MEG Energy Corp. (MEG) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of MEG Energy Corp. Please note that today's meeting is being recorded. Lyle Yuzdepski of MEG Energy will begin with a land acknowledgment and a brief outline of the procedures and guidelines.

Thank you, and good afternoon. MEG's management team is gathered in the city of Calgary for today's meeting. We would like to acknowledge the traditional Treaty 7 territory of the Blackfoot Confederacy, comprising the Siksika, Kainai, Piikani, as well as the Îyâxe Nakoda and Tsuu T'ina nations. We acknowledge that this territory is home to the Métis Nation of Alberta Region 3 within the historical Northwest Métis homeland. As well, we acknowledge Treaty 8 territory, where our Christina Lake operations are located, the traditional and ancestral territory of the Cree and Dene. We acknowledge that this territory is home to the Métis settlements and the Métis Nation of Alberta Regions 1, 4, 5 and 6 within the historical Northwest Métis homeland. We acknowledge the many First Nations, Métis and Inuit, who have lived in and cared for these lands for generations. We make these acknowledgments as an active reconciliation and gratitude to those whose territory we reside on or are visiting. MEG is elected to host its 2025 Annual Meeting virtually. We believe that a virtual meeting is in the best interest of the corporation stakeholders. By improving access a virtual meeting enables more shareholders of the corporation to participate regardless of their geographic location. It also reduces the cost to MEG and its shareholders and reduces our carbon footprint by requiring less travel for our Board of Directors and shareholders. The formal portion of the meeting will be followed by a question-and-answer period where we will have an opportunity to answer your questions that have been submitted online that do not relate to a voting matter. If your question relates to a voting matter, please submit your question immediately. We will answer your question when we reach that item during the meeting. All other questions will be answered at the end of the meeting. I will now briefly outline the procedures and guidelines for participation in the meeting. Your information screen displays instructions on how to vote and submit questions. Voting and question functionality are only available for registered shareholders and duly appointed proxy holders. All other guests are in listen-only mode. [Operator Instructions] Polling is now open. Voting is displayed on your information screen. If you have already voted, you do not need to take any further action unless you would like to change your vote. If at any time during the meeting, you experience technical difficulties, please refer to the technical support information available in the virtual meeting guide that can be found on the MEG website under Investors, Presentations and Events, 2025 Annual Shareholders Meeting. I will now turn it over to Mr. Jim McFarland to commence the formal part of the meeting.

Thank you, Lyle, and good afternoon, everyone. I'm Jim McFarland, Chair of the Board of MEG Energy Corp. And it is my pleasure to welcome you to MEG's 2025 Annual Meeting of Shareholders. This year, we have 1 new Board nominees standing for election at the meeting. Mr. Michael McAllister. Mr. McAllister brings over 40 years of energy industry experience, having held several executive roles with North American oil and gas companies. Most recently, Mr. McAllister spent 20 years at Ovintiv, Inc., formerly Encana Corporation, where prior to his retirement in 2020, he served as President responsible for the company's operations, exploration, land, marketing, midstream and corporate services and previous to that, as Executive Vice President and Chief Operating Officer. Other prior experience includes various technical and leadership roles with Texaco Canada and Imperial Oil Resources. The Board has seen a number of changes over the past few years with more than half the members joining the Board since 2020. We are committed to the corporation's diversity policy having achieved our Board diversity and inclusion targets in 2022, well ahead of our original 2025 target. If the director nominees are elected as proposed, we will maintain our targets with 4 women, representing 40% of Board members and 1 racially diverse individual representing 10% of Board members on the Board. I will now call the formal meeting to order. In accordance with the company's bylaws, I will act as Chair of this meeting; and Lyle Yuzdepski, our Senior Vice President, Legal and Corporate Development and Corporate Secretary, will act as Secretary of the meeting. I would like to begin with introducing our Board of Director nominees. In addition to Darlene Gates, our President and Chief Executive Officer, who is present with us today, the Board nominees, the majority of whom are attending the meeting virtually are: myself, Jim McFarland; Gary Bosgoed; Bob Hodgins; Kim Lynch Proctor; Sue MacKenzie; Mike McAllister; Jeff McCaig; Diana McQueen and Robert Rooney. Next, I would like to introduce the MEG leadership team in addition to the President and CEO, Darlene Gates, the following members of the MEG leadership team are present at the meeting: Ryan Kubik, Chief Financial Officer; Eric Alson, Senior Vice President, Marketing; Tom Gear, Senior Vice President, Oil Sands; Dave Granger, Senior Vice President, Human Resources; Lyle Yuzdepski, Senior Vice President, Legal, Corporate Development and Corporate Secretary; Jim Campbell, Vice President, Communications and External Relations; Garth Castren, Vice President, Corporate Development and Strategy; Mike Dlugan, Vice President, Development; and Mark Telang, Vice President, Engineering and Projects. So moving forward with the meeting, I will appoint Elissa Rojo from Computershare Trust Company of Canada to act as scrutineer of the meeting. The business of today's meeting is described in the Notice of Meeting and Management Information Circular dated March 17, 2025, and which were delivered and filed both on MEG Energy's website and on MEG Energy's profile on SEDAR+ in advance of this meeting. The business of the meeting is to receive the audited financial statements for the year ended December 31, 2024, and to consider and vote on 4 items as set out in the management information circular. They are: the election of the directors, the appointment of the corporation's auditor, the approval of all unallocated restricted share units under the corporation's treasury-settled restricted share unit plan, and the nonbinding advisory vote on the corporation's approach to executive compensation. For efficiency, we have arranged for Ryan Kubik and Dave Granger, all shareholders of MEG to move and second the formal business motions. I have been advised by the secretary that notice of this annual meeting was properly given and that a quorum is present. Accordingly, I declare the meeting properly called and constituted for the transaction of business. We will now proceed with the formal business of the meeting. The first item of business is to receive the audited financial statements and the Auditor's Report for the year ended December 31, 2024. The financial statements were delivered to shareholders in advance of the meeting and can be found under the Documents tab on the right-hand side of your screen and also on MEG's website at megenergy.com. We will now move on to the voting items. The polls are still open for voting on all items of business. You may vote at any time until the last item of business is completed, at which time I will declare the polls closed. As mentioned, voting will be conducted by online polling and your voting options should be visible on your screen if you are a registered shareholder or a duly appointed proxy holder. If you have already voted, you do not need to take any further action unless you would like to change your vote. The second item of business is the election of directors. The Board of Directors has determined that 10 Directors are to be elected until the next annual meeting. In accordance with MEG's majority voting policy, the directors will be voted individually rather than as a slate. As described on Page 6 in the management information circular for this meeting, it is proposed that the following persons be nominated for election to the Board: Gary Bosgoed, Darlene Gates, Robert Hodgins, Kim Lynch Proctor, Susan MacKenzie, Michael McAllister, Jeffrey McCaig, James McFarland, Diana McQueen and Robert Rooney. Accordingly, may I ask for a motion, please?

