Cenovus Credit Agreement

In accordance with the final agreement, Husky shareholders will receive 0.7845 cenovus shares plus 0.0651 cenovus shares in exchange for each of Husky`s common shares. This represents a 21% premium excluding warrants over Husky`s volume-weighted average price per share on October 23, 2020. Including warrants, the premium is 23%. While the transaction was originally conceived as a consolidation of the market, which led to a negotiated proportional ownership rate, the stocking values have been different over the due diligence period over the past few months. This resulted in a premium for husky shareholders based on current stock prices. In addition to the voting support agreements, Hutchison Whampoa Europe Investments LLP and L.F. Investments LLP have each entered into a separate status quo agreement with Cenovus, which will enter into force on the date of conclusion, under which they will be subject to certain coordination requirements, broadcasting limitations and other status quo restrictions for up to five years after the conclusion of the transaction. All other shareholders who hold 5% or more of the merger company at the close of the transaction and who do not have similar rights also benefit, upon request, from the usual registration and pre-emption rights. The Board of Directors of Cenovus and Husky unanimously approved the agreement and supports the transaction. Details of the transaction will be contained in a joint newsletter that Cenovus and Husky intend to send to their respective shareholders by mid-November.

The special meetings of the two companies are scheduled to take place in December. The combined company`s fund flow profile supports investment degree credit ratios and lower cost of capital through the commodity price cycle. At the close, the combined entity is expected to have sufficient liquidity, with $8.5 billion in unused and no borrowing maturities committed until 2022. The transaction is structured by a plan of arrangement for Husky`s securities under the Business Corporations Act (Alberta) and is subject to the approval of at least two-thirds of the shareholders subject to the vote of Husky`s common shares. Hutchison Whampoa Europe Investments, which owns 40.19% of Husky`s common shares, and L.F. Investments LLP, which owns 29.32% of Husky`s common shares, each entered into a no-show voting support agreement with Cenovus, under which each has committed to choose all of its Husky common shares, representing a total of approximately 70% of Husky`s common shares. , in favour of the transaction at the special husky shareholders` meeting. In addition, Husky will win the approval of at least two-thirds of the votes of outstanding Husky preferred shareholders who vote together as a class.