Cenovus Energy (CVE) investor relations material

Deal rationale and strategic fit

• Adds ~45 MBOE/d, including thermal production near Christina Lake, and expands oil sands exposure in a core resource fairway.

• Adds 1.3B BOE of 2P reserves and 2.3B BOE of 2P+2C resources, with more than 75 years of proved-plus-probable reserve life.

• Consolidates Duvernay Energy Corporation’s oil-weighted Kaybob Duvernay position, with over 90,000 net acres, over 170 net locations and potential to sustain 20 MBOE/d.

• Adds May River and Thornbury tieback potential and applies established SAGD expertise to optimize acquired thermal assets.

Financial terms and conditions

• $5.7B transaction value; Athabasca shareholders receive $12/share in cash, 0.264 buyer shares or an elected combination, subject to proration.

• Aggregate consideration is 65%–75% cash and 25%–35% shares, capped at $4.3B cash and 44.4M shares.

• Cash consideration funded from cash on hand and short-term borrowings; the $4B net debt target and financial framework remain unchanged.

• Year-end 2026 pro forma net debt expected at $5.0B–$5.5B at strip pricing, below 0.5x adjusted funds flow; adjusted funds flow/share accretion expected in 2027.

Synergies and expected cost savings

• ~$85M in annual corporate and commercial synergies expected, with the majority captured in the first full year after closing.

• Leismer plans target an ~20% reduction in steam-to-oil ratio; more than 80 high-return redevelopment well locations have been identified.