Exhibit 99.1

 

 

Director nominees overview

 

Nominee

Background    experience

Tenure

Committee

Bradley

67

M

Investment and energy

2 years

•

•

•

Casey

59

M

Oil and gas: Refining

6 years

•

•

•

Crothers

63

M

Oil and gas, and energy

2 years

•

•

•

Girgulis

69

M

Oil and gas, and law

2 years

•

•

•

Kinney

68

F

Finance

7 years

•

• Chair

•

•

Kwok

83

F

Investment

5 years

•

•

Little

56

F

Oil and gas: Midstream

3 years

•

•

•

Marcogliese

73

M

Oil and gas: Refining

10 years

•

• Chair

•

Martineau

56

F

Finance

1 year

•

•

•

•

McKenzie (CEO)

58

M

Oil and gas, and energy

3 years

Mongeau (Lead Independent Director)

64

M

Railway

9 years

•

•

• Chair

•

Pourbaix (Chair)

60

M

Oil and gas, and energy

8 years

Sixt

74

M

Investment and telecom

5 years

•

•

Zygocki

68

F

Oil and gas, and energy

10 years

•

• Chair

•

Audit Committee Financial Experts are those nominees who meet the definition of financial expert under Securities and Exchange Commission (SEC) regulations, including demonstrating prior audit or finance experience as a partner of an audit company or CFO of a public company. The Board has also determined that all members of the Audit Committee are financially literate, in accordance with National Instrument 52-110 – Audit Committees.

 

CENOVUS 2026 CIRCULAR		EXECUTIVE SUMMARY | 1

The Meeting

 

Dear Cenovus Shareholder,

Your vote is important to Cenovus and we invite you to attend our fully virtual 2026 annual general meeting (Meeting) at 11:00 a.m. (Calgary time) on Wednesday, May 6, 2026. Connect to the Meeting at this link: https://meetings.lumiconnect.com/400-630-265-895.

You will hear about our key results for 2025 and our plans for the future. You will vote to elect your directors and on other important items of business.

You will have the opportunity to listen to the Meeting live and submit questions to me and the management team.

Please read this document to learn more about the Meeting, our governance practices, our executives’ and directors’ compensation and your director nominees.

If you have questions, please contact our strategic shareholder advisor and proxy solicitation agent, Morrow Sodali (Canada) Ltd. (Sodali & Co), toll-free in North America at 1-833-711-5528 or by email at assistance@investor.sodali.com.

We encourage you to visit our website throughout the year for updated information and to find out more about our business. Our 2025 Annual Report is available on our website at cenovus.com, under Investors. We look forward to seeing you at the Meeting.

Sincerely,

/s/ Alexander J. Pourbaix

Alexander J. Pourbaix

Chair of the Board

 

 

 

CENOVUS 2026 CIRCULAR		THE MEETING | 2

Notice of Meeting

2026 annual general meeting of the shareholders of Cenovus Energy Inc.

 

Date:		May 6, 2026
Time:		11:00 a.m. (Calgary time)
Place:		https://meetings.lumiconnect.com/400-630-265-895

The business of the Meeting is to:

 

1.

Receive the audited financial statements for the financial year ending December 31, 2025.

2.

Appoint PricewaterhouseCoopers LLP as auditor.

3.

Elect directors for the coming year.

4.

Consider and, if deemed fit, approve a non-binding advisory resolution on our approach to executive compensation (say on pay).

5.

Transact any other business as may be properly brought before the Meeting.

You have a right to vote if you were a shareholder of Cenovus at the close of business on March 10, 2026. Find out how to vote starting on page 6 and read more about Cenovus in this management information circular in respect of the Meeting.

By order of the Board of Directors of Cenovus,

/s/ Susan M. Anderson

Susan M. Anderson

Corporate Secretary

 

CENOVUS 2026 CIRCULAR		THE MEETING | 3

About this Circular

Glossary

 

Terminology		Definition
Board		Board of Directors of Cenovus
“We”, “our” and Cenovus		Refers to Cenovus Energy Inc.
Cenovus leadership team		All (a) Executive Vice-Presidents and (b) Senior Vice-Presidents designated by the President & Chief Executive Officer
Circular		This 2026 management information circular of Cenovus, with respect to the Meeting
HRC Committee		Human Resources and Compensation Committee of the Board
Meeting		2026 annual meeting of shareholders of Cenovus, to be held on May 6, 2026
Notice		Notice of Meeting
NYSE		New York Stock Exchange
Record Date		March 10, 2026
Shareholders		Holders of common shares of Cenovus as of the Record Date
SSR Committee		Safety, Sustainability and Reserves Committee of the Board
TSX		Toronto Stock Exchange

Date of information

Information is as of March 10, 2026, unless otherwise noted.

Common shares outstanding

Our common shares are traded on the TSX and the NYSE under the symbol CVE. There were 1,879,633,669 common shares outstanding at the close of business on March 10, 2026.

Value of common shares

Various compensation components and share ownership guidelines are calculated using the price of our common shares. Unless otherwise noted, all calculations use $23.22, the closing price of our common shares on the TSX on December 31, 2025.

Owners of 10% or more of our common shares

To the knowledge of the directors and officers, no person or company beneficially owns or controls or directs, directly or indirectly, 10% or more of our outstanding common shares other than the following:

 

Shareholder		Number of shares		Ownership
Hutchison Whampoa Europe Investments S.à r.l. (Hutchison Whampoa)		308,084,621		16.39%
L.F. Investments S.à r.l. (LF Investments)		231,194,699		12.30%

Hutchison Whampoa is 100% indirectly owned by CK Hutchison Holdings Limited (CK Hutchison), a company with its principal place of business in Hong Kong, whose shares are traded on The Stock Exchange of Hong Kong Limited. Approximately 30.36% of CK Hutchison’s shares are held (directly or indirectly) by various trusts founded by the former chairman of the board of directors of CK Hutchison, Mr. Li Ka-Shing. Members of Mr. Li Ka-Shing’s family are discretionary beneficiaries of the trusts.

LF Investments is wholly owned (indirectly) by a trust founded by Mr. Li Ka-Shing. Members of Mr. Li Ka-Shing’s family are discretionary beneficiaries of the trust.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 4

Indebtedness of directors and executive officers

Cenovus, including our subsidiaries, does not make loans to directors or executives. There are no loans outstanding, nor have any such loans existed at any time during 2025, from us or any of our subsidiaries, to any current or former director, director nominee, executive, employee or any associate of the foregoing.

Interests in Meeting business and material transactions

None of Cenovus, our directors, director nominees, officers, or anyone associated or affiliated with any of them – an insider – has a material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any item of business at the Meeting.

No informed person of Cenovus, nor any director nominee, nor any associate or affiliate of any informed person or director nominee, has, or had during 2025, a material interest, direct or indirect, in a material transaction or proposed material transaction involving Cenovus.

Mailing of Circular

This Circular will be mailed on April 1, 2026, to our shareholders of record as at the Record Date of March 10, 2026 who have requested paper copies. See page 11 for information about the Record Date. We give materials to brokers, custodians, nominees and fiduciaries, and request the materials be sent to beneficial (non-registered) shareholders promptly.

Notice and access

Notice and access is being used to deliver this Circular (and other Meeting-related materials) to both registered and beneficial shareholders. We are delivering your Meeting materials by providing you with a Notice and posting the materials on our website at cenovus.com. The materials will be available on April 1, 2026, and will remain up for at least one full year. The Meeting materials can also be accessed with our public filings on our profile on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. We are mailing a paper copy to any shareholder who already requested a paper copy. You will receive a package in the mail with the Notice outlining the matters to be addressed at the Meeting and explaining how to access and review the Meeting materials electronically, and how to request a paper copy at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your shares. All applicable Meeting-related materials will be forwarded to beneficial shareholders at Cenovus’s expense.

Notice and access is an environmentally friendly and cost-effective way to distribute our documents as it reduces printing, paper use and postage. If you received the Notice only and would like a paper copy of the full materials, please follow the instructions provided in the Notice or send us a request as set out below.

Request paper Circular and additional documents

We file an annual information form and annual report, which includes our financial statements and management’s discussion and analysis, with Canadian securities regulators. We will provide you, free of charge, a paper copy of the annual report, the annual information form and/or this Circular on request. Please submit your request by contacting:

 

		corporate.secretary@cenovus.com
		Cenovus Energy Inc. 225 6 Ave SW PO Box 766 Calgary, AB T2P 0M5   Attention: Corporate Secretary

Additional information concerning Cenovus is available on our website at cenovus.com and our financial information is contained in our audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2025, which are available at cenovus.com under Investors, our profile on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 5

You can also get copies of any of our documents required to be filed with securities regulators by:

 

•

Accessing our public filings on our profile on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.

 

•

Going to the “Investor” section on cenovus.com.

Shareholder proposals

We must receive any shareholder proposal within the prescribed period and before 5:00 p.m. (Calgary time) on February 4, 2027, for it to be included in the Circular and considered at the 2027 annual shareholder meeting.

Shareholders who wish to make a proposal should refer to section 137 of the Canada Business Corporations Act for a full description of the procedures to follow. You can send your proposal by registered mail to our Corporate Secretary at:

 

		Cenovus Energy Inc. 225 6 Ave SW PO Box 766 Calgary, AB T2P 0M5   Attention: Corporate Secretary

Shareholder proposed director nominees

If a shareholder wishes to nominate a person for election as a director of Cenovus at an annual shareholder meeting, the nomination must comply with the procedures in Section 5.03 of Cenovus’s By-law No. 1 (By-law).

The By-law is available at cenovus.com and on our profile on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.

Virtual Meeting information

The Meeting will be held virtually only. This allows a broader base of shareholders to participate regardless of their location. All shareholders have the ability to meaningfully participate and are afforded the same rights and opportunities to participate as they would at an in-person meeting.

Attending

To attend, access the Meeting online at:

 

•

https://meetings.lumiconnect.com/400-630-265-895 with password “cenovus2026” (case sensitive).

