NUVISTA ENERGY LTD.

INFORMATION CIRCULAR – PROXY STATEMENT DATED MARCH 25, 2022

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www.nuvistaenergy.com

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WHO WE ARE

WHAT'S INSIDE

NuVista Energy Ltd. is a mid-cap Canadian energy company with top-tier assets in one of the premier economic resource plays in North America, the Montney. Originally founded in 2003, NuVista has grown significantly over the years. Since 2013 specifically, NuVista has grown production from 14,000 Boe/d to current production of over 60,000 Boe/d, with industry leading Environmental, Social and Governance performance. NuVista has a strong track record with a commitment to the highest safety standards, delivering best in class well results with a focus on maximizing value for our shareholders.

We are publicly traded on the Toronto Stock Exchange (TSX: NVA). Find out more on our website www.nuvistaenergy.com , or contact us via email at: [email protected]

Letter to Shareholders	3
Notice of Annual and Special Meeting	5
Voting Matters	7
Matters to be Acted Upon at the Meeting	13
Director Compensation	30
Corporate Governance Practices	38
Executive Compensation	47
Equity Ownership	88
Ownership Guidelines	90
Directors' and Officers' Liability Insurance	92
Indebtedness of Directors and Executive Officers
	92
Interest of Informed Persons in Material
Transactions	92
Interest of Certain Persons and Companies in
Matters to be Acted Upon	92
Additional Information	93
Advisories	93
SCHEDULE A	97
Board of Directors Mandate	97

PROXY SUMMARY

The following summary highlights some of the important information you will find in this information circular – proxy statement. We recommend you read the entire information circular before voting.

Voting Matters	Board Vote Recommendation	For More Information See Pages
Fixingthe Number of Directors	FOR	13
Election of Directors	FOR each nominee	13
Appointment of Auditors	FOR	27
AdvisoryVote on Executive Compensation	FOR	28
Amendment to our Share Award Incentive Plan	FOR	29

2022 Information Circular – Proxy Statement

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LETTER TO SHAREHOLDERS

March 25, 2022

Dear Fellow Shareholder,

On behalf of the Board of Directors and management of NuVista Energy Ltd., I am pleased to inform you that we will be holding our annual and special shareholders’ meeting on Tuesday, May 10, 2022 at 3:00 p.m. (Calgary time) in a virtual-only format that will be conducted via live webcast accessible at https://web.lumiagm.com/288937985.

In 2022, we have nine candidates nominated for election to our Board of Directors, including myself. Since our last shareholder meeting, we have accepted the decision of Mr. Brian Shaw to retire from our Board. We wish to thank Brian for his valuable contributions to NuVista over the last seven years and wish him the very best going forward. Also, since our last shareholder meeting, we welcomed Ms. K.L. (Kate) Holzhauser to our Board. Kate will be standing for election at this year’s meeting, and we look forward to working with her over the coming years and expect she will make a significant contribution to growing stakeholder value.

Each of our directors brings significant oil and gas, financial, and business expertise to NuVista. I would like to thank them for the significant time they dedicate to NuVista. I also would like to acknowledge the dedication and hard work of all our employees. The past several years has been particularly challenging. Through it all though, NuVista became a stronger more purposeful organization. We continued to execute on its strategic plan, positioned itself to deliver long term sustainable growth and did so in a manner consistent with our core values and mission.

The accompanying information circular – proxy statement describes the business that will be conducted at the meeting and provides information on our executive compensation and governance practises.

Our board believes that shareholders should have the opportunity to fully understand the objectives, philosophy and principles that guide the executive compensation-related decisions made by our Corporate Governance & Compensation Committee. Shareholders are encouraged to review the " Executive Compensation " section of the accompanying information circular - proxy statement, which discusses our compensation philosophy and approach to executive compensation, what our named executive officers are paid, and how their respective levels of compensation are determined.

To acknowledge shareholder interest in determining compensation, we have an annual "say on pay" advisory vote, which is a non-binding shareholder advisory vote on executive compensation. This provides shareholders with a formal opportunity to provide their views on our board’s approach to executive compensation. At last years’ annual shareholders meeting, 33.3% of votes were against our advisory vote on executive compensation. I, as Board Chair, and the Chair of our Corporate Governance & Compensation Committee met with representatives of a significant shareholder, who is an industry competitor and whose votes represented 98.4% of the votes against our advisory vote on executive compensation and discussed, among other things, any shareholder concerns relating to executive compensation. None were raised, and it is noted that the shareholder voted against all board resolutions except the appointment of our auditor. As a shareholder, we value your opinion on how we steward NuVista and the decisions we make. We trust we have made appropriate decisions to secure a favourable vote this year.

Our board of directors is committed to open and transparent communication with our shareholders. We encourage you to engage with us on any questions you may have including our approach to compensation.

2022 Information Circular – Proxy Statement

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Shareholders may contact us through our Corporate Secretary at our head office at Suite 2500, 525 – 8[th] Avenue S.W., Calgary, Alberta, T2P 1G1.

We remain focused on creating, enhancing and delivering value to our stakeholders. One way we seek to protect value is by better understanding, disclosing and managing our environmental and social impacts. In recognition of the importance of clear board oversight and risk management for environment, social and governance ( “ESG ”) matters, we have a separate ESG Committee of our board chaired by Mr. Sheldon Steeves.

We have demonstrated our commitment to transparency and ethical practices once again in our 2020 ESG report, which is available for viewing on our website. It provides a comprehensive look at our ESG practices while highlighting the proactivity and excellent execution our teams have always demonstrated in advancement of our ESG performance. Key highlights of the report include our high safety and environmental performance, our long-term progress in reducing greenhouse gas ("GHG") intensity, and our strong governance and community focus.

Approximately 60% of our current production is comprised of natural gas which has the lowest carbon footprint of any hydrocarbon, leading to our GHG performance being better than the North American benchmark. We initially elected to publish fulsome reports bi-annually, and have now increased that frequency to annually. We continue to execute projects to enhance our ESG progress, and we look forward to providing our 2021 ESG report in the summer of 2022. In the meantime, for more information on our ESG progress, please refer to our Management Discussion & Analysis for the year ended December 31, 2021 and press release, which were issued on March 9, 2022 and which are available on our website at www.nuvistaenergy.com .

In order to help mitigate health and safety risks to the community, shareholders, employees and other stakeholders, this year's meeting will once again be held in a virtual-only format conducted via live webcast online at https://web.lumiagm.com/288937985. At this website, shareholders and duly appointed proxyholders will be able to hear the meeting live, submit questions and vote their shares on all items of business while the meeting is being held. While shareholders and duly appointed proxyholders will not be able to attend the meeting in person, regardless of geographic location and ownership, they will have an equal opportunity to participate at the meeting and vote on the matters to be considered. Detailed instructions about how to participate in the meeting can be found in the attached information circular.

Your vote is important and we strongly encourage you to participate in the meeting or submit the enclosed form of proxy or voting information form, as applicable.

On behalf of the board and management of NuVista, we thank you for your ongoing support and confidence.

Sincerely,

(signed) " Pentti O. Karkkainen "

Pentti O. Karkkainen Chair of the Board

2022 Information Circular – Proxy Statement

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NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE is hereby given that the annual and special meeting of the shareholders of NuVista Energy Ltd. will be held on Tuesday, May 10, 2022 at 3:00 p.m. (Calgary time) in a virtual-only format that will be conducted via live webcast accessible at https://web.lumiagm.com/288937985 to:

receive and consider our financial statements for the year ended December 31, 2021, together with the report of the auditors;
fix the number of directors to be elected at the meeting at nine (9) members;
elect nine (9) directors of NuVista Energy Ltd.;
appoint the auditors and authorize our directors to fix their remuneration as such;
consider a non-binding advisory resolution on our approach to executive compensation;
consider and, if thought fit, approve an amendment to our share award incentive plan to increase the number of common shares issuable thereunder; and
transact such other business as may properly be brought before the meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the meeting are set forth in the information circular – proxy statement accompanying this notice.

Registered shareholders may attend the meeting in person (virtually) or may be represented by proxy. Shareholders who are unable to attend the meeting or any adjournments or postponements thereof in person (virtually) are requested to date, sign and return the accompanying form of proxy for use at the meeting or any adjournment or postponement thereof. To be effective, the enclosed form of proxy must be dated, signed and deposited with our registrar and transfer agent, Odyssey Trust Company: (i) by mail using the enclosed return envelope or one addressed to Odyssey Trust Company, at Trader’s Bank Building, Suite 702, 67 Yonge St, Toronto, Ontario M5E 1J8, Attention: Proxy Department; (ii) by facsimile (800) 5174553; (iii) through the internet at https://login.odysseytrust.com/pxlogin. You will need to enter the control number printed on the form of proxy, and follow the interactive voice recording instructions to submit your vote no later than 3:00 p.m. (Calgary time) on May 6, 2022 or, if the meeting is adjourned or postponed, no later than 24 hours (excluding Saturdays, Sundays and statutory holidays in Alberta) before the beginning of any adjourned or postponed meeting. To vote through the internet or by phone you will require your control number found on your proxy form.

2022 Information Circular – Proxy Statement

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Only shareholders of record at the close of business on March 31, 2022, will be entitled to vote at the meeting, unless that shareholder has transferred any shares subsequent to that date and the transferee shareholder, not later than 10 days before the meeting, establishes ownership of the shares and demands that the transferee's name be included on the list of shareholders entitled to vote at the meeting.

DATED at Calgary, Alberta this 25[th] day of March, 2022.

By order of the Board of Directors of NuVista Energy Ltd.

(signed) " Ross Andreachuk " Vice President, Finance, Chief Financial Officer and Corporate Secretary

2022 Information Circular – Proxy Statement

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Information circular - Proxy Statement dated March 25, 2022 for the Annual and Special Meeting of Shareholders of NuVista Energy Ltd. to be held on Tuesday, May 10, 2022.

VOTING MATTERS

How to participate in the meeting

There is no physical location for the meeting. In order to help mitigate health and safety risks to the community, shareholders, employees and other stakeholders, the meeting will be held on Tuesday, May 10, 2022 at 3:00 p.m. (Calgary time) in a virtual, audio only, webcast format. Registered shareholders and duly appointed proxyholders may only attend and participate in the meeting virtually via live audio webcast, including by asking questions during the question and answer session and voting online, provided they follow the instructions herein.

Registered shareholders and duly appointed proxyholders who participate by attending online will be able to listen to the proceedings of the meeting, ask questions and vote on the applicable resolutions during the specified times, provided they remain connected to the internet.
If you are a non-registered shareholder and wish to vote your shares online during the meeting, you must follow the instructions below under the heading " How to vote" . Non-registered shareholders who have not duly appointed themselves as proxyholders may still attend the meeting as guests, but will not be able to vote.
Guests, including non-registered shareholders who have not duly appointed themselves as proxyholder, will be able to login and listen to the proceedings of the meeting but will not be able to vote.
Attendees can login to the meeting by following the instructions below.
Log in online at: https://web.lumiagm.com/288937985. The latest versions of Chrome, Safari, Microsoft Edge or Firefox will be needed. We recommend that you log in at least 30 to 60 minutes before the meeting starts to allow ample time to check compatibility and complete the related procedures.
For registered shareholders and duly appointed proxyholders, select " I have a Control Number/Username " and enter your control number or username and the password: "nuvista2022" (case sensitive).

OR

Click " I am a guest " and then complete the online form to access the meeting.

For registered shareholders: The control number located on the form of proxy or in the e-mail notification delivered for the meeting is the control number to log in to the meeting. For duly appointed proxyholders: Odyssey Trust Company will provide the proxyholder with a username by e-mail after the proxy voting deadline has passed provided that the proxyholder has been duly appointed and registered as described in this information circular – proxy statement below under the heading " How to vote" which will be required (with case-sensitive password "nuvista2022") to log into the meeting.

2022 Information Circular – Proxy Statement

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How to vote

The voting process is different depending on whether you are a registered or non-registered shareholder and is described more fully below.

Registered Shareholders:

Your common shares are registered in your name.

Voting in person (virtually)

If you are a registered shareholder, you can attend the meeting (virtually) and vote at the meeting by going to https://web.lumiagm.com/288937985 in a web browser on a smartphone, tablet or computer, selecting " I have a Control Number/Username " and entering your control number (your control number is located on the enclosed form of proxy) and the password: "nuvista2022" (case sensitive). Follow the instructions to access the meeting and vote when prompted.

If you wish to appoint a person other than those named in the enclosed form of proxy to attend the meeting (virtually) and vote at the meeting on your behalf, you should insert that person's name in the blank space provided in the enclosed form of proxy and send in the proxy form to the address specified on proxy form within the required timeframe in advance of the meeting. Your proxyholder does not need to be a shareholder, but this person or company must attend the meeting (virtually) and vote on your behalf. You must also visit [email protected] to register your proxyholder's name and e-mail address so that our transfer agent, Odyssey Trust Company can send your proxyholder, via e-mail, a control number. Failure to register will result in your proxyholder

not receiving a control number that is required to vote at the meeting.

Your proxyholder can then attend the meeting by going to https://web.lumiagm.com/288937985 in a web browser, on a smartphone, tablet or computer, selecting " I have a Control Number/Username ", entering the username that your proxyholder received in the e-mail from Odyssey Trust Company, password "nuvista2022" (case sensitive) and then follow the instructions to access the meeting and vote when prompted.

Non-registered Shareholders (or Beneficial Shareholders):

Your common shares are held in the name of your nominee (usually a bank, trust company, broker, securities dealer or other financial institution) and you are the beneficial shareholder.

Voting in person (virtually)

If you are a non-registered shareholder, you can attend the meeting (virtually) and vote at the meeting by filling in your name in the blank space provided on the voting instruction form and appointing yourself as proxy and sending in the completed voting instruction form to the address specified on the voting instruction form within the required time frame in advance of the meeting. You must also visit [email protected] to register your name and e-mail address so that our transfer agent, Odyssey Trust Company can send you, via e-mail, a control number. Failure to register will result in you not receiving a username that is required to vote at the meeting.

You can then attend the meeting by going to https://web.lumiagm.com/288937985 in a web browser, on a smartphone, tablet or computer, selecting " I have a Control Number/Username ", entering the username that you received in the e-mail from Odyssey Trust Company, password "nuvista2022" (case sensitive), and then follow the instructions to access the meeting and vote when prompted.

Non-registered shareholders who have not duly appointed themselves as proxy will not be able to vote online at the virtual meeting but will be able to join the live webcast by going to https://web.lumiagm.com/288937985, and checking on " I am a guest " and filing in the form.

2022 Information Circular – Proxy Statement

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Registered Shareholders:

Voting by proxy

Voting by proxy is the easiest way to vote. This means you have the right to appoint someone else (your proxyholder) to attend the meeting (virtually) and vote your common shares for you.

If you do not appoint your own proxyholder, our representatives named on the proxy form will act as your proxyholder, and will vote your common shares according to your instructions.

If you sign and return the form but do not give your voting instructions or specify that you want your common shares withheld from voting on certain matters, the NuVista representatives will vote FOR each of the items of business to be considered at the meeting.

Internet Go to https://login.odysseytrust.com/pxlogin Enter the control number printed on the form and follow the instructions on the screen. Mail Enter voting instructions, sign the form of proxy and send your completed form of proxy to our registrar and transfer agent in the envelope provided, or to Odyssey Trust Company at Trader’s Bank Building, Suite 702, 67 Yonge St, Toronto, Ontario M5E 1J8, Attention: Proxy Department. Fax Enter voting instructions, sign the form of proxy and fax your completed form of proxy to (800) 517-4553.

Non-registered Shareholders (or Beneficial Shareholders):

Voting by proxy

The majority of brokers in Canada and the United States delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. Please provide your voting instructions as specified in the voting instruction form as follows.

Internet Go to www.proxyvote.com. Enter the control number printed on the voting instruction form and follow the instructions on the screen. Phone Call 1-800-474-7498 or 1-800-474-7501 (French) and follow the instructions. You will need to enter the control number printed on the voting instruction form, and follow the interactive voice recording instructions to submit your vote. Mail Enter your voting instructions on the voting instruction form, sign and date it, and send the completed form as specified in the voting instruction form. Fax Enter voting instructions, sign the voting instruction form and fax the completed voting instruction form to 1-905-507-7793.

Who can vote

You are entitled to receive notice of and vote at the meeting if you hold common shares at the close of business on March 31, 2022, the record date. If you acquire your common shares after the record date, you can ask for your name to be included in the list of eligible shareholders up until 10 days before the meeting if you have proper proof that you own the common shares. Contact our transfer agent, Odyssey Trust Company at 1-888-290-1175 for assistance.

Send your proxy or voting instruction form right away

Take some time to read this information circular – proxy statement and then vote your common shares right away. We must receive your voting instructions by 3:00 p.m. (Calgary time) on May 6, 2022 to ensure your common shares are voted at the meeting.

If you are a beneficial shareholder, you will need to allow enough time for your nominee (or their representative) to receive your voting instructions and then submit them to Odyssey Trust Company.

If the meeting is postponed or adjourned, you must send your voting instructions at least 24 hours (not including Saturdays, Sundays and holidays) before the time the meeting is reconvened.

2022 Information Circular – Proxy Statement

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Changing your vote

If you change your mind about how you want to vote your common shares, you can revoke your proxy in one of the following ways, or by any other means permitted by law.

If you are a registered shareholder:

access the meeting by following the instructions above and vote your common shares at the meeting during the designated time;
vote again on the internet or by phone before 3:00 p.m. (Calgary time) on May 6, 2022;
complete a proxy form with a later date than the form you originally submitted, and mail it as soon as possible so that it is received before 3:00 p.m. (Calgary time) on May 6, 2022; or
send a written notice from you or your authorized attorney revoking your previously provided proxy to our Corporate Secretary so that it is received before 4:30 p.m. (Calgary time) on May 6, 2022.

If you are a beneficial shareholder, follow the instructions provided by your nominee or in the voting instruction form you have received.

Solicitation of Proxies

This information circular - proxy statement is furnished in connection with the solicitation of proxies by or on behalf of our management for use at our annual and special meeting of shareholders to be held at 3:00 p.m. (Calgary time) on Tuesday, May 10, 2022.

Accompanying this information circular - proxy statement is a form of proxy for registered shareholders. A registered shareholder has a choice of voting by proxy on the internet, by phone or by mail or by using the form of proxy provided by us to appoint another person (who need not be a shareholder) other than the persons designated in the form of proxy provided by us to attend the meeting (virtually) and act for such shareholder, or voting in person (virtually) by attending the meeting. If a shareholder votes by proxy on the internet, by telephone, by mail or by facsimile in advance of the meeting, such shareholder's vote will be counted, whether or not such shareholder attends the meeting. Even if a shareholder attends the meeting, it may be more convenient to vote in advance.

The persons named in the enclosed form of proxy are our directors and/or officers. As a shareholder you have the right to appoint a person or company, who need not be a shareholder, to represent you at the meeting . To exercise this right you should insert the name of the desired representative in the blank space provided on the form of proxy and strike out the other names or submit another appropriate proxy. The instrument appointing a proxy must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation.

2022 Information Circular – Proxy Statement

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Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to you if you do not hold your common shares in your own name. Only proxies deposited by shareholders whose names appear on our records as the registered holders of common shares can be recognized and acted upon at the meeting. If your common shares are listed in your account statement provided by your broker, then, in almost all cases, those common shares will not be registered in your name on our records. Such common shares will likely be registered under the name of your broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co., the registration name for The CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms. Common shares held by your broker or their nominee can only be voted upon your instructions. Without specific instructions, your broker or their nominee is prohibited from voting your shares.

Applicable regulatory policy requires your broker to seek voting instructions from you in advance of the meeting. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your shares are voted at the meeting. Often, the form of proxy supplied by your broker is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to a mailing/tabulating agent who mails a scannable voting instruction form in lieu of the form of proxy. You are asked to complete and return the voting instruction form to them by mail or facsimile. Alternatively, you can use their website or call their toll-free telephone number to instruct them how to vote your shares. They then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of shares to be represented at the meeting. If you receive a voting instruction form from a mailing/tabulating agent, it cannot be used as a proxy to vote shares directly at the meeting as it must be returned to the mailing/tabulating agent well in advance of the meeting in order to have the shares voted .

Persons Making the Solicitation

This solicitation is made on behalf of our management . We will bear the costs incurred in the preparation and mailing of the form of proxy, notice of annual and special meeting and this information circular - proxy statement. In addition to mailing forms of proxy, proxies may be solicited by personal interviews, or by other means of communication, by our directors, officers and employees who will not be remunerated therefor.

Exercise of Discretion by Proxy

The common shares represented by proxy in favour of management nominees will be voted or withheld from voting on any matter at the meeting. Where you specify a choice with respect to any matter to be acted upon, the shares will be voted on the matter in accordance with the specification so made. If you do not provide instructions, your shares will be voted in favour of the matters to be acted upon as set out herein. The persons appointed under the form of proxy, which we have furnished, are conferred with discretionary authority with respect to amendments or variations of those matters specified in the form of proxy and notice of annual and special meeting and with respect to any other matters which may properly be brought before the meeting or any adjournment thereof. At the time of printing this information circular – proxy statement, we know of no such amendment, variation or other matter.

2022 Information Circular – Proxy Statement

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Notice-and-Access

We have elected to use the "notice-and-access" provisions under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer for the meeting to those of you who do not hold your common shares in your own name. The "notice-and-access" provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing us to post our information circular in respect of our meeting and related materials online.

We have also elected to use procedures known as "stratification" in relation to our use of the "notice-andaccess" provisions. Stratification occurs when we, while using the "notice-and-access" provisions, provide a paper copy of our notice of meeting and information circular and, if applicable, a paper copy of our financial statements and related management's discussion and analysis, to some but not all of our shareholders. In relation to the meeting, our registered shareholders will receive a paper copy of the notice of the meeting, this information circular, a form of proxy and our financial statements and related management's discussion and analysis whereas non-registered holders of our common shares will receive a "notice-and-access" notification and a voting instruction form. In addition, a paper copy of the notice of the meeting, this information circular, a form of proxy and our financial statements and related management's discussion and analysis will be mailed to those shareholders who do not hold their common shares in their own name but who have previously requested to receive paper copies of these materials.

We will be delivering proxy-related materials to non-objecting beneficial owners of our common shares directly with the assistance of Broadridge Investor Communications Solutions. We intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of our common shares.

How to obtain paper copies of the meeting materials

Registered and beneficial shareholders can ask for free paper copies of this information circular – proxy statement and the proxy form or voting information form to be sent to them by mail. If you have any questions about the notice and access provisions or would like to request paper copies of the materials for the meeting, please contact our transfer agent, Odyssey Trust Company at 1-888-290-1175. You can also request free paper copies from us at:

NuVista Energy Ltd. Suite 2500, 525 8th Ave S.W. Calgary, Alberta T2P 1G1

Email: [email protected]

Voting Shares and Principal Holders

We are authorized to issue an unlimited number of common shares without nominal or par value. As at March 25, 2022, there were 228,430,593 common shares issued and outstanding. As a holder of common shares you are entitled to one vote for each share you own.

2022 Information Circular – Proxy Statement

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To the knowledge of our directors and officers, as at March 25, 2022 no person or company beneficially owned, or controlled or directed, directly or indirectly, more than 10% of our common shares, other than as set forth below:

Name	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly	Percentage of Our Issued and Outstanding Common Shares
Paramount Resources Ltd.(1)	37,252,142	16.3%

Note:

(1) Based on information filed on the SEDI website at www.sedi.ca as of March 25, 2022.

MATTERS TO BE ACTED UPON AT THE MEETING

Fixing the Number of Directors

Our articles provide for a minimum of three directors and a maximum of eleven directors. Our by-laws provide that the number of our directors shall be determined from time to time by our shareholders.

There are currently ten directors on our board of directors. Mr. Shaw is retiring from our board of directors and will not be standing for re-election at the meeting. As a result, it is proposed that the number of directors to be elected to hold office until the next annual meeting or until their successors are elected or appointed be set at nine.

Accordingly, unless otherwise directed, it is the intention of management to vote proxies in the accompanying form in favour of fixing the number of directors to be elected at the meeting at nine.

Election of Directors

Our board has fixed the number of directors to be elected at the meeting at nine members. You are being asked to cast your vote for the following nine directors:

Pentti O. Karkkainen	Sheldon B. Steeves
Ronald J. Eckhardt	Deborah S. Stein
K.L. (Kate) Holzhauser	Jonathan A. Wright
Keith A. MacPhail	Grant A. Zawalsky
Ronald J. Poelzer

Each director will hold office until the next annual meeting of our shareholders or his or her successor is duly elected or appointed, unless his or her office is earlier vacated.

