Filed by: Suncor Energy Inc.

Pursuant to Rule 425 under the Securities Act of 1933, as amended

Subject Company: Canadian Oil Sands Limited

Form F-80 File No.: 333-207268

Explanatory Note: The following written presentation materials were first used by Suncor Energy Inc. on November 10, 2015.

(Presentation materials begin on the following page.)

Suncor's proposed acquisition of Canadian Oil Sands Limited

Information

for

Canadian

Oil

Sands

Limited

(COS)

Shareholders

–

Dated

November

10,

2015

All amounts in this presentation are in Canadian dollars (unless otherwise noted). Please review Advisories section.

Building on 50 years of oil sands experience

Advisories

NOTICE TO U.S. HOLDERS

THE SUNCOR COMMON SHARES OFFERED AS CONSIDERATION IN THE OFFER DOCUMENTS HAVE NOT BEEN APPROVED OR

DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY U.S. STATE SECURITIES

COMMISSION NOR HAS THE SEC OR ANY U.S. STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE

OFFER DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Shareholders should be aware that, during the period of the Offer, Suncor or its affiliates, directly or indirectly, may bid for or make

purchases of Suncor common shares or Shares, or certain related securities, as permitted by applicable law or regulations of the United

States, Canada or its provinces or territories.

On October 5, 2015, Suncor filed a registration statement on Form F-80, which includes the Offer Documents, with the SEC in respect of the

Offer. This presentation is not a substitute for such registration statement or any other documents that Suncor has filed or may file with the

SEC or send to shareholders in connection with the Offer. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION

STATEMENT ON FORM F-80, AS IT MAY BE AMENDED FROM TIME TO TIME, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE

FILED WITH THE SEC IN CONNECTION WITH THE OFFER AS THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR

SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You will be able

to obtain a free copy of the registration statement on Form F-80, as well as other filings containing information about

Suncor, at the SEC's website (www.sec.gov).

2

The Offer (as defined herein) described in the Offer Documents (as defined herein) is being made for the securities of a Canadian issuer

by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare the Offer

Documents in accordance with the disclosure requirements of Canada. Shareholders in the United States should be aware that such

requirements are different from those of the United States. The financial statements included or incorporated by reference in the Offer

Documents have been prepared in accordance with International Financial Reporting Standards, and are subject to Canadian auditing

and auditor independence standards, and thus may not be comparable to financial statements of U.S. companies.

Shareholders in the United States should be aware that the disposition of their Shares (as defined herein) and the acquisition of Suncor

common shares by them as described in the Offer Documents may have tax consequences both in the United States and in Canada.

Such consequences for shareholders who are resident in, or citizens of, the United States may not be described fully in the Offer

Documents.

The enforcement by shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that each of

Suncor Energy Inc. (“Suncor”) and Canadian Oil Sands Limited (“COS”) are incorporated under the laws of Canada, that some or all of

their respective officers and directors may be residents of a foreign country, that some or all of the experts named in the Offer

Documents may be residents of a foreign country and that all or a substantial portion of the assets of Suncor and COS and said

persons may be located outside the United States.

entirety by reference to the complete text of the Offer Documents. The Offer Documents contain important information that should be read carefully before any decision is made with

respect to the Offer.

3

Advisories (continued)

OFFER DOCUMENTS

This presentation does not constitute an offer to buy or sell, or an invitation or a solicitation of an offer to buy or sell, any securities of Suncor or COS. The exchange offer (the “Offer”) by

Suncor to purchase the COS common shares and any accompanying rights (together, the “Shares”) in exchange for common shares of Suncor is being made exclusively by means of,

and subject to the terms and conditions set out in, the Offer to Purchase and Take-Over Bid Circular dated October 5, 2015, as it may be amended from time to time, along with the

accompanying Letter of Transmittal, Notice of Guaranteed Delivery and other related Offer materials (collectively, the “Offer Documents”). While Suncor expects that the Offer will be

made to all COS shareholders, the Offer will not be made or directed to, nor will deposits of Shares be accepted from or on behalf of, holders of Shares in any jurisdiction in which the

making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, Suncor may, in its sole discretion, take such action as it may deem necessary to

extend the Offer to holders of Shares in any such jurisdiction.  The information provided in this presentation is a summary only, does not purport to be complete and is qualified in its

Certain

information

contained

in

this

presentation

has

been

taken

from

or

is

based

on

COS

documents

that

have

been

publicly

filed

on

SEDAR

under

COS'

profile

at

www.sedar.com.

Suncor has not had access to the non-public books and records of COS and Suncor is not in a position to independently assess or verify certain of the information in COS' publicly filed

documents, including the financial and reserves information reproduced herein. COS has not reviewed this presentation and has not confirmed the accuracy and completeness of the

information in respect of COS contained herein. As a result, all historical information regarding COS included in this presentation, including all of its financial and reserves information and

the pro forma financial and reserves information reflecting the pro forma effects of a combination of Suncor and COS has been derived, by necessity, from COS' public reports and

securities filings on SEDAR. While Suncor has no reason to believe that such publicly filed information is inaccurate or incomplete, Suncor does not assume any responsibility for the

accuracy or completeness of any such information.