Please sign into the Meeting at least 30 minutes in advance of the start time, using a smartphone, tablet or computer. Use the latest version of Google Chrome, Safari, Microsoft Edge or Firefox as your web browser.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 6

If you are a:		Please note:		How to access the Meeting:
Registered Shareholder		Registered shareholders will be able to ask questions and vote at the Meeting.   See page 9 for more information.		Select “I have a Control Number/Username” and enter the 15-digit control number from your proxy form and the password “cenovus2026” (case sensitive).
Beneficial Shareholder		Beneficial shareholders who appointed themselves as a proxy holder in accordance with the instructions provided by their nominee (proxy holders) will be able to ask questions and vote at the Meeting.   Beneficial shareholders who did not appoint themselves as a proxy holder will be able to participate as guests at the Meeting.   See page 8 for more information.		Select “I have a Control Number/Username” and enter the 4-letter username that was sent to you via email after proxy voting cut-off (May 4, 2026).   Note: You must have previously deposited your vote online or by mail and appointed yourself or a third party as your proxy holder; AND registered your name or your appointee’s name at http://www.Computershare.com/CenovusEnergy.
Guest		Guests may attend the meeting but cannot ask questions.		Select “I am a guest” and complete the requested information. Guests will be able to listen to the proceedings of the Meeting, but cannot vote or ask questions.

If you have any difficulties accessing the virtual Meeting, please contact Lumi directly at support-ca@lumiglobal.com. You can also review our Virtual Meeting User Guide, included with this Circular.

Questions

Registered shareholders and proxy holders may submit questions during the Meeting by typing the question into the question box on the main screen of the virtual Meeting platform.

Shareholders may also submit questions in advance of the Meeting by sending them to:

 

		corporate.secretary@cenovus.com
		Cenovus Energy Inc. 225 6 Ave SW PO Box 766 Calgary, AB T2P 0M5   Attention: Corporate Secretary

Questions relating to the business of the Meeting will be read aloud during the Meeting. Similar questions may be aggregated by the moderator. All other questions will be answered following the close of the formal Meeting.

All questions and answers will be posted on our website following the Meeting, and will remain up for at least one full year.

Voting instructions

If you specify how you want to vote on your proxy or voting direction form, your proxy holder will vote your common shares in the manner directed. If you do not indicate how you want to vote, your proxy holder will decide how to vote your common shares. If you appoint Alex Pourbaix or Jon McKenzie, the Board members set out in the enclosed proxy or voting direction, and do not specify how you want to vote, your common shares will be voted as follows:

 

Matter		Voted
Appointment of PricewaterhouseCoopers LLP as auditor		FOR
Election of director nominees as directors		FOR
Non-binding advisory resolution on our approach to executive compensation (say on pay)		FOR

 

CENOVUS 2026 CIRCULAR		THE MEETING | 7

Beneficial shareholder voting

Most people are beneficial shareholders. If you are a beneficial shareholder, your common shares are held in the name of a nominee (usually with a bank, trust company, stockbroker, trustee or some other financial institution or intermediary).

Voting options

 

		Attend the virtual Meeting – see below
		Submit the proxy or voting instruction form – see below
		By telephone – see the enclosed voting instruction form
		Via the internet – see the enclosed voting instruction form

Attending and voting at the virtual Meeting

If you plan to attend the virtual Meeting and wish to vote your common shares during the Meeting, insert your own name in the space on the enclosed proxy or voting instruction form to appoint yourself as your proxy holder. Then follow the signing and return instructions provided by your nominee. Once you have appointed yourself as proxy holder, you must ALSO register your name at http://www.Computershare.com/CenovusEnergy. See the section “Appointing a proxy holder” below for more details.

You will then be able to:

 

•

Log in at https://meetings.lumiconnect.com. We recommend that you log in at least 30 minutes before the Meeting starts.

 

•

Click “Login” and then enter the 4-letter username that you received via email after proxy voting cutoff (May 4, 2026).

 

•

Enter password “cenovus2026” (case sensitive).

 

•

Follow the instructions to access the Meeting and vote when prompted.

You must be connected to the internet at all times in order to be able to vote when solicited. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure. For additional information, please refer to the virtual meeting guide included with this Circular, filed on our SEDAR+ profile at sedarplus.ca and posted on our website at cenovus.com.

Voting by proxy in advance of the Meeting

The proxy form or voting instruction form that is sent to beneficial shareholders by the nominee or its agent will contain instructions as to how you can vote in advance of the Meeting. Please read the instructions carefully in order to ensure that your shares are voted at the Meeting. You may appoint a third party as proxy holder to attend the Meeting and vote for you. Once you have appointed yourself or a third party as proxy holder, you must ALSO register yourself or them at http://www.Computershare.com/CenovusEnergy. See the section “Appointing a proxy holder” below for more details. Please note that proxy appointments are only permitted when voting online or by returning your proxy or voting instruction form by mail. Voting by telephone does not permit proxy appointments.

Your nominee or its agent likely has an earlier deadline for returning your proxy or voting instruction to them. Be sure to complete and return the form early to allow enough time for your nominee or its agent to receive your voting instructions and then submit them before the proxy voting cut-off time (11:00 a.m. (Calgary time) on May 4, 2026). The chair of the Meeting has the discretion to accept proxies received after the proxy deadline.

Revoking your proxy or changing your instructions

You may revoke your proxy by following the procedures provided by your nominee. If you have voted through your nominee and would like to change your vote at the Meeting, contact your intermediary to discuss whether this is possible and what procedures you need to follow.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 8

Registered shareholder voting

Very few people are registered shareholders. If you are a registered shareholder, you hold your common shares in your name and you may have in your possession a physical share certificate or direct registration system (DRS) advice.

Voting options

 

		Attend online at the virtual Meeting – see below
		By submitting a paper proxy form – see below
		By telephone – see the enclosed proxy form
		Via the internet – see the enclosed proxy form

Attending and voting at the virtual Meeting

If you plan to attend the Meeting, you can vote in advance by completing or returning the enclosed proxy form as described under Voting by proxy below, or you may attend and vote at the Meeting:

 

•

Log in at https://meetings.lumiconnect.com. We recommend that you log in at least 30 minutes before the Meeting starts.

 

•

Click “Login” and then enter your 15-digit control number located on the form of proxy or in the email notification you received.

 

•

Enter password “cenovus2026” (case sensitive).

 

•

Follow the instructions to access the Meeting and vote when prompted.

You must be connected to the internet at all times in order to be able to vote when solicited. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure. For additional information, please refer to the virtual Meeting guide included with this Circular, filed on our SEDAR+ profile at sedarplus.ca and on our website at cenovus.com.

Voting by proxy in advance of the Meeting

To vote in advance of the Meeting, please complete, sign, date and return the form in the envelope provided or you can vote by telephone or via the internet by following the instructions on your proxy form, so that in each case the completed form arrives or the vote is submitted, as the case may be, no later than 11:00 a.m. (Calgary time) on May 4, 2026, or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the adjourned or postponed Meeting. The chair of the Meeting has the discretion to accept proxies received after the proxy deadline.

You may also appoint a third party as proxy holder to attend the Meeting and vote for you. Once you have appointed a third party as proxy holder, you must ALSO register their name at http://www.Computershare.com/CenovusEnergy. See the section “Appointing a proxy holder” below for more details. Please note that proxy appointments are only permitted when voting online or by returning your proxy or voting instruction form by mail. Voting by telephone does not permit proxy appointments.

Changing or revoking your proxy

You may change the way you voted by proxy by sending a new proxy prior to the cut-off time to revoke your vote. Your latest proxy will be the only one that is valid.

You may revoke your proxy at any time before it is acted on. Deliver to our Corporate Secretary before or on May 4, 2026, (or the last business day before the Meeting, if it is adjourned or postponed), or to the Chair of the Meeting c/o the Corporate Secretary on the date of the Meeting or the date of any adjourned or postponed Meeting, or in any other matter permitted by law, an instrument in writing executed by you or by your personal representative, who is authorized in writing, that you want to revoke your proxy.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 9

If you have voted by proxy, you or your proxy holder may still vote in person at the virtual Meeting. Your vote at the Meeting will revoke your previously submitted vote by proxy.

Appointing a proxy holder

The following applies to shareholders who wish to appoint as proxy holder a person or company other than the management nominees identified in the form of proxy or voting instruction form (a third-party proxy holder) to participate and/or vote at the Meeting. The persons named in the proxy or voting instruction form, Alex Pourbaix and Jon McKenzie, are directors of Cenovus. A shareholder has the right to appoint a third-party proxy holder (who does not need to be a shareholder of Cenovus) to represent them at the Meeting, either by inserting the name of their chosen representative in the blank space provided in the proxy form or voting instruction form, as applicable, appointing that person as proxy holder and registering them online, as described below.

Note: Registered shareholders can attend and participate in the Meeting without registering and only need to register proxy holders other than themselves. Beneficial shareholders are required to register themselves or a third-party proxy holder to participate in the Meeting.

Shareholders who wish to appoint a third-party proxy holder to attend and participate at the Meeting as their proxy holder and vote their shares MUST submit their form of proxy or voting instruction form appointing that person as proxy holder AND register that proxy holder online, as described below. Registering your proxy holder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxy holder will result in the proxy holder not receiving a four-letter username, which is required to vote at the Meeting, and they will only be able to attend as a guest.

 

•

Step 1: Appoint a proxy holder. To appoint a third-party proxy holder, insert the third-party proxy holder’s name in the blank space provided in the form of proxy or voting instruction form (if permitted), and follow the instructions for submitting such document. This must be completed before registering your third-party proxy holder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

 

•

Step 2: Register your proxy holder. To register a third-party proxy holder, shareholders must visit http://www.computershare.com/CenovusEnergy by no later than 11:00 a.m. (Calgary time) on May 4, 2026, and provide Computershare with the required third-party proxy holder contact information so that Computershare may provide the third-party proxy holder with a four-letter username via email. Without a username, proxy holders will not be able to vote at the Meeting but will be able to participate as a guest.

Please note that proxy appointments are only permitted when voting online or by returning your proxy form by mail. Voting by telephone does not permit proxy appointments.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 10

General voting information

Request for proxies

Our management is requesting your proxies for this Meeting and is paying for the costs incurred. Cenovus will not send the proxy materials directly to non-objecting beneficial owners under NI 54-101. Cenovus intends to pay for secondary intermediaries to deliver the proxy materials to objecting beneficial owners.

We have retained Sodali & Co to solicit proxies in Canada and the U.S. We are primarily using mail to communicate with you. However, our employees or Sodali & Co may request your proxy by telephone, email, facsimile or personal interview. We estimate Sodali & Co’s fees will be up to approximately $40,000, in addition to certain out-of-pocket expenses.

