Veren Inc. (VRN) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Veren Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Barbara Munroe, Chair of the Board. Ms. Munroe, the floor is yours.

Thank you. Good morning, everyone. My name is Barbara Munroe, and as Chair of the Board of Veren, I will act as Chair of the meeting this morning. On behalf of the Board of Directors, it is my pleasure to welcome you to the Special Meeting of Shareholders of Veren Inc. The Board and Management thank you for your interest and attendance today. We have made the decision to hold the meeting virtually to maximize shareholder attendance and maintain cost and environmental alignment. Next, I acknowledge that we are in the Southern Alberta, which is the traditional territory of many nations, including the Blackfoot Confederacy, Tsuu T'ina, the Nakoda Nations and Métis Nation Region 3. In the spirit of reconciliation, I pay respect to all of those who have come before us in the Treaty 7 region of Southern Alberta. With respect to the logistics of the meeting, if you wish to vote or participate in the formal part of the meeting, you must have been a registered shareholder of record at the close of business on March 27, 2025, or must be a duly appointed proxy holder of Veren. If you wish to vote or ask a question, please do so by selecting the appropriate icon at the top of your screen. Relevant questions, if any, regarding procedural matters or directly related to the motion before the meeting will be addressed during the meeting. You can submit questions or comments at any time by clicking on the Q&A tab. For the purposes of the meeting today, voting by registered shareholders and duly appointed proxy holders on the special resolution will be conducted by electronic ballot. Anyone in attendance today who has not yet voted and has not signed in as a guest will have an opportunity to vote online in real time using the virtual meeting platform. After the item of business has been brought before the meeting, I will report the results of the vote. In order to have the meeting proceed efficiently, we have asked employees who are shareholders or proxy holders of Veren to move and second the motion to be put before the meeting. Note that because of the number of proxies held by management, the resolution on today's agenda will be approved by the required majority. If you wish, the scrutineer can provide you with a detailed breakdown after the meeting. I will now call the Veren's Special Meeting to order. Our Senior Vice President, General Counsel and Corporate Secretary, Mark Eade is in attendance, and I appoint him to act as Secretary of the meeting. Jennifer Oliver of Computershare Canada, our transfer agent, is in attendance today, and I appoint her to act as scrutineer for the meeting. I ask Mr. Eade to file a copy of the notice of this meeting, which was mailed on April 4, 2025, to shareholders of record on March 27, 2025, and the copy of the notice and proof of service will be filed with the records of meeting. The scrutineer has provided me with a preliminary report on attendance and the count indicates that the 171 shareholders are present by webcast or by proxy representing 273,492,168 common shares. Accordingly, 44.7% of the common shares outstanding are currently represented at this meeting. I, therefore, declare that a quorum is present and that this meeting is properly constituted for the transaction of business. A copy of the scrutineers' report will be filed with the records of the meeting. The sole item of business is the resolution to approve the business combination between Whitecap Resources and Veren to be completed by a plan of arrangement involving, among other things, the acquisition by Whitecap of all of the issued and outstanding Veren shares in exchange for common shares of Whitecap. Special resolution must be passed by a majority of not less than 2/3 of the votes cast on the resolution by shareholders present in person or by proxy at the meeting. The full text of the resolution is set forth in Appendix A to the joint management information circular of Whitecap in Veren dated March 28, 2025. I will dispense with reading of such resolution. I now ask for a motion to pass the resolution to approve the business combination between Whitecap and Veren as described in the joint information circular.

I move that shareholders pass the resolution to approve the business combination between Whitecap and Veren, the full text of which is set out in Appendix A to the joint management information circular of Whitecap and Veren dated March 28, 2025.

I second the motion.

Voting on this resolution will now proceed. If you wish to change your prior vote or vote if you have not submitted a proxy already, please use the appropriate voting Button. We are about to close the polls. If you haven't finished indicating your vote, please do so now. [Voting]

The polls on the item of business brought before the meeting are now closed. I declare that the special resolution put to the meeting has been carried and that shareholders have approved the business combination between Whitecap and Veren. The scrutineer's report will be filed with the records of this meeting. Any questions that shareholders may have with respect to the business or operations of Veren should be directed to our Investor Relations department. As all business properly brought before the meeting has been dealt with, this concludes the business of the meeting, and I declare the meeting closed.

This concludes the meeting, and you may now disconnect.