2021 Proxy Statement MESSAGE FROM OUR BOARD CHAIR

March 12, 2021

Dear shareholders:

The year 2020 will be long remembered. As a world, and an industry, we navigated an unprecedented pandemic that took a tragic toll on human life, shuttered global economies and crippled demand for the products we safely produce to fuel the world. This letter comes at the one year mark of the initial pandemic-related impacts and the simultaneous oil price war that sent crude to record lows. However, amidst these historic events were many bright spots, and our company’s ability to adapt and persevere was exceptional.

Ovintiv enters 2021 a stronger and better company, thanks to the hard work and commitment of our people, proven leadership and an engaged Board of Directors that helped actively manage 2020’s challenges. This was my inaugural year to serve shareholders as their independent Board Chair and we successfully navigated 2020 with a thoughtful and deliberate plan to maintain financial strength while ensuring the business was positioned to execute when demand for our products returned.

Key highlights: • Pandemic response – In early 2020, we assembled a Pandemic Response Team that represented a diverse team of experts from across the company, including medical professionals. This team met daily during the early days of the pandemic to ensure we were able to protect our people, contractors and the communities in which they lived. Updates were provided on a weekly basis to the Board and more than a dozen Board briefings were held outside of our regularly scheduled meetings. Protocols were rapidly deployed that enabled field operations to safely continue and we performed more than 250,000 company and service provider screenings during the first six months of the pandemic. Although much of the world quickly adapted to working from home, this simply was not an option for our committed field employees, and we owe them a debt of gratitude for helping to deliver our strong performance.

• Capital allocation and discipline – We proactively reduced 2020 investments by nearly $1 billion, compared to our original plans. Our multi-basin portfolio and the flexibility built into our business made this possible without penalty. It also enabled us to balance our pace of activity and the size of our company. Our proactive steps allowed us to deliver our third consecutive year of free cash flow and exit the year with nearly $500 million less debt from mid-year 2020. In a year full of so many difficulties, these accomplishments seemed far from reach at the end of the first quarter, but with discipline we were able to make them a reality. • Governance – We have an active, engaged and independent Board that is diverse by gender, skills and experiences. Ongoing Board refreshment continued with the retirement of three long- standing directors and the addition of two new directors. Since 2019, we have added four new directors, appointed a new independent Board Chair and refreshed committee memberships, including three new committee chairs. Board rejuvenation is an important conduit to new ideas, effective oversight and adapting to ever-changing shareholder expectations. We have an active and ongoing Board refreshment process in place.

• ESG Performance – Our Board spent a great deal of time on our environmental, social and governance programs in 2020, believing our industry and company need to do more to amplify the positive impacts and lessen negative ones from our operations. In addition to the enhanced disclosures in our 16th annual Sustainability Report – which are aligned with the disclosure frameworks of the Task Force for Climate-related Disclosure (TCFD) and Sustainable Accounting Standards Board (SASB) – we increased our focus on emissions reductions. With guidance from internal experts and third party specialists, we thoughtfully set a target to reduce our methane intensity by one-third by 2025, using 2019 as our benchmark. The goal will be tied to our compensation program for all employees starting this year.

Our Board welcomes and values input from all shareholders. I and other Board members had the opportunity to meet with a large number of investors during our annual shareholder outreach effort this past fall. The feedback from these interactions enhances our decision making around the board table. It’s important that our owners clearly understand our strategy and know we are committed to building value.

On behalf of the Board, thank you for your investment in our company.

PETER A. DEA Chair of the Board TABLE OF CONTENTS

5 Proxy Statement Summary 5 Annual Meeting of Shareholders PROXY

SUMMARY 8 Frequently Asked Questions STATEMENT

11 Corporate Governance 23 Board Committees

11 ITEM 1. ELECTION OF DIRECTORS 25 How We Maintain an Effective Board 11 How We Build an Effective Board 27 Human Capital Management 12 Board of Directors Overview 28 Policies and Standards 13 Nominees for Election to the Board 30 Our Director Compensation Program CORPORATE GOVERNANCE 22 How the Board Operates 32 Securities Ownership

36 Executive Compensation

36 ITEM 2. ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS 37 Compensation Discussion and Analysis

38 Compensation Key Principles 46 Compensation Peer Groups

EXECUTIVE 39 Components of Our Executive 47 Compensation Governance Compensation Program COMPENSATION 50 Executive Compensation Tables 40 Realized Compensation 41 2020 Compensation Program

60 Audit Matters

60 ITEM 3. RATIFY PRICEWATERHOUSECOOPERS 60 Audit Fees and All Other Fees LLP AS INDEPENDENT AUDITORS 61 Audit Committee Pre-Approval Policies and AUDIT 60 Evaluation and Selection of Independent Auditors Procedures MATTERS 61 Report of the Audit Committee

62 Additional Information 62 Additional Shareholder Information ADDITIONAL INFORMATION

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PETER HRC Committees: since: Director Age: Independent USA Texas, Houston, Committees: since: Director Age: Independent | Chair USA Colorado, Butte, Crested 46 67 ui and Audit Officio Ex 2020 2010 taei lnigfrAaak Petroleum and conducted Anadarko Pace Services. for Energy analysis Global development Gentle for market energy and Ms. Corporation planning business career, strategic her international in Early Finance. 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Chairman Executive Resources the is Dea Mr. Colorado Force. the Task Gas to with & chairing Hickenlooper appointee Oil Governor an beginning to then as and of level, Team, associations trade Energy state industry at Clinton’s and policy President shape federal helped and the has leader thought he a He conservationist, as industry career. and by Recognized 40-year public director. corporate nearly a companies, as serves his currently several in during led creation private, has value He and of industry. history production built and long exploration a the has Dea Mr. BACKGROUND • • EDUCATION • • • PREVIOUS • • • CREDENTIALS AND EDUCATION • • • • PREVIOUS • • • • • CURRENT B,Rc University Rice MBA, University Madison James Affairs, International and Economics BA, • • • • including: Inc., Energy, Cheniere with roles leadership Various Inc. Tellurian Director, Inc. Tellurian CEO, and President University Harvard Program, Management Advanced Montana of University Geology, MSc, University Colorado Western Geology, BA, Scholarships ACE Co-Chair, Colorado Conservancy, Nature The Trustee, Corporation Resources Barrett CEO, LP Resources Gas Western CEO, and Science Nature of Museum Denver Trustee, Inc. Services Oilfield Liberty Director, Corporation Midstream Antero Director, Resources Cirque CEO, and President LP Resources Confluence Chairman, Executive eirV taei lnig&Finance & Planning Strategic – VP Senior CFO and VP Senior Marketing – VP Senior Marketing EVP vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 13

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HOWARD omte Chair Committee * n HRC and Committees: since: Director Age: Independent USA Colorado, Denver, HRC and Committees: since: Director Age: Independent USA Colorado, Breckenridge, 72 68 01POYSTATEMENT PROXY 2021 R,EH&S CRG, Reserves* 2014 2014 n rjc aaeetcompany. management procurement project engineering, and the an with Inc., roles also Group, global leadership has Bechtel senior leading He several 2014. a in to served 2006 HILL, Officer from Executive CH2M company, Chief EPCM of company, and Chairman 2018; technology and a to LLC, 2015 energy as from TerraPower, nuclear serving of private Officer includes Executive experience Chief management, executive His risk safety and governance, compensation. of and understanding corporate finance, strong knowledge strategy, a has working management McIntire and Mr. sustainability board ESG and focus. establishing 25 expertise environmental provides in also With he experience, of consulting. leadership and years management energy, engineering, alternative water the in construction, to strengths and expertise operations particular of wealth with a Board brings McIntire Mr. BACKGROUND the of graduate a is Program. and Management Advanced Wharton University Heriot- from Petroleum an Engineering Watt holds of of He Doctorate decade. Institute a honorary than the more for at Engineering Industrial the Board of Chair Advisory previously was 2,500 Mayson over Mr. while for leader global Reserves functional professionals. the technical Corporate the led as he and serving role, program global this senior the largest R&D In world’s for companies. the various of responsible E&P one at also held function was subsurface manager he and country roles including career, positions leadership his During subsurface diligence deals. due M&A of technical major basins the of in and of evaluation globe the background commercialization around technical the a responsible opportunities, been the With has for he Technology ago. engineering, of reservoir decades Institute mechanics Massachusetts of four fracture edge the on leading thesis at Masters’ he the his since at technology wrote production been and has exploration Mayson Mr. BACKGROUND • • EDUCATION • • PREVIOUS • • CURRENT • • EDUCATION • • • PREVIOUS S,Mcaia niern,MIT Engineering, Mechanical MSc, Sheffield of University (Hons), BEng Engineering Petroleum of Institute Board, Advisory Industrial Chair, • • • • • p.l.c., including: BP with roles leadership Various opne nteUS,UK n Canada and U.K. U.S., the in companies energy-related private several of Director LLC Management Capital Azimuth Operating Partner, and Board Advisory of Member Management Global of School Thunderbird MBA, Nebraska of University Engineering, Civil BSc, • • • including: Inc., Bechtel Group, the with roles leadership Various • • • HILL, including: CH2M with roles leadership LLC Various TerraPower, member, Board and CEO eirrlsi -8adAlaska and L-48 in roles Senior U.K./U.S. Group, Tech E&P Director, Technology E&P SVP, Angola BP President, Russia BP CEO, ebro h or fDirectors of Board the of Member Partner Vice-President Executive COO President and CEO Board the of Chairman (1) TVNW NANCE W. STEVEN MINYARD L. KATHERINE Reserves Committees: since: Director Age: Independent USA Texas, Houston, since: Director Age: Independent USA Colorado, Denver, 64 45 HS and EH&S* 2019 2021 oiin flaesi ihsvrlU.S. several with leadership senior of independents. increasingly phase holding initial career, positions the energy in his engineer of petroleum a was He business direction. consulting strategic succession and with planning C-level assisting a including development executives, significant to leadership build director, and his coaching professional providing to a leveraged as experience Nance career his Mr. & on to Prior Health served Environmental, Reserves. has and Safety Audit, and Compensation, Governance, including company committees newly numerous IPO a for on environment formed 10-year been governance helped his has the corporations, create he In well-established director, 2019. of corporate Lead boards in a Ovintiv as the career with was merged when extensive Company it Exploration has and Newfield gas of Nance Director experience and private Mr. a governance from oil perspective. industry gas insights and private equity direct oil active brings a an into He LLC, company. investment Steele Energy, of Manager and Creek President the is Nance Mr. BACKGROUND the Business holds Mathematics also designation. Applied She of Analyst Financial University. a Chartered in A&M Master and Texas Science France from a of in INSEAD Bachelor holds from Administration Minyard Refining, Ms. at clients Company. & energy Oil, McKinsey in served and Earlier Accenture Minyard companies. Integrated Ms. E&P career, U.S. her U.S. and Oil where Canadian covered Morgan J.P. on at Director she in Team Executive Research Cambiar an a Equity was the joining as Minyard to strategy Ms. 2014, Prior Select equities, manager. Europe utility portfolio the and leading long-only, materials while mining, and basic a metals and industrials, energy, Investors, Principal international She manager. covers asset Investment Cambiar global value-focused an relative at is Partner Minyard Ms. BACKGROUND • • • • • PREVIOUS • CURRENT • EDUCATION • • • • EDUCATION • • PREVIOUS • CURRENT ietr lu ekEeg,Inc. Energy, Peak Cloud Director, Company Exploration Newfield Director, Company Production Energy Peoples President, Energy XPLOR CEO, and Chairman President, Inc. Resources, Division, Burlington Coast Gulf – President Vice LLC Energy, Creek Steele Manager, and President University Tech Texas Engineering, Petroleum BSc, Inc. Companies, Williams The Director, Analyst Financial Chartered INSEAD MBA, University A&M Texas B.S., Company & McKinsey and Accenture firms, consulting with roles Various Morgan J.P. Research, Equity Director, Executive Investors Cambiar Partner, and Principal Investment vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 (2) Š 15

CORPORATE GOVERNANCE SUZANNE P. NIMOCKS

BACKGROUND CURRENT Ms. Nimocks has a decade of board experience • Director, Owens Corning with a perspective that crosses a variety of • Director, ArcelorMittal industries and across the globe. She is currently • Director, Valaris plc a director for the world’s largest steel company, • Trustee, Texas Children’s Hospital a U.S. based Fortune 500 building products company and the world’s largest offshore drilling PREVIOUS Houston, Texas, USA company. She has chaired a variety of • Various leadership roles with McKinsey & Independent committees including two compensation Company, including: committees, an EH&S committee, a Finance • Director (Senior Partner) Age: 61 committee, and a Corporate Responsibility and • Managing Partner, Houston Office Director since: 2010 Governance committee. • Member, Global Senior Partner Election Committees: CRG* and Committee and all other election Previously a Director and Senior Partner with committees of the firm Audit McKinsey & Company, her strategic consulting • Former Board Chair, Houston Zoo practice covered corporate strategy, operations, • Former Board Member and Chair of human resources, mergers and acquisitions, Environmental Committee, Greater finance, and risk management. At McKinsey, she Houston Partnership was a global leader in the firm’s Oil and Gas, Electric Power, Renewables (wind, solar and EDUCATION geothermal) and Risk Management practices. • BA, Economics, Tufts University Ms. Nimocks has led several diversity and • MBA, Harvard Graduate School of Business inclusion projects and helped found and now serves on the board of Advancing Women in Energy. She also committed 20 years to the Board of Directors of the Houston Zoo, stewarding its transformation to a global conservation organization, and serving most recently as its Chair. She is currently a Trustee of the Texas Children’s Hospital in Houston, Texas.

THOMAS G. RICKS

BACKGROUND CURRENT Mr. Ricks, whose professional career focused on • Director, Sensei Biotherapeutics, Inc. the institutional investor perspective, is very experienced in portfolio management, asset PREVIOUS allocation, risk management and thematic • CEO & Chief Investment Officer, H&S investing. He followed an unconventional path Ventures LLC from international banking in Asia to finance • CEO, University of Texas Investment Austin, Texas, USA roles to high-net worth and public institution Management Company Independent capital/wealth management. He appreciates • Various leadership roles with the University first-hand the importance and complexity of of Texas System, including: Age: 67 balancing social overlays with portfolio • Vice Chancellor, Asset Management Director since: 2019 investment objectives. • Executive Director, Finance and Private Committees: HRC* and Investments He served as CEO & Chief Investment Officer of • Director, Newfield Exploration Company CRG H&S Ventures, LLC, a Forbes 150 family office, from 2001 until his retirement in 2018. He also EDUCATION oversaw The University of Texas Investment • BA, Economics, Trinity College Management Company (UTIMCO) from 1996 to • MBA, University of Chicago 2001 as its Chief Executive Officer. Mr. Ricks joined the Board in 2019 following the acquisition of Newfield Exploration Company. He currently serves as a director of Sensei Biotherapeutics, Inc., a public clinical-stage biopharmaceutical company.

16 Š Ovintiv Inc. / 2021 PROXY STATEMENT OGA .SUTTLES J. DOUGLAS SHAW G. BRIAN ietrsince: Director Age: Independent Not | CEO USA Colorado, Denver, EH&S Committees: since: Director Age: Independent Canada Ontario, Toronto, 60 67 ui and Audit 2013 2013 rsdn n ntebado Spindletop of board as of Texas. of Board the University Advisory serving the Engineering the on including and and Charities and activities change President the involved non-profit actively climate in been has in leadership also environment, He policy. providing energy of on on focused areas where capacity associations is leadership and he a boards in industry & several serves Suttles an Exploration Mr. building and Chief BP leaders been culture. the innovative has developing he for BP of as career known his the serving Throughout Officer Production. in and serving Operating His office includes Alaska. and and executive also Russia business Trinidad, in experience into Sea, businesses North leading moved the including quickly roles operations leadership and but engineering in in roles He career policy. numerous his business organizations with began and energy worked on numerous technical and governments led countries has and multiple he career the since businesses to his Ovintiv experience During of energy CEO Board. global brings as He served 2013. has Suttles Mr. BACKGROUND of Board Orchestra Symphony member Directors. a Toronto the is the also He of administer industry. set investment standards the to and for performance-reporting curriculum works analyst ethics-based that financial Toronto, of chartered non-profit Society CFA the in a active 2008. is to Shaw 2005 Mr. from Officer Inc. private Executive Markets World Chief CIBC a and of Shaw of Chairman Mr. as Inc., Director 2016. served since a company, Funding credit and structured private Mortgage 2012; a since Lakeview Company, a company, Trust of 2012; trust Manulife since Bank bank, of Manulife chartered Energy of Director private NuVista Director a of a Canada, Director 2014, a since as Ltd. served has and He investment in serving boards management. wealth advisory mindset, his multiple investor apply on the opportunities to appreciating emerging proprietary and continues identifying division, and He experience equity functions. client-facing he global desk, trading both trading its the including headed From of markets banks. perspective ultimately major capital initial Canada’s league-leading of the capital one a Chairman at in of former business experience the CEO as and deep investing, and brings markets Shaw Mr. BACKGROUND • EDUCATION • PREVIOUS • • • • • CURRENT • • • EDUCATION • • • PREVIOUS • • • • • CURRENT ea,Austin Texas, of University Engineering, Mechanical BSc, • • • • • • p.l.c., including: BP, with roles leadership Various Manufacturers of Association National Director, America of Association Petroleum Independent Director, Council Production & Exploration American Director, Institute Petroleum American Director, Inc. Ovintiv CEO, Analyst Financial Chartered Alberta of University MBA, Alberta of University BComm, Ltd. Royalty PrairieSky Director, Inc. Patheon Inc. Director, Markets World CIBC CEO, and Chairman Orchestra Symphony Toronto Director, Inc. Funding Mortgage Lakeview Director, Company Trust Manulife Director, Canada of Bank Manulife Director, Ltd. Energy NuVista Director, dioyBoard Advisory Operations America BP Member, Operations Sea North Vice-President, Trinidad BP President, Inc. Sakhalin BP President, Alaska BP President, Production & Exploration BP COO, vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 17

CORPORATE GOVERNANCE 18 CORPORATE GOVERNANCE Š vni n./ Inc. Ovintiv RC .WATERMAN G. BRUCE Reserves Committees: since: Director Age: Independent Canada Alberta, Calgary, Notes: 2 nMy1,21,CodPa nryIc “lu ek)adsbtnilyalo t hlyonddmsi usdaisfldpttost reorgan to petitions filed subsidiaries domestic wholly-owned its of all substantially and Peak”) Ini (“Cloud an Inc. obtained Energy Endurance 2016, Peak 30, Cloud May 2019, On 10, 2015. May December in On resignation his until 2012 (2) March from Ltd. Energy Endurance of director a was Mayson Mr. (1) 70 hpe 1o h ntdSae akutyCd nteUie ttsBnrpc or o h itito eaae(h Bnrpc or”.O Decemb On Court”). “Bankruptcy (the Delaware of District the for Court. Court Bankruptcy the Bankruptcy by States confirmed United was the reorganization in of Code plan Bankruptcy Peak’s Cloud States 2019, United the of 11 Chapter or-pone oio,suh n banda re prvn,aogohrtig,afnldsrbto oEdrneslnesadatermination a and lenders Endurance’s to distribution final a Endu things, Inc., Canada other Consulting FTI among 2017, approving, 4, July order On relief. an other and obtained proceedings proceedings. and of bankruptcy stay sought a seeking monitor, Act Arrangement court-appointed Creditors Companies’ the under Order 01POYSTATEMENT PROXY 2021 ui*and Audit* 2010 r aemnhsas evda ietrof company, director gas and a oil 2012. private as since a served Limited, a Oil also Irving has holds Waterman Mr. Waterman accountant. financial professional University chartered a Mr. Queen’s is from and other Commerce policy. of Bachelor and and accounting professional at on theory lecturer institutions a CPAs as educational acted Canadian often has provides He for professionals. advocacy an and services of Canada, leadership that board thought of development, advisory Institute the association Executives on sits Financial Waterman Mr. company business. multi-country of lines a experience various with for production has cybersecurity management including also risk oversight, and He systems leadership operations. with and wholesale retail exploration executive U.S. and and business, the held agricultural in as companies, has well positions He as from Argentina experience Canada. is to with – China negotiations business wide-ranging agriculture, commercial oil financings, similarly in as and including experience well development His as gas. forestry industries and and fisheries, of broad chemicals, a in of roles Institute finance range Executives various held Financial has the Canada, by CFO Top 2008 Canada’s in as recognized Waterman, Mr. BACKGROUND • • • EDUCATION • • • • • • PREVIOUS • • • CURRENT elw hree rfsinlAccountants Professional Chartered Fellow, Accountant Professional Chartered University Queen’s BComm, Hon. Corporation Amoco with development business and accounting finance, in positions Various Ltd. Royalty PrairieSky Director, Inc. Holdings Fund Income Enbridge Director, Trust Commercial Enbridge Inc. Trustee, Energy Talisman CFO, and VP Ltd.) known Nutrien (now as Inc. Agrium CFO, and EVP Canada of Institute Executives Financial Board, Advisory Member, Limited Oil Irving Director, Corp. Resources Storm Prairie Director, z under ize rance’s r5, er tial of eodadpt owr r ihihe below. highlighted are forward path and record e erEd22 Metrics 2020 Year-End Key cash free generating on focused are We model. business “new” a to transition industry’s our of forefront flow the at been has Ovintiv Model E&P” “New The risks. while of investments, concentration our the in reducing commodity optionality and creates geographic and asset both diversity Our with of America. us North some provides of in base core basins the liquids-rich in best us the positions multi- which high-quality portfolio, our our from basin achieve benefit to We designed outcomes. and capital strategic Our disciplined highly business. driving our is of of allocation record part track every a in team- have efficiency innovation, We by discipline. powered and and work unique is culture Our energy. affordable and reliable safe, provide innovative to pioneer ways We education, opportunities. improved equality supports and turn healthcare in products which Our world, responsibility. the and fuel respect progress with drive lives to are improve products We and our America. producing North safely in to liquids condensate, committed gas oil, natural of and producers gas largest natural the of one is Ovintiv Possible Life Modern Make Sustainably We Approach Our Note: hog yl tblt eue etDoeCptlEfcec eiee Results Delivered Efficiency Capital Drove Debt Reduced Stability Cycle Through Ŧ togrtrsfo u netet n utial prtos h e lmnso h NwEP oe,ortrack our model, E&P” “New the of elements key The operations. sustainable and investments our from returns strong , o diinlifrainrgrignnGA esrs ee oShdl fti rx Statement. Proxy this of C Schedule to refer measures, non-GAAP regarding information additional For 00Fe ahFlow Cash Free 2020 hr osctv ero recs lwgnrto xlds~9 Mo n-iecssascae ihwr oc reduction force work with associated costs one-time of MM ~$90 excludes generation flow cash free of year consecutive Third e nrdet rc eodPt Forward Path Record Track Ingredients Key eeain( MM) ($ Generation ~$285 ieadScale and Size Through Stability Efficiencies Leading Industry Performance ESG Tier Top Shareholders to Cash of Return Discipline Capital Strong eue etb $0M ntescn afo 2020 of half second the in ~$500MM by debt Reduced BEd&~. c/ flgc a production gas legacy of Bcf/d ~1.5 ~540 & scale; MBOE/d of portfolio multi-basin Quality industry 4Q20; in break-evens costs leading well low record Achieved vented and flared gas sales reporting; 4Q20 sustainability <0.50% leading of year 16th 2018 share since and buybacks dividends through returned >$1.7B flow cash free of year consecutive third was 2020 etRdcinSne2Q20 Since Reduction Debt >$480 $MM) ($ 00Cpx($B) Capex 2020 MONTNEY $1.74 Ŧ Uinta agtaslt eto 45 n .xleverage 1.5x and $4.5B of debt absolute 2021; target year-end by target reduction debt $1.25B anan20Mbsdcueadcondensate 2022 and through crude Mbbls/d 200 Maintain 2019 vs. 2021 in gain efficiency capital 20% employees all tied for 2025; compensation by to reduction intensity methane 33% dividend sustainable cash; Maintain free generating on Focus PERMIAN Bakken ANADARKO vni n./ Inc. Ovintiv Eagle Ford Q0Cue&Condensate & Crude 4Q20 . 01POYSTATEMENT PROXY 2021 (Mbbls/d) 215 Š 19

