Good morning, everyone. It's 10:30 A.M. Mountain Time, and I'm calling the meeting to order. My name is Russell Gerling. I'm the Chair of the Board of Directors of Suncor Energy Inc. We're hosting this year's annual meeting virtually, so shareholders can participate, ask questions, and vote regardless of physical location. I'd like to introduce Suncor's senior leaders with me today: Rich Kruger, our President and Chief Executive Officer; Chris Smith, our Chief Financial Officer; Jackie Moore, our General Counsel and Corporate Secretary. Also with us today from KPMG LLP is Shane Doig, who is a partner. On behalf of Suncor's Board of Directors and Management, it's my pleasure to welcome you all to Suncor's 2025 Annual General Meeting of Shareholders. I'm joining you here today at Suncor's head office, located in the heart of southern Alberta.
In the spirit of reconciliation, we acknowledge and pay tribute to the traditional territories of the Peoples of Treaty Seven, which include the Blackfoot Confederacy, comprised of the Siksika, Kainai, Piikani First Nations, the Tsuut'ina First Nation, and the Stoney Nakoda, including the Chiniki, Bearspaw, and Wesley First Nations. We also acknowledge this is the region and home to the Métis. Suncor is committed to continuing to advance our journey of reconciliation. We have a role to play in that reconciliation for us as individuals and as a corporation. Strong relationships and strong partnerships with Indigenous communities make us stronger. Before I begin the formal business, I'll explain the voting and questions and how they'll work for the meeting. The meeting is accessible to registered shareholders, proxy holders, and guests. However, only registered shareholders and proxy holders can ask questions and participate in the meeting.
We encourage you to submit your written questions as early as possible. You can also ask verbal questions by following the steps set forth in the Lumi virtual meeting user guide. Please identify if your question relates to the motion, which is part of the formal business of the meeting, or if it is more general in nature. We'll try to address questions directly related to a particular motion at the appropriate time in the meeting. We'll save general questions for the question and answer period following the formal business. If we are unable to address your question during the meeting, a member of our management team will follow up with you directly after the meeting. We'll conduct the voting by virtual poll. Every eligible shareholder has one vote per share that can be voted on each matter. The poll will be open for all resolutions at the same time.
You can choose to vote each resolution immediately or wait until discussions conclude on each of the resolutions prior to casting your vote. Following discussion of each item, you will have the time to enter your vote before voting is declared closed for all resolutions. There are several matters on our agenda this morning. To move things efficiently, two of our shareholders have agreed to make and second all the formal motions. We'll now proceed with the business annual meeting, starting with the appointment of the scrutineers. Computershare Trust of Canada is the transfer agent and registrar of the company and is represented today by Chris Parsons. If there is no objection, I will appoint him to act as scrutineer.
As scrutineer, he will report on the number and percentage of shares represented at the meeting and record and report on the votes cast on any poll that may be taken. You've all received notice calling the meeting. Jackie Moore will report on the mailing of the notice.
The notice calling this meeting was mailed on March 21, 2025, to all shareholders of record as of the close of business on March 14, 2025, and has been provided to each director and to the auditors of the company.
A copy of the notice and proof of mailing will be filed with the minutes of this meeting. I'm now advised by the scrutineer that a quorum is present. Jackie, can you please read the scrutineer's interim report?
Thanks, Russ. Today, we have 595 shareholders holding over 868 million common shares represented at the meeting. This represents over 70% of the issued and outstanding shares.
Thanks, Jackie. I declare the meeting regularly called and properly constituted for the transaction of business. The 2024 Annual Report, which includes the financial statements for the year ended December 31, 2024, and the auditor's report, has been tabled. It is accessible in the documents tab on today's meeting platform. The annual report was mailed to shareholders who requested the report be mailed. I will now move to the matters to be voted on. I declare the polls open on all resolutions. The first item of business to be voted on is the election of directors. Under Suncor's bylaws, the number of directors to be elected shall be the number of directors then in office or such other number as has been determined by the board. The board has determined that 11 directors will be elected at this meeting. Of the 11 directors nominated, 10 are independent.
One, Rich Kruger, is a member of management. Their backgrounds and experiences are described in Suncor's circular. The circular is also accessible in the documents tab on today's meeting platform. May I have a motion to nominate for the election to the board of the directors the candidates named in the Suncor circular?
Good morning. My name is Corey Cennini, and I'm a Suncor shareholder. I move to nominate the following candidates for election as directors: Ian Ashby, Patricia Bedient, Russell Gerling, Jean-Paul Gladu, Rich Kruger, Brian MacDonald, Lorraine Mitchelmore, Jane Evetett, Daniel Romasko, Christopher Seasons, and Jacqueline Sheppard.
