Whitecap Resources Inc. — AGM Information 2020

Mar 23, 2020

NOTICE OF ANNUAL AND SPECIAL MEETING

The annual and special meeting of the shareholders of Whitecap Resources Inc. will be held in the Devonian Room of the Calgary Petroleum Club, 319 – 5th Avenue SW, Calgary, Alberta on April 22, 2020 at 9:00 a.m. (Calgary time) to:

1. receive and consider our financial statements for the year ended December 31, 2019, together with the report of the auditors;
2. fix the number of directors to be elected at the meeting at nine members;
3. elect nine directors;
4. appoint the auditors and authorize the directors to fix their remuneration as such;
5. reduce the stated capital of our common shares;
6. consider a non-binding advisory resolution on our approach to executive compensation; and
7. transact such other business as may properly be brought before the meeting or any adjournment or postponement 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.

If you are unable to attend the meeting in person, we request that you date and sign the enclosed form of proxy and deposit it with Odyssey Trust Company by mail or courier at 1230, 300 - 5th Avenue SW, Calgary, Alberta T2P 3C4 Attention: Proxy Department not less than 48 hours before the time for holding the meeting or any adjournment or postponement thereof. Registered shareholders may also vote via the internet at http://odysseytrust.com/Transfer-Agent/Login. A vote submitted via the internet must be received at least 48 hours prior to the time of the meeting or any adjournment or postponement thereof. Shareholders can also appoint a proxy holder to attend and vote at the meeting on the shareholder's behalf and to convey a shareholder's voting instructions.

Only shareholders of record at the close of business on March 6, 2020, 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 6th day of March, 2020.

By order of the Board of Directors of Whitecap Resources Inc.

(signed) "Grant B. Fagerheim" President and Chief Executive Officer