CORPORATE PARTICIPANTS

Matt Devlin

Executive Director, Mergers and Acquisitions

CIBC World Markets

Steve Douglas

Vice President, Investor Relations

Suncor Energy

Minerva Isovski

Director, CIBC World Markets

PRESENTATION

Operator

Good morning ladies and gentlemen. Welcome to the Suncor Energy Canadian Oil Sands Update Conference Call.

I would now like to turn the meeting over to Ms. Minerva Isovski. Please go ahead, Ms. Isovski.

Minerva Isovski, Director, CIBC World Markets

I’m going to turn the meeting over to Matt Devlin. Please go ahead, Matt.

Matt Devlin, Executive Director, Mergers and Acquisitions, CIBC World Markets

Thank you, Minerva. My name is Matt Devlin. I’m from the Investment Banking Department of CIBC. We are advisor to Suncor. Good morning everyone and thank you for joining us to discuss Suncor’s offer to purchase all of the shares of Canadian Oil Sands.

As many of you know, on January 18 Suncor and Canadian Oil Sands reached an agreement to support Suncor’s offer, and under the terms of that agreement, Suncor has increased its offer to 0.28 of a Suncor share for each Canadian Oil Sands share, a 12 percent increase over the previous exchange ratio of 0.25. The increased offer has the support of the Canadian Oil Sands Board, which is encouraging all Canadian Oil Sands shareholders to tender, as well as Seymour Schulich, a large Canadian Oil Sands shareholder who will be tendering his shares as well.

Joining us today to discuss the offer is Steve Douglas, Vice President, Investor Relations with Suncor. Steve will deliver some prepared remarks and then we’ll open the floor to some questions. To accompany Steve’s remarks, a short presentation has been circulated and is also available for download at www.suncorofferforcanandianoilsands.com.

With that, I will turn the floor over to Steve Douglas.

Steve Douglas, Vice President, Investor Relations, Suncor Energy

Thank you, Matt, and welcome to everyone. Thanks for taking the time to join us to hear about Suncor’s amended offer to purchase Canadian Oil Sands Limited. I’m going to walk through the slide deck fairly quickly, probably less than 15 minutes, and be sure to leave sufficient time for questions. The call will be available for replay, and of course you can review the complete offer materials filed on SEDAR and EDGAR and on our offer website. The details are included in the back pages of today’s presentation and on our website at Suncor.com.

Before we begin, I do need to take just a minute to point out the advisories, that Suncor’s offer to purchase shares of COS is being made subject to the terms and conditions set out in the offer to purchase and takeover bid circular, and that’s dated October 5, 2015 and varied and amended most recently on January 22, along with the accompanying offer documents. The information presented today is qualified in its entirety by reference to the complete text to the offered documents, and they should be read carefully before decisions are made with respect to the offer.

I’d ask you to carefully review the advisories at the beginning of the slide deck and in the offer documents, both of which provide important information. The presentation doesn’t constitute an offer or a solicitation of an offer to buy or sell securities. It’s made solely by means of the offered documents.

Of course, this presentation contains forward-looking statements and forward-looking information. Forward-looking statements and information are not guarantees of future performance, and they involve a number of risks and uncertainties. Actual performance may differ materially from those presented by such forward-looking statements and information.

Finally, this presentation also includes references to cash flow from operations, and that is a non-GAAP measure. It’s described on Slide 4.

Moving to Slide 6, which has an overview of Suncor, I’d like to take just a few minutes to provide that overview. Suncor is, of course, Canada’s leading integrated energy company. The numbers I’ll be referencing today are as at September 30, 2015, and that’s because our fourth quarter results have not yet been released.

At the end of the third quarter, we had an enterprise value of approximately $60 billion and oil production of just over 575,000 barrels per day. About 80 percent of that production comes from the Athabasca Oil Sands in northern Alberta where we benefit from very large reserves and very low decline rates. We have plans in place to grow production at a rate of approximately 5 percent annually from 2015 through the end of this decade.

