EX-2 3 a05-5825_1ex2.htm EX-2

EXHIBIT 2

 

FORM OF PROXY

 



 

 

9th Floor, 100 University Avenue

 

 

Toronto, Ontario M5J 2Y1

 

 

www.computershare.com

 

 

 

MR SAM SAMPLE
123 SAMPLES STREET
SAMPLETOWN SS X9X 9X9


Security Class


123

 

 

Holder Account Number

 

 

 

 

 

 

 

C1234567890

XXX

 

 

 

 

 

 

 

 

 

 

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Form of Proxy - Annual and Special Meeting to be held on April 28, 2005

 

 

 

Notes to Proxy

 

1.         Every holder has the right to appoint some other person of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

 

 

 

2.          If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

 

 

 

3.          This proxy should be signed in the exact manner as the name appears on the proxy.

 

 

 

4.          If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

 

 

 

5.         The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

 

 

 

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

 

Voting by mail may be the only method for holdings held in the name of a corporation or holdings being voted on behalf of another individual.

 

Voting by mail or by Internet, are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined below to vote this proxy. Please have this proxy in hand when you call.

 

To Receive Documents Electronically - You can enrol to receive future securityholder communications electronically after you vote using the Internet. If you don’t vote online, you can still enrol for this service. Follow the instructions below.

 

 

To Vote Using the Telephone
(Only Available Within
Canada and U.S.)

 

To Vote Using the
Internet

 

To Receive Documents
Electronically

 

 Call the toll free number listed BELOW from a touch tone telephone. There is NO CHARGE for this call.

1 8XX XXX-XXXX

 Proxy Instructions must be received by 10:30 a.m., M.S.T., April 26, 2005.

 

 

 Go to the following web site:
www.computershare.com/ca/proxy

 Proxy Instructions must be received by 10:30 a.m., M.S.T., April 26, 2005.

 

 

 You can enrol to receive future securityholder communications electronically, after you vote using the Internet. If you don’t vote online, you can still enrol by visiting www.computershare.com - click “Investors” and then “Electronic Shareholder Communications”.

 

 

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER, HOLDER ACCOUNT NUMBER and ACCESS NUMBER listed below.

 

 

CONTROL NUMBER   123456

HOLDER ACCOUNT NUMBER   C1234567890

ACCESS NUMBER   12345

 

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Proxies submitted must be received by 10:30 a.m. M.S.T., on Tuesday April 26, 2005.

 

THANK YOU

 

 



 

MR SAM SAMPLE

C1234567890

 

XXX

123

 

This Form of Proxy is solicited by and on behalf of Management.

 

 

Appointment of Proxyholder

 

 

 

 

 

I/We being shareholder(s) of Suncor Energy Inc. hereby appoint:
JR Shaw, or failing him Richard L. George, or failing him John T. Ferguson

OR

Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

 

 

 

 

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of Suncor Energy Inc. to be held at the Lower Level, at the Metropolitan Centre, 333 - 4th Ave., SW Calgary, AB, on April 28, 2005 at 10:30 a.m. local time and at any adjournment thereof.

 

 

1. Election of Directors

 

 

 

 

 

 

 

 

 

 

For

Withhold

 

For

Withhold

 

For

Withhold

 

 

 

 

 

 

 

 

 

 

 

01. Mel E. Benson

w

o

o

05. John T. Ferguson

w

o

o

09. Robert W. Korthals

w

o

o

 

 

 

 

 

 

 

 

 

 

 

 

 

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02. Brian A. Canfield

w

o

o

06. W. Douglas Ford

w

o

o

10. M. Ann McCaig

w

o

o

 

 

 

 

 

 

 

 

 

 

 

 

 

 

03. Bryan P. Davies

w

o

o

07. Richard L. George

w

o

o

11. Michael W. O’Brien

w

o

o

 

 

 

 

 

 

 

 

 

 

 

 

 

 

04. Brian A. Felesky

w

o

o

08. John R. Huff

w

o

o

12. JR Shaw

w

o

o

 

 

2. Appointment of Auditors

Reappointment of PricewaterhouseCoopers LLP as Auditor of the Corporation for the ensuing year.

For w

o

 

Withhold w

o

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3. Shareholder Rights Plan

 

 

 

 

 

 

 

Management recommends a vote FOR the following resolution. Please read the resolution in full in the accompanying Management Proxy Circular.

For w

o

 

Against w

o

 

 

 

 

 

 

 

 

 

 

Amendment and Continuation of Shareholder Rights Plan.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Authorized Signature(s) - Sign Here - This section must be completed for your instructions to be executed.

 

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

 

Signature(s)

 

 

 

 

 

 

 

 

 

 

 

Date

 

Interim Financial Statements Request

 

 

Annual Reports

 

 

 

In accordance with securities regulations, shareholders may elect annually to receive interim financial statements, if they so request. If you wish to receive such mailings, please mark your selection.

o

Mark this box if you would like to receive Interim Financial Statements by mail.

As a registered shareholder you will receive an Annual Report. If you DO NOT  want to receive an Annual Report, please mark the box. If you do not mark the box, you will continue to receive an Annual Report.

o

Mark this box if you DO NOT  want to receive the Annual Report by mail.

 

 

You can also receive these documents electronically - see reverse for instructions to enrol for electronic delivery.

 

A S X

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1 P R

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