In the event that a vacancy among such nominees occurs because of death or for any reason prior to the meeting, the proxy will not be voted with respect to such vacancy.

2022 Information Circular – Proxy Statement

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Voting for Election of Directors

Our directors are elected annually, individually and by majority vote. The individual voting results of this meeting will be published by news release and on the SEDAR website at www.sedar.com after the meeting. The individual voting results will also be reviewed by our Corporate Governance & Compensation Committee and will be considered as part of the committee's overall review and assessment of the nominees recommended to shareholders at our next annual meeting of shareholders.

Our by-laws set forth a procedure requiring advance notice to us by any shareholder who intends to nominate a person for election as a director of us. Among other things, the by-laws set a deadline by which such shareholders must notify us in writing of an intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and specify the information that a nominating shareholder must include in the notice in order for director nominees to be eligible for nomination and election at the meeting. These requirements are intended to provide all shareholders with the opportunity to evaluate and review the proposed candidates and vote on an informed and timely manner regarding such nominees. Our by-laws do not affect nominations made pursuant to a "proposal" made in accordance with the Business Corporations Act (Alberta) or a requisition of a meeting of shareholders made pursuant to the Business Corporations Act (Alberta). As of the date of this information circular – proxy statement, we have not received any nominations pursuant to the advance notice provisions contained in our by-laws.

We have a majority vote policy. Unless there is a contested election, a director who receives more "withhold" votes than votes "for" at the meeting will immediately offer to resign. Our Corporate Governance & Compensation Committee will review the matter and recommend to the board whether to accept the resignation. The committee will consider all relevant factors, including why shareholders withheld votes, the director’s length of service, qualifications and contributions to us, share ownership, the current mix of skills and attributes of the directors on our board, the impact with respect to covenants in our agreements or plans, if any, and legal requirements, policies or guidelines (regulatory, securities or corporate laws, or stock exchange rules) for director numbers and qualifications, The resignation will be effective if, and when, accepted by the board. The director will not participate in any deliberations on the matter.

We expect to accept the resignation unless there is some special circumstance that warrants the director to stay on our board. In any case, our board will determine whether or not to accept the resignation within 90 days of the relevant annual shareholders’ meeting and we will promptly issue a news release with the board’s decision. If the board determines not to accept a resignation, the news release will fully state the reasons for that decision.

Management recommends that shareholders vote FOR the election of each of these nominees. The persons named in the enclosed form of proxy intend to vote FOR the election of each of these nominees unless the shareholder specifies authority to do so is withheld.

Biographies of our Directors

The following information relating to the director nominees is based partly on our records and partly on information received by us from the nominees:

2022 Information Circular – Proxy Statement

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Pentti O. Karkkainen , ICD. D Bachelor of Science (Geology) (Honours) and Masters of Business Administration West Vancouver, British Columbia, Canada Age: 67 Director since 2003 Independent Director Shareholder approval rating at the 2021 annual meeting – 66.62%

Mr. Karkkainen has over 30 years of investment management, energy sector research and investment banking experience, as well as four years of industry experience with Gulf Canada Resources. Mr. Karkkainen was a CoFounder and General Partner of KERN Partners, a leading Canadian based energy focused capital markets and private equity firm, from September 2000 to July 2014 and was the firm's Senior Strategy Advisor from July 2014 until his retirement from the firm in August 2015. Prior to establishing KERN Partners, Mr. Karkkainen was Managing Director and Head of Oil and Gas Equity Research at RBC Capital Markets.

Mr. Karkkainen holds a Bachelor of Science (Honours) degree in Geology from Carleton University, a Masters of Business Administration degree from Queen's University and holds a designation from the Institute of Corporate Directors.

Mr. Karkkainen is also Chair of the board of directors of AltaGas Ltd.

			Meetings in
Board and Committee Participation		Position	2021	Attendance
Board of Directors		Chair	12/12	100%
Audit Committee		Member	4/4	100%
Corporate Governance & Compensation Committee		Member	3/3	100%
Equity Holdings (1)	2021		2020
	Number	Value(2)	Number	Value(3)
Common Shares	150,000	1,044,000	150,000	141,000
Deferred Share Units	153,073	1,065,388	134,906	126,812
Total	303,073	2,109,388	284,906	267,812
Other Public Board Directorships			Committee Positions
AltaGas Ltd.			Chair of the Board

2022 Information Circular – Proxy Statement

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Ronald J. Eckhardt Bachelor of Science (Mechanical Engineering) Calgary, Alberta, Canada Age: 67 Director since 2013 Independent Director Shareholder approval rating at the 2021 annual meeting – 66.23%

Mr. Eckhardt has more than 35 years of experience in the oil and gas industry. Most recently, Mr. Eckhardt was the Executive Vice-President, North American Operations for Talisman Energy Inc., a public oil and gas company from 2003 to 2009. Mr. Eckhardt joined Talisman (then BP Canada) in 1986 as Chief Drilling Engineer and held positions of increasing responsibility in domestic operations until his retirement in 2009.

Mr. Eckhardt holds a Bachelor of Science degree in Mechanical Engineering from the University of Manitoba.

Mr. Eckhardt is also Chair of the board of directors of Athabasca Oil Corporation.

				Meetings in
Board and Committee Participation			Position	2021		Attendance
Board of Directors			Member	12/12		100%
Corporate Governance Committee	&	Compensation	Member	3/3		100%
Reserves Committee			Chair	2/2		100%
Equity Holdings (1)		2021			2020
		Number	Value(2)	Number		Value (3)
Common Shares		158,311	1,101,845	158,311		148,812
Deferred Share Units		162,201	1,128,919	144,034		135,392
Total		320,512	2,230,764	302,345		284,204
Other Public Board Directorships				Committee Positions
Athabasca Oil Corporation				Chair of the Board
				Reserves Committee

2022 Information Circular – Proxy Statement

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K.L. (Kate) Holzhauser, P. E. Bachelor of Science (Chemical Engineering) Master of Business Administration (Honours) Houston, Texas, USA Age: 61 Director since 2021 Independent Director Shareholder approval rating at the 2021 annual meeting – n/a

Ms. Holzhauser is a Registered Professional Engineer (Texas) and management professional with more than 35 years’ experience in the petrochemical and refining industries. She joined Chevron Phillips Chemical in 2014, where she served as Vice President of Environmental, Health, Safety and Security. Prior to this, she held the position of Vice President, Operations/Operations Director in INEOS Nitriles.

Ms. Holzhauser holds a Bachelor of Science (Chemical Engineering) from South Dakota School of Mines and Technology and a Master of Business Administration (Honours) from the University of Houston Executive MBA Program.

Ms. Holzhauser is also a director of a private company.

					Meetings	in
Board and Committee Participation			Position		2021(a)			Attendance
Board of Directors			Member		1/1			100%
Equity Holdings (1)		2021					2020	(a)
	Number		Value(2)		Number			Value
Common Shares(b)		-		-		-			-
Deferred Share Units		-		-		-			-
Total		-		-		-			-
Other Public Board Directorships					Committee Positions
None						-

Notes:

(a) Ms. Holzhauser joined our board of directors on December 8, 2021. Represents attendance at meetings held since her appointment.

(b) Ms. Holzhauser became a director on December 8, 2021 and has six months from joining our board to satisfy our ownership guidelines.

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Keith A. MacPhail , P. Eng. Bachelor of Science (Petroleum Engineering) (Honours) and a Diploma (Petroleum Technology) (Honours) Calgary, Alberta, Canada Age: 65 Director since 2003 Independent Director Shareholder approval rating at the 2021 annual meeting – 66.48%

Mr. MacPhail has over 35 years of experience in the oil and gas industry. Most recently, Mr. MacPhail was the Chair of Bonavista Energy Corporation from 2018 until August 2020. Prior thereto, Mr. MacPhail was the Executive Chair and prior thereto, the Chair and CEO of Bonavista. Mr. MacPhail also served on the Board of Directors of Canadian Natural Resources Limited from October 1993 to May 2015. Prior to joining Bonavista in 1997, Mr. MacPhail held progressively more responsible positions with Canadian Natural Resources Limited with his final position being Executive Vice President and COO. Prior thereto, he held the position of Production Manager with Poco Petroleums Ltd.

Mr. MacPhail holds a Bachelor of Science (Honours) degree in Petroleum Engineering from the Montana College of Mineral Science, a diploma in Petroleum Technology (Honours) from SAIT and is a member of the Association of Professional Engineers, Geologists & Geophysicists of Alberta.

Mr. MacPhail is also Chair of the board of directors of Cenovus Energy Inc. and is a director of a private company.

			Meetings in
Board and Committee Participation		Position	2021	Attendance
Board of Directors		Member	12/12	100%
Corporate Governance & Compensation Committee		Chair	3/3	100%
Reserves Committee		Member	2/2	100%
Equity Holdings (1)	2021		2020
	Number	Value(2)	Number	Value(3)
Common Shares	3,332,042	23,191,012	3,532,042	3,320,119
Deferred Share Units	198,320	1,380,307	180,153	169,344
Total	3,530,362	24,571,319	3,712,195	3,489,463
Other Public Board Directorships		Committee Positions
Cenovus Energy Inc.			Chair of the Board
		Governance Committee

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Ronald J. Poelzer , CPA, CA Bachelor of Commerce (Distinction) Calgary, Alberta, Canada Age: 60 Director since 2003 Independent Director Shareholder approval rating at the 2021 annual meeting – 66.56%

Mr. Poelzer has more than 30 years of experience in the oil and gas industry. Most recently, Mr. Poelzer was Vice Chair of Bonavista Energy Corporation from 2015 until August 2020. Prior thereto, Mr. Poelzer was Executive Vice Chair and Executive Vice President responsible for various strategic planning, business development, financial and capital market roles. Prior to joining Bonavista in 1997, Mr. Poelzer was with Poco Petroleum Ltd. as Vice President, Business Development. Prior thereto, Mr. Poelzer was in public accounting practise.

Mr. Poelzer is a Chartered Professional Accountant and holds a Bachelor of Commerce (Distinction) degree from the University of Saskatchewan.

Mr. Poelzer is also a member of the board of directors of various private companies and a charitable foundation.

				Meetings in
Board and Committee Participation			Position	2021		Attendance
Board of Directors			Member	12/12		100%
Audit Committee			Member	4/4		100%
Corporate Governance Committee	&	Compensation	Member	3/3		100%
Equity Holdings (1)		2021			2020
		Number	Value(2)	Number		Value(3)
Common Shares		5,901,277	41,072,888	5,901,277		5,547,200
Deferred Share Units		119,247	829,959	101,080		95,015
Total		6,020,524	41,902,847	6,002,357		5,642,215
Other Public Board Directorships				Committee Positions
None				-

2022 Information Circular – Proxy Statement

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Sheldon B. Steeves, P. Geol. Bachelor of Science (Geology) Calgary, Alberta, Canada Age: 68 Director since 2013 Independent Director Shareholder approval rating at the 2021 annual meeting – 67.00%

Mr. Steeves has more than 35 years of experience in the North American oil and natural gas business. Mr. Steeves was most recently the Chief Executive Officer and Chair of Echoex Ltd., a private oil and natural gas exploration and production company. Mr. Steeves started Echoex in January of 2001 and monetized the company in April 2012. Prior to Echoex, Mr. Steeves was the Chief Operating Officer of Renaissance Energy Ltd.

Mr. Steeves holds a Bachelor of Science degree in Geology from the University of Calgary and is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta, the Canadian Society of Petroleum Geologists and the American Association of Petroleum Geologists.

Mr. Steeves also serves on the board of directors of Enerplus Corporation and PrairieSky Royalty Ltd.

			Meetings in
Board and Committee Participation		Position	2021	Attendance
Board of Directors		Member	12/12	100%
Environment,Social & Governance Committee		Chair	2/2	100%
Reserves Committee		Member	2/2	100%
Equity Holdings (1)	2021			2020
	Number	Value(2)	Number	Value(3)
Common Shares	25,631	178,392	25,631	24,093
Deferred Share Units	116,379	809,998	98,212	92,319
Total	142,010	988,390	123,843	116,412
Other Public Board Directorships			Committee Positions
Enerplus Corporation		Reserves, Safety	and Social Responsibility Committee (Chair)
		Audit	and Risk Management Committee
PrairieSky Royalty Ltd.			Reserves Committee (Chair)
			Audit Committee
		Governance and Compensation Committee

2022 Information Circular – Proxy Statement

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Deborah S. Stein , FCPA, FCA, ICD.D Bachelor of Arts (Economics) Heritage Pointe, Alberta, Canada Age: 61 Director since 2016 Independent Director Shareholder approval rating at the 2021 annual meeting – 67.10%

Ms. Stein has over 30 years of industry experience, including over 20 years of direct experience in the oil and gas industry, most recently having held the position of Chief Financial Officer at AltaGas Ltd. Prior to joining AltaGas in 2005, Ms. Stein held various positions at TransCanada Corporation. Ms. Stein also led the finance functions of Wendy’s Restaurants of Canada and Paramount Canada’s Wonderland.

Ms. Stein is a Fellow Chartered Professional Accountant, holds a designation from the Institute of Corporate Directors and obtained her Bachelor of Arts degree from York University, majoring in Economics. Ms. Stein has also obtained the ESG Global Competent Boards Designation.

Ms. Stein also serves on the board of directors of Aecon Group Inc., Parkland Corporation, Trican Well Service Ltd., and various private companies, and is a past Chair of Financial Executives Canada and past Trustee of the Calgary Zoo.

			Meetings in
Board and Committee Participation		Position	2021	Attendance
Board of Directors		Member	12/12	100%
Audit Committee		Chair	4/4	100%
Environment,Social & Governance Committee		Member	2/2	100%
Equity Holdings (1)	2021			2020
	Number	Value(2)	Number	Value (3)
Common Shares	32,710	227,662	32,710	30,747
Deferred Share Units	116,379	809,998	98,212	92,319
Total	149,089	1,037,660	130,922	123,066
Other Public Board Directorships			Committee Positions
Aecon Group Inc.			Audit Committee	(Chair)
		Corporate Governance, Nominating and Compensation
			Committee
Parkland Corporation			Audit Committee
		Strategic Initiatives & Corporate Development Committee
Trican Well Service Ltd.			Audit Committee
		Human Resources and Compensation Committee(Chair)

2022 Information Circular – Proxy Statement

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Jonathan A. Wright, P. Eng. Masters of Science (Mechanical Engineering) (Great Distinction) and Bachelor of Science (Mechanical Engineering) (Great Distinction) Calgary, Alberta, Canada Age: 56 Director since 2011 President & CEO (Not Independent) Shareholder approval rating at the 2021 annual meeting – 67.04%

Mr. Wright has been our President and Chief Executive Officer since May 9, 2011. Mr. Wright has more than 33 years of experience in the oil and gas industry.

Prior to joining NuVista, Mr. Wright has held progressively more responsible roles both domestically and abroad with Talisman Energy Ltd., most recently as Senior Vice-President of Talisman's North American Conventional Production Division which produced approximately one-half of Talisman's North American production at the time. Prior to joining Talisman in 1995, Mr. Wright spent six years with Shell Canada Ltd. in various operations and business development roles.

Mr. Wright possesses both a Masters and a Bachelor of Science Degree in Mechanical Engineering (with Great Distinction) from the University of Saskatchewan, where he earned, among other awards, the Canadian Governor General's Gold Medal for being the Outstanding University Post-Graduate for his pursuit in hydraulics and computer controls.

In addition, Mr. Wright serves on the Board of Governors for CAPP, the Canadian Association of Petroleum Producers.

			Meetings in
Board and Committee Participation		Position	2021		Attendance
Board of Directors		Member	12/12		100%
Equity Holdings (1)	2021			2020
	Number	Value (2)	Number		Value (3)
Common Shares	826,117	5,749,774	800,917		752,862
Stock Options	1,227,762	4,297,065	1,301,653		39,308
Incentive Awards	962,692	6,700,337	833,525		780,082
Total	3,016,571	16,747,176	2,936,095		1,572,252
Other Public Board Directorships			Committee Positions
None			-

2022 Information Circular – Proxy Statement

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Grant A. Zawalsky , LL.B. Bachelor of Laws and Bachelor of Commerce Calgary, Alberta, Canada Age: 62 Director since 2003 Independent Director Shareholder approval rating at the 2021 annual meeting – 66.45%

Mr. Zawalsky is the Vice Chair and former Managing Partner of Burnet, Duckworth & Palmer LLP (Barristers and Solicitors) where he has been a Partner since 1994.

Mr. Zawalsky holds a Bachelor of Commerce and LL. B. from the University of Alberta and is a member of the Law Society of Alberta.

Mr. Zawalsky currently sits on the board of directors of PrairieSky Royalty Ltd. and Whitecap Resources Inc. and a number of private companies. He is also the Corporate Secretary of ARC Resources Ltd. and is the past President of the Calgary Petroleum Club.

			Meetings in
Board and Committee Participation		Position	2021	Attendance
Board of Directors		Member	12/12	100%
Environment,Social & Governance Committee		Member	2/2	100%
Equity Holdings (1)	2021			2020
	Number	Value (2)	Number	Value (3)
Common Shares	211,915	1,474,928	211,915		199,200
Deferred Share Units	140,406	977,226	122,239		114,905
Total	352,321	2,452,154	334,154		314,105
Other Public Board Directorships			Committee Positions
PrairieSkyRoyaltyLtd.			Reserves Committee
Whitecap Resources Inc.		Health, Safety and Environment Committee
		Sustainabilityand AdvocacyCommittee

Notes:

(1) We have established an equity ownership policy that non-management directors must have an equity ownership interest in our common shares within six months of joining our board of at least three times their annual board retainer. Following the phase-in period, directors are expected to be in continuous compliance with these guidelines. In the event that an individual who has achieved the target ownership level subsequently falls below such target ownership level due solely to a decline in the market price of our common shares, such individual will be considered to be in compliance with the ownership guidelines as long as the adjusted cost base of his or her common shares exceeds the target ownership level.
(2) The value of the 2021 Equity Holdings have been calculated as the sum of: (i) the number of common shares held by each nominee as of December 31, 2021 multiplied by the closing price of our common shares on the Toronto Stock Exchange on December 31, 2021 ($6.96), (ii) the value of the deferred share units ("DSUs") of each nominee is based on the number of DSUs held by the nominee as of December 31, 2021 multiplied by the closing price of our common shares on the Toronto Stock Exchange on December 31, 2021 ($6.96); and (iii) in the case of Mr. Wright, includes: (A) the number of common shares

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issuable upon exercise of stock options held as of December 31, 2021 multiplied by the difference between the closing price of our common shares on the Toronto Stock Exchange on December 31, 2021 ($6.96) and the exercise price of the applicable stock option; and (B) the number of restricted share awards and performance share awards (with an actual multiplier of 1.23x for performance share awards granted in 2019 and an assumed payout multiplier of 1x for the balance) granted under our share award incentive plan held as of December 31, 2021 multiplied by the closing price of our common shares on the Toronto Stock Exchange on December 31, 2021 ($6.96) but does not include performance share units granted under our cash award incentive plan since such awards may only be settled in cash.

(3) The value of the 2020 Equity Holdings have been calculated as the sum of: (i) the number of common shares held by each nominee as of December 31, 2020 multiplied by the closing price of our common shares on the Toronto Stock Exchange on December 31, 2020 ($0.94); (ii) the value of the DSUs of each nominee is based on the number of DSUs held by the nominee as of December 31, 2020 multiplied by the closing price of our common shares on the Toronto Stock Exchange on December 31, 2020 ($0.94); (iii) in the case of stock options held by Mr. Wright and Mr. Shaw, includes the number of common shares issuable upon exercise of stock options held as of December 31, 2020 multiplied by the difference between the closing price of our common shares on the Toronto Stock Exchange on December 31, 2020 ($0.94) and the exercise price of the applicable stock option; and (iv) in the case of incentive awards held by Mr. Wright represents the number of restricted share awards and performance share awards (with an actual multiplier of 0.91x for performance share awards granted in 2018 and an assumed payout multiplier of 1x for the balance) granted under our share award incentive plan multiplied by the closing price of our common shares on the Toronto Stock Exchange on December 31, 2020 ($0.94).
(4) Does not include senior unsecured notes held by any of the nominees.

Experience and Background of Proposed Directors

Our Corporate Governance & Compensation Committee seeks to recruit candidates who reflect a diversity of skills, experience and perspectives which are relevant to our business. The committee has established the following "skills matrix" outlining the skills and experience which they believe are required by the members of our board of directors.

	Skills Matrix
*Executive Leadership*	Experience as a CEO or equivalent is believed to provide the most effective
	counsel to management, as well as critical oversight on behalf of
	stakeholders.
*Enterprise Risk Assessment*	Board or executive experience in evaluating and managing risks in the oil and
	natural gas business is sought to assist our board in understanding and
	assessing the risks and opportunities faced by us.
*Value Creation*	Board or executive experience in evaluating and executing on, value creation
	opportunities through acquisitions, divestitures, mergers or developmental
	opportunities is critical to our board’s ability to effectively fulfill its oversight
	responsibilities relating to our corporate strategy and ultimate value creation.

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*Environment, Social, and*	Board or management experience with or knowledge of, risks and
*Governance*	opportunities related to a broad range of environment and climate-related
	and other environmental compliance and sustainability issues such as
	emissions, water use and waste reduction, land and energy use and
	workplace health and safety in the oil and gas industry are important since
	such experiences assists our board in more effectively carrying out
	compliance oversight responsibilities and to support our commitment to
	managing and operating in a safe, efficient, environmentally responsible
	manner in association with our industry partners and to continually
	improving our environmental, health, safety and social performance.
*Operations*	All of our business is derived from the drilling, completing, and tie-in in of
	natural gas and oil wells and the construction and operation of pipelines and
	processing and compression facilities. As such, we seek candidates who
	possess a solid understanding of our industry and of major and minor facility
	construction and operation.
*Reserves and Resource Evaluation*	Board experience with, or management responsibility for, oil and natural gas
	reserve and resource evaluation and reporting is critical to assist our board
	to carry out its oversight responsibilities of the evaluation of our reserves and
	resources.
*Compensation and Human*	Compensation and human resource skills and experience assist our board in
*Resources*	fulfilling its responsibility to ensure that we maintain effective incentive
	programs which attract, motivate and retain top talent, while at the same
	time reinforcing strategic priorities.
*Accounting & Finance*	Financial literacy in reading financial statements, financial accounting and
	operational accounting experience as well as corporate finance knowledge
	and experience usually from senior accounting and financial management,
	audit firm background or banking experience are valued in order to enable
	our board to oversee management’s handling of financial and financial
	reporting matters, including by: critically assessing our financial performance
	and projections; understanding our critical accounting policies, as well as
	technical issues relevant to the external audit; and evaluating the robustness
	of our internal controls.
*Legal, Regulatory and*	A broad understanding of corporate, securities, land tenure and oil and
*Governmental*	natural gas law, regulatory regimes in Western Canada and governmental
	royalty, incentive and taxation policies usually through management
	experience or a legal background are important since such experiences assist
	our board in more effectively carrying out its compliance oversight
	responsibilities and support our board in understanding the regulatory
	trends shaping the oil and gas industry and assessing our strategic response
	to such trends.
*Corporate Governance*	A broad understanding of good corporate governance usually through
	experience as a board member or as a senior executive officer is valued in
	light of the competing demands of stakeholders and the increasingly
	complex governance environment in which public companies operate.

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The following table outlines the experience and background of, but not necessarily the technical expertise of, the individual nominees of our board based on information provided by such individuals:

Name	Executive Leadership	Enterprise Risk Assessment	Value Creation	Environmental,	Social and	Operations	Reserves and	Resource	Compensation and Human	Accounting & Finance	Legal, Regulatory and	Corporate Governance
Pentti O. Karkkainen	�	�	�		�			�	�	�		�
Ronald J. Eckhardt	�	�	�		�	�		�	�		�	�
K.L. (Kate) Holzhauser	�	�	�		�	�			�	�		�
Keith A. MacPhail	�	�	�		�	�		�	�		�	�
Ronald J. Poelzer	�	�	�		�			�		�		�
Sheldon B. Steeves	�	�	�		�	�		�	�			�
Deborah S. Stein	�	�	�		�				�	�	�	�
Jonathan A. Wright	�	�	�		�	�		�	�		�	�
Grant A. Zawalsky	�	�	�		�				�		�	�
Total	9/9	9/9	9/9	9/9		5/9	6/9		8/9	4/9	5/9	9/9

Additional Disclosure Relating to Proposed Directors

Except as otherwise disclosed herein or in connection with the other matters described below, none of our directors (nor any personal holding company of any of such persons) is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including us), that was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer; or that was issued after the director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of our directors (nor any personal holding company of any of such persons) is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company (including us) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets other than as set forth below.

