
Cenovus Energy Inc.
Annual Meeting of Shareholders
April 26, 2017
Report of Voting Results
(Pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations)
The following matters were voted on at the Annual Meeting of Shareholders of Cenovus Energy Inc. (the “Corporation”) held on April 26, 2017 in Calgary, Alberta. Each matter voted on is described in greater detail in the Corporation’s 2017 Management Information Circular which is available atcenovus.com.
1. Appointment of Auditors On a vote by a show of hands, PricewaterhouseCoopers LLP, Chartered Professional Accountants, were reappointed as auditors of the Corporation.
2. Election of Directors On a vote by ballot, each of the following eleven nominees proposed by management were elected directors of the Corporation:
| | | | | | | | |
Nominee | | Votes For | | Votes Withheld |
| | Number | | Percent | | Number | | Percent |
| | | | |
Susan F. Dabarno | | 538,584,625 | | 87.83% | | 74,626,583 | | 12.17% |
| | | | |
Patrick D. Daniel | | 537,895,307 | | 87.72% | | 75,316,195 | | 12.28% |
| | | | |
Ian W. Delaney | | 536,731,302 | | 87.53% | | 76,478,235 | | 12.47% |
| | | | |
Brian C. Ferguson | | 536,650,354 | | 87.51% | | 76,560,854 | | 12.49% |
| | | | |
Steven F. Leer | | 536,895,053 | | 87.55% | | 76,316,155 | | 12.45% |
| | | | |
Richard J. Marcogliese | | 538,133,532 | | 87.76% | | 75,076,004 | | 12.24% |
| | | | |
Claude Mongeau | | 538,594,552 | | 87.83% | | 74,616,656 | | 12.17% |
| | | | |
Charles M. Rampacek | | 534,832,174 | | 87.22% | | 78,379,033 | | 12.78% |
| | | | |
Colin Taylor | | 538,053,072 | | 87.74% | | 75,156,758 | | 12.26% |
| | | | |
Wayne G. Thomson | | 536,784,027 | | 87.54% | | 76,427,181 | | 12.46% |
| | | | |
Rhonda I. Zygocki | | 539,278,454 | | 87.94% | | 73,933,081 | | 12.06% |
3. Non-Binding Advisory Vote on the Corporation’s Approach to Executive CompensationOn a vote by ballot, an advisory resolution was passed to accept the Corporation’s approach to executive compensation.
| | | | | | |
Votes For | | Votes Against |
Number | | Percent | | Number | | Percent |
| | | |
492,168,677 | | 80.23% | | 121,304,936 | | 19.77% |