CORPORATE GOVERNANCE 20 CORPORATE GOVERNANCE Š vni n./ Inc. Ovintiv eevdrglrudtsfo ujc atreprson experts matter real-time subject ensure from also updates Board to The regular actionable. meetings The received and understood and scheduled was CEO compliance. information The regularly legal Board. the and ensure held evolving the (“ELT”) to Team updates Leadership rapidly frequent to Executive provided Team monitored safe. 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Ovintiv Shareholders . 01POYSTATEMENT PROXY 2021 Š 21

CORPORATE GOVERNANCE 22 CORPORATE GOVERNANCE Š vni n./ Inc. 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Ovintiv 01POYSTATEMENT PROXY 2021 ad Š 23

CORPORATE GOVERNANCE 24 CORPORATE GOVERNANCE Š vni n./ Inc. Ovintiv opn’ praht S.TeCGCmitemntr mriggvrac sus oriae vni’ Board Ovintiv’s coordinates issues, improve governance to feedback emerging actionable delivers monitors the which of Committee assessment, blocks director building primary The CRG Board. annual the initiatives. the has company’s form strengthen results inclusion The the which Committee and and Board, conducts and HRC ESG. equity the and The of initiatives diversity, initiative behalf to and 2020. refreshment process on management late matters has business approach capital governance in Committee human overseeing overseeing announced EH&S company’s for including for The responsible target ESG, is ESG. of reduction responsible Committee of aspects intensity CRG be aspect social methane each the will new of of and company’s oversight oversight the and matters focus to environmental enhance related of to revised oversight were primary mandates committee 2020, In Responsibilities Committee Evolving (Chair) MAYSON J. HOWARD COMMITTEE RESERVES (Chair) RICKS G. THOMAS COMMITTEE COMPENSATION AND RESOURCES HUMAN oHCCmitemme sacreto omrofcro mlyeo vni rayo t usdais rhsa has or subsidiaries, its of any or Ovintiv transactions. person of related employee of disclosure or to officer relating rules former Internal SEC U.S. or Securities the the under current the of described a 162(m) under be must Section is 16b-3 that in member relationship Rule defined Committee as under director” HRC Director” “outside No an “Non-Employee as a and 1986. as Act”) of “Exchange qualifies Code (the Revenue members 1934 of Committee Act HRC Exchange our of Each 01POYSTATEMENT PROXY 2021 rc .Waterman G. Bruce Nance W. Steven Members: McKenzie A. Margaret Mclntire A. Lee Mayson J. Howard Gentle A. Meg Fowler J. Fred Members: n eore aa h eevsCmiteas eiw vni’ nulreserves annual disclosure. Ovintiv’s public reviews to evaluate reserves prior also to gas estimates Committee and resources Reserves retained oil and The our auditors data. and or resources procedures reporting and evaluators well reserves reserves as management’s evaluators, audit qualified and reserves independent qualified internal any our as oversees Committee Reserves The managing and guidelines, approval, ownership Board stock for compensation our annual responsible director under is and evaluates risk. Committee compensation-related recommending HRC and compliance reviews the and members, addition, Committee reporting In ELT reviewing plans, HRC goals. LTI for such for and the to compensation bonus relative annual program, and performance company’s goals compensation the of human for performance part the metrics the As of performance of inclusion. of oversight recommends and aspects equity design social strategic diversity, the providing the including and responsibilities, for compensation ESG executive responsible company’s including is matters, Committee resource HRC The naeeti or ciiis e ietr atcpt in participate timely directors ensure New and activities. New Board rapport, in directors. build engagement to orientation, existing members their Board for experienced facilitate with as education partnered orientation, are continuing directors director new as oversees well Committee CRG The Orientation Director and tool evaluation online proprietary Struggles’ Heidrick the completed with the director assist & Each to with retained assessment. was Board assist Struggles annual individually. & to Heidrick director 2020, engaged In each is for party and process. third assessment whole a a both Periodically, as for to feedback for Board assessment opportunities provides the identify assessment annual and This an strengths improvement. Board’s conducts the Committee review CRG The Process Assessment Board Board Effective an Maintain We How edakfo sesetAtosIfre yWa eLearned We What by Informed Actions • Assessment from Feedback • • • Third PartyEvaluation rae or diversity Board Broaden planning succession and management human capital for processes existing upon Build readiness digital and innovation Support ESG leader in industry an as Ovintiv Differentiate the ELT director andmemberof with eachindependent interviews conducted and one-on-one detailed questionnaire Evaluation includesa Committee Chair andCRG Overseen bytheBoard Feedback Analysis individual feedback Board Chairshares to thefullBoard Recommendations made action items findings andidentifies CRG Committeereviews ul pnapoe rc eodo fetv ucsinplanning, intentionally succession and to closely effective continue successors. working of will internal members with record Board Board the track independent levels, proven and with executive a risks and upon Board cybersecurity build the manage both leveraging to At in data company readiness. big the digital supporting support and to A.I. committed technology, is Board The with year. consultation the employee its through all proponent continued to proposal’s and the apply 2021, will with to in that proposal beginning practices target shareholder compensation and business reduction year’s emissions its last in methane attention to aligned a responded resulted further due TCFD, also which and company receive SASB process the would 2020, a In “G” committee, mandates. Board and committee to a changes “S” each ensure from to “E”, oversight level 2020, committee of early the In at element stewardship. governance ESG refined effective Board to the committed is undertaken Board search The Board director each racially in CRG Committee. in and the the female candidates by director Diversity policy, including diverse the to diverse ethnically Under a committed or of Board. to formally the adopted has Rule”) consideration to Committee “Rooney nomination and has a for identification as candidates and to the to referred positions aims promote candidates (commonly Board diverse key Policy the seeks Recruitment all actively and company process for The ongoing diversity. an enhance is refreshment Board Presentation omte his h E n xctv emadare committees. and its role Chair, and the team Board and Board the executive business of Ovintiv’s expectations the and of and overview with CEO an with meetings the provided introductory chairs, of committee series a discussions improvement. continuous was one-on-one support Board to actions constructive The identify the assessment to facilitate through Board. and gained to full final feedback director the process individual Struggles’ with used discussed Chair & and providing this presented Heidrick Following tool, Board. evaluation the process, online for time, feedback the “360-degree” confidential of first the candid use in the participated and also For ELT interviews the interviews. of member one-on-one each in participated improvements Identify process enhancements performance Identify potential directors development of for professional Identify opportunities vni n./ Inc. Ovintiv Follow-up improvement Implement actionsfor Capture keylearnings 01POYSTATEMENT PROXY 2021 Š 25

CORPORATE GOVERNANCE 26 CORPORATE GOVERNANCE Š vni n./ Inc. Ovintiv ietratnac tBadadcmitemeig o h ereddDcme 1 00i umrzdbelow summarized is 2020 31, December ended scheduled year the regularly for meetings to committee and addition Board at oil in briefing attendance regular Director and CEO, held the COVID-19 Board the with of 2020, directors sessions challenges early in All extraordinary volatility price the 97.8%. to committee was Due shareholders. Board of 27 2020 and meeting annual Board 2020 scheduled in and the at attended regularly attendance meetings meetings director committee five aggregate, special In held meetings. seven Ovintiv meetings, 2020, In Attendance Director emerging and current about knowledgeable are who individuals of Ovintiv: comprised education, director Board continuing ensure a To matters. by governance and served regulatory industry, best are Shareholders Education Continuing Director 3 r cniewsual oatn w eehncclsta eentrglryshdldmeetings. scheduled regularly not were that meetings. calls scheduled telephonic regularly two not attend were to that unable calls was telephonic McIntire two Mr. attend to unable was Dea Mr. (3) (2) 1 h ponmnso e eteadKteieMnadec okpaefloigtels eual ceue etn fteBadfr22 n,a r a as and, 2020 for Board the of meeting scheduled regularly last the following place took each Minyard Katherine and Gentle Meg of appointments The (1) rc .Waterman G. Bruce Suttles J. Douglas Shaw G. Brian Ricks G. Thomas Nimocks P. Suzanne Nance W. Steven McKenzie A. Margaret McIntire A. Lee Mayson J. Howard Fowler J. Fred Dea A. Peter Examples: Education Continuing 2020 Notes: ete s etenrM.Mnadaerfetdi h bv table. above the in reflected are Minyard Ms. nor Gentle Ms. neither eua nlssadpeettosfo h R omte’ needn opnaincnutn nkyexecutive duties. Board key on on counsel consultant external compensation from independent Presentation Committee’s HRC and the geopolitical matters. from compensation differentials, presentations basis and analysis outlooks, Regular price risks. commodity and considerations including environmental fundamentals, macro Committee. Public other market Audit the Canadian of National to largest presentation the the LLP Regular PricewaterhouseCoopers company’s Group, of (Canada), by the Eurasia provided Directors chamber Institute. was the Risk of Corporate training national Global update” International, one the of GAAP a and Executives “SEC/U.S. at Institute Directors, of Financial Corporate governance the Women CEO (U.S.), Deloitte, via of Board, Directors the conducted Accountability head Corporate with were the of dialogue seminars and Association and interactive association risks education an trade other Continuing held national and Board a geopolitical the of to health, shareholders. CEO session, related trade, the strategy risks business, market. commerce, to annual broader key the Due July’s and on sector business. At provided gas the and were oil of the updates both aspect affecting association key trade a Multi-industry on focus enhance to Board the postponed. was Ovintiv’s for visit field to visit 2020 the field relevant and COVID-19, analysis; annual issues and an pre-read emerging for Hosts meeting discuss each of to advance in meetings materials Board committee detailed Provides and Board to objectives; strategic experts and business matter associations; education subject director national Invites American North leading to subscriptions provides and Encourages 01POYSTATEMENT PROXY 2021 0o 12 of 10 12 of 10 2o 28o f1–2o f22 f25 of 25 24 of 24 2 of 2 25 of 1 25 of 1 19 of 27 19 of 26 – 2 of 2 3 – of 3 – – 23 of – 23 22 7 of of 27of27 22 7 2 – of – 2 3 3 of of 3 3 – 1 of 1 4 – of 4 5 – of 7of7 5 7 of 7 8 – of 4 8 of – 4 1 of 1 5 4 of of 5 4 8 of 8 12 of 2 12 of 2 1 – 8 of – 12of12–––––12of12 of – 1 7 12 of 12 12 of 12 12 – of 12 8of8 12 – of 12 12of12 12 of 12 12 of 12 or ui R HSHCRsre Total Reserves HRC EH&S CRG Audit Board (3) (2) f44o f2–2 f22 of 20 – 17 of 15 1 of 1 2 of 2 – 4 of 4 4 2 of of 4 2 – 2 of 2 – hnta a o osbe n ietrual oattend to unable CEO. but director the needed. from any session update as possible, personal information a not to received every was then later attend that and when were to from discussions sessions strived weekly bi-weekly Directors These held to mid-year. were shifted through briefings March These early meetings. Board (1) . esult, etrn ice,hse us pae vn on event COVID-19. bridge speaker by cross-functional help presented limitations to an networking and guest service the sponsored networking and diverse a virtual inclusion, organization-wide held building hosted and an group unconscious-bias circles, Leveraging this supports inclusion. mentoring broader 2020, – of inclusive one company In to a LINK and group from evolved diversity the which diverse gender-focused called Knowledge, and more Networking addition, Inclusion, organization a In create employee-led for can workplace. recommendations Ovintiv develops group how This and pipeline technical positions. field, talent in trade and diversity employee including address challenges, diversity and working explore cross-functional a to hosts group team resources human advance Our will employee time. that over future blocks industry our our building we strengthen of the students, other and to diversity school contribute the and and high foster pool STEM and can and we organization provide high By believe junior the team. that to our of programs of opportunities diversity levels in the all increase participating to at work diversity intentionally value selected We are company to Diversity the Moore across Rachel from individuals and two Approximately eight President Services. - 2020, Corporate development roles to Vice-President, Executive In leadership key McCracken and candidate. to Brendan promoted potential were candidates capabilities each executive internal robust of competencies, a leadership the opportunities on assesses together that experience, work effort planning ELT succession and Board The Planning Succession Management Capital company Human about more of leaders learn the to insights to tomorrow. provides and culture members and company’s operations of Board the initiati cross-section allows for to corporate a contributed identified have significant who with been or meetings, program development Board have held leadership with who frequently conjunction employees personnel In are key basis. and receptions informal ELT an the with on regularly interact scheduled Directors regularly each at Management session with Engagement executive during management of presence the without meeting. meet Board directors independent The Sessions Executive e.Ti nomlinteraction informal This ves. xlrto Company. Exploration r oe,ec ieyrcgie o hi professional their for CEO recognized the contributions. industry to widely and reporting Minyard, accomplishments each officers Katherine executive executive women, the six and are At our women. of Gentle are half and, nominees Meg level, women director been our of of have addition three members 2003, Board Since the our leadership. with of female two of least history at long a has each Ovintiv in director including Committee. candidates the to diverse by undertaken ethnically committed search diverse policy, or director formally the racially Under has and of Board. female Committee the CRG to Policy consideration the the nomination Recruitment promote for to Board and candidates Rule”) “Rooney in a Diversity identification as to to a referred led and process of (commonly this best 2020, adoption development In monitors inclusion. the relating and employee actively equity developments diversity, governance to Board corporate other and The practices and programs. mentoring unconscious training professional minority planning, other succession facilitates bias targeted and company through women the groups for LINK, opportunities to development addition In have McCracken, Mr. and Moore Ms. program. this including in members participants through participated Four ELT, Committee. by HRC our of coached stewarded the are of by after overseen years progress and and the ELT in the and The mentor program the through opportunities. executive service, on-the-job the an development organizational utilizing party assigned development third a leadership of services in-depth for annually Newfield of integration successful the with the February only in to the at held COVID-19, integral was held to 2020 team in related are reception complications in-person to meetings Due committee tours. and O Board vNormally, i n t i v ’ so f f i c e sa n dd i r e c t o r sp a r t i c i p a t ei na n n u a lf i e l d vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 27

CORPORATE GOVERNANCE 28 CORPORATE GOVERNANCE Š vni n./ Inc. Ovintiv ylw h or a o avdayapc fteCd odt,adOitvhsnvrbe eurdt aeapbi filing public a make to required been never required has as disclosed Ovintiv promptly and and date, Board to the Code by the approved of be aspect Code. must any the director from waived or departure not officer a has an regarding Board to The respect in law. Code by the of waiver Any report to how its conduct details compliance, business to Code regulatory and ethical The apply legal regarding contractors. and that expectations and and “Code”) policies employees outlines a (the officers, governance Conduct directors, of make corporate Code Business then other a has will Ovintiv Committee Conduct of to Code CRG Business resignation her or The director his a “for” tender Board. than must if she “against” election, or the of he such number then greater any votes, a In receives uncontested directors. in nominee voting of majority for elections provide bylaws Ovintiv’s Voting Majority Standards and Policies Diversity Leadership Our • • Hotline Integrity Our DIVERSITY OFGENDERS novn conig nenlacutn oto,adtn,o te iaca reuaiisaerpre oteAudit the to reported Concerns are investigations. irregularities compliance financial Board. and full other the activities to reported or Hotline directly are auditing, on investigations or control, Committee items material accounting CRG All an Committee. internal the by received accounting, to follow-up. are for involving reports reports Team Hotline Compliance regularly violations. and Ethics Code Management Ovintiv’s potential to of directed reporting and party anonymous third facilitates external Hotline Integrity 24-7 Our DIRECTOR AGE 6 65-74 YEARS 55-64 YEARS 45-54 YEARS 73% 01POYSTATEMENT PROXY 2021 Directors Board Of 2 3 27% AVERAGE 62 YEARS Executive Officers Reporting toCEO 50% DIRECTOR GENDER 83 50% MALE FEMALE nulyrcmi oteCd n t eae policies. issues related compliance organization. key the its of and levels and all Code at provided the Code are must on the employees training prohibits to Frequent All expressly recommit reporting. and annually “good-faith” wrongdoing for actual retaliation or suspected director matter. A in the on results. participate deliberations cannot committee election considered or Board being the is of resignation 90 whose certification within recommendation after Committee’s which CRG Board, days the the on to act resignation will such to as recommendation FEMALE 27% high school and university levels. high schoolanduniversity through educationinitiativesatthejunior, candidates We encourageafutureuniverseofdiverse and compensationprograms. internal staffing,succession,development review genderequitydatarelatedto opportunities We facilitateprofessionaldevelopment 5.9 YEARS seeking toenterourindustry AVERAGE for femaleemployeesand DIRECTOR TENURE 3 >10 YEARS 5-10 YEARS <5 YEARS 4 4 soitdwt or ebrhpwt prospective with membership commitments Board directors. Board incumbent time and the candidates with and of which Chair expectations on the associated boards However, discusses company serve. regularly public may other directors of limits our other express number impose of the not directors does on also Board are The nominees companies. public director our the of Several and any Interlocks the and addition, Memberships involved Board of In Other CFO. evaluation directly company’s the the employees Committee is of CRG things, recommendation by Person Transaction the other company Person transaction the among Related When to Related company. considers, fair the a such and to reasonable whether fair that and of determining reasonable is 404 determines Related Transaction CRG the a through ratify Item acting In or Committee, Board, into Transaction”). the enter under when Person Transaction only Person will “Related defined company a the general, (each, as S-K related Regulation transactions reviewing for place in person procedures written has Ovintiv Transactions Person Related of prohibits: • respect also policy in related The regulators stock. and and common Ovintiv insiders exchanges stock company a to of Reporting establishes obligations restrictions obligations trading trading, Insider the reporting outlines are insider and and and period, prohibits contractors Trading blackout policy regular and Securities This our employees Policy. to officers, subject directors, Our Policy Reporting Insider and Trading Securities including: standards, anonymous national and for international integrity, by guided provides is safety, rights human policy to of commitment Our Ovintiv’s values trust. ourselves— foundational conduct and our fundamental and respect operate by the we is rights way guided human recognizes the for in respect Policy Our embodied rights. human Rights of importance Human Our Policy Rights Human at website our on available is Code The ucaigfnnilisrmnst eg rofe a offset or hedge to value; in instruments decrease financial purchasing nuly mlye omlycmi oflo h oe cnwegn hi nesadn fadcmlac ihits with 2020. compliance in and Code of the understanding to their recommitted acknowledging employees Code, of the 100% follow policies. to key commit formally employees Annually, Commitment Annual l plcbefdrl tt n rvnillw n regulations and laws provincial and state federal, applicable All Enterprises Multi-national for Guidelines Work Development at Economic Rights for and Organization Principles Fundamental of right Declaration human Organization’s a Labor is International water to access that recognition UN’s The Rights Human of Declaration Universal Rights UN Human and Business on Principles Guiding UN www.ovintiv.com . fiseeuieofcr evn nOitvsBado HRC or or Board directors Ovintiv’s an on of 2020. serving has during more officers Ovintiv’s board Committee or one executive that had of the its that company of entity None on any a of no Board. committee served compensation of and Ovintiv’s officers issuer, board on executive reporting same the serving other the on interlocking executive any on sits on of sit policy nominee directors nominees formal of director a board two have No not directorships. does Board The under Transactions S-K. Regulation Person of Related are 404 Item reportable the no for are Transactions made. to are There Committee arrangements fairness such to Person and Audit changes as reasonableness or the company Related for to annually common reviewed Ongoing submitted outstanding company’s be approval. the must of more of stock percent Person owner beneficial Related five a any or than and officer CEO CEO the executive the involving Transaction by an pre-approved involving be must Transaction Person Related • • • • may that offenses remedies. serious legal our other and be or of penalties to violation termination, investigated in hosted any result standards are consider party rights We third issues human necessary. a as Reported through addressed Hotline. and concerns Integrity of reporting aea iewe hyaentpritdt trade. to permitted not are they when in time a result at might sale that a arrangements brokerage into guidelines; entering ownership share our involving to and transactions subject securities monetization any equity option”; into “put a entering buying sale”); or for “short option” a paid “call in fully a (engaging selling not own to have right own, no not have or do they securities selling vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 29