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Mr. Zawalsky was formerly a director of Endurance Energy Ltd. (a private company engaged in the exploration and production of natural gas) which filed for creditor protection under the Companies Creditors' Arrangement Act on May 30, 2016. Mr. Zawalsky resigned as a director of Endurance Energy Ltd. on November 1, 2016. Mr. Zawalsky was a director of Zargon Oil & Gas Ltd., a public company engaged in the exploitation of oil, which filed a Notice of Intention to Make a Proposal to its creditors under the provisions of Part III, Division I of the Bankruptcy and Insolvency Act (Canada) on September 8, 2020 and Mr. Zawalsky resigned as a director of Zargon Oil & Gas Ltd. on the same day.

None of our directors (nor any personal holding company of any such persons) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director.

None of our directors (nor any personal holding company of any of such persons) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Appointment of Auditors

Our board recommends the appointment of the firm of KPMG LLP, Independent Registered Chartered Professional Accountants, as our auditors, to hold office until the next annual meeting of our shareholders. Our board will also be authorized to set the fees paid to KPMG LLP.

KPMG LLP has acted as our auditors since 2003. In 2017, an internal assessment of KPMG LLP was undertaken by the board of directors and management to assess the performance of KPMG LLP as our auditors. The assessment concluded KPMG LLP was providing the necessary services and the quality thereof was sufficient to maintain KPMG LLP as our recommended auditors. Our board and management will conduct a similar assessment at least every five years, with the next assessment planned for 2022.

The following table provides information about the fees billed to us for professional services rendered by KPMG LLP during the fiscal years of 2021 and 2020:

Type of Work	2021 Fees ($)	2020 Fees ($)
Audit fees(1)	390,550	377,175
Audit related fees(2)	107,000	-
Tax fees(3)	17,639	11,235
All other fees(4)	21,400	-

Notes:

(1) Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

(2) Audit related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported as

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audit fees. Services provided in this category include accounting consultations on enterprise risk management and our senior notes offering.

(3) Tax fees include tax compliance, tax advice, tax planning and compilation of tax returns. (4) All other fees include fees related to the evaluation and review of our enterprise risk management program during the 2021 calendar year.

Advisory Vote on Executive Compensation

The underlying principle for executive compensation throughout NuVista is "pay-for-performance". We believe that this philosophy achieves the goal of attracting and retaining excellent employees and executive officers, while rewarding the demonstrated behaviors that reinforce our values and help us to deliver on our corporate objectives.

Our board believes that shareholders should have the opportunity to fully understand the objectives, philosophy and principles that guide the executive compensation-related decisions made by our Corporate Governance & Compensation Committee. Shareholders are encouraged to review the " Executive Compensation " section of this information circular - proxy statement, which discusses our compensation philosophy and approach to executive compensation, what our named executive officers are paid, and how their respective levels of compensation are determined.

At last years' annual shareholders meeting, 33.3% of votes were against our advisory vote on executive compensation. Our Board Chair, and the Chair of our Corporate Governance & Compensation Committee met with representatives of a significant shareholder, who is an industry competitor and whose votes represented 98.4% of the votes against our advisory vote on executive compensation and discussed, among other things, any shareholder concerns relating to executive compensation. None were raised, and it is noted that the shareholder voted against all board resolutions except the appointment of our auditor.

As part of our ongoing commitment to corporate governance, our board of directors has approved a nonbinding advisory vote on executive compensation at the meeting with the intention that this shareholder advisory vote will form an integral part of our ongoing process of engagement between our shareholders and our board of directors relating to executive compensation. We disclose the results of the shareholder advisory vote as a part of our report on voting results for the meeting.

As this is an advisory vote, the results will not be binding upon our board of directors. Our board, and specifically the Corporate Governance & Compensation Committee, will not be obligated to take any compensation actions, or make any adjustments to executive compensation programs or plans, as a result of the vote. However, the Corporate Governance & Compensation Committee and our board of directors will take into account the results of the vote, together with feedback received from our shareholders, in considering our approach to compensation in the future.

In the event that there is a significant vote against or the advisory resolution is not approved by a majority of the votes cast at the meeting, our board of directors will consult with shareholders (particularly those who are known to have voted against it) to understand their concerns and will review our approach to compensation in the context of those concerns. Results from this review, if necessary, will be discussed in our information circular - proxy statement for the shareholders meeting to be held in 2023. Shareholders may contact our Corporate Secretary by mail at our head office at Suite 2500, 525 – 8[th] Avenue S.W., Calgary, Alberta, T2P 1G1, if they wish to share their views on executive compensation with our board of directors.

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At the meeting, shareholders will be asked to vote on the following resolution:

"BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the board of directors of NuVista Energy Ltd., that the shareholders accept the approach to executive compensation disclosed in the information circular - proxy statement of NuVista Energy Ltd. dated March 25, 2022."

Our board of directors recommends that shareholders vote FOR the non-binding advisory resolution regarding our approach to executive compensation.

Matters Respecting our Share Award Incentive Plan

Amendment to our Share Award Incentive Plan

At the meeting, shareholders will be asked to vote on an ordinary resolution to approve an amendment to our share award incentive plan to increase the maximum number of common shares reserved for issuance under the plan from 10,100,000 common shares to 14,350,000 common shares. Our board has approved this amendment.

Assuming approval of the 4,250,000 increase in the number of common shares available for share award grants, the total number of common shares that will be available for share award grants following the meeting will be 4,700,491 common shares (2.1% of our issued and outstanding common shares as at March 25, 2022). We currently have 450,491 common shares available for grants of share awards under the share award incentive plan.

The following table summarizes the activity in our share award incentive plan since it was implemented in 2011 (with the increased plan limit in 2020 to its current limit of 10,100,000):

	Share Awards Outstanding	Awards Available for Future Grants	Maximum Number of Common Shares Issuable
Opening Balance 10,100,000 10,100,000 Grant Activity: Granted 9,971,725 (9,971,725) Performance Adjustment – 2018 grants (23,742) 23,742 Performance Adjustment – 2019 grants 164,167 (164,167) Settled – issuance of shares (2,552,879) (2,552,879) Settled – cash settled (24,663) 24,663 Cancelled (437,978) 437,978 Proposed Increase 4,250,000 4,250,000 Balance 7,096,630 4,700,491 11,797,121 % of Shares Outstanding 3.1% 2.1% 5.2%

Our amended share incentive award plan has been approved by the Toronto Stock Exchange, subject to shareholder approval.

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A summary of our amended share award plan is provided below under " Executive Compensation – Longterm Incentive Plans – Share Award Plan " and a copy of the plan will be filed on our profile on the SEDAR website at www.sedar.com concurrently with the filing of this information circular- proxy statement under the category "Other Securityholder Documents".

Text of Resolution

At the meeting, shareholders will be asked to consider and, if thought fit, pass an ordinary resolution substantially in the form set forth below:

"BE IT RESOLVED as an ordinary resolution that:

The amendment to the share award plan of NuVista Energy Ltd. (the "Corporation") increasing the maximum number of common shares reserved for issuance under the plan from 10,100,000 common shares to 14,350,000 common shares is hereby ratified, confirmed and approved; and
Any officer or director of the Corporation be and is hereby authorized for and on behalf of the Corporation (whether under its corporate seal or otherwise) to execute and deliver all such documents and instruments and to take all such other actions as such officer or director may deem necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such documents and other instruments or the taking of any of such actions."

In order to be passed, the above ordinary resolution must be approved by a majority of the aggregate votes cast by shareholders at the meeting. Management recommends that shareholders vote FOR the above resolution. The persons named in the enclosed form of proxy intend to vote FOR this resolution unless expressly directed to the contrary.

DIRECTOR COMPENSATION

Our board, through the Corporate Governance & Compensation Committee, is responsible for the development and implementation of a compensation plan for our directors who are not also officers. We do not pay any compensation to officers for acting as a director. For information concerning the compensation paid to Mr. Wright who is also our President and Chief Executive Officer, see the " Executive Compensation " section of this information circular – proxy statement.

The main objectives of our compensation plan for directors are to attract and retain the services of the most qualified individuals and to compensate our directors in a manner that is commensurate with the risks and responsibilities assumed in board and committee membership and at a level that is similar to the compensation paid to directors of a peer group of oil and gas companies. In addition, our philosophy of using compensation to foster a culture of ownership also extends to our director compensation policies. Lane Caputo Compensation Inc. has been engaged by the Corporate Governance & Compensation Committee to advise on directors compensation for the 2022 calendar year to ensure that the compensation received by our directors is competitive with the oil and gas companies in our peer group.

The total compensation structure for non-management directors for 2021 consisted of annual retainers and

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a semi-annual equity incentive award provided in the form of deferred share units or DSUs. Each DSU represents the right to receive a cash payment equivalent to the fair market value of our common shares, or in the case of a DSU issued in lieu of board and committee retainers and meeting fees only, at our election, a common share issued from treasury, therefore having the same upside and downside risk as the value of our common shares.

Fees and Retainers

In 2021, our non-management directors received annual cash retainers which were paid on a quarterly basis. They are also reimbursed for travel expenses related to their attendance at meetings. We do not pay meeting attendance fees.

In late March of 2020, in response to the impact of the COVID-19 pandemic on our share price, and to limit share dilution, we suspended the ability for our outside directors to take any portion of their annual board and committee retainer fees in the form of deferred share units effective January 1, 2020. This was not reinstated until January 1, 2022.

In addition, our outside directors also elected to reduce their annual board and committee retainers by 20% effective May 1, 2020. These retainer rollbacks were reversed as of February 1, 2021 as a result of the significant recovery in commodity prices.

The following table displays the compensation structure for 2021 for our non-management directors:

Annual Retainers January Reduced Director Retainers Annualized Amount ($)	February – December Removal of Reduction in Director Retainers Annualized Amount ($)
Annual Board Retainer 44,000 Additional Board Retainers: Board Chair Retainer 32,000 Audit Committee Chair Retainer 11,200 Corporate Governance & Compensation Committee Chair Retainer 12,000 Reserves & ESG Committee Chair Retainers 5,600 Audit Committee Member Retainer 4,480 Other Committee Member Retainers 3,000	55,000 40,000 14,000 15,000 7,000 5,600 3,750

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Incentive Compensation

We previously granted stock options to our directors, although we have not granted any stock options to our directors since 2014. As at December 31, 2021, none of our non-management directors held any stock options.

In May of 2016, we implemented a directors' deferred share unit plan for our non-management directors. The DSU Plan is the only active form of long-term incentive compensation for our non-management directors. A copy of our current DSU Plan was been filed on our profile on the SEDAR website at www.sedar.com on April 1, 2019 under the category "Other Securityholders Documents".

Our directors receive a semi-annual grant of deferred share units under the deferred share unit plan. The plan also permits our directors to elect to take all or a portion of their annual board and committee retainers in the form of deferred share units. In late March of 2020, we suspended the ability for our outside directors to take any portion of their annual board and committee retainer fees in the form of deferred share units effective January 1, 2020. This was not reinstated until January 1, 2022.

Each deferred share unit represents the right to receive a cash payment equivalent to the fair market value of our common shares, or in the case of a deferred share issued in lieu of board and committee retainers and meeting fees only, at our election, a common share issued from treasury. Deferred share units vest once they are credited to the director's deferred share unit account and may only be redeemed after the director ceases to be a director.

In 2021, we granted an aggregate of 145,336 deferred share units to our non-management directors, none of which were issued in lieu of board and committee retainer fees.

The following is a detailed description of the terms of our deferred share unit plan.

Deferred Share Unit Plan

The deferred share unit plan allows our Corporate Governance & Compensation Committee to grant deferred share units to members of our board, who are not also full time employees of us or one of our subsidiaries, partnerships, trusts or other controlled entities.

The purposes of the deferred share unit plan are to: (i) promote greater alignment of the interests between our directors and our shareholders by providing a means to accumulate a financial interest in us that corresponds to the risk, responsibility and commitment of directors; (ii) support compensation that is competitive and rewards our long-term success as measured in total shareholder return; and (iii) attract and retain qualified individuals with the experience and ability to serve as directors.

The deferred share unit plan is administered by our Corporate Governance & Compensation Committee. Subject to the Corporate Governance & Compensation Committee's reporting to and obtaining approval from our board on all matters relating to the deferred share unit plan, the Corporate Governance & Compensation Committee has sole and absolute discretion to administer the plan.

The Corporate Governance & Compensation Committee authorizes the amount of deferred share units to be granted to each of the participants for each calendar year, and the date that the grant becomes effective. In cases where a participant becomes a board member after the deferred share units for that calendar year

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have been granted, deferred share units may be granted as of the date of the appointment to our board and in such amount as determined by the Corporate Governance & Compensation Committee. The Corporate Governance & Compensation Committee may also from time to time determine that special circumstances justify the approval of a grant of deferred share units in addition to the other compensation to which the participant is entitled.

Participants may also elect to receive all or part of their annual retainer remuneration that is otherwise payable in cash, in the form of deferred share units. In order to do so, participants must complete a written election form by no later than December 1 of the calendar year preceding the year in which the participant earns the deferred remuneration. For individuals who become participants after the commencement of a calendar year, and for the year in which the deferred share unit plan is established, participants may make an election within 30 days of becoming a director or the establishment of the plan. A participant's election for the latest calendar year will continue to apply to subsequent calendar years until the participant submits another election in respect of a calendar year. Participants may only file one election in respect of a calendar year, and that election is irrevocable for that calendar year. Deferred share units are not transferable or assignable.

Subject to an extension for blackouts, we credit deferred share units in respect of an election to a participant's deferred share unit account on the date that the remuneration would otherwise be payable. The number of deferred share units credited is determined by dividing the amount of the participant's deferred remuneration by the fair market value (as defined in the plan) of our common shares on the date the deferred share units are credited.

The number of common shares reserved for issuance from time to time pursuant to outstanding deferred share units granted and outstanding under the plan is limited to 500,000 common shares.

If any deferred share units granted under the plan expire, terminate or are cancelled for any reason without the common shares issued thereunder having been issued in full, any unissued common shares to which such deferred share units relate shall be awardable for the purposes of granting of further deferred share units.

The aggregate number of deferred share units granted to any single holder cannot exceed 1% of our issued and outstanding common shares (including common shares issuable upon exchange or conversion of any of our fully paid securities or those of our controlled entities that are exchangeable or convertible into common shares). The value of all DSUs granted to any one non-management director during a calendar year, as calculated on the grant date (excluding DSUs granted in lieu of board and committee retainers and meeting fees) shall not exceed $150,000.

In accordance with the rules of the Toronto Stock Exchange, the number of common shares issued to insiders within one year pursuant to the plan, and issuable to insiders at any time, under the plan or when combined with all of our other security based compensation arrangements, shall not exceed 10% of our issued and outstanding shares (including common shares issuable upon exchange or conversion of any of our fully paid securities or those of our controlled entities that are exchangeable or convertible into common shares).

Dividends paid, if any, on our common shares before the maturity date of the deferred share units will be credited as deferred share units to the participant's account as of the dividend payment date.

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Deferred share units vest immediately upon being credited to a participant's account.

Following the date on which the participant ceases to hold all positions with us and our subsidiaries, partnerships, trusts or other controlled entities (the "Termination Date"), except as a result of death, all deferred share units credited to a participant's account will be redeemed as of the maturity date. The maturity date for United States taxpayers is the Termination Date.

For directors who are not United States taxpayers, the maturity date is December 1 of the calendar year immediately following the year of the Termination Date. Directors may file an irrevocable maturity date acceleration election subsequent to the Termination Date. Subject to the exceptions below, the elected maturity date must be no earlier than 180 days after the Termination Date and no later than December 1st of the calendar year following the Termination Date. The elected maturity date may be any time between the Termination Date and December 1st of the following calendar year, if one of the following exceptions apply: (i) the director resigns pursuant to the "majority voting" or similar policy; (ii) the director fails to be elected as a director at a shareholder meeting after being included as a nominee in our information circular; or (iii) the director is removed from office by a vote of shareholders.

Following a participant's Termination Date except as a result of death, the participant will have the right to have the deferred share units credited to their account redeemed by us. All deferred share units and dividend entitlements thereon (if any) will be redeemed for a cash payment except that, at our election, we may redeem deferred share units and dividend entitlements thereon (if any) issued as compensation for annual board and committee retainers and meeting attendance fees, in cash or through the issuance of common shares from treasury or purchased on the market and any combination of these. The cash payment will be equal to the number of deferred share units and dividend entitlements thereon (if any) in the participant's account as of the Termination Date, multiplied by the fair market value of our common shares determined at the maturity date.

If a participant dies while in office, or after ceasing to hold any position with us and our subsidiaries, partnerships, trusts or other controlled entities but before the maturity date, we must make a lump sum cash payment to the participant's legal representative within 90 days of the participant's death. The cash payment will be equal to the number of deferred share units in the participant's account as of the date of the participant's death, multiplied by the fair market value of our common shares determined at the date of death.

Participants have no further rights respecting any redeemed deferred share units. Deferred share units are deemed cancelled upon redemption.

The deferred share unit plan may be amended, modified or terminated by our board of directors without shareholder approval, subject to any required approval of the Toronto Stock Exchange. Notwithstanding the foregoing, the deferred share unit plan and any deferred share units granted under the plan may not be amended without shareholder approval to: (a) increase the fixed number of common shares available to be issued under outstanding deferred share units at any time; (b) extend the term of any outstanding deferred share units; (c) permit a holder to transfer or assign deferred share units to a new beneficial holder other than in the case of death of the holder; (d) increase the number of common shares that may be issued to participants above the restrictions in the deferred share unit plan; (e) increase the number of common shares that may be issued to insiders above the restriction contained in the deferred share unit plan; or (f) amend the amendment provision.

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In addition, no amendment to the deferred share unit plan or deferred share units granted pursuant to the plan may be made without the consent of the holder, if it adversely alters or impairs any right previously granted to such holder under the deferred share unit plan.

The deferred share unit plan also contains anti-dilution provisions which allow our board of directors to make such adjustments to the plan and to any deferred share units as our board of directors may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to participants thereunder.

Summary Compensation Table

The following table sets forth for the year ended December 31, 2021, information concerning the compensation paid to our non-management directors:

	Fees Payable in Cash(1)	Share Based Awards(2)	Total
Name	($)	($)	($)
Pentti O. Karkkainen	102,553	70,003	172,556
Ronald J. Eckhardt	64,618	70,003	134,621
K.L. (Kate) Holzhauser(3)	3,466	-	3,466
Keith A. MacPhail	72,480	70,003	142,483
Ronald J. Poelzer	63,242	70,003	133,245
Brian G. Shaw	63,242	70,003	133,245
Sheldon B. Steeves	64,618	70,003	134,621
Deborah S. Stein	71,497	70,003	141,500
Grant A. Zawalsky(4)	57,803	70,003	127,806

Notes:

(1) Represents fees earned and payable in cash during the year, regardless of when paid.
(2) These share-based awards consist of deferred share units which are determined and awarded semiannually. The value is calculated based on our weighted average share price for the five trading days immediately preceding the date the deferred share unit was awarded ($2.62 and $7.28 respectively).
(3) Ms. Holzhauser joined our board of directors on December 8, 2021.
(4) Mr. Zawalsky is the Vice Chair and former Managing Partner of Burnet, Duckworth & Palmer LLP, a firm that provides legal services to us.
(5) We do not provide pension benefits, non-equity incentives or other compensation to non-management directors and have not granted option-based awards to our non-management directors since 2014.

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Directors' Outstanding Share-Based Awards

The following table sets forth for each non-management director, all share-based awards outstanding at December 31, 2021. We did not have any outstanding option-based awards held by our non-management directors at December 31, 2021.

	Share-based Awards
Name	Number of share based awards that have not vested (#) Market or payout value of share-based awards that have not vested ($) Market or payout value of vested share-based awards not paid out or distributed(1) ($)
Pentti O. Karkkainen	- - 829,959
Ronald J. Eckhardt	- - 809,998
K.L. (Kate) Holzhauser(2)	- - -
Keith A. MacPhail	- - 829,959
Ronald J. Poelzer	- - 829,959
Brian G. Shaw	- - 809,998
Sheldon B. Steeves	- - 809,998
Deborah S. Stein	- - 809,998
Grant A. Zawalsky	- - 809,998

Notes:

(1) These share-based awards consist of deferred share units which are determined and awarded semiannually. The value is based on the closing market price of our common shares at December 31, 2021 of $6.96.

(2) Ms. Holzhauser joined our board of directors on December 8, 2021.

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Directors' Incentive Plan Awards – Value Vested or Earned During the Year

	Share-based awards – Value vested
	during the year(1)
Name	($)
Pentti O. Karkkainen	70,003
Ronald J. Eckhardt	70,003
K.L. (Kate) Holzhauser(2)	-
Keith A. MacPhail	70,003
Ronald J. Poelzer	70,003
Brian G. Shaw	70,003
Sheldon B. Steeves	70,003
Deborah S. Stein	70,003
Grant A. Zawalsky	70,003

Notes:

(1) These share-based awards consist of deferred share units which are determined and awarded semiannually. The value is calculated based on our weighted average share price for the five trading days immediately preceding the date the deferred share unit was awarded ($2.62 and $7.28 respectively).
(2) Ms. Holzhauser joined our board of directors on December 8, 2021.
(3) We have not granted option-based awards to our non-management directors since 2014.

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CORPORATE GOVERNANCE PRACTICES

Independence

Pentti O. Karkkainen, our Chair is independent and the majority of our board of directors is independent.

Our board of directors has determined that Ronald J. Eckhardt, K.L. (Kate) Holzhauser, Keith A. MacPhail, Ronald J. Poelzer, Brian G. Shaw, Sheldon B. Steeves, Deborah S. Stein and Grant A. Zawalsky are independent.

Our board has determined that only Jonathan Wright is not independent as he is our President and Chief Executive Officer.

Grant A. Zawalsky is the Vice Chair and former Managing Partner of Burnet, Duckworth & Palmer LLP who provides legal services to us. Our board has concluded that Mr. Zawalsky is independent and capable of exercising independent judgement after considering, among other things:

that the fees charged by Burnet, Duckworth & Palmer LLP to us are less than 1% of Burnet, Duckworth & Palmers LLP's total income;
his equity interest in Burnet, Duckworth & Palmer LLP;
his common share ownership position and personal financial circumstances; and
the statutory guidance with respect to the meaning of independence contained in National Instrument 58 101 – Disclosure of Corporate Governance Practices .

Our independent board members conduct "in-camera" sessions as part of the agenda of all board and committee meetings, generally immediately following the scheduled business.

The following directors are presently directors of other issuers that are reporting issuers (or the equivalent):

Name	Names of Other Issuers
Pentti O. Karkkainen	AltaGas Ltd.
Ronald J. Eckhardt	Athabasca Oil Corporation
K.L. (Kate) Holzhauser	None
Keith A. MacPhail	Cenovus Energy Inc.
Ronald J. Poelzer	None
Brian G. Shaw	Ovintiv Inc.
Sheldon B. Steeves	Enerplus Corporation and PrairieSky Royalty Ltd.
Deborah S. Stein	Aecon Group Inc, Parkland Corporation and Trican Well Service Ltd.
Jonathan A. Wright	None
Grant A. Zawalsky	PrairieSky Royalty Ltd. and Whitecap Resources Inc.

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Board Mandate

Our board is responsible for our stewardship with oversight in several key areas including vision, strategy and leadership, risk management, succession planning, and corporate governance practices. The board’s duties are set out in the Board Mandate which is found in Schedule A and on our website at www.nuvistaenergy.com .

Our board, in part, performs its mandated responsibilities through the activities of its four committees: the Audit Committee; Corporate Governance & Compensation Committee; Environment, Social & Governance (“ ESG ”) Committee; and Reserves Committee. Each of the four committees has their own mandate as described below.

Committee Membership and Responsibilities

Set forth below is information with respect to each of the current committees of our board, including current membership and a brief description of their board approved mandate which outlines the roles and responsibilities of the committee. The full text of the mandate of each committee is available on our website at www.nuvistaenergy.com .

Audit Committee
	All members of the Audit Committee are independent and financially literate.
	�	Deborah S. Stein (Chair)
Current Members	�	Pentti O. Karkkainen
	�	Ronald J. Poelzer
	�	Brian G. Shaw
	There were no changes to the composition of the Audit Committee during
Membership changes during 2021	2021. Following the 2022 annual and special shareholders’ meeting, Ms.
	Holzhauser will replace Mr. Shaw on the Audit Committee.
	The	committee's mandate includes:
	�	reviewing our annual audited financial statements and the auditors'
		report thereon and related public disclosure documents prior to
		submission to the board for approval;
	�	reviewing our quarterly financial statements and related public
Mandate		disclosure prior to submission to the board for approval;
	�	reviewing the scope of external and internal audits;
	�	reviewing and discussing accounting and reporting policies and
		changes in accounting principles;
	�	reviewing our internal control systems and procedures; and
	�	overseeing the work of the external auditors and meeting with the
		external auditors independently of our management.
	This committee is required to be composed of at least three individual
	members appointed by our board from amongst its members, all of which
	are	to be independent within the meaning of National Instrument -52-110
	- Audit Committees. There were no substantive changes to the mandate of
	the	Audit Committee in 2021.