Additionally, Cenovus may use the Broadridge QuickVote^™ service, which involves Sodali & Co soliciting proxies on behalf of management by contacting non-objecting, non-registered owners of common shares to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the shareholder’s intermediary). While representatives of Sodali & Co are soliciting proxies on behalf of management, which is recommending that shareholders vote FOR all the resolutions before the Meeting, shareholders are not required to vote in the manner recommended by management. The QuickVote^™ system is intended to assist shareholders in placing their votes, however there is no obligation for any shareholder to vote using the QuickVote^™ system, and shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Circular. Any voting instructions provided by a shareholder will be recorded and such shareholder will receive a letter from Broadridge (on behalf of the shareholder’s intermediary) as confirmation that their voting instructions have been accepted.

It is important to vote your common shares. Please submit your vote before the date indicated on your voting instruction form, or, if voting by proxy, by no later than 11:00 a.m. (Calgary time) on May 4, 2026, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time any adjourned Meeting is reconvened or any postponed Meeting is convened.

Record date

The Record Date for the Meeting is March 10, 2026. If you held common shares at the close of business on that date, you are entitled to receive notice of, attend and vote at the Meeting.

Voting securities and votes

Common shares are the only voting securities of Cenovus. Each common share entitles the holder to one vote at the Meeting.

Quorum

We can only decide business at the Meeting if we have a quorum – where two or more people attend the Meeting and hold or represent by proxy at least 25% of our outstanding common shares that are entitled to vote at the Meeting.

Approvals

You are voting on the appointment of the auditor, the election of directors and the non-binding advisory resolution on our approach to executive compensation (say on pay). A simple majority of votes cast at the Meeting (50% plus one vote) is required to approve each of these matters.

Amendments or other business

If amendments or other business are properly brought up at the Meeting, you or your proxy holder can vote as you or they see fit. We are not aware of any other business to be considered at the Meeting or any changes to the current business.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 11

Vote counting and confidentiality

Computershare Investor Services, Inc. (Computershare) counts the votes made by proxy. Your vote is confidential unless you clearly intend to communicate your vote to management, if there is a proxy contest or validation issue, or as needed to comply with legal requirements.

New York Stock Exchange rules

A broker who is subject to the NYSE rules and holds common shares as a nominee for a beneficial shareholder (learn more about this on page 8) may not, for some items of business, vote your common shares on your behalf unless they have instructions from you. If you do not provide your instructions, the votes submitted for election of directors and other non-routine matters, will not count, but the number of common shares will be counted for quorum purposes.

Voting questions

Our transfer agent is Computershare. Please contact them if you have any questions about how your votes are counted.

 

		1-866-332-8898 (toll-free in North America) 1-514-982-7555 (direct from outside North America)
		1-888-453-0330 (toll-free in North America) 1-514-982-7555 (direct from outside North America)
		https://www-us.computershare.com/Investor/Contact/Enquiry
		Computershare Investor Services, Inc. 320 Bay Street 14th Floor Toronto, ON, Canada M5H 4A6

Other questions

Your vote is important to us. Please contact Sodali & Co if you have any questions about the business items of the Meeting or the information in this Circular.

 

		1-833-711-5528 (toll-free in North America) 1-289-695-3075 (collect from outside North America)
		1-877-218-5372 (fax from anywhere)
		assistance@investor.sodali.com
		Sodali & Co Brookfield Place 181 Bay Street, Suite 2860 Toronto, ON, Canada M5J 2T3

Business of the Meeting

Financial statements

Our consolidated financial statements for the year ended December 31, 2025, and the auditor’s report on those statements are included in the annual report and will be available at the Meeting. Such financial statements and the annual report are also filed on our SEDAR+ profile at sedarplus.ca and available to you on request.

Appointment of auditor

The Board recommends the appointment of PricewaterhouseCoopers LLP (PwC LLP) as the auditor for Cenovus until the close of the 2027 annual shareholder meeting. PwC LLP was first appointed as the auditor for Cenovus on November 30, 2009. We last conducted a request for proposal for the auditor in 2020.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 12

The directors will be authorized to set the fees paid to our auditor.

Last year, 99.58% of shareholders (1,479,069,159 votes in favour) approved the appointment of PwC LLP as the auditor for Cenovus, with 0.42% of shareholders (6,198,457 votes) withholding.

Audit fees paid. The following table provides information about the fees billed to Cenovus for professional services rendered by PwC LLP:

 

Category		Type of work billed for		2025 fees ($ thousands)		2024 fees ($ thousands)
Audit fees		Audit of consolidated financial statements and services normally provided for in connection with statutory and regulatory filings or engagements.		3,989		4,809
Audit-related fees		Assurance and related services reasonably related to the audit or review of financial statements not reported as Audit Fees, including fees for audit-related services in connection with sustainability-related disclosures, prospectuses and participation fees levied by the Canadian Public Accountability Board.		1,178		646
Tax fees		Tax compliance and tax advice.		108		103
All other fees		Review of Extractive Sector Transparency Measures Act filings and services around filings.		65		165
TOTAL				5,340		5,723

More information, including the Audit Committee mandate, is available in the annual information form for the year ended December 31, 2025. See page 5 for how to access the annual information form.

We recommend that you vote FOR the appointment of PwC LLP as our auditor.

The people named in the enclosed proxy will vote FOR the appointment of PwC LLP as our auditor unless you tell them to withhold your vote.

Election of directors

The number of directors to be elected at the Meeting is 14, as decided by the Board. Each director will hold office until the end of the next annual general meeting or until a successor is duly appointed or elected. Our director nominees are:

 

You can find more information on the nominees, including voting results from the 2025 annual general meeting, starting on page 33. Each of the nominees brings important skills and experience to the Board. Each nominee is eligible and is willing to serve if elected.

We recommend that you vote FOR the election of each of these nominees.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 13

The people named in the enclosed proxy will vote FOR the election of each of these nominees unless you tell them to vote against one or more of the nominees.

If for some reason a nominee is not available to serve at the time of the Meeting (and we know of no reason this would occur), the people named in the enclosed proxy will vote for a substitute nominee if one is proposed by the Board.

Majority voting for directors

Pursuant to the Canada Business Corporations Act and our Policy on Directors’ Voting Procedures, we have a majority voting standard with a director resignation policy. If there is an uncontested election (being an election where only one candidate is nominated for each position available on the board) at a meeting of shareholders at which directors are to be elected, each candidate is elected only if the number of votes cast in favour of their election represents a majority of the votes cast “for” and “against” them by the shareholders.

Accordingly, any nominee for director who receives an equal or greater number of votes “against” than votes “for” their election as a director at the meeting shall not be elected to the Board.

Advisory vote on executive compensation (say on pay)

Since 2010 we have provided shareholders with a say on our pay programs. It helps us engage constructively, get meaningful feedback and ensure director accountability for executive compensation.

Last year, 97.32% of shareholders (1,405,612,741 votes in favour) approved of our approach to executive compensation, with 2.68% of shareholders (38,667,029 votes against) voting against.

Our executive compensation programs are similar to last year. You can find full disclosure of how our pay aligned to performance for 2025 in the “Executive compensation” section starting on page 59.

The Board will take the results of the vote into account when considering future compensation policies and decisions.

We anticipate your support. If the advisory resolution is not well supported, the Board will consult with shareholders to better understand their concerns.

We recommend that you vote FOR the acceptance of our approach to executive compensation.

The people named in the enclosed proxy will vote FOR this non-binding advisory resolution unless you tell them to vote against it.

The text of the non-binding advisory resolution to be passed is set out below:

“Resolved that, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors of Cenovus Energy Inc. (Cenovus), the shareholders accept the approach of Cenovus to executive compensation disclosed in the management information circular dated March 10, 2026, delivered in advance of the 2026 annual meeting of shareholders.”

Other business

If other matters are properly brought up at the meeting, you (or your proxy holder, if you are voting by proxy) can vote as you (or they) see fit. We are not aware of any other items of business to be considered at the Meeting.

 

CENOVUS 2026 CIRCULAR		THE MEETING | 14

Governance

Highlights

 

Strong governance practices

Page

Page

☑

Responsive, active and ongoing shareholder engagement program.

17

☑

In-camera meetings of independent directors at all regular and special meetings.

23

☑

Robust Code of Business Conduct & Ethics (Code) for directors and staff.

17

☑

Risk-aware culture overseen by committees with relevant expertise.

24

☑

Prohibition on hedging transactions by directors and staff.

19

☑

Clearly established and distinct roles between Chair and Lead Independent Director.

29

☑

Transparent sustainability reporting (access it at cenovus.com under “Sustainability Reporting”).

19

☑

Annual internal Board evaluations and regular third-party Board evaluations.

29

☑

All committees responsible for oversight of sustainability risk related to their mandate.

20

☑

Board Term Limit Policy in place.

30

☑

Transparent Board Diversity Policy with targets.

22

☑

In-depth orientation for new directors.

31

☑

Separate Board Chair and CEO.

23

☑

Sponsored continuing education for directors.

31

☑

Committees are fully independent and Board is majority independent.

23

 

 

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Overview and structure

How we do our work at Cenovus is as important as what we do. We recognize that to deliver consistent, long-term shareholder value we must operate in a responsible manner that maintains and enhances our reputation. Delivering on this commitment requires good governance.

Our Board oversees the management of Cenovus’s business through a robust system of corporate governance and internal controls. This includes a comprehensive set of policies, standards and procedures that guide the expected behaviour of all our staff (including employees and contractors) and the Board.

Our governance structure also includes frameworks, such as our Enterprise Risk Management Policy and Cenovus Operations Integrity Management System, which help ensure we properly address risk in our business and embed safety and asset integrity in our work. See more about risk on page 24 and in the overview for each committee, starting on page 25.

Our directors and staff are annually required to review and commit to our Code of Business Conduct & Ethics (Code) and other key policies and standards. Through our Supplier Code of Business Conduct we also expect our service providers and suppliers to respect, uphold and communicate our corporate values and practices across their business enterprise and within their supply chains.

We have a number of channels available to confidentially report concerns about ethical business conduct, including an Integrity Helpline operated by a third-party service provider. Stakeholders, including local community residents and other members of the public, and our staff are encouraged to report any business conduct concerns through the Integrity Helpline. You can read more about the Integrity Helpline on page 17.

