Suncor Energy shareholders approve merger with Petro-Canada



    
    All other resolutions also passed at annual general and special
    shareholder meeting.
    

    CALGARY, June 4 /CNW/ - Suncor Energy Inc. today held its annual general
and special meeting of shareholders in Calgary. The meeting was attended by
approximately 250 in person, with an additional 500 joining via webcast. A
total of approximately 693,627,598 shares were represented in person or by
proxy.
    During business proceedings at the meeting, shareholders received
Suncor's consolidated financial statements for the year ended December 31,
2008 together with the auditors' report thereon and approved the following
resolutions:

    
    1.  the plan of arrangement, which will result in the merger of Suncor
        and Petro-Canada, once all regulatory approvals are received and the
        ongoing review by the Canadian Competition Bureau is complete, with
        98.07% of shares represented voting in favour;

    2.  a new stock option plan for the combined company that would bring
        together the plans of Suncor and Petro-Canada and be used to attract
        and retain highly qualified directors, officers and employees, with
        57.67% of shares represented voting in favour;

    3.  the election of 11 Board members, including 10 independent directors
        until the earlier of either the completion of the merger or the next
        annual general meeting, with shares represented voting in favour of
        individual directors as follows:

        Mel Benson           91.41%
        Brian Canfield       99.44%
        Bryan Davies         96.85%
        Brian Felesky        99.37%
        John Ferguson        96.76%
        W. Douglas Ford      99.19%
        Richard George       99.55%
        John Huff            96.73%
        M. Ann McCaig        96.81%
        Michael O'Brien      99.48%
        Eira Thomas          99.38%

        The biographies of Board members and further details about Suncor's
        corporate governance practices are available on www.suncor.com; and

    4.  the appointment of PricewaterhouseCoopers LLP as Suncor's auditors.
    

    "This is a great vote of confidence from our shareholders," said Rick
George, president and chief executive officer of Suncor. "Creating a
made-in-Canada company that can compete on a global scale is good for
shareholders and good for Canada. We anticipate that our two companies will be
able to realize efficiencies and opportunities neither of us could have
realized on our own. With an integrated business model we expect to have a
global leadership position in the oil sands industry, a strong Canadian
downstream brand, an attractive portfolio of domestic and international oil
and natural gas assets, and numerous growth opportunities through the combined
inventory of Suncor and Petro-Canada's potential development projects."
    The text of remarks by Rick George, Suncor president and chief executive
officer and, Ken Alley, senior vice president and chief financial officer, is
available in the newsroom section of www.suncor.com. An archive of the video
webcast of the meeting is available at www.suncor.com/webcasts.

    This news release contains forward-looking statements identified by the
words "expects", "anticipate", "will" and similar expressions that address
expectations or projections about the future. The forward-looking statements
and information in this press release are based on certain key expectations
and assumptions made by Suncor, including the receipt, in a timely manner, of
regulatory and third party approvals in respect of the proposed merger.
Although Suncor believes that the expectations and assumptions on which such
forward-looking statements and information are based are reasonable, undue
reliance should not be placed on the forward-looking statements and
information because Suncor can give no assurance that they will prove to be
correct. Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that could
affect the operations or financial results of Suncor or the merged company are
included in reports on file with applicable securities regulatory authorities
and may be accessed through the SEDAR website (http://www.sedar.com/), the
SEC's website (http://www.sec.gov/) or at Suncor's website
(http://www.suncor.com/).

    Suncor Energy Inc. is an integrated energy company headquartered in
Calgary, Alberta. Suncor's oil sands business, located near Fort McMurray,
Alberta, extracts and upgrades oil sands and markets refinery feedstock and
diesel fuel, while operations throughout western Canada produce natural gas.
Suncor also operates a refining and marketing business which includes
refining, retail, pipeline and distribution operations in Ontario, Canada and
in Colorado and Wyoming in the United States. Suncor's common shares (symbol:
SU) are listed on the Toronto and New York stock exchanges.
    Suncor Energy (U.S.A.) Inc. is an authorized licensee of the Shell(R) and
Phillips 66(R) brand and marks in the state of Colorado. Sunoco in Canada is
separate and unrelated to Sunoco in the United States, which is owned by
Sunoco, Inc. of Philadelphia.





For further information:

For further information: Brad Bellows, (403) 269-8717

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