For more information relating to the background of the Audit Committee members, see " Biographies of our Directors " above under " Matters to be Acted Upon at the Meeting ".

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The Audit Committee pre-approves all audit and non-audit services performed by our external auditor. For more information relating to the fees billed by our external auditor for audit services in 2021 and 2020, see " Appointment of Auditors " above under " Matters to be Acted Upon at the Meeting ".

Corporate Governance & Compensation Committee	Corporate Governance & Compensation Committee
	All members of the Corporate Governance & Compensation Committee are
	independent.
Current Members	� Keith A. MacPhail (Chair)
	� Ronald J. Eckhardt
	� Pentti O. Karkkainen
	� Ronald J. Poelzer
Membership changes during 2021	There were no changes to the composition of the Corporate Governance & Compensation Committee during 2021.
	The committee's mandate includes:
	� assessing our corporate governance practices and making
	recommendations to the board with respect to corporate governance
	practices;
	� establishing a nomination process and making recommendations to
	the board with respect to the nomination of directors;
	� assessing, at least annually, the effectiveness of the board and its
	committees;
	� determining compensation and terms of employment for executives,
Mandate	including the granting of common shares and incentives;
	� approving our compensation and variable pay plans; and
	� assessing, at least annually, the compensation and terms of
	employment of our President and Chief Executive Officer.
	This committee is required to be composed of at least three individual
	members appointed by our board from amongst its members, all of which are
	to be independent within the meaning of National Instrument 58-101 -
	Disclosure of Corporate Governance Practices.
	There were no substantive changes to the mandate of the Corporate
	Governance & Compensation Committee in 2021.

See " Corporate Governance Practices – Committee Membership and Responsibilities " for more information in relation to the role of our Corporate Governance & Compensation Committee in determining executive compensation.

For more information relating to the background of the Corporate Governance & Compensation Committee members, see " Biographies of our Directors " above under " Matters to be Acted Upon at the Meeting ".

Reserves Committee
Current Members	All	members of the Reserves Committee are independent.
	�	Ronald J. Eckhardt (Chair)
	�	Keith A. MacPhail
	�	Sheldon B. Steeves

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Reserves Committee
Membership changes during 2021	There were no changes to the composition of the Reserves Committee during
	2021.
Mandate	The Reserves Committee's mandate with respect to reserves includes, in
	consultation with our senior engineering management:
	� reviewing management's recommendations for the appointment of the
	independent engineers;
	� reviewing the terms of the independent engineers' engagement and the
	appropriateness and reasonableness of the proposed fees;
	� reviewing the scope and methodology of the independent engineers'
	evaluation;
	� reviewing any significant new discoveries, additions, revisions and
	acquisitions;
	� reviewing assumptions and consistency with prior years;
	� reviewing any problems experienced by the independent engineer in
	preparing the reserve report, including any restrictions imposed by
	management or significant issues on which there was a disagreement
	with management; and
	� reviewing all public disclosure documents containing reserve
	information prior to its release.
	This committee is required to be composed of at least three individual
	members appointed by our board from amongst its members, all of which are
	to be independent within the meaning of National Instrument 51-101 -
	Standards of Disclosure for Oil and Gas Activities.
	There were no substantive changes to the mandate of the Reserves
	Committee in 2021.

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ESG Committee Current Members All members of the ESG Committee are independent. � Sheldon B. Steeves (Chair) � Brian G. Shaw � Deborah S. Stein � Grant A. Zawalsky
Membership changes during 2021 There were no changes to the composition of the ESG Committee during 2021. Following the 2022 annual and special shareholders’ meeting, Ms. Holzhauser will replace Mr. Shaw on the ESG Committee.
Mandate The ESG Committee's mandate includes: � oversight of climate, safety, and ESG-related risks and opportunities by reviewing, reporting and making recommendations to the board on the development, implementation and monitoring of our policies, procedures, practices and strategies to assist us to conduct our business in a safe, socially responsible, ethical and transparent manner for the benefit of all stakeholders and the communities where we operate;
� oversight of the integration and consideration of climate related issues, risks and opportunities and other appropriate ESG objectives into our strategy, policies, procedures, practices and decision making process;
� oversight of communication and disclosure of our climate related and other ESG performance and the process by which we identify, assess and manage climate related and other ESG risks and opportunities; and
� oversight of our safety and environmental programs, risk and performance.

This committee is required to be composed of at least three individual members appointed by our board from amongst its members, all of which are to be independent within the meaning of National Instrument 58-101 - Disclosure of Corporate Governance Practices .

There were no substantive changes to the mandate of the ESG Committee in 2021.

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Meeting Attendance

The following is a summary of attendance of our directors at meetings of our board and its committees for 2021:

Name	Committee Meetings Attended	Total Board and Committee Meeting Attendance
	Board Meeting s Attende d Audit Reserves Corporate Governance & Compensation ESG
Pentti O. Karkkainen Ronald J. Eckhardt K.L. (Kate) Holzhauser(1) Keith A. MacPhail Ronald J. Poelzer Brian G. Shaw Sheldon B. Steeves Deborah S. Stein Jonathan A. Wright Grant A. Zawalsky	12/12 4/4 2/2(2) 3/3 2/2(2) 12/12 4/4(2) 2/2 3/3 2/2(2) 1/1 -/- -/- 1/1(2) -/- 12/12 4/4(2) 2/2 3/3 2/2(2) 12/12 4/4 2/2(2) 3/3 2/2(2) 12/12 4/4 2/2(2) 3/3(2) 2/2 12/12 4/4(2) 2/2 3/3(2) 2/2 12/12 4/4 2/2(2) 3/3(2) 2/2 12/12 4/4(2) 2/2(2) 3/3(2) 2/2(2) 12/12 4/4(2) 2/2(2) 3/3(2) 2/2	100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Notes:

(1) Ms. Holzhauser became a director on December 8, 2021. Represents attendance at meetings held since her appointment.

(2) Attendance by non-committee member.

Board Nominations and Diversity Policy

Our Corporate Governance & Compensation Committee has the responsibility for establishing a nomination process and making recommendations to the board with respect to nomination of directors. See " Corporate Governance Practices – Corporate Governance & Compensation Committee " for a summary of the committee's mandate. The Corporate Governance & Compensation Committee is composed entirely of independent directors. In accordance with the mandate of the Corporate Governance & Compensation Committee, the guidelines include considering what competencies and skills the board, as a whole, should possess, the competencies and skills the board considers each existing director to possess and the competencies and skills each proposed nominee will bring to the board as well as whether the new nominee can devote sufficient time and resources to his or her duties as a member of the board. In seeking nominees, the Corporate Governance & Compensation Committee encourages input from all members of the board and may use the services of professional recruiters if required.

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We have adopted a formal policy regarding board diversity which recognizes the benefits of having a diverse board of directors and that the nomination and appointment of candidates which provide for multiple perspectives, skills, expertise, industry experience and personal characteristics such as age, gender, ethnicity and other distinctions, all contribute to our continued success. These differences will be considered in determining the optimum composition of the board and when possible will be balanced appropriately. For purposes of board composition, diversity includes, but is not limited to, business experience, geography, age, gender and ethnicity and aboriginal status. In particular, our policy provides that the board should include women directors. We are committed to a merit based system for board composition within a diverse and inclusive culture which solicits multiple perspectives. When assessing board composition or identifying suitable candidates for appointment or re-election to the board, we will consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the board including the existing level of representation of women on the board.

In 2020, our board of directors, in recognition of the benefits of diversity, established a minimum target of 20% female representation on our board by the end of 2021. This target was achieved in December of 2021 with the addition of K.L. (Kate) Holzhauser to our board. Of our ten directors, two women are currently serving on our board, which represents 20% of our current directors.

In 2022, we have also set a new target to achieve 30% female board membership by our annual shareholders meeting in 2023 to ensure continuous progress in diversity. Our board of directors intends to initiate a formal search process later this year, in order to fulfill this amended target.

In considering suitable candidates for appointment or re-election to the board and to assist us in attaining our targeted representation, the Corporate Governance & Compensation Committee will:

Consider all aspects of diversity to enable the committee to discharge its duties and responsibilities effectively;
Assess the skills and backgrounds collectively represented on the board;
Consider candidates on merit against objective criteria having due regard to the benefits of diversity on the board; and
Engage, as deemed necessary, qualified independent external advisors to identify and assess candidates that meet the board's skills and diversity criteria.

To assess our effectiveness in promoting a diverse board, which includes an appropriate number of female directors, the Corporate Governance & Compensation Committee will annually review the skills, expertise, experience, independence and background of the board, committees and each of its individual directors to ensure that the composition of the board and committees and the skills and competencies of the members are in line with those that the Corporate Governance & Compensation Committee considers that the board and respective committees should possess. In addition, the Corporate Governance & Compensation Committee will review the number of women considered or brought forward as potential nominees for board positions when the board is looking to add additional members or replace existing members and will evaluate the skills, knowledge, experience and character of any such women candidates relative to other candidates to ensure that women candidates are being fairly considered relative to other candidates.

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Any search firm engaged to assist the committee in identifying candidates for appointment to the board will be specifically directed to include diverse candidates generally, and multiple women candidates in particular. The Corporate Governance & Compensation Committee will maintain an "evergreen list" of potential board nominees. In establishing the "evergreen list" the committee will consider the criteria outlined in the skills matrix and board diversity.

In addition, each year the Corporate Governance & Compensation Committee will: (i) assess the effectiveness of the board diversity policy and related objectives; (ii) monitor and review our progress in achieving our aspirational target for gender diversity; (iii) monitor the implementation of the diversity policy; and (iv) report to the board and recommend any revisions that may be necessary.

Board Assessment

We have a formal process of assessing our board and its committees and the individual directors, under the direction of the Corporate Governance & Compensation Committee. Our process consists of an annual written director self-assessment completed by all directors as well as one-on-one personal interviews with each member of the board conducted by our Chair of the board and our Chair of the Corporate Governance & Compensation Committee. The board has satisfied itself that the board, its committees and individual directors are performing effectively through this process. The most recent board effectiveness survey was completed in December of 2021 and our board of directors has determined that the required skills are well represented by the current slate of director nominees for election at the meeting.

Director Orientation and Continuing Education

Upon joining our board, a new director is provided with a directors' information package which includes a copy of all board and committee mandates, corporate policies, relevant position descriptions, organizational structure, the structure of the board and its committees, by-laws as well as agendas and minutes for board and committee meetings for the preceding 12 months. In addition, any new director will receive presentations with respect to our operations. As part of continuing education, our board receives management presentations with respect to the operations and risks of our business at least four times per year, with a more significant presentation provided in conjunction with the annual budgeting process and annual strategic planning meeting with all directors and officers in attendance. In addition, the individual directors identify their continuing education needs through a variety of means, including discussions with management and at board and committee meetings. In 2019, we conducted a field trip including a tour of production facilities, well pads, and an active well fracture stimulation operation. Due to the impacts of COVID-19, in 2020 and 2021 our board members have been restricted from making field visits, however we intend to resume this practise in 2022.

Ethical Business Conduct

Our board has adopted a Code of Business Conduct and Ethics, a copy of which is available to review on the SEDAR website at www.sedar.com and on our website at www.nuvistaenergy.com . Each employee, officer and director confirms annually that he or she has read, understood and complied with the code. Any reports of variance from the code are reported to the board.

Our board and executive officers comply with all legal requirements relating to conflicts of interest and related party transactions. Pursuant to our Code of Business Conduct and Ethics, directors and executives must disclose their business and personal relationships with us and other companies or entities they have

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relationships with. If a director has a conflict of interest with a matter to be discussed by our board, he or she must not participate in any board or committee discussions or vote on the matter. In addition, in certain cases, an independent committee of our board may be formed to deliberate on such matters in the absence of the interested party. Our audit committee is responsible for reviewing all related party transactions and for ensuring the nature and extent of such transactions are properly disclosed.

Our board has also adopted a whistleblower policy which provides our directors, officers, employees and consultants and the general public with the ability to report, on a confidential and anonymous basis, any violations within our organization including (but not limited to), falsification of financial records, unethical conduct, harassment or theft. Our board believes that providing a forum for employees, officers, directors and others to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical conduct.

Position Descriptions

Our board has developed position descriptions for each of the Chair, the President and Chief Executive Officer and the chair of each committee of our board.

Executive Succession Planning and Diversity Policy

Our board has developed a formal succession plan process for each of the executive officers, including the President and Chief Executive Officer. Our process includes:

The presentation of formal written succession plans to the Corporate Governance & Compensation Committee and board of directors;
The succession plans include details around each possible successor's competencies and areas requiring development, as well as a timeline and development plan;
These plans are reviewed by the board annually with the Chief Executive Officer; and
The board reviews the Chief Executive Officer's plan in an in-camera meeting of the independent directors.

Our board receives regular updates on the status of the succession plans and the professional development of individuals within our organization. Consistent with our board diversity policy, our board believes that the appointment of executive officers should be made on the basis of the skills, knowledge, experience and character of individual candidates and the requirements of the particular position. We believe that considering the broadest group of individuals who have the skills, knowledge, experience and character required to provide the leadership needed to achieve our business objectives is in our best interests and all of our stakeholders. We currently do not have any women serving in an executive officer position, although we have four women in management positions including one on the executive leadership team, which represent approximately 24% of our management positions. Although no quotas or targets have been imposed, we will strive to add female representation when considering executive appointments. This will be effected in part by ensuring that qualified female candidates are proactively sought out for consideration alongside any male candidates.

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Retirement Policy / Board Tenure

We do not have a formal retirement policy for our directors or officers or a policy for term limits for our directors. We believe it is important that directors understand our industry and our business and this requires a certain length of tenure on our board. We also want diverse viewpoints and those often come from newer directors.

Our Corporate Governance & Compensation Committee considers both the term of service of individual directors, the average term of the board as a whole and turnover of directors over the prior three years when proposing a slate of nominees. The committee considers the benefits of regular renewal in the context of the needs of the board at the time and the benefits of the institutional knowledge of the board members.

As at December 31, 2021, our board was comprised of ten directors with an average tenure of 10 years. The tenure of the directors currently on our board is summarized below:

�� Five of our directors (50 percent) have been on our board for a period of more than ten years;
Four of our directors (40 percent) have been on our board for a period of six to ten years; and
One of our directors (10 percent) has been on our board for five years or less.

In pursuit of board renewal, in 2020, Mr. Keith MacPhail stepped down as our board Chair and Mr. Pentti Karkkainen became our new Chair. We also eliminated the Lead Director position.

EXECUTIVE COMPENSATION

Identification of Named Executive Officers

We are required to disclose the compensation paid to our Chief Executive Officer, Chief Financial Officer, and each of the three other most highly compensated executive officers whose total annual compensation was more than $150,000. For the year ended December 31, 2021, our named executive officers or NEOs were Jonathan Wright our President and Chief Executive Officer, Ross Andreachuk our Vice President, Finance, Chief Financial Officer and Corporate Secretary, Michael Lawford our Chief Operating Officer, Kevin Asman our Vice President, Marketing, and Ryan Paulgaard our Vice President, Production and Facilities.

Compensation Objectives and Philosophy

We have developed an executive compensation strategy built on offering a competitive compensation package, which is oriented toward developing a culture of ownership by providing long-term equity-based incentives. As a result, the awarding of stock options, restricted share awards, performance share awards, restricted share units and performance share units under our incentive plans is a significant component of our executive compensation. This approach is based on the assumption that our share price performance over the long-term is an important indicator of long-term performance.

Our compensation philosophy is based on the following fundamental principles:

Our compensation programs must be aligned with shareholder interests by aligning the goals of executives with maximizing long-term shareholder value;

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Our compensation to NEOs must be performance sensitive by linking compensation to our operating and market performance; and
Our compensation programs must be market competitive in terms of value and structure in order to retain existing employees who are performing according to their objectives and to attract new individuals of the highest calibre. We target the median of the market for total compensation which includes base salary, long-term incentives and short term incentives.

In 2020, in response to COVID-19 and the low oil price environment, we took immediate steps to reduce costs and to limit dilution. We reduced compensation at all levels of our organization and took steps to minimize equity dilution in our long-term incentive program. In particular:

our non-management directors elected to reduce their annual board and committee retainers by 20%;
the base salaries of the CEO and our NEOs were reduced by 15% and 12.5% respectively;
we implemented employee base salary reductions ranging from 5% to 10% with ascending seniority.
we suspended the ability for our outside directors to take any portion of their annual board and committee retainer fees in the form of deferred share units;
we awarded less than the target value of long-term incentives to all of our directors, and all employees including the CEO and our NEOs; and
we introduced a cash award incentive plan which enables us to issue performance share units and restricted share units that can only be settled in cash.

In light of the difficult environment and the low stock price, the above changes were introduced in order to keep the LTIP burn rate from jumping to unacceptable levels.

Effective February 1, 2021, upon significant recovery in commodity prices, the reductions described above were reversed. Additionally, the ability for directors to take any portion of their annual board and committee retainer fees in the form of deferred share units was reinstated January 1, 2022. With a significantly improved share price, we were able to grant long-term incentives in 2021 at target value with a significantly reduced burn rate of 1.2% and did not make any grants under our cash award incentive plan.

Compensation Risk and Risk Mitigation

In establishing our executive compensation program, our Corporate Governance & Compensation Committee considers the implication of the risks associated with our compensation program, including:

The risk of executives taking inappropriate or excessive risks;
The risk of inappropriate focus on achieving short term goals at the expense of long-term return to shareholders;
The risk of encouraging aggressive accounting practices; and

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The risk of excessive focus on financial returns and operational goals at the expense of regulatory, environmental and health and safety.

While no program can fully mitigate these risks we believe that many of these risks are mitigated by:

Weighting our long-term incentives towards share ownership and vesting our long-term incentives over a number of years;
Awarding a significant portion of long-term incentive compensation in the form of performancebased incentives which, through the payout multiplier, provide a direct link between corporate performance and the level of payout received. If threshold performance is not met, the payout multiplier will be zero and no payouts will be made under the performance-based incentives;
Annual variable pay is determined by a combination of both corporate and individual performance. If a minimum threshold of performance is not met, the payout could be zero and no variable pay payment would occur;
Avoiding narrowly focused performance goals which may encourage loss of focus on providing long-term shareholder return and retaining adequate discretion to ensure that our Corporate Governance & Compensation Committee and board retain their business judgement in assessing actual performance;
Establishing a formal recoupment or "clawback" policy pursuant to which some or all incentive awards made to executives are subject to recoupment in the event of an accounting restatement resulting from misconduct;
Establishing share ownership guidelines and imposing short selling and restrictions; and
Establishing a strong "tone at the top" for accounting, regulatory, environmental and health and safety compliance.

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Incentive Plan Design

The ability of our Corporate Governance & Compensation Committee to consider factors such as personal contributions to corporate performance and non-financial, non-production or non-reserves based elements of corporate performance allows the Corporate Governance & Compensation Committee to consider whether executive officers have attempted to bolster short term results at the expense of our long-term success in determining executive compensation. In addition, as the compensation program consists of fixed (base salary) and variable (annual cash variable pay and long-term incentive plan grants), the incentive for short term risk taking is balanced with the incentive to focus on generating long-term sustainable value for shareholders. Stock options, restricted share awards, performance share awards and performance share units which make up a significant portion of an executive officer's total compensation, generally vest over a period of time, which acts to further mitigate against the potential and inappropriate short term risk taking. There are no compensation policies and practices that are structured significantly different for any named executive officers. Our Corporate Governance & Compensation Committee and board of directors will continue to monitor compensation risk assessment practices on an ongoing basis to ensure that our compensation program is appropriately structured.

Clawback Policy

We have implemented a formal recoupment or "clawback" policy on executive incentive compensation, including, without limitation, variable pay, stock options, restricted share awards, performance share awards and performance share units, that may be awarded to our Chief Executive Officer and any of our VicePresidents including our named executive officers when (i) any of these executives engages in willful misconduct or fraud which causes or significantly contributes to a restatement of our financial statements due to material noncompliance with any applicable financial reporting requirement under securities laws, (ii) the executive receives incentive compensation calculated on the achievement of those financial results, and (iii) the incentive compensation received would have been lower had the financial statements been properly reported. The policy provides that when a clawback is triggered, our board may, in its sole discretion and to the extent that it determines it is in our best interests to do so, require the executive to repay the amount of incentive compensation relating to the year(s) subject to the restatement (or received upon exercise or payment of incentive compensation in or following the year(s) subject to the restatement that is in excess of the incentive compensation the executive would have received if the incentive compensation had been computed in accordance with the results as restated, calculated on an after tax basis. In addition, the executive is required to repay any profits realized from the sale of our securities during a 12 month period from the date that the original financial statements that are subsequently restated were filed.

Short Selling Restrictions

Our directors and officers are not permitted to knowingly sell, directly or indirectly, any of our securities that he or she does not own or has not fully paid for. Directors and officers may not: (i) sell a call option or buy a put option in respect of our common shares or any other of our securities; (ii) enter into any financial instrument or other transaction designed to hedge or offset a decrease in the market value of our common shares; or (iii) enter into any other derivative instruments, agreements, arrangements or understanding (commonly known as equity monetization transactions) the effect of which is to alter, directly or indirectly, the director's or officer's economic interest in our securities, or the director’s or officer’s economic exposure to us.

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Notwithstanding these prohibitions, solely in connection with the administration of our compensation plans, our directors and officers are permitted to sell through our compensation agent, currently Solium Capital Inc., common shares that are not yet owned by such director or officer provided that he or she holds stock options or other compensation related rights to acquire an equivalent number of our common shares and such director or officer has provided a notice of exercise for such stock options or other compensation rights to our compensation agent in order to facilitate the orderly settlement of such options or rights.

Share Ownership Requirements - Executives

Our executive officers are required to maintain a significant equity investment in us to align their interests with those of our shareholders and mitigate against the likelihood of undue risk taking. Our share ownership guidelines establish minimum share ownership levels for executives based on a multiple of their salary and executive level. See " Ownership Guidelines ".

Compensation Governance and Decision Making Process

The purpose of our Corporate Governance & Compensation Committee is to assist our board in fulfilling its responsibilities by monitoring our compensation plans and practices and ensuring their congruence with our objectives and goals by assessing and making recommendations regarding compensation, benefits, short and long-term incentive programs and employee retention. The compensation packages awarded to our executives is substantively the same as that provided to the rest of our employees, varying only with respect to the level of compensation provided in order to remain competitive with executives within our industry. This is intended to ensure that the interests of all of our employees are aligned internally, and with the long-term interests of our shareholders. Although the discussion below focuses upon our named executive officers, the same approach is broadly used for all staff. The more senior the staff, the higher the portion of "at risk" pay. Particularly at the most senior levels (executive), corporate performance target achievements are weighted more highly than personal performance, although both are considered.

Our Corporate Governance & Compensation Committee is currently composed of four independent directors, Mr. MacPhail (Chair), Mr. Eckhardt, Mr. Karkkainen, and Mr. Poelzer. As described under Biographies of our Directors above each member of our Corporate Governance & Compensation Committee has direct experience in establishing and operating executive and corporate compensation programs.

Our Chief Executive Officer presents recommendations to the Corporate Governance & Compensation Committee regarding the total budget for salary adjustments, variable pay amounts and long-term incentives for all non-executive employees. Specific salary, variable pay and long-term incentive recommendations for each of our executive members are presented by our Chief Executive Officer to the Corporate Governance & Compensation Committee and recommendations are made by the Corporate Governance & Compensation Committee to our board. The Corporate Governance & Compensation Committee also makes specific recommendations to our board on our Chief Executive Officer's salary, variable pay and long-term incentive awards. Our board reviews all recommendations of the Corporate Governance & Compensation Committee before final approval. Any director who is also an officer is excused from the directors' meeting during any discussion of their compensation. Recommendations and approvals regarding executive salary, variable and long-term incentive awards are made at the same time as those for all of our employees.

Although we participate annually in the Mercer survey, from time to time we engage compensation consultants to assist us in a review of our executive compensation system. In 2021, we engaged Lane Caputo

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Compensation Inc. to assist us in a review of our executive compensation program and to provide an update on market trends in salaries. We paid Lane Caputo Compensation Inc. a fee of $2,000 for the services provided to us in 2021.

