MEG Announces Postponement of Special Meeting of Shareholders to Vote on the Cenovus Transaction to Thursday, October 30, 2025

Key Takeaways:

• The special meeting is postponed to Thursday, October 30, 2025, at 9:00 a.m. (Calgary Time).
• Approximately 63% of MEG Shares are currently in favor of the Cenovus Transaction, just short of the 66⅔% required.
• The deal offers a 44% premium, valuing MEG at roughly $8.5 billion.
• Independent proxy advisors, ISS and Glass Lewis, recommend voting in favor.
• MEG Shareholders have until October 29, 2025, at 9:00 a.m. (Calgary Time), to deposit their proxies.

Meeting Postponement and Shareholder Support

MEG Energy Corp. (“MEG”) announced that its special meeting of shareholders (originally set for Wednesday, October 22, 2025) has been postponed to Thursday, October 30, 2025, at 9:00 a.m. (Calgary Time). This change was requested by Cenovus Energy Inc. (“Cenovus”) in accordance with the arrangement agreement signed between the two companies. MEG notes that approximately 63% of its shares, represented either by proxy or anticipated for an in-person vote, are currently in favor of the proposed plan of arrangement (the “Cenovus Transaction”), yet the transaction requires approval by at least 66⅔% of votes cast.

Reasons for Supporting the Cenovus Transaction

The MEG Board unanimously urges shareholders to vote for the Cenovus Transaction, highlighting multiple advantages:

• Enhanced Premium: MEG shareholders stand to gain $29.52 per share, reflecting a 44% premium over MEG’s stock price as of May 15, 2025, and valuing the company at about $8.5 billion.
• Rigorous Negotiation: MEG initiated a comprehensive review of potential buyers, receiving three non-binding proposals. Ultimately, the deal with Cenovus delivered repeated improvements in both share price consideration and equity component.
• Significant Synergies: Cenovus anticipates capturing $150 million in near-term annual savings, rising to $400 million annually by 2028. The 50% equity consideration allows MEG shareholders to benefit directly from these future financial gains.

Key Deadlines and Voting Instructions

Due to the postponement, shareholders must now deposit proxies by Wednesday, October 29, 2025, at 9:00 a.m. (Calgary Time). MEG also adjusted the deadline for shareholders to select their preferred form of consideration, whether a mix of shares or cash, to Tuesday, October 28, 2025, at 4:30 p.m. (Calgary Time).

For MEG shareholders who have not yet voted or wish to change a previous vote, new proxies or voting instructions submitted by the revised deadline will override any earlier submissions.

Independent Proxy Firm Recommendations

Two leading independent proxy advisory firms—Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co.—have advised MEG shareholders to vote for the Cenovus Transaction. On October 14, 2025, ISS reaffirmed its support after MEG announced improved terms, which raised the offer’s share component to 50%.

Financial Implications and Future Outlook

By joining forces, Cenovus and MEG foresee numerous operational and financial gains. For MEG’s substantial Christina Lake project, Cenovus has committed to investing about $400 million in capital over the next few years, accelerating production beyond MEG’s standalone forecast. Shareholders choosing to hold Cenovus shares will enjoy the potential for future growth, with every sell-side analyst rating Cenovus shares as a “buy.”

Next Steps for Shareholders

All MEG shareholders, including those who previously voted against the deal, are encouraged to revisit their positions before the revised proxy deadline. For assistance, shareholders can contact Sodali & Co. (1.888.999.2785 or 1.289.695.3075 for banks, brokers, and callers outside North America).

MEG’s Board firmly believes this arrangement offers a compelling value proposition, combining a robust cash component, significant equity upside, and the highest valuation ever paid for a pure-play oil sands asset. They urge shareholders to vote “FOR” to secure the 66⅔% approval needed to finalize the Cenovus Transaction.