CORPORATE GOVERNANCE 30 CORPORATE GOVERNANCE Š vni n./ Inc. Ovintiv ietrRU rne ne h em fteOnbsIcniePa r urnl ete nshares. in settled currently are Plan Incentive Omnibus the of terms the under granted RSUs Director below. shown amounts the in grants RSU Director received directors 2020, In Compensation Director of Elements and based cash. below. or equity shown Units 75% amounts Share is the Deferred compensation in in Director compensation taken Ovintiv. annual director. be shareholder received a from may Directors with as perquisites 25% capacity alignment remaining other his the enhance or in election, and Ovintiv benefits, director’s practices from the compensation, compensation at market performance-based no current receive receives reflect Suttles not Mr. to do designed directors Independent is interests. program compensation director Our Program Compensation Director Our opnainEeetWihigDescription Weighting Name Element Compensation Retainer Annual lyo .Woitas H. Clayton McKenzie A. Margaret Fowler J. Fred Waterman G. Bruce Shaw G. Brian Ricks G. Thomas Nimocks P. Suzanne Nance W. Steven McIntire A. Lee Mayson J. Howard 2 eevdatpu rn f1,0 nt ae ntefv-a WPo hrso h opn nteNS meitl ro oteAgs ,22 rn da grant 2020 6, August the to prior immediately NYSE the on company the of shares of VWAP five-day the on based units 11,200 of grant top-up a Received (2) 1 ietrRU eegatdbsdo h iedyvlewihe vrg rc “WP)o hrso h opn nteNS meitl ro oth to prior immediately NYSE the on company the of shares of (“VWAP”) price average value-weighted five-day the on based granted were RSUs Director (1) e .Gentle A. Meg Pla DSU (“Director Inc. Dea Ovintiv A. of Peter Directors for Plan Unit Share Deferred the under DSUs or cash either as settled be can election, director’s the At (1) DSUs or Cash Ovintiv of Directors for Plan Unit under Inc. Share RSUs”) Restricted (“Director Units the Share Restricted Director Chairs committee Other Chair Committee HRC Chair Committee Audit Member Board Board the of Chair 3 eevdaportdana rn ae ntefv-a WPo hrso h opn nteNS meitl ro oteDcme 6 00gatdat grant 2020 16, December the to prior immediately NYSE the on company the of shares of VWAP five-day the on based grant annual pro-rated a Received (3) Notes: eray2,22 rn ae(S1.8.KteieMnadwsapitdt h or nMrh22 n,acrigy eevdn ietrcompensat director no received accordingly, and, 2021 March in Board the to appointed was Minyard Katherine (US$12.68). date 2020. grant 2020 28, February (US$11.05). (US$15.09). (2) 01POYSTATEMENT PROXY 2021 (3) 25% 75% (1) • • • • • r-ae o eid fprilservice partial of periods for installments Pro-rated quarterly in granted or Paid Omnibus Plan the Incentive under settled equity 2021, date Commencing Board grant the the from from retirement years or three of earlier the Settled annually Granted 00Drco S Grants RSU Director 2020 n”). $400,000 $225,000 $20,000 $10,000 $15,000 23,660 13,900 25,100 14,492 13,309 13,309 13,309 13,309 13,309 13,309 14,196 o in ion 487 (1) te e e rc eido n ert etr opine e ietr aefv er ome h wesi agt l four of All target. ownership the meet to years five have permit directors we New decline, price compliance. share restore a guidelines. to to ownership due the year solely exceed non-compliance one or into meet of falls directors director period a grace If annually. a evaluated is compliance Guideline an with RSUs annual director’s Director of the times or shares three least DSUs purchase at hold of independent to value or aggregate required shareholders, stock Each is Ovintiv. common in with director stake ownership independent an alignment maintain must directors ensure To the stock. Guidelines common Ownership by Share Ovintiv Director DSUs of share of a value number of with value the taxes, market withholding multiplying current applicable are by DSUs less Redeemed determined cash, Board. the in from redeemed paid retires be holder cannot the they until immediately, vest DSUs Although Plan DSU Director table. following the in summarized is 2020, 31, December ended year the for directors of compensation Annual Table Compensation Director 2020 Name oga .Suttles J. Douglas Shaw G. Brian Ricks G. Thomas Nimocks P. Suzanne Nance W. Steven 5 r ute eevsn opnaini i aaiya ietr e Cmesto icsinadAayi”bgnigo ae3 o informati for 37 page on beginning Analysis” and Discussion “Compensation See director. a as cash. 2020 capacity of for lieu his rate in in exchange DSUs compensation average in no the fees receives US$0.745, of Suttles = portion Mr. C$1.00 a or of all rate receive exchange to using (5) Elected dollars U.S. to converted dollars (4) Canadian in paid originally coverage. Amounts insurance life company-provided of cost Represents (3) (2) 1 esere nld nulBadadCmiterties ahrn iyr a pone oteBadi ac 01ad codnl,rcie n received accordingly, and, 2021 March in Board the to appointed was Minyard Katherine retainers. Committee and Board annual include earned Fees (1) lyo .Woitas H. Clayton McKenzie A. Margaret Fowler J. Fred Waterman G. Bruce Dea A. Peter e .McIntire A. Lee Mayson J. Howard Gentle A. Meg ru na bouedla au ai eas hyaeamlil fttlcmesto ahrta ipybs cash base simply than rather compensation total of Peer multiple Compensation a our are among they requirements because ownership basis for quartile value top dollar the absolute retainer. in an are on guidelines Group ownership share director Our Notes: 00eeuiecompensation. executive 2020 Canada. of Bank the by published rate buying daily 2020. in compensation (4) (4) (4) (5) (4) (4) esEarned Fees 5,0 0,0 00012350,182 182 50,000 300,000 350,000 4,0 8,5 12035245,365 365 61,250 183,750 245,000 2,0 6,5 62035225,365 365 225,365 365 56,250 56,250 168,750 168,750 225,000 225,000 2,0 6,5 62035225,365 365 225,258 258 56,250 56,250 168,750 168,750 225,000 225,000 3,0 7,5 87035235,365 365 58,750 176,250 235,000 3,0 8,0 90835239,373 365 59,008 180,000 239,008 7,4 0,0 86035379,005 365 78,640 300,000 378,640 2,8 6,5 82535227,350 365 58,235 168,750 226,985 2,7 6,5 92735228,342 365 59,227 168,750 227,977 ,8 ,3 ,4 9,782 – 2,445 7,337 9,782 (1) $ 5 hr ae wrs()2%Cs/S ($) Cash/DSU 25% ($) Awards Based Share 75% ($) ––––– omnsokhl ietyo eeiilytruha through beneficially guidelines. or the towards count directly all of RSUs and Shares held DSUs, Board. nominee, the stock joining the director common by the of retainer) anniversary chair fifth committee (excluding compensation a whenever year are stock. the DSUs common Directors of of shares Ovintiv’s Board. dividend-equivalent 15 on paid the December is dividend with from to prior departure credited stages, so their in or do following once at they all DSUs provided redeem may directors Retiring vni n./ Inc. Ovintiv Compensation 01POYSTATEMENT PROXY 2021 l Other All (2)(3) no r Suttles’ Mr. on on $ oa ($) Total ($) ae nthe on based , director o Š 31

CORPORATE GOVERNANCE 32 CORPORATE GOVERNANCE Š vni n./ Inc. Ovintiv n netetpwraeexercisable are power of as all investment power group, voting noted, a otherwise as Unless the and and officers 2021. 50, 28, executive page February on named and Table NEO Compensation each directors Summary director, each the the by in to securities respect with of information ownership provides table following The Directors and Officers of Ownership Securities Ownership Securities aeo eeiilOwner Beneficial of Name 1 h mut e ot nti ounrpeet nrseto ahapial ietradofcr h u f a h ubro hrso vni co Ovintiv of shares of number the (a) of: sum the officer, and director applicable 2021. each 28, of February respect of in as stock represent, common column Ovintiv this of in shares forth outstanding set and issued amounts of The 1% than Less (1) * group a as officers executive and Directors All Zemljak Renee Waterman G. Bruce Suttles J. Douglas Shaw G. Brian Ricks G. Thomas Nimocks P. Suzanne Nance W. Steven McKenzie A. Margaret McIntire A. Lee McCracken M. Brendan Mayson J. Howard Givens D. Greg Gentle A. Meg Fowler J. Fred Dea A. Peter Code D. Corey 4 h ubro hrso vni omnsokta ol ercie yulse xctv fiesJan .Cx(5,4)adRce .Moe(125, Moore M. Rachel and (151,146) Cox L. Joanne officers executive unlisted t by this received in included be are would (21,269) that Moore stock M. common Rachel Ovintiv and of (40,361) shares Cox of L. number Joanne The officers executive unlisted by owned (4) beneficially stock common of Shares (3) 2 h mut e ot nti ounrpeet nrseto ahapial ietradofcr h ubro hrso vni omnsoktha stock common Ovintiv of shares of number the officer, and director applicable each of respect in represent, column this in forth set amounts The (2) iyr a pone oteBadi ac 01adi o elce nteaoetable. wi above associated the stock in common reflected not Ovintiv is of and deter shares 2021 as the March stock, in 2021, common Board 27, the Ovintiv optio April to of stock appointed before shares and was or in Minyard PSUs Act. on or RSUs, Exchange O vest cash the The of not under in level. 13d-3 will shares settled target Rule awards be of the under such may owned” of price Because Plan “beneficially 200% closing not Incentive discretion. to are Omnibus sole how the up awards stock the level, its table, equal common target to in may at Ovintiv this pursuant Committee valued performance of officers of are HRC actual shares and PSUs the purposes of on calculation, directors price based the this listed closing deliverable of for the purposes the stock to on, the and common direct granted For officers, based Ovintiv such officers. and of each and 2021, directors shares directors by 27, U.S.-based Canada-based of held for for April number applicable, (C$29.35) (US$23.07) as after 2021 2021 options, 26, date 26, February stock February vesting on and on TSX a PSUs NYSE RSUs, with the the on Plan of stock Incentive stock-settlement common Omnibus the upon the officer to or pursuant director applicable each by received ..bsddrcosadofcr,adtecoigpieo hrso vni omnsoko h S nFbur 6 01($93)frCnd-ae d Canada-based for (C$29.35) 2021 (US$2 26, 2021 February 26, on February TSX on NYSE the the on co on stock Ovintiv stock exe common of common are Ovintiv shares Ovintiv that of of of officer shares number shares or of the of director price (b) such price closing by and closing the held officers. 2021; the table, options and 28, this and stock February of “in-the-money” officers, purposes of of and the exercise as directors for the power U.S.-based on, upon investment based officer or 2021, or voting 27, director shared April such before or by sole received be had would officer that or stock director such which of respect icmtne ecie nfont 2 bv r nlddi hsttl ahrn iyr a pone oteBadi ac 01adi o reflect not is and 2021 March in Board the to appointed was Minyard Katherine total. this in included are above table. above (2) footnote in described circumstances 01POYSTATEMENT PROXY 2021 eeiilyOwned Beneficially grgt Number Aggregate tc Options Stock fSae and Shares of 1,280,021 01 l ftecmaysdrcosadofcr etor meet officers and directors guidelines. ownership company’s stock 28, respective the February their of exceed of As person. all stock such common by 2021, of security shares as no pledged and were person, named the by solely 0,2 ,3,0 ,3,2 * 2,038,425 1,430,503 607,922 0,4 8671534* 175,314 68,667 106,647 0,3 7252446* 234,436 27,205 207,231 62022392869* 248,629 212,339 36,290 25427533007* 320,057 277,503 42,554 65827032361* 253,641 217,053 36,588 0303,7 300* * 43,070 32,770 69,113 10,300 45,729 23,384 37821182496* 264,916 211,158 53,758 6492,4 349* 43,469 * 27,040 16,429 94,084 83,689 10,395 5545,8 605* 66,025 50,481 15,544 0813,5 761* 57,621 36,750 20,871 8565,5 239* 72,379 53,853 18,526 1914,0 035* 60,355 48,404 11,951 ,8 ,8 * 7,886 7,886 — (1) (3) Ss Ss and PSUs, RSUs, tc Options Stock 3,107,236 (2) (4) oa Ownership Total ,8,5 1.7% 4,387,257 usadn hrsof Shares Outstanding omnStock Common ecnaeof Percentage mnsokin stock mmon vrteactual the ever tl Katherine otal. csbeo or on rcisable ro officer or or 6)i the in 060) ol be would t ie by mined di the in ed .7 for 3.07) irectors hsuch th mmon nthe on vintiv ns h al eo rvdstenme fOitvsae fcmo tc edb esn nw yu ob h beneficial the be to us 2021. by 28, February known of persons as by stock, common held of stock shares outstanding common and of issued shares our of Ovintiv percent of five than number more the of provides owners below table The Shareholders Principal directors individual the by directed or controlled, held, indirectly or directly 2020. RSUs 31, Director December and of DSUs as shows End table Year following Fiscal The at Directors by Held Awards Equity Outstanding aeadAddress and Name Director 3 r ute eevsn opnaini i aaiya ietr e Cmesto icsinadAayi”bgnigo ae3 o informati for 37 page on beginning Analysis” and Discussion “Compensation See director. a as capacity his in compensation no receives Suttles Mr. (3) 2 Mre rPyu au”rpeet h au fvse Ssntpi u rdsrbtdadi eemndb utpyn h ubro Sshl ye by held RSUs of number the multiplying by determined is and distributed or out paid not RSUs vested of value the represents Value” Payout or “Market (2) 1 Mre rPyu au”rpeet h au fvse Ssntpi u rdsrbtdadi eemndb utpyn h ubro Sshl ye by held DSUs of number the multiplying by determined is and distributed or out paid not DSUs vested of value the represents Value” Payout or “Market (1) 3 nomto ae pnaShdl 3 iigo eray2 01 ne vni’ rfl vial twww.sec.gov. at available profile Ovintiv’s under www.sec.gov. 2021, at 2, available February profile on Ovintiv’s filing www.sec.gov. under 13G at 2021, Schedule available 8, a profile February upon Ovintiv’s on based under filing Information 2021, 13G 11, Schedule February a on upon filing based 13G/A Information (3) Schedule a upon based Information (2) (1) Cox & Dodge 1 Suttles J. Douglas Shaw G. Brian Ricks G. Thomas Nimocks P. Suzanne Nance W. Steven McIntire A. Lee Mayson J. Howard Gentle A. Meg Dea A. Peter h agadGroup Vanguard The 2 McKenzie A. Margaret Fowler J. Fred Waterman G. Bruce lcRc,Inc. BlackRock, 3 Notes: 5 aionaSre,40 Street, California 555 0 agadBuead avr,P 19355 PA Malvern, Boulevard, Vanguard 100 5Es 52 East 55 00eeuiecompensation. executive 2020 ietra fDcme 1 00b h lsn rc fsae fcmo tc nteNS nDcme 1 00(US$14.36). 2020 31, December on NYSE the on stock common of shares of price closing the by 2020 31, December of as director ovre oUS olr sn necag aeo $.0=U$.4 aeaeecag aefr22) ahrn iyr a pone oteBadin Board the be to have appointed amounts was dollar Minyard Canadian Katherine (C$18.29). 2020). 2020 for 31, December rate year-end. exchange on fiscal (average TSX at US$0.745 the RSUs on = Director stock C$1.00 or DSUs common of no of rate held shares exchange and of an 2021 price using closing dollars the U.S. by to 2020 converted 31, December of as director nd tet e ok Y10055 NY York, New Street, (3) th lo,SnFacso A94104 CA Francisco, San Floor, mutadNtr of Nature and Amount eeiilOwnership Beneficial 894(5095 35,107($504,137) ($530,925) 38,964 007(2350 420($347,656) 24,210 ($273,570) 20,077 965(5976 474($354,893) 24,714 ($539,796) 39,615 370(3381 266($325,915) 22,696 ($323,891) 23,770 712(3027 266($325,915) 22,696 ($370,247) 27,172 vni n./ Inc. Ovintiv 907(2917 266($325,915) 22,696 ($259,127) 19,017 ,8 $299 266($325,915) 22,696 ($82,969) 6,089 ,5 $2,1)2,0 ($340,404) 23,705 ($120,618) 8,852 akto Payout or Market 454909.43% 24,514,940 2818712.6% 32,851,897 034187.8% 20,334,118 Ss()and (#) DSUs Value 01POYSTATEMENT PROXY 2021 ecnaeo Outstanding of Percentage (1) 932($277,320) 19,312 – ($277,320) 19,312 – ($6,993) 487 – –– hrso omnStock Common of Shares ietrRU # and (#) RSUs Director akto Payout or Market no r Suttles’ Mr. on on Value March ach ach (2) en Š 33

CORPORATE GOVERNANCE 34 CORPORATE GOVERNANCE Š vni n./ Inc. Ovintiv n h vrg S forPUPromnePe ru a ecie npg 7o hsPoySaeet rmDcme 31, December from Statement) Proxy this Index of Equity 47 U.S. page XOP on the described 400, (as S&P Group 500, 2020. Peer S&P 31, Performance the December PSU to to our TSR 2017 of company’s TSR the average compares the above and chart Performance” TSR “Relative The 31, December from Statement) Proxy this Index of Equity 47 U.S. page XOP on the described 400, (as S&P Group 500, 2020. Peer S&P 31, Performance the December PSU to to our TSR 2019 of company’s TSR the average compares the above and chart Performance” TSR “Relative The has Ovintiv performance five-year years. and several one- the the last underperformed both the have in over sector outperformed market energy the broader strategy and ingredients long-term key Ovintiv sector. its the E&P the of in 2020, all creation value contains for in to and reaction unchanged forces in remains plans market short-term its broader altered Ovintiv Although Performance Return Shareholder Total 01POYSTATEMENT PROXY 2021 $140 $100 $160 $140 $100 $120 $120 $60 $80 $60 $80 $40 $40 $20 $20 $0 $0 2019 0721 2020 2018 2017 3 YEARCUMULATIVETOTALSHAREHOLDERRETURN(NYSE) 1 YEARCUMULATIVETOTALSHAREHOLDERRETURN(NYSE) (US$100 InvestedinBasePeriod) (US$100 InvestedinBasePeriod) 2019 omte otnet ioosyts n eiethe refine HRC and to the return. link shareholder their test drive and and that metrics program rigorously Board proven compensation our The to of assets components our performance. continue of business believe quality Committee not the our do reflects we valuation or however current equity, our in our that disappointed of remain performance the We the in peers period. and performance Index three-year XOP the underperformed and periods 2020 65% OVINTIV 68% PSU PEERGROUPEQUALWTAVG 114% S&P 400 118% S&P 500 23% OVINTIV 40% PSU PEERGROUPEQUALWTAVG 127% S&P 400 149% S&P 500 64% XOP USEQUITY 41% XOP USEQUITY h vrg S forPUPromnePe ru a ecie npg 7o hsPoySaeet rmDcme 31, December from Statement) Proxy and this Index of Equity 47 U.S. page XOP on 400, described S&P (as 500, 2020. Group S&P 31, Peer the December Performance to to PSU TSR 2015 our company’s of the TSR compares average above the chart Performance” TSR “Relative The $300 $250 $200 $150 $100 $50 $0 0521 082020 2018 2017 2015 5 YEARCUMULATIVETOTALSHAREHOLDERRETURN(NYSE) 2016 (US$100 InvestedinBasePeriod) 2019 55% PSU PEERGROUPEQUALWTAVG 62% OVINTIV 179% S&P 400 203% S&P 500 52% XOP USEQUITY vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 35

CORPORATE GOVERNANCE 36 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv htrcmedto a enaotdb vni n,acrigy hrhlesaebigakdt oeo h following the on vote to asked being annually. are votes shareholders say-on-pay accordingly, hold to and, basis Ovintiv advisory by non-binding, adopted a resolution: on been advisory voted has shareholders recommendation meeting, annual That 2018 company’s the At ob prvd h dioyrslto ntecmesto fteNO eurstespoto aoiyo oe atat cast votes of majority a of support the requires NEOs the of compensation the on resolution Meeting. advisory the the approved, an be To executive develop our Board to of Approval The diligently compensation for performance. Required the worked compensation Vote sustainable aligns has in effectively encourages Committee and shareholders. and practices our balanced HRC talent of is best interests top the long-term compensation the and retains executive advisors, with to officers and Cook, key approach attracts and FW Ovintiv’s that believes shareholders consultant, program our compensation independent executive with its consultation with of together Through account into advice vote advisory the the takes feedback, governance. Board the shareholder compensation, executive to other approach Ovintiv’s considering When 2. Item fiesa icoe nti rx ttmn usatt h opnaindslsr ue fteUS euiisand Securities U.S. the the and of Table rules Compensation disclosure Summary compensation the the Analysis, to and pursuant Discussion disclosure.” and Statement Compensation tables related Proxy the other including this Commission, in Exchange disclosed as officers “RESOLVED, basis. advisory non-binding, a on NEOs Ovintiv’s of compensation RECOMMENDATION the VOTING BOARD approve to proposal a on voting are You ON? VOTING YOU ARE WHAT h or eomnsyuvote you recommends Board The 01POYSTATEMENT PROXY 2021 htOitvssaeodr prv,o navsr ai,tecmesto fOitvsnmdexecutive named Ovintiv’s of compensation the basis, advisory an on approve, shareholders Ovintiv’s that dioyVt oApoeCmesto fNmdEeuieOfficers Executive Named of Compensation Approve to Vote Advisory FOR hsproposal. this hsC& ecie u opnainpatcsadtecmesto wre rpi oec forNO uigtelast the during following: NEOs the of our consisted of NEOs each company’s to the paid 2020, 31, or December awarded ended compensation year the the and For year. practices fiscal compensation completed our describes CD&A This Officers Executive Named ANALYSIS AND DISCUSSION COMPENSATION • • • • (“CD&A”): Analysis and Discussion Compensation This he xctv fie rsdn xctv Vice-President, Executive President Officer Executive Chief ai Hill David McAllister Mike Zemljak Renee Years) Five (Past Experience Business Givens Greg Since NEO Age Code Corey Title McCracken Brendan Suttles Doug Name OUTLINES EXPLAINS DESCRIBES IDENTIFIES OGSTLSBEDNMCAKNRNEZMJKCRYCD RGGIVENS GREG CODE COREY ZEMLJAK RENEE McCRACKEN BRENDAN SUTTLES DOUG h or a vrenthe overseen has Board The hrhles ossetwt htojcie h R omte a eeoe opnainpormthat program compensation a developed has Committee HRC the objective, that delivers with Consistent shareholders. ahcmoeto vni’ xctv opnainporm and program; compensation executive Ovintiv’s of component each 00promneadcmesto elzdb h opn’ Esbsdo htperformance. that on based NEOs company’s the by realized compensation and performance 2020 h opn’ ae xctv fiesfr2020; for officers executive named company’s the vni’ opnainkypicpe n praht opnaingovernance; compensation to approach and principles key compensation Ovintiv’s opnaincmesrt ihsot n ogtr performance long-term and short- with commensurate compensation omrPeiet6 02M.MAlse a pone rsdn ftecmayi 09adsre in served and 2019 in company the of President appointed was Exploration McAllister Mr. & Land President, Vice- Executive Former 2012 62 President Former Fundamentals & Marketing Midstream, President, Vice- Executive 2020. in company the of Officer Operating President Chief & President appointed Vice- Executive was McCracken Mr. Officer Financial of 2020 summary Chief & complete President a for 45 Vice- Statement Executive Proxy this of 17 page to refer Please 2013 President 60 Officer Executive Chief taei evolution strategic 921 r ilwsapitdEeuieVc-rsdn,Ln xlrto fthe of Exploration & Land Vice-President, Executive appointed was Hill Mr. 2014 59 & Marketing Midstream, Vice-President, Executive appointed was Zemljak Ms. 2014 of 56 Officer Operating Chief & Vice-President Executive appointed was Givens Mr. 2020 of Officer Financial Chief & 47 Vice-President Executive appointed was Code Mr. 2019 47 isra,Mreig& Marketing Midstream, Fundamentals edrhprls nldn i rvospsto sVc-rsdn,NtrlGas Natural of Vice-President, variety as a assumed company position Operations. and the previous Economy 2002 from his in company departure including the his roles, joined until leadership Hill role Mr. 2020. this 30, in June served on and 2013 Chief in & company Vice-President Executive the 2013. of his in with company to roles role the Prior leadership of the of Officer 2020. Operating variety 30, assuming a June in including on served company company, McAllister Mr. the President, from as departure role his until roles, role this leadership of Ovintiv’s 2002. in variety of Marketing USA a one of Vice-President joined assumed as position Zemljak and previous her Ms. 2000 including 2009. in in companies company predecessor the gas of and company, Fundamentals oil the public (a joining Energy to EP of 2017. Prior to Ford 2012 Operations. Eagle from company) Vice-President Vice-President Texas was as of 2018 Givens recent in Mr. Manager company the including General joined Givens and Mr. roles, 2019. in leadership company the of and 2018 variety in Strategy 2017. a and in Relations Relations Investor Vice-President, assumed Investor companies Vice-President, predecessor as and Ovintiv’s of appointments one 1999 joined Code Mr. in 2019. in company as the appointments 2019 2017. recent in in Operations Canadian Affairs including and of External Manager 1997 General roles, & & in Vice-President Development leadership and companies Corporate of predecessor Vice-President, variety Ovintiv’s Executive of a one assumed joined McCracken Mr. years. five past the during experience business Suttles’ Mr. fOitv ihave to view a with Ovintiv, of xctv iePeiet& Vice-President Executive he iaca Officer Financial Chief rvn ogtr au creation value long-term driving gis e taei goals strategic key against vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 prtn Officer Operating rsdn Chief & President xctv Vice- Executive o our for Š 37

