Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) announced that it has entered into an amending agreement in respect of the arrangement agreement dated August 21, 2025 (as amended, the “Amended Agreement”) to acquire MEG Energy Corp. (TSX: MEG) (“MEG”).

Under the terms of the Amended Agreement, each MEG shareholder will have the option to elect to receive, for each MEG common share, (i) $29.50 in cash; or (ii) 1.240 Cenovus common shares, subject to rounding and pro-ration based on a maximum amount of $3.8 billion in cash and a maximum of 157.7 million Cenovus common shares. The pro-rated consideration represents a mix of 50% cash and 50% Cenovus common shares. On a fully pro-rated basis, the consideration per MEG common share represents approximately $14.75 in cash and 0.620 of a Cenovus common share.

The fully pro-rated consideration for MEG represents a value of approximately $29.80 per MEG share at Cenovus’s closing share price on October 7, 2025, an increase of approximately $1.32 per share based on current market pricing relative to the terms of the original arrangement agreement.

The consideration under the Amended Agreement represents Cenovus’s best and final offer for MEG.

“We received support from the majority of MEG’s shareholders for our transaction. However, many MEG shareholders indicated that they would prefer to receive greater Cenovus share consideration, so that they can more fully participate in the upside of the combined company,” said Jon McKenzie, Cenovus President & Chief Executive Officer. “We listened to these comments and have changed the consideration under our offer to a maximum of 50% cash and 50% Cenovus shares, while increasing the aggregate purchase price. We believe this Amended Agreement delivers compelling and superior value to MEG shareholders and we encourage every MEG shareholder to vote their shares in favour.”

In consideration of Cenovus amending and increasing the consideration for MEG, MEG and Cenovus have also amended the terms of the existing standstill agreement between the parties to allow Cenovus to complete purchases of up to 9.9% of MEG’s outstanding common shares. To the extent Cenovus is able, the company intends to vote any acquired shares in favour of the transaction.

As a result of the lower maximum cash consideration to be issued under the Amended Agreement, if the transaction is approved by MEG shareholders, Cenovus intends to increase planned share repurchases over the coming quarters.

To allow MEG shareholders time to consider and vote on the Amended Agreement, the special meeting of MEG shareholders scheduled for October 9, 2025 has been postponed to October 22, 2025 at 9 a.m. MT (11 a.m. ET). MEG shareholders are encouraged to refer to MEG’s release issued today for further information on voting, submitting consideration elections and deadlines with respect to the new meeting date.

Cenovus confirms that key regulatory approvals have been received from the Canadian Competition Bureau and the United States Federal Trade Commission in respect of the transaction.

About Cenovus Energy Inc.

Cenovus Energy Inc. is an integrated energy company with oil and natural gas production operations in Canada and the Asia Pacific region, and upgrading, refining and marketing operations in Canada and the United States. The company is committed to maximizing value by developing its assets in a safe, responsible and cost-efficient manner, integrating environmental, social and governance considerations into its business plans. Cenovus common shares and warrants are listed on the Toronto and New York stock exchanges, and the company’s preferred shares are listed on the Toronto Stock Exchange.