Annual General Meeting of Shareholders

May 1, 2012

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Good morning and thanks for joining us today.

As you can imagine, this is a day of mixed emotions for me as I close the book on a remarkable 21 years here at Suncor and get ready for the next chapter of my personal and professional life. While it will be hard to leave all my friends and colleagues, I do so with a tremendous amount of pride in what we have built together over the past two decades—and a sense of excitement about the future of this great company under the leadership of its new President and CEO, Steve Williams.

I’ve worked closely with Steve and the entire leadership team over the past 10 years, who have been an integral part of Suncor’s success on a great number of fronts. They know this company, and this industry, from the inside out and I can’t think of a team better equipped to face both the challenges and tremendous opportunities that lie ahead. They also have the support of dedicated employees who continue to serve Suncor and its shareholders extremely well.

I know Steve will be a strong and influential voice on behalf of Suncor and the energy industry in the years ahead.

In a moment, I’ll turn things over to Bart Demosky, Suncor’s Chief Financial Officer, for a review of our 2011 financial results. He will then turn it over to Steve, who will talk about what is always the most important subject—the road ahead.

But first, I want to do something I rarely take the opportunity to do—and that is glance in the rear-view mirror. Many of you, I’m sure may ask why I would wanna give a 20-year review. The answer is very simple…. Because I can.

But seriously, I’m going to make an exception today as I think it’s useful to reflect on where we’ve been and how our journey has positioned Suncor for what I believe is a very bright future.

To get a sense of how far we’ve come, it’s useful to look back to 1991, the year I was appointed Suncor’s president and CEO, and the state of our company—and our industry—at that time.

Oil sands development was plagued by high operating costs and out-of-date technologies. Employee morale and industry confidence were at all-time lows and serious thought was given to shutting down Suncor’s oil sands operations entirely.

Around this time, a national newspaper dubbed Suncor QUOTE, “the unluckiest oil company in Canada” UNQUOTE.

Now, imagine being the CEO who has to read that over his morning cornflakes!

And looking at how we’ve done from a cash flow perspective over the last 20 years…. I’d say WOW! Did they ever get this wrong or what?!

We took a bold approach. We invested heavily in new technologies to improve reliability and drive down operating costs. And we embarked on a strategy of sustainable energy development that continues to guide our business decisions today. Over the years, Canada’s unluckiest energy company has used technology to become one of this country’s most profitable energy companies, as demonstrated by Suncor’s record earnings and cash flow in 2011.

And consider this: in 1992, the year Suncor went public, we produced about 85,000 barrels per day, our revenues were approximately $1.5 billion and our market capitalization was about $1 billion. Today, we are producing about 550,000 barrels per day with revenues of almost $40 billion and a market capitalization of approximately $50 billion.

That’s an amazing transformation.

There were, of course, plenty of highs and lows along the way. But I’d say our biggest successes came when Suncor remained bold and forward-looking. I’m thinking here of the late 1990s when we opted to dramatically expand oil sands production with the Millennium project even though world oil prices then languished at less than $15 per barrel.

I’m also thinking of our 2009 merger with Petro-Canada to create Canada’s largest integrated energy company at a time when the economy was still reeling from a global credit crisis and volatile commodity prices. And of course, our 2010 agreement with Total was an important element of our post-merger growth plan. The deal brought a strong partner to the table, and it is helping us to accelerate development of our growth portfolio and de-risk our balance sheet by sharing capital investment in a third upgrader and development of new mining projects.

Part of what’s made Suncor a pioneer is having a long-term vision that lets you look beyond the immediate challenges of the day to chart a positive course forward. It’s also about knowing that, when the pack is headed one way, it’s worth glancing in the other direction to see what opportunities exist for tomorrow.

