Obsidian Energy (OBE) seeks approval to expand option pool and renew equity plans
Rhea-AI Filing Summary
Obsidian Energy Ltd. is asking shareholders to vote at its annual and special meeting on May 7, 2026 in Calgary on a broad package of governance, compensation and equity plan items.
Shareholders will receive 2025 financial statements, appoint KPMG as auditor, and elect seven directors, all current board members. They will also cast a non-binding advisory “say on pay” vote on the company’s executive compensation approach.
Key resolutions seek approval of amendments to the Stock Option Plan to lift the rolling cap on options from 9.0% to 10.0% of issued shares and remove a 2.0% three‑year annual grant rate limit. As of March 15, 2026, 67,571,737 common shares were outstanding, with 3,420,849 shares (about 5.06%) reserved for outstanding options and 2,261,968 shares (about 3.35%) for outstanding share unit awards, for a combined 8.41% equity-based overhang.
Shareholders are also being asked to re‑approve all unallocated options under the evergreen Stock Option Plan and all unallocated awards under the Restricted and Performance Share Unit Plan, which would allow new grants until May 7, 2029. The circular emphasizes equity incentives as a key tool to attract and retain employees while preserving cash, noting a 21% share count reduction through repurchases since 2023 and strong director share ownership and meeting attendance.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
normal course issuer bid financial
evergreen Security Based Compensation Arrangement regulatory
Notice-and-Access Provisions regulatory
Annual Grant Rate financial
say on pay financial
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
___________________ Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026 Commission File Number 1-32895 ___________________
Obsidian Energy Ltd. (Translation of registrant's name into English)
Suite 200, 207 – 9th Avenue SW Canada (Address of principal executive offices) ___________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☐ Form 40-F ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐
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DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
See the Exhibit Index hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 7, 2026.
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OBSIDIAN ENERGY LTD. |
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By: |
/s/ Stephen Loukas
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Name: |
Stephen Loukas |
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Title: |
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
Description |
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99.1 |
Notice of 2026 Annual and Special Meeting and Management Information Circular and Proxy Statement |
99.2 |
Instrument of Proxy |
99.3 |
Notice and Access Notification of 2026 Annual and Special Meeting |
Exhibit 99.1
NOTICE OF 2026 ANNUAL AND SPECIAL MEETING
AND
MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MAY 7, 2026
NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of the holders ("Shareholders") of the common shares ("Shares") of Obsidian Energy Ltd. ("Obsidian Energy") will be held at the corporate head office of Obsidian Energy, located at 200, 207 9th Avenue SW, Calgary, Alberta on Thursday, May 7, 2026, at 9:00 a.m. (Mountain Daylight Time) for the following purposes:
The specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Information Circular.
The record date (the "Record Date") for determining Shareholders entitled to receive notice of and to vote at the Meeting is March 18, 2026. Only Shareholders whose names have been entered in the register of Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting, provided, however, that to the extent a Shareholder transfers the ownership of any of such Shareholder's Shares after the Record Date and the transferee of those Shares establishes that the transferee owns the Shares and demands, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Shares at the Meeting. Each Share entitled to be voted at the Meeting will entitle the holder to one vote on any matter at the Meeting.
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR
A registered Shareholder may attend the Meeting in person or may be represented by proxy. Registered Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person 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 proxy must be received by Obsidian Energy’s registrar and transfer agent, Odyssey Trust Company at Proxy Department, Traders Bank Building 1100, 67 Yonge Street, Toronto, ON M5E 1J8, by internet at https://vote.odysseytrust.com, by facsimile at 1-800-517-4553 or by email at proxy@odysseytrust.com in each case by not later than 9:00 a.m. (Mountain Daylight Time) on May 5, 2026 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjourned or postponed Meeting. For information regarding voting by internet or appointing an alternative proxyholder by internet, see the form of proxy for Shareholders and/or the Information Circular enclosed herewith.
The proxyholder has discretion and authority under the accompanying form of proxy to consider amendments or variations of the matters of business identified in this Notice of Annual and Special Meeting, as well as any other matters properly brought before the Meeting, or any adjournment or postponement thereof. Shareholders are encouraged to review the Information Circular carefully before submitting the form of proxy.
Non-registered or beneficial Shareholders who do not hold Shares in their own name but rather through a broker, financial institution, trustee, nominee or other intermediary must complete and return the voting instruction form provided to them or follow the telephone or internet-based voting procedures described therein in advance of the deadline set forth in the voting instruction form in order to have such Shares voted at the Meeting on their behalf. See "Voting Information" in the accompanying Information Circular.
Any questions regarding voting your Shares should be directed to our Investor Relations department, who can be reached at 403-777-2500, or toll free at 1-888-770-2633, or by email at investor.relations@obsidianenergy.com.
Dated at the City of Calgary, in the Province of Alberta, this 15th day of March, 2026.
BY ORDER OF THE BOARD OF DIRECTORS OF
OBSIDIAN ENERGY LTD.
(signed) "Stephen Loukas"
Stephen Loukas
President and Chief Executive Officer
Obsidian Energy Ltd.
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR
TABLE OF CONTENTS
VOTING INFORMATION |
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MATTERS TO BE ACTED UPON AT THE MEETING |
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INFORMATION CONCERNING THE BOARD AND DIRECTOR NOMINEES |
16 |
BIOGRAPHICAL AND OTHER INFORMATION FOR DIRECTOR NOMINEES |
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STANDING COMMITTEE COMPOSITIONS |
20 |
DIRECTOR INDEPENDENCE |
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DIRECTOR ATTENDANCE RECORD |
21 |
BOARD AND COMMITTEE MEETINGS |
22 |
OTHER PUBLIC COMPANY BOARD MEMBERSHIPS |
22 |
REMUNERATION OF DIRECTORS |
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OVERVIEW OF DIRECTOR REMUNERATION PROGRAM |
22 |
DEFERRED SHARE UNIT PLAN |
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DIRECTOR EQUITY OWNERSHIP REQUIREMENTS |
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DIRECTOR REMUNERATION DATA |
27 |
OTHER BOARD INFORMATION |
29 |
BOARD AND DIRECTOR PERFORMANCE ASSESSMENT |
29 |
DIRECTOR ORIENTATION AND EDUCATION |
30 |
BOARD MEMBERSHIP IN 2025 |
31 |
OTHER DISCLOSURES FOR DIRECTOR NOMINEES |
31 |
COMPENSATION DISCUSSION & ANALYSIS |
32 |
OBJECTIVE OF EXECUTIVE COMPENSATION DISCLOSURE |
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IDENTIFICATION OF NAMED EXECUTIVE OFFICERS |
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APPROACH TO EXECUTIVE COMPENSATION |
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EXECUTIVE COMPENSATION PEER GROUP AND BENCHMARKING |
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EXECUTIVE COMPENSATION DECISIONS FOR 2025 |
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EXECUTIVE COMPENSATION REVIEW PROCESS |
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MANAGING COMPENSATION RISK |
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EXECUTIVE COMPENSATION DATA |
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PERFORMANCE GRAPH |
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SUMMARIES OF EQUITY COMPENSATION PLANS |
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EMPLOYEE RETIREMENT/SAVINGS PLAN |
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RESTRICTED AND PERFORMANCE SHARE UNIT PLAN |
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DATA REGARDING OUTSTANDING SHARE UNIT AWARDS |
60 |
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR
STOCK OPTION PLAN |
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DATA REGARDING OUTSTANDING OPTIONS |
66 |
TERMINATION AND TERMINATION UPON CHANGE OF CONTROL BENEFITS |
66 |
NEO AGREEMENTS |
66 |
TABLE OF ESTIMATED TERMINATION AND TERMINATION UPON CHANGE OF CONTROL AMOUNTS |
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CONTINUOUS SHAREHOLDER ENGAGEMENT |
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SUSTAINABILITY |
73 |
MISCELLANEOUS MATTERS |
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APPENDIX A: |
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FORM 58-101F1 – CORPORATE GOVERNANCE DISCLOSURE |
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APPENDIX B: |
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MANDATE OF THE BOARD OF DIRECTORS |
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APPENDIX C: |
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GLOSSARY OF FREQUENTLY USED DEFINED TERMS, NON-GAAP AND OTHER FINANCIAL MEASURES ADVISORY, OIL AND GAS INFORMATION ADVISORY AND FORWARD-LOOKING STATEMENT ADVISORY |
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APPENDIX D: |
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MARKED COPY OF STOCK OPTION PLAN, AS AMENDED AND RESTATED |
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APPENDIX E: |
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THE AWARD PLAN |
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR
MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT DATED MARCH 15, 2026
FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF
OBSIDIAN ENERGY LTD.
TO BE HELD ON THURSDAY, MAY 7, 2026
VOTING INFORMATION
Solicitation of Proxies
This Information Circular is furnished in connection with the solicitation of proxies by management of Obsidian Energy for use at the Annual and Special Meeting of the holders of the common shares of Obsidian Energy to be held on Thursday, May 7, 2026 at 9:00 a.m. (Mountain Daylight Time) at the corporate head office of Obsidian Energy located at Suite 200, 207 9th Avenue SW, Calgary, Alberta and at any adjournment or postponement thereof, for the purposes set forth in the Notice of Annual and Special Meeting enclosed herewith. Defined terms used in this Information Circular that are not otherwise defined herein have the meanings ascribed thereto in "Appendix C – Glossary of Frequently Used Defined Terms, Non-GAAP and Other Financial Measures Advisory, Oil and Gas Information Advisory and Forward-Looking Statement Advisory". Unless otherwise indicated, all information provided in this Information Circular is given as at March 15, 2026.
The solicitation of proxies will be made primarily by mail. In addition to the solicitation of proxies by mail, directors and officers and certain employees of Obsidian Energy may solicit proxies personally by telephone or other telecommunication but will not receive additional compensation for doing so.
Accompanying this Information Circular is an Instrument of Proxy for use by registered Shareholders. Instruments of Proxy must be received by Odyssey Trust Company at Proxy Department, Traders Bank Building 1100, 67 Yonge Street, Toronto, ON M5E 1J8, by internet at https://vote.odysseytrust.com, by facsimile at 1-800-517-4553 or by email at proxy@odysseytrust.com, by not later than 9:00 a.m. (Mountain Daylight Time) on May 5, 2026 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjourned or postponed Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion without notice. See "Voting Options – Voting by Registered Shareholders" below.
The Record Date for the Meeting is the close of business on March 18, 2026. Only Shareholders of record as at that date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those Shares included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record Date even if the Shareholder has since that time disposed of his or her Shares, provided, however, that to the extent a Shareholder transfers the ownership of any of such Shareholder's Shares after the Record Date and the transferee of those Shares establishes that the transferee owns those Shares and demands, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Shares at the Meeting.
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
An instrument appointing a proxy (including the accompanying Instrument of Proxy) shall be in writing and shall be executed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. A proxy signed by a person acting as attorney or in some other representative capacity should reflect such person's capacity following his or her signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act.
The persons named in the enclosed Instrument of Proxy are directors and/or officers of Obsidian Energy. Each registered Shareholder has the right to appoint a proxyholder other than the persons designated in the enclosed Instrument of Proxy, who need not be a Shareholder, to attend and to act for the Shareholder and on behalf of the Shareholder at the Meeting. To exercise such right, the name of the Shareholder's appointee should be legibly printed in the blank space provided.
Notice to Beneficial Shareholders
The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name should note that only proxies deposited by Shareholders whose names appear on the records of the registrar and transfer agent for Obsidian Energy as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder's name on the records of the registrar and transfer agent for Obsidian Energy. Such Shares will more likely be registered under the name of the Shareholder's 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 CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their nominees can only be voted (for or against resolutions) or withheld from voting upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting Shares for their clients. Obsidian Energy does not know for whose benefit the Shares registered in the name of CDS & Co. are held. The majority of Shares held in the United States are registered in the name of Cede & Co., the nominee for The Depository Trust Company, which is the United States equivalent of CDS Clearing and Depository Services Inc.
Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders to ensure that their Shares are voted at the Meeting. Often, the form of proxy or Voting Instruction Form supplied to a Beneficial Shareholder by its broker is substantially similar to the Instrument of Proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. The majority of brokers and other intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge. Broadridge typically mails a scannable Voting Instruction Form in lieu of the Instrument of Proxy provided to registered Shareholders. The Beneficial Shareholder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Beneficial Shareholder can call a toll-free telephone number or access the internet to vote the Shares held by the Beneficial Shareholder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares held by Beneficial Shareholders and to be represented at the Meeting. A Beneficial Shareholder receiving a Voting Instruction Form cannot use that
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Voting Instruction Form to vote Shares directly at the Meeting. The Voting Instruction Form must be returned as directed therein well in advance of the Meeting to have the Shares voted.
Although you may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of your broker or other intermediary, you may attend the Meeting as a proxyholder for the registered Shareholder and vote your Shares in that capacity. If you wish to attend the Meeting and vote Shares you hold as a Beneficial Shareholder, you must do so as proxyholder for the registered Shareholder. To do this, you should enter your own name in the blank space on the Voting Instruction Form provided to you and return the document to Broadridge or your broker or other intermediary in accordance with the instructions therein well in advance of the Meeting.
The Corporation will not send proxy-related materials directly to non-objecting Beneficial Shareholders - such materials will be delivered to non-objecting Beneficial Shareholders by Broadridge or through the non-objecting Beneficial Shareholder's intermediary. Obsidian Energy will pay for the costs of an intermediary to deliver the proxy-related materials and Form 54-101F7 – "Request for Voting Instructions Made by Intermediary" to objecting Beneficial Shareholders.
Revocability of Proxy
A registered Shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof. If a person who has given a proxy attends the Meeting in person at which such proxy is to be voted, such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized and deposited either at the above mentioned office of Odyssey Trust Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used, or with the Chair of the Meeting on the day of the Meeting prior to the commencement of the Meeting, or any adjournment thereof, and upon either of such deposits, the proxy is revoked.
Exercise of Discretion by Proxy
The Shares represented by Instruments of Proxy shall be voted for or against (or withheld from voting), as applicable, in accordance with the instructions of the Shareholder on any matter to be acted upon at the Meeting and, where the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares shall be voted for or against (or withheld from voting), as applicable, on any matter in accordance with the specification so made.
In the absence of such specification, the Shares represented by an Instrument of Proxy will be voted in favour of the matters to be acted upon at the Meeting. The persons named in the Instrument of Proxy furnished by Obsidian Energy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the Meeting or any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested. As of the date of this Information Circular, management of Obsidian Energy knows of no such amendment, variation or other matter to be acted on at the Meeting.
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Voting Options
Voting by Registered Shareholders
You are a registered Shareholder if your Shares are held in your name or if you have a certificate for Shares bearing your name. As a registered Shareholder you can vote in the following ways:
In Person |
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Attend the Meeting and register with the transfer agent, Odyssey Trust Company upon your arrival. Do not fill out and return your Instrument of Proxy if you intend to vote in person at the Meeting.
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Enter voting instructions, sign the Instrument of Proxy and send your completed proxy to: Odyssey Trust Company Proxy Department - Traders Bank Building 1100 67 Yonge Street Toronto, ON M5E 1J8 For your Shares to be voted at the Meeting, your signed Instrument of Proxy must be received by not later than 9:00 a.m. (Mountain Daylight Time) on May 5, 2026, or 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjourned or postponed Meeting (the "Proxy Deadline").
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Internet |
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Go to https://vote.odysseytrust.com. Enter your 12-digit control number located on the Instrument of Proxy and follow the instructions on the website to vote your Shares. If you vote by internet, your vote must be received by not later than the Proxy Deadline. The website may be used to appoint a proxyholder other than the management designees appearing on the Instrument of Proxy to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints an alternative proxyholder and submits their voting instructions and subsequently wishes to change their appointment or voting instructions, a Shareholder may resubmit their proxy, prior to the Proxy Deadline. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered revoked, provided that the last proxy is submitted by the deadline noted above.
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Scan both sides of your completed, signed Instrument of Proxy. Attach the scanned document to an email and send your email to proxy@odysseytrust.com so that it is received not later than the Proxy Deadline.
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Fax |
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1-800-517-4533 – Fax both pages of your completed, signed Instrument of Proxy to the number provided so that it is received not later than the Proxy Deadline. |
Questions |
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Call our Investor Relations department, who can be reached at 403-777-2500, or toll free at 1-888-770-2633, or by email at investor.relations@obsidianenergy.com |
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Voting for Non-Registered or Beneficial Shareholders
If a Shareholder’s Shares are not registered in such Shareholder’s name, such Shares will be held in the name of a "nominee", usually a bank, trust company, broker, securities dealer or other financial institution and, as such, that nominee will be the legal entity entitled to vote those Shares and must seek the Beneficial Shareholder’s instructions as to how to vote the Beneficial Shareholder’s Shares. See "Notice to Beneficial Shareholders" above and the accompanying Voting Instruction Form for instructions on how to vote your Shares.
If you have any questions or require more information with respect to voting your Shares at the Meeting, please contact our Investor Relations department, who can be reached at 403-777-2500, or toll free at 1-888-770-2633, or by email at investor.relations@obsidianenergy.com.
Notice-and-Access
Obsidian Energy has elected to use the "notice-and-access" provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") for the Meeting in respect of mailings to its Beneficial Shareholders but not in respect of mailings to its registered Shareholders. The Notice-and-Access Provisions are rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.
Obsidian Energy has also elected to use procedures known as "stratification" in relation to our use of the Notice-and-Access Provisions. Stratification occurs when a reporting issuer uses the Notice-and-Access Provisions to provide a paper copy of an information circular and, if applicable, a paper copy of financial statements and related Management’s Discussion and Analysis ("Financial Information"), to some shareholders together with the notice (the "Notice-and-Access Notification") provided to shareholders under the Notice-and-Access Provisions. In relation to the Meeting, in addition to a Notice-and-Access Notification and request for voting instructions, Beneficial Shareholders who have previously requested to receive them will receive a paper copy of this Information Circular.
Beneficial Shareholders who have not already received but wish to receive a paper copy of this Information Circular should contact Odyssey Trust Company at the toll-free number 1-888-290-1175 (within North America) (toll free) or 1-587-885-0964 outside Canada and the U.S., by email at shareholders@odysseytrust.com, or online at www.odysseycontact.com or through Obsidian Energy’s profile on SEDAR+ at any time up to one year after the date of the Meeting or any adjournment or postponement thereof. To allow Beneficial Shareholders a reasonable time to receive paper copies of the Information Circular and related materials prior to providing their voting instructions in respect of their Shares, any Beneficial Shareholders wishing to request paper copies as described above should ensure that such request is received by 9:00 a.m. (Mountain Daylight Time) on April 24, 2026. A Beneficial Shareholder may also call Obsidian Energy at 1-888-770-2633 (toll free) to obtain additional information about the Notice-and-Access Provisions.
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Voting Shares and Principal Holders thereof
Obsidian Energy is authorized to issue an unlimited number of Shares and up to 90,000,000 preferred shares. As at March 15, 2026, 67,571,737 Shares and no preferred shares were issued and outstanding. At the Meeting, upon a show of hands, every Shareholder present in person or represented by proxy and entitled to vote shall have one vote. On a poll or ballot, every Shareholder present in person or by proxy has one vote for each Share held.
If two or more persons hold Shares jointly, one of those Shareholders present at the Meeting may, in the absence of the others, vote the Shares, but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as one on the Shares jointly held by them.
To the knowledge of the directors and executive officers of Obsidian Energy, no person or company beneficially owns, controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to the issued and outstanding Shares.
Quorum for Meeting
At the Meeting, a quorum shall consist of two (2) or more persons either present in person or represented by proxy and representing in the aggregate not less than 25% of the outstanding Shares entitled to vote at the Meeting. If a quorum is not present at the beginning of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business.
Approval Requirements
All of the matters to be considered at the Meeting are ordinary resolutions requiring approval by a majority of the votes cast in respect of the resolution by or on behalf of Shareholders present in person or represented by proxy at the Meeting, other than the advisory vote on Obsidian Energy's approach to executive compensation, which shall not be binding on Obsidian Energy.
MATTERS TO BE ACTED UPON AT THE MEETING
Presentation of Financial Statements
The consolidated financial statements of Obsidian Energy for the year ended December 31, 2025, together with the auditors' report on those statements, have been mailed to the Shareholders who have requested such materials, in addition to this Information Circular, in accordance with applicable securities laws. A copy of such financial statements is also available through the internet on Obsidian Energy's SEDAR+ profile at www.sedarplus.ca, on EDGAR at www.sec.gov, and on Obsidian Energy's website at www.obsidianenergy.com.
Appointment of Auditor
The Board recommends that KPMG LLP ("KPMG") be appointed auditor of Obsidian Energy for the ensuing year at a remuneration to be approved by the Board. KPMG has been the auditor of Obsidian Energy since August 23, 2021.
Shareholders will consider an ordinary resolution to appoint the firm of KPMG to serve as auditors of Obsidian Energy until the next annual meeting of the Shareholders. The Board of Directors and
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Management plan to vote FOR and recommend that you vote FOR this ordinary resolution at the Meeting.
Unless otherwise directed by the Shareholders appointing another proxy, the persons named in the enclosed Instrument of Proxy intend to vote IN FAVOUR of this ordinary resolution at the Meeting.
Election of Directors of Obsidian Energy
The articles of Obsidian Energy provide for a minimum of three (3) directors and a maximum of twelve (12) directors. There are currently seven (7) directors and the Board of Directors has fixed the number of directors to be elected at the Meeting for the ensuing year at seven (7) directors. All of the current directors have been elected for a term that ends at the close of the Meeting. Management does not contemplate that any of the director nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed Instrument of Proxy reserve the right to vote for another nominee at their discretion. Each director elected will hold office until the close of the next annual meeting or until his or her successor is elected or appointed, unless his or her office is vacated earlier.
Management’s seven (7) nominees for election as directors of Obsidian Energy by Shareholders are as follows:
Shani Bosman |
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John Brydson |
Raymond D. Crossley |
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Michael J. Faust |
Edward H. Kernaghan |
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Stephen E. Loukas |
Gordon Ritchie |
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The Board of Directors and Management plan to vote FOR and recommend that you vote FOR each of the aforementioned nominees for election as a director of Obsidian Energy at the Meeting.
Unless otherwise directed by the Shareholders appointing another proxy, the persons named in the enclosed Instrument of Proxy intend to vote FOR the election of each such nominee as a director of Obsidian Energy at the Meeting.
Information in respect of the nominees for election as directors of Obsidian Energy is set forth below under "Information Concerning the Board and Director Nominees - Biographical and Other Information for Director Nominees".
Individual Director Nomination and Majority Voting Policy
Obsidian Energy has a director nomination and majority voting policy providing for individual director nomination and majority voting. Such policy provides that in uncontested elections (i.e. elections where the number of nominees for directors is equal to the number of directors to be elected):
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In accordance with this policy, the Instruments of Proxy and Voting Instruction Forms for this Meeting provide for voting for individual directors as opposed to voting for a slate of directors.
Advance Notice By-Law
The Board has adopted an advance notice by-law ("By-law No. 2"), which was approved by Shareholders at the Corporation's 2013 Annual General Meeting. By-law No. 2 sets forth procedures that must be followed by any Shareholder who intends to nominate any person for election as a director of the Corporation, other than pursuant to a proposal made in accordance with the ABCA, or a requisition of a shareholder meeting made pursuant to the ABCA. By-law No. 2 stipulates a deadline by which Shareholders must notify the Corporation of their intention to nominate directors and also sets out the information that Shareholders must provide regarding each director nominee and the nominating Shareholder in order for the requirements of By-law No. 2 to be met. These requirements are intended to provide all Shareholders, including those voting by proxy, with the opportunity to evaluate the nominees and vote in an informed and timely manner regarding said nominees. By-law No. 2 also ensures orderly and efficient shareholder meetings by providing a structured and transparent framework for nominating directors. No person nominated by a Shareholder will be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of By-law No. 2. A copy of By-law No. 2 is available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov).
Non-Binding Advisory Vote on Approach to Executive Compensation
As part of Obsidian Energy's ongoing commitment to robust governance practices, Shareholders are being provided an opportunity to participate in a non-binding 'say on pay' shareholder advisory vote with respect to Obsidian Energy's approach to executive compensation as disclosed in this Information Circular, particularly under the heading "Compensation Discussion & Analysis".
This non-binding advisory vote on executive compensation will provide Shareholders with the opportunity to vote "For" or "Against" our approach to executive compensation through the following resolution:
"BE IT RESOLVED THAT, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the Shareholders accept the approach to executive compensation disclosed in the Information Circular of Obsidian Energy Ltd. (the "Corporation") dated March 15, 2026, and delivered in connection with the 2026 Annual and Special Meeting of Shareholders of the Corporation."
9 |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
As this is an advisory vote that is not required to be submitted to a vote of Shareholders under applicable securities and corporate laws, and therefore the results will not be binding upon the Board of Directors. However, the Board will consider the outcome of the vote in reviewing the Corporation's approach to executive compensation in the future.
The Board of Directors and Management plan to vote FOR and recommend that you vote FOR this non-binding advisory resolution at the Meeting.
Unless otherwise directed by the Shareholders appointing another proxy, the persons named in the enclosed Instrument of Proxy intend to vote FOR this non-binding advisory resolution at the Meeting.
Approval of Amendments to Stock Option Plan and Unallocated Options
At the Meeting, Shareholders will be asked to consider and, if thought advisable, pass resolutions approving:
(collectively, the "Option Plan Amendments"); and
Notwithstanding the proposed Option Plan Amendments, in all cases the number of Options available for grant under the Amended Option Plan will be subject to the other restrictions contained in the plan, including the maximum number of Shares issuable to Insiders of the Company at any time and issued to Insiders of the Company within a one year period, and the aggregate number of Shares that may be reserved for issuance pursuant to the exercise of Options granted to Non-Management Directors.
The foregoing description of the Option Plan Amendments is qualified in its entirety by the full text of the Amended Option Plan, which is attached as Appendix D to this Information Circular and is marked to show all of the amendments that are proposed to be made to the Stock Option Plan. For further information
10 |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
regarding the Stock Option Plan and Options, see "Summaries of Equity Compensation Plans – Stock Option Plan".
The Board believes that equity-based incentive compensation, such as the Stock Option Plan, is an integral component of compensation for key personnel. The attraction and retention of qualified personnel is one of the key risks in the oil and gas industry in Canada and to Obsidian Energy’s long-term strategic growth plan. The Stock Option Plan is intended to maintain Obsidian Energy’s competitiveness within the Canadian oil and gas industry and facilitate the achievement of Obsidian Energy’s long-term goals by providing an increased incentive for personnel to contribute to the future success and prosperity of Obsidian Energy and by strengthening the alignment of the interests of personnel with the interests of Shareholders.
The Option Plan Amendments are intended to provide the HRG&C Committee and the Board with maximum flexibility to design compensation packages for key personnel that: (i) are competitive with the Company's peers, (ii) align key personnel compensation with Share price performance, and (iii) permit the Company to limit the use of cash and cash-based compensation programs, with a view to preserving the Company's liquidity. In particular, the Company believes that the Option Plan Amendments are necessary for the following reasons:
11 |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
If Shareholders do not pass the resolutions approving the Option Plan Amendments and the Unallocated Options at the Meeting, the HRG&C Committee and the Board will have to consider alternate forms of performance based compensation in order to attract and retain qualified personnel, including additional cash bonuses and/or the use of other cash or cash-based compensation programs, which could impact the ability of the Company to invest in Shareholder value creation activities such as the funding of the Company's ongoing capital expenditure program and the repurchase of Shares under the NCIB.