Thank you, Corey. Can I have a seconder to the motion?
My name is Christian Leung and I'm a Suncor shareholder. I second the motion.
Thank you, Christian. I declare the nominations closed. Eleven directors are to be elected at this meeting and eleven persons have been nominated. I'll pause now to see if there are any questions directly related to the election of directors. Jackie will now give the additional instructions on the voting procedure.
On this vote, all shares for which proxies in favor of management have been received will be voted in accordance with those instructions. The 11 nominees named in the circular are listed on your screen. To vote for each director, please complete the ballot by clicking either for or against in the appropriate spot beside the name of each nominee.
Please cast your votes on the appointment of the directors. As I mentioned earlier, you may submit your vote on the election of directors now or wait until the end of all the motions before submitting them at the same time. We will proceed to the next item on the agenda. The next item of business is the appointment of independent auditors. Management has proposed that KPMG LLP be appointed as the company's auditors. Can I have a motion to appoint KPMG LLP as auditors?
My name is Corey Cennini and I move that KPMG LLP be appointed auditors of Suncor Energy Inc. to hold office until the next annual meeting of shareholders or until a successor is appointed.
Thank you, Corey. Can I have a seconder to the motion?
My name is Christian Leung, and I second the motion.
Thanks, Christian. Any questions directly related to the appointment of auditors can be asked now. Please cast your votes on the appointment of the auditors. We'll now proceed to the next item on the agenda. The next item of business is the advisory vote on our approach to executive compensation. These types of advisory votes are often called say-on-pay resolutions. The results are considered non-binding but allow shareholders to ensure their views are known to the board for consideration in the company's approach to compensation in the future. The form of the motion set out in the circular aligns with the recommended best practice of the Canadian Coalition for Good Governance. May I now ask for a motion?
My name is Corey Cennini and I move, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Suncor's circular.
Thank you, Corey. Can I have a seconder to the motion?
My name is Christian Leung, and I second the motion.
Thank you, Christian. Are there any questions or comments? We've received proxies representing a total of approximately 97.06% of the votes cast on this motion, which direct that they be voted in favor of our approach on executive compensation. Please cast your votes on our approach to executive compensation. We'll now proceed to the next item on the agenda. The next item of business is the consideration of the shareholder proposal received by InvestNow Inc. I understand that a representative of InvestNow, Gina Papineau, is in attendance to speak to it. I ask you now to share your remarks and to make a motion to approve the proposed resolution set forth in page A1, Schedule A to Suncor's circular.
Good morning. Thank you for the opportunity to present InvestNow's shareholder proposal. My name is Gina Papineau for InvestNow Inc. and I am a Suncor shareholder, and I ask fellow shareholders to vote for proposal number one. Last year, we asked Suncor Energy to end its pledge to achieve net zero by 2050. This year, we are asking Suncor to commission and issue a report to itemize the impacts and quantify the costs of its commitment to achieve net zero by 2050. If Suncor continues on the path toward currently established net zero objectives, shareholders have a right to know the true costs and impacts. We ask this because, in our experience, when this matter is examined objectively, it becomes extremely clear that at every level, the ideological commitment to net zero is destructive.
On a global level, a commitment to net zero by 2050 requires a massive decline in the use of coal, oil, and natural gas. This, despite the fact that demand for these resources is forecast to only go up in our power-hungry world. There are no signs of that demand peaking anytime soon. On the national level, the commitment to net zero by 2050 has the potential to disrupt Canada's energy security, economic security, food security, and national security. On the company level, net zero by 2050 makes it significantly more difficult for Suncor to do what it does best: extract oil and natural gas, resulting in lower production, lower revenue, less profitability, and thus reduced returns for shareholders. The commitment to net zero by 2050 has profound implications for share value. Unfortunately, in the ideological enthusiasm for the concept, its costs are not explained to shareholders.
We have a right to know what these implications are. Suncor owes a duty of care to shareholders to explain the situation thoroughly, and we think a comprehensive report is the best way to do this. Pledging net zero by 2050 without a clear and complete understanding of the costs is irresponsible. For both financial institutions like banks and corporations like Suncor, it endangers profitability and puts at risk the returns of their shareholders. For Canada and Canadians, it threatens our prosperity and way of life. I move that the proposed resolution set forth on page A1 of Schedule A of the management proxy circular of Suncor Energy Inc. in respect of its 2025 annual meeting of shareholders be approved. Thank you.
Thank you, Gina. Can I have a seconder for the motion?
My name is Christian Leung and I second the motion.
