Form 6-K PENGROWTH ENERGY Corp For: May 24

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

Under the Securities Exchange Act of 1934

For the month of May, 2016.

Commission File Number: 1-31253

PENGROWTH ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

2100, 222 Third Avenue S.W.

Calgary, Alberta T2P 0B4 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  o              Form 40-F  þ

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):

INCORPORATION BY REFERENCE

Exhibit 99.1 to this report on Form 6-K is hereby incorporated by reference into the registration statements on Form F-3D (File No. 333-180888) and F-10 (File No. 333-204089) of Pengrowth Energy Corporation.

DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit Index to this Form 6-K.

SIGNATURE

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.

EXHIBIT INDEX

Exhibit 99.1

PENGROWTH ENERGY CORPORATION

NOTICE OF ANNUAL MEETING

AND MANAGEMENT INFORMATION CIRCULAR

for the Annual Meeting of Shareholders

to be held on Tuesday, June 28, 2016

April 29, 2016

Please contact Kingsdale Shareholder Services by toll-free telephone in North America at 1-866-581-1487, outside North America at 416-867-2272 or by email at [email protected] if you have any questions, or require assistance completing your proxy or voting instruction form.

PENGROWTH ENERGY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, JUNE 28, 2016

To Our Shareholders:

The annual meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) of Pengrowth Energy Corporation (the “Corporation”) will be held at 3:00 p.m. (Calgary time) on Tuesday, June 28, 2016, at the Metropolitan Conference Centre, 333 Fourth Avenue S.W., Calgary, Alberta, Canada, for the following purposes:

1.            to receive and consider the audited consolidated financial statements of the Corporation for the year ended December 31, 2015 and the auditors’ report thereon;

2.            to appoint auditors of the Corporation for the ensuing year and to authorize the board of directors (the “Board”) of the Corporation to fix their remuneration;

3.            to elect the directors of the Corporation for the ensuing year;

4.            to consider and, if deemed advisable, approve an ordinary resolution authorizing and approving unallocated awards issuable pursuant to the long term incentive plan of the Corporation;

5.            to vote, in an advisory, non-binding capacity, on a resolution to accept the Corporation’s approach to executive compensation; and

6.            to transact such other business as may properly come before the Meeting or any adjournment of the Meeting.

Particulars of the matters to be brought before the Meeting are set forth in the accompanying management information circular of the Corporation dated April 29, 2016 (the “Circular”).

A Shareholder may attend the Meeting in person or may be represented thereat by proxy. Shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed instrument of proxy, or other appropriate form of proxy, in accordance with the instructions set forth in the Circular. An instrument of proxy will not be valid and acted upon at the Meeting or any adjournment thereof unless it is deposited at the offices of Computershare Investor Services Inc., 8th floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Attention: Proxy Department or via facsimile to 1-866-249-7775 (outside North America to 1-416-263-9524) at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion without notice. A proxyholder need not be a Shareholder. If a Shareholder receives more than one proxy form because such Shareholder owns Common Shares registered in different names or addresses, each proxy form should be completed and returned.

The Board has fixed May 16, 2016 as the record date for the determination of Shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof.

DATED at Calgary, Alberta this 29th day of April, 2016.

By order of the Board of Directors of Pengrowth Energy Corporation.

PENGROWTH ENERGY CORPORATION | 2016 ANNUAL MEETING | NOTICE OF MEETING

There are only four matters of formal business anticipated to be put to Shareholders for voting at the Meeting.

1. ELECTION OF DIRECTORS

We recommend that you elect the following eight nominees as directors of the Corporation:

Notes:

(1)             Mr. Sokalsky joined the Board on April 14, 2015 and attended all meetings held in 2015 after his date of appointment.

(2)             Reflects market value of Common Shares, DEUs, RSUs, PSUs, DSUs and Phantom DSUs owned as of April 29, 2016.

Further information can be found under the heading “Business of the Meeting – Election of Directors” commencing on page 5 of this Circular.

2. APPOINTMENT OF AUDITORS

We recommend that you appoint KPMG LLP as the auditors of the Corporation. They were appointed as Pengrowth’s auditors on incorporation and have been the auditors of our predecessor, Pengrowth Corporation, since 1988. In 2015, 87% of the fees paid to the auditors was for audit and audit-related services.