Analysis of Compensation Practices of Competitors

Aggregate compensation for each NEO is designed to be competitive. In order to assess the market competitiveness of our executive compensation programs and assist the Corporate Governance & Compensation Committee in its evaluation of compensation, we participate in the annual Mercer Total Compensation Survey for the Petroleum Industry and compare to companies with production rates of between 10,000 and 100,000 barrels of oil equivalent (" Boe ") per day. In addition, we review specific publicly disclosed compensation data from selected publicly traded peer companies. For the purpose of compensation comparisons, we select peer oil and gas companies from the Toronto Stock Exchange with market capitalization which range in size from 0.5 to 3.0 times ours.

In 2021, we considered data from for the following twenty publicly traded companies:

Advantage Oil & Gas Ltd.	MEG Energy Corp.
Athabasca Oil Corp.	Paramount Resources Ltd.
Baytex Energy Corp.	Peyto Exploration & Development Corp.
Birchcliff Energy Ltd.	Pipestone Energy Corp.
Cardinal Energy Ltd.	PrairieSky Royalty Ltd.
Crescent Point Energy Corp.	Spartan Delta Corp.
Crew Energy Inc.	Storm Resources Ltd.
Enerplus Corporation	Tamarack Valley Energy Ltd.
Freehold Royalties Ltd.	Topaz Energy Corp.
Kelt Exploration Ltd.	Whitecap Resources Inc.

The purpose of reviewing the Mercer and peer company data is to:

Understand the competitiveness of current salaries, variable payment levels and long-term incentives for staff and for each executive position relative to companies of similar size;
Identify and understand any gaps that may exist between actual compensation levels and market compensation levels; and
Establish a basis for developing salary adjustments and short and long-term incentive awards.

Elements of Compensation and Compensation Mix

In 2021, our executive compensation consisted of essentially four components: (1) base salary; (2) variable pay - an annual payment for short term incentive; (3) long-term incentive compensation; and (4) other benefits, as more fully described in the table below:

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Not at Risk Compensation	Not at Risk Compensation	At Risk Compensation	At Risk Compensation
Base Salary	Other Benefits	Variable Pay	Long-Term
			Incentives
Fixed amount of pay	Includes health benefits,	Lump sum cash	Long-term incentives
for day to day work	insurance, Employee	payment for prior	are split with 30%
	Stock Savings Plan and	calendar year	from stock options,
	parking	performance	20% from restricted
			share awards
			("RSAs") and 50%
			from performance
			share awards
			("PSAs")

	Not at Risk Compensation	Not at Risk Compensation	At Risk Compensation	At Risk Compensation
	Base Salary	Other Benefits	Variable Pay	Long-Term Incentives
Description	Fixed amount of pay for day to day work	Includes health benefits, insurance, Employee Stock Savings Plan and parking	Lump sum cash payment for prior calendar year performance	Long-term incentives are split with 30% from stock options, 20% from restricted share awards ("RSAs") and 50% from performance share awards ("PSAs")
Purpose	Compensates for executive’s role, experience and performance	To assist in share ownership, the health and the well-being of the executives and their families	To recognize achievement of prior year's corporate and individual performance targets	To align compensation with long-term strategy and overall long- term corporate performance
Determination	Based on peer market data (including Mercer), performance and scope of duties	Components are based primarily on industry norms and value determined as a percentage of base salary	Based on corporate and individual performance and achievement of prior year targets	Based on corporate and individual long- term performance versus industry
Timing of Payment or Grant	Bi-monthly (twice per month)	Bi-monthly (twice per month)	Annually	Options, RSAs and PSAs are granted semi-annually and vest as follows: Options – vest in thirds over 3 years, expire 2.5 years after vesting RSAs – cliff vest two years after grant anniversary PSAs – cliff vest three years after grant anniversary

Performance Evaluations

In establishing base salary and long-term incentive compensation levels, the Corporate Governance & Compensation Committee uses current levels of compensation as the starting point and adjusts this based on certain factors including company and individual performance and industry and competitor analysis. By contrast, the annual variable pay amount is a complete reset annually and is based on achievement of annual corporate and individual targets. Depending on those results, the variable pay is pegged at the appropriate point in a predetermined range which is chosen to be competitive with the industry.

"At risk" refers to the fact that the payment is not guaranteed. A significant percentage of each executive's total compensation is comprised of variable pay and long-term incentives which are directly linked to

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corporate and individual performance. The salary component provides a base of secure compensation necessary to attract and retain executive talent and targets the median of the Mercer data for executives. The "at risk" components, variable pay and long-term incentives are designed to balance short term performance with our long-term interests and motivate the superior performance of both. The long-term incentive plan also aligns NEOs with shareholders and helps retain executive talent. Our employee stock savings plan further aligns NEOs with shareholders and allows NEOs to accumulate savings for retirement or other purposes. In line with our overall compensation philosophy that promotes ownership among our executives, a higher proportion of our NEO total compensation is at-risk and tied to our long-term performance.

The following chart depicts 2021 at-risk total direct compensation among our NEOs:


CEO		20%	25%		53%	2%
CFO		24%	23%		50%	3%	Base as a % of total STIP as a % of total
COO		23%	24%		51%	2%	LTIP as a % of total
							Other as a % of total
Other NEOs		25%	23%		49%	3%
	0%	20%	40%	60%	80% 100%

Note:

(1) STIP represents short term incentives (annual variable pay) and LTIP represents long-term incentives (stock options, RSAs and PSAs).

In determining both variable pay and long-term incentives, our Corporate Governance & Compensation Committee reviews an internal scorecard which covers key aspects of our overall corporate performance. Our performance is compared against a variety of financial and operating targets including but not limited to health, safety and environment (" HSE "), and other ESG factors; per share and absolute growth of: production, adjusted funds flow, and reserves. Greatest weight is given to per share metrics for the longterm, however the meeting of absolute annual targets is also considered since appropriate long-term funding plans can impact short term per share metrics. Also considered are operating and general & administrative expenses per Boe; operating netbacks; finding and development costs and corporate recycle ratio. Greatest weight is given to management controllable items as opposed to those which are more commodity price driven.

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As part of the scorecard, the Corporate Governance & Compensation Committee also considers our annual share price performance both on a standalone basis and versus industry peers, the development and execution of our longer term business strategies and other strategic elements. The Corporate Governance & Compensation Committee assesses the individual performance of our President and Chief Executive Officer and each of our other officers. Our President and Chief Executive Officer assists the Corporate Governance & Compensation Committee with the performance assessment of the other officers. This assessment considers both performance against the corporate scorecard described below and performance against specific departmental and personal goals. There is no specific numeric weighting between the NEO's performance against the corporate goals versus individual goals however heaviest weight is given by far to corporate performance, particularly for the CEO.

Corporate Variable Pay Performance Scorecard

The following table outlines our corporate scorecard for 2021 performance versus the 2021 plan, which is used for the purpose of establishing the variable pay multiplier range of 0 - 1.5 times.

Corporate Variable Pay Scorecard 2021	Corporate Variable Pay Scorecard 2021	Corporate Variable Pay Scorecard 2021
Performance Metric	2021 Target	2021 Actual	Status (Red/Yellow/ Green)
Health, safety and environment	Various lost time and reportable incident, and other environment targets	No lost time incidents (“LTIs”). Good ESG progress, excellent spill performance. TRIF frequency slightly high but favorably low potential incidents.	Yellow
Production – 2021 average (Boe per day)(1)	51,600	52,345	Green
Production growth per weighted average share(2)	+2%	+4%	Green
Capital expenditures - $ millions(3)	$250	$289 after board approved increase	Green
Reserve additions – PDP(4)(5)	34.0 MMBoe(6)	47.2 MMBoe	Green
Reserve additions – TP+PA(4)(5)	21.3 MMBoe	22.0 MMBoe	Green
PDP F&D costs(7)	$7.50/Boe	$6.12/Boe	Green
Operating expenses per Boe	$10.65	$10.65	Green
General & Administrative ("G&A") expenses per Boe	$0.99	$1.04, very close to target, with salaries	Green

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Corporate Variable Pay Scorecard 2021	Corporate Variable Pay Scorecard 2021	Corporate Variable Pay Scorecard 2021
Performance Metric	2021 Target	2021 Actual	Status (Red/Yellow/ Green)
		restored after world economic recovery
Adjusted funds flow - $ millions(3)	$220	$321	Green
Adjusted funds flow per weighted average share growth(8)	+38%	+103%	Green
Corporate netback per Boe(3)	$11.60	$16.81	Green
Corporate recycle ratio (PDP)(9)	1.5x	2.7x	Green
Strategic Initiatives
Advance Montney play and full field development plan	Execution of key 5 year plan initiatives	Excellent execution	Green
Manage take-or-pay ("TOP") commitments for assurance of infrastructure access		Excellent execution	Green
Execute asset divestitures - $ millions	$110	$117	Green
Manage net debt to current quarter annualized adjusted funds flow ratio(3)	1.5-2.0x	0.8x	Green

Notes:

(1) See " Advisories – Production & Product Type ".
(2) Production growth per weighted average share growth is calculated as the change in production determined on a per weighted average shares outstanding basis over a predefined period. Measuring production growth per share better reflects the interests of our existing shareholders by reflecting the dilutive impact of equity issuances.
(3) See "Advisories – Non-GAAP and Other Financial Measures ".
(4) Reserve additions reflect 2021 drilling extensions plus technical revisions.
(5) PDP represents proved developed producing reserves and TP + PA represents total proved plus probable reserves, in each case as per the independent reserve evaluation effective December 31, 2021.
(6) MMBoe means million barrels of oil equivalent.
(7) Represents finding and developed costs (" F&D ") for PDP reserves. See " Advisories – Oil and Gas Metrics " and " Advisories – Non-GAAP and Other Financial Measures ".
(8) Calculated as the percentage difference between the adjusted funds flow per weighted average share in two specified time periods, where adjusted funds flow per weighted share is calculated as the quotient resulting from dividing the adjusted funds flow by the number of shares outstanding in that period after adjusting for changes in the share capital over that period. See also " Advisories – Non-GAAP and Other Financial Measures ".
(9) Represents our proved developed producing recycle ratio. See " Advisories – Oil and Gas Metrics " and " Advisories – Non-GAAP and Other Financial Measures ".

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When assessing performance, the Corporate Governance & Compensation Committee and our board do not apply numerical weightings to any of these categories, rather a traffic light system of green/yellow/red is applied. The evaluation of performance also involves the use of informed judgement and consideration of circumstances such as the macroeconomic environment, other external factors and internal constraints in determining overall performance.

The key performance highlights in 2021 included the following:

HSE and ESG performance was very strong with no LTIs, total reportable incident frequency (“TRIF”) was higher than target but favorably most were low potential incidents, spill performance was excellent and we continued to make good ESG progress, including positive strides in reducing GHG and methane emissions.
We achieved 4% production growth and exceeded our production guidance due to strong operational execution and strong well results.
Successfully managed liquidity with material debt reduction from free adjusted funds flow, a successful non-core property disposition, and extended the tenure of our senior unsecured notes with a new issuance.
Very strong year end reserve values, record F&D costs and recycle ratio, with well costs that continued to trend downwards while production performance improved.
Continued to significantly advance corporate long-term strategies including advancing the Montney play with very strong operational success despite the additional challenges and costs of COVID-19 social distancing work procedures.

Base Salaries

Typically, base salary increases are determined for all employees and executives in December of each year. For base salary, NEOs are targeted approximately to the median of the Mercer and industry peer results.

In 2020, oil prices declined dramatically due to the global oil price war and decline in demand due to COVID19. NYMEX natural gas prices were also at decade lows for a good portion of the year, due to temporary oversupply after the mild winter of 2019-20. In response to these events, effective May 1, 2020 we reduced the base salaries of the CEO and all NEOs by 15% and 12.5% respectively and implemented employee base salary reductions ranging from 5% to 10% with ascending seniority. These salary reductions were reversed as of February 1, 2021 upon significant recovery in commodity prices.

Variable Pay

NEO variable pay amounts are targeted at the appropriate point within the pre-specified ranges shown below. Individual placement within the range is dependent on the traffic light scorecard results, the board's judgement, and to some extent, the NEO's individual performance. The ranges themselves are selected based on industry competitive analysis for similar roles, and are revisited periodically to ensure continued alignment with industry. By way of example, if the majority of scorecard items were red variable pay would normally be targeted at the bottom of the range or zero. If all were green, then variable pay would be targeted towards the top of the range. However our board also considers industry conditions.

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The following table sets forth the variable pay target ranges for our CEO and the other NEOs. The performance multiplier range to be applied to the table below is 0–1.5x. Our board approved a performance multiplier for variable pay of 1.45x for the year of 2021.

The following table sets forth the variable pay target ranges for our CEO and the other NEOs:

NEO	Target	Actual Multiple
President and CEO	85% of base salary x range (0 - 1.5x)	1.45x
COO	75% of base salary x range (0 - 1.5x)	1.45x
All Other NEOs	65% of base salary x range (0 - 1.5x)	1.45x

Our board approved an overall 2021 company variable pay pool amount of 39% of 2021 annual salaries paid to employees including executives, or $4.8 million.

The following table details the portion of variable pay awarded to our NEOs for 2021 versus 2020. Variable pay for 2021 was paid in January, 2022. Variable pay for 2020 was paid in January, 2021:

	2021 Variable		2020 Variable
	Pay	% of 2021	Pay	% of 2020
Name	($)	Annual Salary	($)	Annual Salary
Jonathan Wright	545,000	121%	208,850	51%
Ross Andreachuk	260,000	93%	95,000	37%
Michael Lawford	320,000	107%	125,000	45%
Kevin Asman	235,000	93%	95,000	41%
Ryan Paulgaard	230,000	93%	86,000	39%

Long-term Incentives

Our long-term incentive plans for our officers and employees currently consist of our stock option plan, share award incentive plan, cash award incentive plan and employee stock savings plan.

Our non-management directors are not entitled to participate in any of these plans. We have a separate deferred share unit plan for our non-management directors. See " Director Compensation " for a summary of our deferred share unit plan.

Our long-term incentive plans are designed to align the interests of our employees with shareholders by linking a component of compensation to the long-term performance of our common shares. Our directors' deferred share unit plan is the only form of long-term incentive for our non-management directors.

Stock options and incentive awards which consist of RSAs and PSAs are granted to officers and employees generally upon commencement of service based on the level of responsibility with us. Although our plans also allow us to grant stock options and incentive awards to other service providers, we do not do so.

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In 2020, we introduced a cash award incentive plan which enables us to issue performance share units (" PSUs ") and restricted share units (" RSUs ") that can only be settled in cash. A detailed description of this plan and our other incentive plans can be found under the heading " Long-term Incentive Plans ". PSUs and RSUs are only granted as needed to manage dilution and they are not intended to be a permanent component of the LTIP mix. The value of PSUs is capped at a maximum of 2x the original value at grant date to limit the cash liability to NuVista. No RSUs have ever been granted and no PSUs were granted in 2021.

Our current policy is that long-term incentive grants are generally made on a semi-annual basis. Our Corporate Governance & Compensation Committee is responsible for determining the allocation of longterm incentive grants between stock options and incentive awards. The percentage of stock options received relative to incentive awards increases with greater levels of responsibility but the largest focus is upon PSA’s.

Each RSA entitles the holder to an amount computed by the value of a notional number of common shares designated in the award on the second anniversary of the date of grant (or such earlier or later dates as may be determined by our board). Each PSA and PSU entitles the holder to an amount computed by the value of a notional number of common shares designated in the award multiplied by a payout multiplier on the third anniversary of the date of grant (or such earlier or later dates as may be determined by our board). The payout multiplier is dependent on our performance relative to pre-defined corporate performance measures for a particular period and will payout in a range of 0 to 2.0x and will be the arithmetic average of the payout multiplier for each of the three preceding fiscal years. RSAs and PSAs are issuable under our share award plan and can be settled in common shares issued from treasury.

In 2021, CEO and NEOs’ long-term incentives were comprised of a combination of stock options, RSAs and PSAs. We granted 631,911 RSAs, 1,043,455 PSAs and 925,236 stock options to employees during 2021, of which 224,650 RSAs, 561,624 PSAs and 558,450 stock options were granted to officers.

No RSAs, PSAs, RSUs or PSUs or stock options were granted to our non-management directors in 2021.

For the long-term incentive portion of total NEO compensation, the amounts targeted are primarily driven by an attempt to maintain long-term incentive compensation in or near the second quartile of Mercer and industry peers. However, the data for these amounts are, by nature, annually volatile, so multi-year smoothing and dampening is always required. The exact placement each year is made to maintain the competitive position noted above, taking into account our long-term, absolute and relative performance versus our peers, job responsibility, scarcity of skills, and to some extent, personal performance. We also believe that while creating long-term retention, our long-term incentive payments are also highly aligned with company and long-term shareholder compensation given that actual payouts are entirely tied to share price performance.

The following table sets forth the 2021 long-term incentive target for our CEO and the other NEOs.

NEO	Target
President and CEO	260% of base salary x range (0.7-1.3x)
COO	220% of base salary x range (0.7-1.3x)
All Other NEOs	200% of base salary x range (0.7-1.3x)

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The following table details the stock options, RSAs and PSAs granted to each of our NEOs during 2021. No RSUs have ever been granted and no PSUs were granted in 2021. The stock options vest over a three year period, with a vesting of one third of the grants at each anniversary date. The RSAs cliff vest two years from the date of grant and the PSAs cliff vest three years from the date of grant.

		Performance-Based
	Number of Stock	Awards Granted	Time-Based Awards Granted
Name	Options Granted	(PSAs)	(RSAs)
Jonathan Wright	152,538	153,404	61,362
Ross Andreachuk	73,176	73,593	29,437
Michael Lawford	85,746	86,234	34,494
Kevin Asman	65,727	66,102	26,440
Ryan Paulgaard	64,605	64,972	25,989

PSA Scorecard

The PSA scorecard is different from the variable pay scorecard shown earlier as it is focused on long-term evergreen metrics as opposed to current year performance versus current year plan. The PSAs cliff vest after three years and the performance multiplier used at vesting time will be the arithmetic average of the performance multiplier approved by the board in each of the prior three years, with a range of 0 – 2.0x.

Our policy on PSAs s to cap the performance multiplier at 1.0x for any year where the share price has reduced from the beginning of year to the end of the year. This reflects a hard limit on increased payouts for any year where there was no return for the shareholders in the form of share price appreciation, regardless of positive relative TSR performance.

Effective January 1, 2021, our Corporate Governance & Compensation Committee established the following corporate performance targets for 2021 and beyond listed in the table below (and the weighting of each measure) for the performance multiplier. In March of 2022, our Corporate Governance & Compensation Committee met to assess our performance relative to such corporate performance measures and to establish the 2021 performance award payout multiplier. Listed below are the results of the assessment.

	2021 Performance Award Payout Multiplier Scorecard	2021 Performance Award Payout Multiplier Scorecard	2021 Performance Award Payout Multiplier Scorecard	2021 Performance Award Payout Multiplier Scorecard
Corporate Performance Measure	Results / Quartile Ranking	Weighting	Target Range (0 - 2)	Awarded Rating (0 - 2)	Weighted Score
HSE & ESG	No LTIs, spill performance was excellent, TRIF slightly high but low potential incidents, good ESG progress.	15%	0 – 2.0	1.8	0.27
Relative Corporate PDP Recycle Ratio(1)	Top of top quartile	20%	0 – 2.0	2.0	0.40

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2021 Performance Award Payout Multiplier Scorecard	2021 Performance Award Payout Multiplier Scorecard	2021 Performance Award Payout Multiplier Scorecard	2021 Performance Award Payout Multiplier Scorecard	2021 Performance Award Payout Multiplier Scorecard
Corporate Performance Measure	Results / Quartile Ranking	Weighting	Target Range (0 - 2)	Awarded Rating (0 - 2)	Weighted Score
Net Debt to Adjusted Funds Flow ratio(2)	Exceeded net debt reduction targets, annualized current quarter ratio 0.8x	10%	1.25 – 2.25x	2.0	0.20
Progress on strategic initiatives	Excellent execution	30%	0 – 2.0	2.0	0.60
TSR Relative(3)	Top performing stock price inpeergroup	25%	0 – 2.0	2.0	0.50
Calculated Payout Multiplier					1.97

Notes:

(1) Represents our proved developed producing recycle ratio relative to our peers. See " Advisories – Oil and Gas Metrics " and " Advisories – Non-GAAP and Other Financial Measures ".
(2) See " Advisories – Non-GAAP and Other Financial Measures ".
(3) TSR is calculated as the change in share price over a pre-determined period. This metric provides an objective assessment of relative performance over the specified time period.

In addition, at the March 2022 meeting, our Corporate Governance & Compensation Committee changed the net debt to adjusted funds flow ratio target for 2022 and beyond. As a result of continuing focus on reducing net debt, the target net debt to adjusted funds flow ratio has been reduced to 0.5 – 1.0x. Our board has approved a long term sustainable net debt target of less than 1.0 times adjusted funds flow in the stress test price environment of US$ 45/Bbl WTI and US$ 2.00/MMBtu NYMEX natural gas. In the context of our 2022 plan, this represents a target net debt level of $200 - $250 million.

We did not issue any PSAs until 2018. This first grant of PSAs were settled in 2021. Based on the average of the 2018 and 2019 payout multipliers of 1.0x and the 2020 payout multiplier of 0.73x, the payout multiplier for these awards was 0.91X.

Our 2019 grant of PSAs will be settled in 2022. Based on the average of the 2019 payout multiplier of 1.0x, the 2020 payout multiplier of 0.73x and the 2021 payout multiplier of 1.97x, the payout multiplier for these awards will be 1.23x.

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Reported Compensation compared to Realized Compensation

Annual realized compensation varies from "as granted" or "reported" annual compensation due to phasing of LTIP encashment and also primarily due to the fact that LTIP is granted based on an assumed BlackSholes calculation of the value of stock options, RSAs, PSAs and PSUs. Actual value when encashed is of course dependent on share performance between the grant date and the encashment date.

The following table demonstrates the long-term orientation of our executive compensation program by comparing the difference between the reported pay shown in the summary compensation table and the actual pay realized by our current NEOs for the last three years (or the period of time for which they have been a NEO):

Name and principal position	Year	Total Reported "As Granted" Compensation ($)	Total Realized Compensation (1) ($)	Realized vs. Reported Compensation ($)	Realized as a Percentage of Reported Compensation (%)(2)
Jonathan Wright President and Chief Executive Officer	2021 2020 2019	2,219,780 1,453,723 1,773,691	1,632,358 684,956 962,115	(587,422) (768,767) (811,576)	74 47 54
Ross Andreachuk Vice President, Finance, Chief Financial Officer and Corporate Secretary	2021 2020 2019	1,138,220 764,462 909,030	929,401 396,469 523,000	(208,819) (367,993) (386,030)	82 52 58
Michael Lawford Chief Operating Officer	2021 2020 2019	1,313,836 878,125 1,092,869	1,135,786 447,247 614,549	(178,050) (430,878) (478,320)	86 51 56
Kevin Asman Vice President, Marketing	2021 2020 2019	1,022,645 699,883 850,190	876,493 367,079 480,322	(146,152) (332,804) (369,868)	86 53 56
Ryan Paulgaard Vice President, Production and Facilities	2021 2020 2019	1,004,416 651,127 803,830	831,022 341,605 438,977	(173,394) (309,522) (364,853)	83 52 55

Notes:

(1) Total realized compensation is based on income as reported on the officer's official tax slip adjusted for variable pay amounts which apply to that year but are not paid until the following January. For example, the 2021 realized compensation above is the officer’s income as per their 2021 tax slip minus the variable pay amount paid in January 2021 (which applies to 2020 performance) plus the variable pay amount paid in January 2022 (which applies to 2021 performance).
(2) This calculation assumes a payout multiplier of 1x for the PSAs granted in 2019, 2020 and 2021 and the one-time grant of PSUs in 2020. The actual value realized may be greater or less than the indicated value based on stock price movements prior to the future vesting date.

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The following table shows a breakdown of realized LTIP compensation by our current NEOs in 2021, broken down between share-based awards and option-based awards:

Name and principal position	Realized Value of Option-based Awards ($)	Realized Value of
		Share-based Awards ($)	Total Realized LTIP Value ($)
Jonathan Wright President and Chief Executive Officer	44,401	549,781	594,182
Ross Andreachuk Vice President, Finance, Chief Financial Officer and Corporate Secretary	92,216	266,104	358,320
Michael Lawford Chief Operating Officer	163,349	323,366	486,715
Kevin Asman Vice President, Marketing	112,824	250,660	363,484
Ryan Paulgaard Vice President, Production and Facilities	96,502	230,627	327,129

The following graph demonstrates the long-term orientation of our executive compensation program by comparing the difference between the reported pay shown in the summary compensation table and the actual pay realized by our CEO for the last five years, versus our share price performance on a relative basis:

	2016/12	2017/12	2018/12	2019/12	2020/12	2021/12
NuVista Common Share Price	100	116	59	46	14	100
CEO Realized Compensation	100	113	117	82	58	139
CEO "As Granted"
Compensation	100	118	134	105	86	131

The following graph demonstrates the long-term orientation of our executive compensation program by comparing the difference between the reported pay shown in the summary compensation table and the actual pay realized by our CEO and NEOs who have been NEOs for the last five years versus our share price performance on a relative basis.