EXECUTIVE COMPENSATION 38 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv on ikmanagement risk Sound pay Market-competitive performance for Pay e rnil plcto oEeuieCompensation Executive to Application shareholders with Alignment Principle Key Principles Key Compensation Changes Program Compensation 2021 and 2020 ogTr netv Changes Incentive Long-Term h R omte prvdtefloigcagst u opnainpormt teghnteainetof practices alignment pay of the review strengthen consultant’s a Changes compensation Bonus to are industries. Annual Board’s of changes program the range These reflect broad compensation expectations. a and and in our shareholders programs experience with to and shareholder engagement changes Board and of performance following result company the with compensation approved executive Committee HRC The de ohteSP40adXPidcst u S efrac erGop esrn u performance our measuring Group, Peer Performance 2021. PSU in our starting peers, to E&P equal of indices in group XOP larger annually a vest and and grants industry 400 general measures RSU the S&P financial New against the strategic introduced. on both been 50% 50% and has Added and RSUs RSUs period. TSR of of three-year form Relative a vesting the over on annual in thirds 50% are practice, based NEOs market are to Following payouts granted PSUs TSR awards LTI PSUs. Relative of of of 2016). 50% (adopted form irrespective SARs. the applied or in is when options are cap 100% stock at This of capped issuance negative. now Ceased is is period awards PSU performance for the component for performance. (“TSR”) TSR Return Shareholder three-year 2020. Total Ovintiv’s in Relative 15% the by of NEOs Payout to granted LTIs of value target the Reduced 2021. in starting +/-10% to to difficult 20% more +/- payouts from Modifier target Cash Scorecard above Free EH&S and Reduced Reduction, target make Debt which include approved, which been Scorecard, have obtain. curves Company payout 2021 2021 the Costs. Rigorous Total in in and executive beginning prioritized Efficiency employees reduce Capital are all Flow, to for metrics compensation financial discretion to for Key exercised tied account Scorecard to Board Company and the the performance in 2020, individual included Modifier. 2021. in NEO’s be Scorecard will each EH&S paid metric reflect and bonus Emissions Score to Company the down, the target. or For on below up compensation based dislocations. score, are industry that payouts bonus adjust major NEO may annual Board of The 100% 2020, of As 01PUmtiswl nld euno netdCptlmeasure. Capital Invested on Return a include will metrics PSU 2021 01POYSTATEMENT PROXY 2021 erc r ioosystt i okydlvrbe lge ihtecmaysana and annual company’s the with aligned deliverables critical key to to tie tied objectives to long-term shareholders awards set our rigorously for LTI are value performance-based sustainable Metrics long-term, risk, achieve to at needed goals of performance largely consists Compensation ecnutana ikassmnso u xctv opnainporm n reflect and independent programs an compensation executive retains our and practices of best assessments directors governance risk independent annual conduct of our We up against made measured is Statement) consultant compensation Proxy Committee performance strategic this of HRC target and 46 page The on bonus median defined direction (as annual around strategic Group Peer our the designed Compensation of delivery for is the with targets align Compensation that rigorous program PSU establishes our of Committee measures portion Scorecard key Company HRC other our and in The for financial contained operational, and compensation Board of direct the execution total results by by TSR approved of determined and 80% is operational and bonus financial, Ovintiv’s Annual CEO to our tied is for NEOs compensation other direct our total of 90% ogtr a eesaedtrie ae ncmaiost aeul eetdgopo nutypes u compensation Our peers. industry and of short- group target selected and carefully salary a Base to performance. comparisons with below. on summarized pay based is determined aligns program are and levels market-competitive pay is long-term Ovintiv at compensation Executive Program Compensation Executive Our of Components agtvleo E T’ eerdcdb 5 omnig2020. commencing 15% by reduced were LTI’s NEO of value Target trisk At Fixed pg 44) (page Incentives Long-Term 43) (page Bonus Annual 41) (page Salary Base lmn omo wr eidPormComponents Program Period Award of Form Element nt (“PSUs”) Units Share Performance (“RSUs”) Units Share Restricted (“DSUs”) Units Share Deferred into 50% or 25% defer to option an with Cash, year One Cash hog h etn date. vesting the through employment continued to subject generally years, three after vest” “Cliff thirds. equal in annually vest grants 2020, in Beginning year One • • • • • • • • • • • • • • including: factors multiple applying by Determined ete nstock in settled currently are Plan Incentive Omnibus company’s the under granted target PSUs of 200% of payout Maximum measures of financial achievement strategic as key well as 47), page on (described Group Peer Performance PSU our to relative TSR performance our by determined value Realized Performance-based stock in settled currently are Plan Incentive Omnibus company’s the under granted RSUs price performance stock on based value Realized retention Promotes on Score 100% Company based are NEOs, our ELT, including our to payouts bonus Annual Proxy this Statement) of 42 page on (described goals and metrics approved Board- to relative performance measures Scorecard Company Performance-based of Statement) 46 Proxy page this on defined (as Group Peer Compensation our from data Market Performance Experience responsibilities of Scope vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 39

EXECUTIVE COMPENSATION 40 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv AT RISK in factor one just is compensation performance the price of design stock intended short-term, the the reflects in compensation our return realized by key The shareholder other reflected and executives. into as results our operational program. translate strong, our of Because been always compensation shareholders. has for determining not performance of company long-term Statement. do short Proxy superior including the fallen this deliver factors compensation, has of of to performance total 42 is TSR performance page target objective While on Ovintiv’s of operational below. noted 58% graph objectives and business the aggregate, key financial in in our illustrated overall been, against as performance has payouts, the LTI compensation expectations, and realized awards our his bonus 2013, annual in salary, base joined CEO our Since Compensation Realized CEO 90% 01POYSTATEMENT PROXY 2021 77% CEO AVG NEO AVG CEO BASE SALARY 10% 13% $40 $60 $90 (millions) $80 $50 $30 $20 $70 $10 $0 ANNUAL BONUS 2013 AT RISK 80% 2014 E EOTDPYV ELZDPAY REALIZED VS PAY REPORTED CEO vni agtOvintivActual Ovintiv Target $87MM 2015 LTI 2013-2020 65% 2016 2017 20% 15% 2018 $50MM 58% 2019 compensation and In 2020, was target totalcompensation(onaverage) “at risk” 2020 90% . ofourCEO’stargettotal 80% ofourotherNEOs’ h olwn erc eeslce n22 o u opn crcr.Teemtisainwt h e opnnso our of components key the shareholders. with for align returns financial metrics strong These of Scorecard. blocks Company building our the for as serve 2020 and in plan selected strategic were metrics following The Performance and Metrics Scorecard Company Statement). Proxy unforeseen this reflect to of +25%), to 42 -25% page of range on a (described (within 20%. down scorecard than or The more rigorous up no bonuses. of both annual own range year. discretion, the predetermined for its in its a occurred percentage Company exercise within that against the performance payout can circumstances in EH&S a Board baseline out measured for NEOs, set the the down metrics For is Additionally, or the provides level. up against performance job Score percentage performance by this Ovintiv’s Company EH&S varies on adjust The performance based then year individual can Score”). the versus Board of “Company performance motivate end company (the the to to at stress Scorecard designed tied employ calculated is we bonus is metric, score bonus annual each payouts. company annual the for and of ranges performance The between and portion performance year. alignment targets on The the appropriate the based is setting for award there In cash objectives that metrics. a ensure performance individual earn to business and to tests key opportunity our metrics an pursue company provides to which of employees plan, combination bonus a annual our against in participate employees All Bonus Annual his to tied NEO. increase February each salary for Committee’s positioning salary base compensation HRC base total year-end a the an 2020 to received the as tied at shows McCracken such increases below year Peer factors salary Mr. table for base every The Compensation 2020, account received our reviewed In to also from adjustments Givens are expertise. with market. and data and and the median, Code market within level market Messrs. Statement) using the President. experience Proxy account as determined role, into this appointment are in taking of NEOs set time are 46 continuing individual’s levels other page salary the on Base meeting. and defined CEO (as the Group for salaries Base Salary Base Program Compensation 2020 3 aia fiinyi eie scptlivse e arlo i qiaetprdy(BEd. o diinlifrainrgrignon-GAAP regarding information additional For (“BOE/d”.) day per cos equivalent incentive oil long-term capitalized of and barrel settled per cash excluding invested expenditures, capital capital as of excess defined in is flow environment. cash Efficiency macro non-GAAP Capital the as given defined priorities is in Flow changes Cash reflect Free (3) to annually updated targets Performance (2) (1) 2020). for rate exchange (average US$0.745 = C$1.00 of rate exchange an using dollars U.S. to converted been have dollars Canadian in paid Amounts (1) 4 oa ot sdfnda h umto fusra rnprainadpoesn xes,usra prtn xes,amnsrtv expense administrative expense, operating upstream expense, processing and transportation upstream of summation the as defined is Costs Total (4) Notes: Production Total Costs Total Efficiency Capital Flow Cash Free Metric Scorecard Position Note: Zemljak Renee Givens Greg McCracken Brendan Code Corey Suttles Doug NEO einn n22,NOana oue r ae 0%o h acltdana ou wr n ple Board applied and award bonus annual calculated the on 100% based any. are if bonuses discretion, annual NEO 2020, in Beginning E Bonuses NEO nietcss xldn h mato ogtr netv ot,rsrcuigcssadcretepce rdtlosses. credit expected current and costs restructuring costs, incentive long-term of impact the excluding costs, indirect Statement. Proxy this of C Schedule Target Annual Bonus (4) (2) (1) (3) xctv iePeiet&CifOeaigOfcr$475,000 $ 335,250 $ 490,000 $ Fundamentals & Marketing Midstream, Vice-President, Executive Officer Operating Chief & Vice-President Executive President Officer Financial Chief & Vice-President Executive Officer Executive Chief Company Score • • • • Goals Key civ oa i 5 rdcino 3 Mbbls/d 231 of production C5+ & Oil total Achieve billion $2.53 of costs total Achieve $16,800/BOE/d of efficiency capital million Achieve $335 of flow cash free Achieve EH&S Scorecard (+20%/-20%) Annual Bonus Award vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Subject toBoard (+25%/-25%) discretion esrs ee to refer measures, ts. aeSalary Base n capitalized and 447,000 $ $1,100,000 (1) Š 41

EXECUTIVE COMPENSATION 42 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv HSSoeadMtisadPerformance and Metrics Scorecard EH&S Oil &C5+Production Full Year Total Costs Capital Efficiency Free CashFlow 2020. February in approved as Scorecard to Company year Scorecard. the Company the they reflect the that below of to shown determined course adjustments ranges Committee no the maximum HRC made and the during and target review, plan targets threshold, its bonus The these Following annual set. evaluated the industry originally for also and as measures Committee objectives appropriate companies of HRC the the met remained the peer results still 2020, to they efficiency, of whether comparison operational determine circumstances and unusual sensitivities, the implications pricing Given statement geographical payout financial maximum and corporate and target benchmark and threshold, trends. included funding appropriate the analysis, Considerations determine scenario to goal. scenarios each multiple tested for rigorously Committee HRC Our Scorecard Metric HSMti Formula Metric EH&S nietFrequency Incident Vehicle Motor Frequency Event Safety Process (“TRIF”) Frequency Injury Recordable Total pl Frequency Spill Reportable Total 3 oa ot xldsrsrcuigcssadln-emincentives. long-term and costs restructuring excludes costs. Costs restructuring Total 2020. in February $90MM in includes approved Flow and Cash Budget Free (3) 2020 on based targets Scorecard (2) (1) EH&S ScorecardModifier Total CalculatedCompanyScore Notes: ($MM) 01POYSTATEMENT PROXY 2021 ($MM) 3 ($/boe/d) (Mbbls/d) 2 oo eil niet 1,000,000 X Incidents Vehicle Motor Weighting rcs aeyEet 200,000 X Events Safety Process eodbeIjre 200,000 X Injuries Recordable eotbeSil 200,000 X Spills Reportable 20% 30% 25% 25% oa xouehours exposure Total oa xouehours exposure Total hours exposure Total oa ie driven miles Total hehl Target Threshold 0% 2 238 2,377 435 2,528 225 335 2,680 18,200 234 00CMAYSCORECARD COMPANY 2020 HSScorecard EH&S Results 2019 0.02 0.16 0.21 0.31 16,800 100% 231 ≤ ≤ Target 2020 ≤ ≤ .20.01 0.02 0.19 0.20 .00.30 0.30 .60.00 0.16 1 eut Comments Results 2020 etterprigciei e by set criteria jurisdiction. reporting applicable the in regulators the that spills as meet defined are spills Reportable le eilst rmt aedriving. all safe promote in to vehicles systems fleet monitoring utilizes of Ovintiv release the facilities prevent materials. construction, hazardous to of processes maintenance design, and and appropriate operation focuses on by Program Safety driven Process Ovintiv’s 2013, Rules.” since Saving “Life core 63% Ovintiv’s down TRIF Maximum 15,200 200% Results 2,296 204 15,500 193 Score 95 12.5% 0 50 45 0 h nulbnspyet oorCOadohrNO o 00aesonbelow. shown are 2020 for NEOs other and CEO our to payments bonus annual The Result Bonus Annual 2020 target of 100% to down adjusted only was score adjusted the was whom major score for the or Bonus NEO, Givens, events each Annual year. Mr. For the unforeseen Calculated to 2020. of in -20% the material in performance exception of safety industry decrease are exceptional range overall the to deliver the the a there with help discretion to to within to if target, impact scores leadership subject exercised the his +25% NEO of Modifier Board reflecting given individual Scorecard to 95% NEO the adjust EH&S each to -25% can year for the Board down of This 107% and the from performance. range Score addition, down individual Company In a Award year. the reflect within the of to during result product +20% industry the that the is adjust in NEOs dislocations to to discretion paid bonus Board’s actual total The Discretion Board 3 o ahNO h opn cr a dutddw o9%o agtwt h xeto fM.Gvn,frwo h cr a nyajse ont 0%of 100% to down adjusted only was score the whom for Givens, Mr. of exception the with 2020). target for of rate 95% exchange (average to US$0.745 down = adjusted C$1.00 was of rate Score exchange Company an the using NEO, dollars each U.S. to For converted been have amounts dollar Canadian (3) (2) 1 nulbnstresa ecnaeo aaywr nhne n22 o ess ute,Cd n iesadfrM.Zmjk r crce receiv McCracken Mr. Zemljak. Ms. for and Givens and Code Suttles, Messrs. for 2020 in unchanged were salary of percentage a as targets bonus Annual (1) ee Zemljak Renee Givens Greg McCracken Brendan Code Corey Suttles Doug Notes: instance. h or a xrie t iceintretmsi h atsxyas dutn E bonuses NEO adjusting years, six last the in times three discretion its exercised has Board The agtrlcighslaesi ohl eie xetoa aeypromnei h year. the in performance safety exceptional deliver help to leadership his relecting target President. as appointment his to tied increase percentage s fBadDiscretion Board of Use eaepodt noneta 00wsOitvssvnhcneuiesfs eree.A euto this of exceptional result both a reflecting As 2020, ever. in year challenges 12.5% the safest to by consecutive adaptation organizations’ up seventh the and adjusted Ovintiv’s ever, addition, year In was was safest pandemic. year. consecutive the have Score each 2020 seventh of we targets the years, Company challenging that achieve several more to past the announce performance progressively the performance set In performance, to have the Scorecard. we exceeded proud quantitative EH&S response, and our In metrics are of peers. EH&S core industry outperformed we the our performance, at of safety year’s is most Strong prior operate. of and environment. the we across Ovintiv work where on locations at safe communities improved our value a the continuously on in foundational maintain contractors confidence a and builds and create is and providers we Safety business service that well-run employees, ensure a to 10,000 reflects obligation as also an many performance have as We have America. we North day, given any On VALUE FOUNDATIONAL A SAFETY: Company Score Calculated 95% EH&S Scorecard Modifier +12.5% agtMaximum Target ou agt( of (% Target Bonus 0 0 6,2 8,6 250,251 281,861 263,422 200 100 2 5 ,7,0 ,7,5 1,306,250 1,471,250 1,375,000 250 125 01033003700325,850 367,010 343,000 140 70 51033163789353,176 234,515 377,899 264,138 353,176 246,858 150 150 75 75 aeSalary) Base (1) Calculated Annual Bonus Award 107% Bonus Target ($) (2) ae nCmayScore Company on based vni n./ Inc. Ovintiv Discretion reducedNEO Exercise ofBoard Bonus Scoreto ndutdBonus Unadjusted 95% 01POYSTATEMENT PROXY 2021 DOWN ($) neach in oa Actual Total datarget a ed Bonus ($) (3) Š 43

EXECUTIVE COMPENSATION 44 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv eal fLIaad rne oteNO n22 r hw eo.Teraie au fte22 T wrswl be will awards LTI 2020 the of value realized The below. shown are performance. 2020 price stock in and company NEOs on the based vesting to of time granted the at awards determined LTI of Details 2020 in Granted Awards LTI the in 25 were the are 50% PSUs above and period. is RSUs met. performance performance of are the price milestones form over strategic stock vehicles: the price if company’s in LTI stock and Group the were company’s two Peer NEOs if the employed Performance company’s on earned PSU program the the solely only risk, compensation to to based is relative 2020 retention granted is compensation company’s awards RSUs performance, and LTI from the individual performance-based, Compensation of Statement, primarily reviews PSUs. 50% HRC Proxy of 2020, are Committee the this form In of by HRC which PSUs. these 39 approval and the awards, of page following RSUs awards, payout These on annually, LTI and described executives. granted creation of As are our value competitiveness. value awards market for long-term target overall LTI and and compensation performance. the equity strategy internal price target setting our stock of In of Ovintiv’s Committee. portion delivery with incentivize largest correlates to awards the designed up are performance-based, make awards LTI Awards Incentive Long-Term 4 r ilcae osrea xctv iePeiet ad&Epoaino ue3,2020. 30, June 2020 on for Exploration rate & exchange Land (average Vice-President, US$0.745 Executive = as C$1.00 2020. serve of 30, to rate June ceased exchange on Hill an President Mr. using as dollars serve U.S. to to ceased converted McAllister been Mr. (4) have dollars Canadian in awarded Amounts (3) (2) 1 culpyuswl ag rm0t 0 ecn fteuisgatdpu enetddvdnsbsdo eaieTR(0)adSrtgcMilestones Strategic and (50%) TSR Relative on based dividends reinvested plus granted units the of percent 200 to 0 from range will payouts Actual (1) Notes: Hill David McAllister Mike Zemljak Renee Givens Greg McCracken Brendan Code Corey Suttles Doug 4. 3. 2. 2020: in effect 1. took awards LTI to changes following The hne o22 T Awards LTI 2020 to Changes h he-erpromnepro nigDcme 1 2022. 31, December ending period performance three-year the h opn olne rnsSR rsokotos l eirlaes nldn Es r rne LTIs granted are NEOs, including leaders, senior All if options. 100% thirds. equal of stock in maximum annually, or a vest will at SARs RSUs RSUs. capped 50% grants be and will PSUs longer payout 50% performance. of TSR TSR, no consisting Relative Relative of company on irrespective period, based The performance granted the PSUs over negative the is of 15%. TSR portion by absolute 2020 50% in the NEOs For to granted LTIs of value target Reduced (4) 01POYSTATEMENT PROXY 2021 (3) fUnits of # 0,8 ,0,5 0,8 1,303,758 102,280 1,303,758 102,280 3,7 ,5,0 3,7 4,250,006 335,174 4,250,006 335,174 38558734,3 558,763 43,835 558,763 43,835 91970095,4 750,009 750,009 59,149 59,149 750,009 750,009 59,149 59,149 91970095,4 750,009 59,149 750,009 59,149 21667535,3 667,543 52,136 667,543 52,136 SsPSUs RSUs agtValue Target $ fUnits of # ($) (2) agtValue Target th percentile 5% over (50%) ). (1)(2) ($) Cash FlowperShareGrowth 2018 Metric umrzstepyu ags h eut civd n aot o h 08PUaad ae nRltv S n Strategic and 2020. TSR 31, table Relative December following on ending The based and meeting. awards 2018 2021 PSU 1, February 2018 January its the beginning at for period Committee payouts three-year HRC and the the achieved, over by performance results assessed Milestones the was ranges, awards payout PSU the 2018 summarizes of payout and Vesting Settlement PSU 2018 returns. key shareholder below. two out Milestones into set translate Strategic against are to metric, the performance each continue for metrics retain company rationale these and to as absolute weighting elected the 2020, with and in Committee together granted awards, TSR HRC PSU awards The 2020 Relative PSU for for Milestones”). metrics are awards performance (“Strategic The awards PSU plan 2019 PSU to strategic applied 2020 our for of components metrics performance The PSUs 2020 Net Debt/AdjustedEBITDA Balance SheetStrength Cash FlowperShare($/share) Relative TSR 3 o diinlifrainrgrignnGA esrs ee oShdl fti rx Statement. Proxy this prices. of payout. commodity C 200% lower Schedule a significantly to in of refer results impact measures, maximum the non-GAAP the and regarding above 2020, information or in additional at particularly For performance investment, while capital payout, reduced 0% for a account in Results (3) results threshold the below Performance (2) (1) Statement. Proxy this of C Schedule to refer measures non-GAAP regarding information additional For (1) Total UnitsEarned Notes: Metric for Rationale Note: Strength Sheet Balance Growth Share per Flow Cash Measurement Weighting TSR Relative Metric PSU 2020 h 08PU eestlda tc rc f$28 essagatpieo 5.5rsligi a in resulting $54.35 of price grant a versus $22.81 of price stock a at settled value. were target PSUs 2018 The culv.Tre Payout Target vs. Actual (3) (2) 0 he-erTRrltv oour to relative TSR Three-year 50% 5 ahfo e hr rwhW eiv h est raigln-emvleinclude value long-term creating to EBITDA keys adjusted the to believe debt We Net 25% growth share per flow Cash 25% egtn PerformancePayoutScale Weighting 25% 25% 50% a ecie npg 7o this Statement) of Proxy 47 page on described (as Group Peer Performance PSU 0% 0% 0% $0.18/share Threshold Threshold 2 5 P75 P50 P25 3.7x (1) (1) 0-9 0%19 150%-200% 100%-149% 50%-99% (1) %9%100%-200% 1%-99% 1%-99% rligopruiis n civn utie,mliya otreductions cost multi-year high-return sustained, in achieving investing and liquids, opportunities, increase drilling to mix product the rebalancing 47) page on PSU described the (as to Group compared Peer as Performance performance price stock company’s The uiest uce hog l tgso h omdt cycle commodity the of our stages enables all and through flexibility succeed with to us business provides sheet balance strong A $1.36/share Target Target 2.9x 100%-200% vni n./ Inc. Ovintiv $2.69/share Maximum Maximum 2.1x 01POYSTATEMENT PROXY 2021 aoto 33% of payout (1) (1) Earned 78.4% 27.50% 18.75% 32.15% Units of Š 45