Approval of Amendments to Stock Option Plan
The Stock Option Plan was adopted effective January 1, 2011 and was subsequently amended and restated on several occasions, most recently in June 2020. Effective March 15, 2026, the Board unanimously approved the Option Plan Amendments and the Amended Option Plan to be effective as of the date of the Meeting.
Obsidian Energy is required to seek the approval of the Shareholders of the proposed Option Plan Amendments by way of an ordinary resolution. Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution as follows (the "Option Plan Amendment Resolution"):
"BE IT RESOLVED, as an ordinary resolution of the shareholders of Obsidian Energy Ltd. ("Obsidian Energy") that:
In order for the Option Plan Amendment Resolution to be passed, it must be approved by a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting on such resolution.
The Board of Directors and Management plan to vote FOR and recommend that you vote FOR this ordinary resolution.
Unless otherwise directed by the Shareholders appointing them proxy, the persons named in the enclosed form of proxy intend to vote FOR this ordinary resolution at the Meeting.
12 |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Approval of Unallocated Options Issuable under the Stock Option Plan
The TSX Company Manual provides that every three years after the institution of a Security Based Compensation Arrangement which does not have a fixed maximum number of securities issuable under such arrangement, all unallocated rights, options or other entitlements under such arrangement must be approved by a majority of the issuer's directors and by the issuer's securityholders. The Stock Option Plan is an "evergreen" or "rolling" Security Based Compensation Arrangement that does not have a fixed maximum number of Shares issuable under such plan. The unallocated Options issuable under the Stock Option Plan were last approved by Shareholders on June 12, 2023, which approval expires on June 12, 2026.
The Stock Option Plan provides that the maximum number of Shares issuable on exercise of outstanding Options at any time cannot exceed 9.0% of the issued and outstanding Shares, less the number of Shares issuable pursuant to all other Security Based Compensation Arrangements of Obsidian Energy, which is currently limited to our Award Plan (the "Existing 9% Option Plan Reserve"). If the Option Plan Amendment Resolution is approved by Shareholders, the Amended Option Plan will provide that the maximum number of Shares issuable on exercise of outstanding Options at any time cannot exceed 10.0% of the outstanding Shares, less the number of Shares issuable pursuant to all other Security Based Compensation Arrangements of Obsidian Energy (the "Amended 10% Option Plan Reserve"). For clarity:
If approval of the Unallocated Option Resolution is obtained at the Meeting (whether in respect of the Amended Option Plan containing the Amended 10% Option Plan Reserve or in respect of the existing Stock Option Plan containing the Existing 9% Option Plan Reserve), Obsidian Energy will not be required to seek further approval of unallocated Options issuable pursuant to our Stock Option Plan until May 7, 2029.
As at March 15, 2026, the Company had: (i) reserved 3,420,849 Shares for issuance on exercise of outstanding Options under the Stock Option Plan (equal to approximately 5.06 percent of the outstanding Shares); and (ii) reserved 2,261,968 Shares for issuance on settlement of outstanding Share Unit Awards under the Award Plan (equal to approximately 3.35 percent of the outstanding Shares); for a combined total reservation of 5,682,817 Shares (equal to approximately 8.41 percent of the outstanding Shares). Based upon the 67,571,737 Shares outstanding on March 15, 2026, and assuming that no further Share Unit Awards were granted:
13 |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
The Board has unanimously approved, subject to the receipt of regulatory and Shareholder approval, all unallocated Options issuable under our Stock Option Plan. Obsidian Energy is required to seek the approval of the Shareholders of all unallocated Options issuable pursuant to the Stock Option Plan by way of ordinary resolution. Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution as follows (the "Unallocated Option Resolution"):
“BE IT RESOLVED, as an ordinary resolution of the shareholders of Obsidian Energy Ltd. (“Obsidian Energy”) that:
If approval of this ordinary resolution is not obtained at the Meeting, Options which have not been allocated as of the date of the Meeting and Options which are outstanding as of the date of the Meeting and which are subsequently cancelled, terminated or exercised, will not be available for a new grant of Options under the Stock Option Plan. Previously allocated Options will continue to be unaffected by the approval or disapproval of the resolution.
In order for the foregoing resolution to be passed, it must be approved by a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting on such resolution.
The Board of Directors and Management plan to vote FOR and recommend that you vote FOR this ordinary resolution.
Unless otherwise directed by the Shareholders appointing them proxy, the persons named in the enclosed form of proxy intend to vote FOR this ordinary resolution at the Meeting.
14 |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Approval of Unallocated Share Unit Awards Issuable under the Award Plan
The TSX Company Manual provides that every three years after the institution of a Security Based Compensation Arrangement which does not have a fixed maximum number of securities issuable under such arrangement, all unallocated rights, options or other entitlements under such arrangement must be approved by a majority of the issuer's directors and by the issuer's securityholders. The Award Plan is an "evergreen" or "rolling" Security Based Compensation Arrangement that does not have a fixed maximum number of Shares issuable under such plan. The unallocated Share Unit Awards issuable under the Award Plan were last approved by Shareholders on June 12, 2023, which approval expires on June 12, 2026. If shareholder approval is obtained at the Meeting, Obsidian Energy will not be required to seek further approval of unallocated Share Unit Awards issuable under our Award Plan until May 7, 2029.
The Award Plan provides that the number of Shares reserved that are available to be issued from time to time pursuant to granted and outstanding Share Unit Awards cannot exceed 4.5% of the aggregate number of outstanding Shares. Given that the Board wishes to continue to have the ability to use Share Unit Award grants as a part of the Company's overall compensation strategy, approval is being sought at the Meeting to approve all unallocated Share Unit Awards issuable pursuant to our Award Plan. The Award Plan is attached as Appendix E to this Information Circular. For further information regarding the Award Plan and Share Unit Awards, see "Summaries of Equity Compensation Plans – Restricted and Performance Share Unit Plan".
As at March 15, 2026, the Company had: (i) reserved 2,261,968 Shares for issuance on settlement of outstanding Share Unit Awards under the Award Plan (equal to approximately 3.35% percent of the outstanding Shares); and (ii) reserved 3,420,849 Shares for issuance on exercise of outstanding Options under the Stock Option Plan (equal to approximately 5.06% percent of the outstanding Shares); for a combined total reservation of 5,682,817 Shares (equal to approximately 8.41 percent of the outstanding Shares), leaving unallocated Share Unit Awards to acquire an aggregate of 398,639 Shares (equal to approximately 0.59 percent of the outstanding Shares) available for future grant based on the 67,571,737 Shares outstanding on March 15, 2026 (and assuming that no further Options are granted).
The Board believes that equity-based incentive compensation, such as the Award Plan, is an integral component of compensation for key personnel. The attraction and retention of qualified personnel is one of the key risks in the oil and gas industry in Canada and to Obsidian Energy’s long-term strategic growth plan. The Award Plan is intended to maintain Obsidian Energy’s competitiveness within the Canadian oil and gas industry and facilitate the achievement of Obsidian Energy’s long-term goals by providing an increased incentive for personnel to contribute to the future success and prosperity of Obsidian Energy and by strengthening the alignment of the interests of personnel with the interests of Shareholders.
If approval is not obtained at the Meeting, the HRG&C Committee and the Board will have to consider alternate forms of performance based compensation in order to attract and retain qualified personnel, including the settlement of Share Unit Awards issued in the future with cash or Shares purchased on the secondary market, additional cash bonuses and/or the use of other cash or cash-based compensation programs, which could impact the ability of the Company to invest in Shareholder value creation activities such as the funding of the Company’s ongoing capital expenditure program and the repurchase of Shares under the NCIB.
The Board has unanimously approved, subject to the receipt of regulatory and Shareholder approval, all unallocated Share Unit Awards issuable under our Award Plan. The Company is required to seek the
15 |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
approval of the Shareholders of all unallocated Share Unit Awards issuable pursuant to the Award Plan by way of ordinary resolution. Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution as follows:
"BE IT RESOLVED, as an ordinary resolution of the shareholders of Obsidian Energy Ltd. ("Obsidian Energy") that:
If approval of this ordinary resolution is not obtained at the Meeting, Share Unit Awards which have not been allocated as of the date of the Meeting and Share Unit Awards which are outstanding as of the date of the Meeting and which are subsequently cancelled, terminated or settled, will not be available for a new grant of Share Unit Awards under the Award Plan (except to the extent that any such Share Unit Awards are not capable of being settled with Shares issued from treasury). Previously allocated Share Unit Awards will continue to be unaffected by the approval or disapproval of the resolution.
In order for the foregoing resolution to be passed, it must be approved by a simple majority of the votes cast by Shareholders who vote in person or by proxy at the Meeting on such resolution.
The Board of Directors and Management plan to vote FOR and recommend that you vote FOR this ordinary resolution at the Meeting.
Unless otherwise directed by the Shareholders appointing them proxy, the persons named in the enclosed form of proxy intend to vote FOR this ordinary resolution at the Meeting.
INFORMATION CONCERNING THE BOARD AND DIRECTOR NOMINEES
BIOGRAPHICAL AND OTHER INFORMATION FOR DIRECTOR NOMINEES
The following tables and notes provide certain information in respect of the nominees for election as directors of Obsidian Energy, including their names, municipalities, provinces and countries of residence, present principal occupations, principal occupations during the last five years, the year in which each became a director of Obsidian Energy (or one of our predecessors), to the extent applicable, and the number of securities of Obsidian Energy beneficially owned or controlled or directed, directly or indirectly, by each nominee as at March 15, 2026.
16 |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
SHANI BOSMAN
Victoria, British Columbia, Canada Age: 56 Independent Director Director Since: May 4, 2022 |
Ms. Bosman is a business strategist and transformational leader with diverse global experience across strategic decision-making processes, corporate transformation, and operational execution. In April 2024, she completed the ICD-Rotman Directors Education Program at the Haskayne School of Business and ICD.D designation. She is currently focused on leading strategic investment and transformation initiatives, and portfolio performance for the mining sector in various global locations. Her boutique independent consulting firm BINGWA Consultants Inc., offered specialty advisory services for new and innovative strategic frameworks, portfolio & long-range business planning, and technical & operational performance execution. Prior to 2021, Ms. Bosman was the Vice President, Corporate Strategy, Performance, Planning & Investor Relations, and held Director roles in Technical Operations & Business and Asset Development at Husky Energy Inc. Ms. Bosman holds an MBA from the Haskayne Business School, University of Calgary, Master's Certificate in Project Management from Mount Royal University and a Bachelor’s Degree in Chemical Engineering from the University of Pretoria, South Africa.
|
||
Ownership |
|||
Shares: Deferred Share Units: |
10,000(1) 44,484(2) |
||
Board / Standing Committee Membership in 2025 |
Attendance |
Attendance (Total) |
|
Board Audit Committee HRG&C Committee |
8/8 |
15/15 (100%) |
|
JOHN BRYDSON
Greenwich, Connecticut, USA Age: 73 Independent Director Director Since: June 4, 2014 |
Mr. Brydson has over 30 years of experience in the financial sector and has occupied senior roles in both major investment and commercial banks. Since 2012, Mr. Brydson has been a private investor. From 2010 until the end of 2012, he was Chairman of a small full-service management consulting firm, Hestan Consulting Group ("HCG"), which he founded. Prior to HCG, Mr. Brydson was a Managing Director with Credit Suisse First Boston, now Credit Suisse ("CS"), from 1995 until 2009, where he was in charge of the Multi-Product Event Trading group. He was also a Managing Director with Lehman Brothers in a similar function from 1983 until he joined CS. The early years of his career were spent as an equity analyst before joining Chase Manhattan Bank ("Chase") in London in 1977. He transferred to the head office in New York in 1980 where he became a Vice President in the Project Finance Group, specializing in international projects in the energy, mining and metals sectors. He left Chase to join Lehman Brothers in 1983. Mr. Brydson holds an Honors Degree in Economics from Heriot-Watt University in Edinburgh, Scotland. Mr. Brydson served over 10 years as the President and a Board Member of The American Friends of Heriot-Watt University, a charitable organization.
|
||
Ownership |
|||
Shares: Deferred Share Units: |
491,571(1) 556,169(2) |
||
Board / Standing Committee Membership in 2025 |
Attendance |
Attendance (Total) |
|
Board Audit Committee HRG&C Committee (Chair) |
7/8 3/3 |
14/15 (93%) |
|
|
|||
17 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
RAYMOND D. CROSSLEY
Calgary, Alberta, Canada Age: 67 Independent Director Director Since: March 6, 2015 |
Mr. Crossley is a financial executive and corporate director. He is the Lead Independent Member of the Alberta Securities Commission and on June 30, 2023, he retired from the position of Chief Financial Officer of the Calgary Health Foundation. Mr. Crossley retired in 2015 from PricewaterhouseCoopers ("PwC") after more than 33 years of service. Mr. Crossley served as an elected member of the Partnership Board (PwC’s governing body), from 2001-2005. From 2005-2011, Mr. Crossley was the Managing Partner of PwC’s Calgary office, and from 2011-2013 was Managing Partner, Western Canada. In this role, he led PwC’s market activities in Western Canada. He holds the ICD.D designation from the Institute of Corporate Directors and is a Fellow Chartered Professional Accountant. He graduated from the University of Western Ontario with a degree in Economics and Political Science.
|
||
Ownership |
|||
Shares: Deferred Share Units: |
4,714(1) 298,753(2) |
||
Board / Standing Committee Membership in 2025 |
Attendance |
Attendance (Total) |
|
Board Audit Committee (Chair) Operations & Reserves Committee |
8/8 5/5 |
17/17 (100%) |
|
Michael J. Faust
Anchorage, Alaska, USA Age: 65 Independent Director Director Since: May 11, 2018 |
Mr. Faust has 34 years of industry, financial and leadership experience within the oil and gas sector, including diverse geological, geophysical and technical reservoir experience spanning many different basins and formations throughout the world. Mr. Faust was the Interim President and Chief Executive Officer of Obsidian Energy from March 18, 2019 to December 4, 2019. Mr. Faust is currently a board member of the now private corporation SAExploration Holdings, Inc., where he was also the President and CEO until December 31, 2021. He was the Vice President, Exploration and Land at ConocoPhillips Alaska, Inc., where he oversaw and managed the company’s exploration organization and strategy in Alaska, was a non-executive director of Parker Wellbore until a recent merger by the company in March of 2025. Mr. Faust earned his Master of Arts degree in Geophysics from the University of Texas at Austin in 1984, after receiving his Bachelor of Science degree in Geology from the University of Washington in 1981. Mr. Faust is a Certified Petroleum Geologist and a member of the American Association of Petroleum Geologists, the Society of Exploration Geophysicists, and served as the President of the Geophysical Society of Alaska from 2001 to 2002.
|
||
Ownership |
|||
Shares: Deferred Share Units: |
58,057(1) 386,737(2) |
||
Board / Standing Committee Membership in 2025 |
Attendance |
Attendance (Total) |
|
Board Operations & Reserves Committee (Chair) HRG&C Committee |
7/8 |
15/16 (94%) |
|
18 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
EDWARD H. KERNAGHAN
Toronto, Ontario, Canada Age: 54 Independent Director Director Since: January 3, 2018 |
Mr. Kernaghan holds a Master of Science Degree from the University of Toronto. He is Senior Investment Advisor of Kernaghan & Partners Ltd., a brokerage firm. He is also President of Principia Research Inc., a research and investment company, and of Kernwood Ltd., an investment holding company. Mr. Kernaghan also sits on the Board of Directors of Exco Technologies Ltd., Black Diamond Group Limited, Roots Corporation and Velan Inc.
|
||
Ownership |
|||
Shares: Deferred Share Units: |
4,113,521(1)(4) 279,285(2) |
||
Board / Standing Committee Membership in 2025 |
Attendance |
Attendance (Total) |
|
Board Operations & Reserves Committee HRG&C Committee |
8/8 |
16/16 (100%) |
|
STEPHEN E. LOUKAS
Rye, New York, USA Age: 48 Director, President & Chief Executive Officer Director Since: May 11, 2018 |
Mr. Loukas is partner, managing member, and portfolio manager at FrontFour Capital Group LLC, a value-based investment management firm. Mr. Loukas was appointed Interim President and Chief Executive Officer of Obsidian Energy on December 5, 2019; on February 23, 2023, he was named President and Chief Executive Officer of Obsidian Energy. Previously, Mr. Loukas held roles at Credit Suisse Securities where he was a Portfolio Manager and Head of Investment Research of the Multi-Product Event Proprietary Trading Group, and at Pirate Capital where he was a senior investment analyst. Mr. Loukas has also worked within the Corporate Finance & Distribution Group of Scotia Capital where he focused on the structuring and syndication of leveraged loans and high yield debt. Mr. Loukas started his career at restructuring advisory firm Zolfo Cooper. Mr. Loukas currently serves as a director of Cominar Real Estate Investment Trust. Mr. Loukas received a B.S. in Finance and Accounting from New York University.
|
||
Ownership |
|||
Shares: Deferred Share Units: |
1,304,546(1)(5) 118,197(2) |
||
Board / Standing Committee Membership in 2025 |
Attendance |
Attendance (Total) |
|
Board(3) |
8/8 |
8/8 (100%) |
|
|
|||
19 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
GORDON RITCHIE
Calgary, Alberta, Canada Age: 73 Independent Chair of the Board Director Since: December 1, 2017 |
Mr. Ritchie retired in 2016, following a career spanning over 37 years with RBC Capital Markets LLC. From 2005 through 2016, Mr. Ritchie served as Vice Chairman, with primary responsibility for many of RBC's top energy clients. During this period Mr. Ritchie led teams completing many of the largest energy M&A and financing transactions in Canada, aggregating in excess of $200 billion. From 2000 through 2005, he served as Managing Director and Head of the Global E&P Energy Group. Before that, Mr. Ritchie spent six years in New York where he served as President and Chief Executive Officer of RBC's U.S. Broker/Dealer Operations (1993 to 1999); was Managing Director of RBC's International Corporate Finance Group based in London, England (1989 to 1993); was Vice President, Corporate Finance in Calgary (1984 to 1988); and Energy Research Analyst (1979 to 1983). Mr. Ritchie was the Chair of the Board of Pipestone Energy Corp. until October 2023 when Pipestone was acquired by Strathcona Resources Ltd. Throughout his career Mr. Ritchie gained extensive experience in research and investment banking in Europe, the United States and Canada. Mr. Ritchie holds an MBA from the University of Western Ontario and a Bachelor of Arts (Economics) from the University of Alberta.
|
||
Ownership |
|||
Shares: Deferred Share Units: |
123,255(1) 378,306(2) |
||
Board / Standing Committee Membership in 2025 |
Attendance |
Attendance (Total) |
|
Board Operations & Reserves Committee Audit Committee (in his capacity as Ex Officio Member) HRG&C Committee (in his capacity as Ex Officio Member) |
8/8 4/4 3/3 |
19/20 (95%) |
|
Notes:
STANDING COMMITTEE COMPOSITIONS
The following table identifies the Board's standing committees and their members as at March 15, 2026.
Director |
Audit Committee |
HRG&C Committee |
Operations & Reserves Committee |
Shani Bosman |
X |
X |
|
John Brydson |
X |
Chair |
|
Raymond D. Crossley |
Chair |
|
X |
Michael Faust |
|
X |
Chair |
Edward H. Kernaghan |
|
X |
X |
Stephen Loukas(1) |
|
|
|
Gordon Ritchie(2) |
|
|
X |
20 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Notes:
DIRECTOR INDEPENDENCE
The Board is responsible for determining whether or not each director and director nominee is independent. In making this determination, the Board applies the definition of "independence" as set forth in National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"). In applying this definition and these standards, the Board considers all relationships of the director and director nominees with Obsidian Energy, including business, family and other relationships. The Board also determines whether each member of Obsidian Energy's Audit Committee is independent pursuant to the requirements of National Instrument 52-110 Audit Committees.
The Board has determined that Mr. Loukas is not independent, as he is the President and Chief Executive Officer of Obsidian Energy. The Board has determined that all other directors and director nominees are independent under the standards of NI 58-101. In addition, all members of the Board's committees have been determined to be independent. All Audit Committee members have been determined to be independent in accordance with National Instrument 52-110 Audit Committees, and pursuant to the Audit Committee mandate.
The following table reflects the determinations made by the Board with respect to the independence of each existing director and each director nominee.
Director |
Management |
Independent |
Not Independent |
Reason for Non-Independence |
Shani Bosman |
|
X |
|
|
John Brydson |
|
X |
|
|
Raymond D. Crossley |
|
X |
|
|
Michael J. Faust |
|
X |
|
|
Edward H. Kernaghan |
|
X |
|
|
Stephen E. Loukas |
X |
|
X |
President and Chief Executive Officer |
Gordon Ritchie |
|
X |
|
|
DIRECTOR ATTENDANCE RECORD
The attendance record of each individual who served as a member of the Board in 2025 for all Board meetings and meetings of standing committees of the Board held in 2025 is set forth below.
Director |
Board |
Audit Committee |
HRG&C Committee |
Operations & Reserves Committee |
Total Meetings Attended |
Shani Bosman |
8 |
4 |
3 |
|
15 |
John Brydson |
7 |
4 |
3 |
|
14 |
Raymond Crossley |
8 |
4 |
|
5 |
17 |
Michael Faust |
7 |
|
3 |
5 |
15 |
Edward H. Kernaghan |
8 |
|
3 |
5 |
16 |
Stephen E. Loukas(1) |
8 |
|
|
|
8 |
Gordon Ritchie(2) |
8 |
|
|
4 |
12 |
21 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Notes:
BOARD AND COMMITTEE MEETINGS
The number of meetings held by the Board and each of the standing committees of the Board in 2025, and the overall attendance at such meetings by all serving directors at the times of such meetings in 2025, is summarized below.
Board/Committee |
Total Meetings |
Overall Attendance |
Board |
8 |
96% |
Audit Committee |
4 |
100% |
HRG&C Committee |
3 |
100% |
Operations & Reserves Committee |
5 |
95% |
OTHER PUBLIC COMPANY BOARD MEMBERSHIPS
The table below sets forth the other reporting issuers for which Obsidian Energy directors and director nominees serve as directors and the stock exchanges on which such issuers are listed.
Director |
Reporting Issuer |
Stock Exchange |
Shani Bosman |
None |
- |
John Brydson |
None |
- |
Raymond D. Crossley |
None |
- |
Michael J. Faust |
None |
- |
Edward H. Kernaghan |
Exco Technologies Ltd. |
TSX |
Black Diamond Group Limited |
TSX |
|
Roots Corporation |
TSX |
|
Velan Inc. |
TSX |
|
Stephen E. Loukas |
Cominar Real Estate Investment |
- |
Gordon Ritchie |
None |
- |
The Strategic Interlocking Board Memberships
As at March 15, 2026, none of the director nominees serve together as directors on the boards of other reporting issuers.
REMUNERATION OF DIRECTORS
OVERVIEW OF DIRECTOR REMUNERATION PROGRAM
The Board, through the HRG&C Committee, is responsible for developing and implementing the directors' compensation program. The main objectives of the directors' compensation program are to:
22 |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Unlike compensation for Obsidian Energy's executive officers, the remuneration plan for Non-Management Directors is not designed to pay for performance. As such, as of January 1, 2023, Non-Management Directors receive annual retainers for their services to help ensure unbiased decision-making (payment of meeting fees were terminated as of December 31, 2022). Share ownership, required through ownership guidelines, serves to align the directors' interests with the interests of the Shareholders. Consistent with this philosophy, Non-Management Directors are not eligible for RSUs or PSUs under the Award Plan, and do not participate in Obsidian Energy's Employee Retirement/Savings Plan and to date, have not been allocated any options under the Stock Option Plan. In addition, Non-Management Directors participate in the DSU Plan pursuant to which they receive a portion of their compensation in the form of DSUs, which are not redeemable until after a Non-Management Director has retired from the Board. When redeemed, each DSU entitles the holder to a payment equal to the then current cash equivalent of the market price per Share, as calculated in accordance with the DSU Plan, thereby forming an additional alignment between directors' interests and remuneration and the interests of Shareholders and Shareholder returns. Management Directors (i.e. Mr. Loukas) are not eligible to participate in the DSU Plan. As noted above, the Board may grant Options as a component of compensation for key personnel, including Non-Management Directors in the future, provided that the total number of Options granted to Non-Management Directors will never exceed 1.0% of the outstanding Shares and the value of Options granted to any single Non-Management Director during a calendar year will not exceed $100,000. The Board believes that granting Options to Non-Management Directors within these limited parameters will create further alignment between directors' interests and remuneration and the interests of Shareholders and Shareholder returns.
Summary of the Non-Management Director Remuneration Program
The following table summarizes the fee structure for Non-Management Directors of Obsidian Energy effective May 7, 2025 and as at March 15, 2026.
Annual Retainer for the Board Chair |
$250,000(1) |
Annual Retainer for each Board member other than the Board Chair |
$200,000(1) |
Annual Retainer for Audit Committee Chair |
$20,000 |
Annual Retainer for each of the Chairs of the HRG&C Committee and Operations & Reserves Committee |
$15,000 |
Travel Expenses (per instance)(2) |
Applicable Cost |
Notes:
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Management Director Compensation
Management Directors (currently being Mr. Loukas) do not receive any retainers, fees or other remuneration in their capacities as directors of Obsidian Energy. For information on the compensation received by Mr. Loukas in 2025 in his capacity as President and Chief Executive Officer of Obsidian Energy, see "Compensation Discussion & Analysis – Executive Compensation Data".
Procedure for Review of Director Compensation Program
The HRG&C Committee performs an annual review of Obsidian Energy's director remuneration program to ensure that such program continues to achieve the objectives listed above, as well as to assess the continued appropriateness of such objectives. The HRG&C Committee formulates and makes recommendations to the Board regarding the form and amount of remuneration for directors, and the Board establishes the form and amount of compensation for directors based on these recommendations. On May 6, 2025, the Board approved an amendment to the Non-Management Director Remuneration Program, effective May 7, 2025, as set forth above.
Under the DSU Plan, DSUs are granted by Obsidian Energy to Non-Management Directors, providing rights to receive, on a deferred payment basis, a cash payment based on the volume weighted average trading price of the Shares on the TSX for the five trading days immediately preceding the date of payment. Management Directors (i.e. Mr. Loukas) are not eligible to participate in the DSU Plan.
A director's remuneration that is required and/or elected to be received in the form of DSUs is referred to as "Deferred Remuneration". Obsidian Energy credits DSUs in respect of Deferred Remuneration to a director's account on the date that the director's Deferred Remuneration would otherwise be payable. The number of DSUs to be credited is determined by dividing the amount of the Deferred Remuneration by the volume weighted average trading price of the Shares on the TSX for the five trading days immediately preceding the date the DSUs are credited. DSUs are issued in lieu of cash payments to the director on the grant date.
Purpose of the DSU Plan: The purpose of the DSU Plan is to: (i) promote a greater alignment of interests between Non-Management Directors of Obsidian Energy and the Shareholders by providing a means to accumulate a meaningful financial interest in Obsidian Energy that is commensurate with the responsibility, commitment and risk of Non-Management Directors; (ii) provide a compensation plan that is competitive and rewards long-term success of Obsidian Energy as measured in Total Shareholder Returns for Obsidian Energy; and (iii) assist Obsidian Energy's ability to attract and retain qualified individuals with the experience and ability to serve as Non-Management Directors.
DSU Grants: In 2021, the DSU Plan provided that:
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For information regarding the Share ownership requirements for directors, see "Remuneration of Directors - Director Equity Ownership Requirements".
Treatment of Dividends: When dividends are paid on Shares, additional DSUs are credited to a director's account as of the dividend payment date, based on the aggregate dollar amount of the dividends notionally payable in respect of such number of Shares as is equal to the number of DSUs credited to the director's account on the dividend payment date, divided by the volume weighted average trading price of the Shares on the TSX for the five trading days immediately preceding the dividend payment date.