Thank you, Christian. Suncor appreciates the support for our company, sector, and the country that is evident in the shareholder proposal. We are committed to ensuring a profitable, high-performing business today so that we can have a profitable, high-performing, and sustainable business in the future. Suncor's full response to the proposal was set forth in the management proxy circular. Suncor's Board and management have recommended that shareholders vote against this motion. You have heard the motion, which has been seconded. Are there any questions or comments? If there are no further questions or comments, we will now vote on this matter by ballot. We will follow the same ballot procedures described by the Corporate Secretary earlier. Please complete the ballot by clicking either for or against in the appropriate slot beside the shareholder proposal number one.
We've received proxies representing a total of 98.5% of the votes cast on this motion, which have directed that they be voted against the shareholder proposal number one. We'll now complete the business of the meeting. The Secretary will get the results from the report on the proxies.
Thanks, Russ. On the election of directors, all directors received over 94% of the votes in favor. On the appointment of auditors, we received over 99% of the votes in favor of the appointment of KPMG . On the advisory resolution on executive compensation, we received over 97% of the votes in favor. On shareholder proposal number one, we received over 98% of the votes against the proposal.
Thank you, Jackie. I declare that the Board of Directors will consist of the 11 nominees named in the circular. I declare that the shareholders have approved the appointment of KPMG as auditors. I declare that the shareholders have accepted the approach to executive compensation disclosed in Suncor's circular. I declare that the shareholders have not approved the resolution proposed in shareholder proposal number one. If there are no other matters to be properly brought before this meeting, may I have a motion that the formal part of the meeting now be terminated?
My name is Corey Cennini, and I move the meeting be terminated.
Thank you, Corey. Can I have a seconder to that motion?
My name is Christian Leung, and I second the motion.
Thank you, Christian. Ladies and gentlemen, I now declare the meeting terminated, and I appreciate your continued support of the company. I'll now turn the microphone over to Rich Kruger, Suncor's President and Chief Executive, for some remarks.
Thank you, Mr. Chair. In April of 2023, at my first Suncor AGM, I shared my vision for this company to be the best of the best, the undisputed industry leader. A company that meets its commitments and delivers value to its shareholders. A company employees are proud to work for and shareholders are proud to own. Fast forward to today, we have an energized and aligned executive leadership team. We have clearer, more focused strategies and priorities. We have a lower cost, more efficient organization. We have tangible operational improvement plans. We have a team-based, results-oriented, high-performance culture. When I reflect on 2024, it was a year of positive change and results. In fact, a year where the results of our changes exceeded our own high expectations. 2024 included an Investor Day where we presented an ambitious plan detailing our strategy for the three years, 2024 through 2026.
Plans including the boost of production, increase in free funds flow, reducing our cost structure, and improving financial performance. Plans for strengthening our balance sheet and financial resiliency and for returning increased funds to shareholders. One year later, we are well ahead of our plan after exceeding all 2024 commitments. I'll share a few proof points associated with delivering on commitments in 2024. I'll start with personnel safety. We set the bar high in 2023, achieving our company's safest year ever. I'm proud to share that we delivered similarly strong results in 2024. Additionally, process safety was best ever, ranked in the top quartile of industry within North America. We achieved our highest ever annual upstream production of 828,000 barrels a day, exceeding the upper end of market guidance and representing an increase of 82,000 barrels per day, or 11% versus 2023.
Similarly, in the downstream, refining throughput of 465,000 barrels a day was the company's highest ever and 10% higher than 2023. Our commercial and marketing teams strategically placed the additional volumes, setting a record high for refined product sales of 600,000 barrels per day. Our exceptional operating performance also resulted in higher profitability. We increased normalized free funds flow by $2.3 billion and reduced our WTI corporate breakeven by $7 per barrel in U.S. dollars from 2023 to 2024. These results surpassed our Investor Day targets, effectively delivering two years of progress in one year. We achieved our net net target nine months ahead of expectations and began returning 100% of excess funds to shareholders in October 2024. As a result, shareholders enjoyed a 21% share price appreciation and $5.7 billion in shareholder distributions, delivering a 9% cash yield.
In 2024, we generated $13.8 billion in adjusted funds from operations, the second highest in company history. After capital, we achieved $7.4 billion in free funds flow. With total costs of $13.1 billion, we reflected a year-on-year reduction of over $300 million, despite the much higher volumes. We increased our quarterly dividend by 5% to $0.57 per share. In 2024, dividend payments were $2.8 billion. We also repurchased $2.9 billion worth of common shares, or 4.3% of the outstanding count at year-end 2023. The two, dividends and share repurchases, added up to the $5.7 billion in cash distributed to shareholders. Looking beyond Suncor, our world is rapidly changing. Populations are increasing, economies are growing, and energy security is affected by both regional conflicts and trade policies. However, the one constant is that access to affordable and reliable energy is essential to quality of life.