Further information can be found under the heading “Business of the Meeting – Appointment of Auditors” commencing on page 5 of this Circular.

3. APPROVAL OF UNALLOCATED AWARDS ISSUABLE UNDER LONG TERM INCENTIVE PLAN

We recommend that you vote in favour of the approval of the unallocated awards issuable pursuant to our Long Term Incentive Plan (“LTIP”). We are not proposing any changes to our LTIP but the Toronto Stock Exchange (“TSX”) requires re-approval every three years of plans such as ours. Full details can be found below under “Business of the Meeting – Approval of Unallocated Awards Under Our Long Term Incentive Plan” commencing on page 6 of this Circular.

4. ADVISORY VOTE ON EXECUTIVE COMPENSATION

We recommend that, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, you accept the Corporation’s approach to executive compensation.

Further information can be found under the heading “Business of the Meeting - Advisory Vote on Executive Compensation” commencing on page 6 of this Circular.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “Circular”) is provided to holders (“Shareholders”) of common shares (“Common Shares”) of Pengrowth Energy Corporation (the “Corporation”) in connection with the solicitation of voting proxies by management of the Corporation for use at the annual meeting (the “Meeting”) of Shareholders to be held at 3:00 p.m. (Calgary time) on Tuesday, June 28, 2016, at the Metropolitan Conference Centre, 333 Fourth Avenue S.W., Calgary, Alberta, Canada, or at any adjournments to the Meeting.

The terms “we”, “us”, “our” or “Pengrowth” refer to the Corporation on a consolidated basis and include all of the Corporation’s directly or indirectly held wholly-owned subsidiaries as well as our predecessors, Pengrowth Corporation and Pengrowth Energy Trust.

DATE OF INFORMATION

Unless otherwise noted, information contained in this Circular is given as of April 29, 2016.

NOTICE AND ACCESS

The Corporation 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 (as described below) but not in respect of mailings to its registered Shareholders (as described below). The Notice and Access Provisions are rules developed by the Canadian Securities Administrators that reduce the volume of the materials that must be physically mailed to shareholders by allowing a reporting issuer to post its information circular in respect of a meeting of its shareholders and related materials online.

The Corporation has also elected to use procedures known as ‘stratification’ in relation to its use of the Notice and Access Provisions. Stratification occurs when a reporting issuer using the Notice and Access Provisions provides 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 a notice of a meeting of its shareholders. In relation to the Meeting, registered Shareholders will receive a paper copy of each of the notice of the Meeting, this Circular and a form of proxy. Beneficial Shareholders will receive a Notice and Access Notification and a voting instruction form. In addition, a paper copy of the Financial Information in respect of the most recently completed financial year of the Corporation will be mailed to registered Shareholders as well as to beneficial Shareholders who have previously requested to receive them.

The Corporation will be delivering a Notice and Access Notification and a voting instruction form directly to non-objecting beneficial owners of its Common Shares with the assistance of Broadridge Investor Communication Solutions, Canada and intends to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of its Common Shares.

VOTING COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares and up to 10,000,000 preferred shares. At the close of business on April 29, 2016, there were 547,443,255 Common Shares outstanding. Each Common Share is entitled to one vote at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as of April 29, 2016, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation other than:

Seymour Schulich, through his holding company, Nevada Capital Corporation Ltd., who has reported that he owns 70,000,000 Common Shares and that The Schulich Foundation, an affiliate of Mr. Schulich, owns an additional 10,000,000 Common Shares. Mr. Schulich reports that his aggregate holdings are 80,000,000 Common Shares or 14.6% of our outstanding Common Shares.

CURRENCY AND EXCHANGE RATE

All monetary figures are stated in Canadian currency, except as noted. On December 31, 2015, the reported noon exchange rate quoted by the Bank of Canada for Cdn.$1.00 was US$ 0.7225.

Your vote is very important to us. This section of the Circular provides you with information on how to vote your Common Shares. If you still have questions or concerns after reviewing this section, please contact our transfer agent and registrar, Computershare Investor Services Inc. (“Computershare”), at:

Proxies are being solicited primarily by mail, but may also be solicited by e-mail, facsimile, telephone or oral communication by the directors, officers and employees of the Corporation, at no additional compensation. The Corporation has retained Kingsdale Shareholder Services, Exchange Tower, 130 King Street West, Suite 2950, Toronto, Ontario, M5X 1E2 (“Kingsdale”) to assist with our communications with shareholders and the solicitation of proxies. In connection with these services, the Corporation will pay Kingsdale a fee of $60,000. In addition, Kingsdale will be reimbursed by the Corporation for disbursements and out-of-pocket expenses, as well as an additional $8 fee for each telephone call. If you have any questions about how to vote your shares, please contact Kingsdale by toll-free in North America at 1-866-581-1487 or collect call outside North America at 416-867-2272 or by email at [email protected].

