Exhibit 4.1


 


ARTICLES OF ARRANGEMENT OF THE REGISTRANT.


 






 












 


 Industry Canada     Industrie Canada


 


 


	
  Certificate of Arrangement

  	
   

  	
  Certificat
  d’arrangement

  
	
   

  	
   

  	
   

  
	
  Canada Business Corporations Act

  	
   

  	
  Loi
  canadienne sur les sociétés par actions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Suncor Energy Inc.

  	
   

  	
  241769-3

  
	
   

  	
   

  	
   

  
	
  Suncor Énergie Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Petro-Canada

  	
   

  	
  267612-5

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of CBCA
  corporation(s) involved - 

  	
   

  	
  Corporation number – Numéro de la société

  
	
  Dénomination(s) de
  la (des) société(s)

  	
   

  	
   

  
	
  L C S A
  concernée(s)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  I hereby certify that the arrangement set out in the
  attached articles of arrangement, involving the above-referenced
  corporation(s), has been effected under section 192 of the Canada Business Corporations Act.

  	
   

  	
  Je certifie que l’arrangement mentionné dans les
  clauses d’arrangement annexées, concernant la (les) société(s) susmentionnée(s),
  a pris effet en vertu de l’article 192 de la Loi
  canadienne sur les sociétés par actions

  
	
   

  	
   

  	
   

  
	
   

  	
  

  	
   

  	
   

  	
  August 1, 2009 / le l août
  2009



  
	
  Richard G Shaw

  	
   

  	
  Date of
  Arrangement - Date de l’arrangement

  
	
  Director - Directeur

  	
   

  	
   

  
	
   

  	
   

  	
   

  
							



 





 













 


	
  

  	
  Industry
  Canada 

  	
  Industrie
  Canada 

  	
  FORM 14.1

  	
  FORMULAIRE 14.1

  
	
   

  	
  Canada
  Business

  Corporations Act

  	
  Loi
  canadienne sur les

  sociétés par actions

  	
  ARTICLES OF ARRANGEMENT

  (SECTION 192)

  	
  CLAUSES D’ARRANGEMENT

  (ARTICLE 192)

  



 


	
   1 -- Name of the applicant corporation(s) -
  Dénomination sociale de la(des) requérante(s) 

   

  Suncor Energy Inc.

  Petro-Canada

  	
   2 -- Corporation No.(s) - N°(s) de
  la(des) société(s)

   

  2417693

  2676125

  
	
   

  	
   

  
	
   3 --
  Name of the corporation(s) the articles of which are amended, if
  applicable

  Dénomination sociale de la(des) société(s) dont les statuts sont modifiés,
  le cas échéant

   

  N/A

  	
   4 -- Corporation No.(s) - N°(s) de
  la(des) société(s)

  
	
   

  	
   

  
	
   5 --
  Name of the corporation(s) created by amalgamation, if applicable

  Dénomination sociale de la(des) société(s) issue(s) de la(des)
  fusion(s), le cas échéant

   

  Suncor Energy Inc.

  	
   6 -- Corporation No.(s) - N°(s) de
  la(des) société(s)



  4490339

   

  
	
   

  	
   

  
	
  7 -- Name of the dissolved corporation(s),
  if applicable

  Dénomination sociale de la(des) société(s) dissoute(s), le cas échéant

   

  N/A

  	
   8 -- Corporation No.(s) - N°(s) de
  la(des) société(s)

  
	
   

  	
   

  
	
  9 -- Name of other corporations involved, if
  applicable

  Dénomination sociale des autres sociétés en cause, le cas échéant

   

  see attached Schedule 1

   

  	
   10
  -- Corporation No.(s) or Jurisdiction of Incorporation 

  N°(s) de la(des) société(s)/ou loi sous le régime de laquelle elle est
  constituée

  



11 -- In
accordance with the order approving the arrangement - Conformément aux termes
de l’ordonnance approuvant l‘arrangement


 


	
  a. o

  	
  The
  articles of the above named corporation(s) are amended in accordance
  with the attached plan of arrangement Les statuts de la(des) société(s) susmentionnée(s) sont
  modifiés en conformité avec le plan d’arrangement ci-joint

  
	
   

  	
   

  
	
   

  	
  The
  name of                                                                                 
  is changed to                                                                               

  
	
   

  	
   

  
	
   

  	
  La dénomination
  sociale de                                                                   
  est modifiée pour                                                                 

  
	
   

  	
   

  
	
  b. 

  	
  The
  following bodies corporate are amalgamated in accordance with the attached
  plan of arrangement Les personnes morales suivantes sont fusionnées conformément
  au plan d’arrangement ci-joint

  
	
   

  	
   

  
	
  c. o

  	
  The
  above named corporation(s) is(are) liquidated and dissolved in
  accordance with the attached plan of arrangement La(les) société(s) susmentionnée(s) est(sont)
  liquidée(s) et dissoute(s) conformément au plan d’arrangement
  ci-joint

  
	
   

  	
   

  
	
  d. 

  	
  The
  plan of arrangement attached hereto, involving the above named body(ies),
  corporate is hereby effected Le plan d’arrangement ci-joint portant sur
  la(les) personne(s) morale(s) susmentionnée(s) prend effet

  
	
   

  	
   

  
	
   

  	
  The
  following corporations are amalgamated: Suncor Energy Inc., Petro-Canada,
  7208782 Canada Inc., 4525752 Canada Inc., 7208821 Canada Inc. and 7208663
  Canada Inc.

  
	
   

  	
   

  
	
   

  	
  For additional Information concerning the amalgamated corporation,
  Suncor Energy Inc., see attached Schedule 2

  



 


 


 


	
  Signature

  	
  Printed
  Name - Nom en lettres moulées

  	
   

  	
  12 --
  Capacity of - En qualité de

  	
  13 -- Tel. No. - N° de tél.

  
	
  

  	
   

  Janice
  B. Odegaard

  	
   

  	
   

  Vice
  President, Corp. Secretary, Suncor

  	
   

  (403) 269-8151

  
	
  Hugh
  L. Hooker

  	
   

  	
  Corporate
  Secretary, Petro Canada

  	
   

  
	
  FOR DEPARTMENTAL USE ONLY - A L’USAGE DU MINISTERE
  SEULEMENT

  
	
   

  
	
  Aug 01 2009

  
	
   

  
	
   

  
	
  IC 3189 (2003/06)

  	
  

  



 













 


SCHEDULE
1 TO


ARTICLES OF ARRANGEMENT


 


9.             Name of other corporations
involved, if applicable:


 


	
  7208782 Canada Inc.

  	
  720878-2

  
	
  4525752 Canada Inc.

  	
  452575-2

  
	
  7208821 Canada Inc.

  	
  720882-1

  
	
  7208863 Canada Inc.

  	
  720886-3

  



 













 


SCHEDULE 2 TO


ARTICLES OF ARRANGEMENT


 


1.             NAME OF THE AMALGAMATED
CORPORATION:


 


Suncor Energy Inc.


 


2.             THE PROVINCE OR TERRITORY IN CANADA WHERE THE
REGISTERED OFFICE IS TO BE SITUATED:


 


Alberta


 


3.             THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES
THAT THE CORPORATION IS AUTHORIZED TO ISSUE:


 


Suncor Energy Inc. is authorised to issue: (A) an unlimited number
of preferred shares issuable in series designated as Senior Preferred Shares; (B) an
unlimited number of preferred shares issuable is series designated as Junior
Preferred Shares; and (C) an unlimited number of common shares.  The rights, privileges, restrictions and
conditions attaching to shares of Suncor Energy Inc. shall be as set forth in
Schedule A to the Plan of Arrangement.


 


4.             RESTRICTIONS, IF ANY, ON SHARE
TRANSFERS:


 


The restrictions on the transfer of shares of Suncor Energy Inc. shall
be as set forth in Schedule B to the Plan of Arrangement.


 


5.             NUMBER (OR MINIMUM AND MAXIMUM
NUMBER) OF DIRECTORS:


 


Minimum: 8           Maximum: 15


 


6.             RESTRICTIONS, IF ANY, ON BUSINESS
THE CORPORATION MAY CARRY ON:


 


There shall be no restrictions on the business Suncor Energy Inc. may
carry on or on the powers it may exercise.


 


7.             OTHER PROVISIONS, IF ANY


 


See Schedule C to the Plan of Arrangement.


 


8.             THE AMALGAMATION HAS BEEN APPROVED PURSUANT
TO THAT SECTION OR  SUBSECTION OF
THE ACT WHICH IS INDICATED AS FOLLOWS:


 


Section 192


 


9.             NAME OF THE AMALGAMATING CORPORATIONS AND
THEIR CORPORATE ACCESS NUMBERS ARE:


 


	
  Suncor Energy Inc.

  	
  2417693

  
	
  Petro-Canada

  	
  2676125

  
	
  7208782 Canada Inc.

  	
  720878-2

  
	
  4525752 Canada Inc.

  	
  452575-2

  
	
  7208821 Canada Inc.

  	
  720882-1

  
	
  7208863 Canada Inc.

  	
  720886-3

  



 













 


SCHEDULE 1.1 (a)


 


PLAN OF ARRANGEMENT


 


INVOLVING


 


SUNCOR ENERGY INC., PETRO-CANADA,


CERTAIN SUBSIDIARIES OF


SUNCOR ENERGY INC. AND PETRO-CANADA,


THE SHAREHOLDERS OF SUNCOR ENERGY INC.


AND THE SHAREHOLDERS OF PETRO-CANADA


 


made pursuant to


 


Section 192 of the Canada Business Corporations Act


 


ARTICLE I


 


INTERPRETATION


 


1.1      Definitions


 


In
this Plan of Arrangement the following terms shall have the respective meanings
set out below and grammatical variations of such terms shall have corresponding
meanings:


 


‘‘Aggregate Petro-Canada Shareholder Elected Amount’’ has
the meaning set forth in subsection 2.3(b) of this Plan of Arrangement;


 


‘‘Aggregate Suncor Shareholder Elected Amount’’ has
the meaning set forth in subsection 2.4(b) of this Plan of Arrangement;


 


‘‘Amalco’’ means the corporation continuing
as a successor to the Amalgamating Corporations under the CBCA following the
effectiveness of the Arrangement contemplated hereby;


 


‘‘Amalco Shares’’ means common shares in the
capital of Amalco;


 


‘‘Amalgamating Corporations’’ means Suncor,
Petro-Canada, Subco 1, Subco 2, Subco 3 and Subco 4;


 


‘‘Arrangement’’ means the arrangement under
section 192 of the CBCA on the terms and subject to the conditions set out in
this Plan of Arrangement, subject to any amendments or variations thereto made
in accordance with Section 8.3 of the Arrangement Agreement or ARTICLE V
hereof or made at the direction of the Court in the Final Order;


 


‘‘Arrangement Agreement’’ means the agreement
made as of March 22, 2009 between Suncor and Petro-Canada, as amended,
supplemented or restated in accordance therewith prior to the Effective Date,
providing for, among other things, the Arrangement;


 


‘‘Arrangement Resolution’’ means the special
resolution passed by the Suncor Shareholders at the Suncor Shareholders’
Meeting and by the Petro-Canada Shareholders at the Petro-Canada Shareholders’
Meeting substantially in the form of Schedule 1.1(b) to the Arrangement
Agreement;


 


‘‘Articles of Arrangement’’ means the
articles of arrangement of Suncor and Petro-Canada in respect of the Arrangement,
required by the CBCA to be sent to the Director after the Final Order is made;


 


‘‘associates’’ has the meaning assigned to
such term in section 9 of the Petro-Canada
Public Participation Act;


 













 


‘‘business day’’ means any day, other than a
Saturday, a Sunday or a statutory holiday, in the Province of Alberta;


 


‘‘CBCA’’ means the Canada Business Corporations Act, R.S.C. 1995, c. C-44, as
amended;


 


‘‘Certificate’’ means the certificate of
arrangement giving effect to the Arrangement, issued pursuant to subsection 192(7) of
the CBCA after the Articles of Arrangement have been filed;


 


‘‘Court’’ means the Court of Queen’s Bench of
Alberta;


 


‘‘Depositary’’ means Computershare Investor
Services Inc. at its offices set out in the Letter of Transmittal and Election
Form;


 


‘‘Director’’ means the Director appointed
pursuant to section 260 of the CBCA;


 