EXECUTIVE COMPENSATION 46 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv bv rblwtemda ae nvrosfcos nldn iei oe utie efrac vrtm,raiesfor readiness time, over (or performance median sustained the role, in around time executives including counterparts. our market factors, external for the various to which relative compensation the on in experience For target based country and peers. the set median annual skill U.S. and the promotion, set role our below the only we on or using competitive, based year above conducted Group, each is remain Peer ELT assessment To Compensation the this 50 the of based. CEO, from members our data is other For country-specific and executive Group. use CEO we Peer the NEOs, for Compensation other compensation the of from competitiveness data market using assesses Committee HRC The compensation the to applied be and effect take will Group Peer 2021. Performance in Compensation beginning the program to modifications following The changes any make not did follows: and as annually are Group Group Peer Peer Compensation Compensation the the in to companies changes The considers 2020. and in reviews Committee HRC The (the Ovintiv as geography Compensation and the selecting size, In similar Group”). of Peer focus peers “Compensation industry American North for For industry of market Canada. group compete compensation and a competitive we States our as define United producer, we the reason, energy both this in American talent North executive a As Group Peer Compensation 2020 Groups Peer Compensation diin Deletions Corporation Energy TC Inc. Enbridge Corporation Oil Tourmaline Ltd. Energy Generations Inc. Seven Energy, Diamondback Ltd Oil Imperial Inc. Energy Husky Inc. Additions Energy Suncor Ltd. Resources Natural Canadian Corporation Enerplus Corp. Company Energy Energy Point Southwestern Inc. Crescent Energy Cenovus Company Resources Natural Inc. Pioneer Energy Inc. Noble Ltd. Resources Resources EOG ARC Corporation Energy Devon Inc. Resources Continental Corporation Hess Corporation Oil Corporation Inc. Marathon Oil Resources Murphy Concho Corporation Energy Chesapeake Corporation Gas & Oil Cabot Corporation EQT Corporation Apache Corporation Resources Antero peer competitive as Identified operations of scope and Nature comparability operational and Financial Criteria Evaluation Group: Peer Compensation th ecnie feeuie ihcmaal oe ihnorCmesto erGop agtcmesto a eset be may compensation Target Group. Peer Compensation our within roles comparable with executives of percentile) 01POYSTATEMENT PROXY 2021 ..PesCnda Peers Canadian Peers U.S. • • • • • • • opttrfrivsmn capital investment for competitor talent executive for competitor plays American North similar in operate operations American North primarily mix product production assets total uk nryInc. Energy Husky Inc. Resources Concho Inc. Energy Noble the meet in Group changes Peer to Compensation linked All our criteria: include periods. following of similarly measurement to similar members careful during is prices is commodity performance as Committee companies, production-focused their HRC and exploration the relevant Group, Peer aqie yCernCorporation) Chevron by (acquired aqie yCnvsEeg Inc.) Energy Cenovus by (acquired aqie yConocoPhillips) by (acquired • • • • • ert Ovintiv to a peer as externally or internally identified production and exploration upstream revenues capitalization market value enterprise h olwn al ulnsteeeuiecmesto governa compensation executive the outlines table following The Governance Compensation program compensation the to applied be and effect take will Group Peer Performance 2021. PSU in the beginning to modifications following The 2020: in made grants PSU to apply to Group Peer Performance PSU following the approved Committee HRC The to opposed as capital, criteria: following investment the The on for awards. based primarily PSU Group our Peer compete Performance of we PSU purposes our for which approves performance and with TSR selects Relative companies Committee our HRC includes The assess talent. to Group executive group Peer peer Performance different a PSU uses Committee HRC The Group Peer Performance PSU 2020 RCIE EFLO RCIE EPROHIBIT WE PRACTICES Deletions FOLLOW WE PRACTICES Inc. Energy Vermilion Corporation Resources Corporation Range Oil (XOP) Corporation Murphy ETF Oil Production Marathon & Exploration Gas & Company Oil Resources S&P Natural SPDR Pioneer Index 400 S&P Inc. Energy Noble Additions Corporation Hess Inc. Corporation Resources Enerplus EOG Corporation Energy Point Crescent Corporation Energy Devon Company Energy Cimarex Inc. Resources Concho Inc. Corporation Resources Energy Continental Chesapeake Ltd. Resources Natural Canadian Corporation Gas & Oil Cabot Corporation Energy Baytex Corporation Apache Corporation Resources Antero Group Peer Performance PSU • • • eeosucnetoa resources unconventional Develops interests condensate and oil Material of 2.0x and Ovintiv) 0.5x (between capitalization market Comparable moeeeuiecmesto claw-back compensation guidelines executive ownership stock robust and requirements Impose grants LTI provisions all vesting for accelerated trigger” “double in Maintain change a cash upon for executives our provisions control to vesting payable trigger” severance and “double awards Maintain bonus price annual to executive stock grants directly PSU for or payouts tied peers Cap industry performance are of group a that price to relative payouts performance stock with absolute LTIs Grant that management of consultant behalf on services compensation no provides independent and whose an knowledge Retain Committee skills, necessary HRC the experience independent have members an Maintain c etpatcsta eflo n h iflsta eavoid. we that pitfalls the and follow we that practices best nce • • • ol nryInc. Energy Noble Inc. Resources Concho Corporation Energy Chesapeake Corp. Energy Baytex prtsi iia ly nNrhAmerica North in plays similar in Operates production and exploration upstream in Engages America North in Headquartered ohdigadsotsligo vni tc by stock Ovintiv of short-selling employees and and in officers directors, granted hedging awards No LTI of onward vesting and 2018 trigger” guaranteed “single No or packages executive severance any for including compensation excessive compensation, taxes No for account executive to awards, incentive of or perquisites gross-up No LTI of cancellations or grants exchanges, option re-pricing, No aqie yCernCorporation) Chevron by (acquired aqie yConocoPhillips) by (acquired vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 47

EXECUTIVE COMPENSATION 48 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv sgvna diinltoya eidt ettenew salary. base the of meet multiple to a as period calculated two-year are additional Targets target a ownership an target. receives stock given who increased individual an is being achieve in An of resulting positions. years must promotion five their within to vice-presidents levels appointed ownership and stock minimum executives Ovintiv’s Guidelines Ownership Stock Executive other benefit for employee $1,000,363.63 and Management and program Risk services, Compensation compensation for compensation-related our for $219,554 regarding pension $92,250.50 data received Canadian received management. market our Watson Cook to competitive to provided Towers provide actuary FW services Willis to as 2020, 2020, including time In services, to In programs. pension-related time Chair. provide from to Committee and Watson plans, HRC Towers executive Willis the on engages expertise to Management objective provide directly to reports consultant services. compensation Cook compensation-related independent executive its FW as matters. Cook FW compensation retains Committee HRC The Advisors Compensation Independent ee Zemljak Renee Givens Greg McCracken Brendan Code Corey Suttles Doug 01POYSTATEMENT PROXY 2021 iiae hog u oprt oennepatcs hc nld outsokonrhpgieie,an of guidelines, stock—all ownership and awards executives. stock our equity limited robust to of granted or hedging include compensation single regarding incentive-based which to prohibitions any is apply and practices, on risk which Policy, Compensation-related reliance governance Clawback compensation. eliminating corporate Compensation incentive and Incentive our executive rewards determine through diversifying to by mitigated measures risk performance reduce of features number these believe We pay executive Ovintiv’s include: likely Committee’s management risk reasonably HRC compensation value.” incorporates not its program the or our was business recognized how by its of 2020, “it Ovintiv, examples conducted, on April Specific concluded impact in often adverse and material conducted a and assessment, have practices requiring will risk reviewed, programs governance and recent are strong most our decision-making The assessments Ovintiv’s into compensation consultant. risk of directly compensation element compensation independent principles key annual management a decision-making Our risk as structured incorporating assessments. risk risk a by program to considering compensation using designed risk-taking annual is actively risk risk undue compensation design, compensation-related to or program approach mitigate structured inadvertent Committee’s Committee HRC discourage The HRC safeguards. program the and process and Board The DECISION STRUCTURED A USE COMMITTEE HRC AND BOARD THE plcto foricniepormcnitnl cosOitv oalepoes nldn u executives, our including employees, all so Ovintiv, objectives. same across the consistently and pursuing program grants; are incentive PSU our our in of caps) application (or maximums grants; payout LTI and annual vesting our of in imposition vehicles Scorecard; of Company mix Board-approved balanced our a in of metrics use performance operational and financial balanced, of use - AIGPOEST IIAECMESTO EAE RISK RELATED COMPENSATION MITIGATE TO PROCESS MAKING eurmn n culsokonrhpa fFbur 28, February of as ownership ownership stock stock 2021. NEO’s actual each and illustrates requirement table following beneficial holdings. The DSU (including (iii) stock and common holdings; RSU of (ii) value shares ownership); aggregate owned the on (i) based of: calculated is ownership Stock Mlil fBs Salary) Base of (Multiple wesi Requirement Ownership ie 56times 15.6 times 5 ie . times 7.1 times 6.6 times 6.3 times 6.7 times 3 times 3 times 3 times 3 urn Ownership Current aeSalary) Base Mlil of (Multiple eut nacrac ihIe 0()o euainS-K, Regulation of 402(u) Item with As in accordance $146,489. in was benefits) result, other calculated a retirement and LTI to allowance of annual contributions value 2020 plan, company (which fair bonus, date S-K grant annual Regulation target for awards, salary, of base 402(c)(x) 2020 employee’s compensation includes Item median with Our total accordance was Statement. Proxy compensation annual this Table target indebtedness Compensation in Summary total any the included in annual been, reflected as not 2020 $11,183,487 has Suttles’ there understandings executive Mr. or 2020, or nominees) 1, director arrangements the Ratio January similar (including Pay directors other since CEO former or and or current credit not, our associates. of of respective is their any letters of there to agreements, any subsidiaries or Statement, its support officers or Proxy guarantees, Ovintiv this by, any provided of or by, date outstanding the at As Officers Executive and Directors of Indebtedness • • • if: applies Policy Clawback Compensation Incentive Our Policy Clawback Compensation Incentive netoa icnut rfadta ihrcue or caused either of negligence, that amount fraud gross incorrect or in the misconduct, engaged intentional received been compensation who have incentive executive would an that restatement the amount and restatement; which the the under to received years former exceeds or of financial pertains current respect a any in by executive received with compensation incentive non-compliance laws; securities applicable material under restatement requirement reporting accounting to an prepare due to required is Ovintiv xhnert uig22)t ovr Canadian convert to 2020) comparison. of purposes average during for (the dollars U.S. US$0.745 a into rate compensation = used C$1.00 the We the total of 2020. for exchange for 31, rate 2020, December compensation exchange 31, annual of December foreign cash as to 2020 population our total 2020 1, employee of 2020 determined January from was Suttles’ actual that period employee on times median Mr. based The 76 employee. approximately that median was estimate compensation we the as executive the against the action necessary. for outstanding deem amount; other may compensate Board compensation initiate any to incentive (iv) unrecovered executive from and any the of compensation to value incentive owing amounts value any the incentive cancel unpaid or of any withhold to immediately executive (iii) the compensation; of Ovintiv right immediately reimburse (ii) any paid; immediately terminate previously to compensation to: incentive executive authorized any the is Board require the (i) exist, circumstances such Where infcnl otiue otemtra non-compliance restatement. material the the in resulting to contributed significantly vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 49

EXECUTIVE COMPENSATION 50 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv h al eo hw h opnainpi raaddt aho u Esi h attreyas diinlinformation Additional Statement. years. Proxy three this last of 40 the page in on NEOs included our is of Suttles, Doug each CEO, to company’s awarded the or of paid compensation realized compensation the the regarding shows below table The Table Compensation Summary Tables Compensation Executive 2 o 00 09ad21 S n S rns rn aefi au scluae ymliligtenme fgatduisb h WPo hrso comm of shares of VWAP the by units granted of number the multiplying by calculated is value fair date grant grants, PSU and RSU 2018 and 2019 2020, For (2) 1 l mut r rsne nUS olr.Aonspi raaddi aaindlashv encnetdt ..dlasuiga xhnert (f rate exchange an using dollars U.S. to converted been have dollars Canadian in awarded or paid Amounts dollars. U.S. in presented are amounts All (1) 3 tc prcainrgt “As)adsokotoscae ob rne ytecmayi 00 tc pin rne ro o22 xieatrs after expire 2020 to prior granted options Stock 2020. in company the by granted be to ceased options stock and (“SARs”) rights appreciation Stock (3) ai Hill David Notes: McAllister Mike Zemljak Renee Givens Greg McCracken Brendan Code Corey Suttles Year Doug Position Principal and Name Exploration & Land President, Vice- Executive Former President Former Fundamentals & Marketing Midstream, President, Vice- Executive Officer Operating Chief & President Vice- Executive President Officer Financial Chief & President Vice- Executive Officer Executive Chief bv)o $.0=U$.4 aeaeecag aefr22)frya-vrya comparability. year-over-year for 2020) for rate exchange (average US$0.745 = C$1.00 of above) tc,o h ietaigdy meitl ro oteFbur 8 00gatdt C1.1o S1.8,Mrh8 09gatdt C4.0o US$35. or GAAP. (C$47.70 U.S. date by required grant as 2019 basis, 8, value fair March a US$12.68), on or for (C$17.11 accounted are date expenses grant compensation 2020 RSU and 28, PSU February US$54.35). the or (C$68.80 to date prior grant immediately 2018 26, days February trading five the on stock, o 09ad21 aainsokoto rnsadUS A rns rn aefi au sdtrie nacrac ihAC78Cmesto Stock – Compensation 718 ASC with accordance in determined is value fair ves date each through grant employment grants, continued assumptions: SAR following to the U.S. subject using generally applied and date, model, grants Black-Scholes grant a option the using of by stock 718”) anniversaries Canadian (“ASC three Compensation 2018 first the and on 2019 40%) For 30%, (30%, incrementally vest and supinOto rnsSRGat pinGat A Grants SAR Grants Option Grants SAR Grants Option Assumption lc-coe Value Black-Scholes Rate Free Risk Yield Dividend Volatility Term Expected (7) 01POYSTATEMENT PROXY 2021 (5) 00250015009—1815—145023,328,156 1,485,012 — 2,433,084 332,027 118,125 117,215 2,412,436 — — — 88,339 2,001,208 1,500,019 77,262 — 225,000 1,761,196 — 2020 325,850 — 80,013 2,607,516 270,063 — 2020 353,176 — 11,183,487 1,500,019 250,251 — 490,000 277,224 2020 — 234,515 — 1,500,019 470,902 1,335,087 2020 — 338,608 2020 1,306,250 1,117,525 329,143 — 2020 8,500,013 1,100,000 2020 0954652179282805142100216,4 5,200,477 63,347 1,090,241 551,482 842,800 2,127,912 524,695 2019 0940001237541273500—14132,614,275 114,173 — 2,688,225 325,080 119,227 431,267 — 1,293,755 450,000 2019 1,744,669 353,976 67,246 431,267 — 1,293,755 490,000 12,570,394 2019 276,387 190,815 — 485,365 714,110 287,133 1,419,000 2019 2,443,754 7,331,253 1,100,000 2019 0857751662658777841—6,3 3,577,138 65,939 — 758,411 558,757 1,676,256 517,775 2018 0840001150235054693—14462,561,386 114,446 — 2,678,505 496,913 117,383 375,015 — 1,125,012 450,000 2018 571,095 375,015 1,125,012 490,000 12,186,255 2018 296,827 — 2,289,375 2,125,015 6,375,038 1,100,000 2018 Salary ($) Awards Stock ($) (2) Awards Option ($) (3) Compensation netv Plan Incentive Non-Equity 86%5.8 41%57.87% 54.10% 51.28% 48.68% er er er years 7 years 7 years 7 years 7 60 80 24 55.2% 52.4% 48.0% 46.0% ($) .4 .4 .4 0.54% 0.54% 1.04% 1.04% .5 .5 .7 1.67% 1.67% 1.85% 1.85% 092018 2019 n Non-qualified and Compensation eso Value Pension hnein Change Deferred Earnings ($) (4) (6) Compensation l Other All 2783,232,354 22,748 ($) Compensation rec year each or vnyears even igdate. ting 0 and 80) Total ($) (1) on h al eo rvdsabekono l te eeisadprustsrcie yec forNO ntels three last the in NEOs our of each by received perquisites and benefits other all of breakdown a provides years: below table The Table Compensation Other All 3 h mut nti ounicuecmaymtho epcieivsmn lncnrbtos iie esnlcu ebrhp n aal ben taxable and 2020. memberships 30, June club on Exploration personal & Land limited Vice-President, Executive contributions, as 2020. serve plan 30, to June ceased investment on Hill President respective Mr. as serve of to ai match ceased Ovintiv’s McAllister of company (5) Mr. use include personal for column Ovintiv to this (4) cost incremental in aggregate amounts The use. The aircraft personal of value the represent (3) column this in amounts The (2) 1 h mut nti ounrpeettemthn otiuin aeb h opn o h eei fteNO ne h eie otiuinplan contribution defined the under NEOs the of benefit the for company the by made contributions matching the represent column this in amounts The (1) 6 hsaon ersnsteageaeices natailvlet r clitrspninbnft cre pt i aeo eieet h ye The retirement. 2020. of 30, date June on his Exploration to & Land up Vice-President, Executive accrued as benefits serve to pension ceased Hill McAllister’s Mr. Mr. to value actuarial (7) in increase aggregate the 2020. 30, represents June amount on President This as serve to ceased change. compensatory McAllister year-over-year Mr. (6) the represents Value Pension in (5) Change (4) ieMcAllister Mike Zemljak Renee Givens Greg McCracken Brendan Code Corey ai Hill David Notes: Year Suttles Doug Name ae nOitvsaeaevral prtn ot nldn ul ear n aneac,lnigadrm esadohrmselnosvariabl miscellaneous other and fees ramp and parking. landing company maintenance, and repairs fuel, p including on costs table operating Compensation” variable Deferred average Non-qualified Ovintiv’s “2020 on the based in detail further in discussed are plans These plan. compensation deferred non-qualified hnei opie f$858det xeine 6188det supincag n (0,5)det lcutosi h aaindla oUS d U.S. to dollar Canadian the in fluctuations to due $(308,359) and change assumption to due $611,878 experience, to due rate. $28,508 exchange of comprised is change (5) (4) 007,5 38,000 38,000 74,056 29,502 47,329 29,452 29,502 2020 2020 32,681 2020 2020 004,5 19,000 43,650 2020 2020 0012903,0 58,380 38,000 172,960 2020 097,0 38,000 76,008 22,648 2019 22,966 2019 097,6 38,000 71,367 2019 0911673,0 61,398 38,000 171,667 2019 2019 087,8 38,000 76,381 2018 087,0 38,000 72,900 2018 0819263,8 49,302 36,285 169,266 2018 2018 eieetPlans Retirement otiuin to Contributions Company ($) (1) – – – Allowance 29,502 29,502 Annual 14,751 ($) Company Aircraft ($) (2) –– –– –– –– –– –– –– –– – –– –– –– –– te Separation- Other eae Benefits Related eeac and Severance vni n./ Inc. Ovintiv ,1,6 ,0 1,485,012 2,502 1,419,860 ($) – – – eqiie and Perquisites 01POYSTATEMENT PROXY 2021 Benefits 38563,347 33,845 64765,939 36,437 83877,262 18,308 194296,827 41,974 78080,013 17,830 16267,246 21,632 ,0 114,173 4,806 ,0 117,383 3,002 ,4 114,446 3,546 Other ,8 277,224 7,884 ,9 22,748 7,997 ,2 276,387 5,322 ,1 88,339 3,010 ,5 117,215 5,159 ,1 119,227 5,219 ($) cati calculated is rcraft costs. e (3) g 59. age ar-over-year Total ftof efit ($) ollar and Š 51