MEETING PROCEDURE

Am I entitled to vote?

You are entitled to vote if you held Common Shares at the close of business on May 16, 2016 (the “Record Date”), unless a Shareholder has transferred Common Shares to you subsequent to that date and you, not less than 10 days before the Meeting, establish ownership of the Common Shares and request Computershare to include your name on the list of Shareholders entitled to vote at the Meeting. Each Common Share is entitled to one vote at the Meeting or at any adjournment of the Meeting.

What am I voting on?

You are voting on the following items of business that will be presented at the Meeting:

1.                                      the appointment of auditors;

2.                                      the election of the directors of the Corporation (“Directors”);

3.                                      the approval of unallocated awards issuable under the long term incentive plan of the Corporation;

4.                                      the Corporation’s approach to executive compensation; and

5.                                      any other business that may properly come before the Meeting or any adjournment of the Meeting.

How will my Common Shares be voted?

You can indicate on the attached instrument of proxy or voting instruction form how you want your proxyholder to vote your Common Shares or you can let your proxyholder decide for you. If neither you nor your proxyholder provides specific instructions, your Common Shares will be voted in favour of all items of business presented by management of the Corporation at the Meeting.

What if there are amendments to these matters or other matters brought before the Meeting?

If you plan to vote your Common Shares in person, you have the authority to vote on the matters discussed during the Meeting as you choose. If you are not attending the Meeting, the person you appoint as proxy on your behalf will have the discretion to vote on any amendments or variations to the matters of business to be addressed at the Meeting and with respect to other matters that may properly come before the Meeting.

At the date of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

Who counts the votes?

Votes are counted by Computershare in its capacity as transfer agent and registrar of the Corporation.

REGISTERED SHAREHOLDERS

You are a registered Shareholder if your Common Shares are held directly in your own name through the direct registration system or a Common Share certificate. Otherwise, you are a beneficial Shareholder and should refer to page 3 for details of voting at the Meeting.

How can I vote if I am a registered shareholder?

If you are a registered Shareholder, you may vote either in person at the Meeting, on the Internet, by mail or fax in accordance with the directions provided with the enclosed instrument of proxy.

What if I want to attend the Meeting and vote in person?

If you are a registered Shareholder and plan to attend the Meeting and vote your Common Shares in person, do not complete or return the enclosed instrument of proxy. Your vote will be taken and counted at the Meeting. Please register with Computershare when you arrive. If you are a beneficial Shareholder, you should refer to page 3 for instructions on how to vote in person at the Meeting.

How can I vote by proxy?

The attached instrument of proxy appoints Derek W. Evans or John B. Zaozirny, who are Directors, to be your proxyholders. Should you choose to vote by proxy, please sign and return the completed instrument of proxy as indicated below. Alternatively, you may vote through the website or by fax in accordance with the directions provided with the enclosed instrument of proxy.

Whether or not you attend the Meeting, you can appoint someone other than Messrs. Evans and Zaozirny to attend and vote as your proxyholder. You can use the enclosed instrument of proxy or another appropriate form of proxy to appoint your proxyholder by inserting their name in the space indicated on your proxy form. Your proxyholder does not need to be a Shareholder. Your votes will only be counted if the person you appoint as proxy attends the Meeting and votes on your behalf.

What do I do with my completed proxy?

Once you have completed and signed the instrument of proxy, you should mail it to, or deposit it with, the Corporate Secretary of the Corporation in care of Computershare Investor Services Inc., 8th floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or via facsimile to 1-866-249-7775 (outside North America to 1-416-263-9524) not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment of the Meeting. This will ensure your vote is recorded. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion without notice. If you have completed your vote by proxy over the Internet, then there is nothing further you need to do unless you decide to revoke your proxy as discussed below.

What if I change my mind and want to revoke my proxy?