‘‘Dissenting Petro-Canada Shareholder’’ means
a Petro-Canada Shareholder who dissents in respect of the Arrangement in strict
compliance with Section 3.2;


 


‘‘Dissenting Suncor Shareholder’’ means a
Suncor Shareholder who dissents in respect of the Arrangement in strict
compliance with Section 3.1;


 


‘‘Effective Date’’ means the date shown in
the Certificate issued by the Director;


 


‘‘Effective Time’’ means 12:01 a.m.
(Calgary time) on the Effective Date;


 


‘‘Eligible Petro-Canada Shareholder’’ means
a Petro-Canada Shareholder who is an individual and not a corporation,
partnership or trust and who is not a Non-Resident Petro-Canada Shareholder or
a Dissenting Petro-Canada Shareholder;


 


‘‘Eligible Suncor Shareholder’’ means
a Suncor Shareholder who is an individual and not a corporation, partnership or
trust and who is not a Non-Resident Suncor Shareholder or a Dissenting Suncor
Shareholder;


 


‘‘Excess
Shares’’ has the meaning set forth in subsection 2.2(f)(xv)(H)(I) of
this Plan of Arrangement;


 


‘‘Filed Letter of Transmittal’’ means
a duly completed Letter of Transmittal and Election Form deposited with
the Depositary on or before the Petro-Canada Election Deadline, in respect of a
Letter of Transmittal and Election Form filed by a Petro-Canada
Shareholder, or the Suncor Election Deadline, in respect of a Letter of
Transmittal and Election Form filed by a Suncor Shareholder;


 


‘‘Final Order’’ means the
order of the Court approving the Arrangement, as such order may be amended at
any time prior to the Effective Date or, if appealed, then unless such appeal
is withdrawn or denied, as affirmed;


 


‘‘Interim Order’’ means an
order of the Court, as the same may be amended, containing declarations and
directions in respect of the notice to be given and the conduct of the Suncor
Shareholders’ Meeting and the Petro-Canada Shareholders’ Meeting with respect
to the Arrangement;


 


‘‘Letter of Transmittal and Election Form’’ means
the Letter of Transmittal and Election Form for use by Suncor Shareholders
and Petro-Canada Shareholders to be delivered in connection with the
Arrangement;


 


‘‘Non-Resident’’ means a person (within the
meaning of the Tax Act but, for greater certainty, not including a partnership)
who is not resident in Canada for the purposes of the Tax Act;


 


‘‘Non-Resident Petro-Canada Shareholder’’ means
a Petro-Canada Shareholder that is a Non-Resident;


 


‘‘Non-Resident Suncor Shareholder’’ means a
Suncor Shareholder that is a Non-Resident;


 













 


‘‘Original Petro-Canada Shareholder Elected Amount’’ has
the meaning set forth in subsection 2.3(b) of this Plan of Arrangement;


 


‘‘Original Suncor Shareholder Elected Amount’’ has
the meaning set forth in subsection 2.4(b) of this Plan of Arrangement;


 


‘‘Person’’ includes an individual, firm,
trust, partnership, association, corporation, joint venture, trustee, executor,
administrator, legal representative or government (including any Governmental
Entity);


 


‘‘Petro-Canada’’ means Petro-Canada, a
corporation existing under the CBCA;


 


‘‘Petro-Canada Electing Shareholders’’
means Petro-Canada Shareholders who are Eligible Petro-Canada
Shareholders and who, subject to pro-ration under subsection 2.3(b), elect to
transfer all (but not less than all) of their Petro-Canada Shares to Subco 2 in
consideration for Subco 1 Non-Voting Shares in accordance with subsection 2.3
of this Plan of Arrangement;


 


‘‘Petro-Canada Election Deadline’’ means 4:30 p.m.
(Calgary time) on the date specified in the Letter of Transmittal and Election
Form;


 


‘‘Petro-Canada Exchange Ratio’’ means 1.28
Amalco Shares for each Petro-Canada Share or Subco 1 Non-Voting Share, as the
case may be;


 


‘‘Petro-Canada Shareholder’’ means a holder
of Petro-Canada Shares;


 


‘‘Petro-Canada Shareholders’ Meeting’’
means such meeting or meetings of the Petro-Canada Shareholders,
including any adjournment thereof, that is to be convened as provided by the
Interim Order to consider, and if deemed advisable approve, the Arrangement;


 


‘‘Petro-Canada Shares’’ means the common
shares in the capital of Petro-Canada issued and outstanding immediately prior
to the Effective Date;


 


‘‘Petro-Canada Transfer Limit’’ has the
meaning set forth in subsection 2.3(b) of this Plan of Arrangement;


 


‘‘Reduced Petro-Canada Shareholder Elected Amount’’ has
the meaning set forth in subsection 2.3(b) of this Plan of Arrangement;


 


‘‘Reduced Suncor Shareholder Elected Amount’’ has
the meaning set forth in subsection 2.4(b) of this Plan of Arrangement;


 


‘‘Subco 1’’ means 7208782 Canada Inc., a
corporation incorporated under the CBCA and a subsidiary of Suncor;


 


‘‘Subco 1 Non-Voting Shares’’ means the Class B
common non-voting shares in the capital of Subco 1;


 


‘‘Subco 2’’ means 4525752 Canada Inc., a
corporation incorporated under the CBCA and a subsidiary of Subco 1;


 


‘‘Subco 2 Shares’’ means the common shares in
the capital of Subco 2;


 


‘‘Subco 3’’ means 7208821 Canada Inc., a
corporation incorporated under the CBCA and a subsidiary of Petro-Canada;


 


‘‘Subco 3 Non-Voting Shares’’ means the Class B
common non-voting shares in the capital of Subco 3;












 


‘‘Subco 4’’ means 7208863
Canada Inc., a corporation incorporated under the CBCA and a subsidiary of
Subco 3;


 


‘‘Subco 4 Shares’’ means common shares in the
capital of Subco 4;


 


‘‘Suncor’’ means Suncor Energy Inc., a
corporation existing under the CBCA;


 


‘‘Suncor Electing Shareholders’’ means
Suncor Shareholders who are Eligible Suncor Shareholders and who, subject to
pro-ration under subsection 2.4(b), elect to transfer all (but
not less than all) of their Suncor Shares to Subco 4 in consideration for Subco
3 Non-Voting Shares in accordance with subsection 2.4 of this Plan of
Arrangement;


 


‘‘Suncor Election Deadline’’ means
4:30 p.m. (Calgary time) on the date specified in the Letter of
Transmittal and Election Form;


 


‘‘Suncor Exchange Ratio’’ means
1.00 Amalco Share for each Suncor Share or Subco 3 Non-Voting Share, as the
case may be;


 


‘‘Suncor Shareholder’’ means a holder of
Suncor Shares;


 


‘‘Suncor Shareholder Rights Plan’’ means
Suncor’s amended and restated Shareholder Rights Plan dated April 24, 2008;


 


‘‘Suncor Shareholders’ Meeting’’ means such
meeting or meetings of the Suncor Shareholders, including any adjournment
thereof, that is to be convened as provided by the Interim Order to consider,
and if deemed advisable approve, the Arrangement;


 


‘‘Suncor Shares’’ means the common shares in
the capital of Suncor issued and outstanding immediately prior to the Effective
Date;


 


‘‘Suncor SRP Rights’’ means rights under the
Suncor Shareholder Rights Plan;


 


‘‘Suncor Transfer Limit’’ has the meaning set
forth in subsection 2.4(b) of this Plan of Arrangement; and


 


‘‘Tax Act’’ means the Income Tax Act, R.S.C. 1985, c. 1 (5th
Supp.), as amended, including the regulations promulgated thereunder, as
amended from time to time.


 


Any
capitalized terms used but not defined herein shall have the meaning ascribed
to such terms in the Arrangement Agreement.


 


1.2      Sections and Headings


 


The division of this Plan of
Arrangement into sections and the insertion of headings are for reference
purposes only and shall not affect the interpretation of this Plan of
Arrangement. Unless otherwise indicated, any reference in this Plan of
Arrangement to a section or a schedule refers to the specified section of or
schedule to this Plan of Arrangement.


 


1.3      Number and Gender


 


In
this Plan of Arrangement, unless the contrary intention appears, words
importing the singular include the plural and vice versa; and words importing
gender shall include all genders.


 













 


ARTICLE
II


ARRANGEMENT


 


2.1      Binding Effect


 


This
Plan of Arrangement will become effective at, and be binding at and after, the
Effective Time on: (a) the Amalgamating Corporations; (b) all Suncor
Shareholders; and (c) all Petro-Canada Shareholders.


 


2.2      Arrangement


 


Commencing
at the Effective Time, the following shall occur and shall be deemed to occur
in the following order without any further act or formality:


 


(a)      the Suncor Shareholder Rights Plan shall
terminate and cease to have any further force or effect and the Suncor SRP
Rights shall be cancelled;


 


(b)      subject to Section 2.3, the Petro-Canada
Shares held by each Petro-Canada Electing Shareholder who so elects in a Filed
Letter of Transmittal with respect to such Petro-Canada Shares shall be sold,
assigned and transferred by such Petro-Canada Electing Shareholder directly to Subco
2, as principal, free of any claims (in consideration for Subco 1 Non-Voting
Shares to be issued by Subco 1 to the Petro-Canada Electing Shareholder in
accordance with subsection 2.2(c));


 


(c)      Subco 1 shall issue Subco 1 Non-Voting Shares
to the Petro-Canada Electing Shareholders whose Petro-Canada Shares have been
transferred to Subco 2 in accordance with subsection 2.2(b) on the basis
of one Subco 1 Non-Voting Share for each Petro-Canada Share so sold, assigned
and transferred to Subco 2 and Subco 2 shall issue an equal number of Subco 2
Shares to Subco 1 in consideration for Subco 1 issuing the Subco 1 Non-Voting
Shares to the Petro-Canada Electing Shareholders;


 


(d)     subject to Section 2.4, the Suncor
Shares held by each Suncor Electing Shareholder who so elects in a Filed Letter
of Transmittal with respect to such Suncor Shares shall be sold, assigned and
transferred by such Suncor Electing Shareholder directly to Subco 4, as
principal, free of any claims (in consideration for Subco 3 Non-Voting Shares
to be issued by Subco 3 to the Suncor Electing Shareholder in accordance with
subsection 2.2(e));


 


(e)     Subco 3 shall issue Subco 3 Non-Voting Shares to the Suncor Electing
Shareholders whose Suncor Shares have been transferred to Subco 4 in accordance
with subsection 2.2(d) on the basis of one Subco 3 Non-Voting Share for
each Suncor Share so sold, assigned and transferred to Subco 4 and Subco 4
shall issue an equal number of Subco 4 Shares to Subco 3 in consideration for
Subco 3 issuing the Subco 3 Non-Voting Shares to the Suncor Electing
Shareholders;


 


(f)      the Amalgamating Corporations shall be amalgamated and continued as one
corporation under the CBCA in accordance with the following:


 


(i)         Name. The name of Amalco shall be ‘‘Suncor Energy Inc.’’;


 


(ii)        Registered
Office. The registered office of
Amalco shall be located at P.O. Box 38, 112 - 4th Avenue S.W., Calgary,
Alberta, T2P 2V5;


 


(iii)       Business and
Powers. There shall be no
restrictions on the business Amalco may carry on or on the powers it may exercise;


 













 


(iv)     Share Provisions. Amalco is authorized to issue: (A) an
unlimited number of preferred shares issuable in series designated as Senior
Preferred Shares; (B) an unlimited number of preferred shares issuable in
series designated as Junior Preferred Shares; and (C) an unlimited number
of Amalco Shares. The rights, privileges, restrictions and conditions attaching
to shares of Amalco shall be as set forth in Schedule A hereto;


 


(v)      Restrictions on
Transfer. The
restrictions on the transfer of shares of Amalco shall be as set forth in
Schedule B hereto;


 


(vi)     Other
Restrictions. The additional
restrictions on Amalco shall be as set forth in Schedule C hereto;


 


(vii)    Amendment
of Restrictions on Repeal of Legislation.