Legal requirements

Our governance practices meet or exceed all requirements that apply to us in Canada and the U.S. These include securities regulations and rules of the TSX and NYSE.

Structure

 

 

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Shareholder engagement

We understand the value of constructive communication and meaningful engagement with our shareholders. Our Board is committed to transparency and informed dialogue with shareholders to assist it in leading Cenovus.

We have a Board Shareholder Communication & Engagement Policy that guides our shareholder communications and sets out our approach to shareholder engagement.

Shareholders and other interested parties can communicate with any director at:

 

		corporate.secretary@cenovus.com
		Cenovus Energy Inc. 225 6 Ave SW PO Box 766 Calgary, AB T2P 0M5   Attention: Corporate Secretary

Communication and external engagement activities

 

Item / activity		Description
Shareholder engagement policy		Our Board Shareholder Communication & Engagement Policy reinforces our commitment to meaningful dialogue with shareholders. You can find a copy at cenovus.com.
Conference calls with investment community		Management holds quarterly conference calls and webcasts with investors to review financial and operating results. You can find the recording of the most recent call at cenovus.com.
Management shareholder/investor engagement program		Members of our executive team, including our CEO and CFO, as well as representatives from Investor Relations and Sustainability, had over 350 shareholder engagements throughout the year, including one-on-one meetings and investor roadshows.   Management attended various investor conferences and held a significant number of meetings and conference calls with shareholders, bondholders and other investors throughout 2025.

Ethical business conduct

Our principles and values, together with our Code, Sustainability Policy and Human Rights Policy, set out our commitment to conducting business ethically and legally. You can read these policies at cenovus.com.

Code of Business Conduct & Ethics

Our Code applies to all directors and staff working on behalf of Cenovus in all locations where we conduct business. The Code is applicable in all jurisdictions in which Cenovus operates. Go to cenovus.com to read the full Code.

Our directors and staff are expected to be familiar with, and uphold, our values and adhere to the guidance set out in the Code. Each year, all directors and staff are asked to review the Code and confirm they understand their responsibilities and commit to observing and conducting themselves in accordance with its principles and requirements. Suppliers should review the Code and are encouraged to align with the principles and guidance it provides, and are required to comply with our Supplier Code of Business Conduct.

Annual Code compliance is reported to the Audit Committee, which is then reported to the Board. Any waiver of the Code for officers or directors may only be made by the Board and will be promptly disclosed to shareholders to the extent required by law, rule, regulation or stock exchange requirement. No waivers of the Code have been made by the Board.

Integrity Helpline

The Integrity Helpline provides an avenue for anyone, both internal and external, to report concerns or ask questions about any potential ethical issue or workplace concern, such as harassment, inappropriate behaviour, financial and non-financial fraud or unsafe work practices. The Integrity Helpline is independently operated by a third-party company and allows concerns to be shared confidentially or anonymously (if desired).

 

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Concerns reported through the Integrity Helpline relating to violations of policies or standards are handled in accordance with our Investigations Standard and Investigations Process. A quarterly report of Integrity Helpline complaints is provided to the relevant Board committees at each regularly scheduled meeting.

Investigations process

Our Investigations Standard and Investigations Process provide effective and consistent procedures to receive, review and, where appropriate, investigate matters reported to Cenovus’s Investigations Committee.

Our Investigations Committee conducts and oversees investigations. Violations related to any accounting, internal accounting controls or auditing matters are reported to the Audit Committee. Board committees, including Audit, receive quarterly summaries on the nature and status of ongoing investigations. The committees report any significant or material investigations to our Board.

In 2025, we added a Vice-President, Legal & Chief Compliance Officer role responsible for oversight of enterprise compliance at Cenovus, to enhance our compliance processes. This role also serves as Chair for each of the Investigations Committee and the Business Conduct and Integrity Committee. We also established our Ethics & Compliance Office, which centralizes oversight of relevant compliance activities already in place in the company.

Policy on Disclosure & Employee Trading

Our Policy on Disclosure & Employee Trading applies to all staff and directors of Cenovus and its subsidiaries. We also have a Restricted Trading & Insider Standard for directors, officers and insiders that provides additional instruction on trading in Cenovus common shares and other securities, insider reporting, the treatment of material non-public information and trading blackouts.

Directors and staff are prohibited from hedging transactions involving Cenovus common shares and other securities.

Compliance with the policy is reported to the Board by the Governance Committee.

Conflicts of interest and related party transactions

We have a Conflicts of Interest Standard, available at cenovus.com, to help our staff and directors proactively manage any potential conflicts of interest. In addition, Cenovus’s directors must comply with the conflict-of-interest provisions of the Canada Business Corporations Act, as well as applicable securities laws, in order to ensure the directors exercise independent judgment in considering transactions and agreements in respect of which such director has a material interest.

Cenovus’s conflicts of interest and related parties disclosure protocol for directors includes the following:

 

•

Directors complete an annual compliance questionnaire where they disclose entities for which they serve as a director, officer or in a similar capacity, and the Governance Committee reviews material relationships which may impact a director’s judgment during their annual independence assessment. This list is made available to all directors in the Directors’ Information Handbook. The annual compliance questionnaire also collects information on related parties (as defined by International Financial Reporting Standards (IFRS)) and the Audit Committee is responsible for reviewing related party transactions between Cenovus and any executive officers or directors, including affiliations of any executive officers or directors. Directors must immediately advise the corporate secretarial team of any deletions, additions or other changes to any information provided.

 

•

The Corporate Secretary will provide advance notice to the Board and executive team of any potential conflict of interest impacting a director and ensure the portion of Board or Committee materials related to the conflict is not distributed to the conflicted director.

 

•

Where a real or perceived conflict of interest exists, appropriate mitigating activities will be undertaken by the director, such as excusing themselves from the meeting for that item of business or abstaining from the discussion and voting during that portion of the meeting.

 

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•

Cenovus’s transactions involving related parties, if any, are required to be publicly disclosed in accordance with applicable securities laws and Cenovus discloses the interest of management and others in material transactions where required by such laws. The oversight process is managed by Cenovus’s internal audit team in cooperation with the corporate secretarial team, who maintain a list of all affiliations and run a process annually to ensure that related party transactions are reported and disclosed as required. See our Annual Consolidated Financial Statements for further discussion on related party transactions.

Sustainability overview

We believe striking the right balance among environmental, economic, governance and social considerations leads to strong business results and enhances shareholder value. As such, we factor sustainability considerations into our strategy, business plans and capital allocation processes.

We remain committed to reporting on our progress in an open and accountable matter. However, changes to Canada’s Competition Act in 2024 have created significant uncertainty and risk around how Canadian businesses can talk publicly about their environmental actions and performance. While we navigate the uncertainty related to environmental disclosure in Canada, we are sharing our progress in other areas of our business through our 2024 Corporate Social Responsibility (CSR) report, which you can access at cenovus.com.

Sustainability leadership and activity

We are committed to advancing efforts across our sustainability focus areas: acceptance and belonging, Indigenous reconciliation, climate and greenhouse gas (GHG) emissions, water stewardship and biodiversity. Read about our 2025 progress below, and our governance and oversight of sustainability risks on the following pages.

Some Board and management initiatives advanced or completed across our sustainability focus areas in 2025 include:

 

•

Continuing to link compensation to sustainability performance across our sustainability focus areas through the sustainability performance index in the 2025 corporate performance scorecard (2025 Scorecard). See more on page 75.

 

•

Evolving our acceptance and belonging and Indigenous reconciliation initiatives with refreshed social commitments. See more on page 21.

 

•

The Board affirmed its commitment to diversity, amending its Board Diversity Policy and Board diversity commitments so that its goals reflect both male and female genders and include all Board members rather than only non-management directors. See more on page 22.

 

•

Expanding the scope of our Indigenous Housing Initiative to new communities near our Canadian oil sands operating areas with an ongoing annual investment of up to $8 million.

Sustainability-related risk oversight

Our governance structure includes Board and executive oversight, along with policies, standards, processes and procedures to guide the expected behaviours of our staff, how we run our facilities and how we manage risk. Sustainability-related risks are considered within our enterprise risk management program, which helps us identify, assess and manage key risks to our business. Key sustainability-related risks, along with other sustainability-related topics, are reviewed with the Board and committees on a regular basis.

The Board approves our corporate strategic plan, which takes into account the opportunities and risks to our business, including those related to sustainability. The Board has oversight of our approach to sustainability and receives reports and recommendations from management with respect to sustainability-related matters under each committee’s oversight. The Board is also responsible for oversight of Cenovus’s processes and procedures to mitigate environmental impacts (including climate change), address health and safety matters, consider human capital management, and operate in a manner consistent with good governance and recognized standards. The four Board committees act in an advisory capacity to the Board and oversee sustainability-related risks relating to their respective mandates, which are addressed and reported to the Board.

 

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Sustainability governance leadership

 

 

Board and committee sustainability-related oversight

Board. The Board oversees Cenovus’s approach to sustainability and receives reports and recommendations from management and committees on sustainability-related matters for which they are responsible or have oversight. It also oversees Cenovus’s processes and procedures to:

 

•

Mitigate environmental impacts (including climate change).

 

•

Address health and safety matters that may arise due to Cenovus’s activities.

 

•

Consider human capital management.

 

•

Operate in a manner consistent with good governance and recognized standards.

 

CENOVUS 2026 CIRCULAR		GOVERNANCE | 20

Audit Committee. The Audit Committee oversees significant financial risks or exposures and impacts from evolving sustainability-related matters, including climate change. In particular, it oversees the financial impacts of sustainability-related matters (including climate change) on Cenovus’s access to capital from lenders, debt and equity investors, its access to insurance coverage, and to its credit ratings.

The Audit Committee also monitors development of legal and regulatory requirements related to integrated reporting affecting financial reporting and disclosures, including climate disclosures.

Human Resources and Compensation Committee. The HRC Committee is responsible for overseeing the implementation of Cenovus’s sustainability strategy as it relates to human resources and compensation matters. Specifically, the Committee has oversight of and reports to the Board on risks related to Cenovus’s talent and people management strategies, culture, respectful workplace, health and wellness, engagement, and acceptance and belonging.

Governance Committee. The Governance Committee oversees governance of sustainability matters, including the effectiveness of the Board Diversity Policy, and monitors its implementation.

