Independent Proxy Advisory Firms Recommend NuVista Shareholders Vote "For" Proposed Ovintiv Transaction

Executive Summary

• NuVista Energy Ltd. announces that proxy advisory firm ISS recommends shareholders vote “FOR” the special resolution approving the proposed Arrangement with Ovintiv Inc.
• The Arrangement offers NuVista shareholders a choice of cash ($18 per share), Ovintiv shares (0.344 per share), or a combination thereof, subject to rounding and proration limits.
• Shareholders must submit their election by January 21 2026 4:30 p.m. (Calgary Time) and vote at the special meeting on January 23 2026.

Key Details

• Proxy Advisory Endorsement: ISS issued a positive recommendation on Jan 9, 2026, citing an increased cash component and valuation exceeding historical market prices over the past 15 years.
• Consideration Options:
• Cash Consideration: $18.00 CAD per NuVista share.
• Share Consideration: 0.344 Ovintiv common shares per NuVista share.
• Combined Consideration: Mix of cash and Ovintiv shares, subject to aggregate caps and proration.
• Election Deadline: Registered shareholders must file the Letter of Transmittal and Election Form with Odyssey Trust Company by Jan 21 2026 4:30 p.m. (Calgary Time). Failure to elect results in an automatic 50/50 split between cash and share consideration.
• Meeting Details: Special meeting scheduled for January 23 2026 at 8:00 a.m. (Calgary time), held at the Conference Centre, Eighth Avenue Place, Calgary, Alberta.
• Voting Methods:
• Mail – using envelope provided with the December 19 2025 circular.
• Hand delivery to Odyssey Trust Company address.
• Online voting via https://vote.odysseytrust.com.
• Beneficial shareholders may vote through Broadridge Investor Communications Corp. (online, phone, or mailed VIF).
• Contact for Assistance: Laurel Hill Advisory Group – toll‑free 1‑877‑452‑7184 (North America) / 1‑416‑304‑0211 (outside North America); email [email protected].
• Regulatory & Closing Conditions: Arrangement subject to shareholder approval, regulatory approvals (including Investment Canada Act), Ovintiv financing, and satisfaction of other customary conditions.

Notable Quotes

“We’re pleased to see the transaction receive the endorsements of the leading independent proxy advisory firms and that they’ve recognized the accelerated value and opportunity this transaction creates for the NuVista Shareholders,” – Mike Lawford, President, CEO & Director, NuVista Energy Ltd.