 


(A)     On the date section 9(1)(a) of the Petro-Canada Public Participation Act, as amended from time
to time, and any other provisions contained in such Act relating to limitations
on individual ownership of voting shares of Amalco is repealed and not replaced
with other constraints on the issue, transfer or ownership of voting shares by
individual Persons, Schedule B hereto and all references thereto shall be
deleted in their entirety. For greater certainty, this provision shall not
apply in the event section 9(1)(a) of the Petro-Canada
Public Participation Act, as amended from time to time, is amended
but not repealed or if such provision is repealed but is replaced with other
provisions constraining the issue, transfer, ownership or voting of voting
shares;


 


(B)        On the date the Petro-Canada Public
Participation Act, as amended from time to time, is repealed in its
entirety and not replaced with other constraints on Amalco, Schedules B and C
hereto and all references thereto shall be deleted in their entirety; and


 


(C)        Amalco shall, within 30 days of the
amendments or repeal provided in this section becoming effective, send each
holder of Amalco Shares notice thereof;


 


(viii)    Directors and Officers.


 


(A)    Minimum and Maximum. The directors of Amalco shall, until otherwise changed in accordance
with the CBCA, consist of a minimum number of eight and a maximum number of
fifteen directors;


 


(B)     Initial Directors. The number of directors on the board of directors shall initially be
set at twelve. The initial directors of Amalco immediately following the
amalgamation shall be the individuals whose names appear below:


 


	
  Name

  	
   

  	
  Residency

  
	
   

  	
   

  	
   

  
	
  John T.
  Ferguson

  	
   

  	
  Canadian

  
	
  Richard L. George

  	
   

  	
  Canadian

  
	
  Mel E. Benson

  	
   

  	
  Canadian

  
	
  Brian A. Canfield

  	
   

  	
  American

  
	
  W. Douglas Ford

  	
   

  	
  American

  
	
  Paul Haseldonckx

  	
   

  	
  German

  
	
  John R. Huff

  	
   

  	
  American

  
	
  Brian F. MacNeill

  	
   

  	
  Canadian

  
	
  Maureen McCaw

  	
   

  	
  Canadian

  
	
  Michael W. O’Brien

  	
   

  	
  Canadian

  
	
  James W. Simpson

  	
   

  	
  American

  
	
  Eira M. Thomas

  	
   

  	
  Canadian

  



 













 


The initial directors shall
hold office until the next annual meeting of the shareholders of Amalco or
until their successors are elected or appointed. The actual number of directors
within the minimum and maximum number set out in subsection 2.2(f)(viii)(A) may
be determined from time to time by resolution of the directors. Any vacancy on
the board of directors resulting from an increase in the number of directors as
so determined may be filled by resolution of the directors;


 


(C)     Initial Officers. The initial officers of Amalco shall be as follows:


 


	
  Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  Neil J. Camarta

  	
   

  	
  Executive Vice President,
  Natural Gas

  
	
  Bart Demosky

  	
   

  	
  Chief Financial Officer

  
	
  Terrence J. Hopwood

  	
   

  	
  Senior Vice President and
  General Counsel

  
	
  Boris J. Jackman  

  	
   

  	
  Executive Vice President,
  Refining and Marketing

  
	
  Peter S. Kallos

  	
   

  	
  Executive Vice President,
  International and Offshore

  
	
  Sue Lee

  	
   

  	
  Senior Vice President,
  Human Resources and Public Affairs

  
	
  Mark Little 

  	
   

  	
  Senior Vice President,
  Strategy and Integration

  
	
  Mike MacSween

  	
   

  	
  Senior Vice President,
  In-Situ

  
	
  Kevin Nabholz

  	
   

  	
  Executive Vice President,
  Major Projects

  
	
  E.F.H. Roberts

  	
   

  	
  Senior Vice President,
  Integration

  
	
  Andrew Stephens

  	
   

  	
  Senior Vice President,
  Business Services

  
	
  Jay Thornton

  	
   

  	
  Executive Vice President,
  Supply, Energy Trading and Renewables

  
	
  Steven W. Williams

  	
   

  	
  Chief Operating Officer

  



 


(ix)       Stated Capital. For the purposes of the CBCA, the aggregate stated capital attributable
to the Amalco Shares issued pursuant to the Arrangement shall be the aggregate
of the paid-up capital for the purposes of the Tax Act of the Suncor Shares,
the Petro-Canada Shares, the Subco 1 Non-Voting Shares and the Subco 3
Non-Voting Shares immediately before the amalgamation, less the amount of any
paid-up capital for the purposes of the Tax Act of the Suncor Shares or the
Petro-Canada Shares that are cancelled on the amalgamation pursuant to
subsections 2.2(f)(xv)(A), (xv)(B), or (xv)(G);


 


(x)        By-laws. The by-laws of Amalco shall be the same as
those of Suncor, mutatis mutandis;


 


(xi)       Effect of
Amalgamation. The provisions
of subsections 186(b), (c), (d), (e) and (f) of the CBCA shall apply
to the amalgamation with the result that:


 


(A)     the property of each amalgamating corporation
(other than shares of an Amalgamating Corporation held by another Amalgamating
Corporation and an amount receivable by an Amalgamating Corporation from
another Amalgamating Corporation) shall continue to be the property of Amalco;


 


(B)       Amalco shall continue to be liable for the obligations of each
amalgamating corporation (other than an amount owing by an Amalgamating
Corporation to another Amalgamating Corporation);


 


(C)       any existing cause of action, claim or
liability to prosecution of an Amalgamating Corporation shall be unaffected;


 













 


(D)       any civil, criminal or administrative action
or proceeding pending by or against an Amalgamating Corporation may be
continued to be prosecuted by or against Amalco; and


 


(E)        a conviction against, or ruling, order or
judgment in favour of or against, an Amalgamating Corporation may be enforced
by or against Amalco;


 


(xii)        Articles. The Articles of Arrangement filed to give effect to the Arrangement
shall be deemed to be the articles of amalgamation of Amalco and the
Certificate issued in respect of such Articles of Arrangement by the Director
under the CBCA shall be deemed to be the certificate of amalgamation of Amalco;


 


(xiii)       Inconsistency
with Laws. To the extent
any of the provisions of this Plan of Arrangement is deemed to be inconsistent
with applicable Laws, this Plan of Arrangement shall be automatically adjusted
to remove such inconsistency;


 


(xiv)       Auditors. The initial auditors of Amalco will be PricewaterhouseCoopers LLP, who
shall continue in office until the close of business of the first annual
meeting of the holders of Amalco Shares, and the directors of Amalco are
authorized to fix the remuneration of such auditors; and


 


(xv)        Exchange
and Cancellation of Shares. On the amalgamation:


 


(A)     each Suncor Share held by a Dissenting Suncor
Shareholder who has validly exercised such shareholder’s rights of dissent
pursuant to Section 3.1 and which rights of dissent remain valid
immediately prior to the Effective Time shall be cancelled and become an
entitlement to be paid the fair value of such Suncor Share and the Dissenting
Suncor Shareholder shall cease to have any rights as a Suncor Shareholder other
than the right to be paid the fair value of such Suncor Share by Amalco in
accordance with Section 3.1;


 


(B)       each Petro-Canada Share held by a Dissenting Petro-Canada Shareholder
who has validly exercised such shareholder’s rights of dissent pursuant to Section 3.2
and which rights of dissent remain valid immediately prior to the Effective
Time shall be cancelled and become an entitlement to be paid the fair value of
such Petro-Canada Share and the Dissenting Petro-Canada Shareholder shall cease
to have any rights as a Petro-Canada Shareholder other than the right to be
paid the fair value of such Petro-Canada Share by Amalco in accordance with Section 3.2;


 


(C)       each Suncor Share (other than Suncor Shares held by an Amalgamating
Corporation or Dissenting Suncor Shareholders) will be converted, without any
act or formality on the part of the holder thereof, into that number of fully
paid and non-assessable Amalco Shares equal to the Suncor Exchange Ratio, and
the name of each such Suncor Shareholder will be removed from the register of
holders of Suncor Shares and added to the register of holders of Amalco Shares;


 


(D)      each Petro-Canada Share (other than Petro-Canada Shares held by an
Amalgamating Corporation or Dissenting Petro-Canada Shareholders) will be
converted, without any act or formality on the part of the holder thereof, into
that number of fully paid and non-assessable Amalco Shares equal to the
Petro-Canada Exchange Ratio, and the name of each such Petro-Canada Shareholder
will be removed from the register of holders of Petro-Canada Shares and added
to the register of holders of Amalco Shares;


 













 


(E)       each Subco 1 Non-Voting Share will be converted, without any act or
formality on the part of the holder thereof, into that number of fully paid and
non-assessable Amalco Shares equal to the Petro-Canada Exchange Ratio, and the
name of each such holder of Subco 1 Non-Voting Shares will be removed from the
register of holders of Subco 1 Non-Voting Shares and added to the register of
holders of Amalco Shares;


 


(F)       each Subco 3 Non-Voting Share will be converted, without any act or
formality on the part of the holder thereof, into that number of fully paid and
non-assessable Amalco Shares equal to the Suncor Exchange Ratio, and the name
of each such holder of Subco 3 Non-Voting Shares will be removed from the
register of holders of Subco 3 Non-Voting Shares and added to the register of
holders of Amalco Shares;


 


(G)       each share of an Amalgamating Corporation
held by another Amalgamating Corporation will be cancelled without any payment
of capital in respect thereof; and


 


(H)      in connection with the issuance and registration of Amalco Shares
pursuant to subsections 2.2(f)(xv)(C), (D), (E), and (F), if the board of
directors of Petro-Canada or the board of directors of Suncor determine that
any person, together with any associates of that person, would hold,
beneficially own or control, directly or indirectly, otherwise than by way of
security only, in the aggregate more than 20% of the outstanding Amalco Shares
immediately after the Effective Time:


 


(I)        Amalco
shall not register or otherwise recognize the issuance of any Amalco Shares to
such person or any associate of that person that are in excess of 20% of the
outstanding Amalco Shares immediately after the Effective Time (the ‘‘Excess
Shares’’);


 


(II)       the Excess Shares shall be registered in the
name of one or more trustees to be designated by Petro-Canada (and agreed to by
Suncor, acting reasonably) prior to the Effective Time and Amalco after the
Effective Time and Amalco shall be entitled to sell or redeem the Excess Shares
in accordance with Sections 5, 6 and 7of Schedule B to this Plan of Arrangement
and Amalco shall be entitled to rely on the provisions set forth in Schedule B
to this Plan of Arrangement in connection with the sale or redemption of the
Excess Shares which shall apply mutatis
mutandis in these circumstances; and


 


(III)     as long as the Excess Shares are held,
beneficially owned or controlled by a person or associates of that person that
hold, beneficially own or control, directly or indirectly, otherwise than by
way of security only, in the aggregate more than 20% of the outstanding Amalco
Shares, no person may, in person or by proxy, exercise the right to vote any of
the Excess Shares and none of the Excess Shares shall be entitled to any
dividend or other distribution and any entitlement to such dividend or other
distribution shall be forfeited.


 


For
purposes of this subsection 2.2(f)(xv)(H), the term ‘‘person’’ shall have the
meaning set forth in the Petro-Canada Public
Participation Act.