EXECUTIVE COMPENSATION 52 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv h olwn al rvdsifrainaotLIaad rne oorNO n22 ne h miu netv Plan. Incentive Omnibus the under 2020 in NEOs our to granted awards LTI about information provides table following The 2020 for Awards Plan Incentive of Grants 6 r ilcae osrea xctv iePeiet ad&Epoaino ue3,2020. 30, June on Exploration 2020). & for Land rate Vice-President, exchange Executive (average as US$0.745 2020. serve = 30, to C$1.00 June ceased of on Hill rate President Mr. exchange as Actual an serve date. using to dollars ceased grant U.S. McAllister the to Mr. (6) period. from converted year been years three have three a awards over at dollar annually vest (5) Canadian a vest cliff dividends represents reinvested awards plus “Maximum” PSU awards metric. 2020. RSU (4) in performance granted every PSUs for of (3) units, achieved in is range, performance payout potential of the level reflect threshold columns These the if payout lowest (2) the represents “Threshold” (1) Notes: McAllister Mike Zemljak Renee Givens Greg McCracken Brendan Code Corey Suttles Doug Name ai Hill David ag rm0t 0 ecn fteuisgatdpu enetddvdnsbsdo eaieTR(0pret n taei ietns(0pret ove percent) (50 Milestones Strategic and percent) (50 TSR Relative on based dividends reinvested plus granted Statement. 2022. units Proxy 31, the this December of ending of 50 period percent page performance 200 on three-year Table to Compensation 0 Summary the from in range shown are 2020 for paid amounts actual The target. of percent 200 (6) (5) 01POYSTATEMENT PROXY 2021 yeof Type award S /822 /222 919$750,009 $ 59,149 — 750,009 $ 59,149 — — 108,781 $ 8,301 — — 558,763 $ — 43,835 — — — 558,763 — $ 43,835 — — — — — $4,250,006 — 335,174 — — — — — — — 2/12/2020 — 2/28/2020 — — RSU — — — 2/12/2020 2/28/2020 — RSU — — — 11/10/2020 12/01/2020 RSU 2/12/2020 — — 2/28/2020 RSU 2/12/2020 — 2/28/2020 RSU 2/12/2020 2/28/2020 RSU S /822 /222 919$750,009 $ 59,149 — 1,303,758 $ 102,280 — — — — — — — — — — 2/12/2020 — 2/28/2020 RSU 2/12/2020 2/28/2020 RSU S /822 /222 9191828—$750,009 $ — 750,009 $ 118,298 — 59,149 108,781 — $ 118,298 — 59,149 558,763 — $ — — 16,602 8,301 558,763 — — $ 87,670 — — 43,835 — — — — 87,670 $4,250,006 — 43,835 — — 2/12/2020 — 2/28/2020 — PSU 670,348 335,174 — — — 2/12/2020 2/28/2020 — PSU — — — 11/10/2020 12/01/2020 PSU 2/12/2020 — — 2/28/2020 PSU 2/12/2020 — 2/28/2020 PSU 2/12/2020 2/28/2020 PSU S /822 /222 9191828—$750,009 $ — 118,298 1,303,758 $ 59,149 — — 204,560 102,280 — — — — — — 2/12/2020 — 2/28/2020 PSU 2/12/2020 2/28/2020 PSU Grant Date Approval Date Threshold ne o-qiyincentive non-equity under siae uuepayouts future Estimated ($) 4,0 8,0 — — — — — — — — — — — — — 686,000 $ — — 343,000 $ — — 706,352 — $ — 353,176 $ — — — — — 526,843 — $ 263,422 $ — — 493,715 $ 246,858 — $ — $2,750,000 $1,375,000 — $— — — — — — — — — — — — —$ — —$ —$ —$ lnawards plan Target ($) (1) Maximum ($) Threshold siae uuepayouts future Estimated ne qiyincentive equity under (#) lnawards plan Target (#) (2) Maximum (#) runits or fshares of l other All fstock of awards: number stock (#) (3) aot will payouts rn date Grant awards arvalue fair aotat payout fstock of the r (4) h olwn al hw usadn qiyaad edb h Esa fDcme 1 2020. 31, December of as NEOs the by held awards equity outstanding shows table following The End Year Fiscal at Awards Equity Outstanding plans incentive long-term company’s the under outstanding awards 2020. equity 31, December regarding of information as presents table following Plans The Compensation Equity Under Issuance for Authorized Securities 2 nldsaad rne ne h vni mlyeSokOto ln(h EO” n h miu netv lno vni te“miu Incenti “Omnibus (the Ovintiv of Plan Incentive Omnibus the and “ESOP”) (the Plan Option Stock Employee Ovintiv the under granted awards Includes (2) 1 nJnay2,22,Ecn oprto opee oprt eraiainwihicue n-o-iesaecnoiain(SaeConsol (“Share consolidation share one-for-five a included which reorganization corporate a completed Corporation Encana 2020, 24, January On (1) qiycmesto ln o prvdb euiyodr oeNn None None None securityholders Total by approved not plans compensation Equity securityholders by approved plans compensation Equity Category Plan rgGivens Greg McCracken Brendan oe Code Corey Suttles Doug Name Notes: xhneo naacmo hrsfrsae fOitvcmo tc.Alaonsi h bv al aebe dutdt elc h fet fteShar the of effects the reflect to adjusted been have table above the in amounts All stock. common Ovintiv of shares for shares Consolidation. common Encana of exchange rne n21.Adsrpino h e em fteOnbsIcniePa spoie nShdl fti rx ttmn.Adsrpino h e t awards key PSU the and of description RSU A certain Statement. and Proxy this 2019 of after A granted Schedule awards in provided to is applies Statement. Plan Proxy Plan Incentive this Omnibus Incentive of the B Omnibus of Schedule The terms in provided key 2019. is the to ESOP of the prior description granted A 2018. options in to granted apply to continues ESOP unexercised exercisable pin (#) options underlying ubrof Number securities 8,8 2.003/03/2023 $27.80 – 385,087 2,7 17 03/13/2022 71.70 $ – 123,974 2649,4 3.00/822 391$101691781$2,123,298 147,861 1,061,649 $ 73,931 03/08/2026 $35.80 – 99,547 42,664 2482,3 5.50/622 263$61978,2 959,495 $ 85,226 611,937 $ 42,613 02/26/2025 $54.35 – 28,333 42,498 025–$78 03/03/2023 $27.80 – 20,295 970–$78 03/03/2023 $27.80 – 19,760 ,9 ,9 4.00/822 ,8 747698$94,960 $ 6,968 47,487 $ 3,484 03/08/2026 $47.70 – 4,898 2,099 186–$7.003/13/2022 71.70 $ – 11,856 ,9 71 02/27/2024 77.15 $ 5,699 ,2 71 02/27/2024 77.15 $ 4,929 195$7.502/27/2024 77.15 $ 71,915 ,4 248–$2.50/022 ,8 106,063 $ 7,386 $ 09/10/2026 22.95 $ – 12,478 5,348 ,6 ,5 2.50/022 ,6 60,840 $ 4,464 $ 09/10/2026 $29.85 – 7,853 3,366 ,5 940–$50 50/061,3 162,627 $ 11,934 05/08/2026 $45.05 – 19,490 8,353 ,5 ,9 4.00/822 ,0 3621,0 147,229 $ 10,805 73,622 $ 5,402 03/08/2026 $47.70 – 7,595 3,255 ,7 ,5 6.00/622 ,4 604524$56,459 $ 5,284 36,014 $ 2,642 02/26/2025 $68.80 – 1,851 2,778 ,3 ,1 6.00/622 2 02/26/2025 $68.80 1,819 2,732 ,1 050–$58 03/08/2026 $35.80 – 10,540 4,518 ,1 17 03/13/2022 71.70 $ – 8,417 unexercisable unexercised pin (#) options underlying ubrof Number securities pinAwards Option nandoptions unearned qiyincentive Equity lnawards: plan unexercised underlying ubrof number securities (2) (1) 312$96736,4 906,733 $ 63,142 906,733 $ 63,142 — $ – ,5 1,4 ,5 113,846 $ 8,355 113,846 $ 8,355 — $ – 675$67264,6 637,236 $ 46,765 637,236 $ 46,765 $5,138,065 357,803 $5,138,065 — 357,803 $ – — $ – rc ($) price exercise 675$67264,6 637,236 $ 46,765 637,236 $ 46,765 — $ Option expiration usadn options, outstanding ubro securities of Number Option arnsadrights and warrants date pneecs of exercise upon ob issued be to nt fstock of units hthv not have that 28226$36 5,960,364 $23.62 12,802,216 28226$36 5,960,364 $23.62 12,802,216 ubrof Number etd(#) vested hrsor shares ,2 1,2 566$224,835 $ 15,656 112,424 $ 7,828 58$3,0 ,9 55,508 $ 5,195 35,400 $ ,598 SsPSUs RSUs arnsadrights and warrants Weighted-average nt fstock of units hthv not have that aktvalue Market vested fsae or shares of xriepieof price exercise vni n./ Inc. Ovintiv outstanding (2) options, ($) tc Awards Stock nandshares, unearned qiyincentive Equity ihsta have that rights o etd(#) vested not nt rother or units lnawards: plan ubro euiisremaining securities of Number elce ntefrtcolumn) first the in reflected ubrof number 01POYSTATEMENT PROXY 2021 vial o uueissuance future for available ne qiycompensation equity under ln ecuigsecurities (excluding plans au funearned of value aentvested not have akto payout or market te ihsthat rights other qiyincentive Equity dto” n an and idation”) hrs nt or units shares, ePa”.The Plan”). ve lnawards: plan rsof erms ($) (3) (1) e Š 53

EXECUTIVE COMPENSATION 54 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv 5 r ilcae osrea xctv iePeiet ad&Epoaino ue3,2020. 30, June on Exploration & Land Vice-President, wer Executive as NEOs 2020. serve U.S.-based 30, to to June ceased Awards on Hill President 2020. Mr. as 31, serve December to on ceased McAllister stock (5) Mr. common of shares of price (4) closing TSX or NYSE the on based are column this in shown values The (3) 2 h aussoni hsclm r ae nteNS rTXcoigpieo hrso omnsoko eebr3,22.Aad oUS-ae Eswer NEOs U.S.-based to Awards 2020. 31, December on stock common of shares of date. grant price from closing years TSX seven or expire and NYSE year) the third on the based 40% are and years column two this first in the shown (30% years values three The over vest awards option Stock (2) (1) Notes: McAllister Mike Zemljak Renee Name ai Hill David S rn sbsdo aoto 84,21 n 00PUgat r ae napyu f10 ftersetv agt aaindla wrshv been have awards dollar Canadian target. respective the of 100% of 20 payout the a for on 2020). applied for based rate metric are exchange performance grants (average The US$0.745 PSU (C$18.29). = 2020 C$1.00 TSX of and the rate 2019 on exchange 78.4%, based an using of valued dollars were payout U.S. NEOs a to Canadian-based converted on to based those is and grant convert (US$14.36), PSU been NYSE have the awards 2020). on dollar for Canadian based rate (C$18.29). valued exchange TSX (average the US$0.745 on = based C$1.00 valued of were rate NEOs exchange Canadian-based an to using those dollars and U.S. (US$14.36), NYSE the on based valued (5) 01POYSTATEMENT PROXY 2021 (4) unexercised exercisable pin (#) options underlying ubrof Number securities 639–$03 03/03/2023 $20.30 – 46,309 847–$78 03/03/2023 $27.80 – 68,427 775–$5.503/13/2022 56.75 $ – 27,765 775–$5.503/13/2022 56.75 $ – 27,765 106–$03 03/03/2023 $20.30 – 31,046 641–$7.003/13/2022 71.70 $ – 46,491 242832–$88 22/051,7 6,0 379$253,717 $ 23,749 161,809 $ 11,875 02/26/2025 $68.80 – 8,322 12,482 937$7.502/27/2024 77.15 $ 19,327 ,0 ,0 5.50/622 ,2 0,8 500$169,324 $ 15,040 107,987 $ 7,520 02/26/2025 $54.35 – 5,000 7,500 ,0 ,0 5.50/622 ,2 0,8 500$169,324 $ 15,040 107,987 $ 7,520 02/26/2025 $54.35 5,000 7,500 ,0 704–$98 91/06$—964$131,955 $ 9,684 — $ 09/10/2026 $29.85 – 17,034 7,300 196$5.502/27/2024 58.75 $ 11,976 196–$5.502/27/2024 58.75 $ – 11,976 1732,1 4.00/822 954$26763,4 533,433 $ 39,148 266,716 $ 19,574 03/08/2026 $47.70 27,516 11,793 ,2 758–$58 03/08/2026 $35.80 – 17,568 7,529 ,2 758–$58 03/08/2026 $35.80 – 17,568 7,529 ,1 ,7 91 80/05696$9,0 ,8 50,448 $ 4,481 99,903 $ 6,956 08/09/2025 69.15 $ – 1,478 2,218 unexercisable unexercised pin (#) options underlying ubrof Number securities pinAwards Option nandoptions unearned qiyincentive Equity lnawards: plan unexercised underlying ubrof number securities (1) 312$96736,4 906,733 $ 63,142 906,733 $ 63,142 — $ – 312$96736,4 906,733 $ 63,142 906,733 $ 63,142 $1,486,847 109,117 $1,486,847 — 109,117 $ – — $ – rc ($) price exercise Option expiration Option date nt fstock of units hthv not have that ubrof Number etd(#) vested hrsor shares 307$17352,9 374,710 $ 26,093 187,355 $ 13,047 307$17352,9 374,710 $ 26,093 187,355 $ 13,047 SsPSUs RSUs nt fstock of units hthv not have that aktvalue Market vested fsae or shares of (2) ($) tc Awards Stock nandshares, unearned qiyincentive Equity ihsta have that rights o etd(#) vested not nt rother or units lnawards: plan ubrof number au funearned of value aentvested not have akto payout or market te ihsthat rights other qiyincentive Equity hrs nt or units shares, lnawards: plan dto ed ($) (3) 18 e e T ln h eeattrso u xctv I ragmnsadteteto T wrsaesmaie ntetable the in summarized are awards LTI of applicable treatment (“CIC”) the and by control governed a arrangements in is following CIC CIC change termination a executive a qualifying following our employment has a of of upon NEO termination terms benefits a each relevant upon termination below. however, awards The other LTI NEOs; and plan. NEO’s our severance each LTI of with of treatment contracts payment The for CIC. employment provides general that have agreement not does Ovintiv Arrangements Control in Change of vesting the and options stock of exercise year. fiscal the last upon the realized during plans value incentive the company’s to the under relating PSUs information and RSUs provides table following The 2020 for Vested Stock and Exercises Option 6 r ilcae osrea xctv iePeiet ad&Epoaino ue3,2020. 30, June on Exploration & Land Vice-President, Executive as 2020. serve 30, to June ceased on Hill President Mr. as serve to ceased McAllister Mr. (6) (5) 4 h ausraie pnvsigfr21 Ssaebsdo h iedyVA fe h eraybadmeigbaku a itd h iedyVWA five-day The lifted. was blackout meeting board February the after VWAP respectively. five-day C$17.11, the and on US$12.68 based or are 2020, PSUs 27, 123%. 2017 February be for at to vesting VWAP determined upon five-day was realized TSX grant values or PSU The NYSE 2017 the the on for based multiplier are performance RSUs The (4) for vesting upon realized values The (3) (2) 1 h au elzdo hrsaqie neecs sbsdo h ifrnebtentecoigpieprsaeo h opn’ hrso omnst common of shares company’s the of share per price closing the between difference the on based is exercise on acquired shares on realized value The (1) Name RSUs PSUs Options/SARs Pension Benefits Severance Trigger Application Notes: McAllister Mike Zemljak Renee Givens Greg McCracken Brendan Code Corey Suttles Doug ai Hill David n S r S1.8adC1.1 respectively. C$17.11, and US$12.68 are TSX and aeo xrieadtegatpie aaindla wrshv encnetdt ..dlasuiga xhnert fC10 S075(vrg ex (average US$0.745 = C$1.00 of rate exchange an using dollars U.S. to converted been have awards dollar Canadian 2020). price. for grant rate the and exercise of date (6) (5) n netdRU meitl etadaepybebsdo h rc twihOitvssae of shares Ovintiv’s which CIC. at the price of the purposes on CIC. for based the valued payable of are are purposes stock and for and common vest valued document immediately are plan RSUs stock the unvested common in Any of specified shares level Ovintiv’s the which at at payable price become the and at vest and immediately months PSUs 24 outstanding of All earlier the until exercisable remain date. and expiration immediately the vest options/SARs payment stock cash unvested or All period, 24-month for for thereof. benefits or, value pension participants) the Benefit plan to Defined pension equal of Contribution accrual Defined continued (for McAllister, contributions months. sum Mr. of 24 lump crediting for a or benefits (or accrual executive months Continued and 24 counseling, for financial benefits counseling, insurance Career accident lieu). and in disability, payment life, dental, years). health, three of preceding allowance, Continuation over bonus annual paid annual salary, award and base bonus plan, executive’s average investment the on to of (based contributions sum award matching the reimbursement, times fees two executive membership to the professional equal by payment (ii) of cash or termination sum Cause; subsequent Lump for and than CIC other a Ovintiv Otherwise, by alone. Reason. (i) CIC Good either: a for months 2018, 24 to within prior employment granted executive’s LTIs of case the In members. ELT other all and CEO ubro shares of Number curdon acquired exercise pinAad SsPSUs RSUs Awards Option (#) ,5 3021,1 204,389 92,288 79,809 16,119 1,164,510 7,240 6,261 83,092 91,356 37,514 32,454 6,553 473,383 2,943 2,546 37,137 – – – – – –– –– –– – – – ,5 3021,1 204,389 312,963 16,119 24,552 83,092 127,227 6,553 9,981 – – – – au elzdon realized Value exercise ($) (1) curdo vesting on acquired ubro shares of Number (#) au elzdon realized Value vesting tc Awards Stock ($) (2) vni n./ Inc. Ovintiv ubro shares of Number vesting curdon acquired 01POYSTATEMENT PROXY 2021 (3) (#) au elzdon realized Value vesting o NYSE for P c nthe on ock change ($) (4) Š 55

EXECUTIVE COMPENSATION 56 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv r acltda tDcme 1 00adalCnda olraonshv encnetdt ..dlasuigteBn of termination Bank the below various using shown dollars assuming amounts U.S. The NEOs to 2020. converted our 31, US$0.785). been December = have of C$1.00 on amounts (being occurred dollar each date event Canadian such to such all on effect if and payable in 2020 as rate 31, company compensation exchange December the Canada of at of as control amount calculated in are the change a illustrates or scenarios table following Control The in Change or Termination Upon Payments Potential rna McCracken Brendan Code Corey Suttles Doug Death to Due Termination CIC a Following Termination CIC a Outside Termination Involuntary or Voluntary CONTROL IN CHANGE OR TERMINATION UPON LTIs OF TREATMENT nrmna au PninBnft)––105,504 – – Benefits) (Pension Value Incremental OA:––35297590,243 3,542,977 753,274 – 1,991,507 34,170 469,796 942,000 3,040,022 – – – – – – 1,778,166 34,168 706,500 442,060 – – – – – – – – – 13,209,498 – – – – 15,296,861 96,740 7,165,755 TOTAL: Benefits 3,343,083 and 2,200,000 Compensation Other 7,165,755 403,920 LTIs Unvested of Value Plan Incentive Annual Severance – – Salary – 7,165,755 – TOTAL: Benefits and Compensation Other LTIs Unvested of Value Plan Incentive Annual Severance Salary TOTAL: Benefits and Compensation Other Benefits) (Pension Value Incremental LTIs Unvested of Value Plan Incentive Annual Severance Salary nrmna au PninBnft)––79,128 – – Benefits) (Pension Value Incremental 01POYSTATEMENT PROXY 2021 h ieo et r rae ntesm anra neryrtrmn ewe h gso 55 of ages the between retirement early an at as 55 or manner of voluntary same age a the the for in under LTIs 60. treated individuals of and are that treatment death exception to of the similar time with is the CIC, NEO a an outside alone. of termination CIC prior death involuntary a granted the upon were upon exercisable that LTIs or NEOs of for vested our Treatment required immediately by is become held CIC will awards the 2018 LTI following the February Only months by to vest. 24 or immediately within and “Cause”) to case, CIC for LTIs each than a unvested in (other both Reason”, company 2018, “Good the February for by beginning vesting executive executive NEOs trigger” the our “double of to incorporate termination, granted to subsequent awards agreements LTI award all LTI For our expiry provisions. amended the we to 2018, up February exercisable In SARs or options vest vested to applicable any continue the with will to date. schedule, options/SARs due vesting stock or the and Ovintiv to PSUs by according RSUs, initiated outstanding whether all 60, resignation, of of employee’s age cancelled. months the the are six at above SARs within paid retirement or exercised are Upon options be and unvested must retirement, (iii) SARs of and or date employment; options the of stock to based the termination vested date basis to (ii) grant pro-rated due date; the a or vesting from on Ovintiv scheduled months vest by of PSUs initiated number and whether the RSUs 60, on unvested to (i) 55 resignation: of employee’s ages applicable the of between days retirement business early 60 forfeited Upon within are exercised options be stock must unvested options and stock PSUs termination. vested RSUs, any all and 55, cancelled, of and age the under termination Upon Termination Voluntary ($) ihu Cause Without Termination Involuntary ($) (9) (8) (5) (2) (1) emnto ihna Within Termination Change-in-Control 130647,165,755 21,340,604 Involuntary 2,200,000 3,343,083 403,920 96,740 ($) (8) (6) (3,4) (2) (1) (8) (6) (3,4) (2) (1) (8) (5) (3,4) (2) (1) emnto Due Termination 7,165,755 oDeath to 590,243 753,274 ($) – – – – – – – – – – – – 9 elcsetmtdvlefrwtotCuetriainprun oM.Stls fe fepomn ae ue1,2013. 10, thei June dated of employment purposes of offer for Suttles’ service Mr. to additional contributions. pursuant participant on termination of Cause based matching without compensated percent for five value be and estimated would allowances Reflects annual Zemljak perquisites, including Ms. compensation, and other thei Includes (9) Givens of Mr. purposes employment, for Plan service of Pension (8) additional termination DC on and based CIC his compensated a of be of would purposes event McCracken for the Mr. In service and Code additional Mr. on employment, based (7) of termination compensated and be CIC would a of Suttles event Mr. the employment, In of termination and (6) CIC a of event the In (5) 4 h S mut aebe aud o lutainproe,bsdo aoto 0%o h epcietre mutuigteNS rTXcoigp closing TSX or NYSE the using amount target respective the of 100% of payout a on based inclusive). purposes, 2020, illustration to 2020. for 2018 31, (from valued, December years at been three as have preceding unvested immediately amounts options the stock PSU in of The paid vesting award accelerated bonus from annual value 2020. of estimated 31, average Reflects (4) December the at times effect two in on salary based base Calculated (3) NEO’s times two using Calculated (2) (1) Notes: Zemljak Renee Givens Greg OA:1245512455470501,264,585 1,013,428 4,710,560 38,360 833,947 980,000 4,198,037 1,264,585 158,760 – 2,699,493 – – – 1,264,585 – 2,421,024 39,405 633,708 950,000 1,264,585 153,900 – – – – – – – – 1,264,585 – – – – – – – TOTAL: Benefits and Compensation Other Benefits) (Pension Value Incremental LTIs Unvested of Value Plan Incentive Annual Severance Salary TOTAL: Benefits and Compensation Other Benefits) (Pension Value Incremental LTIs Unvested of Value Plan Incentive Annual Severance Salary eso lnpriiaino 4mnh.Teiceetlvlei qa o1%o w ie hi nulbs aaypu %o w ie hi nulbon annual their times two of 8% plus salary base annual their times two of 13% to equal is value incremental bonu salary). annual base The their of months. times 40% two at 24 of (capped 8% of plus participation salary base Plan annual Pension their times o two 67% of at 8% (capped to bonus equal salary). annual is base his value of times incremental 40% two The at months. of 24 8% of plus participation salary a Plan base Pension US$14.36 annual his or times 2020, two 31, of December 13% on to equal stock is common value of salary). incremental shares The outstandi of months. RSUs 24 price all of reflects closing participation grants TSX RSU or 2018 NYSE and 2019 the 2020, on of based Value purposes, respectively. C$18.29 illustration respectively. and C$18.29 for US$14.36 valued, or 2020 2020, 31, 31, December December on stock, common of shares Termination Voluntary ($) ihu Cause Without Termination Involuntary ($) emnto ihna Within Termination Change-in-Control vni n./ Inc. Ovintiv Involuntary ($) 01POYSTATEMENT PROXY 2021 (9) (7) (3,4) (2) (1) (8) (7) (3,4) (2) (1) emnto Due Termination 1,264,585 1,013,428 oDeath to (capped s ga at as ng ieof rice base f rDC rDC ($) nd us – – – – – – – – Š 57

