Encana Newfield Merger Agreement

Subject to the approval of authorities and shareholders by both companies, the transaction is expected to close in the first quarter of 2019. Under the terms of the merger agreement, Newfield shareholders will receive 2.6719 common shares of Encana for each newfield common stock. Upon completion of the transaction, Encana shareholders will own approximately 63.5 per cent of the combined company and Newfield shareholders approximately 36.5 per cent. Two directors of the Newfield Board of Directors will join the Encana Board after graduation. “This strategic combination advances our strategy and is immediately positive for our five-year plan,” said Doug Suttles, President and CEO of Encana. Our consistent implementation record gives us the confidence to accelerate and increase shareholder returns. I am very excited to lead the combined business and would like to congratulate the Newfield team for doing a great job of building premium positions at the heart of each of their assets, especially in the first-class and oil-rich stack/SCOOP. Combined with our Cube development model, expected synergies and a relentless focus on efficiency, we are able to achieve highly efficient growth and qualitative returns,” added Mr. Suttles. Lee K. Boothby, President, President and Chief Executive Officer of Newfield, said, “This transaction is the best way for our company.

The combination of the two companies offers our investors the attributes that should be differentiated in the current operational order of magnitude of the energy sector, a proven implementation in the development of large cash-rich onshore resource sets, a peer-leading cost structure and an exceptionally strong balance sheet. A full description of the merger is available in the Joint Information Circular of February 22, 2002. . . .