 













 


2.3      Petro-Canada Electing
Shareholders


 


With respect to the election
that may be made by an Eligible Petro-Canada Shareholder pursuant to subsection
2.2(b):


 


(a)      subject to subsection 2.3(b), each Eligible
Petro-Canada Shareholder shall be entitled to make such election by depositing
with the Depositary, prior to the Petro-Canada Election Deadline, a validly
completed and duly signed Letter of Transmittal and Election Form indicating
such holder’s election, together with certificates representing such holder’s
Petro-Canada Shares;


 


(b)      the maximum number of Petro-Canada Shares
that may be elected by all Eligible Petro-Canada Shareholders to be transferred
to Subco 2 shall not exceed 15% of the number of issued and outstanding
Petro-Canada Shares as of the Petro-Canada Election Deadline (the ‘‘Petro-Canada
Transfer Limit’’). In the event the aggregate number of Petro-Canada
Shares in respect of which Petro-Canada Electing Shareholders have validly and
duly deposited elections with the Depositary pursuant to subsection 2.3(a) to
transfer to Subco 2 (the ‘‘Aggregate Petro-Canada Shareholder Elected Amount’’) exceeds
the Petro-Canada Transfer Limit, then the number of Petro-Canada Shares which a
particular Petro-Canada Electing Shareholder has otherwise elected to be
transferred to Subco 2 in the Filed Letter of Transmittal of such Petro-Canada
Electing Shareholder (the ‘‘Original Petro-Canada Shareholder Elected Amount’’) shall
be reduced to such number of whole Petro-Canada Shares (with all fractions
being rounded down to the nearest whole number of Petro-Canada Shares) (the ‘‘Reduced
Petro-Canada Shareholder Elected Amount’’) as is equal to the
following formula:


 


	
  Petro-Canada
  Transfer Limit

  	
  x  Original Petro-Canada Shareholder

  
	
  Aggregate Petro-Canada
  Shareholder Elected Amount

  	
             Elected Amount

  
			



 


and each such Petro-Canada
Electing Shareholder shall (i) be deemed to have elected to transfer to
Subco 2 such number of Petro-Canada Shares as is equal to the Reduced
Petro-Canada Shareholder Elected Amount of such Petro-Canada Electing
Shareholder and (ii) be deemed to have not elected to transfer to Subco 2
the balance of the Petro-Canada Shares in respect of which the Petro-Canada
Electing Shareholder otherwise elected in the Filed Letter of Transmittal and
such Petro-Canada Shares shall be converted to Amalco Shares upon the
Arrangement in accordance with subsection 2.2(f)(xv)(D) and all such elections made in the Filed Letters of Transmittal shall be amended
accordingly; and


 


(c)     any Petro-Canada Shares held by an Eligible Petro-Canada Shareholder
who: (i) does not deposit with the Depositary a validly completed and duly
signed Letter of Transmittal and Election Form prior to the Petro-Canada
Election Deadline, (ii) otherwise fails to comply with the requirements of
subsection 2.3(a) and the Letter of Transmittal and Election Form or (iii) fails
to elect to exchange the Petro-Canada Shares held by such Petro-Canada Eligible
Shareholder as contemplated by subsections 2.2(b) and 2.2(c), shall be
converted to Amalco Shares upon the Arrangement in accordance with subsection
2.2(f)(xv)(D).


 


2.4      Suncor Electing Shareholders


 


With
respect to the election that may be made by an Eligible Suncor Shareholder
pursuant to subsection 2.2(d):


 


(a)      subject to subsection 2.4(b), each Eligible Suncor Shareholder shall be
entitled to make such election by depositing with the Depositary, prior to the
Suncor Election Deadline, a validly completed and duly signed Letter of Transmittal
and Election Form indicating such holder’s election, together with
certificates representing such holder’s Suncor Shares;


 













 


(b)      the maximum number of Suncor Shares that may
be elected by all Eligible Suncor Shareholders to be transferred to Subco 4
shall not exceed 15% of the number of issued and outstanding Suncor Shares as
of the Suncor Election Deadline (the ‘‘Suncor Transfer Limit’’). In the event the
aggregate number of Suncor Shares in respect of which Suncor Electing
Shareholders have validly and duly deposited elections with the Depositary
pursuant to subsection 2.4(a) to transfer to Subco 4 (the ‘‘Aggregate
Suncor Shareholder Elected Amount’’) exceeds the Suncor Transfer
Limit, then the number of Suncor Shares which a particular Suncor Electing
Shareholder has otherwise elected to be transferred to Subco 4 in the Filed
Letter of Transmittal of such Suncor Electing Shareholder (the ‘‘Original
Suncor Shareholder Elected Amount’’) shall be reduced to such number
of whole Suncor Shares (with all fractions being rounded down to the nearest
whole number of Suncor Shares) (the ‘‘Reduced Suncor Shareholder Elected Amount’’) as
is equal to the following formula:


 


	
  Suncor Transfer
  Limit

  	
   

  	
  x  Original Suncor Shareholder

  
	
  Aggregate Suncor
  Shareholder Elected Amount

  	
   

  	
    Elected Amount

  



 


And each such Suncor
Electing Shareholder shall (i) be deemed to have elected to transfer to
Subco 4 such number of Suncor Shares as is equal to the Reduced Suncor
Shareholder Elected Amount of such Suncor Electing Shareholder and (ii) be
deemed to have not elected to transfer to Subco 4 the balance of the Suncor
Shares in respect of which the Suncor Electing Shareholder otherwise elected in
the Filed Letter of Transmittal and such Suncor Shares shall be converted to
Amalco Shares upon the Arrangement in accordance with subsection 2.2(f)(xv)(C) and
all such elections made in the Filed Letters of Transmittal shall be amended
accordingly; and


 


(c)      any Suncor Shares held by an Eligible Suncor Shareholder who: (i) does
not deposit with the Depositary a validly completed and duly signed Letter of
Transmittal and Election Form prior to the Suncor Election Deadline, (ii) otherwise
fails to comply with the requirements of subsection 2.4(a) and the Letter
of Transmittal and Election Form, or (iii) fails to elect to exchange the
Suncor Shares held by such Suncor Eligible Shareholder as contemplated by
subsections 2.2(d) and 2.2(e), shall be converted to Amalco Shares upon
the Arrangement in accordance with subsection 2.2(f)(xv)(C).


 


2.5      Transfer of Petro-Canada Shares to Subco 2


 


With
respect to each Petro-Canada Electing Shareholder, upon the transfer of
Petro-Canada Shares to Subco 2 pursuant to Section 2.2(b) and the
issuance of Subco 1 Non-Voting Shares to the Petro-Canada Electing Shareholder
pursuant to Section 2.2(c):


 


(a)      such Petro-Canada Electing Shareholder shall
cease to be the holder of the Petro-Canada Shares so transferred to Subco 2 and
the name of such Petro-Canada Electing Shareholder shall be removed from the
register of holders of Petro-Canada Shares in respect of the Petro-Canada
Shares transferred to Subco 2;Subco 2 shall become the holder of such
Petro-Canada Shares and shall be added to the register of holders of
Petro-Canada Shares; and


 


(b)      the name of such Petro-Canada Electing Shareholder shall be added to
the register of holders of Subco 1 Non-Voting Shares.


 


2.6      Transfer of Suncor Shares to Subco 4


 


With respect to each Suncor
Electing Shareholder, upon the transfer of Suncor Shares to Subco 4 pursuant to
Section 2.2(d) and the issuance of Subco 3 Non-Voting Shares to the
Suncor Electing Shareholder pursuant to Section 2.2(e):


 













 


(a)      such Suncor Electing Shareholder shall cease to be the holder of the
Suncor Shares so transferred to Subco 4 and the name of such Suncor Electing
Shareholder shall be removed from the register of holders of Suncor Shares in
respect of the Suncor Shares transferred to Subco 4;


 


(b)      Subco 4 shall become the holder of such Suncor Shares and shall be
added to the register of holders of Suncor Shares; and


 


(c)      the name of such Suncor Electing Shareholder shall be added to the
register of holders of Subco 3 Non-Voting Shares.


 


 


2.7      Notice of Pro-Ration


 


In the event the
Petro-Canada Transfer Limit or the Suncor Transfer Limit is exceeded, Amalco
shall issue a press release following the Effective Time as to the proportion
of Suncor Shares or Petro-Canada Shares, as applicable, in respect of which
elections by Suncor Electing Shareholders or Petro-Canada Electing Shareholders
were reduced.


 


2.8      Stated Capital


 


Upon issuance in accordance
with the Arrangement:


 


(a)      the aggregate stated capital of the Subco 1 Non-Voting Shares issued to
Electing Petro-Canada Shareholders pursuant to subsection 2.2(c) shall be
set at an amount equal to the aggregate paid-up capital for the purposes of the
Tax Act of the Petro-Canada Shares transferred to Subco 2 pursuant to
subsection 2.2(b); and


 


(b)      the aggregate stated capital of the Subco 3 Non-Voting Shares issued to
Electing Suncor Shareholders pursuant to subsection 2.2(e) shall be set at
an amount equal to the aggregate paid-up capital for the purposes of the Tax
Act of the Suncor Shares transferred to Subco 4 pursuant to subsection 2.2(d).


 


2.9      Evidence of Ownership of Shares


 


The issuance of the Subco 1
Non-Voting Shares to the Electing Petro-Canada Shareholders pursuant to
subsection 2.2(c) and the issuance of the Subco 3 Non-Voting Shares to the
Electing Suncor Shareholders pursuant to subsection 2.2(e) shall be
evidenced through additions to the share registries maintained on behalf of
Subco 1 in respect of the Subco 1 Non-Voting Shares and Subco 3 in respect of
the Subco 3 Non-Voting Shares and no certificates will be issued for such
securities as part of the Plan of Arrangement.


 


ARTICLE III


RIGHTS OF DISSENT


 


3.1      Rights of Dissent for Suncor
Shareholders


 


Suncor Shareholders may
exercise rights of dissent with respect to the Suncor Shares held by such
Suncor Shareholder pursuant to and in the manner set forth in section 190 of
the CBCA and this Section 3.1 in connection with the Arrangement; provided
that, notwithstanding subsection 190(5) of the CBCA, the written objection
to the Arrangement Resolution referred to in subsection 190(5) of the CBCA
must be received by Suncor not later than 5:00 p.m. (Calgary time) on the
second business day immediately preceding the Suncor Shareholders’ Meeting.
Suncor Shareholders who duly exercise such rights of dissent and who:


 













 


(a)      are ultimately entitled to be
paid fair value for their Suncor Shares shall be deemed not to have exchanged
their Suncor Shares for Amalco Shares pursuant to the Arrangement, to the
extent the fair value therefor is paid by Amalco, and such Suncor Shares shall
be cancelled in accordance with the Arrangement and will not be exchanged for
Amalco Shares in accordance with the Arrangement; or


 


(b)      are ultimately not entitled, for any reason, to be
paid fair value for their Suncor Shares shall be deemed to have participated in
the Arrangement on the same basis as a non-dissenting holder of Suncor Shares
who is not a Suncor Electing Shareholder and shall receive Amalco Shares in
exchange for their Suncor Shares on the basis determined in accordance with
subsection 2.2(f)(xv)(C),


 


but
in no case shall Amalco or any other Person be required to recognize such
holders as Suncor Shareholders after the Effective Time, and the names of such
Suncor Shareholders shall be deleted from the registers of Suncor Shareholders
at the Effective Time.


 


3.2      Rights of Dissent for Petro-Canada Shareholders


 


Petro-Canada Shareholders
may exercise rights of dissent with respect to the Petro-Canada Shares held by
such Petro-Canada Shareholder pursuant to and in the manner set forth in
section 190 of the CBCA and this Section 3.2 in connection with the
Arrangement; provided that, notwithstanding subsection 190(5) of the CBCA,
the written objection to the Arrangement Resolution referred to in subsection
190(5) of the CBCA must be received by Petro-Canada not later than 5:00 p.m.
(Calgary time) on the second business day immediately preceding the
Petro-Canada Shareholders’ Meeting. Petro-Canada Shareholders who duly exercise
such rights of dissent and who:


 


(a)     are ultimately entitled to be paid fair value for their Petro-Canada
Shares shall be deemed not to have exchanged their Petro-Canada Shares for
Amalco Shares pursuant to the Arrangement, to the extent the fair value
therefor is paid by Amalco, and such Petro-Canada Shares shall be cancelled in
accordance with the Arrangement and will not be exchanged for Amalco Shares in
accordance with the Arrangement; or


 


(b)    are ultimately not entitled, for any reason, to be paid fair value for
their Petro-Canada Shares shall be deemed to have participated in the
Arrangement on the same basis as a non-dissenting holder of Petro-Canada Shares
who is not a Petro-Canada Electing Shareholder and shall receive Amalco Shares
in exchange for their Petro-Canada Shares on the basis determined in accordance
with subsection 2.2(f)(xv)(D),


 


but in no case shall Amalco
or any other Person be required to recognize such holders as Petro-Canada
Shareholders after the Effective Time, and the names of such Petro-Canada
Shareholders shall be deleted from the registers of Petro-Canada Shareholders
at the Effective Time.


