Suncor Energy Inc.
TSX : SU
NYSE : SU

Suncor Energy Inc.

June 04, 2009 23:59 ET

Suncor Energy shareholders approve merger with Petro-Canada

All other resolutions also passed at annual general and special shareholder meeting

Calgary, Alberta (June 4, 2009) — Suncor Energy Inc. today held its annual general and special meeting of shareholders in Calgary. The meeting was attended by approximately 250 in person, with an additional 500 joining via webcast. A total of approximately 693,627,598 shares were represented in person or by proxy.

During business proceedings at the meeting, shareholders received Suncor's consolidated financial statements for the year ended December 31, 2008 together with the auditors' report thereon and approved the following resolutions:

1. the plan of arrangement, which will result in the merger of Suncor and Petro-Canada, once all regulatory approvals are received and the ongoing review by the Canadian Competition Bureau is complete, with 98.07% of shares represented voting in favour;

2. a new stock option plan for the combined company that would bring together the plans of Suncor and Petro-Canada and be used to attract and retain highly qualified directors, officers and employees, with 57.67% of shares represented voting in favour;

3. the election of 11 Board members, including 10 independent directors until the earlier of either the completion of the merger or the next annual general meeting, with shares represented voting in favour of individual directors as follows:

Mel Benson 91.41%
Brian Canfield 99.44%
Bryan Davies 96.85%
Brian Felesky 99.37%
John Ferguson 96.76%
W. Douglas Ford 99.19%
Richard George 99.55%
John Huff 96.73%
M. Ann McCaig 96.81%
Michael O'Brien 99.48%
Eira Thomas 99.38%

The biographies of Board members and further details about Suncor's corporate governance practices are available on http://www.suncor.com/; and

4. the appointment of PricewaterhouseCoopers LLP as Suncor's auditors.

"This is a great vote of confidence from our shareholders," said Rick George, president and chief executive officer of Suncor. "Creating a made-in-Canada company that can compete on a global scale is good for shareholders and good for Canada. We anticipate that our two companies will be able to realize efficiencies and opportunities neither of us could have realized on our own. With an integrated business model we expect to have a global leadership position in the oil sands industry, a strong Canadian downstream brand, an attractive portfolio of domestic and international oil and natural gas assets, and numerous growth opportunities through the combined inventory of Suncor and Petro-Canada's potential development projects."

The text of remarks by Rick George, Suncor president and chief executive officer and, Ken Alley, senior vice president and chief financial officer, is available in the newsroom section of www.suncor.com. An archive of the video webcast of the meeting is available at www.suncor.com/webcasts.

This news release contains forward-looking statements identified by the words "expects", "anticipate", "will" and similar expressions that address expectations or projections about the future. The forward-looking statements and information in this press release are based on certain key expectations and assumptions made by Suncor, including the receipt, in a timely manner, of regulatory and third party approvals in respect of the proposed merger. Although Suncor believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Suncor can give no assurance that they will prove to be correct. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Suncor or the merged company are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (http://www.sedar.com/), the SEC's website (http://www.sec.gov/) or at Suncor's website (http://www.suncor.com/).

Suncor Energy Inc. is an integrated energy company headquartered in Calgary, Alberta. Suncor's oil sands business, located near Fort McMurray, Alberta, extracts and upgrades oil sands and markets refinery feedstock and diesel fuel, while operations throughout western Canada produce natural gas. Suncor also operates a refining and marketing business which includes refining, retail, pipeline and distribution operations in Ontario, Canada and in Colorado and Wyoming in the United States. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.
Suncor Energy (U.S.A.) Inc. is an authorized licensee of the Shell® and Phillips 66® brand and marks in the state of Colorado. Sunoco in Canada is separate and unrelated to Sunoco in the United States, which is owned by Sunoco, Inc. of Philadelphia.

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For more information, contact:
Brad Bellows (403) 269-8717