The information provided in this presentation is a summary only, does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Documents.

The Offer Documents contain important information that should be read carefully before any decision is made with respect to the Offer.

FORWARD-LOOKING STATEMENTS

This presentation contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information”

within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”), including statements about the Offer (including the proposed transaction

summary (consideration, key metrics, pro forma ownership and key conditions and timing) and the expected COS shareholder potential benefits and expected pro forma benefits); our

belief that our offer is full and fair valued; Suncor’s expected future growth projects; synergies, savings, and commitments to the Syncrude project; Suncor’s anticipated future production

growth; reserve life for each entity; capital expenditures; the NYMEX CL Light Sweet Crude Oil Futures contract settlement prices as presented on slides herein; and expectations with

respect to dividends, share repurchases and future oil exposure, which are based on Suncor’s current expectations, estimates, projections and assumptions that were made by Suncor in

light of its experience and its perception of historical trends. Some of the forward-looking statements may be identified by words such as “estimates”, “plans”, “goal”, “strategy”, “expects”,

“continue”, “may”, “will”, “outlook”, and similar expressions. In addition, all other statements and other information that address the Offer (including satisfaction of the Offer conditions, those

relating to the tax treatment of shareholders, the expected timing of the consummation of the Offer, and certain strategic and financial benefits and operational and cost efficiencies

expected to result from the consummation of the Offer) are forward-looking statements.  Forward-looking statements are not guarantees of future performance and involve a number of

risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Suncor. Users of this information are cautioned that actual results may differ

materially as a result of, among other things, assumptions regarding expected synergies and reduced operating expenditures; volatility of and assumptions regarding oil and gas prices;

assumptions regarding timing of commissioning and start-up of capital projects; fluctuations in currency and interest rates; product supply and demand; market competition; risks inherent

in marketing operations (including credit risks); imprecision of production and reserves estimates and estimates of recoverable quantities of oil, natural gas and liquids from Suncor’s

properties; the ability to access external sources of debt and equity capital; the timing and the costs of well and pipeline construction; assumptions regarding the timely receipt of regulatory

and other approvals; the ability to secure adequate product transportation; changes in royalty, tax, environmental and other laws or regulations or the interpretations of such laws or

regulations; applicable political and economic conditions; the risk of war, hostilities, civil insurrection, political instability and terrorist threats; assumptions regarding OPEC production

quotas; and risks associated with existing and potential future lawsuits and regulatory actions. (…Continued)

4

Advisories (continued)

($

millions)

Total

September 30

2015

June 30

2015

Mar 31

2015

Dec 31

2014

Cash flow provided by operating activities

7 456

2 771

1 794

876

2 015

Increase (decrease) in non-cash working capital

(452)

(889)

361

599

(523)

Cash flow from operations

7 004

1 882

2 155

1 475

1 492

All

figures

and

descriptions

provided

herein

related

to

the

proposed

transaction,

including

those

around

consideration,

key

metrics,

pro

forma

ownership,

reasons

for

the

Offer,

potential

benefits to Suncor and COS shareholder and expected pro forma benefits are based on and assume the following: (i) Suncor’s and COS' dividends, debt, liquidity, credit ratings, debt

costs and assets (including reserves) will not in any way change from what was the case on October 29, 2015, in the case of Suncor, and from what Suncor ascertained from COS' public

filings on SEDAR up to and including October 29, 2015, in the case of COS, and in the case of reserves, those reported by Suncor and COS in their most recent annual information forms

as

at

December

31,

2014;

(ii)

484.6

million

common

shares

of

COS

issued

and

outstanding

immediately

prior

to

the

closing

of

the

Offer;

(iii)

that

all

of

the

Shares

are

tendered

to

the

Offer

pursuant to the terms thereof; and (iv) no other Suncor common shares or common shares of COS are issued before closing of the Offer.

Although Suncor believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.

Suncor’s management’s discussion and analysis (“MD&A”) for the period ended September 30, 2015 (the “Third Quarter MD&A”) and dated October 28, 2015, 2014 Annual Report and

its most recently filed Annual Information Form/Form 40-F and other documents it files from time to time with securities regulatory authorities describe the risks, uncertainties, material

assumptions and other factors that could influence actual results and such factors are incorporated herein by reference. Copies of these documents are available without charge from

Suncor at 150 6th Avenue S.W., Calgary, Alberta T2P 3E3, by calling 1-800-558-9071, or by email request to info@suncor.com or by referring to the company’s profile on SEDAR at

www.sedar.com or EDGAR at www.sec.gov. Except as required by applicable securities laws, Suncor disclaims any intention or obligation to publicly update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise. Suncor’s actual results may differ materially from those expressed or implied by its forward looking

statements, so readers are cautioned not to place undue reliance on them.