Global energy demand continues to rise, and oil and gas will be required for decades. As a commodity, oil is fundamentally driven by supply and demand factors. Canada, with the world's third largest reserves, has an incredible opportunity to punch above its weight on the world stage by providing energy globally, balancing environmental considerations with economic opportunity, and supporting our allies in making the world a safer, more secure place. The Canadian industry is a major part of the country's economy and plays a crucial role in the quality of life of Canadians nationwide. To attract the required development investment, we will need to be both cost-competitive and carbon-competitive. Canadian oil and gas has the potential to be both. Our challenge is to create policies that recognize the requirements and realities of global energy and capture the tremendous economic opportunity for Canada.
Today's Suncor is committed to maintaining a profitable, high-performing business today and a profitable, high-performing business into the future. We strengthen the national economy, create tens of thousands of well-paying jobs, and support communities across the country. We build meaningful partnerships with Indigenous peoples and businesses while working together for a sustainable future. To our shareholders, on behalf of Suncor 's board of directors and our entire team, thank you for your trust and confidence. I'm proud of our achievements in 2024 and committed to continually earning the trust you place in us. Thank you.
Thank you, Rich. I'd now like to open the floor to respond to any questions. We'll take questions submitted online, as well as any verbal questions waiting for the moderator's queue. A reminder that only those who have logged in as registered shareholders or proxy holders are able to ask questions. To do so, simply enter the question in the platform tool. I see that we have a question from Jessica Carradine. Proceed with the question.
Hello. Thank you for the opportunity to ask this question. I'm Jessica Carradine and I am with Investors for Paris Compliance. We are a shareholder advocacy group holding public companies accountable to their net zero commitments. This is a question for the auditor, KPMG . The Alberta Energy Regulator estimates that decommissioning costs for the oil and gas industry could range from $60 billion, excluding the oil sands, to $320 billion Canadian dollars, including the oil sands. As Canada's second largest oil producer, Suncor accounted for about 14% of the country's total oil production in 2024. In comparison, the company reported $21.5 billion in undiscounted decommissioning costs in this year's annual report, which is about 7% of the regulator's estimate for industry-wide liabilities.
Given the uncertainty surrounding the magnitude of Suncor Energy Inc.'s decommissioning liabilities, why didn't your audit of Suncor 's 2024 financial statements include a sensitivity analysis to explore how different liability scenarios could impact the company's balance sheet? How is it determined that the reported liabilities accurately reflect Suncor 's financial risk exposure? Thank you.
Thank you for your question, Jessica. I pass this question on to Shane Doig, Partner from KPMG .
Thank you, sir. KPMG conducted its audit of the consolidated financial statements of Suncor in accordance with the standards of the Public Company Accounting Oversight Board. Our audit procedures included those that, in our professional opinion, were necessary to address the risk of a material misstatement of the decommissioning and restoration provision, which is required to be measured and presented in accordance with IAS 37 provisions, contingent liabilities, and contingent assets. Our audit procedures included understanding the nature of the estimate, evaluating management's process and judgments to determine the estimate, the reasonableness of the estimates, completeness of the provision, and if the required disclosures were provided in the notes to the financial statements. Based on our audit procedures, we were able to issue an unqualified opinion on the consolidated financial statements of Suncor.
Thank you, Shane. I'll ask if there's any further questions. It looks like Jessica is in the queue to speak again. Jessica, go ahead with your next question.
Thank you. This question is related to the company's 2024 financial statements. Suncor 's 2024 financial reporting uses West Texas Intermediary oil prices for cash flow projections and goodwill testing. Based on these price projections, management expects oil prices to reach approximately $115 per barrel in 2050. In comparison, the Canadian Energy Regulator predicts much lower prices, ranging from $60 per barrel in a net zero scenario to $75 per barrel if current climate policies stay the same. Given the significant discrepancy between Suncor 's projections and the Canadian Energy Regulator, how does Suncor assess the potential risks to asset valuations, capital investments, and long-term financial stability if oil prices align more closely with the regulator's lower estimates? Thank you.
Thank you for your question, Jessica. I'll ask Chris Smith, our Chief Financial Officer, to answer that question.
Thank you, Mr. Chair. Thank you for the question. We report our financials in accordance with IFRS and are required to make reasonable assumptions of future-oriented scenarios for the purposes of presenting our financial statements. We believe that these assumptions, which are based on both our own internal assessments and taking into consideration third-party analysis, are reasonable, and they've been reviewed by our external auditor as part of their annual audit of the company's financial statements.
Thank you, Chris. I'd ask if there's any more questions. There doesn't appear to be any more questions. Again, I'd like to thank everyone for joining us today. We appreciate your interest and support of Suncor, and we look forward to connecting with you again in the near future. Thank you very much. Stay safe and have a great day.