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Management Information Circular

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Management Information Circular MANAGEMENT INFORMATION CIRCULAR NOTICE OF ANNUAL & SPECIAL MEETING OF SHAREHOLDERS — JUNE 17, 2020 We encourage you to carefully review the enclosed information about MEG and our Annual & Special Meeting of Shareholders. YOUR VOTE MATTERS! ITEMS TO BE VOTED ON ELECTION OF DIRECTORS APPOINTMENT OF AUDITOR CONTINUATION OF SHAREHOLDER RIGHTS PLAN SAY ON PAY THE 2020 ANNUAL & SPECIAL MEETING OF SHAREHOLDERS JUNE 3PM VIRTUAL AGM TO REGISTER AND JOIN GO TO: 172020 MDT WEB.LUMIAGM.COM/160406352 ABOUT MEG We are an energy company focused on sustainable in situ thermal oil production in the southern Athabasca region of Alberta, Canada. MEG transports and sells its thermal oil production to refiners throughout North America and internationally. With proven, proprietary innovative technologies, we are dramatically reducing our energy and water use, capital and operating costs and greenhouse gas intensity. MEG is actively developing enhanced oil recovery projects that utilize steam-assisted gravity drainage (“SAGD”) extraction methods to improve the economic recovery of oil as well as lower carbon emissions. MEG is proud to be part of a vital industry promoting responsible resource development and fuelling our economy. We are a talented team that is passionate to be part of the energy transition, and whose purpose is to be the last ethically, environmentally and economically produced barrel of oil. SUSTAINABLE RESPONSIBLE INNOVATIVE Inaugural Environmental, Social Ongoing technology investment Disciplined capital investment and Governance (ESG) report to improve returns & lowered focused on a strong balance sheet released outlining MEG’s approach greenhouse gas (GHG) intensity to sustainability 20% below in situ industry average Maximized free cash flow, while Successfully reduced debt by $500 50% improvement in well pad land working within mandatory million to achieve significant cost use and zero surface or fresh water government production curtailment savings for the business used in thermal operations 2019 LOOK BACK In response to COVID-19, Preserving financial liquidity and expanded employee health, safety Maintaining business plan flexibility strengthen balance sheet ing and pandemic measures Extending maturities on long-term Long term carbon neutral and Prioritizing diversity and inclusion debt for future stability net zero GHG objectives 2020 LOOK FORWARD CANADIAN ENERGY PRODUCERS ARE AMONG THE MOST RESPONSIBLE IN THE WORLD; MEG IS A LEADER IN ENVIRONMENTAL PERFORMANCE WITHIN THE SECTOR OUR VALUES ESG HIGHLIGHTS HEALTH & SAFETY • MEG’s goal is for all workers to return home safely to their families each day; there were no employee lost time incidents at our Christina Lake Facility in 2019 GREENHOUSE GAS EMISSIONS • Steam-oil ratio and GHG emissions intensity more than 20% below in situ industry average WATER • Zero surface or fresh water used in MEG’s thermal operations LAND USE • SAGD developments require ~75% fewer wells to sustain long-term production versus a comparable tight oil project, driving down costs and surface disturbance • MEG has improved well pad land use by more than 50% to date COMMUNITIES • Over $50M spent on regional and Indigenous businesses to promote economic growth and development in our region MEG’S APPROACH TO SUSTAINABILITY At MEG, sustainability means providing energy to the world in a responsible manner that integrates economic, environmental and social considerations. We work to balance short and long-term interests and improve Shareholder return. Our inherent sustainability advantages as a company include a large resource base, low production decline and a low sustaining cost. The localized nature of MEG’s asset permits MEG to economically develop the resource while minimizing environmental impacts. The longevity of an in situ project supports strong partnerships with nearby local and Indigenous communities for decades to come. MEG is committed to going above and beyond these inherent advantages to provide cleaner energy while maintaining economic competitiveness. We leverage our innovative technology to prioritize safety, minimize our impact on the environment and climate change, and are committed to an inclusive and diverse workforce. In 2019 we took many steps to further our commitments to ESG, including: ESG topics were integrated into MEG’s Enterprise Continued development of ESG Governance Risk Management (“ERM”) system, providing risks structure with full Board engagement and oversight and opportunities for the Board of Directors (Board) to evaluate Expanded social and environmental performance targets An aspirational goal was set to achieve which impact executive and employee compensation net zero GHG emissions Release