MEG Announces Receipt of Final Order for Cenovus Transaction and Preliminary Election Results to Determine the Form of Consideration to be Received by MEG Shareholders

Executive Summary

• The Alberta Court of King's Bench granted the final order for MEG Energy’s previously announced plan of arrangement with Cenovus Energy, clearing the way for closing on November 13, 2025.
• Preliminary pro‑ration results show how cash and share consideration will be allocated to MEG shareholders based on election choices, with maximum aggregate cash consideration of ≈ $3.8 billion and up to 159.6 million Cenovus shares available.
• The transaction is material to MEG’s capital structure and shareholder value, representing a significant restructuring/exit event.

Key Details

• Final Order: Granted by the Court of King's Bench of Alberta for the plan of arrangement under BC‑Alberta Business Corporations Act (Section 193).
• Closing Timeline: Expected to close on Thursday, November 13, 2025, subject to customary closing conditions and waivers.
• Shareholder Election Options (pre‑deadline):
  1. $30.00 cash per MEG share (Cash Consideration)
  2. 1.255 Cenovus common shares per MEG share (Share Consideration)
  3. Any combination of the above, subject to rounding and pro‑ration caps.
• Maximum Caps:
• Cash Consideration – approx. $3.8 billion total.
• Share Consideration – approx. 159.6 million Cenovus shares total.
• Preliminary Pro‑Rata Allocation (based on elections received):
• All‑cash electors receive 100% cash consideration.
• All‑share electors receive ~96% share consideration and ~4% cash consideration.
• Mixed electors (50% cash / 50% share) receive ~52% cash and ~48% share consideration.
• Other Election Scenarios: Electors requesting a different mix will receive ~96% of the requested share portion, with the balance paid in cash.
• Election Deadline: 4:30 pm Calgary time on November 5, 2025. Shareholders who missed the deadline are deemed to have elected the 50/50 split.
• Arrangement Agreement History: Original agreement dated August 21, 2025; amended on October 7 and October 26, 2025. Final allocation will be calculated per Schedule “A” of the Arrangement Agreement.
• Forward‑Looking Statements: The release contains typical cautionary language regarding completion risk, closing conditions, final election results, and other uncertainties.

Notable Quotes

(No direct quotes were provided in the release.)