Certain

financial

measures

in

this

presentation

–

namely

cash

flow

from

operations,

free

cash

flow

and

free

cash

flow

per

share

–

are

not

prescribed

by

Canadian

generally

accepted

accounting principles (“GAAP”). All non-GAAP measures presented herein do not have any standardized meaning and therefore are unlikely to be comparable to similar measures

presented by other companies. Therefore, these non-GAAP measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with

GAAP. All non-GAAP measures are included because management uses the information to analyze business performance, leverage and liquidity and therefore may be considered useful

information by investors. 

Cash flow from operations for Suncor for each of the four quarters ended below is defined and reconciled to the GAAP measure of cash flow provided by operating activities for the

corresponding period below. Free cash flows and free cash flows per share for Suncor and COS for 2012, 2013, 2014 and the nine months ended September 30, 2015 are defined and

reconciled on slide 13. 

The financial and operating performance of Suncor and its reportable operating segments and the timing and terms upon which the Offer may be consummated, if at all,

may be affected by a number of factors. Many of these risk factors and other assumptions related to Suncor’s forward-looking statements and information are discussed in

further detail throughout the Offer Documents, the Third Quarter MD&A, and in Suncor’s 2014 annual MD&A, 2014 Annual Information Form and Form 40-F on file with

Canadian securities commissions at www.sedar.com and the United States Securities and Exchange Commission at www.sec.gov, and readers should refer to such risk

factors and other statements in evaluating the forward-looking statements contained in this presentation.

5

Advisories (continued)

RESERVES

Unless noted otherwise, reserves information presented herein is presented as working interests (operated and non-operated) share before deduction of royalties and without including any

royalty interests, is at December 31, 2014, and is rounded to the nearest hundred million barrels of oil or barrels of oil equivalent (boe). For more information on Suncor’s reserves, including

definitions of proved and probable reserves, Suncor’s interest, location of the reserves and the product types reasonably expected therefrom, please see Suncor’s most recent Annual

Information Form available at www.sedar.com and www.sec.gov. For more information on COS' reserves, see COS' most recent Annual Information Form available at www.sedar.com.

Certain oil and gas reserves presented in this presentation have been prepared in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities ("NI 51-101"),

which has been adopted by securities regulatory authorities in Canada and imposes oil and gas disclosure standards for Canadian public issuers engaged in oil and gas activities that differ from

the oil and gas disclosure standards of the SEC under Subpart 1200 of Regulation S-K.  The SEC definitions of proved and probable reserves are different than the definitions contained in NI

51-101. Therefore, proved and probable reserves disclosed herein in compliance with NI 51-101 are not comparable to those disclosed by U.S. companies in reports filed with the SEC.

Moreover, as permitted by NI 51-101, the Offeror has determined and disclosed its reserves and the related net present value of future net revenue from its reserves in its NI 51-101 compliant

reserves disclosure using forecast prices and costs. In contrast, the SEC requires that reserves and related future net revenue be estimated based on historical 12 month average prices rather

than forecast prices, but permits the optional disclosure of future net revenue estimates based on different price and cost criteria, including standardized future prices or management's own

forecasts. Consequently, the oil and gas reserves estimates presented herein are prepared in accordance with NI 51-101 are not comparable to oil and gas reserve estimates provided by U.S.

companies in their filings with the SEC.

BOE

Barrels of oil equivalent (boe) - Certain natural gas volumes have been converted to barrels of oil on the basis of six thousand cubic feet to one boe. This industry convention is not indicative of

relative market values, and thus may be misleading.

6

Consideration

•

Suncor is offering to acquire Canadian Oil Sands Limited (TSX: COS) in an all

share transaction valued at approximately $6.9 billion

1

•

Exchange ratio of 0.25 of a Suncor share per COS share

•

Implied

acquisition

price

2

of

$9.73/COS

share

represents

a

substantial:

•

57% premium to COS' unaffected share price of $6.19 on October 2, 2015

•

49%

premium

to

COS'

unaffected

30-day

volume-weighted

average

share

price of $6.54 as at October 2, 2015

Key metrics

•

•

Enterprise

Value

5

/2P

Reserves

6

of

$4.31/boe

•

Cost

per

flowing

barrel

7

of

$76,800

Pro Forma

ownership

•

At closing, COS shareholders are expected to own ~7.7% of Suncor

•

Suncor working interest in Syncrude would increase to 48.74%

Key conditions

and timing

•

Tender period of 60 days and structured as a ‘permitted bid’ under COS'

shareholder approved rights plan

•

No due diligence requirements prior to closing

•

Customary regulatory approvals

Proposed transaction summary

(1)

Includes

equity

consideration

of

approximately

$4.7

billion

as

of

October

30,

2015

and

net

debt

of

approximately

$2.2

billion

as

of

September

30,

2015.

(2)

Based on the closing price of Suncor shares on the TSX on October 30, 2015.