Vesting: DSUs vest immediately upon being credited to a director's account.
Maturity Date for DSUs: A director is not entitled to receive payment of any amount for DSUs credited to his or her account until following that director's retirement from all positions with Obsidian Energy, or where a director has (except as a result of death) otherwise ceased to hold any positions with Obsidian Energy. Upon a director retiring or ceasing to hold any position with Obsidian Energy, all DSUs credited to the director's account will be redeemed by Obsidian Energy as of the maturity date, being December 1st of the calendar year immediately following the year in which the retirement or cessation occurred or such earlier date following the retirement or cessation as elected by the director by notice to Obsidian Energy (either such date, the "Maturity Date"). Special rules apply with respect to determination of the maturity date for directors who are United States taxpayers or where the U.S. Internal Revenue Code of 1986, as amended, otherwise applies.
Payment on Maturity: A director is not entitled to receive any amount prior to his or her Maturity Date (as described above). Within ten calendar days following the Maturity Date, Obsidian Energy will make a lump sum cash payment, net of any applicable withholdings, to the director equal to the number of DSUs credited to the director's account as of the date of retirement or cessation, multiplied by the volume weighted average trading price of the Shares on the TSX for the five trading days immediately preceding the Maturity Date.
Payment on Death: If a director dies while in office with Obsidian Energy but before the Maturity Date, Obsidian Energy will, within 90 days of the date of death, make a lump sum cash payment to the director's legal representative in an amount equal to the number of DSUs credited to the director's account as of the date of death multiplied by the volume weighted average trading price of the Shares on the TSX for the five trading days immediately preceding the date of death.
Administration of the DSU Plan: Subject to the HRG&C Committee reporting to the Board on all matters relating to the DSU Plan and obtaining approval of the Board for those matters required by the HRG&C Committee’s mandate, the DSU Plan is administered by the HRG&C Committee.
DIRECTOR EQUITY OWNERSHIP REQUIREMENTS
Obsidian Energy's Director and Executive Share Ownership Policy (the "Equity Ownership Policy"), which was last amended by the Board on March 6, 2018, provides that: (a) each Non-Management Director, other than the Board Chair, is required to meet and maintain ownership of a minimum value of Shares representing at least three times the Non-Management Director’s total annual retainer within a period expiring five years from the date they join the Board; and (b) the Board Chair is required to meet and maintain ownership of a minimum value of Shares representing at least three times the Board Chair's total annual retainer within a period expiring five years from the date of appointment as Board Chair. The table
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below summarizes the minimum Share ownership requirements applicable to Non-Management Directors.
Category of Non-Management Director |
Share Ownership Required |
Board Chair |
Number of Shares having the value of 3 times annual retainer of the Board Chair |
Director (other than Board Chair) |
Number of Shares having the value of 3 times annual retainer of the Director (other than the Board Chair) |
In calculating ownership status, all Shares owned, directly or indirectly, by the director, as reported on SEDI, are included. In addition, any DSUs held by the director, are included in the calculation of Shareholdings, as reported on SEDI.
As at March 15, 2026, each director either: (a) holds, indirectly or directly; or (b) remains within the applicable period to accumulate; the requisite number of Shares as required under the Equity Ownership Policy. For more information regarding the Directors' equity holdings, see the table under "Director Equity Ownership" below. For information regarding the minimum equity ownership requirements for Obsidian Energy's executives, see "Compensation Discussion & Analysis – Executive Equity Ownership Requirements".
Director Equity Ownership
The following table summarizes the Shares beneficially owned or controlled or directed, directly or indirectly, by each Non-Management Director of Obsidian Energy and investment-at-risk statistics for each Non-Management Director of Obsidian Energy as at March 15, 2026.
Director |
Shares |
DSUs |
Total Equity |
Value at Risk as multiple of Annual Board retainer(4) |
Complies with Director Equity Ownership Requirement(5) |
Shani Bosman |
10,000 |
44,484 |
54,484 |
3.2 |
Yes |
John Brydson |
491,571 |
556,169 |
1,047,740 |
61.2 |
Yes |
Raymond Crossley |
4,714 |
298,753 |
303,467 |
17.7 |
Yes |
Michael Faust |
58,057 |
386,737 |
444,794 |
26.0 |
Yes |
Edward H. Kernaghan |
3,862,519 |
279,285 |
4,392,806 |
256.5 |
Yes |
Gordon Ritchie |
123,255 |
378,306 |
501,561 |
23.4 |
Yes |
Average value at risk as multiple of annual retainer: |
64.7 |
||||
Total value at risk as multiple of total annual retainers: |
63.0 |
||||
Notes:
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DIRECTOR REMUNERATION DATA
Director Compensation Table
The following table and related notes disclose all amounts and forms of compensation provided to the individuals who served as Non-Management Directors of Obsidian Energy in 2025.
Name |
Fees earned(1) ($) |
Share-based awards(2) ($) |
Option-based awards(3) ($) |
Non-equity incentive plan compensation(4) ($) |
Pension value(5) ($) |
All other compensation(6) ($) |
Total ($) |
Shani Bosman |
- |
170,055 |
N/A |
N/A |
N/A |
Nil |
170,055 |
John Brydson |
- |
185,055 |
N/A |
N/A |
N/A |
Nil |
185,055 |
Raymond Crossley |
105,027 |
85,027 |
N/A |
N/A |
N/A |
Nil |
190,054 |
Michael Faust |
92,527 |
92,527 |
N/A |
N/A |
N/A |
Nil |
185,054 |
Edward Kernaghan |
18,750 |
151,305 |
N/A |
N/A |
N/A |
Nil |
170,055 |
Gordon Ritchie |
103,777 |
116,277 |
N/A |
N/A |
N/A |
Nil |
220,054 |
Total |
320,081 |
800,246 |
|
|
|
|
|
Notes:
Outstanding Share-Based Awards and Option-Based Awards
Applicable Canadian securities legislation defines a "share-based award" as an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock. As of January 1, 2011, Obsidian Energy adopted the DSU Plan, which allows for the grant of DSUs to Non-Management Directors of Obsidian Energy. DSUs fall within the definition of "share-based award". For more information regarding the DSU Plan, see "Remuneration of Directors – Deferred Share Unit Plan". Applicable Canadian securities legislation defines an "option-based award" as an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. Obsidian Energy has not granted any "option-based awards" to our Non-Management Directors since 2007 but may in the future given the approval of the amended Stock Option Plan in 2020. The Board commenced the use of Option grants as a component of compensation for key personnel in 2021 and may elect to use them for Non-Management Directors in the future, subject to certain limitations.
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The following table sets forth information regarding all share-based awards and option-based awards outstanding as at December 31, 2025 that were held by each individual who was serving as a Non-Management Director on such date.
Name |
Option-based Awards |
Share-based Awards |
|||||
Number of Shares underlying unexercised Options (#)(1) |
Option exercise price ($) |
Option expiration date |
Value of unexercised in-the-money Options ($) |
Number of share-based awards that have not vested (#) |
Market or payout value of share-based awards that have not vested ($) |
Market or payout value of vested share-based awards not paid out or distributed |
|
Shani Bosman |
N/A |
N/A |
N/A |
N/A |
Nil |
N/A |
374,555 |
John Brydson |
N/A |
N/A |
N/A |
N/A |
Nil |
N/A |
4,682,943 |
Raymond Crossley |
N/A |
N/A |
N/A |
N/A |
Nil |
N/A |
2,515,500 |
Michael Faust |
N/A |
N/A |
N/A |
N/A |
Nil |
N/A |
3,256,326 |
Edward Kernaghan |
N/A |
N/A |
N/A |
N/A |
Nil |
N/A |
2,351,580 |
Gordon Ritchie |
N/A |
N/A |
N/A |
N/A |
Nil |
N/A |
3,185,337 |
Notes:
Incentive Plan Awards – Value Vested or Earned During the Year
The following table and related notes set forth the value of the DSUs that vested in 2025 under the DSU Plan that were held by each individual who served as a Non-Management Director in 2025. For details regarding the DSU Plan, see "Remuneration of Directors – Deferred Share Unit Plan". Obsidian Energy did not grant any "option-based awards" or "non-equity incentive plan" compensation to its Non-Management Directors in 2025.
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Name |
Option-based awards – Value vested during the year ($)(1) |
Share-based awards – Value vested during the year ($)(2) |
Non-equity incentive plan compensation – Value earned during the year ($)(3) |
Shani Bosman |
N/A |
170,020 |
N/A |
John Brydson |
N/A |
185,014 |
N/A |
Raymond Crossley |
N/A |
85,010 |
N/A |
Michael Faust |
N/A |
92,519 |
N/A |
Edward Kernaghan |
N/A |
151,276 |
N/A |
Gordon Ritchie |
N/A |
116,262 |
N/A |
Notes:
OTHER BOARD INFORMATION
BOARD AND DIRECTOR PERFORMANCE ASSESSMENT
The HRG&C Committee annually assesses the performance of the entire Board and each of the directors. To assist in this process, each year the HRG&C Committee makes use of one or more of the following, which are reviewed and, if necessary, revised, on an annual basis:
When completing the self-assessment skills/expertise matrix, each director is asked to indicate their self-assessment of expertise in the skill/expertise categories using the scale reflected below:
Category of Skill/Expertise |
Self-Assessment Scale |
1. Oil and Gas Experience (technical oil and gas expertise, with particular focus on exploration and production) 2. Capital Markets (particularly global debt and equity markets) 3. Financial acumen or financial expert (including financial accounting and reporting, internal financial controls and taxation) 4. Commodities Marketing 5. Risk Management 6. Compensation and Human Resources 7. Health, Safety and Environmental 8. Public Sector Experience (including government, regulatory organizations or non-governmental organizations) 9. Public/Community Relations |
1 - Limited to no experience or expertise in specified area 2 - General experience or expertise in specified area 3 - Advanced degree of experience or expertise in specified area |
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Category of Skill/Expertise |
Self-Assessment Scale |
10. Chief Executive Officer / Senior Officer Experience with significant public or private company 11. Corporate Governance 12. ESG experience 13. Legal |
|
Typically, every member of the Board completes a Board performance assessment survey, the individual director peer feedback survey and the individual director self-assessment skill/expertise matrix. This approach allows directors to provide feedback regarding the effectiveness and performance of the Board, and to discuss the respective contributions and performance of each Non-Management Director based on a number of factors and characteristics. For 2025, the Board completed each of the surveys.
DIRECTOR ORIENTATION AND EDUCATION
Director Orientation Program
The Board provides new directors with director orientation materials consisting of various background documents of Obsidian Energy, provides access to all material corporate records, prior Board materials and the Board's manual. Obsidian Energy's director orientation program also includes a one-day session of management presentations and meetings providing specific information on various areas of Obsidian Energy's business and matters relating to the Board. New directors are also encouraged to attend committee meetings, regardless of membership, as part of their orientation process. The Board's strategy session also serves as a useful orientation tool.
Director Continuing Education
Obsidian Energy has adopted Governance Guidelines that provide that, among other things, with the approval of the HRG&C Committee or its designee, directors may, at the expense of Obsidian Energy, participate in continuing education programs that are designed to maintain or enhance their skills and abilities as directors or to enhance their knowledge and understanding of Obsidian Energy's business and operations. In addition to more formal continuing education programs, senior management strives to provide ongoing education and information for the Board, including the following:
In addition, all directors have a standing invitation to attend all committee meetings, regardless of membership, and are encouraged to attend at least one meeting of each committee per year.
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BOARD MEMBERSHIP IN 2025
Seven (7) individuals served as directors of Obsidian Energy for the entire 2025 financial year, being Messrs. Brydson, Crossley, Faust, Kernaghan, Loukas and Ritchie and Ms. Bosman.
OTHER DISCLOSURES FOR DIRECTOR NOMINEES
To the knowledge of management of Obsidian Energy, no proposed director of Obsidian Energy (nor any personal holding company of any such persons):
except with respect to those Orders described at the end of this section;
To the knowledge of management of Obsidian Energy, no proposed director (or personal holding company of any proposed director) has been subject to:
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Mr. Gordon Ritchie was a director of Gemini Corporation ("Gemini"), a reporting issuer listed on the TSX Venture Exchange, from November 2012 to December 2016, and again from May 2017 to April 2018. In April 2018, Gemini’s senior secured creditor ATB Financial applied to the Alberta Court of Queen’s Bench for a receivership order, which was granted on April 19, 2018. FTI Consulting Canada Inc. was appointed as receiver and manager of all the company’s current and future assets, undertakings and properties. The shares of Gemini were officially cease-traded on May 4, 2018 and all of the company’s board of directors and officers resigned concurrently with the appointment of the Receiver.
Mr. Michael J. Faust was a Director and President and Chief Executive Officer of SAExploration Holdings, Inc. ("SAEX"), and a number of its subsidiaries, which, at the time was a publicly-traded company on the OTC Markets Pink Open Market, and four wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on August 27, 2020 (the "Restructuring"). SAEX and its subsidiaries continued to operate their businesses and manage their properties as debtors in possession and emerged from bankruptcy on December 18, 2020 further to the December 10, 2020 Confirmation Order entered by United States Bankruptcy Court, Southern District of Texas, Houston Division, approving the Debtors’ Second Amended Chapter 11 Plan of Reorganization. SAEX completed the Restructuring and emerged as a privately held company. Mr. Faust remains a member of the Board of Directors of this private company.
COMPENSATION DISCUSSION & ANALYSIS
OBJECTIVE OF EXECUTIVE COMPENSATION DISCLOSURE
The following disclosure is intended to provide insight into our executive compensation as a key aspect of the overall stewardship and governance of Obsidian Energy, and to help investors understand how decisions about executive compensation are made at Obsidian Energy particularly in the context of the Corporation’s long-term strategy.
Shareholders have an opportunity to participate in a non-binding 'say on pay' advisory vote with respect to Obsidian Energy's approach to executive compensation, as disclosed in this Information Circular. This is just one way Obsidian Energy engages our Shareholders and seeks input on our compensation practices. Obsidian Energy regularly engages with and welcomes feedback from Shareholders on this and other matters and considers this feedback in determining appropriate executive compensation and pay for performance metrics going forward.
IDENTIFICATION OF NAMED EXECUTIVE OFFICERS
Obsidian Energy's Named Executive Officers ("NEOs") are the individuals who served as Obsidian Energy's Chief Executive Officer, Chief Financial Officer and the Corporation’s three other most highly compensated executive officers in 2025. The NEOs and the positions held by each of them in 2025 are listed below:
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Stephen Loukas |
|
President and Chief Executive Officer |
Peter Scott |
|
Senior Vice President and Chief Financial Officer |
Gary Sykes |
|
Senior Vice President, Commercial & Development |
Cliff Swadling |
|
Vice President, Operations |
Mark Hawkins |
|
Vice President, Legal, General Counsel & Corporate Secretary |
APPROACH TO EXECUTIVE COMPENSATION
Obsidian Energy's executive compensation philosophy is to pay for performance. To that end, Obsidian Energy's total compensation program for executives is designed toward equity-based compensation, which inherently links a significant portion of each executive's compensation with Total Shareholder Return. The design also considers individual and organizational performance while striving for market-competitive pay and the ability to attract new and retain existing highly qualified and talented executives. Compensation practices, including the blend of base salary and short and long-term incentives, are regularly assessed to ensure that they are competitive, reflect appropriate ties to individual, business unit and organizational performance, and support Obsidian Energy's long-term strategies.
An important element of Obsidian Energy's compensation philosophy is a belief that employees at more senior levels of the organization have a greater degree of influence on both departmental and overall organizational performance. As a result, Obsidian Energy's executive officers, including the NEOs, have a greater proportion of their annual incentive awards based on organizational performance and success, while incentive compensation for employees at less senior levels has a more significant weighting on individual performance.
Executive Compensation Objectives
Obsidian Energy’s total compensation program uses fixed and variable compensation, as well as employee group benefits, based on organizational and individual performance and marketplace peer practices.
The objectives of Obsidian Energy's total compensation program for our NEOs are as follows:
Executive Compensation Overview
The table below describes the elements of Obsidian Energy's 2025 executive compensation program:
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Element |
Nature |
Description |
Base Salary |
Fixed |
Compensates executives for their level of accountability and skills.
|
Short-Term Incentive Plan (STIP): |
Variable |
Rewards executives for organizational and individual performance in achieving annual financial and operational objectives.
Awards are determined based on a combination of corporate and individual performance with a payout range of 0% to a maximum payout of 200% of target short-term incentive.
|
Long-Term Incentive Plan (LTIP):
Performance Share Units (PSU)(2)
Restricted Share Units (RSU)(3)
Stock Options(4) |
Variable
|
Rewards executives for creating Shareholder value and achieving specific financial and operational results.
Future payout in either cash or Shares between 50% and 150% contingent upon shareholder returns over the performance period of three years.
Future payments in either cash or Shares based on the value of an Obsidian Energy Share at the time of vesting. Each grant of RSUs vests one-third per year over three years.
Value is realized as the price of Shares exceeds that of the stock option grant price. Awards vest one-quarter per year over four years and expire at five years.
|
Benefits and Perquisites: |
Fixed |
Rewards executives for creating long-term Shareholder value while providing a more risk conscious and affordable alternative to a pension plan for Obsidian Energy. NEOs participate in the Savings Plan on the same terms as all other employees.
NEOs can contribute up to 10% of salary which is matched 1x by Obsidian Energy. In order to receive the full 1x match, at least 5% of their contribution must be directed towards the purchase of Obsidian Energy Shares. The remaining 5% can be directed towards the purchase of Obsidian Energy Shares or directed to an interest savings account.
|
Other Benefits/Perquisites |
Fixed |
Group benefits plan for all employees. Executive health assessments for NEOs and any other executives. Paid parking for NEOs and others. |
Notes:
We continually look at our approach to executive compensation to ensure it is competitive with our industry peers and aligns the interests of management with those of Shareholders.
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EXECUTIVE COMPENSATION PEER GROUP AND BENCHMARKING
Each year, the total compensation for the NEOs is reviewed by the HRG&C Committee and compared to the total compensation for executives holding similar positions with members of a peer group of comparator organizations (the "Executive Compensation Peer Group"). In identifying the Executive Compensation Peer Group each year, emphasis is placed on Canadian-based organizations, specifically those operating within the exploration and production sector of the energy industry and exhibiting comparable size, operations, corporate ownership structure and business complexity, and with whom we compete for executive talent.
Based mainly on the above criteria, a peer group of entities is identified and compensation data regarding the comparator entities is used as a factor in the review and consideration of appropriate levels and composition of compensation for Obsidian Energy's executives.
Obsidian Energy targets total compensation for executive officers at the median of the Executive Compensation Peer Group and above for those who achieve superior individual performance and assist Obsidian Energy in achieving superior organizational performance. The HRG&C Committee uses data regarding the Executive Compensation Peer Group as a guideline and applies discretion in making compensation recommendations to the Board in conjunction with other considerations, particularly individual and organizational performance.
Following is the list of entities comprising the Executive Compensation Peer Group selected to assess Obsidian Energy's 2025 total compensation for executives:
1. Athabasca Oil Corp. 2. Bonterra Energy Corp. 3. Cardinal Energy Ltd. 4. Greenfire Resources Ltd. 5. Headwater Exploration Inc. 6. Kelt Exploration Ltd. |
7. Paramount Resources Ltd. 8. Rubellite Energy Corp. 9. Saturn Oil & Gas Inc. 10. Spartan Delta Corp. 11. Surge Energy Inc. 12. Tamarack Valley Energy Ltd. |
In addition to the general considerations identified above, Obsidian Energy applied the following key principles when developing our Executive Compensation Peer Group for 2026:
In reviewing the Executive Compensation Peer Group for 2026, the Board determined that the following companies were no longer suitable and replaced them with more comparable organizations.
2026 Executive Compensation Peer Group |
Companies removed from 2025 Peer Group for 2026 |
Athabasca Oil Corp. |
Greenfire Resources Ltd. |
Baytex Energy Corp.* |
Kelt Exploration Ltd. |
Bonterra Energy Corp. |
|
Cardinal Energy Ltd. |
|
Headwater Exploration Inc. |
|
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
2026 Executive Compensation Peer Group |
Companies removed from 2025 Peer Group for 2026 |
InPlay Oil Corp.* |
|
Logan Energy Corp.* |
|
Paramount Resources Ltd. |
|
Rubellite Energy Corp. Saturn Oil & Gas Inc. |
|
Spartan Delta Corp. |
|
Surge Energy Inc. |
|
Tamarack Valley Energy Ltd. |
|
*Companies added to 2026 Executive Compensation Peer Group
EXECUTIVE COMPENSATION DECISIONS FOR 2025
Base Salary Decisions for 2025
Base salaries are reviewed annually by the HRG&C Committee, taking into account:
Annual base salaries are recommended by the HRG&C Committee and approved by the Board early in each calendar year.
The HRG&C Committee reviewed the annual total compensation for each of the NEOs, and based on Executive Compensation Peer Group data, market conditions and internal equity, recommended the changes in base salary for the NEOs noted below. The Board, including our independent members, approved these recommendations.
The following table reflects the 2025 base salary decisions of the Board with respect to the NEOs. Further information is provided in the "Summary Compensation Table" under "Compensation Discussion & Analysis - Executive Compensation Data".
Name |
2025 Annual |
% Increase to 2025 Annual Base Salary |
Stephen Loukas |
530,000 |
0.95% |
Peter Scott |
385,000 |
0% |
Gary Sykes |
340,000 |
3.03% |
Cliff Swadling |
315,000 |
3.28% |
Mark Hawkins |
310,000 |
3.33% |
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Cash Bonus Decisions for 2025
Each year, executive cash bonuses are independently reviewed and recommended by the HRG&C Committee and determined by the independent members of the Board, considering the following factors:
The HRG&C Committee and the Board exercise discretion in assessing overall performance to ensure that cash bonus awards are not unduly influenced by an unusual result in any one given area, and to allow for recognition of unanticipated results in areas that might not be reflected by the pre-determined corporate performance measures. Obsidian Energy's approach to cash bonuses for executives, with our relationship to overall corporate performance, emphasizes a "team" approach to success. Cash bonuses do, however, also reflect a consideration of individual performance.
Obsidian Energy’s annual cash incentive plan rewards NEOs based on actual performance achieved versus the approved annual targets in each of the corporate and individual annual incentive plan components.
For the NEOs, corporate performance at target accounts for 75% of their STIP award and individual performance at target accounts for 25% of the STIP award. The maximum annual bonus potential is capped at 200% of the STIP target. The Board, upon the recommendation of the HRG&C Committee, can use discretion to increase or decrease the STIP awards in light of Obsidian Energy’s actual performance for the year and any extenuating circumstances.
Measuring Corporate Performance
The HRG&C Committee sets financial and operational goals and measures early in the year based on business objectives, management’s recommendations and market conditions. Each measure has a weighting and minimum (minimum level of performance required to be eligible for cash bonus), target and maximum (level of performance at which incentive award is capped) achievement levels.
Following the conclusion of the year, the HRG&C Committee assesses actual corporate performance based on performance outcomes and assigns a score for each measure. Based on such assessment, corporate component ranges from 0 to 150% of the STIP target.
Measuring Individual Performance
Individual performance is based on how well each NEO performs in their role and achieves goals set at the beginning of the performance year. The individual component ranges from 0 to 50% of the STIP target based on the assessment of individual performance.
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Performance Assessment for 2025
In 2025, Obsidian Energy continued to focus on a culture of high performance and continuous improvement. The following table identifies the performance measures the HRG&C Committee and the Board used to evaluate and assess our corporate performance in 2025, and their assessment of how we performed in 2025 relative to these performance measures. The performance measures focused on four key areas - values, delivery, sustainability and relative share price performance. Each focus area includes key measures relevant to that area.
For 2025, considering Obsidian Energy’s significant and transformational disposition of its operated Pembina assets in April 2025 and subsequent sale of the InPlay Oil Corp. common shares received as partial consideration (collectively, the "Pembina Disposition"), and in the context of commodity price volatility throughout 2025 and the remaining entity post Pembina Disposition, the HRG&C Committee recommended, and the Board agreed, to base the delivery metrics of Net Operating Costs, G&A, and Production, on corporate performance over the second half of 2025. The remaining metrics were measured over the entirety of 2025, with the reserves metrics being adjusted for the Pembina Disposition. The Board, on the recommendation of the HRG&C Committee, elected to award a discretionary score of 41% out of a possible 60% for these delivery performance measures to recognize the significant accomplishments not recognized in the scorecard, such as the completion of the Pembina Disposition at a very attractive sale price, the significant reduction of our debt using the Pembina Disposition sale proceeds, the significant reduction of our asset retirement obligations as a result of the Pembina Disposition, the purchase of the maximum number of Shares possible under our NCIB at a very attractive / accretive average per Share price, the refinancing of our senior notes at a lower interest rate and the outperformance of our 2025 year-end reserve metrics in all categories. The total corporate score of 110% reflects a decrease from 2024 (118%) and from 2023 (142%).
Corporate Goals – Year End |
Weighting |
Minimum |
Target |
Maximum |
Year End |
Score |
Contribution |
Values Total Recordable Injury Frequency Lost Time Injury Frequency Pipeline failures per 1,000 kms of pipe |
15% 5%
5% 5% |
0.50
0.20 1.00
|
0.35
0.00 0.70 |
0.20
0.00 0.50 |
0.42
0.00 0.23 |
3%
10% 10% |
23%
|
Delivery H2 2025 Net Operating Costs ($)(2) H2 2025 G&A ($) H2 2025 Production (boe/d, annual average) |
20% 7.5% 5% 7.5% |
$74.3M $10.9M 27,100 |
$70.8M $10.4M 27,700 |
$67.3M $9.9M 28,300 |
$76.8M $10.0M 27,644 |
0% 9% 7% |
16% |
Sustainability Reserves Replacement (1P)(3) Reserves Replacement (2P)(3)
|
15% 7.5% 7.5%
|
105% 160%
|
125% 180%
|
145% 200%
|
198% 249%
|
15% 15%
|
30% |
Share Price Relative Shareholder Return(4) |
20% |
9th out of 13 |
6th out of 13 |
3rd out of 13 |
12th out of 13 |
0% |
0% |
Board Discretion |
30% |
|
41% |
41% |
|||
Corporate Performance Score |
|
110% |
|||||
Notes:
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
2025 Cash Bonus Awards
The table below displays the cash bonus awards for the NEOs for 2025 performance as determined by the Board on February 18, 2026.
Name |
Actual Bonus Award |
Stephen Loukas |
667,500 |
Peter Scott |
476,400 |
Gary Sykes |
286,500 |
Cliff Swadling |
246,300 |
Mark Hawkins |
180,700 |
PSU, RSU and Stock Option Grant Decisions for 2025
In 2025, pursuant to the Award Plan and the Stock Option Plan, employees, including the NEOs, may be provided with an initial grant of PSUs, RSUs and Options, respectively, upon their commencement of service, as a competitive tool for employee attraction and retention as well as long-term incentive. PSUs, RSUs and Options may also be granted from time to time in connection with the promotion of an employee, including a NEO. Additional PSUs, RSUs and Options are also granted annually to certain employees, including the NEOs, as a long-term incentive and retention tool. These annual grants of PSUs, RSUs and Options are assessed by the HRG&C Committee each year beginning with a review of recommendations from management. In determining long-term incentive grants to NEOs, the HRG&C Committee and the Board consider market data from Laulima Consulting Inc. (“Laulima”) regarding anticipated awards by members of the Executive Compensation Peer Group under similar equity-based plans for similar executive positions and responsibilities, as well as overall corporate performance in the prior year and each executive's individual skills and capabilities. The HRG&C Committee and the Board also consider previous PSU, RSU and Option grants made to NEOs when considering new PSUs, RSUs and Option grants.