The Governance Committee makes recommendations to the Board on the allocation of oversight of emerging or developing sustainability-related matters to the appropriate Board committee.

Safety, Sustainability and Reserves Committee. The SSR Committee oversees sustainability, including:

 

•

Integration of the Sustainability Policy into the company’s practices and behaviours, including safety, social, environmental, ethical and economic considerations.

 

•

Sustainability performance, reporting and disclosure, safety and health, environment and climate change, asset integrity and stakeholder engagement policies, including Indigenous and other communities.

 

•

The implementation of Cenovus’s sustainability strategy and progress related to performance and achievement of its sustainability commitments, within the Committee’s mandate.

 

•

Critical incidents impacting Cenovus’s assets or operations involving environmental damage or reputational impacts.

 

•

Remedial or mitigating action taken to manage an identified sustainability risk, including environment (including abandonment and reclamation obligations), health, safety or climate change.

 

•

Risks related to alignment of Cenovus’s direct and indirect lobbying and public advocacy activities, including political contributions, with its corporate objectives, strategy, targets and ambition.

Sustainability reporting

We recognize the importance of reporting in an open and accountable manner and have been reporting on our sustainability performance since the early 2000s.

As mentioned on page 19, changes to Canada’s Competition Act in 2024 have impacted our approach to sustainability reporting.

Our 2024 Corporate Social Responsibility (CSR) Report outlines the progress we’ve made towards our Indigenous reconciliation and acceptance and belonging commitments, as well as information about our safety performance and approach to governance. This report, along with our 2023 CSR Report, differs from our previous ESG Reports in that it does not include information regarding Cenovus’s environmental performance and plans. We have made the decision to defer reporting on our environmental activities as changes to Canada’s Competition Act in 2024 have created significant uncertainty and risk around how Canadian businesses can talk publicly about their environmental actions and performance. However, this does not change our commitment to advancing our environmental work. We stand by the actions we’re taking, the accuracy of our reporting and the information we’ve shared to date about our environmental performance.

We also published refreshed social commitments in December 2025. This and our CSR Reports are available on our website at cenovus.com.

 

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Board and executive characteristics

Cenovus recognizes and embraces the benefits of having a diverse Board and workforce. Membership of diverse teams include varying ages, genders, visible minorities, ethnicities, Indigenous peoples and persons with disabilities, and make good use of varying skills, expertise and experience.

Current diversity status as of March 1, 2026

 

		Women				Indigenous peoples				Visible minorities				Persons with disabilities				Number of members in group		Number of individuals that are members of more than one designated group
		#		%		#		%		#		%		#		%
Board		5		35.7%		1		7.1%		2		14.3%		1		7.1%		14		2
Executives		2		22.2%		0		0.0%		1		11.1%		0		0.0%		9		0

Diversity calculations for both the Board and executives above include Mr. McKenzie.

Diversity targets for executives

Cenovus does not have formal targets or timelines for representation of women, Indigenous peoples, persons with disabilities or members of visible minorities (designated groups) among executive officer positions. Through data analysis, industry research and in-depth engagement with our employees, we’ve gained valuable insights into our workforce and in 2025 adapted our approach to align with our findings. While we monitor and report on leadership and employee demographics, our focus is on creating a workplace where everyone is valued, respected and feels like they belong so they can grow and do their best work.

Board Diversity Policy

Our written Board Diversity Policy commits us to seeking highly qualified directors and to consider diversity when determining the best composition for the Board. Our diversity criteria include gender, Indigenous identity, disability, ethnicity, age and other distinctions between directors. The Governance Committee monitors the implementation of the Board Diversity Policy and assesses the effectiveness of the Board Diversity Policy at achieving our Board diversity objectives by conducting, at least annually, periodic assessments to consider the level of representation on the Board of the various attributes enumerated in the Board Diversity Policy. The Board members also have the opportunity to evaluate annually the effectiveness of the director selection and nomination process through the Board evaluation process described on page 29.

Diversity targets for directors

In 2025, the Board revised the existing aspirational target in its Board Diversity Policy to include aspirational targets of maintaining at least 40% overall diversity from designated groups and at least 30% of each of the male and female genders, among all directors. Composition of the Board nominees proposed for election at the Meeting satisfies our aspirational targets for Board diversity, based on each directors’ voluntary self-identification. The previous Board Diversity Policy included a 40% target for the representation of designated groups among non-management directors, including 30% women, by year-end 2025. Both of the prior targets were achieved in and have been maintained since January 2023, leading the Board to revise and expand the scope of the Board Diversity Policy in 2025 to include gender neutral language and apply to all directors.

 

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The Board has not established separate targets for each of the number of visible minorities, persons with disabilities or persons with Indigenous identity on the Board. The Board has determined that, at this time, additional targets would not be the most effective way of ensuring the Board is composed of individuals with diverse attributes and backgrounds, and believes its current make up reflects the principles set out in the Board Diversity Policy.

Board diversity targets and progress as of March 1, 2026

 

Area		Target       percentage		Target       date		Current status		Cumulative       progress		Annual       progress
Overall diversity		40		Maintain		42.9%		–		n/a
Gender diversity		30		Maintain		35.7%		–		n/a

Cumulative progress is calculated from the adoption of the current Board diversity aspiration in December 2025.

Board of Directors

Succession planning

Effective at the close of the 2025 annual general meeting, Chana Martineau was elected to the Board, and Mr. Pourbaix stepped down as Executive Chair and continued as non-independent Chair. Claude Mongeau continued in his role as Lead Independent Director.

Independence

The Board reviews director independence annually. The Board considers, among other things, Canadian and U.S. securities and stock exchange requirements, and also looks at the business, family and other relationships of each director and considers whether there is any material relationship, including relationships which could, in the view of the Board, interfere with the director’s independent judgement. All but two of the directors proposed for nomination will be independent as at the date of the Meeting. Mr. McKenzie is our CEO and as an executive of Cenovus, is not independent.

Mr. Pourbaix served as Executive Chair until May 8, 2025, in which capacity he was considered both an executive officer and an employee of Cenovus. Accordingly, Mr. Pourbaix would not be considered independent (within the meaning of applicable Canadian securities laws) until May 8, 2028.

Committees

All Board committees are composed entirely of independent directors. See page 25 for more information.

Chair, Lead Independent Director and CEO

The roles of Chair and CEO continue to be separate, with Mr. Pourbaix as non-independent Chair and Mr. McKenzie as CEO. Mr. Mongeau is our Lead Independent Director and ensures the Board operates independently of management and that delineation of responsibilities of the Board and management are well understood and respected.

Meetings

All Board meetings (regular and special) include a scheduled session with only independent directors. No members of management are present, which facilitates open and candid discussion.

Roles and responsibilities

The Board’s key roles are to:

 

•

Appoint a competent executive team.

 

•

Oversee the management of the business.

 

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In support of these roles, the Board employs a system of corporate governance and internal controls to ensure ethical and legal corporate conduct.

The corporate governance system includes:

 

•

Individual director expectations.

 

•

Defined mandates for the Board and committees (all available at cenovus.com).

 

•

Written position guidelines for the CEO, Chair, Lead Independent Director and committee chairs.

The Board also has responsibility for approving communications policies. See page 17 for more information.

Individual director expectations

Cenovus directors are expected to attend all meetings, having reviewed the meeting materials in advance. Our directors must also follow the Code. See page 17 for more details.

Board Mandate and responsibilities

Our complete Board Mandate is included in Schedule B and available at cenovus.com. The key areas of Board responsibility are set out below.

 

CEO		• Appoint. • Monitor performance against corporate objectives that maximize shareholder value. • Ensure a process is in place that adequately provides for succession planning, including the appointing, training and monitoring of senior management.
Strategic plan		• Approve annually, including key objectives, operating and financial targets, and risk identification, monitoring and mitigation. • Receive regular updates on progress. • Approve annual operating and capital budgets.
Compensation		• Approve for the CEO. • Approve for directors. • Approve incentive compensation plans and grant agreements.
Risk management		• Approve Enterprise Risk Management Policy and oversee the enterprise risk management program (read more below under Risk Management). • Receive regular reports on risk and risk management from committees and management.
Governance		• Establish corporate governance systems, policies and practices to ensure the Board functions independently of management. • Approve financial statements and other public disclosure. • Ensure adequate system of internal control exists. • Approve Code and monitor compliance. • Clearly define limits on management’s authority.

Risk management

The Board committees have oversight of, and report to, the Board about risks related to each committee’s mandate. The Board remains responsible for approving the Enterprise Risk Management Policy which ensures that a system is in place to identify Cenovus’s principal risks, and that the best practical procedures are in place to monitor and mitigate such risks. The Governance Committee is responsible for reviewing and recommending to the Board the oversight of principal or emerging risks to each of the Board committees.

Oversight of cyber security risk lies with the Audit Committee and management reports to the committee quarterly on information security and cyber security matters. Cenovus’s cyber security management program is a risk-centric program ensuring cyber security risks are identified, analyzed and managed throughout their life cycle, and falls under the overarching

 

CENOVUS 2026 CIRCULAR		GOVERNANCE | 24

enterprise risk management program. Cenovus’s information technology management controls (including Sarbanes-Oxley) are annually audited by an external consultant. Our employees, contractors and directors receive annual information security training as part of the cyber security awareness program. Oversight of emerging artificial intelligence (AI) risks lies with the Audit Committee and falls under the overarching enterprise risk management program. Management has provided updates on integration of AI at Cenovus to the Audit Committee.

The general categories of risks overseen by the Board and each of the committees are set out below. Find details of each committee’s risk oversight in the committee descriptions below.

 

Board of Directors
• Corporate strategy   • Enterprise risk management program   • Operating and financial performance
Audit Committee		Governance Committee		HRC Committee		SSR Committee
• Financial reporting • Financial statements and controls • Internal and external auditors • Strategic market risk management framework		• Board and corporate governance • Director nomination and compensation • Strategic market risk management program		• Compensation and benefit programs, including executive compensation • People strategy and human capital management		• Safety and health • Sustainability Policy-related matters • Reserves disclosure

Committees

Our committees assist the Board in overseeing our business. The committees allow for a division of the workload, including risk oversight in specific areas, and a concentration of expertise relevant to their work. Detail on our committees, committee members and 2025 director attendance at meetings is on page 47. More details on Board and committee sustainability oversight is on page 21.

