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 the transaction to close on November 13, 2025.
• Preliminary proration calculations show how cash versus share consideration will be allocated to MEG shareholders based on the elections submitted before the November 5 deadline.
• The transaction is expected to deliver up to $3.8 billion in cash and approximately 159.6 million Cenovus shares to MEG shareholders, subject to final proration adjustments.

Key Details

• Final Court Order: Granted by the Court of King's Bench of Alberta on November 12, 2025 for the Cenovus Transaction (Plan of Arrangement under Alberta Business Corporations Act).
• Closing Timeline: Subject to customary closing conditions, the transaction is anticipated to close on Thursday, November 13, 2025.
• 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 proration limits.
• Maximum Aggregate Consideration: Approximately $3.8 billion in cash and ~159.6 million Cenovus shares, as set out in the Arrangement Agreement (original Aug 21, 2025; amended Oct 7 & Oct 26, 2025).
• Preliminary Proration Results:
• Shareholders electing 100% Cash receive full cash consideration.
• Shareholders electing 100% Shares receive ~96% of their allocation in shares and ~4% in cash.
• Shareholders with a 50/50 split receive ~52% cash and ~48% shares.
• Other Election Scenarios: Any shareholder requesting a different mix will receive approximately 96% of the requested share portion, with the remainder paid in cash.
• Preliminary Nature: Results are interim; final allocation will be calculated per the plan of arrangement (Schedule “A” attached to the Arrangement Agreement).
• Forward‑Looking Statements: The release contains customary forward‑looking cautions regarding completion risk, closing conditions, and potential variations in final consideration allocations.

Notable Quotes

(No direct quotes were provided in the release.)