The mix of PSUs, RSUs and Options rewards executives for creating Shareholder value and achieving specific financial and operational results. NEOs will only realize value from Options when the share price exceeds the grant price over a sustained period of time. Any payout from the PSUs is dependent on shareholder return metrics over a three year period. Proceeds from the RSU grant will be directly linked to the share price at the time of vesting.
The PSUs, RSUs and Options granted to each of the NEOs are reflected in the following tables, as well as in the "Summary Compensation Table" under "Compensation Discussion & Analysis – Executive Compensation Data".
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
PSUs
Name |
Number of PSUs Granted in 2025 |
Grant Date Fair Value of PSUs Granted(1) |
Grant Date |
Vesting Date |
Stephen Loukas |
113,000 |
849,760 |
March 5, 2025 |
Conditional(2) |
1,100 |
8,316 |
March 18, 2025 |
||
36,400 |
240,968 |
April 22, 2025 |
||
Peter Scott |
26,900 |
202,288 |
March 5, 2025 |
December 31, 2027 |
5,100 |
38,556 |
March 18, 2025 |
||
Gary Sykes |
48,300 |
363,216 |
March 5, 2025 |
December 31, 2027 |
2,600 |
19,656 |
March 18, 2025 |
||
Cliff Swadling |
40,600 |
305,312 |
March 5, 2025 |
December 31, 2027 |
3,400 |
25,704 |
March 18, 2025 |
||
Mark Hawkins |
37,900 |
285,008 |
March 5, 2025 |
December 31, 2027 |
3,300 |
24,948 |
March 18, 2025 |
Notes:
RSUs
Name |
Number of RSUs Granted in (or in respect of) 2025 |
Grant Date Fair Value of RSUs Granted(1) |
Grant Date |
Vesting Date |
Stephen Loukas |
56,500 |
424,880 |
March 5, 2025 |
Conditional(2) |
600 |
4,536 |
March 18, 2025 |
||
18,200 |
120,484 |
April 22, 2025 |
||
Peter Scott |
13,400 |
100,768 |
March 5, 2025 |
One-third each on March 5, 2026-2028 |
2,500 |
18,900 |
March 18, 2025 |
One-third each on March 18, 2026-2028 |
|
Gary Sykes |
24,100 |
181,232 |
March 5, 2025 |
One-third each on March 5, 2026-2028 |
1,300 |
9,828 |
March 18, 2025 |
One-third each on March 18, 2026-2028 |
|
Cliff Swadling |
20,300 |
152,656 |
March 5, 2025 |
One-third each on March 5, 2026-2028 |
1,700 |
12,852 |
March 18, 2025 |
One-third each on March 18, 2026-2028 |
|
Mark Hawkins |
18,900 |
142,128 |
March 5, 2025 |
One-third each on March 5, 2026-2028 |
1,700 |
12,852 |
March 18, 2025 |
One-third each on March 18, 2026-2028 |
Notes:
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Stock Options
Name |
Number of Options Granted in 2025 |
Grant Date Fair Value of Options Granted(1) ($) |
Grant Date |
Grant Price |
Expiry Date |
Stephen Loukas |
113,000 |
402,280(2) |
March 5, 2025 |
7.52 |
Conditional(7) |
1,100 |
3,916(3) |
March 18, 2025 |
7.56 |
||
36,400 |
110,292(4) |
April 22, 2025 |
6.62 |
||
Peter Scott |
26,900 |
124,009(5) |
March 5, 2025 |
7.52 |
March 5, 2030 |
5,100 |
22,542(6) |
March 18, 2025 |
7.56 |
March 18, 2030 |
|
Gary Sykes |
48,300 |
222,663(5) |
March 5, 2025 |
7.52 |
March 5, 2030 |
2,600 |
11,492(6) |
March 18, 2025 |
7.56 |
March 18, 2030 |
|
Cliff Swadling |
40,600 |
187,166(5) |
March 5, 2025 |
7.52 |
March 5, 2030 |
3,400 |
15,028(6) |
March 18, 2025 |
7.56 |
March 18, 2030 |
|
Mark Hawkins |
37,900 |
174,719(5) |
March 5, 2025 |
7.52 |
March 5, 2030 |
3,300 |
14,586(6) |
March 18, 2025 |
7.56 |
March 18, 2030 |
Notes:
2025 PSUs
The table below identifies the current corporate performance measures, payout multipliers, payout multiplier weightings and method of calculating the performance factor ("PF") for the PSUs granted in 2025 (the "2025 PSUs"), which vest on December 31, 2027 and for which the performance period is the three-year period ended December 31, 2027.
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Corporate Performance Measures |
Payout Multipliers ("PM") |
Weighting |
Weighted PM |
Total Shareholder Return(1) for the three year period ended December 31, 2027 |
Less than 0% total Shareholder Return = 0.50 |
1.0 |
PM X 1.0 = A |
0% to less than 10% = straight line index to Total Shareholder Return (0.50 to 0.95) |
|||
10% to less than 20% = straight line index to Total Shareholder Return (1.0 to 1.45) |
|||
20% or greater Total Shareholder Return = 1.50 |
|||
|
|
1.0 |
PF = A |
Notes:
Changes to 2024 and 2025 PSU Programs, and 2023 PSU Payout
Further to the explanation of the 2025 PSU program above, on February 18, 2026, the Board approved amendments to the outstanding 2024 and 2025 PSUs. Previously, both sets of PSUs were based on Obsidian Energy’s percentile rank of Obsidian Energy’s total shareholder return (TSR) relative to returns calculated on a similar basis on equity securities of members of Obsidian Energy’s performance/peer group (RTSR).
Considering the continued consolidation within the Western Canadian oil and gas industry and the Company's peer group, the material difference in TSR performance between S&P/TSX Capped Energy Index companies and non-index companies (such as Obsidian Energy), and there being too few non-index companies to form a meaningful peer group, the Board, on the recommendation of the HRG&C Committee and with support from external compensation consultant, Laulima, determined that the original PSU structure no longer appropriately reflected and rewarded Obsidian Energy’s underlying performance. As a result, the 2024 and 2025 PSUs were amended such that their payout will instead be based solely on Obsidian Energy’s total shareholder returns, as follows:
Original 2024 and 2025 PSU Performance Measure |
Original 2024 and 2025 PSU Payout Multipliers |
New 2024 and 2025 PSU Performance Measure |
New 2024 PSU Payout Multipliers |
New 2025 PSU Payout Multipliers |
|||
Relative Total Shareholder Return |
Relative Total Shareholder Return Percentile Rank |
Payout Multiplier |
Total Shareholder Return |
Total Shareholder Return |
Payout Multiplier |
Total Shareholder Return |
Payout Multiplier |
0-24% |
0% |
<0% |
50% |
<5% |
50% |
||
25-50% |
25%-100% |
0%-10% |
50%-100% |
5%-15% |
50%-100% |
||
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|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
|
50% |
100% |
|
10% |
100% |
15% |
100% |
50-90% |
100%-200% |
10%-20% |
100%-150% |
15%-25% |
100%-150% |
||
90-100% |
200% |
>20% |
150% |
>25% |
150% |
While this new PSU program structure introduces a minimum payout of 50% to foster engagement and retention, it also reduces the maximum payout from 200% to 150% as compared to the prior program structure. The PSU Payout Multipliers also have thresholds for the Total Shareholder Return that are 5% higher for the 2025 PSUs compared to the 2024 PSUs because of the relative in-the-money value of the 2024 PSUs and the 2025 PSUs at the time the amendments to the program were introduced (February 2026).
With respect to the 2023 PSUs, the three-year performance period ended on December 31, 2025. Under the original PSU payout structure based on RTSR performance, there would have been no payout. Consistent with the PSU program amendments described above and considering management's significant accomplishments and contributions to the creation of shareholder value during the three-year performance period, including accomplishments such as the production growth in our Peace River asset, the close of the Pembina Disposition and our active share buyback program since its inception in 2023 the Board exercised its discretion to approve a 2023 PSU payout of 100%. Historically, the PSU payout has been settled 100% in cash, however, the NEOs received 50% of their 2023 PSU payout in Shares.
PSUs will not be granted in 2026.
Breakdown of Executive Benefits and Perquisites in 2025
All of our employees, including the NEOs, participate in a market competitive benefits program, which includes forms of insurance, extended health and dental coverage, short and long-term disability coverage, health spending account and emergency travel assistance.
The NEOs are offered a limited number of perquisites to maintain market competitiveness and to assist them in carrying out their responsibilities. These perquisites include parking and access to executive health medical services.
The table below reflects the breakdown of benefits and perquisites provided to the NEOs in 2025:
Named Executive Officer |
Perquisites |
Other Compensation |
Total All Other Compensation |
||||
|
|
Generally Available to Employees |
|
||||
Parking ($) |
Other Perquisites ($)(1) |
Total |
Life/Health Insurance Premiums ($) |
Savings Plan Contributions ($) |
Total |
||
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|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Stephen Loukas |
Nil |
Nil |
Nil |
108,721(2) |
52,875 |
161,596 |
161,596 |
Peter Scott |
6,132 |
Nil |
6,132 |
1,867 |
38,500 |
40,367 |
46,499 |
Gary Sykes |
6,132 |
3,900 |
10,032 |
1,867 |
33,750 |
35,617 |
45,649 |
Cliff Swadling |
6,132 |
9,048(3) |
15,180 |
1,867 |
Nil |
1,867 |
17,047 |
Mark Hawkins |
Nil |
Nil |
Nil |
1,867 |
30,750 |
32,617 |
32,617 |
Notes:
Pension Plan Benefits
Obsidian Energy does not have a pension plan in which NEOs participate that provides for payments or benefits at, following, or in connection with retirement, such as a defined benefit plan or a defined contribution plan. Instead, Obsidian Energy offers contributions to the Savings Plan as described in the "Executive Compensation Overview". In addition, Obsidian Energy does not have any deferred compensation plans in which NEOs are eligible to participate.
Contract Terms for Mr. Loukas as President and Chief Executive Officer
In 2025 and as amended in 2026, Mr. Loukas had a contract that provided for continued service through 2025 and 2026:
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Please refer to "Compensation Discussion & Analysis - Executive Compensation Decisions for 2025 - Cash Bonus Decisions for 2025" for details on Mr. Loukas’ awarded 2025 short-term incentive bonus.
Please refer to "Compensation Discussion & Analysis - Executive Compensation Decisions for 2025 - PSU, RSU and Stock Option Grant Decisions for 2025" for details on the incentives granted for 2025.
EXECUTIVE COMPENSATION REVIEW PROCESS
Role of the HRG&C Committee
The HRG&C Committee is responsible for assisting the Board in fulfilling its duties regarding employee and executive compensation matters. More specific responsibilities in the HRG&C Committee's mandate relating to compensation include the annual review and provision of recommendations to the independent members of the Board with respect to the following:
Composition and Independence of the HRG&C Committee
The current members of the HRG&C Committee as at March 15, 2026, are Messrs. Brydson, Kernaghan and Faust and Ms. Bosman.
The HRG&C Committee mandate requires that each member of the committee be independent in accordance with the definition of "independent" director in NI 58-101. All members of the HRG&C Committee in 2025 and as at March 15, 2026, have been determined by the Board to be independent directors within the meaning of NI 58-101. None of the members of the HRG&C Committee in 2025 and as at March 15, 2026, is an officer, employee or former officer of Obsidian Energy or of any subsidiaries of Obsidian Energy.
Consistent with best practices, all of the committee members have experience in executive compensation by virtue of their experience as directors, former directors, senior officers or former senior officers of large public and private companies. The Board believes that the HRG&C Committee collectively has the knowledge, experience and background required to fulfill its mandate.
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
The HRG&C Committee formally met three times in 2025, held "in-camera" sessions with external advisors as required, and held "in-camera" sessions without the presence of management at the start and/or end of each meeting.
Role of Human Resources Management
In fulfilling its mandate, the HRG&C Committee receives information from Obsidian Energy's human resources management team ("HR Management"). HR Management prepares materials for the HRG&C Committee regarding the compensation of Obsidian Energy's executive officers. In addition, HR Management works closely with members of our senior executive team in developing compensation recommendations for executives, including the NEOs, and works with the HRG&C Committee Chair and the Corporate Secretary to plan HRG&C Committee meetings.
External Compensation Consultant
Obsidian Energy primarily engages the compensation consulting services of Laulima, to provide advice and information in relation to the compensation of Obsidian Energy's executives and other employees, including peer compensation data. In 2024 and 2025, Laulima provided support to the HRG&C Committee to formulate compensation recommendations to the Board for Obsidian Energy's executives, including the NEOs, through the provision of benchmark market data, and attendance at a number of HRG&C Committee meetings as well as other discussions to review market trends and issues, including certain "in-camera" portions of meetings, as invited by the HRG&C Committee.
Obsidian Energy may also from time to time engage Mercer (Canada) Limited ("Mercer") to supplement the services provided from Laulima.
Fees Paid to Laulima and Mercer in 2024 and 2025
Description |
Fees Paid |
|
2024 |
2025 |
|
Laulima |
41,689 |
78,629 |
Mercer (Executive-Compensation Related Fees) |
3,810 |
3,000 |
Mercer (all other fees) |
8,600 |
10,150 |
Total Paid to Laulima and Mercer |
54,099 |
91,779 |
MANAGING COMPENSATION RISK
The Board has overall responsibility for risk oversight for Obsidian Energy, with a focus on the most significant risks facing Obsidian Energy, including strategic, operational and reputational risks. The Board conducts one or more strategic planning and review meetings with management per year, and a large component of each of these meetings is devoted to risk assessment and management. The Board's risk oversight process includes oversight of management's risk assessment and mitigation processes and is assisted by the work of the committees of the Board in carrying out their mandates.
The HRG&C Committee reviews strategic, operational and reputational risks in connection with compensation matters and considers the implications of each on our compensation program in making
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
recommendations to the Board. These risks are managed by employing specific strategies aimed towards balancing and reducing compensation-related risks.
The main risk management strategies employed by the Board to manage executive compensation related risk are the design of the executive compensation program itself, which includes a balanced pay mix, incentives tied to the short, medium and long term, a long-term incentive program with a sizable stock component, quantitative and qualitative performance goals, the use of minimum Share ownership requirements for executives, and the adoption in November 2023, effective October 2, 2023, of a new policy called the Incentive Compensation Recovery Policy (the "Recovery Policy") which replaced the Executive Incentive Compensation Recoupment Policy (the "Recoupment Policy"), which was originally put in place in March 2015 and was last amended in March 2018. The Recovery Policy provides for the recovery of erroneously awarded incentive compensation in the event that Obsidian Energy is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under securities laws. The Recovery Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), related rules and the listing standards of NYSE American or any other securities exchange on which the Company’s shares are listed in the future.
At-Risk Compensation
The significant portion of Obsidian Energy's executive compensation being "at-risk" helps to discourage executives from taking inappropriate or excessive risks. In particular, the inherent alignment between executive interests and the interests of Shareholders offered by the equity-based compensation component of Obsidian Energy's compensation program limits circumstances in which executives might take inappropriate or excessive risks that would benefit their compensation at the expense of Obsidian Energy or our Shareholders. The vesting of Option, PSU and RSU awards over time further encourages executives to focus on Total Shareholder Return over the longer term.
In establishing compensation programs, one of the HRG&C Committee’s objectives is to design programs that reward performance relative to industry peers and align the interests of Management with those of Shareholders. The HRG&C Committee seeks to achieve this objective by, among other things:
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Executive Incentive Compensation Recovery Policy
Effective October 2023, we augmented our compensation risk management strategy with the adoption of the Recovery Policy (previously under the Recoupment Policy). The Recovery Policy applies to those individuals defined under the policy as "Covered Executives", but at the very least covers the President and Chief Executive Officer and all officers reporting directly to him or her (each a "Covered Executive" for the purposes of this section only), and provides that in the event that:
then the Board will determine and recover the Overcompensation Amount from the Executive. The Board shall recover any Overcompensation Amount in accordance with the Recovery Policy, except to the extent that certain conditions are met and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D-1 of the Exchange Act and NYSE American or any other securities exchange on which Obsidian Energy's shares are listed in the future. The full text of the Recovery Policy is available on the Corporation's website at www.obsidianenergy.com.
Anti-Hedging
Obsidian Energy directors, officers and employees may not knowingly, directly or indirectly: (a) sell a security of Obsidian Energy if they do not own or have not fully paid for the security; (b) buy or sell a call or put in respect of an Obsidian Energy security; or (c) purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of Obsidian Energy equity securities granted as compensation or held, directly or indirectly, by the director, officer or employee. However, Obsidian Energy directors, officers and employees may sell a Share which they do not own if they own another security convertible into Shares or an option or right to acquire Shares sold and, within 10 days after the sale, they: (i) exercise the conversion privilege, option or right and deliver the Share to the purchaser; or (ii) transfer the convertible security, option or right, if transferable to the purchaser.
Executive Equity Ownership Requirements
Under the Director and Executive Share Ownership Policy, each executive of Obsidian Energy (including each NEO) is required to meet and maintain ownership of the applicable minimum value of Shares. On March 6, 2018, the Board decided to increase the shareholder requirements of the non-Chief Executive
48 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Officer NEOs to 2.0 times salary from 1.0 time. The NEOs will have five years from their appointment to their executive position to satisfy this requirement.
In calculating the value of Shares owned, all Shares owned, directly or indirectly, by the executive are included, including any Shares acquired pursuant to the exercise of Options and not subsequently sold. Options held, but which have not been exercised, are excluded for the purpose of calculating the value of Shares owned. PSUs held by the executives are also excluded from the calculation. However, unvested RSUs (the total of which is less the anticipated tax withholdings based on using RSU vested shares to remit tax obligations) held by the executives under the Award Plan are included in the calculation.
The following table summarizes the Shares beneficially owned or controlled or directed, directly or indirectly, by each of the NEOs who were employees of Obsidian Energy as at March 15, 2026 (excluding any Shares purchased by the NEOs pursuant to the Savings Plan since December 31, 2025) and value-at-risk statistics for the applicable NEOs of Obsidian Energy as at March 15, 2026 (excluding the impact of any Shares purchased by the NEOs pursuant to the Savings Plan since December 31, 2025).
Name |
Shares(1) (#) |
Unvested RSUs held under the Award Plan(2) (#) |
Value at Risk Amount(3) ($) |
Value at Risk as multiple of base salary(4) (#) |
Share Ownership Required (minimum value at risk as a multiple of base salary) |
Complies with Applicable Executive Equity Ownership Requirement |
Stephen Loukas(5) |
1,304,546 |
129,376 |
16,748,209 |
31.6 |
4.0 |
Yes |
Peter Scott |
218,044 |
19,621 |
2,775,927 |
7.2 |
2.0 |
Yes |
Gary Sykes |
132,019 |
31,113 |
1,905,382 |
5.6 |
2.0 |
Yes |
Cliff Swadling |
204,983 |
27,195 |
2,711,839 |
8.6 |
2.0 |
Yes |
Mark Hawkins |
101,247 |
25,393 |
1,479,155 |
4.8 |
2.0 |
Yes |
Average value at risk as multiple of base salary: |
11.6 |
|||||
Total value at risk as multiple of total base salaries: |
13.6 |
|||||
Notes:
EXECUTIVE COMPENSATION DATA
Summary Compensation Table for 2023-2025
The following table provides a summary of all direct and indirect compensation provided to our NEOs for, or in connection with, services they have provided to Obsidian Energy and our subsidiaries in the three most recently completed financial years.
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Name and |
Year |
Salary(1) |
Share- |
Option- |
Non-equity incentive |
Pension |
All other |
Total |
|
Annual |
Long-term |
||||||||
Stephen Loukas President and Chief Executive Officer |
2025 |
528,750 |
1,648,944 |
516,488(9)(10) (11) |
667,500 |
N/A |
N/A |
161,596 |
3,523,278 |
2024 |
525,000 |
1,274,765 |
443,143(12) |
694,300 |
N/A |
N/A |
54,320 |
2,991,528 |
|
2023 |
525,000 |
1,515,933(13) |
424,800(14) |
775,700 |
N/A |
N/A |
54,455 |
3,295,888 |
|
Peter Scott Senior Vice President and Chief Financial Officer |
2025 |
385,000 |
360,512 |
146,551(15)(16) |
476,400 |
N/A |
N/A |
46,499 |
1,414,962 |
2024 |
385,000 |
303,010 |
130,625(17) |
494,700 |
N/A |
N/A |
46,035 |
1,359,370 |
|
2023 |
385,000 |
303,129 |
130,604(18) |
554,400 |
N/A |
N/A |
46,170 |
1,419,303 |
|
Gary Sykes Senior Vice President, Commercial & Development |
2025 |
337,500 |
573,932 |
234,155(15)(16) |
286,500 |
N/A |
N/A |
45,649 |
1,477,736 |
2024 |
328,750 |
544,260 |
235,000(17) |
301,500 |
N/A |
N/A |
44,310 |
1,453,820 |
|
2023 |
316,250 |
535,626 |
230,776(18) |
296,000 |
N/A |
N/A |
43,195 |
1,421,847 |
|
Cliff Swadling |
2025 |
312,500 |
496,524 |
202,194(15)(16) |
246,300 |
N/A |
N/A |
17,047 |
1,274,565 |
2024 |
303,750 |
457,410 |
197,500(17) |
256,200 |
N/A |
N/A |
15,833 |
1,230,693 |
|
2023 |
295,000 |
450,279 |
194,004(18) |
265,900 |
N/A |
N/A |
15,980 |
1,221,163 |
|
Mark Hawkins Vice President, Legal, General Counsel & Corporate Secretary |
2025 |
307,500 |
464,936 |
189,305(15)(16) |
180,700 |
N/A |
N/A |
32,617 |
1,175,058 |
2024 |
300,000 |
427,495 |
184,375(17) |
192,800 |
N/A |
N/A |
31,865 |
1,136,535 |
|
2023 |
295,000 |
427,716 |
184,494(18) |
212,400 |
N/A |
N/A |
33,095 |
1,152,705 |
|
Notes:
50 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
|
Average fair value of Options granted (per Share) |
|
$3.56 |
|
Expected life of Options (years) |
|
4.0 |
|
Expected volatility (average) |
|
59.10% |
|
Risk-free rate of return (average) |
|
2.56% |
|
Dividend yield |
|
0% |
|
Average fair value of Options granted (per Share) |
|
$3.56 |
|
Expected life of Options (years) |
|
4.0 |
|
Expected volatility (average) |
|
58.53% |
|
Risk-free rate of return (average) |
|
2.60% |
|
Dividend yield |
|
0% |
|
Average fair value of Options granted (per Share) |
|
$3.03 |
|
Expected life of Options (years) |
|
3.69 |
|
Expected volatility (average) |
|
59.10% |
|
Risk-free rate of return (average) |
|
2.65% |
|
Dividend yield |
|
0% |
|
Average fair value of Options granted (per Share) |
|
$5.03 |
|
Expected life of Options (years) |
|
3.75 |
|
Expected volatility (average) |
|
67.71% |
|
Risk-free rate of return (average) |
|
3.50% |
|
Dividend yield |
|
0% |
|
Average fair value of Options granted (per Share) |
|
$5.90 |
|
Expected life of Options (years) |
|
3.25 |
|
Expected volatility (average) |
|
69.33% |
|
Risk-free rate of return (average) |
|
4.32% |
|
Dividend yield |
|
0% |
|
Average fair value of Options granted (per Share) |
|
$4.61 |
|
Expected life of Options (years) |
|
5.0 |
|
Expected volatility (average) |
|
73.10% |
|
Risk-free rate of return (average) |
|
2.62% |
|
Dividend yield |
|
0% |
|
Average fair value of Options granted (per Share) |
|
$4.42 |
|
Expected life of Options (years) |
|
5.0 |
|
Expected volatility (average) |
|
68.45% |
|
Risk-free rate of return (average) |
|
2.67% |
|
Dividend yield |
|
0% |
51 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
|
Average fair value of Options granted (per Share) |
|
$6.25 |
|
Expected life of Options (years) |
|
4.75 |
|
Expected volatility (average) |
|
79.87% |
|
Risk-free rate of return (average) |
|
3.50% |
|
Dividend yield |
|
0% |
|
Average fair value of Options granted (per Share) |
|
$6.34 |
|
Expected life of Options (years) |
|
3.90 |
|
Expected volatility (average) |
|
82.37% |
|
Risk-free rate of return (average) |
|
3.59% |
|
Dividend yield |
|
0% |
Outstanding Share-Based Awards and Option-Based Awards
Obsidian Energy granted "share-based awards" in the form of PSUs and RSUs to its NEOs in 2025 pursuant to the Award Plan. For details regarding the Award Plan, see "Compensation Discussion & Analysis - Executive Compensation Decisions for 2025– PSU and RSU Grant Decisions for 2025" and "Summaries of Equity Compensation Plans – Restricted and Performance Share Unit Plan".
Obsidian Energy granted to its NEOs in 2025 option-based awards as the Stock Option Plan was amended and approved by the shareholder on July 30, 2020. For details regarding the Stock Option Plan, see "Summaries of Equity Compensation Plans – Stock Option Plan".
Long-Term Incentive Awards Outstanding at December 31, 2025
The following table sets forth information regarding all PSUs, RSUs and Options outstanding as at December 31, 2025 that were held by each NEO serving as such on that date.
52 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
|
|
Option-based Awards |
Share-based Awards |
|||||
Name |
Grant Year |
Number of Shares underlying unexercised Options |
Option exercise price |
Option |
Value of unexercised Options(1) |
Number of Share-based awards not vested(2) |
Market or payout value of Share-based awards not vested(3) |
Market or payout value of vested Share-based awards not paid out or distributed |
Stephen Loukas |
2025 |
113,000 |
$7.52 |
TBD(4) |
101,700 |
225,800 |
1,876,398 |
N/A |
2025 |
1,100 |
$7.56 |
TBD(4) |
946 |
Nil |
N/A |
N/A |
|
2025 |
36,400 |
$6.62 |
TBD(4) |
65,520 |
Nil |
N/A |
N/A |
|
2024 |
88,100 |
$9.65 |
TBD(5) |
Nil |
132,100 |
1,097,751 |
N/A |
|
2023 |
72,000 |
$11.67 |
TBD(6) |
Nil |
43,300 |
359,823 |
817,071(7) |
|
Peter Scott |
2025 |
26,900 |
$7.52 |
March 5, 2030 |
24,210 |
47,900 |
398,049 |
N/A |
2025 |
5,100 |
$7.56 |
March 18, 2030 |
4,386 |
N/A |
N/A |
N/A |
|
2024 |
20,900 |
$9.65 |
March 6, 2029 |
Nil |
27,900 |
231,849 |
N/A |
|
2023 |
20,600 |
$9.81 |
March 3, 2028 |
Nil |
3,433 |
28,528 |
194,361(7) |
|
2022 |
15,400 |
$10.64 |
March 4, 2027 |
Nil |
Nil |
N/A |
N/A |
|
2021 |
155,800 |
$1.99 |
May 16, 2026 |
1,001,794 |
Nil |
N/A |
N/A |
|
Gary Sykes |
2025 |
48,300 |
$7.52 |
March 5, 2030 |
43,470 |
76,300 |
634,053 |
N/A |
2025 |
2,600 |
$7.56 |
March 18, 2030 |
2,236 |
Nil |
N/A |
N/A |
|
2024 |
37,600 |
$9.65 |
March 6, 2029 |
Nil |
50,133 |
416,605 |
N/A |
|
2023 |
36,400 |
$9.81 |
March 3, 2028 |
Nil |
6,066 |
50,408 |
343,434(7) |
|
2022 |
30,000 |
$10.64 |
March 4, 2027 |
Nil |
Nil |
N/A |
N/A |
|
2021 |
187,850 |
$1.99 |
May 16, 2026 |
1,207,876 |
Nil |
N/A |
N/A |
|
Cliff Swadling |
2025 |
40,600 |
$7.52 |
March 5, 2030 |
36,540 |
66,000 |
548,460 |
N/A |
2025 |
3,400 |
$7.56 |
March 18, 2030 |
2,924 |
Nil |
N/A |
N/A |
|
2024 |
31,600 |
$9.65 |
March 6, 2029 |
Nil |
42,133 |
350,125 |
N/A |
|
2023 |
30,600 |
$9.81 |
March 3, 2028 |
Nil |
5,100 |
42,381 |
288,711(7) |
|
2022 |
23,700 |
$10.64 |
March 4, 2027 |
Nil |
Nil |
N/A |
N/A |
|
Mark Hawkins |
2025 |
37,900 |
$7.52 |
March 5, 2030 |
34,110 |
61,800 |
513,558 |
N/A |
2025 |
3,300 |
$7.56 |
March 18, 2030 |
2,838 |
Nil |
N/A |
N/A |
|
2024 |
29,500 |
$9.65 |
March 6, 2029 |
Nil |
39,366 |
327,131 |
N/A |
|
2023 |
29,100 |
$9.81 |
March 3, 2028 |
Nil |
4,833 |
40,162 |
274,559(7) |
|
2022 |
23,700 |
$10.64 |
March 4, 2027 |
Nil |
Nil |
N/A |
N/A |
|
2021 |
182,000 |
$1.99 |
May 16, 2026 |
1,170,260 |
Nil |
N/A |
N/A |
|
Notes:
53 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Incentive Plan Awards – Value Vested or Earned During the Year
The following table sets forth the value of the PSUs, RSUs and Options that vested in 2025 that were held by each NEO, and the value of cash bonuses granted to each NEO in respect of the 2025 financial year.