	2016/12	2017/12	2018/12	2019/12	2020/12	2021/12
NuVista Common Share Price	100	116	59	46	14	100
CEO + NEO Realized
Compensation	100	115	122	86	63	152
CEO + NEO "As Granted"
Compensation	100	122	138	109	89	134

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Summary Compensation of NEOs

The following table sets forth the full detail for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, information concerning the "as granted" compensation paid to our NEOs:

Name and principal position	Year	Salary ($)	Share- based awards (1) ($)	Option- based awards(2) ($)	Non-equity incentive plan compensation	Non-equity incentive plan compensation	Pension value ($)
					Annual incentive plans(3) ($)	Long- term incentive plans ($)		All other compen- sation ($)	Total compen- sation ($)
Jonathan Wright President and Chief Executive Officer	2021 2020 2019	449,312 409,500 455,000	827,053 629,540 479,798	354,550 162,103 428,810	545,000 208,850 360,000	- - -	- - -	43,865 43,730 50,083	2,219,780 1,453,723 1,773,691
Ross Andreachuk Vice President, Finance, Chief Financial Officer and Corporate Secretary	2021 2020 2019	280,651 259,971 270,100	396,966 301,839 231,984	170,174 77,722 209,260	260,000 95,000 162,500	- - -	- - -	30,429 29,930 35,186	1,138,220 764,462 909,030
Michael Lawford Chief Operating Officer	2021 2020 2019	298,870 276,848 295,967	465,297 353,568 285,321	199,468 91,041 250,933	320,000 125,000 210,000	- - -	- - -	30,201 31,668 50,647	1,313,836 878,125 1,092,869
Kevin Asman Vice President, Marketing	2021 2020 2019	251,973 233,406 242,500	356,718 273,231 220,728	152,918 70,431 193,571	235,000 95,000 162,500	- - -	- - -	26,036 27,815 30,891	1,022,645 699,883 850,190
Ryan Paulgaard Vice President, Production and Facilities	2021 2020 2019	247,879 219,550 233,827	350,335 253,902 204,896	150,188 65,378 181,861	230,000 86,000 147,500	- - -	- - -	26,014 26,297 35,746	1,004,416 651,127 803,830

Notes:

(1) Includes RSAs and PSAs under our share award incentive plan which permits treasury settlements and PSUs granted in 2020 under our cash award incentive plan which may only be settled in cash. This calculation assumes a payout multiplier of 1x for the PSAs and PSUs and does not give effect to the cap on the award value of all grants of PSUs under the cash award incentive plan to two times the fair market value of our common shares on the grant date. Based on the grant date fair value of the applicable awards on the date of the grant. Fair value is determined based on the weighted average trading price of the five days preceding the grant date. These amounts are not necessarily reflective of actual amounts that may be realized on exercise. See " Outstanding Option-Based Awards and Share-Based Awards " which reflect the value at December 31, 2021.
(2) Based on the grant date fair value of the applicable options on the date of grant. The fair value of each option granted is determined on the date of grant using the Black-Scholes option pricing model. During 2021, in the pricing model, the average risk free interest rate was 1.1%; volatility of 79%; an average expected life of 4.5 years; an estimated forfeiture rate of 10%; and dividends of $nil per share. These amounts are not necessarily reflective of actual amounts that may be realized on exercise. See " Outstanding Option-Based Awards and Share-Based Awards " which reflect the value at December 31, 2021.
(3) This represents annual cash variable payments to our NEOs.

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Long-Term Incentive Plans

The following is a summary of the terms of our stock option plan, share award incentive plan, cash award incentive plan and employee stock savings plan.

Stock Option Plan

A copy of our stock option plan was filed on our profile on the SEDAR website at www.sedar.com on May 13, 2020, under the category "Other Securityholders Documents".

Purpose

The principal purposes of our stock option plan are: (i) to retain and attract qualified directors, officers, employees and other service providers that we require; (ii) to promote a proprietary interest in us by such persons and to encourage such persons to remain in our employ or service and put forth maximum efforts for the success of our business; and (iii) to focus management on operating and financial performance and long-term total shareholder return.

Incentive-based compensation such as our stock option plan is an integral component of our compensation. The attraction and retention of qualified employees has been identified as one of the key risks to our longterm strategic growth plan. Our stock option plan is intended to maintain our competitiveness within the Canadian oil and gas industry and to facilitate the achievement of our long-term goals. In addition, this incentive-based compensation is intended to directly link a component of compensation to the performance of our common shares.

Administration

Our stock option plan is administered by our board and our board has the authority to appoint a committee of the board to administer the stock option plan. In addition, our board may delegate to one or more of its members, to our President and Chief Executive Officer or to one or more agents such administrative duties as it may deem advisable, and the board or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the board or such person may have under the stock option plan.

Participants

Under the terms of stock option plan, any of our directors, officers, employees and other service providers may be granted stock options. In determining the persons to whom stock options may be granted and the number of common shares to be granted, our board may take into account such factors as it shall determine in its sole discretion.

Exercise Price

The exercise price of any stock option granted pursuant to the stock option plan must be fixed by our board when the stock option is granted, provided that such price shall not be less than the "Market Price" of our common shares on the date of the grant. "Market Price", on any date, is defined in the stock option plan, as the volume weighted average trading price of our common shares on the Toronto Stock Exchange for the five trading days prior to the date of grant (or, if our common shares are not then listed and posted for trading on the Toronto Stock Exchange, such price as is required by such stock exchange in Canada on

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which our common shares are listed and posted for trading as may be selected for such purpose by our board) and provided that in the event that our common shares are not listed and posted for trading on any stock exchange in Canada, the exercise price shall be determined by the board in its sole discretion. Notwithstanding the foregoing, in certain circumstances, such as when a stock option is offered to an individual as an inducement to secure employment, the exercise price may be otherwise determined, but only with the prior consent of all stock exchanges on which our common shares are at that time listed.

Plan Limits

Our stock option plan currently provides that the maximum number of common shares reserved for issuance from time to time pursuant to outstanding stock options granted and outstanding under the plan may not exceed 10,445,000 common shares.

The aggregate number of common shares issuable pursuant to the stock option plan to any single holder of stock options may not exceed 5% of our outstanding common shares. In addition, in accordance with the rules of the Toronto Stock Exchange, the number of common shares issued to insiders within one year pursuant to the stock option plan, and issuable to insiders at any time, under the stock option plan or when combined with all of our other security based compensation arrangements, may not exceed 10% of our outstanding common shares. In determining the number of common shares issuable within one year for this purpose, the number of common shares will be determined on the basis of the number of common shares that are outstanding immediately prior to the common share issuance, excluding any common shares issued pursuant to share compensation arrangements over the preceding one-year period.

The number of common shares issuable pursuant to the stock option plan to all non-management directors is limited to a maximum of 0.25% of our outstanding common shares and the value of stock options granted to any one non-management directors during a calendar year, as calculated on grant date, shall not exceed $100,000. Notwithstanding this, our deferred share unit plan is our only form of long-term incentive for our non-management directors.

Our stock option plan provides that if any stock option granted under the plan expires, terminates or is cancelled for any reason without the common shares issuable thereunder having been issued in full, such unissued common shares shall be available for the purposes of the granting of further stock options under the plan. Common shares issued upon exercise of stock options are not available for the purposes of the granting of further stock options under the plan.

Vesting

Our board has the sole discretion to determine the time during which stock options will vest and the method of vesting, or that no vesting restriction shall exist either before or after the date of grant.

Expiry

All stock options granted pursuant to the stock option plan will expire on a date determined by our board at the time of the grant provided that no stock option may be exercised beyond six years from the time of the grant. Any stock options which have not been exercised by the applicable expiry date will expire and become null and void.

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If the expiry date of any stock option falls within any blackout period imposed by our board, then the expiry date of such stock options will be extended to the date that is ten business days, following the end of such blackout period and if that date is not a business day, such date will be further extended by that number of days required such that the period ends on a business day. Unless approved by the board, no stock options may be exercised by a holder of stock options during a blackout period.

Put Right

Holders of stock options may exercise stock options from time to time by delivering a written notice of exercise specifying the number of common shares with respect to which the stock option is being exercised and accompanied by payment in full of the exercise price of the common shares then being purchased. In addition, holders of stock options have the right (the "Put Right") to request that we purchase each of their vested stock options for a price equal to the difference, if positive, between the market price of our common shares on the day prior to date of notice of exercise of the Put Right (which is equal to the closing price on such date and without the typical flow through share premium) and the exercise price of the option. We have the discretion to not accept any exercise of the Put Right. In addition, each holder of stock options that exercises the Put Right may purchase common shares from treasury with the proceeds of the exercise of the Put Right at the market price of our common shares. In certain circumstances as set forth in the stock option plan, a holder of stock options that exercises the Put Right may purchase common shares from us, which may, at our election, be issued on a flow-through basis under the Income Tax Act (Canada). The maximum number of common shares available under the Put Right is currently set at 700,000 common shares. To date, we have not issued any common shares pursuant to the exercise of this Put Right.

Financial Assistance

Our stock option plan does not contain any provisions for financial assistance by us in respect of any stock options granted thereunder.

Change of Control

In the event of a "change of control" (as defined in the stock option plan) of us, the vesting date(s) applicable to all stock options will be accelerated to the effective date of the change of control.

Anti-Dilution

The stock option plan contains anti-dilution provisions which allow our board to make such adjustments to the plan, to any stock option as our board of directors may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to employees thereunder.

Early Termination

Our stock option plan currently provides that, unless otherwise determined by our board or unless otherwise provided in an option agreement pertaining to a particular award or any written employment or consulting agreement, the following provisions shall apply in the event that a holder ceases to be a director, officer, employee or other service provider:

(a) Involuntary Termination for Cause – Upon the termination of a holder for cause, all stock options held by such person on the cessation date (whether vested or not) shall immediately terminate and

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become null and void and all rights to receive common shares thereunder shall be forfeited effective on the cessation date.

(b) Termination Upon Retirement – Upon the retirement of a holder (as defined in the stock option plan), all stock options held by the holder which have vested as of the cessation date shall be forfeited on the earlier of: (A) the expiry date; and (B) the date that is six (6) months from the cessation date. In addition, the holder may, within two (2) years from the cessation date and prior to the expiry date, exercise any remaining stock options which vest within such period, after which time any remaining stock options held by the holder (whether vested or not) shall terminate and become null and void.
(c) Death – Upon the death of a holder, the holder's personal representative, within six months from the date of death and prior to the expiry date, exercise stock options which are vested within such period, after which time any remaining stock options (whether vested or not) shall terminate and become null and void.
(d) Other Termination – If a holder voluntarily ceases to be a director, officer, employee or other service provider for any reason whatsoever, other than as a result of retirement or as a result of termination other than for cause: (i) all stock options held by the holder which have vested as of the cessation date shall be forfeited effective on the earlier of: (a) the expiry date; and (b) the date that is 30 days from the cessation date; and (ii) all stock options held by the holder which have not vested as of the cessation date shall immediately terminate and become null and void and all rights to receive common shares thereunder shall be forfeited.

No Assignment

Except in the case of death, the right to receive common shares pursuant to a stock option may only be exercised by a holder personally. Except as otherwise provided in the stock option plan, no assignment, sale, transfer, pledge or charge of a stock option, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such stock option whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such stock option shall terminate and be of no further force or effect.

Amendments

Our stock option plan and any stock options granted pursuant thereto may, subject to any required approval of the Toronto Stock Exchange, be amended, modified or terminated without the approval of our shareholders. Notwithstanding the foregoing, the stock option plan or any stock options may not be amended without shareholder approval to:

(a) make any amendment to the stock option plan to increase the number of common shares issuable on exercise of outstanding stock options above the plan limit;
(b)
extend the expiry date of any outstanding stock options;
(c) make any reduction in the exercise price of a stock option or permit a reduction in the exercise price of a stock option by the cancellation and immediate re-issue of stock options or other entitlements;

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(d) change participants eligible to receive stock options under the plan to permit the introduction or re-introduction of non-management directors on a discretionary basis;
(e) make any amendment to the stock option plan that would permit a holder to transfer or assign stock options to a new beneficial holder other than in the case of death of the holder;
(f) any amendment to increase the number of common shares that may be issued to a single holder above the restriction contained in the stock option plan;
(g) any amendment to the limit on non-management directors;
(h) any amendment to increase the number of common shares that may be issued to an insider above the plan limits; or
(i) an amendment to amend the amending provision of the stock option plan.

In addition, no amendment to the stock option plan or stock options granted pursuant to the stock option plan may be made without the consent of the holder, if it adversely alters or impairs any stock option previously granted to such holder under the stock option plan.

2021 Grants and Total Outstanding

At December 31, 2021, we had 6,972,487 stock options outstanding. In 2021, we granted a total of 925,236 stock options to employees, including officers. All of these stock options vest over a three year period, with a vesting of one-third on each anniversary date.

Share Award Incentive Plan

A copy of our share award incentive plan will be filed on our profile on the SEDAR website at www.sedar.com concurrently with this information circular – proxy statement, under the category "Other Securityholders Documents".

Purpose

Our long-term incentive plans are designed to align the interests of our employees with shareholders by linking a component of compensation to the long-term performance of our common shares. Our share award incentive plan allows grantees the opportunity to retain some or all of the underlying shares.

Administration

Our share award incentive plan is administered by our board, provided that our board has the authority to appoint a committee of the board to administer the plan. In the event that the board appoints a committee of the board to administer the plan, all references in the plan to our board will be deemed to be references to such other committee.

Our board has the full power and sole responsibility to interpret the provisions of the plan, to administer the plan and to exercise all the powers and authorities either specifically granted to it under the plan or necessary or advisable in the administration of the plan.

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Participants

Type of Awards

Under the terms of the share award incentive plan we may grant RSAs (which are time-based awards) or PSAs (which are dependent on performance). In determining the persons to whom share awards may be granted, the number of common shares to be covered by each share award and the allocation of the share award between RSAs and PSAs, our board of directors may take into account such factors as it shall determine in its sole discretion.

Each RSA will entitle the holder to be issued the number of common shares designated in the award. Each PSA will entitle the holder to be issued the number of common shares designated in the award multiplied by a payout multiplier.

The payout multiplier for PSAs is determined by our board based on an assessment of the achievement of predefined corporate performance measures in respect of the applicable period. These corporate performance measures may include: health, safety and environmental performance, production volumes, recycle ratio, our net debt to adjusted funds flow ratio, the execution of our strategic plan; relative total shareholder return and such additional or other measures as our board of directors considers appropriate in the circumstances. The payout multiplier for a particular period will be determined by our board based on the performance scorecard shown earlier in this information circular. In addition, if relative total shareholder return is negative, we intend to cap the payout multiplier at 1.0x.

Where the settlement date of a PSA is not the first anniversary of the grant date, the payout multiplier for those PSAs will be the arithmetic average of the payout multiplier for each of the preceding annual performance assessment periods. In any case where the payout multiplier has not been determined prior to the vesting date of a PSA, our President and Chief Executive Officer in the case of a grantee who is not a director or officer and our board in all other cases, taking into consideration the performance of the applicable grantee and our performance since the date of grant of the PSA(s), may determine in its sole discretion the payout multiplier to be applied to any PSA held by the grantee of such award.

Plan Limits

The number of common shares reserved for issuance from time to time pursuant to outstanding share awards granted and outstanding under the plan is limited to 10,100,000 common shares. We are proposing to increase this to 14,350,000 common shares at the meeting.

If any share awards granted under the share award incentive plan expire, terminate or are cancelled for any reason without the common shares issued thereunder having been issued in full, any unissued common shares to which such share awards relate shall be awardable for the purposes of granting of further share awards under the plan. Non-management directors are not eligible to participate in the plan.

Share awards may be granted under the share award incentive plan to our officers, employees, consultants and other service providers and any of our controlled entities such as a subsidiary, partnership or trust provided that the aggregate number of share awards granted to any single holder shall not exceed 1% of

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our issued and outstanding common shares (including common shares issuable upon exchange or conversion of any of our fully paid securities or those of our controlled entities that are exchangeable or convertible into common shares). In accordance with the rules of the Toronto Stock Exchange, the number of common shares issued to insiders within one year pursuant to the share award incentive plan, and issuable to insiders at any time, under the plan or when combined with all of our other security based compensation arrangements, shall not exceed 10% of our issued and outstanding shares (including common shares issuable upon exchange or conversion of any of our fully paid securities or those of our controlled entities that are exchangeable or convertible into common shares).

Vesting

Vesting arrangements are within the discretion of our board, and our Chief Executive Officer, in certain circumstances, although each RSA will typically vest on the second anniversary of the grant date and each PSA will typically vest on the third anniversary of the grant date. In the event of a change of control (as defined in the share award incentive plan), all outstanding share awards will fully vest on the date that the change of control is completed and the payout multiplier applicable to any PSAs will be determined by the board and in making such determination, the board shall assess performance relative to the pre-established corporate performance measures using an end date for the current performance assessment period as determined by the board.

The expiry date of share awards issued pursuant to the share award incentive plan will typically be the next business day following the applicable vesting date(s) unless otherwise determined by our board or our Chief Executive Officer, in certain circumstances, provided however that in the event of a blackout period imposed upon a grantee, the expiry date will be extended to the date which is ten business days from the date that the blackout period ends and any expiry date that falls on a non-business day will be extended to the next business day.

Settlement

Share awards will be settled through the issuance of common shares from treasury or acquired by us on the Toronto Stock Exchange, or a combination thereof, at our discretion. In addition, in certain circumstances, a holder may request that we settle a share award in cash in an amount equal to the aggregate current market value of the common shares to be issued. We may, but are not obligated to accept such election.

Early Termination

Unless otherwise determined by our board or our Chief Executive Officer, in certain circumstances or unless otherwise provided in a share award agreement pertaining to a particular grant or any written employment agreement, upon the termination of a grantee for cause, all share awards held by the grantee on the cessation date shall immediately terminate.

If a grantee voluntarily ceases employment for any reason whatsoever, other than retirement (as defined in the plan), all outstanding share awards which have not vested shall terminate and all vested share awards will terminate on their expiry date. In the case of retirement or involuntary termination not for cause or death, a certain number of unvested share awards will vest in accordance with the provisions of the share award incentive plan and all vested share awards held by the grantee will expire on the earlier of their expiry date or 30 days following the cessation of employment. In the case of death of the grantee, a certain number

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of share awards will vest in accordance with the provisions of the plan and all vested share awards held by the grantee will expire on the earlier of their expiry date or six months following cessation of employment.

No Assignment

No assignment, sale, transfer, pledge or charge of a share award, whether voluntary, involuntary, by operation of law or otherwise (except by will or the laws of descent and distribution), vests any interest or right in a share award whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such share award will terminate and be of no further force or effect.

Amendments

We have the right to amend the terms and conditions of the share award incentive plan and any share awards granted under the plan, without shareholder approval. However, the plan and any share award granted thereunder may not be amended without shareholder approval to: (a) increase the number of common shares issuable on exercise of share awards; (b) extend the expiry date of any outstanding share awards held by insiders; (c) permit a grantee to transfer or assign share awards to a new beneficial holder other than in the case of death; (d) any amendment to the limits on non-management directors contained in the plan; (e) any amendment to increase the number of common shares that may be issued to insiders above the restrictions contained in the plan or (f) amend the amendment provisions of the plan.

Anti-Dilution

The share award incentive plan contains anti-dilution provisions which allow our board to make such adjustments to the plan and to any share awards as our board of directors may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to employees thereunder.

2021 Grants and Total Outstanding

In 2021, we granted a total of 631,911 RSAs under the share award incentive plan all of which cliff vest two years from the date of grant. At December 31, 2021, there were 2,308,555 RSAs outstanding under the share award incentive plan.

In 2021, we granted a total of 1,043,455 PSAs under the share award incentive plan all of which cliff vest three years from the date of grant. At December 31, 2021, there were 4,644,674 PSAs outstanding under the share award incentive plan.

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Cash Award Incentive Plan

In 2021, our cash award incentive plan was put in place as part of our efforts to minimize equity dilution in our long-term incentive program. This plan is similar to our share award incentive plan except that awards can only be settled in cash. A copy of our cash award incentive plan was filed on our profile on the SEDAR website at www.sedar.com on April 6, 2021 under the category "Other Securityholders Documents".

Purpose

Our long-term incentive plans are designed to align the interests of our employees with shareholders by linking a component of compensation to the long-term performance of our common shares.

Administration

Our cash award incentive plan is administered by our board, provided that our board has the authority to appoint a committee of the board to administer the plan. In the event that the board appoints a committee of the board to administer the plan, all references in the plan to our board will be deemed to be references to such other committee.

Participants

Cash incentive awards may be granted under the cash award incentive plan to our officers, employees, consultants and other service providers and any of our controlled entities such as a subsidiary, partnership or trust.

Type of Awards

Under the terms of the cash award incentive plan we may grant RSUs (which are time-based awards) or PSUs (which are dependent on performance). Although the plan allows us to issue RSUs, it is anticipated that only PSUs will granted and then only as needed to manage dilution as they are not intended to be a permanent component of the LTIP mix.

In determining the persons to whom cash incentive awards may be granted, the number of notional common shares to be covered by each cash incentive award and the allocation of the cash incentive award between RSUs and PSUs, our board of directors may take into account such factors as it shall determine in its sole discretion.

Each RSU will entitle the holder to receive a cash amount equal to the fair market value of the notional number of common shares designated in the award. Each PSU will entitle the holder to receive a cash amount equal to the fair market value of the notional number of common shares designated in the award multiplied by the payout multiplier. The cash award incentive plan also imposes a cap on the award value of all grants of PSUs under the plan to two times the fair market value of our common shares on the grant date.

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The payout multiplier for PSUs is determined by our board based on an assessment of the achievement of predefined corporate performance measures in respect of the applicable period. These corporate performance measures may include: health, safety and environmental performance, production volumes, recycle ratio, our net debt to adjusted funds flow ratio, the execution of our strategic plan; relative total shareholder return and such additional or other measures as our board of directors considers appropriate in the circumstances. The payout multiplier for a particular period will be determined by our board based on the performance scorecard shown earlier in this information circular. In addition, if relative total shareholder return is negative, we intend to cap the payout multiplier at 1.0x.

Where the settlement date of a PSU is not the first anniversary of the grant date, the payout multiplier for those PSUs will be the arithmetic average of the payout multiplier for each of the preceding annual performance assessment periods. In any case where the payout multiplier has not been determined prior to the vesting date of a PSU, our President and Chief Executive Officer in the case of a grantee who is not a director or officer and our board in all other cases, taking into consideration the performance of the applicable grantee and our performance since the date of grant of the PSU(s), may determine in its sole discretion the payout multiplier to be applied to any PSU held by the grantee of such award.

Plan Limits

Vesting

Vesting arrangements are within the discretion of our board, and our Chief Executive Officer, in certain circumstances, although each RSU will typically vest on the second anniversary of the grant date and each PSU will typically vest on the third anniversary of the grant date. In the event of a change of control (as defined in the cash award incentive plan), all outstanding cash incentive awards will fully vest on the date that the change of control is completed and the payout multiplier applicable to any PSUs will be determined by the board and in making such determination, the board shall assess performance relative to the preestablished corporate performance measures using an end date for the current performance assessment period as determined by the board.

The expiry date of cash incentive awards issued pursuant to the cash award incentive plan will typically be the next business day following the applicable vesting date(s) unless otherwise determined by our board or our Chief Executive Officer, in certain circumstances, provided however that in the event of a blackout period imposed upon a grantee, the expiry date will be extended to the date which is ten business days from the date that the blackout period ends and any expiry date that falls on a non-business day will be extended to the next business day.

Settlement

Each RSU will be settled in cash in an amount equal to the fair market value of the notional number of common shares designated in the RSU. Each PSU will be settled in cash in an amount equal to the fair market value of the notional number of common shares designated in the PSU multiplied by the payout multiplier. The cash award incentive plan also imposes a cap on the award value of all grants of PSUs under the plan to two times the fair market value of our common shares on the grant date.

