Amendment Agreement

EXHIBIT 99.2

Amendment Agreement

Suncor Energy Inc.

000 - 0xx Xxxxxx X.X., X.X. Box 2844

Calgary, Alberta

T2P 3E3

DELIVERED BY E-MAIL

January 13, 2023

Xxxxxxx Investment Management L.P.

000 X. Xxxxxxxx Xxx, 18th floor

West Palm Beach, FL 33401

Dear Sirs / Madams:

Reference is made that that certain letter agreement (the “Agreement”), dated as of July 16, 2022, by and among Suncor Energy Inc., a Canadian corporation (the “Company”), Xxxxxxx Investment Management L.P., a Delaware limited partnership (“Xxxxxxx Investment”), Xxxxxxx Associates, L.P., a Delaware limited partnership (“Xxxxxxx Associates”), Xxxxxxx International, L.P., a Cayman Islands limited partnership (“Xxxxxxx International” and, together with Xxxxxxx Investment, Xxxxxxx Associates, Xxxxxxx International and their respective Affiliates, the “Investors”).

Each of the Company and the Investors hereby agrees that the words “provided, however, that such appointment shall be made no later than January 31, 2023” in paragraph 2 of the Agreement are hereby deleted and replaced with the following words: “provided, however, that such appointment shall be made no later than March 17, 2023 and the Investors shall designate the Additional Director no later than March 3, 2023”.

Except as explicitly set forth herein, all other terms of the Agreement shall be unmodified and remain in full force and effect. On and after the date hereof, each reference to the Agreement shall mean and be a reference to the Agreement as amended hereby, and this letter agreement and the Agreement shall be read together and construed as a single instrument. Paragraph 21 of the Agreement is hereby incorporated by reference in this letter agreement mutatis mutandis. This letter agreement may be executed by the parties in separate counterparts (including by fax, jpeg, .gif, .bmp and .pdf), each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument.

[signature page follows]

If the terms of this letter agreement are in accordance with your understanding, please sign below, whereupon this letter agreement shall constitute a binding agreement among us.

	Yours truly, SUNCOR ENERGY INC.
	Per:	“Xxxxxxx X. Xxxxxx”
		Name: Xxxxxxx X. Xxxxxx
		Title: Chair of the Board

Acknowledged and agreed this 13th day of January, 2023.

	XXXXXXX INVESTMENT MANAGEMENT L.P.
	Per:	“Xxxxxx Xxxxxxxxx”
		Name: Xxxxxx Xxxxxxxxx
		Title: Vice President

	XXXXXXX ASSOCIATES, L.P.
	Per:	“Xxxxxx Xxxxxxxxx”
		Name: Xxxxxx Xxxxxxxxx
		Title: Vice President

	XXXXXXX INTERNATIONAL, L.P.
	Per:	“Xxxxxx Xxxxxxxxx”
		Name: Xxxxxx Xxxxxxxxx
		Title: Vice President

[Signature Page to Amendment to Letter Agreement]