Named Executive Officer |
Option-based awards – Value vested during the year ($)(1) |
Share-based awards – Value vested during the year ($)(2) |
Non-equity incentive plan compensation – Value earned during the year ($)(3) |
Stephen Loukas |
168,166 |
3,391,425 |
667,500 |
Peter Scott |
156,969 |
265,058 |
476,400 |
Gary Sykes |
306,079 |
472,470 |
286,500 |
Cliff Swadling |
115,145 |
395,141 |
246,300 |
Mark Hawkins |
241,800 |
376,546 |
180,700 |
Notes:
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information in respect of securities authorized for issuance under Obsidian Energy’s equity compensation plans as at December 31, 2025.
54 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) (a) |
Weighted‑average exercise price of outstanding options, warrants and rights(2) (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3) (c) |
Equity compensation plans approved by securityholders |
4,343,200 |
6.50 |
1,711,489 |
Equity compensation plans not approved by securityholders |
Nil |
Nil |
Nil |
Total |
4,343,200 |
6.50 |
1,711,489 |
Notes:
Burn Rate
The annual burn rate for each Security Based Compensation Arrangement for the three most recently completed financial years, expressed as a percentage and calculated by dividing the number of awards granted during the financial year by the weighted average number of Shares outstanding for the financial year, is set forth in the following table:
|
Burn Rate |
|
Financial Year Ending December 31 |
Stock Option Plan |
Restricted and Performance Share Unit Plan |
2023 |
0.32%(1) |
1.52%(2) |
2024 |
0.44%(3) |
1.30%(4) |
2025 |
0.75%(5) |
1.87%(6) |
Notes:
PERFORMANCE GRAPH
The following graph illustrates Obsidian Energy's cumulative Total Shareholder Return during the five most recently completed financial years, assuming that $100 was invested in Common Shares on the first day of the five-year period, compared to the cumulative total return of the S&P/TSX Composite Total
55 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
Return Index and the S&P/TSX Oil and Gas Exploration and Production Index. In each case it has been assumed that distributions and dividends paid have been reinvested, as applicable.
|
|
2021 |
2022 ($) |
2023 |
2024 |
2025 |
Obsidian Energy |
100 |
603.99 |
970.52 |
998.38 |
851.21 |
899.51 |
S&P/TSX Composite Total Return Index |
100 |
125.09 |
117.78 |
131.62 |
160.12 |
210.84 |
S&P/TSX Oil and Gas Exploration and Production Index |
100 |
75.91 |
143.63 |
222.25 |
239.26 |
260.10 |
Total Compensation for NEOs (CDN millions)(1) |
|
6.87 |
8.33 |
8.51 |
8.17 |
8.87 |
Notes:
Obsidian Energy's HRG&C Committee reviews total NEO compensation with pay for performance in mind. Our total NEO compensation has generally been consistent with shareholder experience given that a large portion of it is tied to Share price performance. The increase from 2021 to 2022 is primarily due to the grant date fair market value of the RSUs granted to Mr. Loukas in March 2023 as compensation for services
56 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
rendered in the 2022 year, as such grant value is based on the share price at the time of the actual grant occurs versus when the terms of the deal were agreed. The difference between the grant value at the time of grant and the value of the RSUs at the time the terms were decided is $1.46 million of increased grant value. Without such increased value, the total compensation for NEOs in 2022 would be consistent with 2021 total compensation. While the total reported compensation for NEOs was consistent for 2022 versus 2023, Mr. Loukas’ total compensation for 2023 decreased by $380,000 compared to 2022 and would have decreased by another $240,000 had his 2023 RSUs and PSUs been granted at the same time as the other NEOs. Granting at the same time as the other NEOs would not have changed the number of units granted, but the reported fair value would have been reported to be less based on the Obsidian Energy share price at the time of the grant. Market increases to the remaining NEOs resulted in slight increases to long-term incentive grant values and higher 2023 cash bonus payments, which were also higher due to the 2023 corporate performance score of 142%, compared to 100% for 2022. The total NEO compensation for 2024 was lower than 2023 due to the lower grant value of Mr. Loukas’ 2024 RSUs and PSUs, and lower cash bonuses as a result of a 2024 corporate score of 118%, compared to 142% for 2023. The increase in total compensation from 2024 to 2025 is primarily due to an increase in CEO long-term incentive compensation and is aligned with shareholder interests. Notwithstanding various increases or decreases in Obsidian Energy compensation levels over the past five years, Obsidian Energy share returns have outperformed the aforenamed market indexes above.
SUMMARIES OF EQUITY COMPENSATION PLANS
EMPLOYEE RETIREMENT/SAVINGS PLAN
As of January 1, 2011, Obsidian Energy established an amended and restated Employee Retirement/Savings Plan (the "Savings Plan") for all employees of Obsidian Energy, including the NEOs, to provide a means by which employees can save for their retirement and at the same time, enhance and develop the interest of the employees in the growth and development of Obsidian Energy by providing them with the opportunity to acquire an increased ownership interest in Obsidian Energy through the purchase of Shares. Obsidian Energy does not have a pension plan for our executives or any other employees that provides for payments or benefits at, following or in connection with retirement. Instead, the Savings Plan is offered as an alternative that Obsidian Energy believes is a competitive yet affordable means for Obsidian Energy to help ensure market competitiveness in the attraction and retention of talented executives and other employees. Based on publicly available data, Obsidian Energy believes that the total benefit to executives and other employees under the Savings Plan is competitive with total retirement benefits offered by organizations of the Executive Compensation Peer Group.
Under the Savings Plan, each employee may elect to contribute not less than 1% and not more than 10% of their base annual salary to the Savings Plan (the "Employee's Contribution"). For each one dollar ($1.00) contribution to the Savings Plan by an employee, Obsidian Energy contributes up to $1.00 on behalf of the employee ("Obsidian Energy's Contribution"). Each month, an independent trustee acquires, on behalf of the employee, Shares through the TSX using the Employee's Contribution and Obsidian Energy's Contribution for that month.
The Savings Plan also provides that an employee may elect to direct, in that employee's discretion, that the Employee's Contributions and related Obsidian Energy Contributions be deposited in an investment vehicle designated by Obsidian Energy, such as an investment savings account or money market fund to be administered by Obsidian Energy or our agent, rather than such contributions being used to acquire Shares.
57 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
The employer portion match is structured to include a minimum employee contribution of 2.5% (5% in the case of NEOs) to be allocated towards the purchase of Obsidian Energy Shares in order to obtain the full 10% employer match portion. If the minimum employee 2.5% (5% in the case of NEOs) was not met, the employer match portion would be to a maximum of 7.5% of employee salary.
The following is a summary of the Award Plan as of December 31, 2025 and as of the date hereof. No amendments were made to the Award Plan during 2025.
The Award Plan is meant to enhance the alignment of our executives' and other employees' interests with those of our Shareholders by providing an additional element of compensation based on the market performance of our Shares.
The purpose of the Award Plan is to promote a proprietary interest in the Corporation and greater alignment of interests between officers, employees and consultants of the Corporation and the shareholders, provide a compensation system for such officers, employees and consultants that are reflective of their responsibility and to assist the Corporation in attracting and retaining experienced individuals. The Award Plan is administered by the Board (which may delegate its authority to one of its committees), which has authority to interpret the Award Plan, including any questions in respect of any Share Unit Awards granted thereunder. The Share Unit Awards granted under the Award Plan are not assignable.
Under the Award Plan, Share Unit Awards may be granted in respect of Shares provided that the aggregate number of Shares reserved for issuance under the Award Plan does not exceed 4.5% of the aggregate number of issued and outstanding Shares.
Notwithstanding any other provision in the Award Plan, Share Unit Awards may be granted to officers, employees and consultants of the Corporation (each, a "Grantee") provided: (i) the number of Shares issuable to Insiders at any time, under all Security Based Compensation Arrangements, including the Award Plan, shall not exceed 10% of the issued and outstanding Shares; and (ii) the number of Shares issued to Insiders within any one year period, under all Security Based Compensation Arrangements, including the Award Plan, shall not exceed 10% of the issued and outstanding Shares. As of March 15, 2026, the Corporation’s issued and outstanding Shares were 67,571,737. Directors who are not employees of the Corporation or any affiliate of the Corporation are not eligible to receive Share Unit Awards under the Award Plan.
Share Unit Awards initially have a notional value equivalent to the value of a Share. RSU Awards vest on the first, second and third anniversaries of the date of grant, and are paid out within 30 days of the vesting date, unless otherwise determined by the Board at the time of grant, and subject to certain other events described below. No payment may be made upon settlement of an RSU Award on a date following December 31 of the third calendar year following the year in which the RSU Award was granted (the "Expiry Date"). Upon vesting, each RSU Award will be paid out at the election of the Board in cash, or by purchase of Shares or by the issuance of Shares. If paid out in cash each RSU Award will have a value equal to the weighted average Share price on the TSX for the five Trading Days immediately prior to the payment date multiplied by the number of Shares notionally underlying the RSU Award, as adjusted for dividends paid on the Shares while such RSU Award was outstanding. If the Board elects to pay out the RSU Awards by buying the Shares, Obsidian Energy will purchase the number of fully paid and non-assessable Shares
58 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
underlying such RSU Awards, subject to adjustment for dividends, from the open market. If the Board elects to pay out the RSU Award in Shares, Obsidian Energy will issue the number of fully paid and non-assessable Shares underlying such RSU Award, subject to adjustments for dividends.
PSU Awards vest on the later of the completion of the Performance Period applicable to such PSU Award and the third anniversary of the date of grant of such PSU Award and are paid out within 90 days of the vesting date, unless otherwise determined by the Board at the time of grant and subject to certain other events described below. No payment may be made upon settlement of the PSU Award on a date following the Expiry Date. At the time of payout, the Board will apply a "Payout Multiplier" to a PSU Award which may increase or decrease the number of Shares notionally underlying such PSU Award. The Payout Multiplier may range from zero to 2.0 and will be based on Obsidian Energy’s performance during the Performance Period.
Upon vesting, each PSU Award will be paid out in cash or Shares at the election of the Board. If paid out in cash, each PSU Award will have a value equal to the weighted average Share price on the TSX for the five Trading Days immediately prior to the payment date multiplied by the number of Shares notionally underlying the Share Unit Award, as adjusted for the Payout Multiplier and dividends paid on the Shares, as applicable, while such PSU Award was outstanding. If the Board elects to pay out the PSU Award in Shares, Obsidian Energy will issue the number of fully paid and non-assessable Shares notionally underlying such PSU Awards as adjusted for the Payout Multiplier and dividends paid on the Shares, as applicable, while such PSU Award was outstanding. In addition, the Board may elect to settle PSU Awards by purchasing Shares on the TSX and providing such Shares to the holder of such PSU Awards.
Under the Award Plan, in case of a Grantee's death, we will make a cash payment or issue Shares to such employee's legal representatives in respect of all Share Unit Awards held by the Grantee at the date of death (and all unvested Share Unit Awards will be deemed to have vested as of the date of death), and the Payout Multiplier applicable to any PSU Awards held by the Grantee at the time of death shall be determined by the Board in its sole discretion. In addition, if a Grantee ceases to be an officer, employee or consultant of Obsidian Energy due to a termination for cause or as a result of a voluntary resignation, all Share Unit Awards granted to such Grantee under the Award Plan will be terminated and all rights to receive payments thereunder will be forfeited by the Grantee as at the date such Grantee ceased to be an officer, employee or consultant (the "Cessation Date"). If a Grantee ceases to be an officer, employee or consultant of Obsidian Energy due to a termination not for cause, all Share Unit Awards granted to such Grantee under the Award Plan which have not otherwise vested within 90 days following the Cessation Date will be terminated and all rights to receive payments thereunder will be forfeited by the Grantee. If a Change of Control occurs prior to the date on which the Corporation pays cash or issues Shares to the Grantee in respect of an outstanding Share Unit Award and the Grantee is terminated without cause in connection with such Change of Control or within six (6) months following such Change of Control, the Payment Date for all such Share Unit Awards held by the Grantee (regardless of whether the vesting date has occurred) shall be the Cessation Date and the Payout Multiplier shall be determined by the Board acting reasonably. Alternatively, if within six (6) months following a Change of Control, the Grantee voluntarily resigns for an event or events that constitute Good Reason, the Payment Date for all such Share Unit Awards held by the Grantee (regardless of whether the vesting date has occurred) shall be the Cessation Date and the Payout Multiplier shall be determined by the Board acting reasonably. All of these provisions are subject to any alternative arrangements that may be contained in a separate Share Unit Award Agreement or employment agreement between the Corporation and a particular Grantee.
59 |
|
OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
If the Corporation completes a transaction or a series of transactions whereby substantially all of the Shares or substantially all of the Corporation's property or assets become the property or assets of another person (the "Continuing Entity") the Corporation and the Continuing Entity shall take all necessary steps prior to or contemporaneously with the consummation of such transaction(s) to ensure all Share Unit Awards remain outstanding following the completion of the transactions and the Continuing Entity will assume all covenants and obligations of the Corporation under the Award Plan, the outstanding Share Unit Awards and the Share Unit Award Agreements in a manner that preserves and does not impair the rights of the recipients in any material respect, and the Continuing Entity may exercise every right and power of the Corporation under the Award Plan, and Obsidian Energy shall be relieved of our obligations thereunder.
Pursuant to the terms of the Award Plan, the Board may, at any time, without the approval of the Shareholders suspend, discontinue or amend the Award Plan or a Share Unit Award made thereunder provided that unless a holder of Share Unit Awards otherwise agrees, the Board may not suspend, discontinue or amend the Award Plan or amend any outstanding Share Unit Award in a manner that would adversely alter or impair any Share Unit Award previously granted to such holder. Further, the Board may not, without the approval of the Shareholders, amend the Award Plan or a Share Unit Award to: (i) increase the percentage of issued and outstanding Shares that are available to be issued pursuant to granted and outstanding Share Unit Awards; (ii) increase the number of Shares that may be issued to Insiders of the Corporation under the Award Plan; (iii) permit non-employee directors to be eligible recipients under the Award Plan or in any other way permit non-employee directors to become eligible to receive Share Unit Awards under the Award Plan; (iv) extend the Expiry Date of any Share Unit Award granted under the Award Plan; (v) permit the transfer or assignment of Share Unit Awards; or (vi) amend the amendment provisions of the Award Plan.
The table below reflects the numbers of Share Unit Awards outstanding as at December 31, 2025 and as a percentage of issued and outstanding Shares.
Security Type |
Number outstanding |
Number outstanding as a percentage of issued and outstanding Shares as at December 31, 2025 |
Share Unit Awards |
2,364,972 |
3.52% |
STOCK OPTION PLAN
The following is a summary of the Stock Option Plan prior to giving effect to the proposed Option Plan Amendments. No amendments were made to the Stock Option Plan during 2025. However, on March 15, 2026, the Board approved the proposed Option Plan Amendments effective as of the date of the Meeting. At the Meeting, Shareholders will be asked to consider and, if thought advisable, to approve the Option Plan Amendment Resolution approving the proposed Option Plan Amendments. For a description of the proposed Option Plan Amendments, see (i) "Matters to be Acted Upon at the Meeting – Approval of Amendments to Stock Option Plan and Unallocated Options", and (ii) Appendix D to this Information Circular, which sets forth the full text of the proposed Amended Option Plan and is marked to show all of the amendments that are proposed to be made to the Stock Option Plan in its current form.
Purpose: The Board believes that equity-based incentive compensation, such as the Stock Option Plan, is an integral component of compensation for directors, officers and other employees. The attraction and
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retention of qualified personnel has been identified as one of the key risks to Obsidian Energy's long-term strategic growth plan. The Stock Option Plan is intended to maintain Obsidian Energy's competitiveness within the Canadian oil and gas industry and facilitate the achievement of Obsidian Energy's long-term goals by providing an increased incentive for personnel to contribute to the future success and prosperity of Obsidian Energy and by strengthening the alignment of the interests of personnel with the interests of Shareholders.
Grants: The Stock Option Plan provides that any director, officer or other employee of, or person or company engaged by, Obsidian Energy or any of our subsidiaries or affiliates (each a "Service Provider") is eligible to participate in the Stock Option Plan and may be granted Options to purchase Shares from the treasury of Obsidian Energy from time to time thereunder, subject to the terms and limitations contained in the Stock Option Plan.
Restrictions on Number of Shares Issuable: The Stock Option Plan is administered by a committee of the Board comprised of one or more directors appointed by the Board to administer the Plan or, if no such committee is appointed, the Board (in each case, the "Committee"). The Committee may designate eligible Service Providers to whom Options may be granted and the number of Shares to be optioned to each, provided that the number of Shares to be optioned will not exceed the limitations set out below:
(Paragraphs (a) through (e) above are collectively referred to as the "Option Grant Restrictions".)
Any increase in the number of issued and outstanding Shares (whether as a result of the exercise of Options or otherwise) will result in an increase in the number of Shares that may be issued on exercise of Options outstanding at any time and any increase in the number of Options granted will, upon exercise, make new grants available under the Stock Option Plan. Options that are cancelled, terminate or expire
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prior to the exercise of all or a portion thereof will result in the Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to the Stock Option Plan to the extent of any Shares issuable thereunder that are not issued under such cancelled, terminated or expired Options.
Vesting: The Committee may, in their sole discretion, determine: (i) the time during which Options will vest; (ii) the method of vesting; or (iii) that no vesting restriction shall exist. In the absence of any determination by the Committee to the contrary, the Stock Option Plan provides that Options will vest and be exercisable as to one-fifth of the total number of Shares subject to the Options on each of the first, second, third, fourth and fifth anniversaries of the date of grant. The Board has determined that, until otherwise determined by the Board, Options will vest as to one-fourth of the total number of Options granted on each of the first, second, third and fourth anniversaries of the date of grant. Notwithstanding the foregoing, the Committee may, at their sole discretion at any time or in the option agreement in respect of any Options granted, accelerate or provide for the acceleration of vesting of Options previously granted.
Change of Control: Notwithstanding any other provision in the Stock Option Plan or the terms of any agreement with a holder of Options, in the event of a Change of Control (as defined in the Stock Option Plan) and within one (1) year of the Change of Control there is an event or events that constitute Good Reason (as defined in the Stock Option Plan) for the Optionee, the Optionee shall have the right for a period of thirty (30) days following the event or events that constitute Good Reason to terminate their employment upon providing Obsidian Energy with two (2) week’s advance written notice (the "Notice"). In the event the Optionee makes such election, all issued and outstanding Options will be exercisable (whether or not then vested) immediately prior to the time the Optionee provides the Notice and shall terminate on the 90th day after the occurrence of such Notice except in the case of employees who have executive employment agreements, or at such earlier time as may be established by the Board, in their absolute discretion, prior to the time such Notice takes place.
Exercise Price: The exercise price of Options will be fixed by the Committee when Options are granted, provided that the exercise price of Options may not be less than the volume weighted average trading price of the Shares on the TSX for the five trading days immediately preceding the time of grant, calculated by dividing the total value by the total volume of Shares traded for the five trading-day period at the time an Option is granted (the "Market Price").
Term/Expiry: The period during which an Option is exercisable shall, subject to the provisions of the Stock Option Plan requiring or permitting acceleration of rights of exercise or the extension of the exercise period, be such period, not in excess of six years, as may be determined by the Committee, and in the absence of any determination to the contrary will be six years from the date of grant (the "Termination Date"). The Board has determined that, until otherwise determined by the Board, Options will be granted with a Termination Date that is five years from the date of grant. If the normal expiry date of any Options falls within any period of time when, pursuant to any policies of Obsidian Energy, securities of Obsidian Energy may not be traded by certain persons as designated by Obsidian Energy (such period of time, a "Black-Out Period") or within seven business days following the end of any Black-Out Period (such Options, the "Affected Options"), then the expiry date of all Affected Options will be extended to the date that is seven business days following the end of the Black-Out Period (or such longer period as permitted by the TSX and approved by the Committee). The foregoing extension applies to all Options whatever the date of grant and shall not be considered to be an extension of the term of the Options.
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If permitted by the Committee, an Option holder may elect to exercise an Option by surrendering such Option in exchange for the issuance of such number of Shares as is equal to the number determined by dividing the Market Price (calculated as at the date of exercise) into the difference between the Market Price (calculated as at the date of exercise) and the exercise price of such Option. Upon exercise, the number of Shares actually issued shall be deducted from the number of Shares reserved with the TSX for future issuance under the Stock Option Plan and the balance of the Shares that were issuable pursuant to the Options so surrendered shall be considered to have been cancelled and available for further issuance.
An Option holder may make an offer (the "Surrender Offer") to Obsidian Energy, at any time, for the disposition and surrender by the Option holder to Obsidian Energy (and the termination thereof) of any Options for an amount (not to exceed the Fair Market Value of the Shares less the exercise price of the Options) specified in the Surrender Offer by the Option holder, and Obsidian Energy may, but is not obligated to, accept the Surrender Offer. If the Surrender Offer, either as made or as renegotiated, is accepted, the Options in respect of which the Surrender Offer relates will be surrendered and terminated upon payment of the amount of the agreed Surrender Offer by Obsidian Energy to the Option holder. For purposes of "Summaries of Equity Compensation Plans – Stock Option Plan", "Fair Market Value" means the weighted average of the prices at which the Shares traded on the TSX for the five trading days on which the Shares traded on the TSX immediately preceding such date.
Assignment: Options are not assignable by the Option holder either in whole or in part and, upon any purported assignment being made in contravention of the terms of the Stock Option Plan, such Options will become null and void.
Amendment Provisions: The Board may, by resolution, amend or discontinue the Stock Option Plan and any Option granted under it (together with any related Option agreement) at any time without Shareholder approval; provided however, that without the prior approval of the Shareholders (or such other approval as may be required by the TSX or such other stock exchange on which the Shares are listed and posted for trading), the Board may not: (i) increase the maximum number of Shares issuable pursuant to this Plan; (ii) reduce the exercise price of an Option or cancel an Option and subsequently issue the holder of such Option a new Option or other entitlement in replacement thereof; (iii) extend the term of an Option beyond the original expiry date of such Option; (iv) make an amendment to the Stock Option Plan or an Option that would permit an Option holder to assign or transfer an Option to a new beneficial Option holder, other than for estate settlement purposes in the case of the death of an Option holder; (v) make an amendment to the Stock Option Plan that would add to the categories of persons eligible to participate therein, including to permit Non-Management Director participation on a discretionary basis; (vi) make an amendment to the Stock Option Plan to remove or amend the Option Grant Restrictions; or (vii) make an amendment to the Stock Option Plan to remove or amend the amendment provisions described above. Any amendment to the Stock Option Plan or to outstanding Options that requires approval of any stock exchange on which the Shares are listed for trading may not be made without the approval of such stock exchange. The Board may amend or discontinue the Stock Option Plan or outstanding Options at any time without the consent of an Option holder, provided that such amendment shall not adversely alter or impair any Option previously granted under the Stock Option Plan. The Committee may amend or terminate the Stock Option Plan or any outstanding Option at any time without the approval of the Shareholders or any Option holder whose Option is amended or terminated, in order to conform the Stock Option Plan or such Option, as the case may be, to applicable law or regulation or the requirements of any relevant stock exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights, subject to the receipt of the approval of that stock exchange or regulatory authority.
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Termination/Death: Unless Obsidian Energy and an Option holder agree otherwise in an Option agreement or other written agreement (such as an agreement of employment or consultancy), each Option provides that:
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It shall not be considered a termination of the Service Provider relationship if an Option holder is placed on a leave of absence ("Leave") which is considered by the Committee as continuing to maintain the Service Provider relationship. In such a case, the Service Provider relationship shall be continued until the later of: (i) the date when the Leave equals 90 days; and (ii) the date when an Option holder's right to re-employment is no longer guaranteed either by applicable law or by contract; provided that in the event that active employment or service provision is not renewed at the end of the Leave, the Service Provider relationship will be deemed to have ceased at the beginning of the Leave. If an Option holder takes a Leave for a period of time that is greater than 90 days, the Committee may, in their sole discretion, modify or change the vesting terms of any Options granted to such Option holder in order to take into account the period of the Leave.
Change in Structure: In the event: (i) of any change in the Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; or (ii) that, as a result of any recapitalization, merger, consolidation or other transaction, the Shares are converted into or exchangeable for any other securities or property; subject to any required approval of the TSX, the Board may make such adjustments to the Stock Option Plan and to any Options, and may make such amendments to any option agreements, as the Board may, in their sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Option holders and\or to provide for the Option holders to receive and accept such other securities or property in lieu of Shares, and the Option holders will be bound by any such determination. If Obsidian Energy fixes a record date for a distribution to all or substantially all of the holders of the Shares of cash or other assets (other than a dividend in the ordinary course of business), subject to any required approval of the TSX, the Board may, in their sole discretion, but will not be required to, make an adjustment to the exercise price of any Options outstanding on the record date for such distribution and make such amendments to any option agreements to give effect thereto, as the Board may, in their sole discretion, consider appropriate in the circumstances.