You may revoke your proxy at any time before it is acted on. You can do this by stating clearly, in writing, that you want to revoke your proxy and by delivering the written statement to either: (i) Computershare Investor Services Inc., 8th floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or via facsimile to 1-866-249-7775 (outside North America to 1-416-263-9524) not less than 24 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment of the Meeting; or (ii) with the Chair of the Meeting on the day of the Meeting or any adjournment of the Meeting.

You can also revoke your proxy by attending the Meeting and voting your Common Shares in person or by any other manner permitted by law.

I HOLD SHARES UNDER OUR EMPLOYEE SHARE OWNERSHIP PLAN (THE “ESOP”)

How do I vote?

Shares purchased by employees of Pengrowth under the ESOP (“ESOP Shares”) are registered in the name of Solium Capital Inc. (“Solium”), in accordance with the provisions of the ESOP, unless an employee has withdrawn their ESOP Shares. Shareholders of ESOP Shares cannot vote those ESOP Shares in person at the Meeting.

Voting rights attached to the ESOP Shares held under the ESOP can be exercised by employees by indicating to Solium on the enclosed voting instruction form how the employee wishes his or her ESOP Shares to be voted at the Meeting. The ESOP Shares will be voted pursuant to the employee’s directions. If no direction is provided on the voting instruction form as to a matter to be voted on, Solium will vote the relevant ESOP Shares FOR that matter. ESOP Shares in respect of which a voting instruction form has not been signed and returned will not be voted.

The voting instruction form must be used with respect to ESOP Shares. In the event that you are an employee and hold any Common Shares other than ESOP Shares, you must separately follow the appropriate voting requirements with respect to those Common Shares.

BENEFICIAL SHAREHOLDERS

You are a beneficial Shareholder if your Common Shares are held in the name of a nominee. That is, your certificate was deposited with a bank, trust company, securities broker, trustee or other intermediary.

How can I vote if I am a beneficial shareholder?

If you are a beneficial Shareholder, you may only vote by completing and returning the enclosed voting instruction form in accordance with the directions provided on it.

What if I want to attend the Meeting and vote in person?

If you are a beneficial Shareholder and plan to attend the Meeting and vote your Common Shares in person, insert your own name in the space provided on the enclosed voting instruction form and return the form in accordance with the directions provided on it. Your vote will be taken and counted at the Meeting so do not complete the voting instructions on the form. Please register with Computershare when you arrive.

How can I vote by proxy?

The enclosed voting instruction form appoints Derek W. Evans or John B. Zaozirny, who are Directors, to be your proxyholders. Whether or not you attend the Meeting, you can appoint someone other than Messrs. Evans and Zaozirny to attend and vote as your proxyholder. You can use the enclosed voting instruction form to appoint your proxyholder by inserting their name in the space indicated on such form. Your proxyholder does not need to be a Shareholder. Your votes will only be counted if the person you appoint as proxy attends the Meeting and votes on your behalf.

What do I do with my completed voting instruction form?

Once completed, you should return it in the envelope provided or vote online or by fax in accordance with the instructions provided in the voting instruction form. This will ensure your vote is recorded.

Who can I call for assistance?

If you have any questions or need assistance completing your voting instruction form, please contact Kingsdale Shareholder Services, toll-free in North America at 1-866-581-1487 or call collect from outside of North America at 416-867-2272 or by email at [email protected].

What if I change my mind and want to revoke my instructions?

In order to revoke instructions previously provided, you should follow the procedures provided by your nominee on the voting instruction form.

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

Other than as set forth elsewhere in this Circular, no: (i) person who has been a Director or executive officer of the Corporation at any time since January 1, 2015; (ii) proposed nominee for election as a Director; or (iii) associate or affiliate of any of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any of the following matters to be acted upon at the Meeting.

MATTER #1 – RECEIVING AND CONSIDERING FINANCIAL STATEMENTS

Our board of Directors (the “Board”) will place before the Meeting the annual consolidated financial statements of the Corporation and the auditors’ report thereon for the financial year ended December 31, 2015 (the “Financial Statements”). The Financial Statements, together with the accompanying Management Discussion & Analysis for the year ended December 31, 2015, are available on the Corporation’s website at www.pengrowth.com/investors/reports, on the System for Electronic Document Analysis and Retrieval website (“SEDAR”) at www.sedar.com and on the Electronic Data-Gathering, Analysis and Retrieval system (“EDGAR”) of the United States Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. No formal action will be taken at the Meeting to approve the Financial Statements, which have already been approved by the Board. If any Shareholders have questions respecting the Financial Statements, the questions may be brought forward at the Meeting.

