HAMMERHEAD ENERGY INC.
Report of Voting Results Pursuant to Section 11.3 of
National Instrument 51-102 - Continuous Disclosure Obligations
In respect of the annual meeting of holders of Class A common shares ("Common Shares") of Hammerhead Energy Inc. (the "Corporation") held on June 8, 2023 (the "Meeting"), the following sets forth a brief description of each matter which was voted upon at such Meeting and the outcome of the vote.
| Votes by Ballot | |||||||
| Description of Matter | Outcome of Vote | Votes For | Votes Against / Withheld | ||||
| 1. | An ordinary resolution fixing the number of directors to be elected at the Meeting at eight (8). | Passed | 81,523,134 (100.00%) | 183 (0.00%) | |||
| 2. | An ordinary resolution approving the election of each of the following nominees to serve as directors of the Corporation until the next annual meeting of shareholders, or until their successors are duly elected or appointed: | ||||||
| (a) Bryan Begley | Passed | 81,582,240 (100.00%) | 185 (0.00%) | ||||
| (b) J. Paul Charron | Passed | 81,582,240 (100.00%) | 185 (0.00%) | ||||
| (c) A. Stewart Hanlon | Passed | 81,346,072 (99.71%) | 236,353(0.29%) | ||||
| (d) Michael Kohut | Passed | 81,366,645 (99.74%) | 215,780 (0.26%) | ||||
| (e) James AC McDermott | Passed | 81,582,240 (100.00%) | 185 (0.00%) | ||||
| (f) Jesal Shah | Passed | 81,366,645 (99.74%) | 215,780 (0.26%) | ||||
| (g) Scott Sobie | Passed | 81,366,645 (99.74%) | 215,780 (0.26%) | ||||
| (h) Robert Tichio | Passed | 81,346,072 (99.71%) | 236,353 (0.29%) | ||||
| 3. | An ordinary resolution approving the appointment of Ernst & Young LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and authorizing the Board of Directors to fix their remuneration as such. | Passed | 81,590,217 (99.97%) | 20,727 (0.03%) | |||
| 4. | A special resolution approving a reduction of the stated capital of the Common Shares of the Corporation, as more particularly described in the management information circular - proxy statement of the Corporation dated May 1, 2023 (the "Information Circular"). | Passed | 81,580,962 (100.00%) | 1,463 (0.00%) | |||
| 5. | An ordinary resolution ratifying the Corporation's share option plan, as more particularly described in the Information Circular. | Passed | 81,365,337 (99.73%) | 217,088 (0.27%) | |||
| 6. | An ordinary resolution ratifying the Corporation's equity incentive award plan and the previous grant of restricted share awards made thereunder, as more particularly described in the Information Circular. | Passed | 81,364,852 (99.73%) | 217,573 (0.27%) | |||
Dated at Calgary, Alberta, this 8th day of June, 2023.