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Early Termination

Unless otherwise determined by our board or our Chief Executive Officer, in certain circumstances or unless otherwise provided in a cash award agreement pertaining to a particular grant or any written employment agreement, upon the termination of a grantee for cause, all cash incentive awards held by the grantee on the cessation date shall immediately terminate. If a grantee voluntarily ceases employment for any reason whatsoever, other than retirement (as defined in the plan), all outstanding cash incentive awards which have not vested shall terminate and all vested cash incentive awards will terminate on their expiry date. In the case of retirement or involuntary termination not for cause or death, a certain number of unvested cash incentive awards will vest in accordance with the provisions of the cash award incentive plan and all cash incentive awards held by the grantee will expire on the earlier of their expiry date or 30 days following the cessation of employment. In the case of death of the grantee, a certain number of cash incentive awards will vest in accordance with the provisions of the plan and all cash incentive awards held by the grantee will expire on the earlier of their expiry date or six months following cessation of employment.

No Assignment

No assignment, sale, transfer, pledge or charge of a cash incentive award, whether voluntary, involuntary, by operation of law or otherwise (except by will or the laws of descent and distribution), vests any interest or right in a cash incentive award whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such cash incentive award will terminate and be of no further force or effect.

Amendments

We have the right to amend the terms and conditions of the cash award incentive plan and any cash incentive awards granted under the plan, without shareholder approval.

Anti-Dilution

The cash award incentive plan contains anti-dilution provisions which allow our board to make such adjustments to the plan and to any cash incentive awards as our board of directors may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to employees thereunder.

2021 Grants and Total Outstanding

No RSUs have ever been granted under this plan. We did not grant any PSUs under this plan in 2021.

At December 31, 2021, there were 944,645 PSUs outstanding under the cash award incentive plan.

Employee Stock Savings Plan

We have an employee stock savings plan whereby all employees, including executive officers, are encouraged to contribute up to a maximum of 6% of their salary to the employee stock savings plan. Employees can choose to direct this money into a registered or non-registered savings plan. For each dollar contributed by the employee to the employee stock savings plan, we contribute 1.5 dollars. The funds are used to purchase our common shares in the open market. Both the employee and the employer contributions are subject to a one-year restriction on removal from the plan. Since the plan is available to

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all employees, it has been successful in encouraging employees to become shareholders of us and promoting the principle of alignment with shareholder interests. The Corporate Governance & Compensation Committee considers this program to be competitive. There is no other form of retirement or savings program. All NEOs participated in the program in 2021. These amounts are included in the "All Other Compensation" item in the Summary Compensation Table above.

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Outstanding Option-Based Awards and Share-Based Awards

The following tables set forth for each NEO, all option-based awards and share-based awards outstanding at the end of the year ended December 31, 2021:

Name	Option-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Total value of all unexercised in-the- money options(1) ($)	Number of share- based awards that have not vested (2) (#) Market or payout value of share- based awards that have not vested(2)(3) ($) Market or payout value of vested share-based awards not paid out or distributed ($)
Jonathan Wright	37,436 37,437 37,437 74,873 74,873 74,874 46,772 46,772 46,772 37,437 37,437 37,437 62,071 62,072 62,072 62,067 62,066 62,067 46,666 13,409 13,409 13,409 37,144 37,144 37,144 33,808 33,807 0.79 0.79 0.79 0.84 0.84 0.84 2.36 2.36 2.36 2.62 2.62 2.62 3.59 3.59 3.59 4.46 4.46 4.46 6.87 7.28 7.28 7.28 7.43 8.53 8.53 9.43 9.43 Nov 14, 2023 Nov 14, 2024 Nov 14, 2025 May 19, 2024 May 19, 2025 May 18, 2026 May 20, 2023 May 20, 2024 May 19, 2025 Nov 20, 2024 Nov 20, 2025 Nov 19, 2026 Nov 16, 2022 Nov 16, 2023 Nov 16, 2024 May 20, 2022 May 20, 2023 May 19, 2024 June 4, 2022 May 18, 2025 May 18, 2026 May 17, 2027 Nov 18, 2022 May 9, 2022 May 8, 2023 Nov 22, 2022 Nov 21, 2023 230,980 230,986 230,986 458,223 458,223 458,229 214,921 214,921 214,921 162,477 162,477 162,477 209,180 209,183 209,183 155,168 155,165 155,165 4,200 - - - - - - - -	1,079,672 6,771,622 -
Total	1,227,762 4,297,065

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Name	Option-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Total value of all unexercised in-the- money options(1) ($)	Number of share- based awards that have not vested (2) (#) Market or payout value of share- based awards that have not vested(2)(3) ($) Market or payout value of vested share-based awards not paid out or distributed ($)
Ross Andreachuk	17,949 17,950 35,899 35,899 35,898 21,335 21,335 21,335 17,949 17,949 17,949 31,260 31,260 31,260 33,600 33,600 33,600 26,334 6,443 6,443 6,443 21,130 21,130 21,130 16,014 16,015 0.79 0.79 0.84 0.84 0.84 2.36 2.36 2.36 2.62 2.62 2.62 3.59 3.59 3.59 4.46 4.46 4.46 6.87 7.28 7.28 7.28 7.43 8.53 8.53 9.43 9.43 Nov 14, 2024 Nov 14, 2025 May 19, 2024 May 19, 2025 May 18, 2026 May 20, 2023 May 20, 2024 May 19, 2025 Nov 20, 2024 Nov 20, 2025 Nov 19, 2026 Nov 16, 2022 Nov 16, 2023 Nov 16, 2024 May 20, 2022 May 20, 2023 May 19, 2024 June 4, 2022 May 18, 2025 May 18, 2026 May 17, 2027 Nov 18, 2022 May 9, 2022 May 8, 2023 Nov 22, 2022 Nov 21, 2023 110,745 110,752 219,702 219,702 219,696 98,141 98,141 98,141 77,899 77,899 77,899 105,346 105,346 105,350 84,000 84,000 84,000 2,370 - - - - - - - -	517,519 3,245,738 -
Total	597,110 1,979,129

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Name	Option-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Total value of all unexercised in-the- money options(1) ($)	Number of share- based awards that have not vested (2) (#) Market or payout value of share- based awards that have not vested(2)(3) ($) Market or payout value of vested share-based awards not paid out or distributed ($)
Michael Lawford	21,025 21,026 42,051 42,051 42,050 26,240 26,240 21,025 21,025 21,025 37,051 37,051 37,052 20,167 40,333 40,333 27,666 7,557 7,557 7,557 22,242 22,242 22,242 18,683 18,684 0.79 0.79 0.84 0.84 0.84 2.36 2.36 2.62 2.62 2.62 3.59 3.59 3.59 4.46 4.46 4.46 6.87 7.28 7.28 7.28 7.43 8.53 8.53 9.43 9.43 Nov 14, 2024 Nov 14, 2025 May 19, 2024 May 19, 2025 May 18, 2026 May 20, 2024 May 19, 2025 Nov 20, 2024 Nov 20, 2025 Nov 19, 2026 Nov 16, 2022 Nov 16, 2023 Nov 16, 2024 May 20, 2022 May 20, 2023 May 19, 2024 June 4, 2022 May 18, 2025 May 18, 2026 May 17, 2027 Nov 18, 2022 May 9, 2022 May 8, 2023 Nov 22, 2022 Nov 21, 2023 129,724 129,730 257,352 257,352 257,346 120,704 120,704 91,249 91,249 91,249 124,862 124,862 124,865 50,418 100,833 100,833 2,490 - - - - - - - -	609,134 3,822,321 -
Total	650,175 2,175,822

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Name	Option-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Total value of all unexercised in-the- money options(1) ($)	Number of share- based awards that have not vested (2) (#) Market or payout value of share- based awards that have not vested(2)(3) ($) Market or payout value of vested share-based awards not paid out or distributed ($)
Kevin Asman	16,266 16,266 32,532 32,531 32,531 20,300 20,300 20,300 16,114 16,114 16,114 28,543 28,543 28,543 25,467 30,934 30,933 21,000 5,795 5,797 5,795 16,904 16,904 16,904 15,243 15,244 0.79 0.79 0.84 0.84 0.84 2.36 2.36 2.36 2.62 2.62 2.62 3.59 3.59 3.59 4.46 4.46 4.46 6.87 7.28 7.28 7.28 7.43 8.53 8.53 9.43 9.43 Nov 14, 2024 Nov 14, 2025 May 19, 2024 May 19, 2025 May 18, 2026 May 20, 2023 May 20, 2024 May 19, 2025 Nov 20, 2024 Nov 20, 2025 Nov 19, 2026 Nov 16, 2022 Nov 16, 2023 Nov 16, 2024 May 20, 2022 May 20, 2023 May 19, 2024 June 4, 2022 May 18, 2025 May 18, 2026 May 17, 2027 Nov 18, 2022 May 9, 2022 May 8, 2023 Nov 22, 2022 Nov 21, 2023 100,361 100,361 199,096 199,090 199,090 93,380 93,380 93,380 69,935 69,935 69,935 96,190 96,190 96,190 63,668 77,335 77,333 1,890 - - - - - - - -	470,030 2,950,495 -
Total	531,915 1,796,739

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Name	Option-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Total value of all unexercised in-the- money options(1) ($)	Number of share- based awards that have not vested (2) (#) Market or payout value of share- based awards that have not vested(2)(3) ($) Market or payout value of vested share-based awards not paid out or distributed ($)
Ryan Paulgaard	15,099 15,099 30,197 30,197 30,198 18,844 18,844 18,843 15,853 15,853 15,853 26,967 26,967 26,968 14,133 28,267 28,267 9,666 5,682 5,682 5,682 7,741 7,740 7,741 13,345 13,346 0.79 0.79 0.84 0.84 0.84 2.36 2.36 2.36 2.62 2.62 2.62 3.59 3.59 3.59 4.46 4.46 4.46 6.87 7.28 7.28 7.28 7.43 8.53 8.53 9.43 9.43 Nov 14, 2024 Nov 14, 2025 May 19, 2024 May 19, 2025 May 18, 2026 May 20, 2023 May 20, 2024 May 19, 2025 Nov 20, 2024 Nov 20, 2025 Nov 19, 2026 Nov 16, 2022 Nov 16, 2023 Nov 16, 2024 May 20, 2022 May 20, 2023 May 19, 2024 June 4, 2022 May 18, 2025 May 18, 2026 May 17, 2027 Nov 18, 2022 May 9, 2022 May 8, 2023 Nov 22, 2022 Nov 21, 2023 93,161 93,161 184,806 184,806 184,812 86,682 86,682 86,678 68,802 68,802 68,802 90,879 90,879 90,882 35,333 70,668 70,668 870 - - - - - - - -	441,692 2,774,558 -
Total	453,074 1,657,373

Notes:

(1) Calculated based on the difference between the market price of our common shares at December 31, 2021 ($6.96) and the exercise price of the options.
(2) Includes RSAs, PSAs and PSUs granted under our share award incentive plan and our cash award incentive plan. This calculation assumes a payout multiplier of 1x for the PSAs and PSUs and does give effect to the cap on the award value of all grants of PSUs under the cash award incentive plan to two times the fair market value of our common shares on the grant date. A portion of these include PSAs that will be settled in 2022. Based on the average of the 2019 payout multiplier of 1.0x, the 2020 payout multiplier of 0.73x and the 2021 payout multiplier of 1.97x, the payout multiplier for these awards will be 1.23x and not the assumed 1.0x.
(3) Calculated based on the value of our common shares at December 31, 2021 ($6.96).

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Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth for each NEO, the value of option-based awards and share-based awards which vested during the year ended December 31, 2021, and the value of non-equity incentive plan compensation earned during the year ended December 31, 2021:

		Share-based awards –	Non-equity incentive plan
	Option-based awards – Value	Value vested during the	compensation – Value
	vested during the year (1)	year(2)	earned during the year
Name	($)	($)	($)
Jonathan Wright	855,665	549,781	545,000
Ross Andreachuk	414,347	266,105	260,000
Michael Lawford	493,047	323,366	320,000
Kevin Asman	380,820	250,660	235,000
Ryan Paulgaard	352,475	230,627	230,000

Notes:

(1) Calculated based on the difference between the market price of our common shares on the vesting date and the exercise price of the options on the vesting date.

(2) Calculated based on the five day volume weighted average share price for the five trading days prior to the vesting date.

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Performance Graph

	2016/12	2017/12	2018/12	2019/12	2020/12	2021/12
NuVista Share Price	100	116	59	46	14	100
S&P/TSX Composite Index	100	106	94	112	114	139
S&P/TSX Capped Energy Index	100	87	62	66	41	74

Notes:

(1) The S&P/TSX Composite Index was previously called the TSE 300 Index. (2) The S&P/TSX Capped Energy Index.

Our cumulative shareholder return performance reflects both operational and financial performance within our control as well as volatile commodity prices and economic and market conditions beyond our control with the impact of the decline in the global economy and more recently with the weakness of North American natural gas prices and world oil prices.

Salaries and variable pay for our executive officers are based on peer company salary levels and the board’s assessment of annual corporate and individual performance based on financial and operating performance metrics and other pertinent considerations. The variable pay amounts awarded do not necessarily track the annual change in the market value of our common shares.

Our long-term incentive plans are designed to align the interests of employees, including NEOs, with shareholders by linking a component of compensation to our common share performance. The percentage of stock options received relative to restricted share awards and performance share awards increases with greater levels of responsibility. Effective January 1, 2020 we amended our grant policy so that long-term incentive grants for our executives are be split as follows: 30% stock options, 20% RSAs and 50% PSAs.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following sets forth information in respect of securities authorized for issuance under our equity compensation plans as at December 31, 2021:

			Number of securities
		Weighted	remaining available for
	Number of securities	average exercise	future issuance under
	to be issued upon	price of	equity compensation
	exercise of	outstanding	plans (excluding
	outstanding options	options and	securities reflected in
	and awards	awards	column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved
by securityholders:
Stock Option Plan(1)	6,792,487	$3.78	1,569,120
Share Award Incentive Plan(2)(3)	6,953,229	n/a	585,255
Deferred Share Unit Plan(4)	208,294	n/a	291,706
Equity compensation plans not
approved by securityholders	-	-	-
Total	13,954,010		2,446,081

Notes:

(1) As at December 31, 2021, and March 25, 2022, respectively, an aggregate of 6,792,487 and 6,150,973 stock options were outstanding under our stock option plan. The maximum number of common shares available under our stock option plan is currently limited to 10,445,000 common shares. In addition, if any option granted under the option plan expires, terminates or is cancelled without the underlying common shares having been issued, such common shares will be available for further option grants under the plan.
(2) As at December 31, 2021, and March 25, 2022, respectively, an aggregate of 2,308,555 and 2,300,680 RSAs and 4,644,674 and 4,796,360 PSAs were outstanding under our share award incentive plan. The number of common shares issuable pursuant to the share award incentive plan assumes a payout multiplier of 1x for the PSAs. Under our share award incentive plan, the number of common shares reserved for issuance from time to time pursuant to outstanding share awards granted and outstanding under the plan shall not exceed 10,100,000 common shares. We are proposing to increase this at the meeting to 14,350,000 common shares. In addition, if any share award granted under the share award incentive plan expires, terminates or is cancelled without the underlying common shares having been issued, such common shares will be available for further grants under the plan. Share awards will be settled through the issuance of common shares from treasury or acquired by us on the Toronto Stock Exchange, or a combination thereof, at our discretion.
(3) Does not include PSUs granted under our cash award incentive plan as such awards can only be settled in cash. (4) At December 31, 2021, and March 25, 2022, there were 1,147,930 deferred share units outstanding, 208,294 of which can, at our election, be settled in common shares. The number of common shares reserved for issuance from time to time pursuant to outstanding deferred share units granted and outstanding under our directors' deferred share unit plan is limited to 500,000 common shares. If any deferred share units granted under the plan expire, terminate or are cancelled for any reason without the common shares issued thereunder having been issued in full, any unissued common shares to which such deferred share units relate shall be awardable for the purposes of granting of further deferred share units. All deferred share units and dividend entitlements thereon (if any) will be redeemed for a cash payment except that, at our election, we may redeem deferred share units and dividend entitlements thereon (if any) issued as compensation for annual board and committee retainers and meeting attendance fees, in cash or through the issuance of common shares from treasury or purchased on the market and any combination of these.

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The following table summarizes the number of incentive awards granted to all of our directors, officers and employees during the periods noted below and the potential dilutive effect of such incentive awards:

Period	Weighted Average Common Shares Outstanding (1)	Stock Options Granted and Burn Rate	Stock Options Granted and Burn Rate	Share Awards Granted and Burn Rate(2)(3)(4)(5)	Share Awards Granted and Burn Rate(2)(3)(4)(5)	Share Awards Granted and Burn Rate(2)(3)(4)(5)	Share Awards Granted and Burn Rate(2)(3)(4)(5)
		Stock Options	Stock Option Burn Rate	RSAs	RSA Burn Rate	PSAs	PSA Burn Rate
2019	225,429,356	1,796,148	0.8%	722,709	0.3%	773,842	0.3%
2020	225,683,404	2,033,034	0.9%	1,746,216	0.8%	2,966,375	1.3%
2021	226,287,735	925,236	0.4%	631,911	0.3%	1,043,455	0.5%

Notes:

(1) Pursuant to the requirements of the Toronto Stock Exchange, the weighted average number of common shares outstanding during the period is the number of common shares outstanding at the beginning of the period, adjusted by the number of common shares bought back or issued during the period multiplied by a time-weighting factor. The time-weighting factor is the number of days that the common shares are outstanding as a proportion of the total number of days in the period.
(2) The burn rate for a given period is calculated by dividing the number of options and share awards granted during such period by the weighted average number of common shares outstanding during such period and is presented based on a 1x multiplier for PSAs.
(3) Using the established multiplier of 1.23x for the 2019 PSA grants and an assumed maximum multiplier of 2x for the remaining PSAs, the PSA burn rate for 2019, 2020 and 2021 PSAs would be 0.4%, 2.6% and 0.9%.
(4) Does not include 975,436 PSUs granted in 2020 under our cash award incentive plan, as such awards may only be settled in cash.
(5) Does not include 73,983 deferred share units granted in 2019, in lieu of cash director fees, which can, at our election, be settled in common shares. No deferred share units were granted in lieu of cash director fees in 2020 and 2021.

Pension Plan Benefits

We do not have any pension plans for our employees. We have established a savings plan to assist employees in meeting their savings goals. See " Executive Compensation – Long-Term Incentive Plans – Employee Stock Savings Plan ".

Employment Agreements

We have entered into employment agreements with each of our NEOs pursuant to which we have agreed to make certain payments to the executive in the event of termination without cause, a "change of control" without termination and a "change of control" with termination.

The following is a description of payments or the nature of the vesting of long-term incentives due to the NEO's departure upon resignation, termination without cause, normal retirement, change of control without termination and a change of control with termination pursuant to the employment agreements and the terms of our long-term incentive plans. For the purpose of the employment agreements, termination includes constructive dismissal.

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Resignation

Retiring allowance – none.
Stock options – prior to the applicable expiry date or within 30 days of ceasing to be an employee, whichever is earlier, the NEO can exercise all vested stock options.
Share-based awards – all outstanding awards which have not vested shall terminate and all vested awards will terminate on their expiry date.

Termination Without Cause

�� Retiring allowance to be paid within five business days of termination consisting of:
One and one-half times the NEO's current base salary;
20% of such amounts in-lieu of employment benefits; and
One times the greater of any cash variable pay amount paid to the NEO in the year prior to termination or an average of the variable pay amount paid to the NEO in the two years prior to termination. Mr. Wright's and Mr. Lawford’s employment agreements provide for payment one and one-half times the greater of any cash variable pay amount paid to the NEO in the year prior to termination or an average of the cash variable pay amount paid to the NEO in the two years prior to termination.
Stock options – all stock options that would have vested within one and one-half years of the termination will vest and all stock options held by the NEO will expire on the earlier of their expiry date or 30 days following the termination.
Share-based awards - a certain number of unvested awards will vest in accordance with the provisions of the applicable plan and all vested awards held by the NEO will expire on the earlier of their expiry date or 30 days following the termination.

Retirement

Retiring allowance – none.
Stock options – Upon the retirement of a holder (as defined in the stock option plan), all stock options held by a holder which have vested as of the cessation date shall be forfeited on the earlier of: (A) the expiry date; and (B) the date that is six (6) months from the cessation date. In addition, the holder may, within two (2) years from the cessation date and prior to the expiry date, exercise any remaining stock options which vest within such period, after which time any remaining stock options held by the holder (whether vested or not) shall terminate and become null and void.
Share-based awards – prior to the applicable expiry date or within 30 days of ceasing to be an employee, whichever is earlier, the NEO can exercise all awards that have vested on the date of ceasing to be an employee plus a proportionate number of awards based on length of active service that had not yet vested.

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Change of Control Without Termination

Retiring allowance – none.
Stock options – all stock options outstanding vest prior to the change of control.
Share-based awards – all outstanding awards vest on the change of control. The payout multiplier applicable to any performance-based awards will be determined by our board and in making such determination, the board will assess performance relative to the pre-established corporate performance measures using an end date for the current performance assessment period as determined by the board.

Change of Control With Termination

Retiring allowance to be paid within five business days of termination consisting of:
One and one-half times the NEO's current base salary;
20% of such amounts of employment benefits; and
One times the greater of any cash variable pay amount paid to the NEO in the year prior to termination or an average of the cash variable pay amounts paid to the NEO in the two years prior to termination. Mr. Wright's and Mr. Lawford's employment agreements provide for payment of one and one-half times the greater of any cash variable pay amount paid to the NEO in the year prior to termination or an average of the cash variable pay amounts paid to the NEO in the two years prior to termination.
Stock options – all stock options outstanding vest prior to the change of control.
Share-based awards – all outstanding awards vest on the change of control. The payout multiplier applicable to any performance-based awards will be determined by our board and in making such determination, the board will assess performance relative to the pre-established corporate performance measures using an end date for the current performance assessment period as determined by the board.

Other key terms of the employment agreements:

We are entitled to terminate a NEO's employment for just cause at any time without notice and without any payment to the NEO whatsoever, save and except only for payment of the pro-rata salary earned for services rendered up to and including the termination date, plus any outstanding vacation pay and expenses.
The NEO may resign by providing us with two months advance written notice of the resignation date.
Should there be a change of control and an event that constitutes constructive dismissal within six months of the change of control, the NEO has the right, for a period of ninety days following the event or events that constituted the change of control, to elect to terminate his employment upon providing us with one week advance written notice.

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In the event of a change of control and the NEO elects to terminate his employment, the NEO will be required, at our option, to continue his employment with us for a period of up to two months at the NEO's then existing compensation package, to assist us in an orderly transition of management.

The following table summarizes the estimated payments and benefits to each of our NEOs as if the employment events listed above had occurred on December 31, 2021:

				Change of
		Termination		Control	Change of
		(without	Normal	without	Control with
	Resignation	cause)	Retirement(1)	Termination	Termination
Name	($)	($)	($)	($)	($)
Jonathan Wright	-	11,116,887	7,075,724	11,068,686	12,453,074
Ross Andreachuk	-	5,272,044	3,311,951	5,224,866	5,912,855
Michael Lawford	-	6,124,773	-	5,998,140	6,875,519
Kevin Asman	-	4,792,065	3,015,707	4,747,232	5,370,557
Ryan Paulgaard	-	4,490,581	-	4,431,928	5,040,806

Notes:

(1) Retirement amounts have not been included for Messrs. Lawford, or Paulgaard as they are not eligible for retirement benefits unless the board determines otherwise.
(2) These calculations assume a payout multiplier of 1x for all PSAs and PSUs and does give effect to the cap on the award value of all grants of PSUs under the cash award incentive plan to two times the fair market value of our common shares on the grant date.

EQUITY OWNERSHIP

The following table summarizes the common shares and other securities beneficially owned, controlled or directed (directly or indirectly) by each of our named executive officers and all of our directors as of March 25, 2022, based on information provided by such individuals.