Except in the case of a transaction that is a Change of Control (as defined in the Stock Option Plan), if Obsidian Energy enters into any transaction or series of transactions whereby Obsidian Energy or all or substantially all of the assets of Obsidian Energy and our subsidiaries (on a consolidated basis) would become the property of any other trust, body corporate, partnership or other person (a "Successor"), whether by way of takeover bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (each a "Transaction"), prior to or contemporaneously with the consummation of such Transaction, Obsidian Energy and the Successor will execute such instruments and do such things as necessary to establish that upon the consummation of such Transaction the Successor will assume the covenants and obligations of Obsidian Energy under the Stock Option Plan and the option agreements outstanding on consummation of such Transaction. Any such Successor shall succeed to, and be substituted for, and may exercise every right and power of Obsidian Energy under the Stock Option Plan and Option agreements. Alternatively, and in lieu of making such provision, in the event of such Transaction (provided that if the Transaction constitutes a takeover bid, it (i) is not exempt from the takeover bid requirements of applicable securities legislation, and (ii) shall have been approved or recommended for acceptance by the Board) Obsidian Energy shall have the right to satisfy any obligations to the Option holder in respect of any Options outstanding by paying to the Option holder, in cash, and as proceeds of disposition for an Option holder's Options, the difference between the exercise price of all unexercised Options and the fair market value of the securities to which the Option holder would be entitled upon exercise of all unexercised Options. Any determinations as to fair market value of any
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securities will be made by the Committee, and any reasonable determination made by the Committee will be binding and conclusive and, upon payment as aforesaid, the Options will terminate.
DATA REGARDING OUTSTANDING OPTIONS
The table below reflects the numbers of Options outstanding as at December 31, 2025 and as a percentage of issued and outstanding Shares.
Security Type |
Number outstanding |
Number outstanding as a percentage of issued and outstanding Shares as at December 31, 2025 |
Options |
1,978,228 |
2.94% |
TERMINATION AND TERMINATION UPON CHANGE OF CONTROL BENEFITS
The following is a summary of the provisions of each contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of Obsidian Energy or a change in a Named Executive Officer's.
NEO AGREEMENTS
Obsidian Energy has entered into executive employment contracts (the "NEO Agreements") with each of its Named Executive Officers. The NEO Agreements continue in effect to and including the earliest of: (i) the date of voluntary retirement of the Named Executive Officer; (ii) the voluntary resignation of the Named Executive Officer; (iii) the death of the Named Executive Officer; (iv) termination of the employment of the Named Executive Officer by Obsidian Energy for cause; or (v) termination of the employment of the Named Executive Officer by Obsidian Energy other than for cause.
Definitions
For the purposes of the disclosure under "Termination and Termination Upon Change of Control Benefits", the following terms have the following meanings:
"Annual Bonus" means an amount equal to either: (i) if the NEO has been employed by Obsidian Energy for two (2) years or more as of the Termination Date, the average of the annual bonus received by the Named Executive Officer in the two (2) year period immediately prior to the Termination Date; or (ii) if the Named Executive Officer has not been continuously employed by Obsidian Energy for a period of two (2) years prior to the Termination Date, the average of the annual bonus received by the Named Executive Officer during the Named Executive Officer's year or partial year(s) of service immediately prior to the Termination Date, and in the event that any such bonus was subject to a pro rata adjustment as a result of the Named Executive Officer working for a portion of the year in which the bonus award was made, such bonus shall, for the purpose of the calculation, be deemed to be equal to the annualized value of a full year bonus as if the Named Executive Officer had been employed for the entire year in which the bonus award was made; but does not include, in either case, any amounts related to awards under the Stock Option Plan, the Award Plan or any other long-term incentive arrangements put into place by Obsidian Energy.
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In the case of Mr. Loukas, Annual Bonus means an amount equal to the annual bonus received by the Executive in respect of the calendar year immediately prior to the Termination Date but does not include any amounts related to awards under the Stock Option Plan, the Award Plan or any other long-term incentive arrangements put into place by the Corporation, or any retention award.
"Annual Compensation" means the sum of the Annual Salary plus the Annual Bonus (but does not include any amounts related to awards under the Stock Option Plan, the Award Plan or any other long-term incentive arrangements put into place by Obsidian Energy) plus an amount equal to 15% of the Annual Salary (representing a reasonable estimate of benefits and perquisites of employment) and an amount equal to the Corporation's contribution to NEO under the Savings Plan for the year.
"Annual Salary" means the Named Executive Officer's annual salary as set out in his or her NEO Agreement, and as adjusted from time to time.
"Board" means the Board of Directors of Obsidian Energy Ltd.
"Change of Control" has the meaning ascribed thereto in the Stock Option Plan.
"Constructive Dismissal" means unless consented to in writing by the Named Executive Officer, any action which constitutes constructive dismissal of the Named Executive Officer including, without limiting the generality of the foregoing: (i) a material decrease in the title, position, responsibilities, powers or reporting relationships of the Named Executive Officer; (ii) a reduction in the Annual Salary (excluding the Annual Bonus) of the Named Executive Officer, except where all senior executives of Obsidian Energy are subject to relatively similar reductions in their annual salary; (iii) a requirement to relocate to another city; or (iv) any other material reduction in the value of the Named Executive Officer's Annual Compensation, benefits, plans and programs (excluding the Annual Bonus, Award Plan, Stock Option Plan and any other long-term incentive arrangements put into place by the Corporation), except where all senior executives of Obsidian Energy are subject to relatively similar reductions in such value that is unrelated to a Change of Control.
"Good Reason" shall mean any adverse change by Obsidian Energy and without the agreement of the Named Executive Officer in the duties, powers, rights, discretions, responsibilities, salary, title or lines of reporting, such that immediately after such change or series of changes, the responsibilities, status and compensation of the Named Executive Officer, taken as a whole, are not at least substantially equivalent to those assigned to the Named Executive Officer immediately prior to such change or series of changes;
"PSUs" means any PSUs granted to the Named Executive Officer in 2019 and any years thereafter.
"RSUs" means any RSUs granted to the Named Executive Officer in 2018 and any years thereafter.
"Termination Date" means the Named Executive Officer's last day actively at work for Obsidian Energy, regardless of the reason for the cessation of employment.
Termination of Employment by Obsidian Energy Other than for Cause; Constructive Dismissal
Upon the termination of a Named Executive Officer's employment by Obsidian Energy as a result of Constructive Dismissal or other than for cause of the Named Executive Officer, the Named Executive Officer is entitled to receive a retiring allowance (the "Retiring Allowance") in the form of a cash payment equal to the product of a factor (being: 2.0 in the case of Mr. Loukas and 1.5 in the cases of each of the
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other Named Executive Officers) multiplied by the Annual Compensation of the Named Executive Officer, as at the Termination Date, less required withholdings.
In addition to the Retiring Allowance:
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Termination Following a Change of Control
In the event of a Change of Control and provided the NEO remains employed with the Corporation on the date of such Change of Control, the Corporation shall provide the NEO with a cash payment in respect of all outstanding PSUs in respect of which payment has not yet been made to the NEO, conditional upon the Change of Control occurring, immediately prior to the effective time of the Change of Control, and the amount of the PSU award to be paid in respect of the outstanding PSUs shall be calculated in accordance with the Award Plan and the performance period shall end on the effective date of the Change of Control (or such other date as the Board determines) (collectively, the "PSU Award Payout").
If the NEO's employment is terminated without cause in connection with a Change of Control or within the six (6) months following a Change of Control, the payment date for all Share Unit Awards held by the NEO regardless of whether the vesting date has occurred, shall be the Termination Date and the payout multiplier applicable to all such Share Unit Awards shall be determined by the Board, acting reasonably.
If within six (6) months of a Change of Control the NEO voluntarily resigns for an event or events which constitute Good Reason, the payment date for all Share Unit Awards held by the NEO regardless of whether the vesting date has occurred, shall be the Termination Date and the payout multiplier applicable to all such Share Unit Awards shall be determined by the Board, acting reasonably.
If there is a Change of Control and within one (1) year of the Change of Control there is an event or events that constitute Good Reason, the applicable Named Executive Officer shall have the right for a period of thirty (30) days following the event or events that constitute Good Reason, to elect to treat the event or events constituting Good Reason as a without cause termination, such election to be effective no less than two weeks after providing notice to the Corporation. In the event the NEO makes such election, the
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Corporation shall pay the NEO the Retiring Allowance, the Award Plan Payout and the other payments described above under "Termination of Employment by Obsidian Energy Other than for Cause; Constructive Dismissal". If the NEO makes the aforementioned election, the NEO has agreed that at the request of the Board, such NEO must continue his or her employment with Obsidian Energy for a period of up to six (6) months at the NEO’s then existing compensation package to assist in an orderly transition of management.
Other Termination by the Named Executive Officer
Other than Mr. Loukas, each Named Executive Officer is entitled to terminate the Named Executive Officer's employment with Obsidian Energy at the Named Executive Officer's pleasure upon providing thirty (30) days' prior written notice to such effect to Obsidian Energy. In such event, the Named Executive Officer shall not be entitled to any further compensation except for earned and unpaid salary, Employee Retirement/Savings Plan contributions and vacation pay accrued and owing up to and including the Termination Date.
Confidentiality Provisions
The NEO Agreements contain provisions regarding the non-disclosure of confidential information relating to the business, corporate affairs and operations of Obsidian Energy and our affiliates. These confidentiality provisions survive for a specified period of time following the termination for any reason of a Named Executive Officer's employment, except in circumstances where such confidential information is or becomes known to the public other than by a breach by the Named Executive Officer of his or her NEO Agreement.
Services during a Change of Control
In the event that a person takes steps to effect a Change of Control which the Board considers, in their sole discretion, could in fact effect a Change of Control, or Obsidian Energy enters into any agreement to effect a Change of Control, each Named Executive Officer agrees in his or her NEO Agreement that he will not voluntarily leave the employ of Obsidian Energy or cease to be an officer of Obsidian Energy or its affiliates until the earlier of such time as: (i) that person has abandoned or terminated his or her steps to effect a Change of Control or the Board considers, in their sole discretion, that such steps will not in fact effect a Change of Control; (ii) a Change of Control has been effected; or (iii) such agreement to effect a Change of Control has been terminated.
Executive Incentive Compensation Recovery Policy
Each of the NEOs (collectively, the "Recovery Executives") has agreed to comply with the terms of the Recovery Policy and irrevocably authorize Obsidian Energy to deduct from each Recovery Executives’ respective salaries, wages, vacation allowances, expenses reimbursements, severance and/or any other incentive compensation, all amounts relating to the portion of that Recovery Executive’s incentive compensation (including bonus, Options, PSUs and RSUs) relating to the year(s) subject to a restatement of Obsidian Energy’s financial statements due to our material non-compliance with any applicable financial reporting requirements (other than that caused by a change in applicable financial reporting requirements or applicable accounting rules or interpretations) which is in excess of the amount of incentive compensation that would have been computed in accordance with the results as restated under the restatement, all amounts shall be calculated without regard to taxes paid. The full text of the Recovery Policy is available on the Corporation's website at www.obsidianenergy.com.
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TABLE OF ESTIMATED TERMINATION AND TERMINATION UPON CHANGE OF CONTROL AMOUNTS
The following table illustrates the estimated incremental payments, payables and benefits that would have been made to each of the NEOs pursuant to their respective NEO Agreements and pursuant to Options, PSUs and RSUs held by them as a result of the triggering events identified below, in each case assuming that such event occurred on December 31, 2025.
The table does not include the value of payments, payables and benefits already available to the NEO at December 31, 2025, such as any Options, PSUs and RSUs that had already vested at such date.
Name |
Triggering Event |
Payment Pursuant to NEO Agreement |
Payment Pursuant to Accelerated Vesting of Options and/or PSUs and/or RSUs Triggered by Termination(1) ($) |
Total |
Stephen Loukas |
Termination Without Cause(2) |
3,407,900 |
722,208 |
4,130,108 |
Termination With Cause(3) |
Nil |
Nil |
Nil |
|
Change of Control(4) |
3,407,900 |
1,351,206 |
4,759,106 |
|
Retirement / Resignation(5) |
Nil |
Nil |
Nil |
|
Peter Scott |
Termination Without Cause(2) |
2,033,250 |
383,430 |
2,416,680 |
Termination With Cause(3) |
Nil |
Nil |
Nil |
|
Change of Control(4) |
2,033,250 |
687,022 |
2,720,272 |
|
Retirement / Resignation(5) |
Nil |
Nil |
Nil |
|
Gary Sykes |
Termination Without Cause(2) |
1,384,375 |
649,466 |
2,033,841 |
Termination With Cause(3) |
Nil |
Nil |
Nil |
|
Change of Control(4) |
1,384,375 |
1,146,773 |
2,531,148 |
|
Retirement / Resignation(5) |
Nil |
Nil |
Nil |
|
Cliff Swadling |
Termination Without Cause(2) |
1,243,250 |
553,297 |
1,796,547 |
Termination With Cause(3) |
Nil |
Nil |
Nil |
|
Change of Control(4) |
1,243,250 |
980,430 |
2,223,680 |
|
Retirement / Resignation(5) |
Nil |
Nil |
Nil |
|
Mark Hawkins |
Termination Without Cause(2) |
1,087,750 |
518,090 |
1,605,840 |
Termination With Cause(3) |
Nil |
Nil |
Nil |
|
Change of Control(4) |
1,087,750 |
917,800 |
2,005,550 |
|
Retirement / Resignation(5) |
Nil |
Nil |
Nil |
Notes:
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We believe it is important to regularly engage with our Shareholders and other stakeholders in an open and transparent manner. Ongoing dialogue helps to build trust and support understanding around our corporate strategies, plans and results, while allowing us to hear directly from shareholders and other important stakeholders about any issues or concerns. In our commitment to active shareholder engagement, we communicate in a variety of ways to provide opportunities for Shareholders and stakeholders to obtain key information about the Corporation and create two-way interactions.
We view management accessibility of critical importance in the Shareholder engagement process. Our management team is committed to proactively updating investors and other stakeholders on a timely basis regarding material events, quarterly results and other key developments. Our management team participates in conferences throughout North America and stand-alone marketing trips with representatives of various investment research firms when appropriate, making corporate presentations and meeting one-on-one with institutional and retail investors. The goal of these conferences and marketing trips is to connect with the investment community and offer a platform for retail and institutional shareholders to view and discuss the Corporation’s strategy with members of management. Furthermore, our management team engages with our Shareholders through telephone, webcast and email interaction.
In addition to conferences and meetings, Obsidian Energy provides Shareholder engagement opportunities in multiple ways as set out in the table below.
Activity |
Engagement |
Annual Meeting |
Direct communication with executive team and the Board |
News releases and financial reports |
Disclosed through wire service providers, posted on SEDAR+ and EDGAR, and emailed to distribution lists maintained by Obsidian Energy and our transfer agent |
Investor presentations |
Published regularly on our website |
Conference calls and webcasts |
Communicate budget, financial and operational results to analysts, media, shareholders and the public, including open question and answer sessions |
Website |
Regular updates to our website of detailed financial and investor information and regulatory filings; also posted on social media channels |
Annual Say on Pay Vote |
Publish pay details through management information circular and disclose voting results after meeting |
Investor email and toll-free phone |
Responds to enquiries from Shareholders and interested stakeholders |
Shareholders are welcome to contact the Investor Relations Department or any of the directors or executive officers of Obsidian Energy, care of the Investor Relations Department, using the contact information in the "Miscellaneous Matters - Additional Information" section of this Information Circular or on the Obsidian Energy website.
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In connection with the matters to be put forth to shareholders pursuant to the sections "Matters to be Acted Upon at the Meeting – Approval of Amendments to Stock Option Plan, Unallocated Options and Approval of Unallocated Share Unit Awards Issuable under the Award Plan", management will be publishing a presentation explaining in more detail the rationale for its requested changes on the Corporation’s website at www.obsidianenergy.com
SUSTAINABILITY
We are committed to Environmental, Social and Governance ("ESG") practices that include mitigating our environmental impact, creating a culture where individuals and our communities are valued, and implementing best-in-class governance practices to ensure we are acting in the interests of our stakeholders. ESG practices are woven into everything we do to increase resilience, enhance development opportunities, reduce long-term risks and support the well-being of key stakeholders. Corporate goals that are aligned to promote improvements in ESG areas such as health and safety and environmental performance are integrated into our work processes and annual reward system, ensuring our actions are tied to our values.
The entire Obsidian Energy team, including the Board, management and employees, continue to strive for new and better ways to operate in our dedication to being a best-in-class company, operator and neighbour to support the environment, our communities, our people, our shareholders and the broader economy.
MISCELLANEOUS MATTERS
Indebtedness of Directors and Executive Officers
Obsidian Energy is not aware of any individuals who are either current or former executive officers, directors or employees of Obsidian Energy or any of Obsidian Energy's subsidiaries and who have indebtedness outstanding as at the date hereof (whether entered into in connection with the purchase of securities of Obsidian Energy or otherwise) that is owing to (i) Obsidian Energy or any of our subsidiaries, or (ii) another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Obsidian Energy or any of our subsidiaries.
Obsidian Energy is not aware of any individuals who are, or who at any time during 2025 were, a director or executive officer of Obsidian Energy, a proposed nominee for election as a director of Obsidian Energy, or an associate of any of those directors, executive officers or proposed nominees, who are, or have been at any time since January 1, 2023, indebted to Obsidian Energy or any of our subsidiaries, or whose indebtedness to another entity is, or at any time since January 1, 2023 has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Obsidian Energy or any of our subsidiaries.
Interest of Informed Persons in Material Transactions
There were no material interests, direct or indirect, of any Informed Person of Obsidian Energy, any proposed director of Obsidian Energy, or any associate or affiliate of any Informed Person or proposed director, in any transaction since January 1, 2025 or in any proposed transaction which has materially
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affected or would materially affect Obsidian Energy or any of our subsidiaries. "Informed Person" means: (i) a director or executive officer of Obsidian Energy; (ii) a director or executive officer of a person or company that is itself an Informed Person or subsidiary of Obsidian Energy; and (iii) any person or company who beneficially owns or controls or directs, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares.
Interest of Certain Persons or Companies in Matters to be Acted Upon
Management of Obsidian Energy is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of Obsidian Energy at any time since January 1, 2023, any proposed nominee for election as a director of Obsidian Energy, or of any associate or affiliate of any of the foregoing persons or companies, in respect of any matter to be acted on at the Meeting (other than the election of directors of Obsidian Energy).
Additional Information
Additional information relating to Obsidian Energy is available on our website at www.obsidianenergy.com, SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. Financial information in respect of Obsidian Energy and its affairs is provided in Obsidian Energy's annual audited comparative financial statements for the year ended December 31, 2025 and the related management's discussion and analysis. Paper copies of Obsidian Energy's financial statements and related management discussion and analysis are available upon request from Obsidian Energy's Investor Relations department at:
Address: 200, 207 9th Avenue SW, Calgary, Alberta, T2P 1K3
Telephone: 1-888-770-2633
Email: investor.relations@obsidianenergy.com
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APPENDIX A
FORM 58-101F1 – CORPORATE GOVERNANCE DISCLOSURE
National Instrument 58-101 entitled "Disclosure of Corporate Governance Practices" ("NI 58 101") requires that if management of an issuer solicits proxies from its security holders for the purpose of electing directors, certain prescribed disclosure respecting corporate governance matters be included in its management information circular and proxy statement. The TSX also requires listed companies to provide, on an annual basis, the corporate governance disclosure which is prescribed by NI 58-101. The prescribed corporate governance disclosure for Obsidian Energy is that contained in Form 58-101F1 which is attached to NI 58-101 ("Form 58-101F1 Disclosure").
The Board is, in effect, responsible for the overall stewardship and governance of Obsidian Energy and has put in place standards and benchmarks by which that responsibility can be measured.
Set out below is a description of Obsidian Energy's current corporate governance practices, relative to the Form 58-101F1 Disclosure (which is set out below in bold type). Obsidian Energy's corporate governance practices meet or exceed all applicable Canadian requirements.
See "Information Concerning the Board and Director Nominees - Director Independence".
See "Information Concerning the Board and Director Nominees - Director Independence".
The Board has determined that a majority of the current directors (six of seven, or 85.7%) are independent. The Board has determined that following the Meeting, six of seven (or 85.7%) of the directors will be independent, provided all of management's nominees are elected to the Board.
See "Information Concerning the Board and Director Nominees - Other Public Company Board Memberships".
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The Board has a policy providing that the independent directors meet without members of management and non-independent directors present at the conclusion of every meeting of the Board and every meeting of any committee of the Board. The number of Board and committee meetings held in 2025 is disclosed in "Information Concerning the Board and Director Nominees - Director Attendance Record".
The Board has determined that the chair of the Board, Gordon Ritchie, is an independent director within the meaning of NI 58-101. The Board, in conjunction with the HRG&C Committee, has developed broad terms of reference for the Chair of the Board which includes managing and developing a more effective Board and ensuring that the Board can function independently of management and work with management to monitor and influence strategic management and Shareholder and other third party relations.
See "Information Concerning the Board and Director Nominees - Director Attendance Record".
The mandate of the Board is attached to this Information Circular as Appendix B.
The Board has written terms of reference for the chair of the Board and the chair of each committee of the Board.
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The Board, in conjunction with the Chief Executive Officer, has developed a written position description for the Chief Executive Officer.
See "Other Board Information – Director Orientation and Education - Director Orientation Program".
See "Other Board Information – Director Orientation and Education - Director Continuing Education".
Obsidian Energy has adopted a policy titled "Governance Guidelines" that addresses, among other things, director orientation and continuing education. The Governance Guidelines have been posted on Obsidian Energy's website at www.obsidianenergy.com.
The Board has adopted a written Code of Business Conduct and Ethics applicable to all employees of Obsidian Energy, including directors, officers, and employees which is located on SEDAR+ at www.sedarplus.ca, and on Obsidian Energy's website at www.obsidianenergy.com.
The Board monitors compliance with the code by requiring annual certifications by its officers and senior financial management that they will comply with the code and through the "whistleblower" policy which provides a procedure for the submission of information by any director, officer or employee relating to possible violations of the codes.
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There were no material change reports filed since January 1, 2025 pertaining to any conduct of a director or executive officer that constitutes a departure from the code.
In accordance with the Business Corporations Act (Alberta), directors who are a party to, or are a director or an officer of a person who is a party to, a material contract or material transaction or a proposed material contract or proposed material transaction are required to disclose the nature and extent of their interest and not to vote on any resolution to approve the contract or transaction. In certain cases, an independent committee may be formed to deliberate on such matters in the absence of the interested party.
The Board has also adopted a "Whistleblower Policy" wherein directors, officers and employees of Obsidian Energy and others are provided with a mechanism by which they can raise complaints regarding financial and regulatory reporting, internal accounting controls, auditing or health, safety and environmental matters or any other matters and raise concerns about any violations of Obsidian Energy's Code of Business Conduct and Ethics in a confidential and, if felt necessary, anonymous process.
The HRG&C Committee is responsible for identifying and recommending to the Board new candidates for addition to the Board or for Board nomination, having regard to the strengths and composition of the Board and the HRG&C Committee’s perception of the evolving needs of Obsidian Energy.
The HRG&C Committee is comprised of only independent directors.
The HRG&C Committee has within its mandate the responsibilities of a nominating committee. The committee is responsible for identifying and recommending to the Board new candidates for
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nomination to the Board having regard to the competencies, skills and personal qualities of the candidates and the Board members' and the committee's perception of the needs of Obsidian Energy. The committee also reviews the proposed director nominees for Obsidian Energy's annual management proxy circular and recommends such director nominations for approval by the Board.
Compensation of Directors
See "Remuneration of Directors".
Compensation of Officers
See "Compensation Discussion & Analysis – Executive Compensation Review Process".
The HRG&C Committee is composed entirely of independent directors.
The HRG&C Committee has been delegated the responsibility to:
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Operations & Reserves Committee
Members: Michael Faust (Chair), Raymond Crossley, Edward Kernaghan and Gordon Ritchie, all of whom are independent directors.
The Operations & Reserves Committee assists the Board in fulfilling its oversight responsibilities relating to oil and natural gas reserves and resources data and health, safety, environmental and regulatory compliance matters. The main objectives of the Committee are to assist the Board in meeting its oversight responsibilities in respect of:
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See "Other Board Information - Board Assessment and Nominations".
The Board's objective is to be a balanced board made up of members with diverse characteristics, experience and tenure. We do not have a retirement age policy for directors. In addition, our Board does not believe that fixed term limits are in the best interests of our Company. Our HRG&C 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 and conducts a director performance assessment process each year. For details regarding our Board's annual performance assessment process, see "Other Board Information – Board and Director Performance Assessment". The HRG&C 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.
Yes, the Board has adopted a written Diversity Policy relating to, among other things, the identification and nomination of women directors.
The objective of Obsidian Energy's Diversity Policy is to ensure that Obsidian Energy captures the business and economic potential that is derived from diversity at all organizational levels. Pursuant to the policy, in identifying suitable candidates for election to the Board, individual members of the Board and the HRG&C Committee are accountable to confirm that diversity, including gender diversity, is considered and is an important factor in the selection of new candidates for nomination as directors.
Among other things, the executive search firms utilized by the Board to assist with the identification of candidates for nomination to the Board or appointment to the senior
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management team are selected, in part, on their proven ability to identify candidates of diverse backgrounds.
The Diversity Policy was adopted on March 11, 2015. As of the date hereof, one of Obsidian Energy's seven directors is a woman.
The effectiveness of Obsidian Energy's Diversity Policy is assessed through a thorough review of all potential candidates against clear criteria for the knowledge, experience, training and skills required to assist Obsidian Energy to capitalize on the opportunities available to it.
To ensure the success of Obsidian Energy, as it annually reviews succession and Board effectiveness, the Board is committed to actively recruit Board members from diverse backgrounds. In identifying suitable candidates for election to the Board, individual members of the Board and the HRG&C Committee are accountable to confirm that diversity, including gender diversity, is considered and is an important factor in the selection of new candidates for nomination to our Board.
The Board recognizes that diversity within Obsidian Energy is essential for the growth and prosperity of the Corporation. When appointing an individual to the senior management team, the diversity of the entire organization is reviewed to ensure that Obsidian Energy benefits from the strategic and operational advantages of diversity.
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Obsidian Energy has not adopted a target regarding women on its Board, as it believes that the use of objective criteria to identify Board nominees is in the best interests of Obsidian Energy and our stakeholders and more effective than the use of quotas and targets to identify qualified candidates.
Obsidian Energy has not adopted a target regarding women in executive officer positions, as it believes that the use of objective criteria to identify executives is in the best interests of Obsidian Energy and our stakeholders and more effective than the use of quotas and targets to identify qualified candidates.
Not applicable.
Not applicable.
Assuming the election of management’s proposed nominees to the Board, Obsidian Energy's Board will include one woman, representing 14.3% of the directors.
None of Obsidian Energy's executive officers are women at the present time, although women have held executive positions at Obsidian Energy in the past.
Other Activities of the Board
The Board is responsible for the stewardship of the Corporation and its subsidiaries. In particular, the Board approves significant operational decisions and all decisions relating to: (i) the long-term strategic direction of the Corporation; (ii) the acquisition and disposition of properties for a purchase price or proceeds in excess of an amount established by the Board from time to time; (iii) the approval of capital expenditure budgets; (iv) the establishment of credit facilities; (v) any offers for Shares; (vi) any issuances of additional Shares; (vii) the determination of dividend policies; and (viii) establishing and administering the Stock Option Plan, Award Plan, and Savings Plan and any other equity-based and/or long-term compensation plans.
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The Board, in part, performs its mandated responsibilities through the activities of its three current standing committees: the Audit Committee, the HRG&C Committee and the Operations & Reserves Committee. The Board and its committees have access to senior management on a regular basis as Mr. Loukas, the President and Chief Executive Officer is a director and attends all meetings of the Board along with other executive officers who are invited to attend Board meetings to provide necessary information to facilitate stewardship and oversight activities.
The Board and the HRG&C Committee have developed terms of reference for the Chair of the Board and the Chief Executive Officer with a view to ensuring that the Board can operate efficiently on a fully informed basis independent of management. As such, the Chief Executive Officer reports directly to the Board. The Board has determined that none of the directors who serve on our committees has a material relationship with Obsidian Energy that could reasonably interfere with the exercise of a director's independent judgment. The Chair of the Board is an independent director and is responsible for managing the affairs of the Board and our committees, including ensuring the Board is organized properly, functions effectively and independently of management and meets its obligations and responsibilities.