 












 


ARTICLE IV


CERTIFICATES AND
FRACTIONAL SHARES


 


4.1      Issuance of Certificates
Representing Amalco Shares


 


Upon surrender to the
Depositary for cancellation of a certificate which immediately prior to the
Effective Time represented one or more Suncor Shares or Petro-Canada Shares
that were (i) exchanged for Subco 3 Non-Voting Shares or Subco 1
Non-Voting Shares; and/or (ii) converted into one or more Amalco Shares
under the Arrangement, together with such other documents and instruments as
would have been required to effect the transfer of the shares formerly
represented by such certificate under the CBCA and the by-laws of Suncor or
Petro-Canada, as applicable, and such additional documents and instruments as
the Depositary may reasonably require, the holder of such surrendered
certificate shall be entitled to receive in exchange therefor, and the
Depositary shall deliver to such holder, a certificate representing that number
(rounded in accordance with Section 4.3) of Amalco Shares which such
holder has the right to receive (together with any dividends or distributions
with respect thereto pursuant to Section 4.2), and the certificate so
surrendered shall forthwith be cancelled. In the event of a transfer of
ownership of Suncor Shares or Petro-Canada Shares that is not registered in the
transfer records of Suncor or Petro-Canada, as applicable, a certificate
representing the proper number of Amalco Shares may be issued to the transferee
if the certificate representing such Suncor Shares or Petro-Canada Shares, as
applicable, is presented to the Depositary, accompanied by all documents
required to evidence and effect such transfer. Until surrendered as
contemplated by this Section 4.1, each certificate which immediately prior
to the Effective Time represented Suncor Shares or Petro-Canada Shares that
were exchanged for Subco 3 Non-Voting Shares or Subco 1 Non-Voting Shares;
and/or converted into Amalco Shares shall be deemed at all times after the
Effective Time to represent only the right to receive upon such surrender (i) the
certificate representing Amalco Shares as contemplated by this Section 4.1,
and (ii) any dividends or distributions with a record date after the
Effective Time theretofore paid or payable with respect to Amalco Shares as
contemplated by Section 4.2.


 


4.2      Distributions with Respect to Unsurrendered
Certificates


 


No dividends or other
distributions declared or made after the Effective Time with respect to Amalco
Shares with a record date after the Effective Time shall be paid to the holder
of any unsurrendered certificate which immediately prior to the Effective Time
represented outstanding Suncor Shares or Petro-Canada Shares that were
exchanged pursuant to the Arrangement unless and until the holder of record of
such certificate shall surrender such certificate in accordance with Section 4.1.
Subject to applicable Law, at the time of such surrender of any such
certificate, there shall be paid to the holder of record of the certificates
representing whole Suncor Shares or Petro-Canada Shares, without interest, (i) the
amount of dividends or other distributions with a record date after the
Effective Time theretofore paid with respect to such whole Amalco Share, and (ii) on
the appropriate payment date, the amount of dividends or other distributions
with a record date after the Effective Time but prior to surrender and a
payment date subsequent to surrender payable with respect to such whole Amalco
Share, as the case may be.


 


4.3      No Fractional Shares


 


No certificates or scrip
representing fractional Amalco Shares shall be issued upon the surrender for
exchange of certificates pursuant to Section 4.1 and no dividend, stock
split or other change in the capital structure of Amalco shall relate to any
such fractional security and such fractional interests shall not entitle the
owner thereof to exercise any rights as a security holder of Amalco. In lieu of
any fractional Amalco Shares, a shareholder otherwise entitled to a fractional
interest in an Amalco Share, shall receive the nearest whole number of Amalco
Shares as applicable (with fractions equal to exactly 0.5 being rounded up).


 













 


4.4      Lost Certificates


 


In the event any certificate which immediately prior
to the Effective Time represented one or more outstanding Suncor Shares or
Petro-Canada Shares that were exchanged pursuant to the Arrangement shall have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the Person claiming such certificate to be lost, stolen or destroyed,
the Depositary will issue in exchange for such lost, stolen or destroyed
certificate, one or more certificates representing one or more Amalco Shares
(and any dividends or distributions with respect thereto pursuant to Section 4.2)
deliverable in accordance with such holder’s Letter of Transmittal and Election
Form. When authorizing such payment in exchange for any lost, stolen or
destroyed certificate, the Person to whom certificates representing Amalco
Shares are to be issued shall, as a condition precedent to the issuance
thereof, give a bond satisfactory to Amalco and its transfer agents in such sum
as Amalco may direct or otherwise indemnify Amalco in a manner satisfactory to
Amalco against any claim that may be made against Amalco with respect to the
certificate alleged to have been lost, stolen or destroyed.


 


4.5      Extinction of Rights


 


Subject to any applicable
legislation relating to unclaimed personal property, any certificate which
immediately prior to the Effective Time represented outstanding Suncor Shares
or Petro-Canada Shares that are exchanged pursuant to the Arrangement and not
deposited with all
other instruments required by Section 4.1
on or prior to the sixth anniversary of the Effective Date, shall cease to
represent a claim or interest of any kind or nature as a shareholder of Amalco.
On such date, the Amalco Shares to which the former registered holder of the
certificate referred to in the preceding sentence was ultimately entitled shall
be deemed to have been surrendered to Amalco, together with all entitlements to dividends, distributions and interest thereon held for
such former registered holder.


 


4.6      Withholding Rights


 


Amalco and the Depositary
shall be entitled to deduct and withhold from any dividend or consideration
otherwise payable to any holder of Suncor Shares or Petro-Canada Shares, such
amounts as Amalco or the Depositary are required or permitted to deduct and
withhold with respect to such payment under the Tax Act, the U.S. Tax Code or
any provision of provincial, state, local or foreign Tax Law, in each case as
amended. To the extent that amounts are so withheld, such withheld amounts
shall be treated for all purposes hereof as
having been paid to the holder of the shares in respect of which such deduction
and withholding was made, provided that such withheld amounts are actually
remitted to the appropriate taxing authority. To the extent that the amount so
required or permitted to be deducted or withheld from any payment to a holder
exceeds the cash component, if any, of the consideration otherwise payable to
the holder, Amalco and the Depositary are hereby authorized to sell or
otherwise dispose of such portion of the Amalco Shares otherwise issuable to
the holder as is necessary to provide sufficient funds to Amalco or the
Depositary, as the case may be, to enable it to comply with such deduction or
withholding requirement and Amalco or the Depositary shall notify the holder
thereof and remit the applicable portion of the net proceeds of such sale to
the appropriate taxing authority.


 


ARTICLE
V


AMENDMENTS


5.1      Amendments to Plan of
Arrangement


 


(a)      Suncor and Petro-Canada may amend, modify
and/or supplement this Plan of Arrangement at any time and from time to time
prior to the Effective Time, provided that each such amendment, modification
and/or supplement must (i) be set out in writing, (ii) be approved by
Suncor and Petro-Canada, (iii) filed with the Court and, if made following
the Suncor Shareholders’ Meeting or Petro-Canada Shareholders’ Meeting,
approved by the Court and (iv) communicated to Petro-Canada Shareholders
and Suncor Shareholders, as applicable, if and as required by the Court.


 













 


(b)      Any amendment, modification or supplement to
this Plan of Arrangement may be proposed by Suncor or Petro-Canada at any time
prior to the Suncor Shareholders’ Meeting or Petro-Canada Shareholders’ Meeting
(provided that the other Party shall have consented thereto in writing) with or
without any other prior notice or communication, and if so proposed and
accepted by the Persons voting at the Suncor Shareholders’ Meeting or Petro-Canada
Shareholders’ Meeting (other than as may be required under the Interim Order),
shall become part of this Plan of Arrangement for all purposes.


 


(c)      Any amendment, modification or supplement to this Plan of Arrangement
that is approved or directed by the Court following the Suncor Shareholders’
Meeting or Petro-Canada Shareholders’ Meeting shall be effective only if (i) it
is consented to in writing by each of Suncor and Petro-Canada (in each case,
acting reasonably), and (ii) if required by the Court, it is consented to
by Suncor Shareholders or Petro-Canada Shareholders, as applicable, voting in
the manner directed by the Court.


 


(d)      Any amendment, modification or supplement to this Plan of Arrangement
may be made following the Effective Date unilaterally by Amalco, provided that
it concerns a matter which, in the reasonable opinion of Amalco, is of an
administrative nature required to better give effect to the implementation of
this Plan of Arrangement and is not adverse to the economic interest of any
former Suncor Shareholders or Petro-Canada Shareholders.


 


ARTICLE VI


FURTHER ASSURANCES


 


6.1      Notwithstanding


 


Notwithstanding
that the transactions and events set out herein shall occur and shall be deemed
to occur in the order set out in this Plan of Arrangement without any further
act or formality, each of the Parties to the Arrangement Agreement shall make,
do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances,
instruments or documents as may reasonably be required by either of them in
order further to document or evidence any of the transactions or events set out
herein.


 













 


SCHEDULE A TO PLAN OF ARRANGEMENT


SHARE TERMS


 


1.        AMALCO SHARES


 


The rights, privileges,
restrictions and conditions attaching to the common shares of Amalco (the ‘‘Amalco
Shares’’) are as follows:


 


1.1      Voting


 


Holders
of Amalco Shares shall be entitled to receive notice of and to attend any
meeting of the shareholders of Amalco and shall be entitled to one vote in
respect of each Amalco Share held at such meeting, except a meeting of holders
of a particular class or series of shares other than Amalco Shares who are
entitled to vote separately as a class or series at such meeting.


 


1.2      Dividends


 


Subject
to the rights, privileges, restrictions and conditions attaching to any other
class of shares of Amalco ranking in priority to or ratably with the Amalco
Shares, holders of Amalco Shares shall be entitled to receive dividends if, as
and when declared by the directors of Amalco out of the assets of Amalco
properly applicable to the payment of dividends in such amounts and payable in
such manner as the directors of Amalco may from time to time determine.


 


1.3      Liquidation


 


In
the event of the liquidation, dissolution or winding up of Amalco or any other
distribution of the property or assets of Amalco among its shareholders for the
purpose of winding up its affairs, holders of Amalco Shares shall, subject to
the rights of the holders of any other class of shares of Amalco entitled to
receive the property or assets of Amalco upon such a liquidation, dissolution,
winding up or other distribution in priority to or ratably with holders of
Amalco Shares, be entitled to receive the remaining property and assets of
Amalco.


 


2.        SENIOR PREFERRED SHARES


 


The Senior Preferred Shares,
as a class, shall have attached thereto the following rights, privileges,
restrictions and conditions:


 


2.1      Directors’ Right to Issue in One or
More Series


 


The
Senior Preferred Shares may be issued at any time or from time to time in one
or more series. Before any shares of a series are issued, the board of
directors of Amalco shall fix the number of shares that will form such series
and shall, subject to the limitations set out in the Articles, determine the
designation, rights, privileges, restrictions and conditions to be attached to
the Senior Preferred Shares of such series, the whole subject to the filing
with the Director (as defined in the Canada
Business Corporations Act (the ‘‘Act’’)) of Articles of Amendment containing
a description of such series including the rights, privileges, restrictions and
conditions determined by the board of directors of Amalco.


 













 


2.2      Ranking of the Senior Preferred
Shares


 


The Senior Preferred Shares
of each series shall rank on a parity with the Senior Preferred Shares of every
other series with respect to dividends and return of capital and shall be
entitled to a preference over the Junior Preferred Shares and the Amalco Shares
of Amalco and over any other shares ranking junior to the Senior Preferred
Shares with respect to priority in payment of dividends and in the distribution
of assets in the event of the liquidation, dissolution or winding-up of Amalco,
whether voluntary or involuntary, or any other distribution of the assets of
Amalco among its shareholders for the purpose of winding up its affairs. If any
cumulative dividends, whether or not declared, or declared non-cumulative
dividends or amounts payable on return of capital are not paid in full in
respect of any series of the Senior Preferred Shares, the Senior Preferred
Shares of all series shall participate rateably in respect of such dividends in
accordance with the sums that would be payable on such shares if all such
dividends were declared and paid in full, and in respect of such return of
capital in accordance with the sums that would be payable on such return of
capital if all sums so payable were paid in full; provided,
however, that if there are insufficient assets to satisfy in full all such claims as aforesaid, the claims of the holders of the Senior
Preferred Shares with respect to return of capital shall be paid and satisfied
first and any assets remaining thereafter shall be applied towards the payment
and satisfaction of claims in respect of dividends. The Senior Preferred Shares
of any series may also be given such other preferences not inconsistent with
the rights, privileges, restrictions and conditions attached to the Senior
Preferred Shares as a class over the Junior Preferred Shares and the Amalco
Shares of Amalco and over any other shares ranking junior to the Senior
Preferred Shares as may be determined in the case of such series of Senior
Preferred Shares.


 


2.3      Voting Rights


 


Except
as hereinafter referred to or as required by law or unless provision is made in
the Articles relating to any series of Senior Preferred Shares that such series
is entitled to vote, the holders of the Senior Preferred Shares as a class
shall not be entitled as such to receive notice of, to attend or to vote at any
meeting of the shareholders of Amalco.