Audit Committee

Members. Ms. Kinney (Chair), Mr. Bradley, Mr. Marcogliese, Ms. Martineau and Mr. Mongeau.

Member requirements. All members of the Audit Committee are financially literate and independent according to Canadian securities laws. The Board has designated Ms. Kinney, Ms. Martineau and Mr. Mongeau as audit committee financial experts.

Members may not serve on more than two other public company audit committees without Board approval, and none of the committee members do. The Board considers whether the member’s ability to effectively serve the Audit Committee will be impaired by additional commitments.

Primary responsibilities. Oversees and reviews our market risk management framework and management’s identification of significant financial risks or exposures. It meets regularly to review reports from, and discuss significant risk areas with, internal and external auditors.

Primary duties. Oversees and monitors:

 

•

The effectiveness and integrity of our accounting and financial reporting processes, financial statements, and the system of internal controls regarding accounting and financial reporting compliance.

 

•

Audits of our financial statements.

 

•

Our market risk management framework, including supporting guidelines and policies on the management of commodity price, currency (foreign exchange) and interest rate market risk.

 

CENOVUS 2026 CIRCULAR		GOVERNANCE | 25

•

Management’s identification of, and risk management processes for, principal financial risks.

 

•

The qualifications, independence and performance of the external auditors and internal auditing group.

 

•

Amendments to, and compliance with, the Code.

 

•

All related party transactions between Cenovus and any executive officers or directors, including affiliations of any executive officers or directors.

The Audit Committee also provides an avenue for communication among the external auditors, management, the internal audit group and the Board.

Risks overseen. Reviews or oversees and reports to the Board about risks related to:

 

•

The design and operating effectiveness of our market risk management control framework and the processes to manage such risks.

 

•

Non-compliance with regulations and policies, including trends, insights, initiatives and investigations, relating to matters within the Audit Committee’s mandate.

 

•

All financial filings and public documents, including Cenovus’s and any subsidiary with public securities annual audited financial statements and related documents, and all unaudited financial statements and related documents, and other filings and public documents, as to financial information.

 

•

The evaluation, appointment, compensation, retention and work of the external auditors.

 

•

Together with management, the appointment, compensation, replacement, reassignment or dismissal of the head of internal audit.

 

•

The receipt, retention and treatment of complaints received by Cenovus regarding accounting, internal accounting controls or auditing matters.

 

•

Significant financial risks or exposures, including those related to cyber security and sustainability matters, such as climate change.

 

•

Cyber security and artificial intelligence (AI) risks (read more about Risk Management on page 24).

 

•

Principal or emerging risks assigned to the Audit Committee by the Board, as recommended by the Governance Committee.

Governance Committee

Members. Mr. Mongeau (Chair), Mr. Crothers, Ms. Kwok, Ms. Martineau, Mr. Sixt and Ms. Zygocki.

Member requirements. All members of the Governance Committee are independent according to Canadian securities laws.

Primary responsibilities. Assists and makes recommendations to the Board on corporate governance matters, including issues or principles related to risk governance, allocation of principal and emerging risk oversight, as well as strategic market risk management. Also assists with Board composition and nomination, and director compensation.

Primary duties. Reviews and makes recommendations to the Board on:

 

•

Corporate governance principles for Cenovus.

 

•

Appropriate changes and updates to Board and committee mandates.

 

•

Succession planning for the Board as a whole, including:

 

○

Assessing the progress on Board Diversity Policy objectives.

 

○

Monitoring Chair succession planning and recommending a successor, as required.

 

○

Identifying and recommending individuals qualified to be nominated for election or appointment.

 

•

Overseeing evaluations and effectiveness of the Board, its committees and the directors (see page 29 for more).

 

•

Compensation and share ownership guidelines for directors (see page 57 for more).

 

•

The direction and effectiveness of management’s strategic market risk management programs related to commodity price, currency (foreign exchange) and interest rate market risk, and review of the program principles, design and performance.

 

CENOVUS 2026 CIRCULAR		GOVERNANCE | 26

•

Governance of sustainability matters, including allocating oversight of emerging or developing sustainability matters to the appropriate Board committee.

The Governance Committee approves the succession planning process for the CEO and also monitors best practices among major Canadian and U.S. companies to ensure Cenovus holds itself to a high standard of corporate governance.

Risks overseen. Reviews, oversees and reports to the Board on risks related to:

 

•

Corporate governance, including issues related to risk governance.

 

•

Directors’ compensation.

 

•

Director nomination proposals.

 

•

Effectiveness of management’s strategic market risk management programs.

 

•

Shareholder proposals and engagement.

 

•

Principal or emerging risks assigned to the Governance Committee by the Board, as recommended by the Governance Committee.

Human Resources and Compensation (HRC) Committee

Members. Ms. Zygocki (Chair), Mr. Casey, Mr. Crothers, Mr. Girgulis and Ms. Little.

Please see page 64 for information on their qualifications related to human resources and compensation.

Member requirements. All members of the HRC Committee are independent according to Canadian securities laws.

Primary responsibilities. Makes recommendations to the Board on compensation and human resources matters. The HRC Committee also assists the Board in carrying out its responsibilities as sponsor of Cenovus’s pension, savings and investment plans.

Primary duties. Reviews and reports or makes recommendations to the Board on:

 

•

Organization-wide people strategy, including culture, labour relations, engagement and acceptance and belonging in support of Cenovus’s business strategy.

 

•

Incentive compensation plans, including reservation of shares for, and any amendment of, Cenovus’s equity compensation plans.

 

•

CEO, Cenovus leadership team and employee compensation.

 

•

Appointment of corporate officers.

 

•

Progress related to performance and achievement of sustainability commitments, within the HRC Committee’s oversight.

 

•

Strategy of funding levels to Cenovus’s pension, savings and investment plans.

The HRC Committee reviews information provided by our management pension committees, including fund status and investment management results for our pension, savings and investment plans. (See page 73 for more details).

The HRC Committee also has the authority to approve Cenovus leadership team succession planning and performance measures for CEO and Cenovus leadership team incentive plans, and Cenovus’s compensation philosophy, including any related changes to compensation and benefits policies, and succession planning for the Cenovus leadership team, including annually (at a minimum) reviewing with the CEO and Senior Vice-President, People Services:

 

○

Succession plans, including long-term executive development to ensure leadership sustainability and continuity.

 

○

The internal talent pool.

 

○

Retirements, illness, disability and unplanned absences.

Risks overseen. Reviews or oversees and reports to the Board on risks related to:

 

•

People strategy, culture, respectful workplace, health and wellness, engagement and acceptance and belonging.

 

CENOVUS 2026 CIRCULAR		GOVERNANCE | 27

•

Non-compliance with regulations and policies, including trends, insights, initiatives and investigations, relating to matters within the HRC Committee’s mandate.

 

•

Compensation and benefit policies and short and long-term incentives (LTIs), including as they relate to financial or reputational well-being.

 

•

Pension and investment plan matters.

 

•

Principal or emerging risks allocated to the HRC Committee by the Board as recommended by the Governance Committee.

Safety, Sustainability and Reserves (SSR) Committee

Members. Mr. Marcogliese (Chair), Mr. Bradley, Mr. Casey, Mr. Girgulis, Ms. Kinney and Ms. Little.

Member requirements. All members of the SSR Committee are independent according to Canadian securities laws. See more information on page 23. The Committee maintains independence by ensuring a majority independent committee.

Primary responsibilities. Oversees and monitors our commitments to promoting a culture of safety including the implementation by management of policies and procedures intended to ensure process and occupational safety performance and integrating the Sustainability Policy including environmental, social and economic considerations into our practices and behaviours. The committee also reviews matters related to our reserves and resources, including public disclosure.

Primary duties. Reviews and reports or makes recommendations to the Board on:

 

•

Fundamental policies pertaining to safety, sustainability and the environment having the potential to impact corporate activities and strategies.

 

•

Cenovus’s procedures regarding the disclosure of oil and gas activities under applicable regulations and policies.

 

•

Annual selection of the independent qualified reserves evaluators and approval of expected fees.

 

•

Annual reserves and resources data disclosure.

 

•

Disclosure on matters addressed in the Sustainability Policy, including sustainability disclosure.

The SSR Committee also stewards our sustainability commitments under the Sustainability Policy. See page 21 for more details.

Risks overseen. Reviews or oversees and reports to the Board on risks related to:

 

•

Safety performance and programs and procedures in place to mitigate safety incidents.

 

•

Non-compliance with regulations and policies, including trends, insights, initiatives and investigations, relating to matters within the SSR Committee’s mandate.

 

•

Alignment of Cenovus’s direct and indirect lobbying and public advocacy activities, including political contributions, with its corporate objectives, strategy, targets and ambition.

 

•

Reserves governance and resource disclosure data and the procedures relating to the disclosure of such information.

 

•

Sustainability, including safety and health, environment and climate change, engagement with the public, including Indigenous and other communities, and related ethical and reputational impacts and disclosure.

 

•

Persistent trends and high-risk observations resulting from periodic management system assurance activities.

 

•

Remedial or mitigating actions taken to manage identified health and safety, environment and climate change, and other sustainability risk, including abandonment and reclamation obligations.

 

•

Principal or emerging risks allocated to the SSR Committee by the Board as recommended by the Governance Committee.

 

CENOVUS 2026 CIRCULAR		GOVERNANCE | 28

Position guidelines

The Board has approved general guidelines for the CEO, the Chair, the Lead Independent Director and the committee chairs. Go to cenovus.com for full copies of each of the guidelines, which are summarized below.

CEO. The CEO’s fundamental responsibility is the general direction and management of the business and affairs of Cenovus in accordance with the corporate strategy and objectives approved by the Board. The CEO may only take action within the authority limits delegated by the Board.

Chair. The Chair’s main responsibility is to provide overall leadership to the Board. The Chair is responsible for enhancing the effectiveness of the Board, the committees and the individual directors of the Board. From January 1, 2025 to May 8, 2025, Mr. Pourbaix was Executive Chair of the Board. On May 8, 2025 he stepped down from the Executive Chair role and assumed the role of Chair.

Lead Independent Director. The Lead Independent Director’s responsibility is to ensure the Board continues to operate independently of management, provide independent leadership to the Board to enhance the effectiveness of the Board, the committees and the individual directors of the Board, and engage with shareholders and other key stakeholders on behalf of the Board. As Lead Independent Director since 2023, Mr. Mongeau is responsible for providing leadership to the Board and, in particular, the independent directors, with clearly delineated and comprehensive duties, including the authority to call Board meetings and/or meetings of the independent Board members, approve meeting materials (including agendas) and be available to engage with shareholders and other key stakeholders on behalf of the Board.