Other Matters Relating to the Audit Committee
All of the members of the Audit Committee are independent and financially literate. See "Audit Committee Disclosures" in Obsidian Energy's annual information form for the year ended December 31, 2025 for information regarding Obsidian Energy's Audit Committee, including the disclosure mandated by National Instrument 52-110 – Audit Committees. See our website at www.obsidianenergy.com, for a copy of the Audit Committee's mandate.
Code of Business Conduct and Ethics
Each year, Obsidian Energy distributes to all of our directors, officers and employees a Code of Business Conduct and Ethics dealing with business integrity, accuracy of records and reporting, conflicts of interest, insider trading, protection and proper use of Obsidian Energy's assets, reporting of illegal or unethical behaviour and other matters. Employees are encouraged and enabled to utilize the Whistleblower facilities in relation to any concerns as to questionable accounting, auditing, financial reporting or any other concerns. Compliance affirmations are obtained annually for all directors and executives and certain key financial and operational employees and for a broader group of Obsidian Energy's staff. The code is available on Obsidian Energy's website at www.obsidianenergy.com.
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APPENDIX B
MANDATE OF THE BOARD OF DIRECTORS
The Board of Directors (the "Board") of Obsidian Energy Ltd. (the "Corporation") is responsible for the stewardship of the Corporation and its subsidiaries (the Corporation and its subsidiaries, collectively, "Obsidian Energy"). 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 the Corporation. In general terms, the Board will:
Without limiting the generality of the foregoing, the Board will perform the following duties.
STRATEGIC, OPERATING, CAPITAL AND FINANCING PLANS
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MONITORING AND ACTING
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COMPLIANCE REPORTING AND CORPORATE COMMUNICATIONS
GOVERNANCE
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DELEGATION
COMPOSITION
MEETINGS
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REPORTING / AUTHORITY
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APPENDIX C
GLOSSARY OF FREQUENTLY USED DEFINED TERMS, NON-GAAP and OTHER FINANCIAL MEASURES, OIL AND GAS INFORMATION ADVISORY and Forward-Looking Statement Advisory
To help you in understanding this Information Circular, we use the following terms, which are defined below.
"ABCA" means the Business Corporations Act (Alberta).
"Award Plan" or "Restricted and Performance Share Unit Plan" means the restricted and performance share unit plan of Obsidian Energy, as amended and restated from time to time.
"Beneficial Shareholders" means Shareholders who do not hold Shares in their own name but rather through a broker, financial institution, trustee, nominee or other intermediary.
"Board" or "Board of Directors" means the board of directors of Obsidian Energy as it may be constituted from time to time.
"boe" means barrels of oil equivalent. See the "Oil and Gas Information Advisory" below for more information regarding barrels of oil equivalent.
"boe/d" means boe per day.
"Broadridge" means Broadridge Financial Solutions, Inc. and its affiliates.
"DSU" or "Deferred Share Unit" means a deferred share unit granted under the DSU Plan.
"DSU Plan" means the Deferred Share Unit Plan of the Corporation for Non-Management Directors.
"Early Vested PSU" has the meaning given to such term in "Termination and Change of Control Benefits - NEO Agreements".
"Early Vested RSU" has the meaning given to such term in "Termination and Change of Control Benefits - NEO Agreements".
"equity incentive plan" means, for the purposes of applicable Canadian securities legislation, an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment.
"Executive Compensation Peer Group" has the meaning given to such term in "Executive Compensation Review Process - Executive Compensation Peer Group and Benchmarking".
"HRG&C Committee" means the Human Resources, Governance & Compensation Committee of the Board.
"incentive plan" means, for the purposes of applicable Canadian securities legislation, any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period.
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"Information Circular" means this management information circular and proxy statement dated March 15, 2026.
"Insider" has the meaning ascribed thereto in the Stock Option Plan or the Award Plan, as applicable, from time to time.
"Instrument of Proxy" means the form of proxy provided to registered Shareholders by the Corporation for use in respect of the Meeting.
“Laulima” means Laulima Consulting Inc.
"Management" means the management of Obsidian Energy.
"Management Director" means a director of Obsidian Energy who is also a full-time or part-time employee of Obsidian Energy. For greater clarity, Mr. Loukas was the only Management Director in 2025 and remains so as at March 15, 2026.
"Meeting" means the annual and special meeting of Shareholders to be held on Thursday, May 7, 2026, as it may be adjourned or postponed to which this Information Circular relates.
"mmboe" means million barrels of oil equivalent. See the "Oil and Gas Information Advisory" below for more information regarding barrels of oil equivalent.
"Named Executive Officers" or "NEOs" means for 2025: Stephen Loukas, President and Chief Executive Officer; Peter Scott, Senior Vice President and Chief Financial Officer; Gary Sykes, Senior Vice President, Commercial & Development; Cliff Swadling, Vice President, Operations; and Mark Hawkins, Vice President, Legal, General Counsel & Corporate Secretary. "Named Executive Officer" or "NEO" means any one of the Named Executive Officers.
"NI 58-101" means National Instrument 58-101 Disclosure of Corporate Governance Practices.
"non-equity incentive plan" means, for the purposes of applicable Canadian securities legislation, an incentive plan or portion of an incentive plan that is not an incentive plan under which awards are granted and that falls within the scope of IFRS 2 Share-Based Payment.
"Non-Management Director" means a director of Obsidian Energy who is not also an employee of Obsidian Energy.
"Obsidian Energy", "Company", "Corporation", "we" or "our" means Obsidian Energy Ltd. and its subsidiaries.
"Option" means a right to purchase a Share issued under the Stock Option Plan.
"option-based awards" means, for the purposes of applicable Canadian securities legislation, awards under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.
"Proxy Deadline" means 9:00 a.m. (Mountain Daylight Time) on May 5, 2026 or 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjourned or postponed Meeting.
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"PSU" or "PSU Award" means a performance share unit issued under the Award Plan.
"Recovery Policy" means the Incentive Compensation Recovery Policy adopted in November 2023 and effective October 2, 2023.
"Relative Total Shareholder Return" or "RTSR" means the percentile rank of Obsidian Energy's Total Shareholder Return relative to returns calculated on a similar basis on equity securities of members of Obsidian Energy's peer performance group during the applicable performance period.
"reserves" are estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, as of a given date, based on the analysis of drilling, geological, geophysical, and engineering data; the use of established technology; and specified economic conditions, which are generally accepted as being reasonable. Reserves are classified according to the degree of certainty associated with the estimates. For information regarding our reserves, see our Annual Information Form for the year ended December 31, 2025 dated February 19, 2026 which is available in Canada at www.sedarplus.ca and in the United States at www.sec.gov.
"PF" means the performance factor of a PSU under the Award Plan.
"RSU" or "RSU Award" means an incentive award issued under the Award Plan.
"Savings Plan" means the Employee Retirement/Savings Plan of Obsidian Energy.
"Security Based Compensation Arrangements" has the meaning ascribed thereto in Part VI of the Company Manual of the TSX, as amended from time to time.
"SEDI" means Canada's System for Electronic Disclosure by Insiders.
"Share" means a common share in the capital of Obsidian Energy.
"Share Unit Award" means an RSU Award or a PSU Award, as the case may be.
"share-based awards" means, for the purposes of applicable Canadian securities legislation, awards under an equity incentive plan of equity-based instruments that do not have option-like features, including common shares, restricted shares, restricted share units, DSUs, phantom shares, phantom share units, common share equivalent units and stock.
"Shareholder" or "You" means a person who owns, directly or indirectly, Shares of Obsidian Energy.
"STIP" means short term incentive plan.
"Stock Option Plan" means the stock option plan of Obsidian Energy, as amended and restated from time to time.
"Total Shareholder Return" or "TSR" means, with respect to any performance period, the total return to Shareholders on Shares calculated using cumulative dividends or other distributions on a reinvested basis and the change in the trading price of the Shares on the TSX over the performance period.
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"Transaction" means a merger and acquisition transaction involving Obsidian whereby either of the following occurs: (i) the Obsidian Board of Directors, immediately prior to such transaction closing, acting reasonably, determines that such transaction sufficiently warrants the vesting of the Equity Award, taking into account, among other things, (a) the Obsidian lender and creditor situation before the public announcement of the transaction and after the closing date of the transaction, and (b) the trading price of Obsidian's common shares before the public announcement of the transaction and after the closing date of the transaction; or (ii) all or substantially all of Obsidian's common shares or assets are acquired.
"TSX" means the Toronto Stock Exchange.
"Voting Instruction Form" means the voting instruction form provided to a Beneficial Shareholder for the purpose of obtaining the Beneficial Shareholder's voting instructions in respect of the matters to be considered at the Meeting.
Non-GAAP and Other Financial Measures
Throughout this Information Circular and in other materials disclosed by the Company, we employ certain measures to analyze financial performance, financial position, and cash flow. These non-GAAP and other financial measures do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures provided by other issuers. The non-GAAP and other financial measures should not be considered to be more meaningful than GAAP measures which are determined in accordance with IFRS, such as net income and cash flow from operating activities, as indicators of our performance.
Non-GAAP Financial Measures for the purposes of Cash Bonus Calculations for 2025
The following measures are non-GAAP financial measures: net operating costs and netback. These non-GAAP financial measures are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other issuers. See the disclosure under the section "Non-GAAP and Other Financial Measures" in our MD&A for the year-ended December 31, 2025, for an explanation of the composition of these measures, how these measures provide useful information to an investor, and the additional purposes, if any, for which management uses these measures.
Oil and Gas Information Advisory
Barrels of Oil Equivalent
Barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet of natural gas to one barrel of crude oil is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is misleading as an indication of value.
This information circular contains certain oil and gas metrics, including "Reserve Replacement (1P)" and "Reserve Replacement (2P)", which do not have standardized meanings or standard methods of calculation and therefore such measure may not be comparable to similar measures used by other companies. Such metrics are commonly used in the oil and gas industry and have been included herein to
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provide readers with additional measures to evaluate the Company's performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.
For the purposes of the 2025 cash bonus calculations:
“Operating Netback” is the per unit of production amount of revenue less royalties, net operating expenses and transportation expenses.
"Reserves Replacement (1P)" is calculated as the sum of total proved reserves for the period excluding price impacts and acquisition & divestiture activity, divided by the A&D adjusted corporate production for the period.
"Reserves Replacement (2P)" is calculated as the sum of total proved plus probable reserves for the period excluding price impacts and acquisition & divestiture activity, divided by the A&D adjusted corporate production for the period.
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APPENDIX D
Stock Option Plan
Amended and Restated May 7, 2026
The purpose of this plan is to aid in attracting, retaining and motivating the directors, officers, employees and other eligible Service Providers of the Obsidian Energy Group in the growth and development of the Obsidian Energy Group by providing them with the opportunity through Options to acquire an increased proprietary interest in the Corporation.
This Plan shall be administered by the Committee. The Committee shall have full and final discretion to interpret the provisions of this Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of this Plan, including without limitation rules as to vesting. All decisions and interpretations made by the Committee shall be binding and conclusive on the Optionees and the Corporation, subject to receipt of securityholder approval if required by any applicable stock exchange.
The Committee may from time to time designate the directors, officers and employees of, and other eligible Service Providers to, the Obsidian Energy Group to whom Options may be granted and the number of Common Shares to be optioned to each, provided that the number of Common Shares to be optioned shall not exceed the limitations provided in Section 4 hereof.
Notwithstanding any other provision of this Plan:
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For the purposes of this Section 4, any increase in the issued and outstanding Common Shares (whether as a result of the exercise of Options or otherwise) will result in an increase in the number of Common Shares that may be issued on exercise of Options outstanding at any time and any increase in the number of Options granted will, upon exercise, make new grants available under this Plan.
Options that are cancelled, terminated or expire prior to the exercise of all or a portion thereof shall result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to this Plan to the extent of any Common Shares issuable thereunder that are not issued under such cancelled, terminated or expired Options.
The Committee may, in its sole discretion, determine: (i) the time during which Options shall vest; (ii) the method of vesting; or (iii) that no vesting restriction shall exist. In the absence of any determination by the Committee to the contrary, Options will vest and be exercisable as to one-fifth (1/5) of the total number of Common Shares subject to the Options on each of the first, second, third, fourth and fifth anniversaries of the date of grant (computed in each case to the nearest whole Common Share). Notwithstanding the foregoing, the Committee may, at its sole discretion at any time or in the Option Agreement in respect of any Options granted, accelerate or provide for the acceleration of vesting of Options previously granted.
The exercise price of Options granted under the Plan shall be fixed by the Committee when such Options are granted, provided that the exercise price of Options shall not be less than the Market Price of the Common Shares at the time an Option is granted.
The period during which an Option is exercisable shall, subject to the provisions of this Plan requiring or permitting acceleration of rights of exercise or the extension of the exercise period, be such period, not in excess of six (6) years, as may be determined from time to time by the Committee, but subject to the rules of any stock exchange or other regulatory body having jurisdiction, and in the absence of any determination to the contrary will be six (6) years from the date of grant (the "Termination Date"). In addition, unless the Corporation and an Optionee agree otherwise in an Option Agreement or other written agreement (such as an agreement of employment or consultancy), each Option shall provide that:
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If the normal expiry date of any Options falls within any Black‑Out Period or within seven (7) business days following the end of any Black-Out Period (the "Restricted Options"), then the expiry date of all Restricted Options shall, without any further action, be extended to the date that is seven (7) business days following the end of the Black-Out Period (or such longer period as permitted by the TSX and approved by the Committee). The foregoing extension applies to all Options whatever the date of grant and shall not be considered to be an extension of the term of the Options as contemplated by paragraph (iii) in Section 19 hereof.
This Plan does not confer upon an Optionee any right with respect to continuation of employment by or service provision to any of the entities comprising the Obsidian Energy Group, nor does it interfere in any way with the right of the Optionee or any of the entities comprising the Obsidian Energy Group to terminate the Optionee's employment or service provision at any time.
Subject to the provisions of this Plan, an Option may be exercised from time to time by delivery to the Corporation at its head office in Calgary, Alberta or such other place as may be specified by the Corporation, of a written notice of exercise specifying the number of Common Shares with respect to which the Option is being exercised, and accompanied by payment in full of: (i) the purchase price of the Common Shares then being purchased; and (ii) any amount required to be paid pursuant to Section 20. Notwithstanding the foregoing, the Committee may, in its sole discretion, vary the aforementioned procedure for exercising an Option from time to time.
Subject to the provisions of this Plan, if permitted by the Committee, an Optionee may elect to exercise an Option by surrendering such Option in exchange for the issuance of Common Shares equal to the number determined by dividing the Market Price (calculated as at the date of exercise) into the difference between the Market Price (calculated as at the date of exercise) and the exercise price of such Option. An Option may be exercised pursuant to this Section 9 from time to time by delivery to the Corporation at its head office in Calgary, Alberta or such other place as may be specified by the Corporation, of a written notice of exercise specifying that the Optionee has elected to make a cashless exercise of such Option and the number of Options to be exercised (provided that the Committee may, in its sole discretion, vary the aforementioned procedure for exercising an Option from time to time). The Corporation will not be required, upon the exercise of any Options pursuant to this Section 9, to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, the Corporation will pay to the Optionee within ten (10) business days after the exercise date, an
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amount in lawful money of Canada equal to the then Fair Market Value of such fractional interest, provided that the Corporation will not be required to make any payment, calculated as aforesaid, that is less than $10.00. Upon exercise of the foregoing, the number of Common Shares actually issued shall be deducted from the number of Common Shares reserved with the TSX for future issuance under the Plan and the balance of the Common Shares that were issuable pursuant to the Options so surrendered shall be considered to have been cancelled and available for further issuance. Any reference in this Section 9 to the issuance of Common Shares or the payment of cash is subject to compliance with Section 20.
An Optionee may make an offer (the "Surrender Offer") to the Corporation, at any time, for the disposition and surrender by the Optionee to the Corporation (and the termination thereof) of any of the Options granted hereunder for an amount (not to exceed the Fair Market Value of the Common Shares less the exercise price of the Options) specified in the Surrender Offer by the Optionee, and the Corporation may, but is not obligated to, accept the Surrender Offer, subject to any regulatory approval required. If the Surrender Offer, either as made or as renegotiated, is accepted, the Options in respect of which the Surrender Offer relates shall be surrendered and deemed to be terminated and cancelled and shall cease to grant the Optionee any further rights thereunder upon payment of the amount of the agreed Surrender Offer by the Corporation to the Optionee. The Corporation may, in its sole discretion, elect to allow an Optionee to claim such deductions in computing taxable income of such Optionee, if any, that may be available to the Optionee in respect of any amount received by the Optionee pursuant to this Section 10, provided that the Corporation shall be under no obligation, express or implied, to make such election. Any reference in this Section 10 to the payment of cash is subject to compliance with Section 20.
In the event:
subject to any required approval of the TSX, the Board may make such adjustments to this Plan and to any Options outstanding under this Plan, and may make such amendments to any Option Agreements outstanding under this Plan, as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Optionees hereunder and\or to provide for the Optionees to receive and accept such other securities or property in lieu of Common Shares, and the Optionees shall be bound by any such determination.
If the Corporation fixes a record date for a distribution to all or substantially all of the holders of the Common Shares of cash or other assets (other than a dividend in the ordinary course of business), subject to any required approval of the TSX, the Board may, in its sole discretion, but for greater certainty shall not be required to, make an adjustment to the exercise price of any Options outstanding on the record date for such distribution and make such amendments to any Option Agreements outstanding under the Plan to give effect thereto, as the Board may, in its sole discretion, consider appropriate in the circumstances.
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Except in the case of a transaction that is a Change of Control and to which Sections 13 and 14 apply, if the Corporation enters into any transaction or series of transactions whereby the Corporation or all or substantially all of the assets of the Corporation and its Subsidiaries (on a consolidated basis) would become the property of any other trust, body corporate, partnership or other person (a "Successor"), whether by way of Takeover Bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (each a "Transaction"), prior to or contemporaneously with the consummation of such Transaction the Corporation and the Successor will execute such instruments and do such things as the Committee may determine are necessary to establish that upon the consummation of such Transaction the Successor will assume the covenants and obligations of the Corporation under this Plan and the Option Agreements outstanding on consummation of such Transaction. Any such Successor shall succeed to, and be substituted for, and may exercise every right and power of the Corporation under this Plan and Option Agreements with the same effect as though the Successor had been named as the Corporation herein and therein and thereafter, the Corporation shall be relieved of all obligations and covenants under this Plan and such Option Agreements and the obligation of the Corporation to the Optionees in respect of the Options shall terminate and be at an end and the Optionees shall cease to have any further rights in respect thereof including, without limitation, any right to acquire Common Shares upon vesting of the Options.
Alternatively, and in lieu of making such provision, in the event of such Transaction (provided that if the Transaction constitutes a Takeover Bid, it (i) is not exempt from the takeover bid requirements of applicable securities legislation, and (ii) shall have been approved or recommended for acceptance by the Board) the Corporation shall have the right to satisfy any obligations to the Optionee in respect of any Options outstanding by paying to the Optionee, in cash, and as proceeds of disposition for an Optionee's Options, the difference between the exercise price of all unexercised Options granted hereunder and the fair market value of the securities to which the Optionee would be entitled upon exercise of all unexercised Options. The Corporation may, at its sole discretion, elect to allow an Optionee to claim such deductions in computing taxable income of such Optionee, if any, that may be available to the Optionee in respect of any amount received by the Optionee pursuant to this Section 12, however, the Corporation is under no obligation, express or implied, to make such election. Any determinations as to fair market value of any securities shall be made by the Committee, and any reasonable determination made by the Committee shall be binding and conclusive and, upon payment as aforesaid, the Options shall terminate and the Optionee shall cease to have any further rights in respect thereof.
Notwithstanding any other provision in this Plan or the terms of any Option Agreement, if there takes place a Change of Control and within one (1) year of the Change of Control there is an event or events that constitute Good Reason for the Optionee, the Optionee shall have the right for a period of thirty (30) days following the event or events that constitute Good Reason to terminate their employment upon providing the Corporation with two (2) week’s advance written notice (the “Notice”). In the event the Optionee makes such election, all issued and outstanding Options shall be exercisable (whether or not then vested) immediately prior to the time the Optionee provides the Notice and shall terminate on the 90thday after the occurrence of such Notice, or at such earlier time as may be established by the Board, in its absolute discretion, prior to the time such Notice takes place.
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An Optionee shall have no rights or privileges whatsoever as a shareholder of the Corporation in respect of any Common Shares issuable upon exercise of an Option granted pursuant to this Plan (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of Common Shares in respect of which the Optionee shall have exercised the Option to purchase hereunder and which the Optionee shall have actually taken up and paid for in accordance with this Plan (including without limitation Section 8 hereof) and in respect of which certificates shall have been issued and delivered.
This Plan shall be subject to the approval, if required, of any stock exchange on which the Common Shares are listed for trading. Any Options granted prior to receipt of such approval and after listing on any such
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stock exchange shall be conditional upon such approval being given and no such Options may be exercised unless such approval, if required, is given.
The provisions herein in respect of the grant of Options shall apply, with appropriate modifications, to the grant of Options to a company either: (i) wholly-owned by any person to whom Options may otherwise be granted hereunder; or (ii) controlled by any person to whom Options may otherwise be granted hereunder (and the shares of which are held directly or indirectly by any such person and such person's spouse, minor children and/or minor grandchildren); subject to any requirements of any applicable regulatory authority having jurisdiction.
An agreement (an "Option Agreement") will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which Option Agreement will set out the number of Common Shares subject to Option, the exercise price, the vesting dates, the expiry date and any other terms approved by the Committee, all in accordance with the provisions of this Plan. The Option Agreement will be in such form as the Committee may from time to time approve or authorize the officers of the Corporation to enter into and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting Options in the income tax or other laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation. Such Option Agreements may also contain such other provisions as the Committee may determine. In the Committee's discretion, an Option Agreement may take the form of a physical or electronic notice delivered by the Corporation to the Optionee and setting out the terms of the grant of Options to the Optionee, and the Optionee's acceptance of such notice shall be deemed to be the agreement of the Optionee to accept the Options so granted based on the terms contained in this Plan and the notice of Option grant. In the event of a conflict between the terms of any Option Agreement and this Plan, the terms of this Plan shall govern.
Subject to the restrictions set forth below, the Board may, by resolution, amend or discontinue this Plan and any Option granted under it (together with any related Option Agreement) at any time without shareholder approval; provided however, that without the prior approval of the shareholders of the Corporation (or such other approval as may be required by the TSX or such other stock exchange on which the Common Shares are listed and posted for trading), the Board may not:
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Any amendment to this Plan or to outstanding Options that requires approval of any stock exchange on which the Common Shares are listed for trading may not be made without the approval of such stock exchange.
The Board may amend or discontinue the Plan or outstanding Options at any time without the consent of an Optionee, provided that such amendment shall not adversely alter or impair any Option previously granted under the Plan, except as otherwise permitted hereunder.
The Committee may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of any relevant stock exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights, subject to the receipt of the approval of that stock exchange or regulatory authority.
The Corporation shall have the power and the right to deduct or withhold, or require (as a condition of exercise) an Optionee to remit to the Corporation, the required amount to satisfy, in whole or in part, federal, provincial, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan, including the grant or exercise of Options granted under this Plan. With respect to required withholding, the Corporation shall have the irrevocable right to (and the Optionee consents to) the Corporation setting off any amounts required to be withheld, in whole or in part, against amounts otherwise owing by the Corporation to such Optionee (whether arising pursuant to the Optionee's relationship as an officer or employee of the Corporation or as a result of the Optionee providing services on an ongoing basis to the Corporation or otherwise), or may make such other arrangements as are satisfactory to the Optionee and the Corporation. In addition, the Corporation may elect, in its sole discretion, to satisfy the withholding requirement, in whole or in part, by withholding such number of Common Shares as it determines are required to be sold by the Corporation, as trustee, to satisfy the withholding obligation net of selling costs (which costs shall be the responsibility of the Optionee and which shall be and are authorized to be deducted from the proceeds of sale). The Optionee consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Common Shares and acknowledges and agrees that the Corporation does not accept responsibility for the price obtained on the sale of such Common Shares. Any reference
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in this Plan to the issuance of Common Shares or a payment of cash is expressly subject to this Section 20.
Optionees (or their beneficiaries) shall be responsible for all taxes with respect to any Option outstanding under this Plan, whether arising as a result of the grant or exercise of Options or otherwise. The Corporation and the Committee make no guarantees to any person regarding the tax treatment of an Option or payments made under this Plan and none of the Corporation or any of its directors, officers, employees or representatives shall have any liability to an Optionee with respect thereto.
For the purposes of this Plan and all Option Agreements, unless otherwise provided in the applicable Option Agreement or other written agreement (such as an agreement of employment), subject to the discretion of the Committee, an Optionee shall be deemed to have ceased to be a Service Provider to the Obsidian Energy Group (or any one of the entities comprising such group), and an Optionee shall be deemed to have been terminated or resigned from employment or a consulting arrangement with the Obsidian Energy Group (and each of the entities comprising such group) for the purposes hereof, on the first to occur of (i) the date of such termination or resignation, or (ii) the date (as determined by the Committee) that the Optionee ceases in the active performance of all of the regular duties of the Optionee's job, which includes the carrying on of all of the usual and customary day to day duties of the job for the normal and scheduled number of hours in each working day; the foregoing to apply whether or not adequate or proper notice of termination shall have been provided by and to the Obsidian Energy Group (or any one of the entities comprising such group) in respect of such termination of employment or consulting arrangement. For greater certainty, a transfer of the Optionee's employment or service from one member of the Obsidian Energy Group to another member of the Obsidian Energy Group shall not be deemed to be a cessation of employment or service for the purposes of this Agreement.
Notwithstanding the foregoing paragraph, it shall not be considered a termination of the Service Provider relationship if an Optionee is placed on a leave of absence ("Leave") which is considered by the Committee as continuing intact the Service Provider relationship. In such a case, the Service Provider relationship shall be continued until the later of (i) the date when the Leave equals ninety (90) days, and (ii) the date when an Optionee's right to re-employment shall no longer be guaranteed either by applicable laws or by contract; provided that in the event that active employment or service provision is not renewed at the end of the Leave, the Service Provider relationship shall be deemed to have ceased at the beginning of the Leave. If an Optionee shall take a Leave for a period of time that is greater than 90 days, the Committee may, in its sole discretion, modify or change the vesting terms of any Options granted to such Optionee in order to take into account the period of the Leave.
Options shall not be assignable by the Optionee either in whole or in part and, upon any purported assignment being made in contravention of the terms hereof, such Options shall become null and void and be of no further force or effect.
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This Plan shall be governed by and administered and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.