 


2.4      Amendment with Approval of
Holders of Senior Preferred Shares


 


The
rights, privileges, restrictions and conditions attached to the Senior
Preferred Shares as a class may be added to, changed or removed but only with
the approval of the holders of the Senior Preferred Shares given as hereinafter
specified.


 


2.5      Approval of Holders of the
Senior Preferred Shares


 


The
approval of the holders of the Senior Preferred Shares to add to, change or
remove any right, privilege, restriction or condition attaching to the Senior
Preferred Shares as a class or in respect of any other matter requiring the
consent of the holders of the Senior Preferred Shares may be given in such
manner as may then be required by law, subject to a minimum requirement that
such approval be given by resolution signed by all the holders of the Senior
Preferred Shares or passed by the affirmative vote of at least 2/3 of the votes cast at a meeting of the holders
of the Senior Preferred Shares duly called for that purpose.


 


The
formalities to be observed with respect to the giving of notice of any such
meeting or any adjourned meeting, the quorum required therefor and the conduct
thereof shall be those from time to time prescribed by the by-laws of Amalco
with respect to meetings of shareholders, or if not so prescribed, as required
by the Act as in force at the time of the meeting. On every poll taken at every
meeting of the holders of the Senior Preferred Shares as a class, or at any
joint meeting of the holders of two or more series of Senior Preferred Shares,
each holder of Senior Preferred Shares entitled to vote thereat shall have one
vote in respect of each $1.00 of the issue price of each Senior Preferred Share
held.


 













 


3.         JUNIOR PREFERRED SHARES


 


The
Junior Preferred Shares, as a class, shall have attached thereto the following
rights, privileges, restrictions and conditions:


 


3.1      Directors’ Right to Issue
in One or More Series


 


The Junior Preferred Shares
may be issued at any time or from time to time in one or more series. Before
any shares of a series are issued, the board of directors of Amalco shall fix
the number of shares that will form such series and shall, subject to the
limitations set out in the Articles, determine the designation, rights,
privileges, restrictions and conditions to be attached to the Junior Preferred
Shares of such series, the whole subject to the filing with the Director (as
defined in the Act) of Articles of Amendment containing a description of such
series including the rights, privileges, restrictions and conditions determined
by the board of directors of Amalco.


 


3.2      Ranking of the Junior Preferred Shares


 


The
Junior Preferred Shares of each series shall rank on a parity with the Junior
Preferred Shares of every other series with respect to dividends and return of
capital and shall, subject to the prior rights of the holders of the Senior
Preferred Shares, be entitled to a preference over the Amalco Shares of Amalco
and over any other shares ranking junior to the Junior Preferred Shares with
respect to priority in payment of dividends and in the distribution of assets
in the event of the liquidation, dissolution or winding-up of Amalco, whether
voluntary or involuntary, or any other distribution of the assets of Amalco
among its shareholders for the purpose of winding up its affairs. If any
cumulative dividends, whether or not declared, or declared non-cumulative
dividends or amounts payable on return of capital are not paid in full in
respect of any series of the Junior Preferred Shares, the Junior Preferred
Shares of all series shall participate rateably in respect of such dividends in
accordance with the sums that would be payable on such shares if all such
dividends were declared and paid in full, and in respect of such return of
capital in accordance with the sums that would be payable on such return of
capital if all sums so payable were paid in full; provided, however, that if there are
insufficient assets to satisfy in full all such claims as
aforesaid, the claims of the holders of the Junior Preferred Shares with
respect to return of capital shall be paid and satisfied first and any assets
remaining thereafter shall be applied towards the payment and satisfaction of
claims in respect of dividends. The Junior Preferred Shares of any series may
also be given such other preferences not inconsistent with the rights,
privileges, restrictions and conditions attached to the Junior Preferred Shares
as a class over the Amalco Shares of Amalco and over any other shares ranking
junior to the Junior Preferred Shares as may be determined in the case of such
series of Junior Preferred Shares.


 


3.3      Voting Rights


 


Except
as hereinafter referred to or as required by law or unless provision is made in
the Articles relating to any series of Junior Preferred Shares that such series
is entitled to vote, the holders of the Junior Preferred Shares as a class
shall not be entitled as such to receive notice of, to attend or to vote at any
meeting of the shareholders of Amalco.


 


3.4      Amendment with Approval of Holders of
Junior Preferred Shares


 


The
rights, privileges, restrictions and conditions attached to the Junior
Preferred Shares as a class may be added to, changed or removed but only with
the approval of the holders of the Junior Preferred Shares given as hereinafter
specified.


 













 


3.5      Approval of Holders of the Junior Preferred
Shares


 


The
approval of the holders of the Junior Preferred Shares to add to, change or
remove any right, privilege, restriction or condition attaching to the Junior
Preferred Shares as a class or in respect of any other matter requiring the
consent of the holders of the Junior Preferred Shares may be given in such
manner as may then be required by law, subject to a minimum requirement that
such approval be given by resolution signed by all the holders of the Junior
Preferred Shares or passed by the affirmative vote of at least 2/3 of the votes cast at a meeting of the holders
of the Junior Preferred Shares duly called for that purpose.


 


The
formalities to be observed with respect to the giving of notice of any such
meeting or any adjourned meeting, the quorum required therefor and the conduct
thereof shall be those from time to time prescribed by the by-laws of Amalco
with respect to meetings of shareholders, or if not so prescribed, as required
by the Act as in force at the time of the meeting. On every poll taken at every
meeting of the holders of the Junior Preferred Shares as a class, or at any
joint meeting of the holders of two or more series of Junior Preferred Shares,
each holder of Junior Shares entitled to vote thereat shall have one vote in
respect of each $1.00 of the issue price of each Junior Preferred Share held.


 


4.         INTERPRETATION


 


In this Schedule A, all
terms that are not defined have the meanings attributed to those terms in the Petro-Canada Public Participation Act.


 













 


SCHEDULE B TO PLAN OF ARRANGEMENT


OWNERSHIP AND VOTING RESTRICTIONS


 


1.         Interpretation


 


1.1       In this
Schedule B, all terms that are not defined have the meanings attributed to
those terms in the Petro-Canada Public
Participation Act and:


‘‘directors’
determination’’ and similar expressions mean a determination made by the
directors of Amalco in accordance with section 10;


‘‘excess
voting shares’’ means voting shares held, beneficially owned or controlled in
contravention of the individual share constraint;


‘‘individual
share constraint’’ has the meaning set forth in subsection 2.1;


‘‘principal
stock exchange’’ means, at any time, the stock exchange in Canada on which the
highest volume of voting shares is generally traded at that time, as determined
by the directors of Amalco;


‘‘sell-down
notice’’ has the meaning set forth in subsection 3.1;


‘‘shareholder
default’’ has the meaning set forth in paragraph 3.1(d);


‘‘shareholder’s
declaration’’ means a declaration made in accordance with section 11; and


‘‘suspension’’
has the meaning set forth in subsection 4.1 and ‘‘suspend’’, ‘‘suspended’’ and
similar expressions have corresponding meanings.


 


1.2       The provisions of subsections 9(3) to 9(8) of the Petro-Canada Public Participation Act, as
amended from time to time, are deemed to be incorporated in this Schedule B.
Any provision of this Schedule B that may be read in a manner that is
inconsistent with the Petro-Canada Public
Participation Act shall be read so as to be consistent therewith.


 


1.3       For greater certainty, no person is presumed to be an associate of any
other person for purposes of paragraph 9(5)(g) of the Petro-Canada Public Participation Act solely
by reason that one of them has given the other the power to vote or direct the
voting of voting shares of a class of voting shares at a meeting of the holders
of that class pursuant to a revocable proxy where the proxy is solicited solely
by means of an information circular issued in a public solicitation of proxies
that is made in respect of all voting shares of that
class and in accordance with applicable law.


 


1.4       For the purposes of this Schedule B:


 


(a)      where voting shares of
Amalco are held, beneficially owned or controlled by two or more persons jointly, the
number of voting shares held, beneficially owned or controlled by each such
person shall include the number of voting shares held, beneficially owned or
controlled jointly with such other persons; and


 


(b)      references to shares ‘‘of’’ a person are to shares held, beneficially
owned or controlled, directly or indirectly, otherwise than by way of security
only, by that person.


 


1.5       In this Schedule B, except where the context requires to the contrary,
words importing the singular shall include the plural and vice versa and words
importing gender shall include masculine, feminine and neuter genders.


 













 


2.         Individual Share Constraint


 


2.1       No person, together with the associates of that person, shall hold,
beneficially own or control, directly or indirectly, otherwise than by way of
security only, in the aggregate voting shares to which are attached more than
twenty per cent (20%) of the votes that may ordinarily be cast to elect
directors of Amalco, other than votes that may be so cast by or on behalf of
the Minister. (The foregoing prohibition is referred to in this Schedule B as
the ‘‘individual share constraint’’.)


 


2.2       In the
event that it appears from the central securities register of Amalco that any
person, together with the associates of that person, is in contravention of the
individual share constraint:


 


(a)      Amalco shall not accept any subscription for voting shares from that
person or any associate of that person;


 


(b)     Amalco shall not issue any voting shares to that person or any
associate of that person; and


 


(c)     Amalco shall not register or otherwise recognize the transfer of any
voting shares to that person or any associate of that person.


 


2.3       In the
event of a directors’ determination that any person, together with the associates
of that person, is in contravention of the individual share constraint:


 


(a)     Amalco shall not accept any subscription for voting shares from that
person or any associate of that person;


 


(b)     Amalco shall not issue any voting shares to that person or any
associate of that person;


 


(c)     Amalco shall not register or otherwise recognize the transfer of any
voting shares to that person or any associate of that person;


 


(d)     no person may, in person or by proxy, exercise the right to vote any of
the voting shares of that person or of any associate of that person;


 


(e)     subject to subsection 9.1, Amalco shall not declare or pay any
dividend, and or make any other distribution:


 


(i)        on any of the excess voting shares of that person or of any associate
of that person; or


 


(ii)       if the directors of Amalco determine that the
contravention of the individual share constraint was intentional and that it
would not be inequitable to do so, on all of the voting shares
of that person and of each associate of that person; 


 


and any entitlement to such dividend or other distribution shall be
forfeited; and


 


(f)      Amalco shall send a sell-down notice to the registered holder of the
voting shares of that person and of each associate of that person.


 


2.4       In the event that it appears from the central securities register of
Amalco that, or in the event, of a directors’ determination that, any person,
together with the associates of that person, after any proposed subscription,
issue or transfer of voting shares, would be in contravention of the individual
share constraint, Amalco shall not:


 













 


(a)      accept the proposed subscription for voting shares from;


 


(b)      issue the proposed voting shares to; or


 


(c)      register or otherwise recognize the proposed transfer of any voting
shares to;


 


that person or any associate of that person.


 


2.5       In the event of a directors’ determination that during any period any
person, together with the associates of that person, was in contravention of
the individual share constraint, the directors of Amalco may also determine
that:


 


(a)       any votes cast, in person or by proxy, during that period in respect of
the voting shares of that person or of any associate of that person shall be
disqualified and deemed not to have been cast; and


 


(b)       subject to subsection 9.1, each of that person and the associates of
that person is liable to Amalco to restore to Amalco the amount of any dividend
paid or distribution received during that period on:


 


(i)        the excess voting shares of that person and
of each associate of that person; or


 


(ii)       if the directors of Amalco determine that the contravention of the
individual share constraint was intentional and that it would not be
inequitable to do so, on all
of the voting shares of that
person and of each associate of that person.