Committee Chairs. The main responsibility of the Chair of any Board committee is to effectively manage the duties of the committee. Each Committee Chair ensures its committee is properly organized, functions effectively and meets its obligations and responsibilities.

Board evaluation and renewal

The Governance Committee is responsible for both Board evaluation and renewal. Board evaluation includes the annual assessment of the effectiveness of the Board, committees and each director. Board renewal activities identify the skills, expertise, experience and diversity required to effectively oversee our business activities.

Board evaluation process

Board evaluations are conducted by an external third party at least every three years and otherwise annually through an internally managed evaluation. We completed an external Board evaluation in 2023. It included an anonymous effectiveness questionnaire, individual interviews, and self and peer evaluations of all directors. A final report was presented to the Board and each individual director was also provided a confidential performance evaluation that was shared with the Lead Independent Director and Chair. The Chair also met individually with each director to discuss the results of the evaluation.

An internally managed Board evaluation was completed in 2024 and 2025. Each director completed an effectiveness questionnaire and the Chair met with each director to discuss the effectiveness of our Board, Board committees and each director. The results of the evaluation were reported to the Board by the Chair. The Chair of the Governance Committee also meets with the Chair to discuss their effectiveness. The Governance Committee also assesses:

 

•

The adequacy of information given to directors.

 

•

Communication between our Board and management.

 

•

The processes of the Board and Board committees.

The Governance Committee recommends to our Board any changes to enhance the overall effectiveness of the Board and its committees.

 

CENOVUS 2026 CIRCULAR		GOVERNANCE | 29

Board renewal process

Our Board composition and renewal reviews are a continuous process. The Governance Committee annually reviews each director’s knowledge, skills, experience and meaningful contributions, using the skills and experience matrix set out on page 48. The Governance Committee also identifies retiring Board members.

The Governance Committee and Board identify those gaps in skill, expertise and industry experience that are most important to Cenovus in light of best practices, the Board Mandate, the Board Diversity Policy and our long-term plans. The Governance Committee regularly considers potential director candidates to ensure continuous Board renewal.

Director nominee identification process

The Governance Committee develops criteria for prospective director candidates and identifies, evaluates and recommends nominees to the Board. The Committee receives suggestions for candidates from current directors, the CEO and, when appropriate, search firms, and ensures an objective nomination process.

The Governance Committee reviews skill gaps and diversity when evaluating potential directors and recommends to the Board highly qualified candidates who demonstrate integrity and suitability for overseeing management.

Board Diversity Policy

Cenovus recognizes and embraces the benefits of having a diverse Board that makes good use of various skills, expertise and industry experience. You can find the full Board Diversity Policy at cenovus.com. See page 22 for more information on the diversity of the Board.

Board renewal mechanisms

 

Age limit		Tenure limit		Other mechanisms for Board renewal
No		Yes: 12-year term limit		Board Diversity Policy and annual Board evaluation

Term limits

To balance the benefit of experience and the need for renewal and new perspectives, the Board has adopted a Board Term Limit Policy, which established a 12-year term limit for non-executive directors. Under the Board Term Limit Policy, the Board has discretion to recommend that a director’s term be extended or request the resignation of a director before the expiration of the 12-year term. This policy helps ensure that we continue to benefit from new perspectives, ideas and business strategies while maintaining critical understanding of Cenovus and our business on the Board. The current average tenure of directors is 4.7 years.

Age limits

Cenovus does not have an age limit for directors, recognizing the ability of both younger and older directors to bring insights and perspectives to a diverse Board. Instead, director nomination for re-election is based on assessment of their performance and contributions.

Board interlocks

See page 49 for details of the other public company boards our directors serve on and how we review interlocks among directors.

Director re-election

The Governance Committee recommends to the Board those directors to be nominated for re-election. Directors who may be re-elected are evaluated in light of skills, diversity and the performance assessments conducted under the Board evaluation process.

 

CENOVUS 2026 CIRCULAR		GOVERNANCE | 30

Director orientation and education

The Governance Committee implements processes for:

 

•

Orientation and education of new directors.

 

•

Continued development of current directors.

Orientation

We orient new directors to the:

 

•

Roles of the Board, its committees and individual directors.

 

•

Nature and operation of our business.

The orientation includes:

 

•

Sessions with senior management.

 

•

An overview of Cenovus’s business.

 

•

Overviews of major producing properties and areas of operations.

Each new director is also encouraged to conduct their own due diligence by meeting independently with our Chair, CEO, Lead Independent Director, other directors and members of management.

Education

We provide continuing education opportunities for all directors. These opportunities allow directors to enhance their skills and strengthen their understanding of our business. A chart of the education sessions held during 2025 is on page 49.

Directors also meet with management throughout the year, outside of Board or committee meetings, for informal question and answer discussions.

Directors may attend external education programs, at the expense of Cenovus, to assist in their development. The Chair participates in decisions about directors attending external programs.

 

CENOVUS 2026 CIRCULAR		GOVERNANCE | 31

The directors

Director nominee highlights

 

 

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 32

Nominees

 

Stephen E. Bradley – Independent Director
		Director since May 2024   Age: 67 Smerillo, Italy		Key skills and experience: • International markets • Government & stakeholder relations • Corporate governance • Operational & resource development • Risk management   Board committees: Audit SSR

 

Experience

 

•

Director of CK Asset Holdings Limited, a publicly traded global property investment, development, management and utility infrastructure company, since November 2020.

•

Director of Power Assets Holdings Limited, a publicly traded global energy investment company, since May 2022.

•

Former Director of CNex (Shanghai International Money Broking Co.), a private broking and information services company (November 2020 – July 2024).

 

Current public company board		Committee memberships		Exchange
CK Asset Holdings Limited		Nomination (Chair) Audit Sustainability		SEHK
Power Assets Holdings Limited				SEHK

Prior directorships

 

•

Husky Energy from July 2010 to December 2020 (when Husky Energy combined with Cenovus).

•

Swire Properties Limited from 2010 to 2018.

 

Education

 

•

Bachelor of Arts, Balliol College, Oxford University.

•

Post Graduate Diploma, Fudan University, Shanghai.

•

ICD.D from the Institute of Corporate Directors.

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 33

 

Keith M. Casey – Independent Director
		Director since April 2020   Age: 59 San Antonio, Texas, U.S.		Key skills and experience: • Refining • Marketing & transportation • Risk management • Health, safety & environment • Human capital management   Board committees: HRC SSR

 

Experience

 

•

CEO of Pin Oak Group, LLC, a private midstream company (February 2022 to February 2025).

•

CEO of Tatanka Midstream LLC, a private midstream company (March 2020 to January 2022).

•

Executive roles with Andeavor Corporation (formerly Tesoro Corporation), an integrated petroleum refining, logistics and marketing company (April 2013 to October 2018) including: Executive Vice-President, Commercial and Value Chain, responsible for overseeing the integrated commercial value chain and focused on maximizing its asset base through its midstream, infrastructure and refining assets; Executive Vice-President, Operations; and Senior Vice-President, Strategy and Business Development.

•

Vice-President at BP Products North America Inc. (2006 to 2013).

•

Worked in refining industry since 1998.

•

Leadership roles with Praxair Incorporated and Union Carbide Corp. (before 1998).

 

Current public company board		Committee memberships		Exchange
None

Prior directorships

 

•

Andeavor Logistics LP (formerly Tesoro Corporation) publicly traded (April 2014 to April 2015).

•

Numerous private midstream companies.

 

Education

 

•

Bachelor of Science in Metallurgical and Materials Engineering, California Polytechnic State University, San Luis Obispo.

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 34

 

Michael J. Crothers – Independent Director
		Director since November 2023   Age: 63 Calgary, Alberta, Canada		Key skills and experience: • Operational & resource development • Refining • Health, safety & environment • Risk management • Human capital management   Board committees: Governance HRC

 

Experience

 

•

Over 37 years of operations, commercial and leadership experience in the upstream, downstream and integrated gas businesses, and previously served as President and Country Chair for Shell Canada Limited (Shell), a public global energy and petrochemical company (December 2015 to May 2021).

•

During his tenure at Shell, he also served as Vice President, Canada Integrated Gas (December 2017 to May 2021); Executive Vice President, Oil Sands (January 2017 to December 2017); Vice President, Unconventionals, North America (January 2015 to March 2017); and Managing Director, Shell Exploration & Production Ireland (November 2011 to January 2015).

•

Mr. Crothers serves as Chair of the board of directors of Northern RNA Inc., a private life sciences company. He also serves as a Director of DeNova, the United Way of Calgary and Area, and Alberta Regional Board Chair and National Board Director of Nature Conservancy of Canada.

 

Current public company board		Committee memberships		Exchange
Keyera Corp.		Health, Safety and Environment Governance and Sustainability		TSX

Prior directorships

 

•

Convrg Innovations Inc., formerly Westgen Technologies, private (August 2022 to May 2024).

 

Education

 

•

Bachelor of Science (Chemical Engineering) with distinction, University of Alberta.

•

Professional Engineer, APEGA (retired and non-practising).

•

ICD.D from the Institute of Corporate Directors.

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 35

 

James D. Girgulis – Independent Director
		Director since November 2023   Age: 69 Luxembourg, Grand-Duchy of Luxembourg		Key skills and experience: • Corporate governance • International markets • Government & stakeholder relations • Human capital management • Risk management   Board committees: HRC SSR

 

Experience

 

•

Managing Director of Hutchison Whampoa Europe Investments S.a. r.l., a private investment company and Managing Director of CK Hutchison Group Telecom Finance S.A., a public limited company, both since January 2023.

•

Managing Director of CK Hutchison Networks Europe Investments S.a. r.l., a private investment company (April 2022 to January 2023).

•

Senior Vice-President, General Counsel & Secretary of Husky Energy, a public integrated energy company (April 2012 to March 2021). Consulted as Special Advisor to the Executive at Cenovus (April 2021 to March 2022) following Cenovus’s combination with Husky Energy in January 2021.

 

Current public company board		Committee memberships		Exchange
None

Prior directorships

 

None

 

Education

 

•

Bachelor of Arts, University of Calgary.

