Suncor Energy (SU)

Effect on Suncor Shareholders and Petro-Canada Shareholders

        Pursuant to the Arrangement, Suncor Shareholders will receive, for each Suncor Share held, one Amalco Share and Petro-Canada Shareholders will receive, for each Petro-Canada Share held, 1.28 Amalco Shares. After giving effect to the Arrangement, all Suncor Shareholders and Petro-Canada Shareholders will have exchanged their Suncor Shares and Petro-Canada Shares, respectively, for Amalco Shares. As a result of such exchanges pursuant to the Arrangement, the nature of a Suncor Shareholder's and Petro-Canada Shareholder's investment will change. See "— Risk Factors Related to the Arrangement".

        Subject to the qualifications set forth in the sections entitled "— Certain Canadian Federal Income Tax Considerations" and "— Certain United States Federal Income Tax Considerations", the exchange of Suncor Shares or Petro-Canada Shares for Amalco Shares pursuant to the Arrangement should generally not give rise to any capital gain or capital loss to Shareholders under Canadian or United States federal income tax laws. Eligible Shareholders, holding up to a maximum of 15% of the outstanding Suncor Shares and Petro-Canada Shares, respectively, may, however, elect to have the exchange of their Suncor Shares or Petro-Canada Shares, as applicable, for Amalco Shares pursuant to the Arrangement carried out in such a manner that may allow such Shareholders to realize a capital gain or a capital loss for Canadian federal income tax purposes by making such election in the applicable Letter of Transmittal and Election Form on or before the Election Deadline. The 15% thresholds were determined by Suncor and Petro-Canada having regard to the Petro-Canada Act and other structural limitations that were considered in connection with the Arrangement. See "— Certain Canadian Federal Income Tax Considerations", "— Certain United States Federal Income Tax Considerations" and "— Procedure for Exchange of Suncor Shares and Petro-Canada Shares and Election by Eligible Shareholders".

        If, as a result of the Arrangement, a Shareholder would receive a number of Amalco Shares that would result in a contravention of the Individual Share Constraint, Amalco shall take certain steps pursuant to the Plan of Arrangement, including not issuing shares to such Shareholder in excess of the Individual Share Constraint and selling or redeeming such excess Amalco Shares in accordance with the Plan of Arrangement, to ensure there is not a violation of the Individual Share Constraint. See "— Details of the Arrangement — Share Capital of Amalco — Restrictions in the Amalco Articles". This Information Circular does not address the Canadian or United States federal income tax considerations applicable to such a Shareholder pursuant to the Arrangement or upon the taking of such steps with respect to the excess Amalco Shares. The taking of such steps (by Amalco or otherwise) with respect to any excess Amalco Shares may have material tax consequences to such a Shareholder and any such Shareholder should consult its own tax advisor to determine the tax consequences to them of the Arrangement and the taking of such steps with respect to the excess Amalco Shares.

        See also "— Details of the Arrangement — Arrangement Steps" and "— Details of the Arrangement — Share Capital of Amalco" below.