Independent Proxy Advisory Firm Glass Lewis Joins ISS in Recommending MEG Shareholders Vote FOR the Value-Enhancing Transaction with Cenovus

Executive Summary

• Glass Lewis, a leading independent proxy advisory firm, recommends MEG Energy shareholders vote FOR the proposed acquisition by Cenovus Energy.
• The Cenovus Transaction values MEG at $28.26 per share, representing an enterprise value of approximately $8.2 billion (including debt).
• Shareholders may receive cash ($27.25 per share) and/or Cenovus shares (1.325 Cenovus shares per MEG share) with a pro‑rated mix of roughly $20.44 cash + 0.33125 Cenovus shares per MEG share.

Key Details

• Proxy Recommendation: Glass Lewis endorses the transaction, citing higher offer than Strathcona’s bid, operational synergies, and lower integration risk.
• Transaction Structure: Arrangement agreement under Alberta Business Corporations Act; shareholders elect cash, Cenovus shares, or a combination.
• Consideration Options:
• Cash: $27.25 per MEG share
• Cenovus Shares: 1.325 Cenovus common shares per MEG share
• Combination of the above (subject to rounding/proration)
• Pro‑Rated Effective Consideration: Approximately $20.44 cash + 0.33125 Cenovus shares per MEG share on a fully pro‑rated basis.
• Valuation & Scale: Enterprise value ≈ $8.2 billion, including assumed debt; projected production capacity of 150,000 bpd at Christina Lake by 2028 under the combined entity.
• Approvals Required: ≥ 66 % shareholder approval, Court of King's Bench of Alberta sanction, Competition Act and HSR regulatory approvals (both already obtained).
• Shareholder Voting Timeline:
• Proxy voting deadline – Oct 7 2025, 9:00 a.m. Calgary time
• Special meeting – Oct 9 2025, 9:00 a.m. Calgary time (in‑person at Brookfield Place, Calgary or via live webcast).
• Advisors:
• MEG’s Special Committee – RBC Capital Markets (financial) & Norton Rose Fulbright Canada LLP (legal)
• Company – BMO Capital Markets (financial) & Burnet, Duckworth & Palmer LLP (legal)
• Forward‑Looking Statements: Include expectations of synergies, production growth, and shareholder value creation; subject to customary risks and uncertainties.

Notable Quotes

“MEG's board can be credited with conducting a process that ultimately resulted in a higher offer than the initial unsolicited bid,” – Glass Lewis report.

“The Cenovus Transaction is expected to unlock significant operational synergies, particularly given the contiguous nature of the properties,” – Glass Lewis report.