 


3.         Sell-Down Notice


 


3.1       Any notice (a ‘‘sell-down notice’’) required to be sent to a registered
holder of voting shares pursuant to paragraph 2.3(f):


 


(a)       shall specify in reasonable detail the nature of the contravention of
the individual share constraint, the number of voting shares determined to be
excess voting shares and the consequences of the contravention specified in
section 2;


 


(b)       shall request an initial or further shareholder’s declaration;


 


(c)       shall specify a date, which shall be not less than 45 days after the
date of the sell-down notice, by which the excess voting shares are to be sold
or disposed of; and


 


(d)       shall state that unless the registered holder either:


 


(i)        sells or otherwise disposes of the excess
voting shares by the date specified in the sell-down notice on a basis that
does not result in any contravention of the individual share constraint and
provides to Amalco, in addition to the shareholder’s declaration requested
pursuant to paragraph 3.1(b), written evidence satisfactory to Amalco of such
sale or other disposition; or


 


(ii)       provides to Amalco, in addition to the shareholder’s declaration
requested pursuant to paragraph 3.1(b), written evidence satisfactory to Amalco
that no such sale or other disposition of excess voting shares is required;


 


such
default (a ‘‘shareholder default’’) shall result in the consequence of
suspension pursuant to section 4 and may result in the consequence of sale in
accordance with section 5 or redemption in accordance with section 6, in each
case without further notice to the registered holder, and shall specify in
reasonable detail the nature and timing of those consequences


 












 


3.2       In the event that, following
the sending of a sell-down notice, written evidence is submitted to Amalco for
purposes of subparagraph 3.1(d)(ii), Amalco shall assess the evidence as soon
as is reasonably practicable and in any event shall give a second notice to the
person submitting the evidence not later than 10 days after the receipt thereof
stating whether the evidence has or has not satisfied Amalco that no sale or
other disposition of excess voting shares is required. If the evidence has so
satisfied Amalco, such sell-down notice shall be cancelled and such second
notice shall so state. If the evidence has not so satisfied Amalco, such second
notice shall reiterate the statements required to be made in such sell-down
notice pursuant to paragraphs 3.1(c) and (d). In either case, the 45 day
period referred to in paragraph 3.1(c) shall be automatically extended to
the end of the 10 day period referred to in this section 3.2 if such 10 day
period extends beyond such 45 day period.


 


4.         Suspension


 


4.1
In the event of a shareholder default in respect of any registered holder of
voting shares, then, without further notice to the registered holder:


 


(a)      all of the voting shares of
the registered holder shall be deemed to be struck from the securities register
of Amalco;


 


(b)      no person may, in person or
by proxy, exercise the right to vote any of such voting shares;


 


(c)      subject to subsection 9.1,
Amalco shall not declare or pay any dividend, or make any other distribution,
on any of such voting shares and any entitlement to such dividend or other
distribution shall be forfeited;


 


(d)      Amalco shall not send any
form of proxy, information circular or financial statements of Amalco or any
other communication from Amalco to any person in respect of such voting shares;
and


 


(e)      no person may exercise any
other right or privilege ordinarily attached to such voting shares.


 


(All
of the foregoing consequences of a shareholder default are referred to in this
Schedule B as a ‘‘suspension’’.) Notwithstanding the foregoing, a registered
holder of suspended voting shares shall have the right to transfer such voting
shares on any securities register of Amalco on a basis that does not result in
contravention of the individual share constraint.


 


4.2
The directors of Amalco shall cancel any suspension of voting shares of a
registered holder and reinstate the registered holder to the securities
register of Amalco for all purposes if they determine that, following the
cancellation and reinstatement, none of such voting shares will be held,
beneficially owned or controlled in contravention of the individual share
constraint. For greater certainty, any such reinstatement shall permit, from
and after the reinstatement, the exercise of all rights and privileges attached
to the voting shares so reinstated but, subject to subsection 9.1, shall have
no retroactive effect.


 


5.         Sale


 


5.1       In the event of a
shareholder default in respect of any registered holder of voting shares,
Amalco may elect by directors’ determination to sell, on behalf of the
registered holder, the excess voting shares thereof, without further notice
thereto, on the terms set forth in this section 5 and section 7.


 


5.2       Amalco may sell any excess
voting shares in accordance with this section 5:


 


(a)      on the principal stock exchange;
or


 


(b)      if there is no principal
stock exchange, on such other stock exchange or organized market on which the
voting shares are then listed or traded as the directors of Amalco shall
determine; or


 













 


(c)      if the voting shares are not
then listed on any stock exchange or traded on any organized market, in such
other manner as the directors of Amalco shall determine.


 


5.3       The net proceeds of sale of
excess voting shares sold in accordance with this section 5 shall be the net
proceeds after deduction of any commission, tax or other cost of sale.


 


5.4       For all purposes of a sale
of excess voting shares in accordance with this section, Amalco is the agent
and lawful attorney of the registered holder and the beneficial owner of the
excess voting shares.


 


6.         Redemption


 


6.1       In the event of a
shareholder default in respect of any registered holder of voting shares and in
the event that the directors of Amalco determine either that Amalco has used
reasonable efforts to sell excess voting shares in accordance with section 5
but that such sale is impracticable or that it is likely that such sale would
have material adverse consequences to Amalco or the holders of voting shares,
Amalco may elect by directors’ determination, subject to applicable law, to
redeem the excess voting shares thereof, without further notice thereto, on the
terms set forth in this section 6 and section 7.


 


6.2       The redemption price paid by
Amalco to redeem any excess voting shares in accordance with this section 6
shall be:


 


(a)     the average of the closing
prices per share of the voting shares on the principal stock exchange (or, if
there is no principal stock exchange or if the requisite trading of voting
shares has not occurred on the principal stock exchange, such other stock
exchange or such other organized market on which such requisite trading has
occurred as the directors of Amalco shall determine) over the last 10 trading
days on which at least one board lot of voting shares has traded on the
principal stock exchange (or such other stock exchange or such other organized
market) in the period ending on the trading day immediately preceding the
redemption date; or


 


(b)      if the requisite trading of
voting shares has not occurred on any stock exchange or other organized market,
on such basis as the directors of Amalco shall determine.


 


7.         Procedures Relating to Sale
and Redemption


 


7.1       In the event of any sale or
redemption of excess voting shares in accordance with section 5 or 6,
respectively, Amalco shall deposit an amount equal to the amount of the net
proceeds of sale or the redemption price, respectively, in a special account in
any bank or trust company in Canada selected by it. The amount of the deposit,
less the reasonable costs of administration of the special account, shall be
payable to the registered holder of the excess voting shares sold or redeemed
on presentation and surrender by the registered holder to that bank or trust
company of the certificate or certificates representing the excess voting
shares. Any interest earned on any amount so deposited shall accrue to the
benefit of Amalco.


 


7.2       From and after any deposit
made pursuant to subsection 7.1, the registered holder shall not be entitled to
any of the remaining rights of a registered holder in respect of the excess
voting shares sold or redeemed, other than the right, to receive the funds so
deposited on presentation and surrender of the certificate or certificates
representing the excess voting shares sold or redeemed.


 


7.3       If a part only of the voting
shares represented by any certificate is sold or redeemed in accordance with
section 5 or 6, respectively, Amalco shall, on presentation and surrender of
such certificate and at the expense of the registered holder, issue a new
certificate representing the balance of the voting shares.


 













 


7.4       So soon as is reasonably
practicable after, and, in any event, not later than 30 days after, a deposit
made pursuant to subsection 7.1, Amalco shall send a notice to the registered
holder of the excess voting shares sold or redeemed and the notice shall state:


 


(a)      that a specified number of
voting shares has been sold or redeemed, as the case may be;


 


(b)      the amount of the net
proceeds of sale or the redemption price, respectively;


 


(c)      the name and address of the
bank or trust company at which Amalco has made the deposit of the net proceeds
of sale or the redemption price, respectively; and


 


(d)      all other relevant
particulars of the sale or redemption, respectively.


 


7.5       For greater certainty,
Amalco may sell or redeem excess voting shares in accordance with section 5 or
6, respectively, despite the fact that Amalco does not possess the certificate
or certificates representing the excess voting shares at the time of the sale
or redemption. If, in accordance with section 5, Amalco sells excess voting
shares without possession of the certificate or certificates representing the
excess voting shares, Amalco shall issue to the purchaser of such excess voting
shares or its nominee a new certificate or certificates representing the excess
voting shares sold. lf, in accordance with section 5 or section 6, Amalco sells
or redeems excess voting shares without possession of the certificate or
certificates representing the excess voting shares and, after the sale or
redemption, a person establishes that it is a bona fide purchaser of the excess
voting shares sold or redeemed, then, subject to applicable law:


 


(a)      the excess voting shares
held or beneficially owned by the bona fide purchaser are deemed to be, from
the date of the sale or redemption by Amalco, as the case may be, validly
issued and outstanding voting shares in addition to the excess voting shares
sold or redeemed; and


 


(b)      notwithstanding subsection
7.2, Amalco is entitled to the deposit made pursuant to subsection 7.1 and, in
the case of a sale in accordance with section 5, shall add the amount of the
deposit to the stated capital account for the class of voting shares issued.


 


8.         Exceptions


 


8.1
Notwithstanding section 2, the individual share constraint does not apply in
respect of voting shares of Amalco that are held:


 


(a)      by the Minister in trust for
Her Majesty in right of Canada;


 


(b)      by one or more underwriters
solely for the purpose of distributing the voting shares to the public; or


 


(c)      by any person who provides
centralized facilities for the clearing of trades in securities and is acting
in relation to trades in the voting shares solely as an intermediary in the
payment of funds or the delivery of securities, or both.


 


9.         Saving Provisions


 


9.1       Notwithstanding any other
provision of this Schedule B:


 


(a)      the directors of Amalco may determine to pay a
dividend or to make any other distribution on voting shares that would
otherwise be prohibited by any other provision of this Schedule B where the
contravention of the individual share constraint that gave rise to the
prohibition was inadvertent or of a technical nature or it would otherwise be
inequitable not to pay the dividend or make the distribution; and


 













 


(b)      where a dividend has not been paid or any other
distribution has not been made on voting shares as a result of a directors’
determination of a contravention of the individual share constraint, or where
the amount of a dividend or any other distribution has been restored to Amalco
pursuant to paragraph 2.5(b) as a result of a directors’ determination of
a contravention of the individual share constraint, the directors of Amalco
shall declare and pay the dividend, make the distribution, or refund the
restored amount, respectively, if they subsequently determine that no such contravention
occurred.


 


9.2       In the event that Amalco
suspends or redeems voting shares in accordance with section 4 or 6,
respectively, or otherwise redeems, purchases for cancellation or otherwise
acquires voting shares, and the result of such action is that any person and
the associates of that person who, prior to such action, were not in
contravention of the individual share constraint are, after such action, in
contravention, then, notwithstanding any other provision of this Schedule B,
the sole consequence of such action to that person and the associates of that
person, in respect of the voting shares of that person and of the associates of
that person held, beneficially owned or controlled at the time of such action,
shall be that the number of votes attached to those voting shares shall be
reduced to a number that is the largest whole number of votes that may be
attached to the voting shares which that person and the associates of that
person could hold, beneficially own or control from time to time in compliance
with the individual share constraint.


 


9.3       Notwithstanding any other
provision of this Schedule B, a contravention of the individual share
constraint shall have no consequences except those that are expressly provided
for in this Schedule B. For greater certainty but without limiting the
generality of the foregoing:


 


(a)      no transfer, issue or ownership of, and no title to,
voting shares;


 


(b)      no resolution of
shareholders (except to the extent that the result thereof is affected as a
result of a directors’ determination under paragraph 2.5(a)); and


 


(c)      no act of Amalco, including any transfer of property
to or by Amalco; 


 


shall be invalid or
otherwise affected by any contravention of the individual share constraint.


 


10.      Directors’ Determinations


 


10.1     The directors of Amalco
shall have the sole right and authority to administer the provisions of this
Schedule B and to make any determination required or contemplated hereunder. In
so acting, the directors of Amalco shall enjoy, in addition to the powers set
forth in this Schedule B, all of the powers necessary or desirable, in their
opinion, to carry out the intent and purpose of this Schedule B. The directors
of Amalco shall make on a timely basis all determinations necessary for the
administration of the provisions of this Schedule B and, without limiting the
generality of the foregoing, if the directors of Amalco consider that there are
reasonable grounds for believing that a contravention of the individual share
constraint has occurred or will occur, the directors shall make a determination
with respect to the matter. Any directors’ determination that is not
inconsistent with the Petro-Canada Public
Participation Act and other applicable law shall be conclusive,
final and binding except to the extent modified by any subsequent directors’
determination. Notwithstanding the foregoing, the directors of Amalco may
delegate, in whole or in part:


 


(a)      their power to make a
directors’ determination in respect of any particular matter to a committee of
the board of directors; and


 


(b)      any of their other powers
under this Schedule B in accordance with subsection 115(3) or paragraph
121(a) of the Canada Business
Corporations Act.


