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Notice of Annual Meeting of Shareholders

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Notice of Annual Meeting of Shareholders Notice of Annual Meeting of Shareholders You are invited to the Husky Energy Inc. Annual Meeting of Shareholders When Wednesday, May 7, 2014, 10:30 a.m. (Calgary time) Where Palomino Room, BMO Centre, 20 Roundup Way, S.E., Calgary, Alberta Webcast A live webcast of the meeting will be available at www.huskyenergy.com Business of the Annual Meeting of Shareholders 1. To receive the annual report of the Board of Directors to the shareholders and the consolidated audited financial statements of the Corporation for the fiscal year ended December 31, 2013; 2. To elect the Board of Directors for the ensuing year; 3. To appoint KPMG LLP, Chartered Accountants, of Calgary, Alberta, as auditors of the Corporation; and 4. To transact such other business as may be properly brought before the Meeting, or any adjournment or adjournments thereof. You have the Right to Vote Only shareholders of record at the close of business on March 18, 2014 are entitled to notice of and to attend the Meeting, or any adjournment or adjournments thereof, and to vote thereat. Important Information Your participation at the Meeting is important. If you do not expect to attend in person and would like your Common Shares represented, please complete the enclosed proxy and return it as soon as possible in the envelope provided for that purpose. To be valid all proxies must be deposited at the office of the Registrar and Transfer Agent of the Corporation, Computershare Trust Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 (Attention: Proxy Department), no later than 10:30 a.m. (Calgary time) (12:30 p.m. Toronto time) on May 5, 2014, or on the second last business day preceding any adjournment of the Meeting. By Order of the Board of Directors James D. Girgulis Senior Vice President, General Counsel & Secretary Calgary, Alberta, Canada March 6, 2014 Management Information Circular Table of Contents VOTING QUESTIONS AND ANSWERS................................................................................................................. 1 PRINCIPAL HOLDERS OF VOTING SECURITIES ............................................................................................ 3 BUSINESS OF THE MEETING ................................................................................................................................ 3 CONSOLIDATED FINANCIAL STATEMENTS ................................................................................................................. 3 ELECTION OF DIRECTORS ........................................................................................................................................... 3 APPOINTMENT OF AUDITORS ................................................................................................................................... 24 OTHER MATTERS TO BE ACTED UPON ...................................................................................................................... 24 EXECUTIVE COMPENSATION............................................................................................................................ 24 COMPENSATION DISCUSSION AND ANALYSIS .......................................................................................................... 24 TOTAL COST OF COMPENSATION ............................................................................................................................. 32 COMPENSATION GOVERNANCE ................................................................................................................................ 32 PERFORMANCE GRAPH ............................................................................................................................................. 33 SUMMARY COMPENSATION TABLE .......................................................................................................................... 34 OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS .................................................................. 35 INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR ........................................................ 36 OPTIONS EXERCISED DURING THE YEAR .................................................................................................................. 36 PENSION ALTERNATIVES PROGRAM ......................................................................................................................... 36 EMPLOYMENT AGREEMENTS ................................................................................................................................... 37 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ................................................... 38 REPORTS OF COMMITTEES ............................................................................................................................... 39 AUDIT COMMITTEE REPORT..................................................................................................................................... 39 COMPENSATION COMMITTEE REPORT ...................................................................................................................... 42 CORPORATE GOVERNANCE COMMITTEE REPORT .................................................................................................... 43 HEALTH, SAFETY AND ENVIRONMENT COMMITTEE REPORT ................................................................................... 44 ADDITIONAL INFORMATION ............................................................................................................................. 44 SCHEDULE A - STATEMENT OF CORPORATE GOVERNANCE PRACTICES APPENDIX 1 – BOARD OF DIRECTORS MANDATE Husky Energy Inc. Annual Meeting of Shareholders To Be Held on May 7, 2014 Management Information Circular This Management Information Circular (Circular) is furnished in connection with the solicitation of proxies by the management of Husky Energy Inc. (Husky or the Corporation) for use at the annual meeting of the holders of common shares (the Common Shares) of the Corporation to be held on the 7th day of May, 2014 at 10:30 a.m. (Calgary time), or at any adjournment or adjournments thereof (the Meeting), for the purposes set forth in the Notice of Annual Meeting of Shareholders. Enclosed with this Circular is a form of proxy (Proxy) for use at the Meeting. Each shareholder who is entitled to attend at meetings of shareholders is encouraged to participate in the Meeting and shareholders are urged to vote in person or by proxy. Concurrently with the mailing of this Circular to shareholders, a copy of the Corporation’s 2013 Annual Report, containing the consolidated financial statements of the Corporation that will be presented at the Meeting, is being mailed separately to shareholders. The information contained in this Circular is given as of the 6th day of March, 2014, except where otherwise indicated. Voting Questions and Answers Am I entitled to vote? You are entitled to vote if you were a holder of Common Shares as of the close of business on March 18, 2014. Each Common Share entitles the holder to one vote. What am I voting on? You are voting on the following business matters that are to be addressed at the Meeting: the election of directors to the Board of Directors of the Corporation to serve until the close of the next annual meeting of shareholders; and the appointment of KPMG LLP as auditors of the Corporation, to serve until the close of the next annual meeting. How many votes are required to pass a matter on the agenda? A simple majority of the votes cast, in person or by proxy, is required for each of the matters to be addressed at the Meeting. What if amendments are made to these matters or if other matters are brought before the Meeting? If you attend the Meeting in person and are eligible to vote, you may vote on such matters as you choose. If you have completed and returned a Proxy, the person named in the Proxy will have discretionary authority with respect to voting on amendments or variations to matters identified in the Notice of the Annual Meeting of Shareholders and on other matters which may properly come before the Meeting. As of the date of this Circular, the management of the Corporation knows of no such amendments, variations or other matters expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the Proxy will vote on them in accordance with their best judgment. Who is soliciting my Proxy? The management of Husky is soliciting your Proxy. Solicitation of proxies will be made primarily by mail but may also be made by telephone or other contact by employees or agents of the Corporation at a nominal cost. All costs of such solicitation will be borne by the Corporation, including the cost of delivery of this Circular to beneficial shareholders. How do I vote? There are two ways you can vote your Common Shares if your Common Shares are registered in your name. You may vote in person at the Meeting or you may complete, sign and return the enclosed Proxy appointing the named persons or some other person you choose, who need not be a shareholder, to represent you as proxyholder and vote your Common Shares at the Meeting. If your Common Shares are not registered in your name, but are held in the name of a nominee (usually a bank, trust company, securities broker or other financial institution) you should have received a request for voting instructions (Voting Instruction Form) from your nominee. Please note that Husky has
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