MATTER #2 – APPOINTMENT OF AUDITORS

KPMG LLP, Chartered Professional Accountants (“KPMG”) were appointed as our auditors on incorporation and have been the auditors of our predecessor, Pengrowth Corporation, since 1988. Under the Canadian Securities Administrators’ National Instrument 52-108 Auditor Oversight, KPMG is a participating audit firm with the Canadian Public Accountability Board. KPMG has also confirmed to the Board and the Audit and Risk Committee of the Board (the “Audit and Risk Committee”) its status as independent within the meaning of applicable Canadian and U.S. rules. The Board, on recommendation from the Audit and Risk Committee, recommends the re-appointment of KPMG as auditors. For details concerning fees paid to KPMG by the Corporation and for details concerning the Audit and Risk Committee, see page 59 of the Corporation’s Annual Information Form for the year ended December 31, 2015, which is dated February 24, 2016 and available on SEDAR at www.sedar.com, or as part of the Corporation’s Form 40-F for the year ended December 31, 2015, which is dated February 24, 2016 and available on EDGAR at www.sec.gov.

In the absence of contrary instructions, it is the intention of the persons designated in the enclosed instrument of proxy to vote the Common Shares represented thereby FOR the ordinary resolution appointing KPMG as auditors of the Corporation to hold office until the close of the next annual meeting of Shareholders at a remuneration to be fixed by the Board.

MATTER #3 – ELECTION OF DIRECTORS

Our Board, by resolution dated May 3, 2016, has established the size of the Board to be elected at the Meeting at eight directors. Two of our incumbent Directors, Mr. John B. Zaozirny and Mr. Michael S. Parrett, will be retiring at the Meeting and are not standing for re-election. Messrs. Zaozirny and Parrett have served as directors of Pengrowth and its predecessors since 1988 and 2004, respectively. The Corporation greatly values their many contributions and would like to thank them for their guidance and commitment.

At the Meeting, Shareholders will be asked to pass an ordinary resolution electing Margaret L. Byl, Derek W. Evans, Wayne K. Foo, Kelvin B. Johnston, James D. McFarland, A. Terence Poole, Jamie C. Sokalsky and D. Michael G. Stewart as Directors. Each elected Director will hold office until the close of the next annual meeting of Shareholders or until his or her successor is duly elected or appointed.

The resolution electing the Directors must be passed by a majority of the votes cast on this matter by Shareholders present in person or by proxy at the Meeting. In the absence of contrary instructions, it is the intention of the persons designated in the enclosed instrument of proxy to vote the Common Shares represented thereby FOR the ordinary resolution electing the nominees set out below.

Majority Voting Policy

The attached instrument of proxy permits Shareholders to: (i) vote “for” all Director nominees; or (ii) vote “for” or “withhold” their vote for each Director nominee. The Board has adopted a majority voting policy stipulating that, in an uncontested election of Directors, in the event that a Director nominee is elected but receives a greater number of “withhold” votes than “for” votes, such Director shall promptly tender his or her resignation to the Chairman of the Board and the Board shall meet within 90 days of the relevant Shareholders’ meeting to determine whether or not it wishes to accept such resignation with the proviso that the Board will generally accept such resignation, absent exceptional circumstances and advise Shareholders of the Board’s decision in that regard. The resignation will be effective when accepted by the Board. The Board shall immediately issue a news release with the Board’s decision including the reason for not accepting any resignation and shall provide a copy of that release to the TSX. Shareholders should note that, as a result of the majority voting policy, a “withhold” vote is effectively a vote against a Director nominee in an uncontested

election. A Director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board or committee of the Board at which the resignation is considered.

Advance Notice By-Law

We have adopted an advance notice by-law which was ratified by Shareholders at the 2013 Annual General Meeting. These requirements set forth procedures for any Shareholder who intends to nominate any person for election as a Director of the Corporation other than pursuant to Shareholder rights instilled within the Corporation’s governing statute or through a Shareholder proposal. The requirement 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 advance notice requirement to be met. These requirements are intended to provide all Shareholders with the opportunity to evaluate and review the proposed candidates and vote in an informed and timely manner regarding such nominees. As of the date of this Circular, we have not received any Director nominations through the advance notice mechanism.