Where used herein, the following terms shall have the following meanings, respectively:
% = 100 * (X / Y)
where,
X = the number of Options granted in any calendar year; and
Y = the weighted average number of Common Shares that are outstanding (on a non-diluted basis) during such calendar year;
(b)(a) "Black‑Out Period" means the period of time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons as designated by the Corporation, including any holder of an Option;
(c)(b) "Board" means the board of directors of the Corporation as constituted from time to time;
(d)(c) "business day" means a day other than a Saturday, Sunday or other day when banks in the City of Calgary, Alberta are generally not open for business;
(e)(d) "Change of Control" means:
holding, owning or controlling, directly or indirectly, more than 50% of the outstanding voting securities or interests of the Corporation; and
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(f)(e) "Common Shares" means the common shares of the Corporation or, in the event of an adjustment contemplated by Section 11 hereof, such other Common Shares to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment;
(g)(f) "Committee" means a committee of the Board comprised of one or more directors appointed from time to time by the Board to administer this Plan or, if no such committee is appointed, the Board;
(h)(g) "Corporation" means Obsidian Energy Ltd., and includes any successor corporation thereof;
(i)(h) "Fair Market Value" with respect to a Common Share, as at any date, means the weighted average of the prices at which the Common Shares traded on the TSX (or, if the Common Shares are not then listed and posted for trading on the TSX or are then listed and posted for trading on more than one stock exchange, on such stock exchange on which the Common Shares are then listed and posted for trading as may be selected for such purpose by the Board in its sole and absolute discretion) for the five (5) trading days on which the Common Shares traded on the said exchange immediately preceding such date. In the event that the Common Shares are not listed and posted for trading on any stock exchange, the Fair Market Value shall be the fair market value of the Common Shares as determined by the Board in its sole discretion, acting reasonably and in good faith. If initially determined in United States dollars, the Fair Market Value shall be converted into Canadian dollars at an exchange rate selected and calculated in the manner determined by the Board from time to time, acting reasonably and in good faith;
(j)(i) "Good Reason" shall mean any adverse change by the Corporation and without the agreement of the Optionee in the duties, powers, rights, discretions, responsibilities, salary, title or lines of reporting, such that immediately after such change or series of changes, the responsibilities, status and compensation of the Optionee, taken as a whole, are not at least substantially equivalent to those assigned to the Optionee immediately prior to such change or series of changes;
(k)(j) "Insider", "associate" and "affiliate" each have the meaning ascribed thereto in Part I of the Company Manual of the TSX, as amended from time to time;
(l)(k) "Market Price" means the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the time of grant (or for the purposes of Section 9, the time of exercise), calculated by dividing the total value by the total volume of Common Shares traded for the five trading-day period;
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(m)(l) "NI 62-104" means National Instrument 62-104 – Take-Over Bids and Issuer Bids, as amended from time to time;
(n)(m) "Non-Management Director" means a director of the Corporation who is not also an employee of the Corporation or a member of the Obsidian Energy Group;
(o)(n) "Option" means an option to purchase Common Shares granted pursuant to the provisions hereof;
(p)(o) "Option Agreement" has the meaning ascribed thereto in Section 18 hereof;
(q)(p) "Optionees" means persons to whom Options are granted and which Options, or a portion thereof, remain unexercised;
(r)(q) "Obsidian Energy Group" means, collectively, the Corporation, any entity that is a Subsidiary or an affiliate of the Corporation from time to time, and any other entity designated by the Board from time to time as a member of the Obsidian Energy Group for the purposes of this Plan (and, or greater certainty, including any successor entity of any of the aforementioned entities);
(s)(r) "Plan" means this stock option plan of the Corporation, as the same may be amended or amended and restated from time to time;
(t)(s) "Security Based Compensation Arrangements" has the meaning ascribed thereto in Part VI of the Company Manual of the TSX, as amended from time to time;
(u)(t) "Service Provider" means a director, officer or employee of, or a person or company engaged by, one or more of the entities comprising the Obsidian Energy Group to provide services for an initial, renewable or extended period intended to be twelve months or more;
(v)(u) "Subsidiary" has the meaning ascribed there in the Securities Act (Alberta);
(w)(v) "Takeover Bid" means a "take-over bid" as defined in NI 62-104, pursuant to which the "offeror" would as a result of such takeover bid, if successful, beneficially own, directly or indirectly, in excess of 50% of the outstanding Common Shares; and
(x)(w) "TSX" means the Toronto Stock Exchange.
This Plan shall be effective as of January 1, 2011, amended and restated as of June 5, 2013, March 9, 2016, May 9, 2016, July 30, 2020 and May 7, 2026.
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Appendix E
RESTRICTED AND PERFORMANCE SHARE UNIT Plan
Originally dated as of September 24, 2009, as amended and restated as of January 1, 2011, March 6, 2014, March 11, 2015, March 9, 2016, June 26, 2017 and July 30, 2020.
The board of directors of Obsidian Energy Ltd. (the "Corporation") has adopted this Restricted and Performance Share Unit Plan (the "Plan") governing the grant of Share Unit Awards (as defined herein) to Service Providers (as defined herein) to the Corporation and its Affiliates (as defined herein).
The principal purposes of the Plan are as follows:
As used in this Plan, the following words and phrases shall have the meanings indicated:
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holding, owning or controlling, directly or indirectly, more than 50% of the outstanding voting securities or interests of the Corporation; and
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Subject to Section 10 hereof, the Administrator shall have the authority in its discretion, subject to and not inconsistent with the express provisions of this Plan, to administer this Plan and to exercise all the powers and authorities either specifically granted to it under this Plan or necessary or advisable in the administration of this Plan, including, without limitation, the authority to:
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The Administrator may delegate to one or more persons (including without limitation any committee of the Board or Board member) such administrative duties as it may deem advisable, and the Administrator 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 that the Administrator or such person may have under this Plan.
For greater certainty, and without limiting the discretion conferred on the Administrator pursuant to this Section 3, the Administrator's decision to approve the grant of a Share Unit Award in any period to a Service Provider shall not require the Administrator to approve the grant of a Share Unit Award to any Service Provider in any other period; nor shall the Administrator's decision with respect to the size or terms and conditions of a Share Unit Award in any period require it to approve the grant of a Share Unit Awards of the same or similar size or with the same or similar terms and conditions to any Service Provider in any other period; nor shall the Administrator's determination to pay the Settlement Amount in respect of a particular Share Unit Award in cash or Shares, as the case may be, require the Administrator to determine that the same form of payment must be made in respect of any other Share Unit Award. The Administrator shall not be precluded from approving the grant of a Share Unit Award to any Service Provider solely because such Service Provider may previously have been granted a Share Unit Award under this Plan or any other similar compensation arrangement of the Corporation or an Affiliate. No Service Provider has any claim or right to be granted a Share Unit Award.
Share Unit Awards may be granted by the Administrator from time to time, at its sole discretion, to Service Providers; provided, however, that the participation of a Service Provider in the Plan is voluntary. In determining the Service Providers to whom Share Unit Awards may be granted ("Grantees") and the number of Share Unit Awards granted to a Service Provider, the Administrator may take into account such factors as it shall determine in its sole and absolute discretion including, if so determined by the Administrator, any one or more of the following factors:
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Notwithstanding any other provision of this Plan:
For the purposes of this Plan, any increase in the issued and outstanding Shares will result in an increase in the number of Shares that are available to be issued under the Plan pursuant to Subsection 5(a). Following the settlement, exercise, expiration, cancellation or other termination of any Share Unit Awards under the Plan (regardless of the form of payment in respect thereof), a number of Shares equal to the notional number of Shares underlying the Share Unit Awards so settled, exercised, expired, cancelled or terminated shall automatically become available for issuance in respect of Share Unit Awards that may subsequently be granted under the Plan.
Each Share Unit Award granted under this Plan shall be subject to the terms and conditions of this Plan and evidenced by a Share Unit Award Agreement, which agreement shall comply with, and be subject to, the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of this Plan as the Administrator, in its sole discretion, shall establish):
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Once a Performance Group (if any) has been determined for a particular Performance Period, it cannot be amended, provided that if during a Performance Period one of the entities comprising the Performance Group: (i) ceases to exist; (ii) ceases to be a publicly listed entity; or (iii) otherwise, in the opinion of the Board having regard to the principal purposes of the Plan, ceases to be an appropriate member of the Performance Group; it may be removed from the Performance Group by the Board.
Subject to the remainder of this Section 6 and unless otherwise determined by the Administrator at the time of grant, the Payment Date for an RSU Award shall be as soon as practicable following the RSU Vesting Date, and in any event within 30 days of the RSU Vesting Date. Payment for a vested RSU Award shall be made by the Corporation to the Grantee on the corresponding Payment Date in accordance with Subsection 6(d) hereof.
a) the date of completion of the Performance Period applicable to such PSU Award; and
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b) the third anniversary of the Grant Date of such PSU Award.
Subject to the remainder of this Section 6 and unless otherwise determined by the Administrator at the time of grant, the Payment Date for a PSU Award shall be as soon as practicable following the PSU Vesting Date, and in any event within 90 days of the PSU Vesting Date. Payment for a vested PSU Award shall be made by the Corporation to the Grantee on the corresponding Payment Date in accordance with Subsection 6(d) hereof.
a) the Leave Ratio applicable in respect of such Share Unit Award;
b) the Adjustment Ratio applicable in respect of such Share Unit Award; and
c) the Payout Multiplier applicable to such Share Unit Award, in the case of a PSU Award;
provided however, that:
d) if a Grantee has been on a Leave of Absence at any time since the Grant Date in respect of such Share Unit Award, the Adjustment Ratio shall not be adjusted for any Dividends paid during the period of such Leave of Absence; and
e) subject to any required approvals that may be required by the Exchange and notwithstanding any other provision of this Plan, the Board hereby reserves the right to make any additional adjustments to the number of Shares notionally underlying any Share Unit Award if, in the sole discretion of the Board, such adjustments are appropriate in the circumstances having regard to the principal purposes of the Plan and terms of the Share Unit Award.
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If the Board determines to issue Shares as payment for the Settlement Amount, the Shares shall be issued from treasury or, at the option of the Board, acquired on the Exchange, or a combination thereof.
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Subject to Subsection 6(g), if the Corporation enters into any transaction or series of transactions, whereby the Corporation or all or substantially all of the Shares of the Corporation or all or substantially all of the Corporation's property or assets become the property of any other trust, body corporate, partnership or other person (a "Continuing Entity") whether by way of take-over bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, then prior to or contemporaneously with the consummation of such transaction(s) the Corporation and the Continuing Entity shall execute such instruments and do such things as are necessary to establish that upon the consummation of such transaction(s) the Continuing Entity will have assumed all the covenants and obligations of the Corporation under this Plan and the Share Unit Awards and Share Unit Award Agreements outstanding on consummation of such transaction(s) in a manner that substantially preserves and does not impair the rights of the Grantees thereunder in any material respect (including the ability to receive shares, securities or other property of the Continuing Entity on the Payment Date(s) applicable to such Share Unit Awards and adjusted appropriately to give effect to such transaction(s) and which shares, securities or other property of the Continuing Entity the Grantee shall accept in lieu of cash or Shares), and subject to compliance with this Section 7, any such Continuing Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation under this Plan and such Share Unit Award Agreements with the same effect as though the Continuing Entity had been named as the Corporation herein and therein and thereafter, the Corporation shall be relieved of all obligations and covenants under this Plan and such Share Unit Award Agreements and the obligation of the Corporation to the Grantees in respect of the Share Unit Awards shall terminate and be at an end and the Grantees shall cease to have any further rights in respect thereof.
The Corporation shall have the power and the right to deduct or withhold, or require (as a condition of vesting or payment) a Grantee to remit to the Corporation, the required amount to satisfy, in whole or in part, federal, provincial, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan, including the grant or vesting of Share Unit Awards granted under this Plan. With respect to required withholding, the Corporation shall have the irrevocable right to (and the Grantee consents to): (i) the Corporation setting off any amounts
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required to be withheld, in whole or in part, against amounts otherwise owing by the Corporation to such Grantee (whether arising pursuant to the Grantee's relationship as an officer or employee of the Corporation or as a result of the Grantee providing services on an ongoing basis to the Corporation or otherwise), or may make such other arrangements as are satisfactory to the Grantee and the Corporation; and/or (ii) where the Corporation has elected to issue Shares to the Grantee, withhold from the Shares otherwise due to the Grantee such number of Shares as the Corporation determines are required to be sold by the Corporation, as trustee, to satisfy the total withholding tax obligation (net of selling costs), and the Grantee consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Shares and acknowledges and agrees that the Corporation does not accept responsibility for the price obtained on the sale of such Shares. Any reference in this Plan to a payment of cash or Shares is expressly subject to this Section 8.
Grantees (or their beneficiaries) shall be responsible for all taxes with respect to any Share Unit Awards outstanding under this Plan, whether arising as a result of the grant or vesting of Share Unit Awards or otherwise. The Corporation and the Administrator make no guarantees to any person regarding the tax treatment of a Share Unit Award or payments made under this Plan and none of the Corporation or any of its directors, officers, employees or representatives shall have any liability to a Grantee with respect thereto.
Subject to Subsection 6(e)(iv), the right to receive Shares pursuant to a Share Unit Award granted to a Grantee is personal to such Grantee and is non-transferable and non-assignable. Unless otherwise permitted by this Plan, no assignment, sale, transfer, pledge or charge of a Share Unit 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 such Share Unit 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 a Share Unit Award, such Share Unit Award shall terminate and be of no further force or effect.
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
This Plan shall be governed by and construed in accordance with the laws in force in the Province of Alberta.
If any provision of this Plan or part hereof is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof.
This Plan is effective as of September 24, 2009, except for the amendments to this Plan made as of January 1, 2011, March 6, 2014, March 11, 2015, March 9, 2016, June 26, 2017 and July 30, 2020 which are effective as of such dates.
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Forward-Looking Statement Advisory
Certain statements contained in this document constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of the "safe harbour" provisions of applicable securities legislation. In particular, this document contains forward-looking statements pertaining to, without limitation, the objectives of Obsidian Energy’s total compensation program for its NEOs; how the compensation programs are designed to achieve its objectives and what those objectives are; our compensation peer group for 2026; the objectives of the Savings Plan, Award Plan and Option Plan; our beliefs in connection with shareholder and stakeholder engagement; that our management is proactive in engaging investors around material announcements and quarterly earnings; our goals in connection with conferences and marketing trips; that we are committed to strong ESG practices that include mitigating our environmental impact, creating a culture where individuals and our communities are valued, and implementing best-in-class governance practices to ensure we are acting in the interests of our stakeholders.
Although the Company believes that the expectations reflected in the forward-looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the forward-looking statements contained herein will not be correct, which may cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: the duration and impact of tariffs that are currently in effect on goods exported from or imported into Canada, and that other than the tariffs that are currently in effect, neither the U.S. nor Canada (i) increases the rate or scope of such tariffs, reenacts tariffs that are currently suspended, or imposes new tariffs, on the import of goods from one country to the other, including on oil and natural gas, and/or (ii) imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas; the impact of regional and/or global health related events on energy demand and commodity prices; global energy policies going forward, including the continued ability of members of OPEC, Russia and other nations to agree on and adhere to production quotas from time to time; the impact (and duration thereof) of the ongoing military actions between Russia and Ukraine and in the Middle East involving Israel, Iran and others and related sanctions on oil, NGLs, and natural gas prices; risks and uncertainties related to oil and gas interests and operations on Indigenous lands; our ability to qualify for (or continue to qualify for) new or existing government programs created as a result of new pandemics or otherwise, and obtain financial assistance therefrom, and the impact of those programs on our financial condition; our ability to comply with applicable terms and conditions under the Company’s debt agreements; the existence of alternative uses for Obsidian Energy's cash resources and compliance with applicable laws; our ability to execute our plans as described herein and in our other disclosure documents, and the impact that the successful execution of such plans will have on our Company and our stakeholders; our ability to obtain financing on acceptable terms, including our ability (if necessary) to continue to extend the revolving period and term out period of our credit facility, our ability to maintain the existing borrowing base under our credit facility, our ability (if necessary) to replace our syndicated bank facility and our ability (if necessary) to finance the repayment of our notes on maturity; the possibility that we breach one or more of the financial covenants pursuant to our agreements with our lenders and the holders of our notes; the possibility that we are
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OBSIDIAN ENERGY 2026 MANAGEMENT PROXY CIRCULAR |
forced to shut-in production whether due to commodity prices failing to rise or decreasing further or changes to existing government curtailment programs or the imposition of new programs; general economic and political conditions in Canada, the U.S. and globally, and in particular, the effect that those conditions have on commodity prices and our access to capital; industry conditions, including fluctuations in the price of crude oil, natural gas liquids and natural gas, price differentials for crude oil and natural gas produced in Canada as compared to other markets, and transportation restrictions, including pipeline and railway capacity constraints; the accuracy of our estimated reserves volumes; fluctuations in foreign exchange or interest rates; unanticipated operating events or environmental events that can reduce production or cause production to be shut-in or delayed (including extreme cold during winter months and warm in spring and summer months, wild fires and flooding); and the other factors described under "Risk Factors" in our Annual Information Form and described in our public filings, available in Canada at www.sedarplus.ca and in the United States at www.sec.gov. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking statements contained in this document speak only as of the date of this document. Except as expressly required by applicable securities laws, we do not undertake any obligation to publicly update any forward-looking statements. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
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Exhibit 99.2
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Form of Proxy – Annual and Special Meeting to be held on May 7, 2026 |
Trader’s Bank Building 1100, 67 Yonge Street Toronto ON M5E 1J8 |
OBSIDIAN ENERGY LTD.
Instrument of Proxy for the 2026 Annual and Special Meeting of Shareholders
This Instrument of Proxy is solicited on behalf of management of Obsidian Energy Ltd. (“Obsidian Energy”) in connection with the 2026 Annual and Special Meeting of Shareholders to be held on Thursday, May 7, 2026 at 9:00 a.m. (Mountain Daylight Time) at the corporate offices of Obsidian Energy Ltd. located at Suite 200, 207 9th Avenue SW, Calgary, Alberta and any adjournments or postponements thereof (the “Meeting”).
The undersigned shareholder(s) of Obsidian Energy hereby appoints Gordon Ritchie, Chair of the Board of Obsidian Energy, of the City of Calgary, in the Province of Alberta or, failing him, Mark Hawkins, Vice President Legal, General Counsel and Corporate Secretary of Obsidian Energy, of the City of Calgary, in the Province of Alberta, or instead of either of the foregoing, the person named below as proxy of the undersigned, with full powers of substitution and to vote in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Meeting. The shares represented by this Instrument of Proxy shall be voted for or against (or withheld from voting), as applicable, in accordance with the instructions of the shareholder on any matter to be acted upon at the Meeting and, where the shareholder has specified a choice with respect to any matter to be acted upon, the shares shall be voted for or against (or withheld from voting), as applicable, on any matter in accordance with the specification so made.
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Print the name of the person you are appointing if this person is someone other than the individuals listed above.
VOTING RECOMMENDATIONS ARE INDICATED BY UNDERLINED TEXT OVER THE BOXES.
Without limiting the general powers hereby conferred, the undersigned hereby directs the said proxyholder to vote the shares represented by this Instrument of Proxy in the following manner:
1. Appointment of Auditor. An ordinary resolution to appoint KPMG LLP, Chartered Accountants, Calgary, Alberta, as auditor of Obsidian Energy for the ensuing year. |
For |
Withhold |
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2. Election of Directors. |
For |
Withhold |
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For |
Withhold |
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For |
Withhold |
a. Shani Bosman |
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b. John Brydson |
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c. Raymond D. Crossley |
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d. Michael Faust |
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e. Edward H. Kernaghan |
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f. Stephen Loukas |
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g. Gordon Ritchie |
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3. Advisory Vote on Executive Compensation. Advisory vote approving Obsidian Energy's approach to executive compensation as more particularly described in the information circular and proxy statement of Obsidian Energy dated March 15, 2026 (the "Information Circular"). |
For ☐ |
Against ☐ |
4. Amendment to Stock Option Plan. A resolution approving amendments to the Stock Option Plan, as more particularly described in the accompanying Information Circular. |
For ☐ |
Against ☐ |
5. Approval of Unallocated Options. A resolution approving all of the unallocated options to acquire common shares under the Stock Option Plan, as more particularly described in the Information Circular. |
For ☐ |
Against ☐ |
6. Approval of Unallocated Units. A resolution approving all of the unallocated share unit awards issuable under the Restricted and Performance Share Unit Awards Plan, as more particularly described in the Information Circular. |
For ☐ |
Against ☐ |
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Authorized Signature(s) – This section must be completed for your instructions to be executed.
I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. |
Signature(s):
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Date
MM / DD / YY |
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Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email. |
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Annual Financial Statements – Check the box to the right if you would like to NOT RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email. |
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INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR This form of proxy is solicited by and on behalf of Obsidian Energy. Proxies must be received by 9:00 a.m., Mountain Daylight Time, on May 5, 2026. Notes to Proxy 1. Each shareholder has the right to appoint a proxy, other than the persons designated above, who need not be a shareholder, to attend and act and vote for him or her and on his or her behalf at the Meeting. To exercise such right, the name of the shareholder's appointee should be legibly printed in the blank space provided. The person appointed proxy must be present at the Meeting to vote. 2. If the shareholder is a corporation, its corporate seal must be affixed or this Instrument of Proxy must be signed by an officer or attorney thereof duly authorized. 3. This Instrument of Proxy must be dated and signed by the shareholder, or by his or her attorney authorized in writing, and the signature hereon should be exactly the same as the name in which the shares are registered. If this Instrument of Proxy is undated, it will be deemed to be dated the date on which it was received by or on behalf of Obsidian Energy. 4. Persons signing this Instrument of Proxy as executors, administrators, trustees, etc. should so indicate and give their full title as such. 5. This Instrument of Proxy will not be valid and not be acted upon or voted unless it is completed as outlined herein and submitted to Odyssey Trust Company any time up to 9:00 a.m. (Mountain Daylight Time) on May 5, 2026 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjournment(s) or postponement(s) of the Meeting (the "Proxy Deadline"). 6. If you appoint a proxy holder and submit your voting instructions and subsequently wish to change your appointment or voting instructions you may resubmit your proxy, any time up to the Proxy Deadline. When resubmitting a proxy, the latest proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that your latest proxy is valid and submitted by the Proxy Deadline. 7. For further information, see "Voting Information – Solicitation of Proxies" in the Information Circular. 8. A proxy is valid only at the Meeting in respect of which it is given or any adjournment(s) or postponement(s) of that meeting. 9. The proxyholder has discretion and authority under this Instrument of Proxy to consider amendments or variations of the matters of business identified in the notice of the Meeting, as well as any other matters properly brought before the Meeting, or any adjournment(s) or postponement(s) thereof. Shareholders are encouraged to review the Information Circular carefully before submitting this Instrument of Proxy. As at March 15, 2026, management of Obsidian Energy was not aware that any such amendments, variations or other matters that are to be presented at the Meeting.
To Vote Your Proxy Online please visit: https://vote.odysseytrust.com
You will require the CONTROL NUMBER printed with your address to the right.
If you vote by Internet, do not mail this proxy.
To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail. |
Shareholder Address and Control Number Here
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Exhibit 99.3
ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF OBSIDIAN ENERGY LTD.
NOTICE AND ACCESS NOTIFICATION
You are receiving this notification as Obsidian Energy Ltd. (the “Corporation”) has decided to use the notice and access provisions under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer for delivery of meeting materials to beneficial holders of its common shares ("Beneficial Shareholders") in connection with the annual and special meeting of shareholders of the Corporation to be held on Thursday, May 7, 2026 (the "Meeting"). Under "notice and access", Beneficial Shareholders receive a proxy or voting instruction form enabling them to vote on the matters to be considered at the Meeting; however, instead of a paper copy of the notice of Meeting and the Corporation's Management Proxy Circular in respect thereof (the “Circular” and together with the notice of Meeting, the “Meeting Materials”), Beneficial Shareholders receive this notification with information on how they may access the Meeting Materials electronically. The use of this alternative method of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the cost of printing and mailing materials to shareholders.
MEETING DATE AND LOCATION:
WHEN: |
Thursday, May 7, 2026, at 9:00 a.m. (Mountain Daylight Time) |
WHERE: |
Corporate Offices of Obsidian Energy Ltd. Suite 200, 207 9th Avenue SW, Calgary, Alberta |
SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:
Appointment of Auditor: Shareholders will be asked to appoint KPMG LLP as the Corporation’s auditor, at a remuneration to be fixed by the directors of the Corporation. Information respecting the appointment of the auditors may be found under the heading “Matters To Be Acted Upon At The Meeting - Appointment of Auditor” in the Circular.
Election of Directors: Shareholders will be asked to elect seven directors for the ensuing year. Information respecting the election of directors may be found under the heading “Matters To Be Acted Upon At The Meeting – Election of Directors of Obsidian Energy” in the Circular.
Executive Compensation: Shareholders will be asked to hold a non-binding vote on the Corporation’s approach to executive compensation, which is more fully described under the heading “Matters To Be Acted Upon At The Meeting – Non-Binding Advisory Vote on Approach to Executive Compensation” in the Circular.
Amendment to Stock Option Plan: Shareholders will be asked to approve amendments to the stock option plan more fully described under the heading “Matters To Be Acted Upon At The Meeting – Approval of Amendments to Stock Option Plan and Unallocated Options” in the Circular.
Approval of Unallocated Options: Shareholders will be asked to approve a resolution approving the unallocated options pursuant to the stock option plan and the requirements of the Toronto Stock Exchange Company Manual, which is more fully described under the heading “Matters To Be Acted Upon At The Meeting – Approval of Amendments to Stock Option Plan and Unallocated Options” in the Circular.
Approval of Unallocated Share Unit Awards issuable under the Restricted and Performance Share Unit Award Plan: Shareholders will be asked to approve a resolution approving the unallocated units pursuant to the restricted and performance share unit plan and the requirements of the Toronto Stock Exchange Company Manual, which is more fully described under the heading “Matters To Be Acted Upon At The Meeting – Approval of Unallocated Share Unit Awards Issuable under the Award Plan” in the Circular.
Other Business: Shareholders may be asked to consider other items of business than may be properly brought before the Meeting.
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SHAREHOLDERS ARE REMINDED TO VIEW THE CIRCULAR PRIOR TO VOTING AS THE CIRCULAR HAS BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION.
The Meeting Materials can be viewed online through the Corporation’s profile on www.sedarplus.ca or at the following internet address: https://odysseytrust.com/client/obsidian/
HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS
Beneficial Shareholders may request that a paper copy of the Meeting Materials be sent to them at no cost. Requests may be made up to one year from the date the Meeting Materials were filed on SEDAR+ by:
We estimate that requests must be received by April 24, 2026 in order to receive paper copies of the Meeting Materials in advance of the proxy deposit date and time as set out in the enclosed voting instruction form.
STRATIFICATION
Paper copies of the Meeting Materials will only be provided to Beneficial Shareholders who: (i) have previously requested paper copies of the Meeting Materials; and (ii) have requested they receive paper materials in accordance with the above.
VOTING
Participants in the Corporation’s Employee Savings Plan and/or Restricted and Performance Share Unit Plan are asked to return their voting instruction form, as applicable, to Odyssey Trust Company using one of the following methods by the proxy deposit date noted on your voting instruction form:
INTERNET: |
https://vote.odysseytrust.com |
FACSIMILE: |
1-800-517-4553 |
MAIL: |
Odyssey Trust Company, Proxy Department Trader’s Bank Building, 1100, 67 Yonge Street Toronto ON M5E 1J8 |
Beneficial Shareholders (other than participants in the Corporation’s Employee Savings Plan and/or Restricted and Performance Share Unit Plan): Your broker or agent or intermediary will have provided you with a voting instruction form or form of proxy for the purpose of obtaining your voting instructions. Every broker has its own mailing procedures and provides instructions for voting. You must follow those instructions carefully to ensure your shares are voted at the Meeting.
Beneficial Shareholders with questions or wish to obtain further information about notice and access can call Odyssey Trust Company toll free at 1-888-290-1175 (within North America) or 1-587-885-0960 (outside North America).
PLEASE NOTE: You cannot use this notice to vote. If you request a paper copy of the Meeting Materials, you will not receive a new voting instruction form, so you should retain the voting instruction form accompanying this notice in order to vote.