MEG Energy files amending agreement with Cenovus

An anonymous director of MEG Energy reports MEG ANNOUNCES FILING OF AMENDING AGREEMENT AND ADDITIONAL KEY DATES FOR THE IMPROVED CENOVUS TRANSACTION On Oct. 8, 2025, MEG Energy Corp. announced that it had entered into an amending agreement with Cenovus Energy Inc. dated Oct. 7, 2025, amending the arrangement agreement between MEG and Cenovus dated Aug. 21, 2025, and the plan of arrangement attached thereto (all amounts in Canadian dollars unless specified.) The amending agreement, among other things, increases the consideration payable to holders of common shares of MEG to $29.79 per MEG share based on Cenovus's closing share price on Oct. 10, 2025, and increases the percentage of share consideration originally set out in the arrangement agreement. Subject to the satisfaction or waiver of the closing conditions in respect of the improved Cenovus transaction, it is anticipated that the improved Cenovus transaction will close on or about Monday, Oct. 27, 2025. The amending agreement has been filed on MEG's SEDAR+ issuer profile and is also available on MEG's website. As a result of the amending agreement, MEG's application to the Court of King's Bench of Alberta for a final order in respect of the improved Cenovus transaction has been set for Friday, Oct. 24, 2025, at 2 p.m. Calgary time. MEG shareholders and any other interested parties that wish to attend the final order application must file with the court and serve upon MEG, care of Burnet, Duckworth & Palmer LLP, attention: Paul Chiswell, e-mail: [email protected], a notice of intention to appear on or before 5 p.m. Calgary time on Wednesday, Oct. 15, 2025, which notice must comply with the instructions set out in the circular (as defined herein). MEG shareholder elections under the improved Cenovus transaction For the benefit of registered MEG shareholders who have not yet made an election in respect of the consideration they wish to receive under the improved Cenovus transaction, or who wish to change their election, MEG has delivered a revised letter of transmittal and election form to each registered MEG shareholder, outlining the necessary documentation and information required to make such election or revise any previously made election. The revised letter of transmittal and election form reflecting the improved Cenovus transaction are for use by registered MEG shareholders only and can be found on MEG's website and its SEDAR+ issuer profile. The letter of transmittal and election form are only for use by registered MEG shareholders. Those MEG shareholders who hold their MEG shares through a broker or other intermediary and who have not yet made an election, or who wish to change their election, should contact their broker or other nominee. No further action is required by MEG shareholders who have already completed and submitted a letter of transmittal and election form (in the case of registered holders), or have provided instructions to their broker or other nominee (in the case of beneficial holders), unless they wish to change their election, including the mix of cash and share consideration elected. Instructions for MEG shareholders with respect to depositing proxies or voting instruction forms and submitting elections, as well as the deadlines associated therewith, were detailed in MEG's Oct. 8, 2025, news release. For questions or assistance with voting or making elections, MEG Shareholders can contact Sodali & Co. at 1-888-999-2785, or 1-289-695-3075 for banks, brokers and callers outside North America, or [email protected] Updated meeting details The MEG board unanimously recommends MEG shareholders vote for the improved Cenovus transaction. MEG shareholders will vote on the improved Cenovus transaction at the special meeting of MEG shareholders, which has been postponed to Wednesday, Oct. 22, 2025, at 9 a.m. Calgary time, at Brookfield Place, 225 6th Ave. SW, Suite 1400, Calgary, Alta., or through a live audio webcast. The password for the live audio webcast of the meeting is meg2025, case-sensitive. Registered MEG shareholders have the right to dissent with respect to the improved Cenovus transaction and to be paid by MEG the fair value of their MEG shares in accordance with the provisions of Section 191 of the Business Corporations Act (Alberta), as modified by the interim order of the court granted Sept. 9, 2025, and the plan of arrangement, as amended by the amending agreement. Any dissent notices must be received by MEG, care of Burnet, Duckworth & Palmer, attention: Mr. Chiswell, e-mail: [email protected], by 5 p.m. Calgary time on Wednesday, Oct. 15, 2025. MEG shareholders should review the circular for additional information with respect to their rights of dissent and how to exercise such dissent rights. Information circular MEG filed an information circular on Sept. 12, 2025, providing further details on the election process and the upcoming meeting. As a result of the terms of the improved Cenovus transaction, certain information provided in Appendix H to the circular with respect to Cenovus's pro forma consolidated capitalization has changed. Under the terms of the improved Cenovus transaction, it is anticipated that total net capitalization, as at June 30, 2025, and adjusted on a pro forma basis to give effect to the improved Cenovus transaction, will be $42,458-million. The complete pro forma capitalization table for Cenovus, and the notes thereto, updated to account for the terms of the amending agreement are provided in this news release. MEG shareholders are encouraged to review the circular. Copies of the circular, the revised letter of transmittal and election form, the amending agreement, and additional information on the meeting can be found on MEG's website. The information provided herein is supplemental to the information contained in the circular and is being disseminated to MEG shareholders in accordance with the terms of the interim order, a copy of which is appended to the circular as Appendix C. Pro forma consolidated capitalization An attached table sets forth the consolidated capitalization of Cenovus as at June 30, 2025, before and after being adjusted on a pro forma basis to give effect to: (i) the improved Cenovus transaction; (ii) borrowing under the bridge facility (as defined below); (iii) borrowing under the term facility (as defined below) in connection with the improved Cenovus transaction; and (iv) the assumption of MEG's debt pursuant to the improved Cenovus transaction. The table should be read in conjunction with the Cenovus's interim unaudited financial statements as at and for the three and six months ended June 30, 2025, and the related management's discussion and analysis, each of which is available on Cenovus's SEDAR+ issuer profile. Advisers BMO Capital Markets and Burnet, Duckworth & Palmer are acting as financial adviser and legal counsel, respectively, to the company. RBC Capital Markets and Norton Rose Fulbright Canada LLP are acting as financial adviser and legal counsel, respectively, to the special committee of MEG's board of directors. We seek Safe Harbor.