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MEG Energy Corp. Shareholders, REJECT HUSKY’S OFFER

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MEG Energy Corp. Shareholders, REJECT HUSKY’S OFFER MEG Energy Corp. Shareholders, REJECT HUSKY’S OFFER THE OFFER HIGHLY DO NOT UNDERVALUES DILUTIVE TO MEG TENDER THE COMPANY SHAREHOLDERS YOUR SHARES If you have already tendered your Common Shares to the Husky offer, you can withdraw them by contacting your broker. For assistance, contact Kingsdale at 1.866.228.8614 or [email protected]. This document is important and requires your immediate attention. If you are in doubt as to how to respond to the Husky Offer, you should consult with your investment dealer, broker, bank manager, lawyer or other professional advisor. Inquiries concerning the information in this document should be directed to Kingsdale Advisors, the Information Agent retained by MEG, by North American toll free phone call to 1-866-228-8614 or by e-mail at [email protected]. DIRECTORS' CIRCULAR RECOMMENDING REJECTION of the unsolicited offer by HUSKY ENERGY INC. to purchase all of the Common Shares of MEG ENERGY CORP. for consideration per Common Share, at the election of each holder, of (i) $11.00 in cash; or (ii) 0.485 of a Husky Share The MEG Board unanimously concluded that the Husky Offer significantly undervalues the Common Shares, is not in the best interests of MEG or its Shareholders and recommends that you REJECT the Husky Offer and NOT TENDER your Common Shares NO ACTION IS REQUIRED to REJECT the Husky Offer If you have already tendered your Common Shares to the Husky Offer, you can withdraw your Common Shares by contacting your broker or Kingsdale Advisors, by North American Toll Free Phone Call to 1-866-228-8614 or by email at [email protected]. October 16, 2018 SUMMARY The information set out below is intended as a summary only and is qualified in its entirety by the more detailed information appearing elsewhere in this Directors' Circular. This Directors' Circular should be read carefully and in its entirety as it provides important information regarding MEG and the Husky Offer. Capitalized terms used but not defined in this Summary have the meanings ascribed thereto in Appendix "B" – Glossary to this Directors' Circular. Unanimous Recommendation The MEG Board, on recommendation of the Special Committee, has of the MEG Board: unanimously concluded that the Husky Offer significantly undervalues the Common Shares and is not in the best interests of MEG or its Shareholders. Accordingly, for the reasons described in more detail below, the MEG Board UNANIMOUSLY recommends that you REJECT the Husky Offer and NOT TENDER your Common Shares to the Husky Offer. Reasons for Rejection: The Special Committee and the MEG Board carefully reviewed and considered, together with its external financial and legal advisors and with the benefit of their advice, the Husky Offer. The following is a summary of the principal reasons for the UNANIMOUS recommendation of the MEG Board that you REJECT the Husky Offer and NOT TENDER your Common Shares to the Husky Offer. The Special Committee and the MEG Board believe that: x The Husky Offer is inadequate x The Husky Offer's Share Consideration would expose Shareholders to a company with inferior thermal assets, a higher cost structure and slower growth profile than MEG and a controlling shareholder x MEG's financial advisor, BMO Capital Markets, has determined the Husky Offer is inadequate, from a financial point of view, to Shareholders x The market views the Husky Offer as inadequate x Shareholders agree the Husky Offer is inadequate x Sellside analysts and influential commentators agree that the Husky Offer is inadequate x Superior offers are expected to emerge x The Husky Offer is highly conditional and presents substantial completion risk See "Analysis and Reasons for the MEG Board's Conclusion and Recommendation to Reject the Husky Offer". The Husky Offer: Husky has offered to purchase all of the outstanding Common Shares, together with the associated SRP Rights issued and outstanding under the Shareholder Rights Plan, for consideration per Common Share, at the election of the Shareholder, of: (i) $11.00 in cash; or (ii) 0.485 of a Husky Share, subject to pro- ration. As the Husky Offer is open for acceptance until 5:00 p.m. (Toronto time) on January 16, 2019, there is no need for Shareholders to take any action with respect to the Husky Offer at this time. Shareholders who have tendered Common Shares to the Husky Offer and who wish to obtain advice or assistance in withdrawing their Common Shares are urged to contact their broker or Kingsdale Advisors, the Information Agent retained by MEG, by North American toll free phone call to 1-866-228-8614 or by email at [email protected]. ii Alternatives to the Husky MEG has a robust