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EGM 2024

Jun 18, 2024

Operator

Hello, and welcome to the Chesapeake Energy Corporation conference call. Please note that this call is being recorded. I'd like to hand the call over to Nick Dell'Osso. Please go ahead.

Nick Dell'Osso
President and CEO, Chesapeake Energy Corporation

Good morning, and welcome to the special meeting of shareholders of Chesapeake Energy Corporation. I'm Nick Dell'Osso, President, CEO, and a member of the board of directors. We're hosting this virtual shareholder meeting, thereby allowing shareholders to participate without having to incur travel expenses. At this time, I call the meeting to order. Deborah Baker of Broadridge has been appointed to serve as the inspector of election. Our general counsel, Ben Russ, will serve as secretary of the meeting. I will now turn the meeting over to Ben.

Ben Russ
General Counsel, Chesapeake Energy Corporation

Good morning. All legal requirements to conduct this meeting have been met. Only shareholders of record at the close of business on April 22, 2024, are entitled to vote. Ms. Baker has advised me that a majority of the shares entitled to vote at this meeting are present in person or by proxy, so we have a quorum. It is now 10:01 A.M., and the polls are open. Shareholders of record who have not previously voted or wish to change their prior vote may vote by clicking on the Vote Here link on the right side of your screen. There are three matters to be voted on at today's meeting.

The first item is the approval of the issuance of shares of Chesapeake Common Stock, which I may refer to as the Stock Issuance Proposal, to the shareholders of Southwestern Energy Company, which I may refer to as Southwestern, in connection with the merger of Hulk Merger Sub, Inc and Southwestern pursuant to the Agreement and Plan of Merger, which I may refer to as the Merger Agreement, which is dated as of January 10, 2024. A copy of the Merger Agreement was mailed or electronically distributed to shareholders as an annex to the proxy statement. The approval of the Stock Issuance Proposal requires the affirmative vote of the holders of shares of Chesapeake Common Stock, representing a majority of votes properly cast in person or represented by proxy on the proposal at this special meeting.

The board recommends a vote for the Stock Issuance Proposal for the reasons stated in the proxy statement. The second voting item is a non-binding advisory vote to approve certain compensation arrangements for Chesapeake's named executive officers related to the merger, which I may refer to as the Advisory Compensation Proposal. Shareholders should note that as an advisory vote, this proposal is not binding upon Chesapeake or the board, and approval of this proposal is not a condition to completion of the merger and is a vote separate and apart from the vote to approve the Stock Issuance Proposal. The approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of shares of Chesapeake Common Stock, representing a majority of votes properly cast in person or represented by proxy on the proposal at this special meeting.

The board recommends a vote for the Advisory Compensation Proposal for the reasons stated in the proxy statement. The third voting item is the approval of an adjournment of this special meeting to solicit additional proxies if there are not sufficient votes to approve the Stock Issuance Proposal, or to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus is timely provided to Chesapeake shareholders, which I may refer to as the Adjournment Proposal. The approval of this proposal is not a condition to completion of the merger and is a vote separate and apart from the vote to approve the Stock Issuance Proposal and the Advisory Compensation Proposal. Shareholders should note that if the Stock Issuance Proposal is approved at this special meeting, the Adjournment Proposal will not be acted upon.

The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Chesapeake Common Stock, present in person or represented by proxy at this special meeting. The board of directors recommends a vote for the Adjournment Proposal for the reasons stated in the proxy statement. We will now open the floor to questions. We ask that any questions be limited to those that are pertinent to the three proposals being considered at this special meeting. While we may not be able to answer every question that complies with the regulations of the conduct of this meeting, we will do our best to respond to as many questions as possible. Please type your questions in the Ask a Question box on the left-hand side of your screen and then click Submit. There being no questions, we shall move on.

Please note that our Investor Relations Department is always available to answer any questions that you may have about our business. If you have additional questions, we encourage you to contact our Investor Relations Department via email at ir@chk.com or via telephone at 405-935-8870. It is now time to finalize the voting. We intend to close the polls for voting in approximately one minute. Please cast your vote by clicking on the Vote Here link on the right side of your screen. It is now 10:06 A.M., and the polls are now closed. The inspector of election is reviewing the votes. Ms. Baker's preliminary report is as follows. Proposal one, the proposal to issue shares of Chesapeake Common Stock to the shareholders of Southwestern in connection with the merger pursuant to the merger agreement, has received support from 99.8% of the votes cast and has been duly approved.

Proposal two, the proposal to approve on a non-binding advisory basis certain compensation arrangements for our named executive officers in connection with the merger, has received support from 63.2% of the votes cast and has been duly approved. Proposal three, because the Stock Issuance Proposal has been approved, the proposal to adjourn the special meeting is not necessary and will not be acted upon. The inspector of election will make a final report that will be included as part of the record of this meeting. The final voting results will also be included in a current report on Form 8-K to be filed with the Securities and Exchange Commission.

Nick Dell'Osso
President and CEO, Chesapeake Energy Corporation

Thank you, Ben. This concludes the meeting. The special meeting of shareholders of Chesapeake Energy Corporation is now adjourned. Thank you very much for participating in the special meeting. We appreciate your investment in Chesapeake Energy and look forward to the future with Southwestern Energy Company.

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