 













 


10.2     The directors of Amalco
shall make any directors’ determination contemplated by section 2:


 


(a)      after the relevant
shareholder’s declarations have been requested and received by Amalco, only:


 


(i)        on a basis consistent with
those shareholder’s declarations; or


 


(ii)       if the directors of Amalco
are of the opinion that the shareholder’s declarations do not contain adequate
or accurate information and they believe and have reasonable grounds for
believing that they will not be provided with shareholder’s declarations that
do contain adequate and accurate information; or


 


(b)    whether or not any
shareholder’s declaration has been requested or received by Amalco, only if the
directors of Amalco believe and have reasonable grounds for believing that they
have sufficient information to make the directors’ determination, that the
consequences of the directors’ determination would not be inequitable to those
affected by it and that it would be impractical, under all the circumstances,
to request or to await the receipt of any shareholder’s declaration.


 


10.3     In administering the
provisions of this Schedule B, including, without limitation, in making any
directors’ determination in accordance with subsection 10.2 or otherwise, the
directors of Amalco may rely on any information on which the directors consider
it reasonable to rely in the circumstances. Without limiting the generality of
the foregoing, the directors of Amalco may rely upon any shareholder’s
declaration, the securities register of Amalco, the knowledge of any director,
officer or employee of Amalco or any advisor to Amalco and the opinion of
counsel to Amalco.


 


10.4     In administering the
provisions of this Schedule B, including, without limitation, in making any
directors’ determination, the directors shall act honestly and in good faith.
Provided that the directors of Amalco so act, they shall not be liable to
Amalco and neither they nor Amalco shall be liable to any holder or beneficial
owner of voting securities or any other person for, nor with respect to any
matter arising from or related to, any act or omission to act in relation to
this Schedule B. To the extent that, in accordance with subsection 10.1, any
other person exercises the powers of the directors of Amalco under these
provisions, this subsection 10.4 applies mutatis
mutandis.


 


10.5     Any directors’ determination
required or contemplated by this Schedule B shall be expressed and conclusively
evidenced by a resolution duly adopted.


 


11.      Shareholder’s Declarations


 


11.1     For purposes of monitoring
the compliance with and of enforcing the provisions of this Schedule B, the
directors of Amalco may require that any registered holder or beneficial owner,
or any other person of whom it is, in the circumstances, reasonable to make
such request, file with Amalco or its registrar and transfer agent a completed
shareholder’s declaration. The directors of Amalco shall determine from time to
time written guidelines with respect to the nature of the shareholder’s
declaration to be requested, the times at which shareholder’s declarations are
to be requested and any other relevant matters relating to shareholder’s
declarations.


 


11.2     A shareholder’s declaration
shall be in the form from time to time determined by the directors of Amalco
pursuant to subsection 11.1 and, without limiting the generality of the
foregoing, may be required to be in the form of a simple declaration in writing
or a statutory declaration under the Canada
Evidence Act. Without limiting the generality of its contents, any
shareholder’s declaration may be required to contain information with respect
to:


 













 


(a)      whether the person is the
beneficial owner of or controls particular voting securities or whether any
other person is the beneficial owner of or controls those voting securities;
and


 


(b)      whether the person is an
associate of any other person, including whether the person and any other
person act, or are parties to an agreement or an arrangement, a purpose of
which is to require them to act, in concert with respect to their interests,
direct or indirect, in Amalco.


 













 


SCHEDULE C TO PLAN OF ARRANGEMENT


OTHER
RESTRICTIONS


 


	
  1.      INTERPRETATION

  
	
   

  	
   

  	
   

  
	
  1.1    In
  this Schedule C, all terms that are not defined have the meanings attributed
  to those terms in the Petro-Canada Public  Participation
  Act.

  
	
   

  
	
  2.      HEAD OFFICE

  
	
   

  	
   

  	
   

  
	
  2.1     The head office of Amalco shall be
  situated in Calgary, Alberta.

  
	
   

  	
   

  	
   

  
	
  3.      RESTRICTION ON
  SALE OF ASSETS

  
	
   

  	
   

  	
   

  
	
  3.1     Amalco shall not sell, transfer or
  otherwise dispose of, whether by one transaction or event or several related
  transactions or events, all or substantially all of its assets to any one
  person or group of associated persons or to non-residents, otherwise than by
  way of security only in connection with the financing of Amalco.

  
	
   

  	
   

  	
   

  
	
  4.      USE OF
  OFFICIAL LANGUAGES BY THE PUBLIC

  
	
   

  	
   

  	
   

  
	
  4.1     Amalco shall ensure that any member of the
  public can, in either official language, communicate with and obtain
  available services from:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  the head office of Amalco;
  and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  any of the other offices
  or facilities of Amalco and any office or facility of any of the wholly-owned
  subsidiaries of Amalco, where Amalco determines that there is significant
  demand for communications with and services from that office or facility in
  the language.

  
	
   

  	
   

  	
   

  
	
  4.2     Amalco shall adopt from time to time
  policies describing the manner in which Amalco will fulfill the requirements
  of section 4.1.

  



 













 


	
  I hereby certify this to
  be a true copy of

  	
   

  
	
  the original

  	
   order

  	
   

  
	
  Dated this

  	
   5 day of June/07

  	
   

  
	
   

  	
  

  	
   

  
	
  for
  Clerk of the Court

  	
   

  
				



 


Action No. 0901-06284


 


IN THE COURT OF QUEEN’S BENCH OF ALBERTA


JUDICIAL DISTRICT OF CALGARY


 


IN
THE MATTER OF SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT, R.S.C.
1985, c. C-44, AS AMENDED


 


AND
IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING SUNCOR ENERGY INC.,
PETRO-CANADA, CERTAIN SUBSIDIARIES OF SUNCOR ENERGY INC. AND PETRO-CANADA, THE
SHAREHOLDERS OF SUNCOR ENERGY INC. AND THE SHAREHOLDERS OF PETRO-CANADA


 


	
  BEFORE
  THE HONOURABLE MADAM

  	
  )

  	
  AT THE
  COURT HOUSE AT CALGARY,

  
	
  JUSTICE
  B.E.C. ROMAINE

  	
  )

  	
  ALBERTA,
  ON FRIDAY, THE 5TH DAY OF JUNE,

  
	
   

  	
  )

  	
  2009

  



 


FINAL ORDER


 


UPON the Joint Petition (the
“Petition”) of Suncor Energy Inc.
(“Suncor”) and Petro-Canada
(collectively, the “Petitioners”)
for an Order approving a proposed arrangement involving, among others, Suncor
and Petro-Canada (the “Arrangement”)
under section 192 of the Canada  Business Corporations Act, R.S.C. 1985, c.
C 44, as amended (the “CBCA”);


 


AND UPON reading the
Petition and the Affidavits of J. Kenneth Alley, the Senior Vice President and
Chief Financial Officer of Suncor, sworn April 28, 2009 and June 4,
2009, and the Affidavits of Ernest F.H. Roberts, the Executive Vice-President and Chief Financial Officer of
Petro-Canada, sworn April 29, 2009 and June 4, 2009;


 


AND UPON hearing counsel for
Suncor and counsel for Petro-Canada;


 


AND UPON being advised that
the Director appointed under the CBCA (the “Director”)
has been served with notice of this application as required by subsection 192(5) of
the CBCA and that the Director does not intend to appear at this application;


 


AND UPON IT APPEARING that
an annual general and special meeting (the “Suncor
Meeting”) of holders of common shares of Suncor (the “Suncor Shareholders”) was called and
conducted in accordance with the Interim Order of this Honourable Court dated April 29,
2009 (the “Interim Order”), that
the required quorum was present at the Suncor Meeting, and that the Suncor
Shareholders approved the Arrangement in the manner and by the requisite
majority provided for in the Interim Order;


 













 


-
2 -


 


AND UPON IT APPEARING that
an annual general and special meeting (the “Petro-Canada
Meeting”) of holders of common shares of Petro-Canada (the “Petro-Canada Shareholders”) was called and
conducted in accordance with the Interim Order, that the required quorum was
present at the Petro-Canada Meeting, and that the Petro-Canada Shareholders
approved the Arrangement in the manner and by the requisite majority provided
for in the Interim Order;


 


AND UPON IT APPEARING that
it is not practicable to effect the transactions contemplated by the
Arrangement under any other provision of the CBCA;


 


AND UPON BEING SATISFIED
based upon the evidence presented that the terms and conditions of the
Arrangement and the procedures relating thereto are fair and reasonable to the
Suncor Shareholders and the Petro-Canada Shareholders and that the Arrangement
ought to be approved;


 


AND UPON BEING ADVISED that
the approval of the Arrangement by this Court will constitute the basis for an
exemption from the registration requirements of the United States Securities
Act of 1933, as amended, pursuant to section 3(a)(10) thereof, with
respect to the shares of the amalgamated corporation to be named Suncor Energy
Inc. to be issued under the Arrangement.


 


IT IS HEREBY ORDERED,
DECLARED, AND DIRECTED THAT:


 


1.             The Plan of
Arrangement proposed by the Petitioners in the form attached as Schedule 1.1 (a) to the Arrangement
Agreement made as of March 22, 2009 between Suncor and Petro-Canada, in
the form as it appears in Appendix “C” to the Joint Information Circular and
Proxy Statement of Suncor and Petro-Canada dated April 29, 2009 is hereby
approved by this Honourable Court under section 192 of the CBCA and will, upon
the filing of the Articles of Arrangement under the CBCA and the issuance of a
certificate of arrangement by the Director, become effective in accordance with
its terms and be binding on each of the Petitioners and all other persons.


 


2.             The terms and
conditions of the Arrangement, and the procedures relating thereto, are fair
and reasonable, substantively and procedurally, to the Suncor Shareholders and
the Petro-Canada Shareholders.


 


3.             The Articles of
Arrangement with respect to the Arrangement shall be filed pursuant to section
192 of the CBCA on such date as Suncor and Petro-Canada determine.


 


4.             The service of
notice of this application, the notices in respect of the Suncor Meeting and of
the Petro-Canada Meeting, and of the Interim Order is hereby deemed good and
sufficient.


 













 


-
3 -


 


5.             Service of this
Order shall be made on all such persons who appeared at this application,
either by counsel or in person, and upon the Director.


 


 


	
   

  	
   

  	
  

  
	
   

  	
   

  	
  J.C.Q.B.A.

  
	
   

  	
   

  	
   

  
	
  ENTERED at Calgary,
  Alberta,

  	
   

  	
   

  
	
  June 5, 2009.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ V.A. BRANDT 

  	
  

  	
   

  	
   

  
	
  CLERK OF THE COURT 

  	
   

  	
   

  
				



 













 


	
   

  	
  Action No. 0901-06284

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IN
  THE COURT OF QUEEN’S BENCH OF ALBERTA

  
	
   

  	
  JUDICIAL DISTRICT OF CALGARY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IN THE MATTER OF SECTION
  192 OF THE CANADA BUSINESS CORPORATIONS ACT,
  R.S.C. 1985, c. C-44, AS AMENDED

  
	
   

  	
   

  
	
   

  	
  AND IN THE MATTER OF A
  PROPOSED ARRANGEMENT INVOLVING SUNCOR ENERGY INC., PETRO-CANADA, CERTAIN
  SUBSIDIARIES OF SUNCOR ENERGY INC. AND PETRO-CANADA, THE SHAREHOLDERS OF
  SUNCOR ENERGY INC. AND THE SHAREHOLDERS OF PETRO-CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FINAL ORDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Blake,
  Cassels & Graydon LLP

  
	
   

  	
  Barristers
  & Solicitors

  
	
   

  	
  3500,
  855 Second Street SW

  
	
   

  	
  Calgary,
  Alberta

  
	
   

  	
  T2P
  4J8

  
	
   

  	
   

  
	
   

  	
  Attention:
  A. Webster Macdonald Jr., Q.C. or

  David Tupper

  
	
   

  	
  Telephone:
  (403) 260-9600

  
	
   

  	
  Fax:
  (403) 260-9700

  
	
   

  	
  File
  No. 83862/17

  
	
   

  	
   

  
	
  

  	
  Macleod
  Dixon LLP

  3700, 400 – 3rd Avenue S.W.

  Calgary, Alberta

  T2P 4H2

   

  Attention:
  John J. Marshall, Q.C. or

  Roger F. Smith

  Telephone: (403) 267-8222

  Fax: (403) 264-5973

  File No. 263024