EXECUTIVE COMPENSATION 58 EXECUTIVE COMPENSATION Š vni n./ Inc. Ovintiv Ssaestldi ahadaepybeol fe neeuiecae ob nepoe fOvintiv. of employee an be to ceases executive an after only payable are and cash in settled are DSUs is executive an to to prior credited election DSUs an of make number must the executive made, an is DSUs, election into award an bonus Once annual annual year. their an of calendar 50% of preceding or follows: 25% part the as either calculated defer convert of can To executives 31 Plan”), DSUs. December DSU into (“Employee Plan award Unit bonus Share Deferred Employee the Under Plan basis Unit service). Share Deferred unreduced of Employee years an 30 a with with is on 55 age after after paid retirement or (or 55 60 is Normal age age from Pension at maximum. retire pension. can annual reduced participants Plan. defined but of 65, Canadian a age years the earnings to pensionable in of consecutive up percent participation four contribute five pensionable Participants by multiplied of years, highest 10 years preceding the individual’s in earnings percent pensionable two the on based are of benefits defined retirement, Upon His were and Plan. vested the fully 2020. to in have Canadian in out benefits company paid participated defined the predecessor his who and a of Ovintiv, with NEO commenced component only participation benefit the is defined McAllister Mr. Plan Benefit Defined Canadian own their manage and an options to investment Ovintiv accounts. of earnings variety select Plan. a Participants pensionable from defined account. Canadian of contribution the defined the percent individual’s in eight participated of contributes McCracken component Mr. contribution and Code Mr. 40% Plan and Contribution Defined CEO Canadian the for 67% of salary NEOs). (capped base other award of for Canadian bonus since maximum annual the and members a of salary to new base purposes a to include for Plan, closed earnings, been Pensionable benefit 2003. has defined the legacy that to a defined has active component made Income also an are the It has component. Plan by level contribution Canadian permitted this The level plan. beyond supplemental the Contributions to Act. up Tax payable (collectively, registered the are plan to plan contributions pension Pension Plan”). supplemental “Canadian the and registered plan our in pension participate executives Canadian-based Our Plans Pension Supplemental and below. Registered described Canadian as NEOs our to benefits other and retirement provides Ovintiv Benefits Other and Retirement 01POYSTATEMENT PROXY 2021 Elected ConversionValue (25% or50%ofBonus (at endofperformanceperiod calendaryearto Award) which annualbonusawardrelates) Market ValueofCommonShares Approved BonusAward ($) xeso hs emte udrteOvintiv the (under permitted Code. Revenue those Internal in U.S. the benefits by Plan) non-qualified of Retirement (“NQDC a USA provides to Plan Plan NEOs) other excess NQDC Compensation the The of for Deferred 67% 40% Plan”). and non-qualified of CEO maximum the U.S. a the for of (to salary percent award base eight bonus to among Plan, equal annual Canadian amount executives’ select the an of credits Participants also component Ovintiv supplemental accounts. salary. own the their with manage As base defined and options of investment participant’s to various Investment up Ovintiv percent a contributes Canadian by matched to five the are Ovintiv contributions to salary participant Plan. Plan, Similar base account. Retirement of contribution in percent USA participate Hill eight Mr. Ovintiv and Zemljak Ms. the Givens, Mr. Suttles, Mr. these Plans Contribution Defined U.S. market. matches open in self- the salary on to base purchased Ovintiv of stock salary percent to common five of base of shares options. maximum 25% eligible a of to Participants contributions investment maximum also Plan. a Investment selected to are Canadian up our contribute executives in participate Canadian-based Our Plan Investment Canadian onr nwihte reside. the they on which based welfare in employees, company-sponsored country other Ovintiv’s same as programs the benefit in participate NEOs Benefits Welfare Credited toExecutive Number ofDSUs h al eo rvdsifrainrltn otecmesto eerddrn iclya 00udrtetrso the of terms the under 2020 year fiscal during deferred compensation the to relating NEOs: the information by provides NQDC below table The Compensation Deferred Non-qualified 2020 2020. in benefits for pension DB column McAllister’s Compensation” Mr. shows Other below table “All These The See aircraft. cancelled. Statement. the Proxy of and company-owned Table this respect Pension of forfeited in Benefit on 50 Defined loans is page or travel on year-end gross-ups Table tax personal at Compensation no Summary receives balance in for the Suttles CEO unused in Mr. allowance appointed Suttles taxable. any was Mr. fully annual he and are when and prescribed-value allowance, into income travel entered employment a as arrangements treated compensation include are his benefits benefits of part These as benefits 2013. additional received Suttles perquisites. Mr. specific offering of lieu in Benefits payment CEO cash Additional sum lump a with NEOs, including employees, provides Ovintiv Perquisites of Lieu in Payment Cash Sum Lump 2 ihe clitrwsgatd1 diinlyaso evc rne ne nidvda gemn n20.Teadtoa upeetlPa pe Plan Supplemental additional The 2000. in agreement individual an under granted service of years additional 12 granted was McAllister Michael (2) 3 eie nJn 0 2020. 30, June on Retired (3) 6 aainaonsaecnetdfo aaindlast ..dlasuigteDcme 1 00ecag aeo $.0=US$0.745. = C$1.00 of rate exchange US$0.745. 2020 = 31, C$1.00 Mr December of the years: 2020 using previous during dollars rate in U.S. exchange Table to Other average dollars Compensation the Canadian All using Summary from dollars the converted the U.S. are in to amounts in reported dollars Canadian T Canadian was reported Compensation from that converted Summary are amount are the amounts amounts following Canadian (6) of the These column include Earnings” Plan. column Compensation this DC Deferred (5) in Supplemental Non-qualified shown and and balances Value aggregate Plan Pension The NQDC in “Change the the through in (4) included NEO not the are to Earnings Ovintiv by r are made amounts (3) These contributions Plan. DSU include Employee the These through NEOs by elected deferrals and (2) Plan NQDC the in election through made contributions include These (1) Notes: Hill David Zemljak Renee Givens Greg McCracken Brendan Code Corey Suttles Doug Name Calculations 2020. for rate exchange (average US$0.745 = C$1.00 of rate exchange an using dollars U.S. to dollars Canadian from converted Amounts (1) Notes: McAllister Michael Name nlddi hsPoySaeetfrteMeig h R omte ossso e ete oadMyo,Lee Mayson, Howard be Gentle, it Meg that ending of Board year consists the the Committee to HRC for recommended The CD&A Committee Meeting. HRC this the the management Ricks. discussion, for Thomas with and and Statement discussed McKenzie review Proxy Margaret and McIntire, that this on on in commented Based included 2020. reviewed, 31, has December Committee HRC The h 2yaso diinlsriei eue ya nulpninofe f$789(ovre rmCnda olr oUS olr sn vrg exc average using dollars U.S. to dollars Canadian from (converted $17,899 employer. of previous offset McAllister’s pension Mr. from annual retirement an his by at curren payable reduced and C$1.00=US$0.745) age, is of retirement service 2020 unreduced during earliest additional the of is years which 60, 12 age the of later the at payable assumed are pensions accrued All decrements. preretirement 5783 r oe$,2;M.Zmjk$2,3;M.Hl $181,429. Hill Mr. $223,436; Zemljak Ms. $2,020; Code earnings. Mr. preferential $577,873; or above-market not are they as Statement Proxy this of Statement. 50 Pro Proxy page this this of of 50 50 page page on on Table Compensation Table Summary Compensation the Summary of the column of Compensation 2020) in paid award bonus annual 2019 (for column Statement Compensation” Plan Incentive “Non-Equity the (2)(3) otiuin in contributions Executive atfiscal last year 5082,2 4,6 2573 1,149,241 (235,773) 148,762 25,125 55,008 (1)(5) ($) 0771,0 59,139 18,729 1,472,788 62,097 451,719 - - (180,915) - - 218,462 13,506 1,056 (15,725) 40,102 84,013 20,767 8,719 11,948 - 143,424 - - - - contributions nls fiscal last in Registrant year upeetlPa 20-8,240,250 - 32.0 Plan Supplemental (2)(5) ($) eitrdPa 00-948,839 - 20.0 Plan Registered lnName Plan annsin earnings Aggregate atfiscal last year ua eore n opnainCommittee Compensation and Resources Human (3)(5) ubro er of years of Number ($) rdtdservice credited vni n./ Inc. Ovintiv distributions withdrawals/ (#) Aggregate rsn au of Value Present ($) 01POYSTATEMENT PROXY 2021 (5) accumulated eei ($) benefit so nrsetof respect in nsion aac tlast at balance age. t Aggregate iclyear fiscal uiglast during iclyear fiscal Payments ag rate hange nld no include pre in eported end Suttles . beon able ($) (4)(6) ($) xy (1) Š 59

EXECUTIVE COMPENSATION 60 AUDIT MATTERS Š vni n./ Inc. Ovintiv uios h ui omte a appointed has Committee independent the Audit of the work The the propose of to retention, Audit oversight auditors. compensation, The general for whether Meeting. responsible the and also at Board is auditors Committee such the to to of and reappointment responsibility auditors to independent and Ovintiv’s recommend authority evaluate has and review Committee Audit The uhsrie yPCwscmail ihtefr’ neednei odc fisadtn ucin.Oitvddntrl on 2019. rely or 2020 not in did S-X of Ovintiv Regulation provision functions. SEC auditing the of its concluded 2-01 of Rule which conduct of Committee, in (c)(7)(i)(C) Audit Section independence by the firm’s provided the by exemption with pre-approved minimis compatible de were was the services PwC other by and services such tax audit-related, audit, All independent by the rendered by services other provided and services audit for non-audit fees permissible about information 2019. and provides and audit 2020 table years following approving fiscal The during fees. for PwC the responsible associated and is auditors Committee Audit The Fees Other All and Fees Audit of interest best the included: in determination is this reaching auditors in independent Committee Ovintiv’s Audit as the by PwC considered of Factors retention shareholders. continued its the and company that the believes Committee Audit The Auditors Independent of Selection and Evaluation 3. Item ui-eae Fees Audit-Related Total l te Fees Other All Fees Audit thousands) (US$ a Fees Tax 3 a escnito esfrtxcmlac evcs a dieadtxpann.Drn icl22 n 09 h evcspoie nti catego this in provided services the 2019, and 2020 fiscal During planning. tax and advice tax services, Ovin compliance of tax review for or fees audit of the consist of performance fees the Tax to related reasonably (3) are that services related and assurance for fees of consist fees Audit-related (2) 1 ui escnito esfrteadto vni’ nulfnnilsaeet icuigrqie urel eiw) usdayadt,or audits, subsidiary reviews), quarterly required (including statements financial annual Ovintiv’s of audit the for fees of consist fees Audit (1) 4 uigfsa 00ad21,tesrie rvddi hsctgr nlddtepyeto aneac esascae iharsac olta g that tool research a with associated fees maintenance of payment the included category this in provided services the 2019, and 2020 fiscal During (4) 5 mut adi aaindlashv encnetdt ..dlasuiga xhnert frec eraoe fC10 S075(vrg exch (average US$0.745 = C$1.00 of above) year each (for rate exchange an using dollars U.S. to converted been have dollars Canadian in paid Amounts (5) Notes: of auditor independent as serve to LLP PricewaterhouseCoopers RECOMMENDATION of VOTING BOARD shareholders. appointment of the meeting ratify annual to next the proposal until a Ovintiv on voting are You ON? VOTING YOU ARE WHAT • • • prpitns fPCsfees PwC’s of Appropriateness industry Ovintiv’s and of operations knowledge and expertise technical PwC’s independence PwC’s h or eomnsyuvote you recommends Board The n iettrs eerho conigadadtrltdise,rve fnwacutn tnad,peaaino urel rnhtranslati French quarterly of preparation standards, with connection accounting in new reviews included of category review this in issues, provided filings. audit-related services regulatory the and other 2019, and accounting and disclosures reserves 2020 of fiscal research During Fees. divestitures, Audit and as reported not are and statements engagements. or filings regulatory and statutory with connection in provided sitneadavc nrlto otepeaaino oprt noetxreturns. tax income corporate of preparation the to relation in advice and assistance opeesv irr ffnnilrprigadasrneliterature. assurance and reporting financial of library comprehensive o 00 o eroe-ercomparability. year-over-year for 2020) for (3) (1) 01POYSTATEMENT PROXY 2021 (4) aiyPieaehueopr L sIdpnetAuditors Independent as LLP PricewaterhouseCoopers Ratify (2) FOR hsproposal. this a evda h opn’ needn uiosfrover for auditors independent annual company’s years. 10 the next predecessors) as asked its served the (including being PwC has are appointment. of such shareholders ratify close and to shareholders the of Ovintiv’s until meeting as auditors serve to independent (“PwC”) LLP PricewaterhouseCoopers • • • w’ euea needn auditor independent as tenure PwC’s including performance, reports and PCAOB quality audit PwC on by data provided External services of efficiency and quality The evcsta r normally are that services 2020 ,8 3,551 2,588 ,8 3,008 2,288 3 249 134 6 290 161 (5) 54 at cest a to access rants n,rve of review ons, i’ financial tiv’s acquisitions yincluded ry nerate ange 2019 (5) adt dpe yteBadta ulnsits outlines at that website Board our on the guidelines/. available Mandate Committee by is Audit The Committee practices. Audit and adopted responsibilities an under operates Mandate Committee on Audit procedures The and processes Board. financial the these of over behalf oversee to for is controls and responsibility primary monitor internal responsible Committee’s Audit consolidated The and is reporting. Ovintiv’s statements of auditor audit financial independent independent and an performing reporting, financial The maintaining over financial Ovintiv’s controls internal reporting. over and of effectiveness controls preparing the devising internal assessing of processes, for systems reporting and responsible accounting financial managing statements, financial is consolidated Management Responsibilities Primary Meeting. the at Committee cast Audit duly the votes the of of Report majority affirmative an requires auditors independent Ovintiv’s as PwC of ratification The statement a questions. make Approval appropriate to for to opportunity Required respond an Vote to have available will be representatives will The and Meeting. so the do attend to will desire PwC they of if representatives more or or One recurring, typical, be Information Other to services believes non-audit permitted committee and audit the of provision The non-audit the that list auditors. for specified and independent budget a a our of audit established by has all Committee provided Audit be approves to Committee services Audit The Procedures and Policies Pre-Approval Committee Audit nrlac nteervesaddsusos n h eot fteidpnetadtr,teAdtCmitehas Committee Waterman. Audit Bruce and the Shaw SEC. Brian auditors, the Nimocks, in with Suzanne independent filing included McKenzie, for be Margaret the 2020, Gentle, statements 31, Meg of financial December of consolidated ended consists reports year audited Committee fiscal the Audit the the The that for and approved, 10-K has Form discussions, on Board Report the and Annual and Ovintiv’s reviews Board, the independent these to the results recommended on audited and the reporting, the 2020, reliance financial reporting. 31, auditors over financial December In over controls ended independent controls year internal the internal fiscal Ovintiv’s those the and of of for effectiveness management audit 10-K the auditors’ with Form of on together assessment Report management’s Annual discussed of the and in statements reviewed financial has consolidated Committee Audit The www.ovintiv.com/mandates- rvso fnnadtsrie yPCi optbewith compatible is the PwC whether from by independence. auditor as services maintaining independence well non-audit as of their Audit generally, provision discussed auditors Ovintiv the the and has independent management and from with the independence with letter also communication concerning has the Committee the auditors’ regulating Committee PCAOB and the independent by Audit disclosures required Oversight auditors The independent Accounting written “PCAOB”). Company received the (the Public under discussed the Board be independent of to the required with standards matters discussed those has auditors Committee Audit an close The Meeting, the shareholders. to until of the Meeting meeting subject at the annual at next cast and, role the that of duly to 2020, another votes reappointed of be the 31, will for of of December meeting auditors majority independent appointment ended affirmative annual Ovintiv’s current year the as next the the served propose PwC the of auditor. qualifications, or reappointment at basis shareholders the auditors annual the an propose on independent Board independent to monitors the Ovintiv’s to whether recommends of and Committee independence auditors and Audit performance The Auditors Independent of Oversight eiinrmiswt h ui omte,not Committee, Audit such the Any arise. with may need as remains flexibility management. review retains It to PwC. decision year by the provided be through to likely otherwise vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 h ui Committee Audit The Š 61

AUDIT MATTERS 62 ADDITIONAL INFORMATION Š vni n./ Inc. Ovintiv hrhlescnas ietiqiist u netrrltospronla [email protected]. at personnel relations investor our to inquiries direct also can Shareholders teto:CroaeSecretary the Corporate at Board, the of Attention: Chair our including Inc. directors, Ovintiv our with directly communicate can address: parties following interested other and Shareholders Directors of Board the with Communication annual year’s prior the of 120 than anniversary more not the (and of days before 90 and 3.3 days) least proposals and at shareholder nominees of 2.2 director notice Sections written that in receive require procedures Ovintiv without with out These respectively. comply proxy set Board bylaws, must Ovintiv’s Ovintiv’s procedures the nomination or in notice or to nomination the business proposal or of election that items proposal statement, for such propose director to including a wishes shareholder nominate a If Nominations Director And Proposals Shareholder in Other including delivery. timely bylaws, and notice Ovintiv of certain form the to that satisfy respect in provided nominees specified down), and (rounding requirements shareholders 20% nominating of or greater any the individuals proxy 3% to Ovintiv’s two at up least in of constituting include for at nominees and director nominate continuously owning statement, to a stock years shareholders, three or common 20 least shareholder, to outstanding a up Ovintiv’s permits of bylaw group access of proxy Statement Ovintiv’s Proxy Meeting Year’s Next In Inclusion For Annual Nominations Director be 2022 to 2021 the Ovintiv’s 18, under November rules proposals. than SEC at Shareholders. SEC later shareholder the to no to considered received of pursuant be respect rules submitted must the proposals with Shareholder to Act subject Exchange is Statement Ovintiv Proxy Year’s Next In Inclusion For Proposals Shareholder Nominations Director and Proposals Shareholder Information Shareholder Additional aaeeti o wr faybsns ob rsne o cinb hrhlesa h etn te hnteitems the than other Meeting the at shareholders by action for presented be to Statement. Proxy business this any in of to referred aware not is Management 01POYSTATEMENT PROXY 2021 [email protected] 80202 Colorado Denver, 7 17 370 th tet ut 1700 Suite Street, oyo u yaswsfldo DA n EA on SEDAR and website. EDGAR our on on available filed is was and 2020 bylaws 24, our (ii) January of or later). copy is announced; date A is (whichever meeting meeting special special followingthe the before the day before days tenth which 90 the days on (i) 120 than day later than the no earlier and must meeting Ovintiv no special meeting), notice annual written an shareholder also special receive not a of is case (which the meeting In shareholders. of meeting 28, no January than received later no be and must 2022. 2021 29, notice December than nomination earlier access proxy Any also must the under proposals 14a-8 Rule of Act. Such provisions Exchange applicable all the materials. the with in comply a are inclusion proxy to of its submission Shareholders guarantee the company’s directed not SEC, the Secretary. does of proposal be rules shareholder Corporate the under should our that, advised of proposals attention shareholder All enn fapial euiislgsain including and amended, as legislation, the 1933, of constitute securities Act within Securities the may applicable of information 27A Section of herein or meaning contained statements consolidated forward-looking statements its and Certain Inc. the Ovintiv and partnerships. to after and refer subsidiaries periods consolidated Reorganization, Corporation for its the (ii) of and Encana completion Statement partnerships Proxy and Reorganization, the to subsidiaries this of completion in the to “our” refer prior the periods and on for “Ovintiv,” “us” (i) or to stated “we”, references Encana of completed Unless requires, “company”, series otherwise of “Reorganization”). a context (the transactions Statement. of the company 2020 result Proxy 24, a parent reorganization January this as of, the subsidiaries corporate its part became and a Corporation Inc. constitute not Ovintiv do and eeecst nomto otie norwebsite our on contained information at to References oiso hs ouet,fe fcag,b contacting by charge, of department: free Relations documents, Investor our at these our of EDGAR on copies on at available profile is SEDAR Ovintiv’s 2020), 31, accessing for operations and at December of ended website results discussion year and our management’s condition the includes financial (which and of analysis Report statements Annual financial and our of Statement copies including Proxy Ovintiv, about information Additional Information Additional www.ovintiv.com evr ooao80202 Colorado Denver, 1700 Suite Street, 17th 370 Relations Investor Attention: Inc. Ovintiv www.sedar.com www.ovintiv.com r o noprtdb eeec into, reference by incorporated not are hrhlescnas request also can Shareholders . n a lob bandby obtained be also can and www.sec.gov or hr a en suac htte ilpoet ecorrect. be to at prove will reasonable, they be EDGAR that are assurance no can on statements be can which forward-looking there profile such 10-K, Ovintiv’s believes Form accessing consult on www.sec.gov by please Report uncertainties, obtained Annual and on such risks Ovintiv’s in information assumptions, implied additional or such For or expressed estimated statements. the results forward-looking from as or materially not differ events 1934, statements to anticipated such results of cause or may occur Act to that Exchange uncertainties and assumptions, Securities risks involve the statements Forward-looking of amended. 21E Section oiyn vni ymi tOitvIc,301t Street, (303) 17th at 370 telephone Inc., or 80202 Ovintiv Colorado 623-2300. by at Denver, documents mail 1700, such of Suite by of can copies copies Ovintiv statements single proxy multiple notifying of or delivery receiving holders holders the security are request Security proxy to who at 623-2300. reports Colorado the address annual mail (303) Denver, an of by 1700, at Suite sharing request telephone copy Street, or such a 17th separate 80202 of 370 holder receive a Ovintiv Inc., security to Ovintiv notify receive A can statement. wishes to statement proxy holder wishes the notify security who of can holder copy such security separate and a statement that how proxy security the to Ovintiv of as the copy has instructions separate provide of a Ovintiv written request upon one oral promptly unless deliver or multiple from to address undertakes to Ovintiv instructions holders. delivered an contrary being sharing received is holders statement security proxy one Only Materials Proxy of Householding rSDRat SEDAR or vni n./ Inc. Ovintiv www.sedar.com 01POYSTATEMENT PROXY 2021 lhuhOvintiv Although . Š 63

