UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2016 • Suncor Energy Inc • Petroleum refining • Alberta
TD Securities Inc., CIBC World Markets Inc. and J.P. Morgan Securities Canada Inc., as co-lead underwriters (the "Co-Lead Underwriters"), BMO Nesbitt Burns Inc., Citigroup Global Markets Canada Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Desjardins Securities Inc., HSBC Securities (Canada) Inc., Morgan Stanley Canada Limited, AltaCorp Capital Inc., BNP Paribas (Canada) Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and Mizuho Securities USA Inc. (together with the Co-Lead Underwriters, the "Underwriters") understand that Suncor Energy Inc. (the "Corporation") proposes to issue and sell 71,500,000 Common Shares (as hereinafter defined) (the "Firm Shares"). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Corporation, in the respective percentages provided for in Article 14 hereof, and by its acceptance hereof the Corporation agrees to sell to the Un