Our oil production is forward integrated through a very efficient set of midstream assets and a large and highly profitable refining and marketing network. This integrated business model has proven highly resilient to volatile oil prices and it’s allowed us to generate strong free cash flow throughout the price cycles. For the 12 months ended September 30, Suncor posted just over $7 billion of cash flow from operations, while we invested $6.1 billion of capital. With a strong balance sheet and ample liquidity, we’re well positioned to continue to pursue growth, including M&A opportunities such as the Canadian Oil Sands offer.

So let’s go to that offer, Slide 7. The purpose of today’s call really is to ensure you’re fully informed with the information you need to talk to investors about Suncor’s amended offer to purchase all of the shares of Canadian Oil Sands. On January 18, Suncor announced an amendment to their original offer, and that amended offer is fully supported by the Canadian Oil Sands Management and Board of Directors, as well as by major Canadian Oil Sands shareholder Seymour Schulich, as Matt mentioned in the introduction. Suncor is offering to acquire Canadian Oil Sands Limited in an all-share transaction valued at approximately $6.6 billion at the time the revised offer was announced, and that figure takes into account Canadian Oil Sands’ debt.

Under the terms of the offer, Canadian Oil Sands shareholders will receive 0.28 of a Suncor share for every Canadian Oil Sands share taken up by Suncor. The implied acquisition price of $8.74 on the date of the amended offer represented a 41 percent premium to the price that Canadian Oil Sands traded at prior to Suncor’s original offer back on October 5. The offer also implies a 62 percent dividend increase versus the most recent dividend paid to Canadian Oil Sands shareholders.

Since this is an all-share offer, Canadian shareholders will exchange their shares on a tax-deferred basis unless they choose to recognize a gain or a loss on the exchange.

Now, assuming the acquisition proceeds, Suncor expects to be able to eliminate approximately $25 million in annual administrative costs, and of course with a larger ownership position in Syncrude, we also expect to drive real and lasting operational improvements at the Syncrude plant, and that will deliver additional value for our shareholders. Assuming Suncor acquires 100 percent of the outstanding Canadian Oil Sands shares, Canadian Oil Sands shareholders are expected to own 8.6 percent of Suncor, and Suncor’s ownership in Syncrude will increase to just under 49 percent. We expect to maintain our very strong balance sheet. If you use the September 30, 2015 numbers for Canadian Oil Sands and Suncor, the combined entity would have a net debt to capitalization of less than 20 percent.

So move to Slide 8. It shows Suncor’s track record the past few years in terms of returning cash to shareholders. Of course, one of the main reasons Canadian Oil Sands shareholders give us for investing in the Company is dividends. Over the years, Canadian Oil Sands has returned substantial amounts of cash to its shareholders. Well Suncor also has a very strong track record when it comes to returning cash to shareholders. In fact, we’ve increased our dividend for 13 consecutive years. Over the five-year period ending September 30, Suncor’s dividend grew by an annual average of more than 20 percent. That’s 190 percent increase in just five years, and it ranks Suncor among the global leaders in dividend growth for that period.

At the same time, we’ve used excess cash to opportunistically buy back shares of the Company, making the remaining shares that much more valuable. Since 2011, we’ve repurchased and cancelled over $5 billion worth of Suncor shares—that’s over 10 percent of the Company. By accepting this offer, Canadian Oil Sands shareholders position themselves to benefit significantly from Suncor’s practice of returning cash to shareholders. As I mentioned earlier, they’ll receive a 62 percent dividend increase by tendering their shares and becoming Suncor shareholders, and that’s of course based on Suncor’s and Canadian Oil Sands’ Q3 dividend in 2015.

If we move to Slide 9, another key reason that investors give for buying Canadian Oil Sands shares is the correlation to oil price. They anticipate that the value of their investment will rise when oil prices eventually recover. As a large oil producer that captures global

prices for our production, thanks to our integrated business model, Suncor’s share price also has a strong relationship to oil price. As you can see on the graph which covers the past six years, Suncor’s share price over time has tracked oil price on the upside while not falling nearly as sharply in the recent downturn. History suggests that Canadian Oil Sands shareholders who tender their shares and become Suncor shareholders will participate in the value of any future price recovery in the oil price while gaining some protection on the downside.

