Suncor’s actual results may differ materially fromthose expressed or implied by its forward-looking statements and readers arecautioned not to place undue reliance on themSuncor’s outlook includes a production range of +5%/-10% based on our currentexpectations, estimates, projections and assumptions. Uncertainties in theestimating process and the impact of future events may cause actual results todiffer, in some cases materially, from our estimates. Assumptions are based onmanagement’s experience and perception of historical trends, currentconditions, anticipated future developments and other factors believed to berelevant. In addition, forward-lookingstatements and information concerning the anticipated completion of theproposed transaction and the anticipated timing for completion of thetransaction are provided in reliance on certain assumptions that we believeare reasonable at this time, including assumptions as to the time required toprepare and mail the shareholder meeting materials; the timing of receipt ofthe necessary regulatory, court and other third party approvals; and the timenecessary to satisfy the conditions to the closing of the transaction. Thesedates may change for a number of reasons, including unforeseen delays inpreparing meeting materials, inability to secure necessary regulatory, courtor other third party approvals in the time assumed or the need for additionaltime to satisfy the conditions to the completion of the transaction.

As aresult of the foregoing, readers should not place undue reliance on theforward-looking statements and information concerning these times. Although webelieve that the expectations and assumptions on which such forward-lookingstatements and information are based are reasonable, undue reliance should notbe placed on the forward-looking statements and information because we cangive no assurance that they will prove to be correct.Since forward-looking statements and information relating to the proposedtransaction address future events and conditions, by their very nature theyinvolve inherent risks and uncertainties. Actual results could differmaterially from those currently anticipated due to a number of factors andrisks. There are risks also inherent in the nature of the proposedtransaction, including: failure to realize anticipated synergies or costsavings; risks regarding the integration of the two entities; incorrectassessments of the values of the other entity; and failure to obtain anyrequired regulatory and other third party approvals (or to do so in a timelymanner).

The foregoing important factors are not exhaustive.Many of these risk factors are discussed in further detail throughout theManagement’s Discussion and Analysis in Suncor’s 2009 first quarter report andin the company’s Annual Information Form/Form 40-F on file with Canadiansecurities commissions at and the United States Securities andExchange Commission (SEC) at Readers are also referred to therisk factors described in other documents that Suncor files from time to timewith securities regulatory authorities. Copies of these documents areavailable without charge from the company.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 dieselfuel, while operations throughout western Canada produce natural gas. Suncoralso operates a refining and marketing business which includes refining,retail, pipeline and distribution operations in Ontario, Canada and inColorado and Wyoming in the United States.