Today, Suncor enjoys a healthy balance sheet and has embarked on a 10-year growth plan very few companies could match. And I’m pleased to say that along the journey to this point, we’ve shown our valued shareholders that there were good reasons to invest and stay with the company. For example:

• If you purchased $100 worth of Suncor’s shares in 1992 and reinvested the dividends, your investment was worth more that $4500 by the end of March 2012. This contrasts with a net gain of about $330 if you invested in the S&P 500.
• We have increased our dividend by 700% since 1992. So an original share from 1992 receives nearly eight times the dividend it was receiving 20 years ago.
• Suncor has invested almost $50 billion on capital projects since 1992 and this does not include the projected $7.5 billion capital program for 2012.
• And with the significant reduction of our net debt over the last two years and some strong cash flow generation, we have been able to announce a share buyback program worth $1.5 billion, which we are over halfway through. We believe it will again generate more value for our shareholders.

This track record is what makes me very optimistic about the future of our company and the industry Suncor helped found.

On a personal level, I consider myself extremely fortunate to have been a part of the journey and to work with literally thousands of great people, who have performed their jobs with pride and enthusiasm. Or as I like to say, have “proceeded with vigour.”

They really are the backbone of the company’s success.

So I want to extend to everyone I’ve worked with at Suncor over the past 21 years—and to our 13,000 current employees—my sincerest thanks for your support, your talent and your dedication.

I also want to thank Suncor’s Board of Directors for the wisdom, guidance and support you’ve given me over the years.

Thank you all, and now I’d like to turn things over to Bart.

Thanks Rick. Good morning everyone.

Before I begin, let me just say, Rick, you’ve been a tremendous leader to work with, and it’s been an honour to sit with you as a member of Suncor’s senior leadership team. Hearing your comments today reminded me again of our shared passion and enthusiasm for this company and for our industry.

As mentioned earlier, I’ll now spend a few minutes talking about our results.

From a financial perspective, 2011 was indeed a great year for Suncor. It was a year that saw the company achieve record results in several areas including cash flow, earnings and production.

We had done quite a bit of work in 2010 to strengthen the balance sheet and our financial foundation as we prepared to resume our growth journey. And although 2010 was a solid year, 2011 was beyond our expectations. There is no doubt in my mind that Suncor is in the best position we have ever been to maximize shareholder value going forward.

Driven by higher commodity prices, record oil sands production and strong refining margins, our operating earnings more than doubled in 2011 to a record $5.7 billion.

Our cash flow from operations was also the highest ever at nearly $10 billion compared to $6.7 billion in 2010. That’s a 50% increase year over year.

We continued to reduce our net debt in 2011 and during the first quarter of 2012 to currently stand just below $6 billion, achieving a ratio of just about 0.6-times net debt to cash flow from operations. That’s down significantly from the nearly five-times ratio of just two short years ago when our net debt was more than $13 billion.

Those two trend lines I just described— cash flow going up and debt coming down — are certainly what CFOs really like to see, and I’m pretty sure that view is held by shareholders as well.

At the end of last year, we announced capital expenditures of $7.5 billion for 2012. Based on current forward pricing, we expect to fund this year's capital plan entirely from internal cash flow. This is in line with our strategy to manage our growth in a disciplined manner and invest our available cash flow where we can maximize return to our investors. I’m pleased to note that Return on Capital Employed has steadily increased, reaching 14.8% in the past 12 months.

As we continue to move forward with our growth plan, we also expect to continue to fund capital expenses largely from internally generated cash flows. And with approximately $2.4 billion in cash flow for the first quarter, we’re well on track. So our key debt metrics should remain in very healthy territory. In fact, looking beyond 2014, all other things being equal, we expect to see significant free cash flow.

As Rick mentioned, with reduced net debt and excess cash on the balance sheet, Suncor was able to announce share buyback programs worth $1.5 billion. We completed a $500 million share buyback of the company’s common shares between September and December 2011. And earlier this year, we announced that we would continue our share buyback program in 2012 and purchase up to an additional $1 billion worth of our shares. In just over two months since that announcement, we have invested approximately $315 million and repurchased nearly 10 million Suncor shares.

We are value-based buyers and we believe that opportunistic share buyback programs are an attractive investment opportunity that increase total shareholder returns.