	Common Shares(1)	Common Shares(1)	Stock Options(2)	Stock Options(2)	Share-based awards(3)	Share-based awards(3)	Total Value ($)
	Amount (#)	Value ($)	Amount (#)	Value ($)	Amount (#)	Value ($)
Jonathan Wright	827,768	9,014,394	1,207,762	8,679,598	962,692	10,483,716	28,177,707
Ross Andreachuk	184,132	2,005,197	537,176	3,842,283	461,385	5,024,483	10,871,963
Michael Lawford	212,403	2,313,069	600,307	4,237,457	544,040	5,924,596	12,475,121
Kevin Asman	192,401	2,095,247	506,437	3,581,520	422,769	4,603,954	10,280,721
Ryan Paulgaard	152,254	1,658,046	438,941	3,247,751	394,951	4,301,016	9,206,813

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	Common Shares(1)	Common Shares(1)	Stock Options(2)	Stock Options(2)	Share-based awards(3)	Share-based awards(3)	Total Value ($)
	Amount (#)	Value ($)	Amount (#)	Value ($)	Amount (#)	Value ($)
Total Named Executive Officers	1,568,958	17,085,953	3,290,623	23,588,609	2,785,837	30,337,765	71,012,327
Pentti O. Karkkainen	150,000	1,633,500	-	-	153,073	1,666,965	3,300,465
Ronald J. Eckhardt	158,311	1,724,007	-	-	162,201	1,766,369	3,490,376
K.L. (Kate) Holzhauser(5)	-	-	-	-	-	-	-
Keith A. MacPhail	3,332,042	36,285,937	-	-	198,320	2,159,705	38,445,642
Ronald J. Poelzer	5,901,277	64,264,907	-	-	119,247	1,298,600	65,563,506
Brian G. Shaw	99,301	1,081,388	-	-	141,925	1,545,563	2,626,951
Sheldon B. Steeves	25,361	276,181	-	-	116,379	1,267,367	1,543,549
Deborah S. Stein	32,710	356,212	-	-	116,379	1,267,367	1,623,579
Grant A. Zawalsky	211,915	2,307,754	-	-	140,406	1,529,021	3,836,776
Total Non- Management Directors	9,910,917	107,929,886	-	-	1,147,930	12,500,958	120,430,844
Total Directors and NEOs	11,479,875	125,015,839	3,290,623	23,588,609	3,933,767	42,838,723	191,443,170

Notes:

(1) The value of the common shares was based on the closing price of our common shares on the Toronto Stock Exchange on March 25, 2022 ($10.89).

(2) The value of the stock options was calculated based on the difference between the closing price of our common shares on the Toronto Stock Exchange on March 25, 2022 and the exercise price of the stock options.

(3) Does not include PSUs granted in 2020 under our cash award incentive plan which can only be cash settled.
(4) Includes RSAs and PSAs granted under our share award incentive plan and deferred share awards, as applicable, which have been valued based on the closing price of our common shares on the Toronto Stock Exchange on March 25, 2022. This calculation assumes a payout multiplier of 1x for the PSAs granted in 2020 and 2021.
(5) Ms. Holzhauser became a director on December 8, 2021.

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OWNERSHIP GUIDELINES

Our board believes it is important that our directors and our senior officers demonstrate their commitment to our stewardship through common share ownership.

We have established an equity ownership policy that non-management directors must have an equity ownership interest in our common shares within six months of joining our board of at least three times their annual board retainer. Following the phase-in period, directors are expected to be in continuous compliance with these guidelines. In the event that an individual who has achieved the target ownership level subsequently falls below such target ownership level due solely to a decline in the market price of our common shares, such individual will be considered to be in compliance with the ownership guidelines as long as the adjusted cost base of his or her common shares exceeds the target ownership level.

In 2016, following a review of our executive compensation governance practices, we amended our equity ownership policy to include our Chief Executive Officer, Chief Financial Officer and all of our Vice Presidents, although our Chief Executive Officer has always had ownership requirements under his employment contract.

The policy requires our CEO to maintain an equity ownership interest in our common shares equal to at least three times his annual base salary within five years from the later of the commencement of employment or December 31, 2015. Our other officers are required to maintain an equity ownership interest in our common shares equal to at least two times their annual base salary within five years from the later of the commencement of employment or December 31, 2015. Officers are expected to work towards this goal and will be required to meet one-fifth of this requirement cumulatively for each year of the phase-in period. Following the phase-in period, these officers are expected to be in continuous compliance with these guidelines. In the event that an individual who has achieved the target ownership level subsequently falls below such target ownership level due solely to a decline in the market price of our common shares, such individual will be considered to be in compliance with the ownership guidelines as long as the adjusted cost base of his or her common shares exceeds the target ownership level.

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The following table sets out the total ownership level of our named executive officers and each of our nonmanagement directors as at March 25, 2022, relative to our equity ownership policy.

	Current Annual			Guideline Met
	Salary/Board	Ownership		(Y)
	Retainers	Value Guideline	Ownership Value	or
Name	($)	($)	($) (1)	Not Met (N)(2)(3)
Named Executive Officers:
Jonathan Wright	464,100	1,392,300	9,014,394	Y
Ross Andreachuk	289,270	578,540	2,005,197	Y
Michael Lawford	317,110	634,220	2,313,069	Y
Kevin Asman	267,350	534,700	2,095,247	Y
Ryan Paulgaard	263,010	526,020	1,658,046	Y
Directors:
Pentti O. Karkkainen	55,000	165,000	1,633,500	Y
Ronald J. Eckhardt	55,000	165,000	1,724,007	Y
K.L. (Kate) Holzhauser	55,000	165,000	-	N(3)
Keith A. MacPhail	55,000	165,000	36,285,937	Y
Ronald J. Poelzer	55,000	165,000	64,264,907	Y
Brian G. Shaw	55,000	165,000	1,081,388	Y
Sheldon B. Steeves	55,000	165,000	276,181	Y
Deborah S. Stein	55,000	165,000	356,212	Y
Grant A. Zawalsky	55,000	165,000	2,307,754	Y

Notes:

(1) Based on the closing price of the common shares on the Toronto Stock Exchange on March 25, 2022 (being $10.89).
(2) For the purposes of compliance with the policy, the value of holdings is based on the higher of average cost base or the current market price. As a result, the value presented may be less than the required multiple although the guideline has been met.
(3) Ms. Holzhauser became a director on December 8, 2021 and has six months from joining our board to satisfy our ownership guideline.

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DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

We have directors' and officers' liability insurance and have entered into indemnity agreements with each of our directors and officers pursuant to which we have agreed to indemnify such directors and officers from liability arising in connection with the performance of their duties. Such indemnity agreements conform to the provisions of the Business Corporations Act (Alberta).

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during the most recently completed fiscal period was there any indebtedness of any executive officer, director, employee or any former executive officer, director or employee, or any associate of any of the foregoing to us or to any other entity which is, or at any time since the beginning of the most recently completed financial period, has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by us.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein or as set forth below, there were no material interests, direct or indirect, of our insiders, proposed nominees for election as directors, or any associate or affiliate of such insiders or nominees since January 1, 2021, or in any proposed transaction, which has affected or would materially affect us or any of our subsidiaries.

INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

Our management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer or anyone who has held office as such since the beginning of our last financial year, any proposed nominee for election as a director, or of any associate or affiliate of any of the foregoing in any matter to be acted on at the meeting, save as is disclosed herein.

OTHER MATTERS

Our management knows of no amendment, variation or other matter to come before the meeting other than the matters referred to in the notice of annual and special meeting. However, if any other matter properly comes before the meeting, the accompanying proxy will be voted on such matter in accordance with the best judgement of the person voting the proxy.

The contents and the sending of this information circular – proxy statement have been approved by our directors.

Date: March 25, 2022.

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ADDITIONAL INFORMATION

Upon request, we will provide securityholders with a copy of our 2021 annual financial statements and associated management's discussion and analysis of financial condition and results of operations, as well as a copy of our annual information form, subsequent interim financial statements and management's discussion and analysis and this information circular - proxy statement.

Copies of these documents may be obtained on request without charge from our Vice President, Finance and Chief Financial Officer at 2500, 525 – 8[th] Avenue S.W., Calgary, Alberta, T2P 1G1; telephone (403) 5388500 or by accessing the disclosure documents available under our profile on the SEDAR website at www.sedar.com .

ADVISORIES

Forward-Looking Information and Statements

This information circular – proxy statement contains forward-looking information and statements (collectively, "forward-looking statements"). These forward-looking statements relate to future events or our future performance. All information and statements other than statements of historical fact contained in this information circular - proxy statement are forward-looking statements. Such forward-looking statements may be identified by looking for words such as "approximately", "may", "believe", "measure", "stability", "depends", "expects", "will", "intends", "should", "could", "plan", "budget", "predict", "potential", "projects", "anticipates", "forecasts", "estimates", "objective", "ongoing", "continues", "sustainability" or similar words or the negative thereof or other comparable terminology suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future, including statements about our strategy, plans, focus, objectives, priorities and position. In particular, and without limiting the generality of the foregoing, this information circular - proxy statement contains forward-looking statements with respect to: our future focus, goals, targets, plans and policies; including with respect to ESG, maximizing shareholder value, compensation plans, anticipated amendments to the share award incentive plan, board diversity, executive officer diversity and anticipated board committee changes. Statements relating to "reserves" are also deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and that the reserves can be profitably produced in the future.

By their nature, forward-looking statements are based upon certain assumptions and are subject to numerous risks and uncertainties, some of which are beyond our control, including the impact of general economic conditions, industry conditions, current and future commodity prices and inflation rates, the projectory of the Covid-19 pandemic and its effects, including with respect to commodity prices, currency and interest rates, anticipated production rates, borrowing, operating and other costs and adjusted funds flow, the timing, allocation and amount of capital expenditures and the results therefrom, anticipated reserves and the imprecision of reserve estimates, the performance of existing wells, the success obtained in drilling new wells, the sufficiency of budgeted capital expenditures in carrying out planned activities, access to infrastructure and markets, competition from other industry participants, availability of qualified personnel or services and drilling and related equipment, stock market volatility, effects of regulation by governmental agencies including changes in environmental regulations, tax laws and royalties, the ability to access sufficient capital from internal sources and bank and equity markets, that we will complete the announced dispositions on the terms and timing contemplated, that we will be able to execute our 2022

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drilling plans as expected and including, the availability of qualified candidates to meet our board and executive officer diversity goals and, without limitation, those risks considered under “ Risk Factors ” in our Annual Information Form. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Our actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, or if any of them do so, what benefits we will derive therefrom.

We have included the forward-looking statements in this information circular - proxy statement in order to provide readers with a more complete perspective on our future plans and operations and such information may not be appropriate for other purposes. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP and Other Financial Measures

This information circular – proxy statement uses various specified financial measures (as such term are defined in National Instrument 52-112 – Non-GAAP Disclosure and Other Financial Measures Disclosure (" NI 51-112 ")) including "non-GAAP financial measures", "non-GAAP ratios", "capital management measures" and "supplementary financial measures" (as such terms are defined in NI 51-112), which are described in further detail below. Management believes that the presentation of these specified financial measures provide useful information to investors and shareholders as the measures provide increased transparency and the ability to better analyze performance.

Non-GAAP financial measures

NI 52-112 defines a non-GAAP financial measure as a financial measure that: (i) depicts the historical or expected future financial performance, financial position or cash flow of an entity; (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity; (iii) is not disclosed in the financial statements of the entity; and (iv) is not a ratio, fraction, percentage or similar representation. These non-GAAP financial measures are not standardized financial measures under Financial Reporting Standards (“ IFRS ” or, alternatively, “ GAAP ”) and might not be comparable to similar measures presented by other companies where similar terminology is used. Investors are cautioned that these measures should not be construed as alternatives to or more meaningful than the most directly comparable IFRS measures as indicators of our performance.

Set forth below is a description of the non-GAAP financial measure used in this information circular – proxy statement:

" Capital Expenditures " are equal to cash used in investing activities, excluding changes in non-cash working capital, other receivable and property dispositions. Any expenditures on the other receivable are being refunded to us and are therefore included under current assets. Please see " Non-GAAP and Other Financial Measures – Non GAAP Financial Measures – Capital Expenditures " in our management’s discussion and analysis for the year ended December 31, 2021 (the “ Annual MD&A ”) for: (i) an explanation of how capital expenditures provides useful information to an investor and what additional purposes, if any, management uses this non-GAAP financial measure; (ii) a quantitative reconciliation of capital expenditures against cash used in investing activities, its most directly comparable financial measure; and (iii) disclosure

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on a label previously used by NuVista for this non-GAAP financial measure, which information is incorporated herein by reference. The Annual MD&A is available under our profile on the SEDAR website at www.sedar.com and was filed on March 9, 2022 under the heading " MD&A – English ".

Non-GAAP ratios

NI 52-112 defines a non-GAAP ratio as a financial measure that: (i) is in the form of a ratio, fraction, percentage or similar representation; (ii) has a non-GAAP financial measure as one or more of its components; and (iii) is not disclosed in the financial statements of the entity. These non-GAAP ratios are not standardized financial measures under IFRS and might not be comparable to similar measures presented by other companies where similar terminology is used. Investors are cautioned that these ratios should not be construed as alternatives to or more meaningful than the most directly comparable IFRS measures as indicators of our performance. Non-GAAP ratios presented on a "per Boe" basis may also be considered to be supplementary financial measures (as such term is defined in NI 51-112).

Set forth below is a description of the non-GAAP ratios used in this information circular – proxy statement:

" Corporate netback per boe " is calculated as operating netback less general and administrative, deferred share units, interest and lease finance expense, on a per boe basis. See " Non-GAAP and Other Financial Measures – Non GAAP Ratios – Operating Netbacks and Corporate Netbacks, per Boe " in the Annual MD&A for: (i) an explanation of the composition of corporate netbacks per Boe; and (ii) an explanation of how corporate netbacks per Boe provides useful information to an investor and what additional purposes, if any, management uses this non-GAAP ratio, which information is incorporated herein by reference.

" Corporate recycle ratio (PDP) " is calculated by dividing 2021 corporate netback per Boe by 2021 PDP F&D costs.

" PDP F&D costs " are calculated as the sum of Capital Expenditures plus the change in future development costs for the period when appropriate, divided by the change in PDP reserves, excluding those PDP reserves acquired or disposed.

" Adjusted funds flow per weighted average share growth " is calculated as the percentage difference between the adjusted funds flow per weighted average share in two specified time periods, where adjusted funds flow per weighted share is calculated as the quotient resulting from dividing the adjusted funds flow by the number of shares outstanding in that period after adjusting for changes in the share capital over that period. Adjusted funds flow is a non-GAAP financial measure, see "Capital Management Measures" below for further information. We use this non-GAAP ratio as a measure of adjusted funds flow generation from one period to the next and is an indicator of our financial performance. See also "Advisories – Non-GAAP and Other Financial Measures".

Capital management measures

NI 52-112 defines a capital management measure as a financial measure that: (i) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital; (ii) is not a component of a line item disclosed in the primary financial statements of the entity; (iii) is disclosed in the notes to the financial statements of the entity; and (iv) is not disclosed in the primary financial statements of the entity.

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Please refer to Note 16 " Capital Management " in our consolidated financial statements as at and for the years ended December 31, 2021 and 2020 for additional disclosure on net debt, adjusted funds flow, net debt to adjusted funds flow and net debt to annualized current quarter adjusted funds flow each of which are capital management measures used by us in this information circular - proxy statement.

Supplementary financial measures

This information circular - proxy statement may contain certain supplementary financial measures. NI 52112 defines a supplementary financial measure as a financial measure that: (i) is intended to be disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of an entity; (ii) is not disclosed in the financial statements of the entity; (iii) is not a non-GAAP financial measure; and (iv) is not a non-GAAP ratio.

Oil and Gas Advisories

To provide a single unit of production for analytical purposes, natural gas production and reserves volumes are converted mathematically to equivalent barrels of oil (“boe”). We use the industry-accepted standard conversion of six thousand cubic feet of natural gas to one barrel of oil (6 Mcf = 1 bbl). The 6:1 boe ratio is based on an energy equivalency conversion method primarily applicable at the burner tip. It does not represent a value equivalency at the wellhead and is not based on either energy content or current prices. While the boe ratio is useful for comparative measures and observing trends, it does not accurately reflect individual product values and might be misleading, particularly if used in isolation.

This information circular – proxy statement contains a number of oil and gas metrics prepared by management, including corporate recycle ratio (PDP) and PDP F&D costs which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies. Such metrics have been included herein to provide readers with additional measures to evaluate our performance on a comparable basis with prior periods; however, such measures are not reliable indicators of the future performance of NuVista and future performance may not compare to the performance in previous periods. Details of how F&D costs and recycle ratios are calculated are set forth under the heading " Non-GAAP and Other Financial Measure – Non-GAAP Ratios " above.

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SCHEDULE A

BOARD OF DIRECTORS MANDATE

The Board of Directors (the " Board ") of NuVista Energy Ltd. (" NuVista ") is responsible for the stewardship of NuVista, its subsidiaries, partnerships and other controlled entities. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of NuVista. In general terms, the Board will:

In consultation with the CEO, define the principal objectives of NuVista.
Supervise the management of the business and affairs of NuVista with the goal of achieving NuVista's principal objectives as defined by the Board.
Discharge the duties imposed on the Board by applicable laws.
For the purpose of carrying out the foregoing responsibilities, take all such actions as the Board deems necessary or appropriate.

Without limiting the generality of the foregoing, the Board will perform the following duties:

Strategic Direction and Capital and Financial Plans

Require the CEO to present annually to the Board a longer range strategic plan and a shorter range business plan for NuVista's business, which plans must:
be designed to achieve NuVista's principal objectives;
identify the principal strategic and operational opportunities and risks of NuVista's business; and
be approved by the Board as a pre-condition to the implementation of such plans.
Review progress towards the achievement of the goals established in the strategic, operating and capital plans.
Identify the principal risks of NuVista's business and take all reasonable steps to ensure the implementation of the appropriate systems to manage these risks.
Approve the annual operating and capital plans.
Approve acquisitions and dispositions which require approval pursuant to expenditure limits established by the Board.
Approve the establishment of credit facilities.

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Approve issuances of common shares or other instruments to the public.

Monitoring and Acting

Monitor NuVista's progress towards achieving its goals, and revise and alter its direction through management in light of changing circumstances.
Monitor overall human resources policies and procedures, including compensation and succession planning.
Approve the dividend policy of NuVista.
Appoint the CEO and determine the terms of the CEO's employment with NuVista.
Ensure systems are in place for the implementation and integrity of NuVista’s internal control and management information systems.
In consultation with the CEO, develop a position description for the CEO.
Evaluate the performance of the CEO at least annually.
In consultation with the CEO, establish the limits of management's authority and responsibility in conducting NuVista's business.
In consultation with the CEO, appoint all officers of NuVista and approve the terms of each officer's employment with NuVista.
Develop a system under which succession to senior management positions will occur in a timely manner.
Approve any proposed significant change in the management organization structure of NuVista.
Approve all NuVista-sponsored retirement plans for officers and employees of NuVista.
In consultation with the CEO, establish a disclosure policy for NuVista.
Generally provide advice and guidance to management.
Approve all matters relating to a takeover bid for the securities of NuVista.

Finances and Controls

Review NuVista's systems to manage the risks of NuVista's business and, with the assistance of management, NuVista's auditors and others (as required), evaluate the appropriateness of such systems.
Monitor the appropriateness of NuVista's capital structure.

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Ensure that the financial performance of NuVista is properly reported to shareholders, other security holders and regulators on a timely and regular basis.
In consultation with the CEO, establish the ethical standards to be observed by all officers and employees of NuVista and use reasonable efforts to ensure that a process is in place to monitor compliance with those standards.
Require that the CEO institute and monitor processes and systems designed to ensure compliance with applicable laws by NuVista and its officers and employees.
Require that the CEO institute, and maintain the integrity of, internal control and information systems, including maintenance of all required records and documentation.
Approve material contracts to be entered into by NuVista.
Recommend to shareholders of NuVista a firm of chartered accountants to be appointed as NuVista's auditors.
Ensure NuVista's oil and gas reserves report fairly represents the quantity and value of corporate reserves in accordance with generally accepted engineering principles and applicable securities laws.
Take reasonable actions to gain reasonable assurance that all financial information made public by NuVista (including NuVista's annual and quarterly financial statements) is accurate and complete and represents fairly NuVista’s financial position and performance.

Governance

In consultation with the Chair of the Board, develop a position description for the Chair.
Select nominees for election to the Board.
Facilitate the continuity, effectiveness and independence of the Board by, amongst other things:
appointing a Chair of the Board;
appointing from amongst the directors an audit committee and such other committees of the Board as the Board deems appropriate;
defining the mandate of each committee of the Board;
ensuring that processes are in place and are utilized to assess the effectiveness of the Chair of the Board, the Board as a whole, each committee of the Board and each director; and
establishing a system to enable any director to engage an outside adviser at the expense of NuVista.
Review annually the composition of the Board and its committees and assess directors' performance on an ongoing basis, and propose new members to the Board.
Review annually the adequacy and form of the compensation of directors.

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Delegation

The Board may delegate its duties to, and receive reports and recommendations from, any committee of the Board.

Composition

The Board should be composed of at least five individuals elected by the shareholders at the annual meeting.
A majority of Board members should be independent directors (within the meaning of National Instrument 58-101) and free from any business or other relationship that could impair the exercise of independent judgment.
Members should have or obtain sufficient knowledge of NuVista and the oil and gas business to assist in providing advice and counsel on relevant issues.
Board members should offer their resignation from the Board to the Chair of the Governance and Nominating Committee following:
change in personal circumstances which would reasonably interfere with the ability to serve as a director; and
change in personal circumstances which would reasonably reflect poorly on NuVista (for example, finding by a Court of fraud, or conviction under Criminal Code or securities legislation).

Meetings

The Board shall meet at least four times per year and/or as deemed appropriate by the Chair.
The Board shall meet at the end of its regular quarterly meetings without members of management being present.
Minutes of each meeting shall be prepared.
The CEO and CFO shall be available to attend all meetings of the Board upon invitation by the Board.
Vice-Presidents and such other staff as appropriate to provide information to the Board shall attend meetings at the invitation of the Board.

Authority

The Board shall have the authority to review any corporate report or material and to investigate activity of NuVista and to request any employees to cooperate as requested by the Board.
The Board may retain persons having special expertise and/or obtain independent professional advice to assist in fulfilling its responsibilities at the expense of NuVista.

Approved by the Board: March 8, 2022

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TSX: NVA

2500, 525 8TH AVENUE S.W.

CALGARY, ALBERTA

T2P 1G1

www.nuvistaenergy.com

AI assistant

NUVISTA ENERGY LTD. — Proxy Solicitation & Information Statement 2022

45311_rns_2022-04-08_85f36bb8-6ee6-44a5-a1e1-42aa13f38beb.pdf

WHO WE ARE

WHAT'S INSIDE

PROXY SUMMARY

LETTER TO SHAREHOLDERS

March 25, 2022

Dear Fellow Shareholder,

NOTICE OF ANNUAL AND SPECIAL MEETING

VOTING MATTERS

How to participate in the meeting

OR

How to vote

Registered Shareholders:

Your common shares are registered in your name.

Voting in person (virtually)

not receiving a control number that is required to vote at the meeting.

Voting in person (virtually)

Registered Shareholders:

Voting by proxy

Voting by proxy

Who can vote

Send your proxy or voting instruction form right away

Changing your vote

Solicitation of Proxies

Advice to Beneficial Holders of Common Shares

Persons Making the Solicitation

Exercise of Discretion by Proxy

Notice-and-Access

How to obtain paper copies of the meeting materials

Voting Shares and Principal Holders

MATTERS TO BE ACTED UPON AT THE MEETING

Fixing the Number of Directors

Election of Directors

Voting for Election of Directors

Management recommends that shareholders vote FOR the election of each of these nominees. The persons named in the enclosed form of proxy intend to vote FOR the election of each of these nominees unless the shareholder specifies authority to do so is withheld.

Biographies of our Directors

Experience and Background of Proposed Directors

Additional Disclosure Relating to Proposed Directors

Appointment of Auditors

Advisory Vote on Executive Compensation

Our board of directors recommends that shareholders vote FOR the non-binding advisory resolution regarding our approach to executive compensation.

Matters Respecting our Share Award Incentive Plan

Amendment to our Share Award Incentive Plan

Text of Resolution

DIRECTOR COMPENSATION

Fees and Retainers

Incentive Compensation

Deferred Share Unit Plan

Summary Compensation Table

Directors' Outstanding Share-Based Awards

Directors' Incentive Plan Awards – Value Vested or Earned During the Year

CORPORATE GOVERNANCE PRACTICES

Independence

Board Mandate

Committee Membership and Responsibilities

Meeting Attendance

Board Nominations and Diversity Policy

Board Assessment

Director Orientation and Continuing Education

Ethical Business Conduct

Position Descriptions

Executive Succession Planning and Diversity Policy

Retirement Policy / Board Tenure

EXECUTIVE COMPENSATION

Identification of Named Executive Officers

Compensation Objectives and Philosophy

Compensation Risk and Risk Mitigation

Incentive Plan Design

Clawback Policy

Short Selling Restrictions

Share Ownership Requirements - Executives

Compensation Governance and Decision Making Process

Analysis of Compensation Practices of Competitors

Elements of Compensation and Compensation Mix

Performance Evaluations

Note:

Corporate Variable Pay Performance Scorecard

Base Salaries

NUVISTA ENERGY LTD. Proxy Solicitation & Information Statement 2022