(3)

Equity

Value

is

defined

as

the

number

of

Suncor

common

shares

offered

to

COS

shareholders

pursuant

to

the

Offer

multiplied

by

the

closing

price

of

Suncor’s

common

shares on the TSX on October 30, 2015 (the “Equity Value”).

(4)

COS' trailing 12 month cash from operating activities ended September 30, 2015.

(5)

Enterprise value is defined as the Equity Value plus COS’ total debt minus its cash and cash equivalents, as at September 30, 2015 (the “Enterprise Value”).

(6)

2P Reserves are COS proved and probable (2P) reserves. Reserves are presented as working interest (operated and non-operated) share before deduction of

royalties

and

without

including

any

royalty

interests,

and

as

of

December

31,

2014.

See

Reserves

in

the

Advisories.

(7)

The Enterprise Value divided by 90,285 bbls/d, COS' average daily volumes for the nine months ended September 30, 2015.

Equity Value

3

/Cash Flow

4

multiple

of

7.5

7

Premium

•

All share offer at a substantial share price premium

to

October 2, 2015 close

Dividend

•

Opportunity

for cash dividend increase for COS shareholders

•

Suncor has a solid record of growth and sustainability

Savings

•

Elimination of redundant administration costs

•

Improved governance

Quality

•

Strong investment grade balance sheet, greater financial liquidity

•

Large, diverse and integrated oil-focused portfolio of assets

Operating

Experience

•

Superior reliability of assets

•

Operating for five decades in the oil sands

Integration

•

Midstream

and downstream assets and expertise enable

superior price realization

Upside

•

Continued

leverage

to

oil

price

and

long-life,

low

decline

assets

•

Canada’s leading integrated energy company

Why this Offer makes sense

8

WTI

right scale

COS

left scale

NYMEX CL Light Sweet Crude Oil futures

contract settlement prices

as at April 9, 2015

as at October 30, 2015

Suncor-COS discussion history

(1)

Price determined by the ratio of 0.32 Suncor/COS shares,

based upon the March 31, 2015 Suncor closing price.

(2)

Price determined by the ratio of 0.25 Suncor/COS shares,

based upon the October 30, 2015 Suncor closing price.

Dec

2015

2016

2017

First Suncor -

COS

Discussion

March 6

Second COS

rejection letter

April 16

First Suncor

expression of

interest letter

March 9

First COS

rejection letter

March 13

2018

2019

Futures are

down ~15%

since April 9

$0

$20

$40

$60

$80

$100

$0

$3

$6

$9

$12

$15

Jan

2015

Mar

2015

May

2015

Jul

2015

Sep

2015

Second meeting and

implied offer value

1

of

$11.84/share

April 9

Implied offer value

2

of $9.73/share –

a 57% premium to COS’ close on October 2, 2015 compared to a 24%

increase

in

the

four

year

futures

strip

(Dec.

2015

–

2019

average)

(1)

Based on Suncor’s closing price of $38.91 per share on the TSX on October 30, 2015 and COS' pre-offer closing price of $6.19

per share on the TSX as at October 2, 2015.

(2)

Based on Suncor’s and COS' current quarterly dividends.

(3)

Estimate is before tax and based on COS' 2014 general administration expenses.

(4)

5% is inclusive of 2015 to 2019, and assumes Suncor maintains current production levels and Hebron and Fort Hills ramp up on schedule (as disclosed by Suncor). See Forward-Looking

Statements

in the Advisories.

(5)

Based on production for the nine months ended September 30, 2015 and shares outstanding as at September 30, 2015.

(6)

The Enterprise Value (as described on slide 6) divided by 90,285 bbls/d, COS' average daily volumes for the nine months ended September 30, 2015.

(7)

Reserves are presented as working interest (operated and non-operated) share before deduction of royalties and without including any royalty interests, and

as of December 31, 2014. See Reserves

in the Advisories.

(8)

Net debt is defined as total debt less cash and cash equivalents. Capitalization is defined as total debt plus the book value of shareholders’ equity. Pro forma as at September 30, 2015.