go-forward business plan that it believes will generate Offer: significant free cash flow and Shareholder value, based on MEG's ownership of high quality SAGD assets. In addition, under the supervision of the Special Committee, MEG's management, with the assistance of its financial and legal advisors, intends to conduct a formal process to explore a full range of strategic alternatives, which may include a merger or partnership with strategic or financial partners, a sale reflecting full and fair value for Shareholders, an acquisition by MEG or the maintenance of the status quo, with a view to maximizing value for all Shareholders. MEG is in the process of establishing a comprehensive data room which will be available to interested parties wishing to transact with MEG that execute a confidentiality agreement. While it is impossible to predict whether any compelling proposals will emerge from these efforts and discussions, the MEG Board believes that MEG and its business are potentially very attractive to other parties in addition to Husky. Rejection of the Husky Offer The directors and officers of MEG have indicated their intention to REJECT the by Directors and Officers: Husky Offer and NOT TENDER their Common Shares to the Husky Offer. iii QUESTIONS AND ANSWERS ABOUT THE HUSKY OFFER Capitalized terms used but not defined herein have the meanings ascribed thereto in Appendix "B" – Glossary to this Directors' Circular. Q: Should I accept the Husky Offer? A. NO. The MEG Board, on recommendation of the Special Committee, has unanimously concluded that the Husky Offer significantly undervalues the Common Shares and is not in the best interests of MEG or its Shareholders. The MEG Board UNANIMOUSLY recommends that Shareholders REJECT the Husky Offer and NOT TENDER their Common Shares. Members of the MEG Board and officers of MEG do NOT intend to tender their Common Shares to the Husky Offer, which the MEG Board views as offering insufficient consideration to Shareholders. Q. How do I reject the Husky Offer? A. You do not need to do anything. DO NOT TENDER your Common Shares. If you are contacted by Husky or its information or solicitation agent, DO NOT TENDER your Common Shares or complete any documents that Husky or its agents may provide you. Q. Can I withdraw my Common Shares if I have already tendered? A. YES. You can withdraw your Common Shares: (a) At any time before your Common Shares have been taken up by Husky under the Husky Offer; (b) At any time before the expiration of 10 calendar days from the date upon which either: (i) a notice of change relating to a change which has occurred in the information contained in the Husky Circular, or any notice of change or notice of variation, in either case, that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Husky Offer (other than a change that is not within the control of Husky or of an affiliate of Husky unless it is a change in a material fact relating to the Husky Shares), in the event that such change occurs before the Expiry Time or after the Expiry Time but before the expiry of all rights of withdrawal in respect of the Husky Offer; or (ii) a notice of variation concerning a variation in the terms of the Husky Offer (other than a variation consisting solely of an increase in the consideration offered for the Common Shares under the Husky Offer where the Expiry Time is not extended for a period greater than 10 calendar days); is mailed, delivered, or otherwise properly communicated, but subject to abridgement of that period pursuant to such order or orders as may be granted by applicable courts or regulatory authorities and only if such deposited Common Shares have not been taken up by Husky at the date of the notice; or (c) If your Common Shares have not been paid for by Husky within three business days after having been taken up by Husky. iv Q. How do I withdraw my Common Shares? A. For information on how to withdraw your Common Shares, MEG recommends you contact your broker or Kingsdale Advisors, the Information Agent retained by MEG, by North American toll free phone call to 1- 866-228-8614 or by email at [email protected]. Kingsdale Advisors’ contact information is also listed at the end of this Q&A and on the back cover of this Directors' Circular. Q. Why does the MEG Board believe that the Husky Offer should be rejected? A. The MEG Board, on recommendation of the Special Committee, has unanimously concluded that the Husky Offer significantly undervalues the Common Shares and is not in the best interests of MEG or its Shareholders. The MEG Board took into account numerous factors including, but not limited to, the reasons set out below in reaching its UNANIMOUS recommendation that Shareholders REJECT the Husky Offer and NOT TENDER their Common Shares to the Husky Offer:
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