Turning to Slide 10, clearly today there is tremendous concern about depressed oil prices and the ability of companies in the sector to weather the storm that’s now into its second year. Suncor has demonstrated great resilience in this lower oil price environment. Our success starts with operational discipline. We’ve run our assets at better than 90 percent utilization rates and we’ve demonstrated great reliability in cost management. This has enabled us to generate strong cash flow from operations that has comfortably exceeded our dividend and sustaining capital requirements. In fact, that cash flow has been sufficient to largely fund our substantial investments in future growth. At the same time, we’ve been able to maintain our strong balance sheet with liquidity of more than $12 billion at the end of the third quarter of 2015. So Canadian Oil Sands shareholders can be confident that by becoming shareholders of Suncor, they’re joining a robust company that’s resilient to lower oil prices and poised to take advantage of an eventual recovery in oil price.

If you look at Slide 11, earlier I mentioned some of the benefits that Suncor brings to the table. When you look at this map of Oil Sand’s leases and the photograph of the Suncor and Syncrude operations, you immediately realize the scope for potential synergies. Suncor benefits from almost 50 years of oil sands operating experience. With a 49 percent share in Syncrude following a successful transaction, Suncor would immediately stand up an experienced team to work closely with the operator to improve operational performance at Syncrude and to drive long-term value for our shareholders. Down the road, we anticipate further synergies to be achievable as we look to take advantage of the proximity of the Syncrude and Suncor assets.

Turning to Slide 12, we believe the Suncor offer provides compelling value to Canadian Oil Sands shareholders, but in order to seize that value, those shareholders do need to tender their shares. The offer is scheduled to expire at 4:00 pm Mountain time on February 5, but of course brokers typically set an earlier deadline in order to ensure the documentation is filed on time. Shareholders should be reminded of those earlier deadlines.

We have a soliciting dealer agreement in place that will pay $0.05 per share tendered, subject to minimum and maximum conditions. We’d ask that you make every effort to ensure that your Canadian Oil Sands shareholders are aware of the value they’ll receive upon tendering their shares. We’re looking forward to tenders exceeding our minimum tender condition of 51 percent, which will enable us to take up and pay for the shares.

With that, I’d be happy to take your questions.

QUESTION AND ANSWER SESSION

Operator

Thank you. We will now take questions from the telephone lines. If you have a question and you’re using a speakerphone, please lift your handset before making your selection. If you have a question, please press star, one on your telephone keypad. If at any time you wish to cancel your question, please press the pound sign. Please press star, one at this time if you have a question. There will be a brief pause while the participants register. Thank you for your patience.

Once again, please press star, one on your telephone keypad if you have a question.

There are no questions registered at this time. I would now like to turn the meeting back to over to Mr. Devlin.

Matt Devlin, Executive Director, Mergers and Acquisitions, CIBC World Markets

Thank you, Mary. Maybe Steve, I’ll just ask you a few questions that may be of interest to certain Canadian Oil Sands shareholders. Firstly, we’ve mentioned Seymour Schulich as being supportive of the revised offer. Have you spoken to other Canadian Oil Sands shareholders regarding the amended offer, and what has their reaction been?

Steve Douglas, Vice President, Investor Relations, Suncor Energy

Well, we are in the process of reaching out to both retail and institutional shareholders. I’d say the vast majority of shareholders that we’ve spoken to, to date, are supportive of the amended offer, and they have said they plan to tender their shares.

Matt Devlin, Executive Director, Mergers and Acquisitions, CIBC World Markets

Great. Maybe if you could explain why as part of the agreement, Canadian Oil Sands has agreed to suspend its dividend in Q1 of this year, and maybe explain what Canadian Oil Sands shareholders will receive in terms of a dividend if the deal goes through.

Steve Douglas, Vice President, Investor Relations, Suncor Energy

Sure, sure. Well, the Canadian Oil Sands Management and the Board of Directors fully support Suncor’s amended offer and they’ve recommended that their shareholders accept it, so assuming the offer is successful and more than 51 percent of Canadian Oil Sands shareholders tender to the offer by February 5, the expiry date, then those shares will be taken up by Suncor and we will issue Suncor shares. They then become eligible to receive Suncor’s dividend, which is expected to be paid out in March and represents a 62 percent increase to the current Canadian Oil Sands dividend.