MATTER #4 - APPROVAL OF UNALLOCATED AWARDS UNDER OUR LONG TERM INCENTIVE PLAN

We have a long term incentive plan (“LTIP”) pursuant to which our Directors, officers, employees and other service providers and those of our subsidiaries and affiliates are eligible to receive awards granted in the form of deferred share units (“DSUs”), restricted share units (“RSUs”) and/or performance share units (“PSUs”). Our LTIP was last approved at the annual meeting of our shareholders held on June 25, 2013. Please see “Compensation Discussion and Analysis – Compensation Elements – Long-Term Incentive Plan” for a detailed description of our LTIP. When awards have been granted pursuant to the LTIP, Common Shares that are reserved for issuance under outstanding awards are referred to as “allocated awards”. We have additional Common Shares that may be issued under the LTIP, but as they are not subject to current awards grants, they are referred to as “unallocated awards”.

Our Board has set aside a number of Common Shares available for issuance under our LTIP equivalent to 3.2% of our outstanding Common Shares from time to time less the aggregate number of Common Shares reserved under any other security based compensation arrangement. As at April 29, 2016, we had 14,755,686 outstanding allocated awards under the LTIP and 623,626 Common Shares reserved for issuance pursuant to other prior security-based compensation arrangements, leaving 2,138,872 unallocated awards available for future grants.

The Toronto Stock Exchange requires that every three (3) years after the institution of a security based compensation arrangement which does not have a fixed maximum number of securities issuable all unallocated rights, options or other entitlements under such arrangement must be approved by a majority of an issuer’s directors and by the issuer’s shareholders. As our LTIP is a security based compensation arrangement and as the maximum number of awards issuable pursuant to our LTIP is not a fixed number, approval is being sought at the Meeting to approve the grant of unallocated awards under our LTIP. If approval is obtained at the Meeting we will not be required to seek further approval of the grant of unallocated awards under our LTIP until June 28, 2019. If approval is not obtained at the Meeting, awards, which have not been allocated as of June 25, 2016 and awards which are outstanding as of June 25, 2016 and which are subsequently cancelled, terminated or exercised will not be available for a new grant of awards. Previously allocated awards will continue to be unaffected by the approval or disapproval of the resolution. As described under “Compensation Discussion and Analysis” below, our LTIP is an important component of our overall compensation structure and is critical to our ability to attract and retain qualified and dedicated personnel. If approval of the unallocated awards is not obtained at the Meeting, we may need to pursue substitute forms of incentives which may prove to be less effective and more costly. In light of the foregoing, the Board has, subject to ratification by Shareholders, unanimously approved the unallocated awards under the LTIP.

At the Meeting, the following ordinary resolution will be presented:

“BE IT RESOLVED, as an ordinary resolution of the Shareholders of the Corporation, that:

(a)          all unallocated awards to acquire Common Shares pursuant to the long term incentive plan of the Corporation are approved and authorized until June 28, 2019; and

(b)          any one officer or director of the Corporation be and is hereby authorized to execute and deliver all such agreements and documents, whether under the corporate seal or otherwise, and to take all action, as such officer or director shall deem necessary or appropriate to give effect to the foregoing resolution. “

The foregoing resolution must be approved by a simple majority of votes cast by Shareholders who vote in person or by proxy at the Meeting in respect of this resolution. In the absence of contrary instructions, it is the intention of the persons designated in the enclosed instrument of proxy to vote the Common Shares represented thereby FOR the resolution approving the unallocated awards under our LTIP.

MATTER #5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

The underlying principle for compensation throughout the Corporation is “pay-for-performance”. We believe that Shareholders should have the opportunity to fully understand the philosophy, objectives and principles that the Board has used to make executive compensation decisions. This Shareholder advisory vote forms an important part of the ongoing process of engagement between Shareholders and the Board on compensation and we presently intend to conduct such a vote at each annual meeting of Shareholders.

We hope you will carefully review the 2016 “Report from the Compensation Committee” starting on page 22 of this Circular and the “Compensation Discussion and Analysis” starting on page 30 of this Circular before voting on this matter. Should you have any specific

concerns that you wish to discuss, you may contact the Chair of our Compensation Committee via email in care of our Corporate Secretary at [email protected]. The compensation discussion and analysis contained in this Circular describes our compensation philosophy, the objectives of the different elements of our compensation programs and the way the Board assesses performance and makes decisions. It explains how our compensation programs are centered on a pay-for-performance culture and are aligned with strong risk management principles and the long term interests of Shareholders. This disclosure has been approved by the Board on the recommendation of the Compensation Committee.