9

Significant benefits

COS shareholder potential benefits

Expected Pro Forma benefits

57%

upfront

premium

1

45%

2

Tax-

Deferred

$25M

administration cost

3

99%

and

retained

50 years

oil sands experience

~5%

4

Investment

Grade

6.7%

Production increase

per Suncor share, pro forma

5

$76,800

Competitive

cost

per flowing barrel

6

Increased

Integration

and

marketing

synergies

Low

Cost of integration

Continued

Strong operational performance

9.1 billion

Long-life,

low decline 2P reserves

7

19%

Low leverage maintained

net debt/capitalization

8

10X

Increased liquidity

value of SU to COS shares

traded in the three

months prior to the offer

intended to enable tax-deferred rollover

10

Participate in Canada’s leading integrated energy company

Suncor -

A growing business with complementary upstream & downstream operations

$61B

Enterprise value

1

September 30, 2015

576 000

99% oil production

boe/d for the nine months ended Sep. 30, 2015

Refining capacity

bbls/d as at September 30, 2015

462 000

Liquidity

Cash & cash equivalents ($5.4 billion) plus unutilized credit

facilities as at September 30, 2015

$12.3B

Cash flow from operations

4

Trailing 12 months as at September 30, 2015

$7.0B

Capital expenditures

2015 Guidance midpoint excluding capitalized interest

$6.1B

East

Coast

North

Sea

Stavanger

London

Aberdeen

Buzzard

Golden Eagle

Denver

Sarnia

Montreal

St. John’s

Hibernia

Terra Nova*

Hebron

White Rose

Fort

McMurray

Base Plant

& Mine*

Firebag*

Syncrude

pro forma

MacKay

River*

Fort Hills*

Oil Sands

Head office

Calgary

Regional office

Upstream facility

*operated

Downstream facility

Mississauga

Circles are scaled to relative net capacities in boe/d

Edmonton

(1)

Market capitalization plus total debt minus cash and cash equivalents.

(2)

As at December 31, 2014 and assumes that 7.5 billion boe of proved and probable reserves are produced at a rate of 534,900 boe/d, Suncor’s average daily production rate in 2014. Reserves

are presented as working interest (operated and non-operated) share before deduction of royalties and without including any royalty interests, and as of

December 31, 2014. See Reserves

in the Advisories.

(3)

5% is inclusive of 2015 to 2019, and assumes Suncor maintains current production levels and Hebron and Fort Hills ramp up on schedule (as disclosed by Suncor).

See Forward-Looking Statements in the Advisories.

(4)

CFOPs is a non-GAAP measure. See Non-GAAP Measures in the Advisories

for a reconciliation of cash flow from operations to cash flow provided by

operating activities, a GAAP measure.

Expected average annual five

year production growth

3

~5%

38

years

2P reserve life index

2

11

Suncor’s business model is robust even with lower oil prices

Cash flow is well in excess of dividends and sustaining capital

Sustainment

level

$2.9B

Dividends

$1.2B

Sustaining

capital

$1.7B

Available to

enhance

returns

$2.6B

Growth

capital

$3.0B

2

Nine months ended

September 30, 2015

($Billions)

Cash Flow

$5.5B

… cash flow  that is substantially

higher than dividends and

sustaining capital requirements …

Credit

unutilized

lines

$6.9B

Cash

& cash

equivalents

$5.4B

As at

September 30, 2015

($Billions)

… resulting in continued healthy

cash balances and total liquidity

Upgrader utilization

Nine months ended September 30, 2015

(excludes Syncrude)

Refinery utilization

Nine months ended September 30, 2015

In Situ utilization

1

Nine months ended September 30, 2015

Strong operational discipline

has driven …

94%

94%

97%

(1)

Based on 180,000 barrels per day of capacity for Firebag plus 38,000 barrels per day of capacity for MacKay River.

(2)

Includes $318 million of capitalized interest.

29¢

quarterly dividend

>20%

year dividend CAGR

1

13 years

$5.3B

-2014

>10%

$250

million

3

Suncor

-

A

strong

track

record

of

returning

cash

to

shareholders

12

(1)

Compound annual growth rate (CAGR).

(2)

Based on the weighted average number of shares outstanding in each year for 2011 to 2014 and as at September 30, 2015 in the case of 2015, and assumes a

quarterly dividend going forward of $0.29 per share (subject to approval by Suncor’s Board of Directors).

(3)

Targeted following completion of the Offer, subject to market conditions and assumes bid is completed in sufficient time to continue purchases. The figure

includes $40 million worth of shares repurchased in the three months ended September 30, 2015.

Repurchases per share

2

Dividends

per share

2

2011

2012

2013

2014

2015e

Q1 2016e

0.32

0.94

1.12

1.14

0.43

0.50

0.73

1.02

1.14

e = estimated

0.17

13

(1)

Free cash flow, free cash flow per share and cash flow from operations are non-GAAP measures. See Non-GAAP Measures in the Advisories.

(2)

Figures are divided by the weighted average number of shares outstanding in each period for each respective company.

Suncor has generated superior free cash flow

Suncor free cash

flow

1

per share

2

COS free cash flow

1

per share

2

2012

2013

2014

2015

Nine months

ended Sep. 30

1.80

1.76

1.43

1.02

0.01

0.36

-0.17

0.61

Free cash flow

1

reconciliation

Nine months

ended Sept. 30

Suncor ($ millions)

2012

2013

2014

2015

Cash flow provided by operating activities

8 859

10 100

8 936

5 441

Increase (decrease) in non-cash working capital

874

( 688)

122

71

Cash flow from operations

1

9 733

9 412

9 058

5 512

Capital and exploration expenditures

(6 957)

(6 777)

(6 961)

(4 637)

Free cash flow

1

2 776

2 635

2 097

875

Weighted average number of shares outstanding

(millions)