Obviously if Canadian Oil Sands is supporting the offer and anticipating that its shareholders become shareholders of Suncor, then you wouldn’t want to have a double-dip situation, so the Canadian Oil Sands dividend has been suspended.

Matt Devlin, Executive Director, Mergers and Acquisitions, CIBC World Markets

Perfect. Now if the Canadian Oil Sands Board is supportive of the transaction and is recommending that shareholders tender and large holders, for example Seymour Schulich, are also supportive, can you explain just for everyone on the line kind of the importance of all shareholders, including the retail shareholders, actually tendering?

Steve Douglas, Vice President, Investor Relations, Suncor Energy

Yes, this is a really important point, because of course retail shareholders often don’t vote their proxies, for example. This is a different situation. Every share tendered counts towards the 51 percent minimum threshold, and Canadian Oil Sands actually has quite a large retail ownership. We estimate approximately 40

percent of the shareholder base is retail, so it’s critically important that retail shareholders be aware of the offer, take a conscious decision, and take action to tender their shares in order for the offer to be successful and reach the minimum threshold of 51 percent.

Matt Devlin, Executive Director, Mergers and Acquisitions, CIBC World Markets

In terms of that minimum threshold, can you explain the rationale behind lowering that threshold from the previous threshold of 66 ²⁄₃ to 51, and explain what would happen if Suncor does not see the 51 percent support level on the February 5 expiry date?

Steve Douglas, Vice President, Investor Relations, Suncor Energy

Yes. Well, we believe this transaction will drive considerable value long term for both Canadian Oil Sands and the Suncor shareholders, so we’d very much to see it completed. By lowering the minimum take-up condition from two-thirds—66 ²⁄₃ to 51 percent, it’s really an expression of our confidence and our commitment to get the offer done, and for the acquisition to be successful.

We fully expect that we will see that minimum threshold met, but obviously we will honour the results of the tender, and effectively the Canadian Oil Sands shareholders are voting by tendering their shares.

Matt Devlin, Executive Director, Mergers and Acquisitions, CIBC World Markets

Maybe just switching gears a little bit, what has the reaction been from Suncor’s own shareholders to your increased offer?

Steve Douglas, Vice President, Investor Relations, Suncor Energy

There were certainly Suncor shareholders concerned. They don’t want to see Suncor overpay for the Canadian Oil Sands shares, or for that matter for any transaction or investment. Suncor has earned a reputation of being very disciplined with its capital, and that’s one of the reasons our shareholders look to in supporting us and in purchasing Suncor shares. But what we found is as we explain the offer to them, they recognize that Suncor can

bring tremendous added value to the Syncrude operations, and that will ultimately mean increased return for all of our shareholders. So I’d say ultimately they tend to be supportive of the offer.

Matt Devlin, Executive Director, Mergers and Acquisitions, CIBC World Markets

You mentioned the value that Suncor can bring to Syncrude through an increased ownership in the project. Can you talk a little bit more about how you think about that and what some of those benefits and synergies might be?

Steve Douglas, Vice President, Investor Relations, Suncor Energy

Yes. The immediate benefits relate to reduced administrative costs and the economies of scale as we take over the marketing of the increased production from Syncrude. But as we look further out, we anticipate significant further benefits as we bring our oil sands operating experience to bear in order to increase reliability and to reduce costs at the Syncrude plant. Given the close proximity of the Syncrude and Suncor operations that we saw on an earlier slide, you can imagine the synergies we could capture by working together. Those will likely take several years, but we’re quite excited about the possibilities.

Matt Devlin, Executive Director, Mergers and Acquisitions, CIBC World Markets

Thank you, Steve. Mary, are there any further questions from the phone lines at this time?

Operator

There are no questions registered on the telephone lines at this time.

Matt Devlin, Executive Director, Mergers and Acquisitions, CIBC World Markets

Great. Well if that’s the case, we will thank everyone for joining us on this call today. Thank you very much.

Steve Douglas, Vice President, Investor Relations, Suncor Energy

Thank you.

Operator

Thank you. The conference has now ended. Please disconnect your lines at this time. Thank you for your participation.