The Board recommends that Shareholders approve the following advisory resolution:

“BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board, that the Shareholders accept the approach to executive compensation disclosed in the management information circular dated April 29, 2016 delivered in advance of the Meeting of Shareholders of the Corporation.”

As this is an advisory vote, the results will not be binding upon the Board. However, the Board will consider the outcome of the vote as part of its ongoing review of executive compensation. The Board believes that it is essential for Shareholders to be well informed of the Corporation’s approach to executive compensation and considers this advisory vote to be an important part of the ongoing process of engagement between Shareholders and the Board. In the absence of contrary instructions, it is the intention of the persons designated in the enclosed instrument of proxy to vote the Common Shares represented thereby FOR the non-binding advisory resolution regarding the Corporation’s approach to executive compensation.

DIRECTOR NOMINEES

The following information relating to the nominees as Directors is based partly on our records and partly on information received from each nominee. All information, unless noted otherwise, is presented as at April 29, 2016. In the tables below, the Corporate Governance and Nominating Committee is noted as “Corporate Governance” and the Reserves, Health, Safety and Environment Committee is noted as “Reserves”.

The following pages set out information for each of the persons proposed to be nominated for election as a Director. All footnotes to each Director’s biography in this section can be found commencing on page 15 of this Circular.

Notes:

(1)     The period of service of each Director includes, where applicable, service as a Director of Pengrowth Corporation, a predecessor of ours.

(2)     Mr. Evans is not a member of any committee but was requested by the Chair of each committee to attend the meetings of such committees. At each such meeting, the members of the committee, all of whom are independent, also met without Mr. Evans.

(3)     Reflects the compensation received by Mr. Evans in his role as our President and Chief Executive Officer in 2015. Mr. Evans did not receive any fees for serving as a Director in 2015.

(4)     All information relating to securities held, not being known to us, has been provided by the respective nominees to the Board. Information is current as at December 31, 2013, December 31, 2014, December 31, 2015 and April 29, 2016, respectively, and includes Common Shares issued and issuable on the reinvestment of dividends as at December 31, 2013, December 31, 2014 and December 31, 2015, respectively but omits ESOP purchases between December 31, 2015 and April 29, 2016.

(5)     Market Value of Common Shares, DEUs, DSUs, Phantom DSUs, RSUs and PSUs has been calculated by multiplying the number of Common Shares, DEUs, DSUs, Phantom DSUs, RSUs and PSUs held by $2.06, $1.02, $3.66 and $6.57, as applicable, which were the closing prices of the Common Shares on the TSX on April 29, 2016, December 31, 2015, December 31, 2014 and December 31, 2013, respectively, and assuming the 100% vesting of RSUs and minimum (0% or 50% as the case may be) performance (unless already earned at the respective year end) for PSUs held by Derek Evans. All DEUs, DSUs and Phantom DSUs held by the independent Directors vest immediately upon issuance and are exercisable only when a Director ceases to be a Director for any reason.

(6)     Share-based awards includes all DEUs, DSUs, Phantom DSUs, RSUs and PSUs granted assuming 100% vesting and minimum performance (0% or 50% as the case may be) for PSUs (unless already earned) and includes Common Shares issued and issuable on the reinvestment of dividends as at December 31, 2013, December 31, 2014, December 31, 2015 and April 29, 2016, respectively but omits ESOP purchases between December 31, 2015 and April 29, 2016.

(7)     Our minimum share ownership requirements for non-executive Directors is share and share equivalent ownership within three years of appointment equal to no less than $405,000 ($735,000 for the Chair of the Board), being three times a Director’s base retainer ($35,000 ($95,000 for the Chair of the Board)) and Phantom DSU entitlement ($100,000 ($150,000 for the Chair of the Board)). The minimum share ownership guideline for Mr. Evans, our President and Chief Executive Officer, is three times his base salary. Once the requirement has been met, a Director will not fail to meet the requirement simply because of a reduction in the price of the Common Shares. As of April 29, 2016, each of the Directors was in compliance with, or on track to be in compliance with, the Common Share ownership requirement.