1 545

1 501

1 462

1 445

Free cash flow

1

per share

2

(dollars)

1.80

1.76

1.43

0.61

Canadian Oil Sands ($ millions)

Cash flow provided by (used in) operating activities

1 864

1 583

745

315

Increase (decrease) in non-cash working capital

( 283)

( 236)

361

( 87)

Cash flow from operations

1

1 581

1 347

1 106

228

Capital and exploration expenditures

(1 086)

(1 342)

( 930)

( 312)

Free cash flow

1

495

5

176

( 84)

Weighted average number of shares outstanding

(millions)

485

485

485

485

Free cash flow

1

per share

2

(dollars)

1.02

0.01

0.36

(0.17)

1

Dividend growth comparison

14

(1)

Global peers in alphabetical order, not necessarily as they appear in the chart: Anadarko Petroleum Corporation, Apache Corporation, COS, Cenovus

Energy Inc., Chesapeake Energy Corporation, Chevron Corporation, Canadian Natural Resources Limited, ConocoPhillips Co., Devon Energy

Corporation, Encana Corporation, Enersis S.A., EOG Resources Inc., Exxon Mobil Corporation, Hess Corporation, Husky Energy Inc., Imperial Oil

Limited, Marathon Oil Corporation, Murphy Oil Corporation, Occidental Petroleum Corporation, Royal Dutch Shell P.L.C. and Total S.A.

(2)

Includes distributions on COS predecessor’s trust units prior to December 31, 2010.

Five Year Dividend/Distribution Growth

September 2010 to September 2015

190%

Global peers

-100%

0%

100%

200%

-90%

2

1

1

Five Year Total Shareholder Returns

including reinvested dividends

15

Suncor

17%

COS

36%

Net Debt to Capitalization

as at September 30, 2015

Delivering for equity holders while maintaining a strong balance sheet

Suncor

Pro Forma

19%

(1) Source: Bloomberg, from October 3, 2010 to October 2, 2015 inclusive. 

(2) Net debt is defined as total debt less cash and cash equivalents. Capitalization is defined as total debt plus the book value of shareholders’ equity.

Suncor

+15%

COS

-69%

TSX Capped

Energy Index

-32%

Marginal

credit

profile

Strong

credit

profile

1

2

$103

$108

$114

$106

$92

$100

$99

$63

16

(1)

Current and pro forma percentages are based on boe production for the nine months ended September 30, 2015.

(2)

North America Onshore and Libya.

(3)

Suncor’s gross revenues net of royalties less purchases of crude oil and products and less transportation, divided by upstream production.

All figures rounded to the nearest dollar.

Exposure to oil price upside

Suncor production

Current

Pro Forma

1

99%

Oil

SCO

60%

Offshore

20%

Bitumen

19%

99%

Oil

SCO

66%

Offshore

17%

Bitumen

16%

Other

1%

Exposure to global oil price

Suncor integrated

realizations

per boe

COS light sweet

SCO per barrel

Brent

C$ per barrel

2015

Nine months

ended September 30

2012

2013

2014

$112

$112

$109

$72

1

2

3

1%

Other

2

17

(1)

Reserves are presented as working interest (operated and non-operated) share before deduction of royalties and without including any royalty interests,

and

as

of

December

31,

2014.

See

Reserves

in

the Advisories.

(2)

As at December 31, 2014 and assumes that approximately 7.5 billion boe of proved and probable reserves (2P) are produced at a rate of 534,900 boe/d,

Suncor’s average daily production rate in 2014.

(3)

As

at

December

31,

2014

and

assumes

that

approximately

1.6

billion

boe

of

proved

and

probable

reserves

(2P)

are

produced

at

a

rate

of

94,557 boe/d,

COS' average daily production rate in 2014.

(4)

Excludes Libya and North American Onshore production.

(5)

Compound annual growth rate (CAGR).

Larger, world class reserve base and expected production growth

Both companies have long-life,

low decline reserves

Billions

of

Boe

1

Suncor offers attractive production

growth with the benefits of diversification

Thousands of barrels per day

4.7

1P

Suncor

0.7

1P

COS

7.5 2P

1.6 2P

38

years

RLI

1,2

46

years

RLI

1,3

Suncor

4

Offshore

454

505

524

570

106

98

95

90

2012

2013

2014

2015

Nine months

ended September 30

Synthetic

crude oil

Bitumen

sales

COS

Synthetic

crude oil

Suncor brings strong operating experience

18

Upgrader utilization

SCO barrels produced divided by

350,000

barrels

per

day

1

2015

Nine months

ended September 30

Suncor

Syncrude

(1)

Nameplate capacity of both the Syncrude and Suncor upgrading complexes is 350,000 barrels per day.

(2)

Based on mined bitumen and synthetic crude oil production for the six months ended June 30, 2015. Source: Alberta Energy Regulator.