of MEG’s inaugural ESG report In 2020, MEG will further integrate ESG practices throughout the business, continue to monitor and manage risks and drive more impactful ESG disclosure. GOVERNANCE: OUR APPROACH MEG is committed to delivering value to all its stakeholders, which include Shareholders, employees and community partners. Our plan for following through on this commitment relies on a foundation of strong corporate governance which prioritizes transparency, accountability, ethical conduct and respect in the workplace. ACCOUNTABILITY The responsibility for charting MEG’s course rests with our Board. Our Board is comprised of leaders in the community who bring diverse backgrounds and varied skill sets to the task of stewardship of the Corporation with the ultimate goals of: Preserving and enhancing long-term Confirming the strategic direction of the Corporation, Shareholder value including anticipating, managing and mitigating risks Confirming that the Corporation’s operations are Governing the Corporation to set high environmental undertaken in an ethical, safe and reliable manner standards and confirming its operations are conducted in compliance with all laws and regulations The Board is focused on achieving its goals with integrity while also taking into consideration the interests of a broad range of stakeholders in addition to Shareholders, such as employees, customers, suppliers and community neighbours and partners. The Board meets with multiple levels of management and has access to senior management on a regular basis. The Board relies on the support of four Committees, including: ACCOUNTABILITY CONTINUED All four Committees oversee some part of the Environmental, Social and Governance aspects of our business. To ensure independence of the Board and its Committees, the Board requires that at each Board or Committee meeting the members have the opportunity to meet in-camera, without management present. THE GOVERNANCE & NOMINATING COMMITTEE (GNC) HAS BEEN VERY ACTIVE IN RECENT YEARS IN PROMOTING GOVERNANCE BEST PRACTICES WITHIN THE CORPORATION: Introduced a Diversity Policy to recognize Introduced a “Say on Pay” vote at the the value that all forms of diversity bring to Corporation’s annual general meeting, giving the organization. The Diversity Policy was amended in 2019 to Shareholders the ability to express their approval of, or require that females and males each represent at least 20% of concerns with, the Corporation’s pay practices. The 2018 directors with a goal of reaching 30% following the Corporation’s “Say on Pay” vote passed with 93.07% in favour, and the 2019 annual general meeting in 2020 and maintaining those levels of “Say on Pay” vote passed with 85.41% in favour. diversity as a threshold on the Board in the future. The Board adopted a Tenure Policy which Following a stakeholder engagement process, requires a deemed resignation of any the Board underwent a renewal process to non-management director following the first to occur of: (i) address upcoming Board vacancies and to ensure that the the director reaching the age of 72 years; and (ii) the director Board continued to have the necessary skill sets to guide the having served as a director of the Corporation for 10 years. Corporation towards satisfaction of its strategic objectives. Following a deemed resignation, the GNC makes a recommendation Through this renewal process, the Board was able to to the Board as to whether or not to accept the resignation, enhance the diversity of the skill sets of its members and taking into consideration whether the continued service of it achieved the immediate goal under the Diversity Policy of a the director would be in the best interests of the Corporation minimum of 20% representation by males and females. in light of his/her skills, experience and knowledge of the Corporation’s business. Following the 2020 annual and special meeting and thereafter, if the Corporation’s proposed nominees are elected, the Board will have achieved gender diversity levels with females and males each representing 30% of the Board. In addition, the Board will have achieved 50% renewal since 2018. EXECUTIVE COMPENSATION MEG’s model of executive compensation is The Compensation Committee assists the Board in fulfilling tied to corporate performance in a number of its stewardship with respect to developing compensation ways, including performance on key health, strategies and practices as well as the implementation and management of those strategies and practices. safety and ESG metrics. EXECUTIVE & BOARD COMPENSATION HIGHLIGHTS REDUCED COMPENSATION COSTS • Reduced executive headcount by 43% • Reduced G&A by 18% from 2018 to 2019 • Applied a discretionary reduction of 10 points to corporate performance, reducing short-term incentive payouts ENHANCED CEO PAY FOR PERFORMANCE
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