As you will recall, we also raised our quarterly dividend by 10% to 11 cents per share right at this time last year. We think it was an appropriate and balanced increase that provided immediate rewards while we pursued our strategy to drive future rewards. I’m pleased to report that our Board of Directors approved a further 18% increase yesterday raising our quarterly dividend to 13 cents per share and bringing our five-year compound annual growth rate for our dividend to 21%. This track record reflects the Board’s absolute confidence in the strength of the company and our prospects for the future.

Today, I can tell you that, given the clear success of Suncor’s integrated model and the great strides we have made in increasing our operational reliability, we are very confident that we can achieve our goal of continuing to increase the value we return to shareholders. With this latest dividend increase, I think you will agree, not only have we taken a significant step towards that goal, but we have also reinforced our belief that Suncor is in a unique position to offer shareholders an unmatched combination of growth and income.

The dividend increases and the share buyback programs are a testimonial to our confidence in the long-term strength of this company and in our ability to deliver responsible, sustained and profitable growth while steadily increasing total shareholder returns.

From a financial standpoint, Suncor is in great shape to continue to build on our proven strategy for delivering value to our shareholders. Maintaining a strong balance sheet and exercising rigorous capital discipline will remain key priorities as we move forward. And on that note, I will now turn it over to Steve.

Thanks, Bart, and good morning everyone.

As with Rick, this is a very special day for me. It was exactly 10 years ago today that I started with Suncor. I had already enjoyed a long and rewarding career with Exxon and Octel, but nothing could have prepared me for the challenges that lay ahead, first as Suncor’s CFO, then as Executive VP of Oil Sands and, for the past five years, as Chief Operating Officer.

Rick and I have marked many milestones together and I’ve been impressed throughout by Rick’s steady leadership, his strategic thinking and, above all, his long-term vision of what a smart and sustainable energy company can achieve and contribute.

Taking this company from $1 billion to $50 billion market capitalization, while increasing average production almost ten-fold, was truly a transformational change.

My goal is to take Suncor to the next level and deliver the next multiple of success for our shareholders. We have the people, the plan, the resource base and the balance sheet to do just that. But it will require discipline and foresight to get us there. And that’s what I want to talk to you about today.

2011 was the first full year of Suncor’s 10-year growth plan—and, as Bart’s comments indicate, we’re off to a good start.

Our goal is to boost total production to more than one million barrels of oil equivalent per day over the next decade. We are targeting average oil sands production growth of about 10% per year and company-wide production growth of about 8% per year to 2020—rates expected to outperform most major energy companies.

One thing I want to stress is that, while our growth plan includes goals and targets, we will not be held captive to timelines if circumstances signal the need for reassessment. There are lots of choices and decision points on that journey to one million barrels per day, and those choices still have to be exercised.

The guiding light through those choices is going to be generating long-term shareholder value and delivering our growth projects in a responsible and cost-effective manner.

Having said that, I believe our recent financial performance bodes well for Suncor’s capacity to deliver sustained and profitable growth. Our 10-year plan may be one of the most ambitious of its kind in the oil sands industry, but we are also uniquely positioned to deliver on that strategy.

Most companies of our size planning a similar level of growth over several years would typically be carrying a highly leveraged balance sheet and plenty of inherent risk. As Bart just mentioned, Suncor, by contrast, is doing so with less than a one-times debt to cash flow ratio and at a time when our base operations are generating record levels of cash flow to fund growth.

Just as importantly, we have taken great care to plan and stage capital growth in ways we believe will minimize investment risk and maximize returns to our shareholders. Our strategic partnership with joint venture co-owners to develop two key oil sands mining projects and build a third upgrader is an important part of this strategy to prudently manage and de-risk growth.

Delivering on our plans will be all about execution… execution… and execution—not just in how we plan and manage growth, but in how we operate our existing facilities.

At current levels of production, Suncor is already one of the biggest operating companies in Canada. As important as growth is, the key to our continued success will be delivering safe, reliable, cost-efficient and environmentally responsible operations. During 2011, we had consecutive quarters of steadily improving operational performance and record-setting production.

The mid-March through mid-April unplanned shutdown of our U2 upgrader was a reminder that our journey toward operational excellence is far from over. While the impact of this temporary shutdown did not change our 2012 production guidance, be assured that we will learn from this experience as we continue our journey towards operational excellence.

