CAD 6.6 BN DEAL - Suncor Energy commences offer for outstanding shares of Canadian Oil Sands Limited

--  Premium to market price. The Offer represents a significant premium of
    43% based on the closing prices of the COS shares and the Suncor shares
    on the TSX on October 2, 2015, the last trading day before the Offer was
    announced, and a 35% premium to the volume weighted average trading
    price of the COS shares on the TSX for the 30 trading days ended October
    2, 2015.

--  Superior returns to shareholders. Suncor's annual dividend has increased
    for 13 consecutive years, and in the past five years, Suncor has
    provided its shareholders with a compound annual dividend growth rate in
    excess of 20%, placing it among the leaders of its peer group. If the
    Offer is accepted, COS' shareholders would experience a 45% dividend
    uplift.

--  Investment in an integrated energy company with significant liquidity
    and access to capital. Suncor's integrated business model is designed to
    gener
ate consistent cash flow which has enabled Suncor to fund its
    capital program, dividend commitments and planned growth projects, even
    in sustained periods of lower commodity prices. COS shareholders would
    be positioned to benefit from Suncor's integrated model and ongoing
    production growth, and continue to participate in any oil price
    recovery.

--  Established and experienced management team has delivered strong
    financial and operational results. Suncor is led by its president and
    chief executive officer, Steve Williams, and his executive team, who
    together bring deep oil sands and energy experience. In addition,
    Suncor's board of directors is composed of highly capable, experienced,
    diverse and independent directors. Suncor maintains an intense focus on
    operational excellence, continuous improvement and capital discipline,
    all of which have delivered strong results for shareholders. As a
    result, Suncor is well positioned to capture the value potential in COS'
    assets.

--  Opportunity to defer taxation. Canadian resident shareholders who hold
    their shares as capital property will generally be entitled to an
    automatic rollover to defer Canadian taxation on the disposition of
    their shares. Such Canadian shareholders may choose to report a capital
    gain or loss on the exchange of their shares in which case the rollover
    would not apply to any of their shares. Suncor intends for the Offer to
    be treated as a reorganization for U.S. federal income tax purposes such
    that no gain or loss will generally be recognized by U.S. holders on the
    disposition of their shares.