(3)

Based on thermally produced bitumen volumes for the six months ended June 30, 2015. Source: Alberta Energy Regulator.

(4)

Based on refining & marketing net earnings per barrel of capacity versus Suncor’s peers. See note 1 on slide 19.

50 Years

Operating experience

in

the oil sands

Largest

Miner

and

upgrader

2

Largest

In

situ

producer

3

Most

profitable

North

American

refiner

4

Continuous

Improvement

Operational

excellence

management system

Innovation

Advancing new

technologies

2012

2013

2014

0%

20%

40%

60%

80%

100%

Benefits of integration from Suncor’s downstream

19

80%

90%

100%

2011

2012

2013

2014

Refinery utilization vs. US average

Percent of refining capacity

Suncor

US

average

2

2015

Nine months

ended September 30

R&M Net Earnings

1

US$/bbl of capacity

Suncor

2015

Nine months

ended September 30

High

Average

Low

Peers

1

0

5

10

15

2011

2012

2013

2014

•

Suncor’s downstream is an industry leader in profitability and reliability

•

The integrated business model has enabled Suncor to capture margins

across the value chain and maximize the value of Oil Sands production

•

Integration mitigates crude oil price differential volatility and provides

downside protection in a low commodity price environment

(1)

Net earnings per barrel of capacity. Peers consist of Alon USA Energy, Inc., CVR Refining, LP, the U.S. downstream divisions of Chevron Corporation and Exxon Mobil Corporation, HollyFrontier

Corporation, the downstream divisions of Imperial Oil Limited and Husky Energy Inc., Marathon Petroleum Corporation, PBF Energy Inc., Phillips 66 Company, Tesoro Corporation, United

Refining Company, Valero Energy Corporation and Western Refining, Inc. United Refining Company had not reported third quarter 2015 net earnings as of November 6, 2015 and was thus

excluded from the figure for the nine months ended September 30, 2015. Suncor, CVR Refining, LP and Husky Energy Inc. report net earnings on a

first-in-first-out inventory valuation basis, while other peers report on a last-in-first-out basis and therefore Suncor’s net earnings in a given period may not be

comparable to those peers.

(2)

Source: US Energy Information Administration.

20

Suncor is the largest operator in the oil sands

Syncrude

Fort

Hills

Voyageur

South

Millennium &

Steepbank

Mines

Lewis

Firebag

Mackay

River

Suncor & other JV

properties

Syncrude properties

Experience

Brings strong operating experience to governance of Syncrude Board

and Management Committee

Commitment

Would commit additional experienced personnel to work with operator

on reliability and long-term strategic decision making

Synergies

Explore regional synergies with respect to operations, capital

investment and technology

21

Suncor is offering compelling value to COS shareholders

•

Substantial premium

to pre-Offer Equity Value (+57%)

1

•

Significant opportunity for cash dividend increase (+45%)

2

with a track

record of delivering increasing returns to shareholders

•

Participation in Suncor’s anticipated growth

and shareholder value

creation

•

Continued exposure to oil price recovery

•

Intended to enable tax-deferred rollover on closing

•

Expected elimination of $25 million administration

costs annually

•

Simplified and enhanced Syncrude governance

•

With a 48.74% working interest in Syncrude, Suncor would commit

additional experienced personnel to work closely with the operator to

improve reliability and long-term strategic decision making

•

Increased liquidity, stronger balance sheet and improved credit

profile

•

Capture regional synergies

associated with Suncor’s midstream and

downstream asset base and profitable integrated model

(1)

Based on the closing price of the Suncor shares on the TSX on October 30, 2015.

(2)

Based on Suncor’s and COS' current quarterly dividends.

22

Current tender process, timing and instructions (subject to change)

•

Offer open for 60 days, expiring December 4, 2015

•

Registered COS shareholders wanting to benefit from the Offer must complete and deliver

Letter of Transmittal and share certificates to Depositary

•

Beneficial (i.e. non-registered) COS shareholders must contact their broker, financial

institution or other entity that holds their Shares to tender to the Offer

Questions can be direct to:

Toll Free in

North America

Outside

North America

Suncor Investor Relations

Offer@suncor.com

1-800-558-9071

403-296-9068

Information Agent:

D.F. King Canada

Inquiries@dfking.com

1-866-521-4427

201-806-7301

Dealer Managers:

J.P. Morgan Securities Canada Inc.

CIBC World Markets Inc.

1-888-270-2178

1-844-670-8949

403-532-2134

416-956-3001

Depository:

Computer Share Investor Services

CorporateActions

@computershare.com

1-800-564-6253

514-982-7555

23

Appendix

24

Frequently asked questions

Is Suncor

comfortable increasing

its exposure to oil sands,

particularly to an asset that has

experienced weak operational

performance?

•

Oil sands

is at the very core of Suncor.  We bring five decades of oil sands experience to the table.

•

We have

steadily

improved

the

reliability

and

profitability

of

our

own

mining

and

upgrading

operations

which

are similar and adjacent to those of Syncrude.