We continue to face a different kind of challenge on the international front. As you know, we’ve begun a gradual return to our Libyan operations following a change in the political regime and the lifting of international sanctions on that country. In Syria, our operations remain suspended, in compliance with sanctions announced in December.

In both cases, we responded by working through a number of safety and security protocols, while maintaining a strong focus on corporate social responsibility. And we have been consistent in our position that we will not operate in either country unless we can do so safely, responsibly and in compliance with all applicable laws and regulations.

Political unrest is a good example of something that’s beyond the control of any energy company. World commodity prices are another example. None of us can predict the future. All we can say for certain is that volatility is always a possibility.

But here’s a key point: in a volatile world, companies with the greatest bench strength and the greatest operational and financial flexibility are the ones poised to not only survive, but to thrive. And that’s where Suncor’s integrated business model gives us a clear competitive advantage.

Thanks to that business model, we have unmatched capacity and flexibility to produce mined or in situ bitumen, to ship it to market in various forms and even to integrate oil sands streams into Suncor’s own refining and marketing operations—consistently the most profitable refining and marketing network in North America. This helps us capitalize on all links in the value chain while softening the impact of market volatility and other factors beyond our control.

We have heard the market’s concerns about cost inflation. We are responding to those concerns with a series of steps to contain and manage costs in areas where we exercise control. By focusing more on costs and quality and less on schedules—and by carefully phasing our capital projects—we are working to smooth out some of the peaks and valleys of labour, materials and services demands.

As we grow, Suncor will remain true to our longstanding commitment to a triple bottom line that says energy resources should be produced and used in a way that generates economic growth, promotes social well-being and protects the environment.

We will continue to invest in technologies to improve reliability, reduce costs and enhance environmental performance.

We will also continue our investments in renewable energy, an area where Suncor has long been an industry leader.

Suncor will also remain a leader when it comes to improving industry-wide environmental performance through collaboration.

I recognize this industry impacts our shared environment and I listen closely to the concerns stakeholders raise about those impacts. Addressing those concerns is a key priority.

This spring, I was pleased to join 11 other oil sands leaders to announce the formation of Canada’s Oil Sands Innovation Alliance, or COSIA for short. COSIA is focused on performance improvements on four key environmental challenges—tailings, water, land and greenhouse gas emissions. Member companies have agreed to break down the barriers of funding, intellectual property and human resources that sometimes impede breakthroughs in these areas.

I believe COSIA is the next step in meeting stakeholder expectations and ensuring oil sands development can make a positive contribution to our shared energy future.

One of the most exciting aspects of Suncor’s core business is that it’s not about energy production for the next five or 10 years, but for a century and beyond. If we do things right, we have the opportunity to deliver value to our shareholders, business partners and customers for generations to come.

Now, as some of you know, I’m an avid runner, including the occasional half marathon. In some ways, that’s helped prepare me for my new job. Because the oil sands business is the ultimate marathon—it requires fitness, endurance, strategic pacing and discipline. Our company embodies all of those strengths, and more.

As we move forward, I know Suncor will continue to benefit from the expertise of our employees—a talented team of professionals who are always up for the next challenge.

I also welcome the steady guidance and support of Suncor’s Board of Directors, who oversee all aspects of governance and are outstanding stewards of shareholders’ interests.

And on that note, I would like to take a minute to recognize one of our board members, Brian MacNeill, who is retiring this year after 17 years of service on the Board of Directors.

Thank you Brian for your dedication to this company and in particular for your service as Chairman of Petro-Canada’s Board of Directors. Your leadership was instrumental in bringing our two great companies together and we all owe you a debt of gratitude.

Finally, thank you Rick for your leadership and your commitment to Suncor over the past 21 years.

In closing, I’ll just add that when I look at where we are as a company, it’s hard not to be excited. Suncor has a proud past, a dynamic present and—most important of all—the promise of an even brighter future.

I feel privileged to be part of this great organization and, on behalf of Suncor’s employees, management and your Board of Directors, I thank you for your continued support.

Thank you.