•

Bachelor of Laws, University of Alberta.

•

Member of the Bar and of the Law Society of the Province of Alberta.

 

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 36

 

Jane E. Kinney – Independent Director
		Director since April 2019   Age: 68 Toronto, Ontario, Canada		Key skills and experience: • Financial, accounting & capital markets • Risk management • Corporate governance • Cyber security • Human capital management   Board committees: Audit (Chair) SSR

 

Experience

 

•

Over 30 years providing advisory services to global financial institutions.

•

Extensive experience in enterprise risk management, regulatory compliance, cyber and IT risk management, digital transformation and stakeholder relations.

•

25 years with Deloitte LLP Canada (admitted to the Partnership in 1997) including Vice Chair, Leadership Team (June 2010 to June 2019), Canadian Managing Partner, Quality and Risk (May 2010 to June 2015), Global Chief Risk Officer (June 2010 to May 2012) and Risk and Regulatory Practice Leader (June 1999 to May 2010).

•

Director and Chair of Nautilus Indemnity Holdings Limited, a private insurance company. Vice-Chair of the Perimeter Institute for Theoretical Physics, and Chair of the Patron’s Council of the Alzheimer Society of Toronto.

•

Past lecturer at University of Manitoba, Dalhousie University and Saint Mary’s University.

 

Current public company board		Committee memberships		Exchange
Intact Financial Corporation		Audit (Chair) Governance and Sustainability		TSX

Prior directorships

 

•

Toronto Finance International (Board Chair).

•

Women’s College Hospital Foundation.

 

Education

 

•

Mathematics, University of Waterloo.

•

Fellow of the Chartered Professional Accountants of Ontario.

 

Accolades

 

•

Math Alumni Achievement Medal from the University of Waterloo.

•

Recognized as one of Canada’s Most Powerful Women by the Women’s Executive Network in 2014.

 

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 37

 

Eva L. Kwok – Independent Director
		Director since January 2021   Age: 83 Vancouver, British Columbia, Canada   CEO, Amara Holdings Inc. (private investment holding company)		Key skills and experience: • International markets • Corporate governance • Human capital management • Risk management • Marketing & transportation   Board committee: Governance

 

Experience

 

•

Chair, CEO and a director of Amara Holdings Inc., a private investment holding company, since November 2010.

•

Director of CK Life Sciences Int’l., (Holdings) Inc., a publicly traded nutraceutical, pharmaceutical and agriculture-related company, since June 2002, CK Infrastructure Holdings Limited, a publicly traded global infrastructure investment and development company, since September 2004, and CK Asset Holdings Limited, a publicly traded global property investment, development, management and utility infrastructure company, since May 2022.

•

Director of Li Ka Shing (Canada) Foundation.

 

Current public company board		COMMITTEE MEMBERSHIPS		EXCHANGE
CK Infrastructure Holdings Limited		Nomination (Chair)		SEHK, LSE
CK Life Sciences Int’l., (Holdings) Inc.		Remuneration (Chair)		SEHK
CK Asset Holdings Limited				SEHK

Prior Directorships

 

•

Husky Energy from August 2000 to March 2021 (when Husky Energy combined with Cenovus).

 

Education

 

•

Master’s in Science, University of London.

•

Honorary Doctor of Laws, Royal Roads University, British Columbia.

 

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 38

 

Melanie A. Little – Independent Director
		Director since January 2023   Age: 56 Alpharetta, Georgia, U.S.   President and CEO, Colonial Pipeline Company (pipeline and terminaling company owned by Brookfield Infrastructure Partners, a publicly traded company)		Key skills and experience: • Risk management • Health, safety & environment • Human capital management • Climate & emissions • Corporate governance   Board committees: HRC SSR

 

Experience

 

•

Served as Executive Vice-President and Chief Operating Officer of Magellan Midstream Partners, L.P. (since acquired by ONEOK, Inc.), a public partnership that transports, stores and distributes petroleum products (June 2022 to January 2023).

•

During Ms. Little’s 21-year career with Magellan she held a number of senior management positions, including Senior Vice-President, Operations and Environmental, Health, Safety and Security (July 2017 to May 2022); Vice-President roles in Operations and Crude Oil Commercial (February 2011 to June 2017); Director of Transportation Services for Refined Products and Marine (June 2007 to January 2011); and environmental, health and safety management roles (January 2004 to May 2007).

•

Manager of Environmental Compliance at The Williams Companies Inc., a public energy provider and infrastructure company (June 2001 to December 2003) and while on active duty in the U.S. Army, held project management positions in the areas of environmental remediation and civil construction.

•

Ms. Little is also a Director of the Liquid Energy Pipeline Association, American Petroleum Institute and a National Petroleum Council appointee.

•

She was a Director of the International Liquid Terminals Association and The Discovery Lab in 2023.

 

Current public company board		Committee memberships		Exchange
None

Prior directorships

 

•

Diversified Energy Company plc.

 

Education

 

•

Bachelor of Science in Environmental Engineering, United States Military Academy.

•

Master of Science in Civil Engineering, Georgia Institute of Technology.

 

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 39

 

Richard J. Marcogliese – Independent Director
		Director since April 2016   Age: 73 Alamo, California, U.S.   Principal, iRefine, LLC, (privately owned petroleum refining consulting company)		Key skills and experience: • Refining • Health, safety & environment • Risk management • Human capital management • Climate & emissions   Board committees: Audit SSR (Chair)

 

Experience

 

•

Executive Advisor of Pilko & Associates L.P., a private chemical and energy advisory company (June 2011 to December 2019).

•

Operations Advisor to NTR Partners III LLC, a private investment company (October 2013 to December 2017).

•

Operations Advisor to the CEO of Philadelphia Energy Solutions, a partnership between The Carlyle Group and a subsidiary of Energy Transfer Partners, L.P. that operated an oil refining complex on the U.S. Eastern seaboard (September 2012 to January 2016).

•

More than 40-year career in the U.S. refining industry, including over 25 years with Exxon Mobil Corporation. In 2000, he joined Valero Energy Corporation as a result of Exxon’s acquisition, at which point he led an organizational transition from a major integrated oil company business model to Valero’s independent refiner business model. He held increasingly senior positions with Valero including Senior Vice President of Strategic Planning in 2001, Senior Vice President of Refining Operations (October 2001 to November 2005), Executive Vice President, Operations (December 2005 to October 2007) and Executive Vice President and Chief Operating Officer (October 2007 to December 2010) during which time he was responsible for the operation of Valero’s North American refinery system which processed three million barrels of oil per day.

 

Current public company board		Committee memberships		Exchange
Delek US Holdings, Inc.		Audit Compensation Environmental, Health and Safety (Chair)		NYSE

Prior directorships

• Western States Petroleum Association (past Chair).
Education
• Bachelor of Engineering (Chemical Engineering), New York University School of Engineering and Science.

 

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 40

 

Chana L. Martineau – Independent Director Nominee
		Director since May 2025   Age: 56 Edmonton, Alberta, Canada   CEO, Alberta Indigenous Opportunities Corporation		Key skills and experience: • Government & stakeholder relations • Financial, accounting & capital markets • Corporate governance • Human capital management • Risk management   Board committees: Audit Governance

 

Experience

 

•

Chief Executive Officer of the Alberta Indigenous Opportunities Corporation (AIOC), a crown corporation dedicated to supporting Indigenous economic investment in large scale infrastructure through loan guarantees and capacity grant funding, since July 2022, and was a Director of AIOC (November 2021 to July 2022).

•

Senior positions with Canadian Western Bank, including Vice President – Banking (January 2021 to July 2022); COVID-19 Emergency Response Leadership Team member (March 2020 to January 2021); and Vice President – Sales Strategy & Effectiveness (January 2018 to January 2021). On February 3, 2025, Canadian Western Bank was acquired by the National Bank of Canada.

•

13 years at Ernst & Young LLP, in increasingly senior positions.

•

Director and Chair of the Governance and Human Resources Committee of Alberta’s Heritage Fund Opportunities Corporation, an independent Crown corporation tasked with providing oversight of the Province of Alberta’s sovereign wealth fund, since March 2025.

•

Proud member of Frog Lake First Nation on Treaty 6 territory.

 

Current public company board		Committee memberships		Exchange
Alamos Gold Inc.		Technical and Sustainability Public Affairs		TSX, NYSE

Prior directorships

 

None

 

Education

 

•

Bachelor of Arts (Economics), University of Alberta.

•

ICD.D from the Institute of Corporate Directors.

 

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 41

 

Jonathan M. McKenzie – Non-Independent Director
		Director since April 2023   Age: 58 Calgary, Alberta, Canada   President & Chief Executive Officer since April 2023		Key skills and experience: • Financial, accounting & capital markets • Risk management • Operational & resource development • Human capital management • Cyber security   Board committees: none

 

Experience

 

•

Served as Executive Vice-President & Chief Operating Officer of Cenovus (January 2021 to April 2023) and prior to that was Executive Vice-President & Chief Financial Officer (May 2018 to January 2021).

•

More than 30 years of finance and operations experience, mostly in the Canadian oil and gas industry. He was an integral part of Cenovus’s strategic combination with Husky Energy. Mr. McKenzie was Executive Vice-President and Chief Financial Officer of Husky Energy (April 2015 to April 2018).

•

Chief Financial Officer and Chief Commercial Officer of Irving Oil Ltd. (April 2011 to April 2015), where he was responsible for all supply, trading and commercial aspects of the company including coordinating business development projects involving pipelines, rail and terminal operations. Prior to that, Mr. McKenzie was at Suncor Energy Inc. for 10 years where he held increasingly senior positions in finance and operations, including operating responsibility for the company’s upgrader in Fort McMurray, with his final position being Vice-President and Controller.

•

Serves on the board of directors of Irving Oil Ltd. and is Chair of the board of directors at the Canadian Association of Petroleum Producers (CAPP).

 

Current public company board		Committee memberships		Exchange
None

Prior directorships

 

None

 

Education

 

•

Chartered Professional Accountant and a member of the Chartered Professional Accountants of Alberta.

•

Bachelor of Commerce and Bachelor of Arts (Economics), University of Alberta.

As a member of management, Mr. McKenzie complies with the share ownership guidelines for executives. See page 66 for more details on the guidelines.

 

 

 

CENOVUS 2026 CIRCULAR		DIRECTORS | 42