•

We

expect to improve the governance of Syncrude and continue to support the operator in achieving lower

costs and increased reliability, following a successful offer.

On what information is Suncor’s

offer for Canadian Oil Sands

based?

•

As an existing owner of 12% of Syncrude, Suncor has access to the same information as COS and every

other Syncrude owner.

•

COS

chairs

the

Syncrude

committees

where

this

information

is

tabled

(see

page

9

of

COS’

2014

Annual

Information Form). All material information we are aware of has been made public.

How does Suncor’s offer for COS

compare to what it recently paid

for an additional 10% working

interest in Fort Hills?

•

Suncor

is

offering

significantly

more

for

COS’

ownership

stake

in

Syncrude

–

$76,800

1

per

flowing

barrel

at

Syncrude versus $56,000

2

per flowing barrel at Fort Hills.

•

We value assets on their free cash flow profiles, however, and not on a cost per flowing barrel basis.

•

Fort

Hills

is

a

brand

new

asset,

operated

by

Suncor,

that

is

expected

to

produce

a

high

quality

pipeline-ready

bitumen

at

operating

and

sustaining

capital

costs

that

are

expected

to

be

much

lower

than

Syncrude’s.

Has Suncor factored the value of

Lease 29 into its bid?

•

We

believe

our

bid

includes

full

and

fair

value

for

all

of

COS’

assets

and

liabilities.

•

Lease 29 is an asset that belongs to Syncrude. It’s important to note that any decision to sell a Syncrude

lease requires support from other Syncrude owners who would have to align on appropriate value,

regardless of Suncor’s ownership stake.

Will Suncor increase its offer?

•

On October 5, 2015, Suncor made a full and fair offer which includes:

•

A 57% premium to COS’ pre-offer closing price

3

•

A 45% cash dividend uplift

4

•

An all share deal that is intended to enable a tax-deferred rollover

•

Ownership of Suncor shares that will provide continued exposure to oil prices.

(1)

Assumes $6.9 billion total consideration for COS divided by 90,285 bbls/d, COS' average daily volumes for the nine months ended September 30, 2015.

(2)

Based

on

$1.0

billion

total

consideration

for

10%

of

Fort

Hills

divided

by

18,000

barrels

per

day

(Suncor

press

release

dated

September

21,

2015).

(3)

Based on the closing price of the Suncor shares on the TSX on October 30, 2015.

(4)

Based on Suncor’s and COS' current quarterly dividends.

25

Syncrude Overview

Operations

•

Located

near

Fort

McMurray,

AB,

adjacent

to

Suncor

Base

Operations

•

Operates oil sands mines and an upgrading complex

Products

•

Produces

a

single

high

quality,

light,

sweet,

synthetic

crude

oil

(SCO)

blend

referred to as “Syncrude Sweet Premium” (SSP)

Structure

&

Control

•

Syncrude Canada Limited (SCL) is the operator

Change in operatorship requires unanimous support of the owners

•

Imperial

Oil Limited (IOL) provides a wide range of management and other

services to SCL under a Management Services Agreement (MSA)

Termination of the MSA requires 24 months notice by either IOL or by a

vote of three non-affiliated partners with at least 51% interest in SCL

Capacity

•

Nameplate

capacity of 350,000 barrels per day

Reserves

•

4.4 billion barrels of 2P reserves

•

2P reserve life of 46 years

Syncrude

Joint

Venture

ownership

Suncor

Energy Ventures

Partnership

Canadian

Oil Sands

Partnership #1

Imperial

Oil Resources

Sinopec

Oil Sands

Partnership

Nexen

Oil Sands

Partnership

Murphy

Oil Company

Ltd.

Mocal

Energy Limited

12.0%

36.74%

25.0%

9.03%

7.23%

5.0%

5.0%

(1)

Clauses

909

and

910

(pages

62-64A)

of

the

Syncrude

Project

Ownership

and

Management

Agreement

dated

February

4,

1975

as

filed

on

SEDAR

by

COS

on

March

28,

2008.

(2)

‘Management Service Agreement’ (pages 14-15) of COS’ 2014 Annual Information Form.

(3)

Represents

the

reserves

of

Syncrude,

and

is

based

on

COS'

reported

reserves

and

interest

in

Syncrude.

See

Reserves

in

the

Advisories.

(4)

Assumes that the approximately 4.4 billion barrels of proved and probable reserves are produced at a rate of 257,368 boe/d, Syncrude’s average daily

production

rate in 2014, based on numbers reported by COS.

4

3

1

1,2

26

Notes

27

Notes

Visit us at the Investor Centre on Suncor.com

1-800-558-9071

offer@suncor.com

For

additional

information

regarding

the

Offer,

please

visit:

www.suncorofferforcanadianoilsands.com

Investor Relations Contacts

Steve Douglas

Leigh MacComb

Samantha

Enns

Vice President

IR

Analyst

IR

Associate

IR

28