(8)     Does not reflect attendance by individual Directors at meetings of committees on which they do not formally serve. Several Directors did attend such meetings in 2015 as guests.

(9)     This amount represents all cash (including travel fees) and DSU (including Phantom DSUs) compensation paid to each Director but does not include any reinvested dividends or reimbursement of expenses.

(10)        The following changes to the Board’s committees became effective as of June 23, 2015:

a.                Ms. Byl joined the Compensation Committee;

b.                Mr. McFarland joined the Compensation Committee and ceased being a member of the Reserves Committee;

c.                Mr. Poole ceased being a member of the Compensation Committee

d.                Mr. Sokalsky joined the Reserves Committee; and

e.                Mr. Zaozirny ceased being a member of the Compensation Committee.

(11)        Mr. Sokalsky was appointed to the Board and the Audit and Risk Committee effective April 14, 2015.

(12)        Numbers may not add due to rounding.

All of our Directors, with the exception of Derek Evans, our President and CEO, are independent. Mr. Evans does not sit on any of our Board committees but does attend all committee meetings by invitation. An in-camera session of only independent Directors is held at every Board and committee meeting. The following table summarizes the current committee make-up of our Board:

Anticipated Changes Following the Meeting

Assuming all of our Director nominees are re-elected at the Meeting, Kelvin B. Johnston will be Chair of our Board immediately following the Meeting and we anticipate our Board committees to be comprised as follows:

Length of Tenure of Nominee Directors

Collectively, the eight nominees proposed have 49 years of experience on our Board and an average tenure of 6.13 years.

We believe that the nominees proposed bring a healthy mix of deep knowledge of the Corporation and fresh perspectives.

Directors Serving Together

None of the proposed Directors have served together as directors on any outside boards during the Corporation’s most recent fiscal year.

Cease Trade Orders, Bankruptcies, Etc.

None of the proposed Directors is, or has been in the last ten years, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days that was issued while the proposed Director was acting in that capacity; or (ii) was subject to such an order that was issued after the proposed Director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in such a capacity.

None of the proposed Directors is, or has been in the last ten years, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets.

None of the proposed Directors has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold their assets.

The Board and management believe the nominees are well qualified to serve as Directors, and all nominees have confirmed their eligibility and willingness to serve. We know of no reason why a nominee would be unavailable for election. However, if a nominee is not available to serve at the time of the Meeting, the Directors named in the proxy will vote for a substitute if the Board chooses one.

Penalties or Sanctions

To the knowledge of the Corporation, no proposed nominee for election as a Director of the Corporation (nor any personal holding company of any of such persons) has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for such proposed nominee.

Our Board, through its Corporate Governance and Compensation committees, is responsible for the development and implementation of our strategy with respect to the compensation of the non-executive Directors. The main objectives of our compensation strategy for non-executive Directors are: to align Directors’ interests with those of Shareholders; to attract and retain the services of the most qualified individuals; and to fairly and competitively compensate the non-executive Directors in a manner that is commensurate with the risks and responsibilities assumed in Board and committee membership. We set our target pay for Directors at the median level of our peer group. To determine median compensation, we review publicly available information on our peers and, periodically, engage independent external advisors.

Note:

(1)             Chair Premium is paid in addition to regular director or committee member fee.

Annual DSU grants are made in March of each year and, as of 2014, are made in the form of phantom DSUs which are granted at the same price per unit as the annual company-wide LTIP grants. Annual cash retainers for membership on the Board and any of the standing committees are paid to Directors quarterly and are pro-rated for partial service. The Chairman of the Board and Chair of each Board committee receives an additional annual retainer. The same fees are paid for attending meetings in person or by conference call. A travel allowance of $1,500 is paid whenever a Director travels outside of his or her home province, or travels more than a total of three hours round trip to attend a Directors’ meeting. Prior to 2014, our non-executive Directors were also compensated through the granting of DSUs within the LTIP. DSUs granted to Directors do not have vesting or performance requirements and are released only following the individual ceasing to be a Director of the Corporation. Commencing in 2014, non-executive Directors no longer receive DSU grants but instead receive cash-settled Phantom DSUs which essentially have all of the same terms as our DSUs previously issued but for the share settlement provisions. The following is a schedule of annual cash retainers and meeting fees paid to our non-executive Directors for 2015: