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

Well, good morning, ladies and gentlemen. Welcome again to this special meeting of the shareholders of MEG Energy. My name is Jim McFarland, and I'm Chair of the Board of Directors of MEG Energy and Chair of this meeting. Thank you to all of you for joining the meeting in person or online and for your patience over the last couple of weeks. So I now call this meeting to order. When we last met on October 30, the meeting was constituted, recessed and then subsequently adjourned to today's date and time. I'm pleased to announce that we will now continue and proceed with the business of the meeting. I confirm that Lyle Yuzdepski, MEG's Senior Vice President, Legal and Corporate Development and Corporate Secretary, will continue to act as Secretary of the meeting; and Ms. Elissa Rojo and Ms. Tara Israelson of Computershare will continue to act as scrutineers for the meeting. The business of today's meeting is described in the notice of special meeting, notice of application to the Court of King's Bench and management information circular and proxy statement dated September 9, 2025, which were delivered and filed both on MEG's website and on MEG's profile on SEDAR+ in advance of this meeting as amended by press releases subsequently released dated October 8, October 27 and October 31, 2025. So joining me today on my right in person is Ms. Darlene Gates, President and Chief Executive Officer of MEG Energy; and Mr. Robert Rooney, Director of MEG Energy and Chair of the Special Committee of the MEG Board. I may invite Darlene or Bob to address questions that are best answered by them given my role as Chair of this meeting. Representatives of Burnet, Duckworth and Palmer are present to assist me on legal matters that may arise during the meeting. So turning to Item 2 on the agenda. Bear with me a little bit here. I will first outline some procedural matters for the meeting. Registered shareholders and proxy holders will have the opportunity to ask questions and discuss the business matters to be addressed at this meeting. After the motion to approve the special resolution has been made under Item 4 on the agenda and before we vote, I will invite questions or discussion. Please wait until that point before raising any questions. However, if you are participating online, please submit your questions immediately, and we will address them at the proper time. For those attending in person, you will have a chance to ask your questions at the proper time. Please raise your hand and a microphone will be brought to you. Before speaking, state your name and indicate whether you are a registered shareholder or proxy holder. For those attending by webcast, you should now see the agenda on the right side of your screen. At the left of the page is a navigation bar giving access to different parts of the platform. The first icon home contains written instructions on using the Lumi platform and directions to further support if needed. [Operator Instructions] So please also note that this meeting is being recorded. Now moving on to Item 3 on the agenda. The scrutineers have reported that 98 shareholders holding 234,356,569 or 92.13% of the outstanding common shares of MEG Energy are present in person or by proxy. I declare that a quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. The scrutineers have advised me that all votes received from registered shareholders and proxy holders in advance of the meeting have been tabulated. Now based on those reports and on the number of votes represented by the registered shareholders and proxy holders in attendance today, I expect that the special resolution will pass the required thresholds. Any registered shareholder or proxy holder in attendance who has not yet voted will have the opportunity to vote at this meeting. If you have already voted, there is no need to vote again. A new vote will override any previous one. These interim results will be confirmed immediately following the meeting. Meg will announce the precise results by news release today, and the report on voting will be filed with the Securities Commissions tomorrow. Voting on the special resolution is now open. Registered shareholders and proxy holders attending by webcast will now see their screens changed to display the items of business for the meeting. You may cast your vote now and change your vote at any time until I announce the voting is closed. Now to the business of the meeting under Item 4 on the agenda. This meeting is being held to consider and if thought fit, approve a special resolution for the plan of arrangement under Section 193 of the Business Corporations Act of Alberta, involving, among others, MEG Energy, Cenovus Energy and MEG shareholders. Under the arrangement, Cenovus will acquire all issued and outstanding common shares as described in the management information circular of MEG Energy dated September 9, 2025. To be passed, the special resolution must be approved by 2 thresholds. First, approval by at least 66.67% of the votes cast in person or by proxy at this meeting. Second, approval by at least 50% of the votes cast in person or by proxy at this meeting, excluding the votes cast by or on behalf of Strathcona Resources. Full text of the special resolution appears in Appendix A to the Management Information Circular of MEG Energy dated September 9, 2025. May I have a motion on this matter?

My name is [indiscernible] and I move that the special resolution set forth in Appendix A to the Management Information Circular of MEG Energy dated September 9, 2025, be approved.

May I have a second?

My name is [ Pratik Gupta ], and I second this motion.

Thank you. So moving on to item 5. And before we vote on the special resolution, are there any questions on the resolution or the business of this meeting? So hearing none, let's just move on. The meeting is now closed to further discussion on the motion so that we may vote on the resolution. The polls remain open. For those who have not yet voted virtually, please do so now. Those attending in person, please provide your ballots to the scrutineer. [Voting]

Okay. Now that everyone has had the opportunity to vote, I declare the polls for this meeting closed. So based on the report of the scrutineers, I declare that the special resolution has been approved by more than 86% of the votes cast by all shareholders in favor of the resolution and by more than 83% of the votes cast in favor of the resolution, excluding the votes cast on behalf of Strathcona. The final voting results will be disclosed by press release after the meeting and filed with the Securities Commission on MEG Energy's SEDAR+ profile. This information will also be made available on the MEG Energy website. So that concludes all the business that may be brought before this meeting. Thanks to all of you for attending, and I declare the meeting closed. Thanks very much all.