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Appointment of Proxyholder | | | | | | | | |
I/We, being registered holder(s) of common shares of Cenovus Energy Inc. (“Cenovus” or the “Corporation”) hereby appoint: Patrick D. Daniel or failing him, Alexander J. Pourbaix, | | OR | | Enter the name of the person or company you are appointing if this person or company is someone other than | | | | |
| | | | Patrick D. Daniel or Alexander J. Pourbaix, | | | | |
as my/our proxyholder with full power of substitution and to vote in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the annual meeting of shareholders (“Meeting”) of Cenovus to be held in The Metropolitan Conference Centre, Metropolitan Ballroom, 333 4 Avenue S.W., Calgary, Alberta, Canada on Wednesday, April 29, 2020 at 1:00 p.m. Calgary time, and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.
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1. Appointment of Auditor | | ☐ | | ☐ | | |
Appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Corporation.
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| | For | | Withhold | | For | | Withhold | | For | | Withhold | | |
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2. Election of Directors | | | | ------ Fold |
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01. Keith M. Casey | | | | ☐ | | ☐ | | 02. Susan F. Dabarno | | | | ☐ | | ☐ | | 03. Jane E. Kinney | | | | ☐ | | ☐ | | |
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04. Harold N. Kvisle | | | | ☐ | | ☐ | | 05. Steven F. Leer | | | | ☐ | | ☐ | | 6. M. George Lewis | | | | ☐ | | ☐ | | |
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7. Keith A. MacPhail | | | | ☐ | | ☐ | | 8. Richard J. Marcogliese | | | | ☐ | | ☐ | | 9. Claude Mongeau | | | | ☐ | | ☐ | | |
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10. Alexander J. Pourbaix | | | | ☐ | | ☐ | | 11. Rhonda I. Zygocki | | | | ☐ | | ☐ | | | | | | | | | | |
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3. Shareholder Advisory Vote on Executive Compensation | | | | ☐ | | ☐ |
Accept the Corporation’s approach to executive compensation as described in the accompanying management information circular.
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My/our proxyholder has discretionary authority on amendments or variations to the matters set out above and other matters which may properly come before the Meeting and I/we ratify all actions my/our proxyholder takes under this proxy at the Meeting and at any adjournment or postponement thereof. At the date of the Notice of Meeting, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.
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Authorized Signature(s) – This section must be completed for your instructions to be executed. | | | | Signature(s) | | Date | | |
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting.If no voting instructions are indicated above, this proxy will be voted as recommended by management. | | | | | | DD / MM / YY | | |
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Annual Report –Shareholders will receive our annual financial statements and accompanying management’s discussion and analysis (included in the Annual Report), or a notice advising how to access the Annual Report, by mail. Please mark this box if you DO NOT want to receive the Annual Report by mail. | | ☐ | | Interim Financial Reports– Shareholders will not receive our interim financial statements and accompanying management’s discussion and analysis by mail unless specifically requested. Please mark this box if you DO want to receive these documents by mail. | | ☐ |
If you are not mailing back your proxy, you may register online your preference to receive the above financial report(s) by mail at www.computershare.com/mailinglist. Alternatively, you may access all financial reports online at cenovus.com
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