Baytex Energy Corp. (TSX:BTE)
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Apr 28, 2026, 4:00 PM EST
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AGM 2020

May 7, 2020

Operator

Thank you for standing by. This is the conference operator. Welcome to Baytex Energy Corp's annual meeting of shareholders. I would now like to turn the conference over to Mr. Mark Bly. Please go ahead, sir.

Mark Bly
Chair of the Board of Directors, Baytex Energy Corp

Thank you, operator, and good afternoon, everyone, and welcome to Baytex Energy Corporation's annual meeting of shareholders. My name is Mark Bly, and I'm the Chair of the Board of Directors for Baytex Energy. I myself am attending this meeting remotely as I live in the United States and was not able to travel to Calgary to attend in person. Given the outbreak of COVID-19 and to follow recommendations of the health authorities, we took the decision to restrict attendance to our annual meeting. I would like to thank you for respecting this request by voting ahead of time and attending virtually rather than in person. By taking these steps, we're able to carry out the business of the corporation while maintaining the safety of our staff and shareholders. Before handing over to Ed, I'll make a couple of brief comments regarding progress since our last general meeting.

2019 was a year in which the company completed the integration of Raging River, significantly streamlined the management, refreshed the board, and delivered strong operating results. For the full year of 2019, Baytex delivered $1 billion of EBITDA, reduced its net debt by 17%, and met or beat guidance on production and capital spending. Since the last AGM, we have added two highly qualified board members, Jennifer Maki and Don Hrap, and met our 20% gender diversity target. Currently, seven of eight board members are independent, including myself as chair and all committee members. The average member tenure stands at five years, and we have no overboarded directors. In 2019, we conducted a significant shareholder engagement effort, which was led by independent directors, myself and Trudy Curran, the chair of our Nominating and Governance Committee.

The purpose was to gather feedback on the company's progress in environmental, social, and governance matters, and particularly executive compensation, given that we had received a poor say on pay result in last year's AGM. The feedback was considered carefully and incorporated as we made changes to our program for 2020. Coming into this year, Baytex successfully placed $500 million of new 2027 maturity bonds, allowing it to redeem 2021 and 2022 maturities, thereby significantly extending its debt maturity window. These steps have been taken to continuously improve the company's governance, to be ever more resilient to the cyclicality in the commodity price environment, and ultimately to generate shareholder returns, and of course, the work never stops. Our industry is now experiencing an unprecedented confluence of demand destruction and oversupply, which has put extreme pressure on oil prices.

The Baytex team has responded decisively to protect the health and safety of employees during the COVID-19 outbreak and to dramatically reposition operating activity so as to minimize the destructive impacts of historically low oil prices on cash flows and liquidity. Ed, our CEO, will provide more detail onto the steps taken with an operational update as part of the first quarter results webcast tomorrow. In closing, I very much look forward to next year's meeting when hopefully the world is somewhat back to normal and we will be able to speak to you in person. Now, I would like to hand over the meeting to Edward LaFehr, our President and Chief Executive Officer, and the rest of the team in Calgary to carry out the formal business of our meeting.

Edward LaFehr
President and CEO, Baytex Energy Corp

Thank you, Mark, and welcome to all of our shareholders attending via this webcast. With me today are Rod Gray, our Executive Vice President and Chief Financial Officer, and James Maclean, our General Counsel and Corporate Secretary. I will act as the chair of the meeting. I appoint Mr. Maclean to act as secretary of the meeting and Bart Wingerak of Computershare Trust Company of Canada as scrutineer of the meeting. I have received a confirmation from Computershare Trust Company that notice has been given to the shareholders in the proper manner. Business may be transacted at this meeting if two or more persons are present, holding or representing by proxy not less than 25% of the shares entitled to vote at this meeting.

I'm advised by the scrutineer that 197,784,694 common shares representing 35.29% of all common shares are represented by proxy at the meeting and that a quorum is present. I declare that the meeting is regularly called and properly constituted for the transaction of business. The first item of business is the presentation of the audited financial statements for the year ended December 31st, 2019, together with the report of the auditors, all as included in the annual report, which has been provided to registered shareholders and is available electronically on Baytex's website. I declare that Baytex's financial statements for the year ended December 31, 2019, and the auditor's report have been received. The next item of business is the election of directors.

In accordance with Baytex's advance notice by law, the only individuals entitled to be nominated as directors at this meeting are the persons named as nominees in Baytex's information circular. They are Mark Bly, Trudy Curran, Naveen Dargan, Don Hrap, Edward LaFehr, Jennifer Maki, Gregory Melchin, and David Pearce. I have been advised by the scrutineer that the number of votes represented by the management proxies cast in favor of those nominated is sufficient for me to declare that the nominees have been duly elected as directors of Baytex Energy Corp to hold office until the next annual election of directors or until their successor is elected or appointed. The next item of business is the appointment of auditors. May I have a motion?

James Maclean
General Counsel and Corporate Secretary, Baytex Energy Corp

I, James Maclean, move that KPMG LLP be appointed auditors of Baytex until the next annual meeting of shareholders or until their successor is appointed and that their remuneration be fixed by the board of directors.

Rodney Gray
EVP and CFO, Baytex Energy Corp

I, Rod Gray, second the motion.

Edward LaFehr
President and CEO, Baytex Energy Corp

Thank you, Rod and James. I've been advised by the scrutineer that the number of votes represented by the management proxies cast in favor of the motion is sufficient to declare, and I do, that the motion has been approved. The next item of business is the advisory vote on executive compensation. Mr. Maclean, may I please have a motion?

James Maclean
General Counsel and Corporate Secretary, Baytex Energy Corp

I, James Maclean, move that the non-binding advisory resolution concerning Baytex's approach to executive compensation as set forth in Baytex's information circular be approved.

Rodney Gray
EVP and CFO, Baytex Energy Corp

I, Rod Gray, second the motion.

Edward LaFehr
President and CEO, Baytex Energy Corp

Thank you. Again, I have been advised by the scrutineer that the number of votes represented by the management proxies cast in favor of the motion is sufficient to declare that the motion has been approved. I declare the motion carried. This concludes the official business of the meeting. Detailed voting results will be press released within 48 hours. And there being no further business for this meeting, I declare this shareholder meeting terminated. As our chairman discussed in his opening remarks, I am extremely proud of and would like to thank the Baytex staff for delivering outstanding results in 2019. And you can be assured we were working very hard to make the changes and necessary overhauls to our plans in 2020 in this extraordinary environment.

As previously announced, we will release our Q1 2020 results later today and will host a conference call tomorrow at 9:00 A.M. Calgary time. On the conference call, we will discuss our Q1 results and the actions we are taking to protect the health and safety of our people and to maintain strong financial liquidity going forward. Again, I would like to thank you for understanding our decision to hold this year's meeting by webcast to mitigate the risks of COVID-19. I know that we all look forward to talking to you next year when we intend to return to holding our annual meeting in person. Thank you.

Operator

This concludes today's conference call. Thank you for participating.

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