ADDITIONAL INFORMATION 64 ADDITIONAL INFORMATION Š vni n./ Inc. Ovintiv htcnb sudprun oAad rne ne the under granted Awards to pursuant Ovintiv issued of be stock common can of that shares of number maximum The Outstanding Awards Issuance; be for Available to Awards body administering “Committee”). the (such as section HRC directors this consisting in the two to Board referred by least the of at administered committee of is other any Plan or Committee Incentive Omnibus The Internal States Administration to United the only the “Code”)). of the (the granted 1986 (within 424(f) under of subsidiaries Code Section be Revenue its option” of and may company stock meaning its the agreement of “incentive or employees of grant an company offers applicable Option the as Stock accepted A from designated Individuals”). have the “Eligible directorship (collectively, who of affiliates directors, or prospective employees employees as employment well and and as other affiliates, officers officers and its and directors, the Stock stock company collectively, of to and restricted “Award” grant “Awards”) an PSUs, the (each, awards RSUs, permits share-based SARs, Plan Incentive Options, Omnibus The Eligibility company awards. such incentive shareholders long-term of the company’s of interest the issuance the of in the through interests align other the interest to with among and individuals proprietary to, individuals eligible designed a among is promote Plan things, Incentive Omnibus The Purpose 24, the January adopted effective parent entirety and the its subsidiaries in became 2020. its Plan Ovintiv Incentive and Statement), Omnibus Encana page Proxy remained of on defined this company and (as of Reorganization the Plan 63 with at connection Incentive and In 2020. Omnibus employees PSUs 31, December become of certain the 514,956 as to outstanding amended to to were to which 2018 subject company, the (corresponding in of directors 257,478 target granted and be RSUs maximum) at 175,309 to of or exception PSUs terminated continue the otherwise such are with Plans until or cancelled, Plan expire, Prior Prior exercised, applicable are the new awards of the no terms Outstanding the and under by Plans. governed awards, Prior granted such future under all awards granted of Stock be will respect awards the in (collectively, Employee Directors Plans”) for Omnibus “Prior Plan Employees for Unit for Share Plan Encana’s Plan Restricted The Unit and Unit Share Share Restricted Shareholders. ESOP, replaced Performance Employees, Plan, of Rights Plan Appreciation on Meeting Encana Encana’s Incentive by Annual at shareholders adopted by approved 2019 was and 2019 Plan 13, February Incentive Omnibus Plan The Incentive Omnibus – Terms Key the of Description A Schedule 01POYSTATEMENT PROXY 2021 miu netv ln ersnig23preto the Ovintiv of of stock date. common percent such of of 2.3 shares as remained outstanding representing and Ovintiv Plan, the issued under of 2020, Incentive granted 31, Awards stock to December Omnibus pursuant of common issuance common As for of date. available of such shares shares of outstanding as 5,960,364 and Ovintiv 4.4 of issued aggregate, stock the the the 7,697,283 under in of outstanding SARS, representing, percent target Plan at 315,983 Incentive PSUs Omnibus SARs), 3,202,462 and tandem Options RSUs Stock 245,020 with were there (together 2020, 31, December of company. As the of structure capital split, the similar share affecting reverse or event dividend, recapitalization share combination, granted split, share in share reorganization, Awards adjustment a to the of to subject event is the pursuant Plan under common Incentive of issuance Omnibus the granted shares under for of issuance available number terminated, subsequently the for The stock are Plan. available under Awards Incentive be or Omnibus granted to again expire, will Awards pursuant that cancelled, or to Plan forfeited common of Incentive pursuant Shares common 2021. Omnibus of 26, issued shares February of outstanding stock as and 2.3 Ovintiv of approximately issued stock or the 6,000,000 of is percent Plan Incentive Omnibus omnsokadsc pineprsbfr h fifth the before of granted. was share expires it a which Option of on Value date such the Market stock of Fair and anniversary the price exercise of stock common the percent combined common granted, 110 of is total least Option company, at the such the is of shares time stock of the common at of owns percent unless shares all 10 of grant, power than voting such more the at stock who, possessing “incentive of Individual an Eligible any as to time qualify granted to be intended may then option” is non-employee company’s that Option all the No stock. to common of of issued shares percent outstanding and stock one issued common exceeding number of aggregate of directors time the the in shares In result at could if, of SARs. grant any Plan such or granted Incentive grant, be Omnibus such Options not the of shall under director Awards comprised an non-employee Fair be a date with grant and addition, shall allocated period, Value such one-year stock of no Market any US$100,000 below) than during common defined more that US$800,000 (as no of Value granted of provides excess Market be Fair in shares date shall also grant and company aggregate covering Plan the issued of Awards Incentive director total non-employee Omnibus the The of (calculated Ovintiv Ovintiv basis). other of percent non-diluted stock a any on common of 10 of and shares outstanding arrangement Plan exceed Incentive cannot compensation Omnibus any within at the Ovintiv, security-based insiders, of under insiders Ovintiv to to issuable time, that or issued TSX period, one-year stock the of provisions any common number in aggregate of out the includes that set shares provide restrictions and Plan Manual insider Company the Incentive mirror generally Omnibus The Person One Directors Any Non-Employee and Insiders, to Awards on Limits s1 uiesdy olwn h xiydt fsc trading such of date that expiry date the the period. following to blackout relevant days extended thereof, business be expiry the 10 will the is to Date of Termination days applicable the business then and 10 (the within lapse company or or participant, the period expire blackout by trading terminate, a imposed to during meant occurs an Date”) is which “Termination Incentive on SAR date Omnibus or the the the of if Option of by date foregoing, terms the grant fixed the Notwithstanding the be Plan. to is SAR following subject or years SAR Award, Option 10 such each any than will and more event exercisable Option no in each however on Committee, of stock term common of The share set a less and date. of be grant Value cannot Committee applicable Market and the the agreement Fair by grant the applicable than determined an the to is in subject forth stock SAR common or of share Option per SAR. price the exercise of exercise make The the in to upon right reserve or the or to not Individual stock prior Eligible determination common the that of grants or shares payment Committee The or the such cash SARs to whether thereof. in made specify for respect be Option shall in an will or agreements with made, SAR issued conjunction grant be related stock will the common to applicable payment case or of no SAR which shares and related in Options terminate, the to Option, immediately exercised. Individual exercise the Eligible been and the exercise Option has allow the SAR SAR in tandem surrender stock SAR, a the common applicable with of which the granted shares of of of price number respect the exercise exercise (b) of the common by date over of the multiplied share SAR, preceding one day the of trading of price of last product the closing the on the to stock of equal excess amount Omnibus Individual the an Eligible receive with (a) the the to conjunction SAR, entitled a in be SARs of of or will exercise price, Award agreement. the separate Upon conditions grant exercise Option. a an as applicable and an granted the be terms of may and payment Plan the Incentive upon Plan to Incentive stock shares subject more Omnibus or common one purchase the to of Individual under Eligible an granted entitles Option Each SARs and Options its of Awards or offering, company rights the share consolidation, affecting event shares, dividend, structure. capital similar reorganization, or share arrangement, or property combination, split, liquidation, of share share merger, acquisition a split, of recapitalization, delivery share event and the circumstances, reverse of issuance certain in in for Plan, price securities including Incentive reserved Omnibus exercise of number securities the aggregate under of kind the the kind and and Awards, to and number outstanding to made the subject Awards, be outstanding may Adjustments Adjustments trading five the during date. of agreement such preceding share grant immediately designated days per applicable exchange stock price the date, the on in trading particular Ovintiv “Fair of any average Plan, stock to common weighted Incentive respect Omnibus volume with the the means, of Value” terms Market the to Subject h feto nEiil niiulspro fasneor agreement. absence as grant is of applicable Eligible PSUs the period Individual’s in Eligible forth Individual’s the such set on Eligible service to an of termination of delivered effect of The actually shares the thereof. are settlement of to in shares Individual such respect stock until with PSUs the have common shareholder by will represented a awarded stock are common as PSUs rights grant whom the to no applicable upon Individual Eligible conditioned the An Individual. is Eligible applicable PSUs and the of the of of service Plan conditions continued vesting and The Incentive by terms agreement. the Omnibus with determined the accordance the in on criteria vest agreement. grant PSUs applicable depending the performance performance in forth vary set designated and of Committee will a over settled The period Committee. achievement PSUs stock, the common of company’s of of discretion shares sole of the number Value amount in cash Market determined a Fair as or stock stock the common common to of of equal shares shares in settled in are denominated that Awards are PSUs PSUs of Awards or agreement. absence as grant is of applicable Eligible RSUs the period Individual’s in Eligible forth Individual’s the such set on Eligible service to an of termination of delivered effect of The actually shares the thereof. are settlement of to in shares Individual such respect stock until with RSUs the have common shareholder by will represented a awarded stock are common as RSUs rights grant whom the to no applicable Individual upon Eligible conditioned the An Individual. is Eligible applicable and RSUs the of of of service Plan continued conditions vesting and The Incentive terms agreement. the Omnibus with accordance the in vest a RSUs of Committee. the Value determined of Market as discretion stock, Fair sole common the the common of in to of shares equal of shares amount number of specified cash number stock a specified common or a of stock in shares settled in are denominated that Awards are RSUs RSUs of Awards etn fRsrce tc scniinluo the upon criteria performance and of conditional Committee. the achievement Individual by the determined is Eligible to as applicable subject Stock be the may of Restricted service continued of stock. common TSX of Vesting to shares subject the vote and, to Stock, dividends right Restricted receive the the series approval, to of or right grant subject class the the the is including applicable holding rights that the company in stock all common the the Stock, have, of of Restricted shareholder of will of a shares her Individual of terms or Eligible his of the applicable respect the and to agreement, Subject foregoing the Committee. certain during the or the by Stock pledge to determined Restricted transfer, period subject of assign, restriction common sell, shares Individual, to encumber of Eligible ability otherwise shares the an actual on to restrictions are issued Stock stock Restricted of Shares Stock Restricted of Awards vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 65

ADDITIONAL INFORMATION 66 ADDITIONAL INFORMATION Š vni n./ Inc. Ovintiv h omte a mn,atro icniu the shareholder (a) discontinue without Award any time that: or of to however provided terms time approval; alter the from amend thereunder amend, or granted Plan may Incentive Omnibus Committee The expressly or is or value transfer Amendments trust a such no members, of if means for family Committee. by the otherwise, by permitted or participant, participant’s or indirectly partnership or a such directly stock whether “incentive to by an may and SAR not consideration, transferred as a descent or designated agreement are of grant be not applicable laws the purposes). is Plan under settlement option” that by estate Option Incentive or for An otherwise will Omnibus (or by distribution the except transferable under Awards jurisdictions Transferability of laws be Canada. (d) or applicable States and is United award, with the by that such than comply of stock other determined grant common to the value of of to designed shares time a the of subject at with number other specified or a be or units to, share in, (b) reference deferred stock, denominated stock, phantom awards of common form be the the (c) on of in conditions, based service-based amounts shares and/or of performance-based thereafter, otherwise of or or grant cash value Omnibus of to in and time stock payment the the common or terms at of either shares of such actual Individuals, may: of Eligible terms which transfer to determine, the may involve the subject Committee (a) the as and with Plan equity-related Incentive Incentive amounts consistent Omnibus or the such the conditions Plan, in in equity-based Incentive described Plan Omnibus otherwise grant not the awards of may terms Committee the to Subject grant applicable Awards the Share-Based Other in forth set or as of absence shares is agreement. of Individual’s Stock period Eligible such Individual’s Restricted on Eligible service of an termination of effect The ii. any: for of necessary i. shares proxy is by shareholders the or of of person meeting in a majority at present a Ovintiv of of stock holders common the of approval mnmn htwudrdc h xrieprice SAR; or exercise Awards Option the an reduce of to would of that pursuant amendment Plan; shares Incentive Omnibus of issuable the under number granted stock maximum the common in increase 01POYSTATEMENT PROXY 2021 h mut rsne nti ceueAhv been have A Schedule Consolidation. Share this the of effects in the reflect to presented adjusted amounts with The accordance Consolidation Share in and and 2019 0.62% calculated was 31, Omnibus Manual, Company the respectively. as TSX December 2.5%, of the of rate 613(p) ended burn Plan, Section annual years the Incentive 2020, fiscal 31, December the For Rate Burn (b) viii vii. vi. v. iv. iii. desl leso mar h ihso h odrin holder which the of Award. discontinuation rights granted any previously the a for of impairs or respect obtained or is alters holder alteration adversely Award the amendment, of consent the mnmn o hc hrhle prvlis approval shareholder which for amendment . mnmn oteOnbsIcniePlan’s Incentive Omnibus Omnibus the or provisions; amendment the to on in amendment contained insider Plan; limits Incentive the limit exceeds or participation the removes that amendment increase Plan; in Incentive Omnibus contained the participation director to non-employee the by amendment contemplated is Plan; Incentive what assignment Omnibus beyond or transfer Awards the of permit to any amendment of term maximum the Award; extend to amendment h S rteNS,a plcbe rany or applicable, as NYSE, the of and policies or law; applicable or TSX rules the the under required otherwise audbsdo h ifrnebtentesrk rc and price strike is the amount between Such of difference cash. the shares receive on purchase based to instead valued Option to have her and or stock ESOP his common surrender exercise the to to holder right Option under the the entitle vested outstanding that TSARs and exercise associated until granted may vest Options to holder continue Options date. Option retirement expiry unvested Option or the the any death of and 60, not event Options, the do age In date retirement cancelled. the after or are of death and as employment, of unvested vest expiry of any are Option In termination that or the Options. Options of or unexercised the any death date vested events, until any these such of has any exercise from holder to event exercise months Option date six to the the of 60, date 60 earlier In age of expiry before Options. earlier Option retirement the unexercised the until or or vested has death days by holder than trading Option (other the employment second retirement), of the termination third Upon the on first on 40% 30% the additional grant. on the an additional of and 30% anniversary grant, an vest the are of five Options grant, anniversary for date. of exercisable 2015 grant are date. anniversary the date grant February such from the from to years years prior in seven the granted of Options period commencing with a for exercisable the granted agreement and in Options terms out grant set the corresponding are eligible determine which recipient. and to granted, Board HRC time Options ESOP the the of to requirements, conditions time and regulatory from to Committee granted outstanding Subject be and employees. issued may basis). total non-diluted Options a any on the (calculated and stock of common ESOP of 10% the shares Ovintiv under exceed of time, to arrangement cannot any issuable compensation or security-based at other period, Ovintiv, one-year to of issued any the insiders stock within common that mirror of insiders, Manual, shares Ovintiv Company generally of TSX aggregate the that the in provide out provisions set restrictions includes insider ESOP rights The appreciation ESOP. the stock also under tandem granted Committee Options and attach to HRC (“TSARs”) ESOP to The the discretion the thereunder. interpret has and to granted Committee authority Option HRC full any the have by which administered outstanding Board is of ESOP number The date. total such 0.5% at the representing stock common of options ESOP, of Options shares respectively, additional the 1,341,470 0%, zero under were and and issuance there for ESOP 2020, available the 31, under December outstanding of As been employees, has Canadian- shareholders. ESOP our shareholders. eligible eligible The by to approved our executives. granted of including of are employees, Options based those interests ESOP, with the the executives, Under our align in interest including proprietary and a encourage to Ovintiv designed is ESOP The Option Stock Employee Plan – Terms Key of Description B Schedule h mut nti ceueBhv enajse to adjusted been have 0%, B Consolidation. and Share Schedule the 0% of this effects the in 0.092%, reflect amounts was of The Manual, the 613(p) of Section Company rate with respectively. burn accordance TSX annual in 31, the the calculated December 2020, as 2018, 31, 31, ESOP, December December and ended year 2019 fiscal the For • • • • • any of • respect in required to: the • relates that to ESOP is the of granted amendment approval previously Shareholder Option ESOP. any the under amendment holder under affect Option such adversely rights no holders, in Option however, ESOP of the consent provided, the the period part; terminate without may, or in blackout suspend or the amend, whole may of Board day The 10 last extended the is Period”). Extension period from split, days (“Blackout exercise business similar days the 10 period, within business other dividend, blackout or a during or certain after expires stock Option stock an in or common Where of ESOP, a combination change. shares corporate the consolidation, of as the exchange merger, under and such Option be recapitalization, issuance may an that an stock circumstances, of for common of exercise of shares reserved price upon of to exercise number delivered holder maximum stock the common Option of to shares an of made number the she be Option, or may he stock Option. Adjustments holder’s an common of of of Option exercise shareholder through shares a acquired the as to has rights respect by has with only death Ovintiv holder is on Option and An holder except estate. Option the assignable, by exercised not be only can common reserved Option of stock An common shares ESOP. of common the of shares under of issuance the number is for to shares such TSAR returned underlying and are a stock the optioned forfeited Where of to is surrendered. number stock right case the stock the each by common exercised, In multiplied of used. the is on shares the is price TSX date, day stock the such on such trading stock to common preceding prior prior of days granted immediately shares trading of TSARs five price for the closing on and TSX shares vesting, the of to on VWAP the stock 2015, common February of after granted TSARs for mnmnswihrqiesaeodrapoa under approval shareholder (other law. applicable require Options which or eligible of holder); amendments Option transferability an as of the death upon for directors than allowance non-executive any ESOP; Extension of the under Blackout participants inclusion the the of the the length under the beyond permitted Period; to Option as extension an any except of Period; date, term Extension Blackout the expiry and of cancellation original or extension price any exercise Options; stock the of common reissue in of reduction shares any ESOP; of the under number issuance for the reserved in increase any vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 Š 67

ADDITIONAL INFORMATION 68 ADDITIONAL INFORMATION Š vni n./ Inc. Ovintiv gis te opne nteidsr,adaean are and industry, the and of in measure periods a companies across as other performance investors its financial against and and are Company operating measures acquisitions the these in to net believes Flow useful excluding Management Cash Free expenditures, Non-GAAP divestitures. Non-GAAP is and capital assets. Flow) of of Cash sale Free excess working (or on non-cash Flow tax cash in Cash in current change as change and net defined net liabilities, capital excluding is and activities assets Flow) operating other Cash in) (or (used from Flow Cash These Non-GAAP Flow Cash measures. Free Non-GAAP and, Flow, Cash non-GAAP Non-GAAP GAAP U.S. considered any by have are prescribed not do as therefore, Statement meaning Proxy this standardized year in GAAP”). with measures (“U.S. conformity the principles Certain in accounting presented accepted for generally are U.S. 2020 statements 31, December financial ended consolidated Ovintiv’s Measures Non-GAAP Regarding Advisory C Schedule 2 hsmauei sda nitra ercfrtecmaysScorecard. company’s the for costs. metric incentive internal long-term an capitalized as and used costs is incentive measure long-term This settled cash excludes adjustments Other (2) (1) o-APFe ahFo,icuigOhrAdjustments Other including Flow, Cash Free Non-GAAP Adjustments Other Flow Cash Free Non-GAAP Flow Cash Non-GAAP back): (Add Deduct Activities Operating in) (used From Cash $millions) ($ es aia expenditures capital Less: assets of sale on tax Current capital working non-cash in change Net liabilities and assets other in change Net 01POYSTATEMENT PROXY 2021 (1) (2) ,Mngmn’ icsinadAayi fFinancial of Analysis 75. certain page and on Operations of of Discussion Results Item and II, Condition Part the Management’s in calculation in 10-K Form referenced on 7, also Report the and Annual is 2020 management Flow Company’s in Company’s Cash Non-GAAP the along employees. for measures, used, targets to be performance other may cash other measures meet generate to with These and to debt obligations. service ability financial to Company’s programs, capital the finance of indication non-GAAP to references This contains GAAP. follows: U.S. measures as under Statement measures similar reported as viewed measures to Proxy be for not comparable should substitute and a be companies other by not presented may measures 1,895 1,736 2020 1,929 (173) 193 193 139 – – eivsti esr sueu oteCmayadits and Company the to useful is Management gains/ measure gains/losses. asset other this gains/losses, and believes exchange of divestitures on before on foreign gains/losses accretion losses (loss) management, unrealized impairments, earnings interest, risk DD&A, obligation, net retirement current 12-month taxes, the is trailing EBITDA income including Adjusted as Net equivalents. debt, measure cash EBITDA. defined long-term non-GAAP and Adjusted cash as a less by portion, defined is divided is Debt EBITDA Debt Net Adjusted as to calculated Debt Net EBITDA Adjusted to Debt Net e ett dutdEID (times) EBITDA Adjusted to Debt Net EBITDA Adjusted (Deduct) back Add (Loss) Earnings Net Debt Net $millions) ($ noetxepne(recovery) expense tax Income net losses, (gains) Other net divestitures, on loss (Gain) net loss, (gain) exchange Foreign management risk on losses (gains) Unrealized Interest obligation retirement asset of Accretion Impairments amortization and depletion Depreciation, equivalents cash and Cash Less: portion current including debt, Long-term 00Ana eoto om1- nPr I tm7, Financial Item of II, Part Analysis in 77. page on 10-K and Operations of Company’s Form Results the and Discussion Condition on other in referenced Report with Management’s also Debt Annual is Net along 2020 employees. EBITDA the and Adjusted targets used, management performance financial to and Company’s certain other is of the leverage calculation and for the measure debt financial in its measures, This of service measure to obligations. ability a Company’s as investors vni n./ Inc. Ovintiv 01POYSTATEMENT PROXY 2021 (6,097) 5,580 2,250 6,885 6,875 2020 1,834 204 367 (55) 371 3.1 29 10 17 - Š 69

ADDITIONAL INFORMATION 70 ADDITIONAL INFORMATION Š vni n./ Inc. Ovintiv piiainadCroaeadOhrsegments, Other Market impairments, the amortization, and and from Corporate depletion expenses and depreciation, operating expenses operating Optimization include total items as non-cash which and expected calculated costs operating current is non-upstream excluding and It and losses. costs long-term and expense of credit restructuring transportation impact costs, operating production, the incentive upstream excluding of upstream expense, summation taxes, administrative expense, the other as processing and defined is mineral Costs Total Costs Total 2 hsmauei sda nitra ercfrtecmaysScorecard. company’s the for costs. metric indirect internal capitalized an includes as and used taxes is other measure and This mineral production, excludes adjustments Other (2) (1) te Adjustments Other Costs Total back): (add Deduct Expenses Operating Total oa ot,icuigOhrAdjustments Other including Costs, Total $millions) ($ urn xetdcei losses credit expected Current costs Restructuring costs incentive Long-term obligation retirement asset of Accretion Impairments amortization and depletion Depreciation, expense operating other & Corporate expenses operating optimization Market 01POYSTATEMENT PROXY 2021 (1) (2) om1- nPr I tm7 aaeetsDsuso and on Discussion Operations Management’s of Results 7, 76. and page Item Condition on Financial II, a Report of Part Annual as Analysis 2020 in investors Company’s 10-K the its Form in and Costs referenced Total also Company periods. is across the efficiency is this operational to of Costs credit believes measure useful Total Management expected basis, is volumes. BOE measure production current per by a and on divided presented costs When losses. incentive restructuring long-term obligation, costs, retirement asset of accretion 11,484 5,580 2,296 2020 1,608 1,834 2,313 (17) 90 29 (2) 31 1 Notice of Meeting of Shareholders 2021

Purpose of the Meeting Your Vote is Important The 2021 Annual Meeting of Shareholders (the “Meeting”) of Ovintiv Inc. (“Ovintiv”) will be held on You can vote your shares of Ovintiv common stock in April 28, 2021 at 10:00 a.m. (Mountain Time) via live any of the following ways: webcast at www.virtualshareholdermeeting.com/ovv2021. ONLINE At the Meeting, shareholders will be asked to vote on the Before the Meeting you may vote your shares following proposals: through the Internet by following the directions on your proxy card or Notice of Internet Recommendation Availability of Proxy Materials. Internet voting is available 24 hours a day. To vote online, you Item 1 • Election of Directors FOR each will need the control number located on your director nominee proxy card or Notice of Internet Availability of nominated herein Proxy Materials. Item 2 • Advisory Vote to Approve FOR Compensation of Named PHONE Executive Officers Call 1-800-690-6903 from a touch-tone phone and follow the voice instructions. To vote by Item 3 • Ratify FOR phone, you will need the control number PricewaterhouseCoopers LLP located on your proxy card or Notice of as Independent Auditors Internet Availability of Proxy Materials. By logging into our webcast, you will be able to hear our presentation and vote on all of the proposals to be MAIL considered at the Meeting. If you received a proxy card by mail, you can complete, sign and date the form and return it Record Date by mail using the postage-paid envelope included in your package. Shareholders at the close of business on March 4, 2021 (the record date of the Meeting) are entitled to receive AT THE MEETING notice of, and vote at, the Meeting and any adjournments Shareholders as of March 4, 2021 can vote at or postponements thereof. As of the Record Date, there the Meeting by visiting were 261,043,794 shares of Ovintiv common stock www.virtualshareholdermeeting.com/ issued and outstanding. ovv2021. To vote at the Meeting, you will need The Notice of Internet Availability of Proxy Materials is the control number included on your proxy being mailed to shareholders on or about March 18, 2021. card or Notice of Internet Availability of Proxy Materials By Order of the Board of Directors, If you are a non-registered shareholder, please refer to the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you to vote in advance of the Meeting.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY JOANNE L. COX OF PROXY MATERIALS The Securities and Exchange Commission’s “Notice and Access” rule Executive Vice-President, General Counsel & Corporate permits Ovintiv to deliver a Notice of Internet Availability of Proxy Materials Secretary to shareholders in lieu of paper copies of the company’s Proxy Statement, Ovintiv Inc. Annual Report on Form 10-K and related materials (collectively, the “Proxy Materials”). The Notice of Internet Availability of Proxy Materials provides March 12, 2021 instructions as to how shareholders can access the Proxy Materials through the Internet or, alternatively, request printed copies of the Proxy Materials be sent to them by mail. Any questions and requests for assistance may be directed to:

Strategic Shareholder Advisor and Proxy Solicitation Agent:

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