Suncor Energy Inc. · TSX:SU

Suncor Energy — Merger or Acquisition (January 2016)

13 slides from Suncor Energy's merger presentation, Jan 27, 2016

  1. Slide 1: Suncor's Offer for Canadian Oil Sands Limited

    Suncor's Offer for Canadian Oil Sands Limited Information for Canadian Oil Sands Limited (COS) Shareholders – Dated January 27, 2016 Please review Advisories section Building on 50 years of oil sands experience

  2. Slide 2: Advisories

    Advisories NOTICE TO U.S. HOLDERS The Offer (as defined herein) described in the Offer Documents (as defined herein) is being made for the securities of a Canadian issuer by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare th

  3. Slide 3: Advisories (continued) Offer Documents

    Advisories (continued) OFFER DOCUMENTS This presentation does not constitute an offer to buy or sell, or an invitation or a solicitation of an offer to buy or sell, any securities of Suncor or COS. The exchange offer (the “Offer”) by Suncor to purchase the COS common shares and any accompanying righ

  4. Slide 4: Advisories (continued) Forward-Looking Statements (Continued)

    Advisories (continued) Forward-Looking Statements (Continued) All figures and descriptions provided herein related to the proposed transaction, including those around consideration, key metrics, pro forma ownership, reasons for the Offer, potential benefits to Suncor and COS shareholder and expected

  5. Slide 5: Advisories (continued) Reserves

    Advisories (continued) RESERVES Unless noted otherwise, reserves information presented herein is presented as working interests (operated and non-operated) share before deduction of royalties and without including any royalty interests, is at December 31, 2014, and is rounded to the nearest hundred

  6. Slide 6: Participate in Canada's leading integrated energy company

    Participate in Canada’s leading integrated energy company Suncor - A growing business with complementary upstream & downstream operations $61B Enterprise value1 September 30, 2015 576 000 99% oil production boe/d for the nine months ended Sep. 30, 2015 Refining capacity bbls/d as at September 30, 20

  7. Slide 7: Consideration

    Consideration Suncor is offering to acquire Canadian Oil Sands Limited (TSX: COS) in an all share transaction valued at approximately $6.6 billion1 at time of announcement Exchange ratio of 0.28 of a Suncor share per COS share Implied acquisition price2 of $8.74/COS share represents a substantial: 4

  8. Slide 8: Suncor - A strong track record of returning cash to shareholders

    29¢ Current quarterly dividend per share (+4% in Q3 2015) >20% Five year dividend CAGR1 13 years Consecutive annual dividend increases $5.3B Shares repurchased 2011-2014 >10% Shares outstanding cancelled since 2011 $250M Share repurchase authorized July 31 20154 suspended due to COS offer Suncor - A

  9. Slide 9: Leveraged on the upside, protected on the downside

    Leveraged on the upside, protected on the downside -80% -60% -40% -20% 0% 20% 40% 60% 2010 Q1 2010 Q3 2011 Q1 2011 Q3 2012 Q1 2012 Q3 2013 Q1 2013 Q3 2014 Q1 2014 Q3 2015 Q1 2015 Q3 2016 Q1 Quarterly Change in SU Share Price & WTI vs. Q1 2010 % SU-TSX % WTI USD/bbl 99% Oil SCO 60% Offshore 20% Bitum

  10. Slide 10: Suncor's business model is robust even with lower oil prices

    Suncor’s business model is robust even with lower oil prices Cash flow has been well in excess of dividends and sustaining capital Sustainment level $2.9B Dividends $1.2B Sustaining capital $1.7B Available to enhance returns $2.6B Growth capital $3.0B2 Nine months ended September 30, 2015 ($Billions

  11. Slide 11: Suncor is the largest and most experienced operator in the oil sands

    Syncrude Suncor Suncor is the largest and most experienced operator in the oil sands Syncrude Fort Hills Voyageur South Millennium & Steepbank Mines Lewis Firebag Mackay River Suncor & other JV properties Syncrude properties Experience Brings strong operating experience to governance of Syncrude Boa

  12. Slide 12: Current tender process, timing and instructions

    Current tender process, timing and instructions (subject to change) Amended offer expected to expire at 4:00pm MT on February 5, 2016 Registered COS shareholders wanting to benefit from the Offer must complete and deliver Letter of Transmittal and share certificates to Depositary Beneficial (i.e. no

  13. Slide 13: Visit us at the Investor Centre on Suncor.com

    Visit us at the Investor Centre on Suncor.com 1-800-558-9071 offer@suncor.com For additional information regarding the Offer, please visit: www.suncorofferforcanadianoilsands.com Investor Relations Contacts Steve Douglas David Burdziuk Leigh MacComb Samantha Enns Vice President IR Manager IR Analyst

Suncor Energy — Merger or Acquisition (January 2016) on 6ix