MEG Adjourns Special Meeting of Shareholders to Thursday, November 6, 2025 at 9:00 a.m. (Calgary Time)

Executive Summary

• MEG Energy Corp. adjourned its special shareholders’ meeting to Nov 6, 2025 to allow response to a regulatory inquiry concerning the proposed Cenovus Energy arrangement.
• The Board continues to recommend that shareholders vote FOR the transaction; proxy and election deadlines have been extended to Nov 5, 2025.
• Closing of the Cenovus Transaction is still expected in mid‑November, subject to court approval and satisfaction of customary closing conditions.

Key Details

• Adjourned Meeting: Thursday, Nov 6, 2025 at 9:00 a.m. (Calgary Time), hybrid format – Brookfield Place, Calgary or live audio webcast (password “meg2025”).
• Proxy Deadline Extension: Revised deadline now 9:00 a.m. (Calgary) on Wed Nov 5, 2025.
• Election Deadline Extension: Revised deadline now 4:30 p.m. (Calgary) on Wed Nov 5, 2025 for shareholders to elect preferred consideration.
• Shareholder Support: Approximately 86% of shares represented (including proxies) are expected to vote FOR the transaction; 83% when excluding Strathcona’s votes. Quorum satisfied with 92% representation.
• Board Recommendation: Unanimous recommendation that all shareholders vote FOR the Cenovus Transaction.
• Consideration Options:
• $30.00 cash per MEG share, or
• 1.255 Cenovus common shares per MEG share, or a combination thereof.
• Maximum aggregate cash consideration ≈ $3.8 billion; maximum aggregate share consideration ≈ 159.6 million Cenovus shares.
• Default Election: If no election is submitted, shareholders will be deemed to receive a 50/50 split of cash and share consideration.
• Closing Timeline: Expected mid‑November pending court order (Final Order Application set for Wed Nov 12, 2025 at 10:00 a.m.) and satisfaction/waiver of closing conditions.
• Regulatory Inquiry Response: MEG will issue additional disclosure by close of business on Fri Oct 31, 2025 in response to a regulator’s request for more information on the amended transaction terms.
• Voting Instructions: Detailed telephone (toll‑free and international) and online portals provided for both registered and beneficial shareholders; emphasis on electronic voting due to Canada Post strike.
• Dissent Rights: Shareholders may dissent and demand fair value payment per Alberta Business Corporations Act, with notices required by Wed Nov 5, 2025.
• Advisors: BMO Capital Markets & Burnet, Duckworth & Palmer LLP (company); RBC Capital Markets & Norton Rose Fulbright Canada LLP (special committee).

Notable Quotes

(No direct quotes were included in the release.)