BAYTEX ENERGY CORP.
Annual and Special Meeting of Shareholders
held on May 2, 2019
Report of Voting Results pursuant to Section 11.3 of
National Instrument 51-102 – Continuous Disclosure Obligations
This report sets forth a brief description of each matter which was voted upon at the Annual and Special Meeting of holders of common shares of Baytex Energy Corp. ("Baytex") held on May 2, 2019 (the "Meeting") and the outcome of the vote. A detailed description of the business of the Meeting is contained in the Information Circular – Proxy Statement of Baytex dated March 14, 2019 (the "Information Circular").
An aggregate of 251,955,782 common shares of Baytex (being 45.33% of the common shares eligible to be voted at the Meeting) were represented at the Meeting.
The vote on each matter was conducted by ballot. The manner in which the ballots were cast in respect of each matter is set out below.
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| 1. | Ordinary resolution to approve the selection of the following eleven nominees to serve as directors of Baytex for the ensuing year, or until their successors are duly elected or appointed, as described in the Information Circular. |
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Name of Nominee | Votes For | Votes Withheld |
| # | % | # | % |
| Mark R. Bly | 214,507,560 | 96.58 | 7,585,514 | 3.42 |
| Trudy M. Curran | 213,075,208 | 95.94 | 9,017,866 | 4.06 |
| Naveen Dargan | 206,150,120 | 92.82 | 15,942,954 | 7.18 |
| Edward D. LaFehr | 215,007,659 | 96.81 | 7,085,415 | 3.19 |
| Gregory K. Melchin | 203,364,388 | 91.57 | 18,728,686 | 8.43 |
| Kevin D. Olson | 216,639,715 | 97.54 | 5,453,359 | 2.46 |
| David L. Pearce | 213,422,026 | 96.10 | 8,671,048 | 3.90 |
| Neil J. Roszell | 216,636,648 | 97.54 | 5,456,426 | 2.46 |
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| 2. | Ordinary resolution to approve the appointment of KPMG LLP, Chartered Professional Accountants, as auditors of Baytex for the ensuing year and to authorize the directors of Baytex to fix their remuneration. |
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| | | |
| Votes For | Votes Withheld |
| # | % | # | % |
| 247,820,829 | 98.36 | 4,134,444 | 1.64 |
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| 3. | Advisory resolution to accept the approach to executive compensation as disclosed in the Information Circular. |
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| | | |
| Votes For | Votes Against |
| # | % | # | % |
| 129,011,417 | 58.09 | 93,081,652 | 41.91 |
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| 4. | Special resolution to approve the unallocated awards under Baytex’s share award incentive plan |
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| Votes For | Votes Withheld |
| # | % | # | % |
| 172,894,048 | 77.85 | 49,199,021 | 22.15 |