I move for a vote on a resolution individually electing each of the proposed nominees as a director of the corporation.

Thank you, Mr. Kubik. Is there a seconder for the motion?

Mr. Chair, I second the motion.

Thank you, Mr. Granger. Are there any questions on this motion?

Mr. Chair, there are no questions on the motion.

Okay. Thank you. We will now move to the third item of business, which is the appointment of PricewaterhouseCoopers LLP as auditors of the corporation as set forth on Page 7 of the management information circular for this meeting. May I have a motion, please?

I move for a vote on a resolution to appoint PricewaterhouseCoopers LLP as auditors of the corporation, as set forth on Page 7 of the Management Information Circular.

Thank you, Mr. Kubik. Is there a seconder for the motion?

Mr. Chair, I second the motion.

Thank you, Mr. Granger. Are there any questions on this motion?

Mr. Chair, there are no questions on the motion.

Thank you. We will now move to the fourth item of business, which is the approval of all unallocated restricted share units under the corporation's treasury-settled restricted share unit plan as set forth on Page 8 of the management information circular for this meeting as amended by the corporation and announced on April 11, 2025, to limit the aggregate number of restricted share units under the plan to 4% of the issued and outstanding common shares of the corporation from time to time. May I have a motion, please?

I move for a vote on a resolution to approve all unallocated restricted share units under the corporation's treasury-settled restricted share unit plan as set forth on Page 8 of the management information circular and as amended.

Thank you, Mr. Kubik, is there a seconder for the motion?

Mr. Chair, I second the motion.

Thank you, Mr. Granger. Are there any questions on this motion?

Mr. Chair, there are no questions on the motion.

Thank you. We will now move to the fifth item of business, which is the nonbinding advisory resolution to approve the corporation's approach to executive compensation as set forth on Page 9 of the management information circular for this meeting. May I have a motion, please?

I move for a vote on a nonbinding advisory resolution to approve the corporation's approach to executive compensation as set forth on Page 9 of the Management Information Circular.

Thank you, Mr. Kubik. Is there a seconder for the motion?

Mr. Chair, I second the motion.

Thank you, Mr. Granger. Are there any questions on this motion?

Mr. Chair, there are no questions on the motion.

Thank you. We will now pause for a moment to allow those voting online to do so. The line will go silent for 30 to 60 seconds while we allow those online to vote. [Voting]

Okay. Well, thank you for your patience. Online polling is now closed. In order for today's resolutions to be passed each resolution must receive the approval of a simple majority of the votes cast by the shareholders. I have received scrutineer's report and confirm that all resolutions have been passed. I direct the secretary to file the final scrutineer's report with the minutes of this meeting. Details of the voting results will be filed on SEDAR+ and included in our news release following the meeting. This now concludes today's formal business. Could I please have a motion to terminate the meeting?

I move that this meeting be concluded.

Thank you, Ms. Gates. I declare the formal business of the meeting concluded. We will now turn to the question and answer portion of the meeting.

We have no questions from registered shareholders or duly appointed proxy holders at this time. We'll wait for 30 seconds to see if anyone has any question to pose, if not, we will wrap up this meeting. Ladies and gentlemen, on behalf of your Board of Directors and leadership team, thank you for attending MEG's 2025 annual meeting of shareholders.

This concludes the annual meeting of shareholders of MEG Energy Corp. You may now disconnect.