ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This communication contains forward-looking statements or information (collectively, “FLS”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. FLS include: completion of the corporate reorganization, including corporate domicile; timing of the special meeting of securityholders; benefits of the transaction including exposure to increasingly larger pools of investment, alignment with U.S. peers, inclusion in indicies and funds, and demand for our shares; highlights from our transformation, including strategic initiatives, production and capital program; asset composition; and sustainable business model and ability to generate free cash flow and return cash. FLS involve assumptions, risks and uncertainties that may cause such statements not to occur or results to differ materially. These assumptions include: the ability to receive, in a timely manner and on satisfactory terms, required securityholder, stock exchange and court approvals; assumptions contained in our corporate guidance; and expectations and projections made in light of Encana’s historical experience and its perception of historical trends. Risks and uncertainties include: failure to achieve anticipated benefits of the corporate reorganization, including inclusion in certain indicies or funds; receipt of securityholder, stock exchange and court approvals and satisfaction of other conditions; risks relating to the new company following the reorganization; publicity resulting from the reorganization and impacts to the company’s business and share price; risks that certain shareholders may be required to sell or are not permitted to hold our shares following completion of the reorganization; risks outlined in our corporate guidance; changes in or interpretation of laws or regulations; and other risks and uncertainties as described in Encana’s Annual Report on Form10-K and Quarterly Report on Form10-Q, as described from time to time in Encana’s other periodic filings as filed on SEDAR and EDGAR, and as described in the definitive Proxy Statement/Prospectus. Although Encana believes such FLS are reasonable, there can be no assurance they will prove to be correct. The above assumptions, risks and uncertainties are not exhaustive. FLS are made as of the date hereof and, except as required by law, Encana undertakes no obligation to update or revise any FLS. Further, descriptions in this communication are summary in nature and may not fully describe all underlying legal and tax principles of the corporate reorganization. Investors and securityholders are urged to read the Proxy Statement/Prospectus and other relevant documents filed or to be filed with the SEC and Canadian securities regulatory authorities when they become available for details on the corporate reorganization.
----
Headline: Cast Your Vote
Subhead: Vote for the U.S. domicile, new brand and share consolidation.
Our plans to establish a new corporate domicile in the U.S., rebrand with a new name and logo and consolidate our shares on a 1 – for – 5 basis will be voted on at an upcoming Special Meeting of Securityholders on January 14, 2020 at 8 a.m. MT.
If you owned Encana common shares and/or held Encana incentive awards as at the close of business December 9, 2019, you will receive a proxy or voting instruction form in a special meeting materials package. You should receive the materials in the mail at your home address in the next week or two.
The U.S. domicile, new brand and share consolidation must be approved by at leasttwo-thirds of votes cast. Your vote is very important regardless of the number of Encana common shares or incentive awards you own.
How to vote
The Encana Board unanimously recommends that you vote “FOR” the reorganization resolution. Advance voting by registered shareholders and holders of Encana incentive awards must be received by 8 a.m. MT on January 10, 2020. Employees who hold Encana common shares through an employee benefit plan must submit their voting instruction form by 10 a.m. MT on January 7, 2020. Please allow for delivery time for submissions by mail.
Voting options vary depending on whether you are a registered or beneficial shareholder.
Voting options for registered shareholders and holders of Encana incentive awards:
| • | | Internet: Visit www.astvotemyproxy.com and follow the instructions. You will need your13-digit control number on the back of the proxy form. |
| • | | Telephone: Call1-888-489-5760 from a touch-tone phone and follow the voice instructions. You will need your13-digit control number on the back of the proxy form. You cannot appoint a proxyholder via the telephone voting system. |
| • | | Mail: Complete, sign and date your proxy form and return it in the business-reply envelope included in your package. |