CANADIAN NATURAL RESOURCES LIMITED NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MAY 7, 2026
1. To receive the Annual Report of the Corporation to the Shareholders which includes the Consolidated Financial Statements, and the report of the Auditors, for the fiscal year ended December 31, 2025;
2. To elect Directors to serve until the close of the next Annual Meeting of Shareholders;
3. To appoint Auditors to serve until the close of the next Annual Meeting of Shareholders and to authorize the Audit Committee of the Corporation's Board of Directors to fix their remuneration;
4. To consider, and if deemed appropriate, to pass an ordinary resolution, on an advisory basis, on the Corporation's approach to executive compensation, as described in the Management Information Circular (the "Information Circular") accompanying this Notice of Meeting; and
5. To transact such other business as may properly be brought before the Meeting or any adjournments thereof.
The Corporation will hold the Meeting in person at the time and place designated herein. Registered Shareholders and duly appointed proxyholders (as defined in the Information Circular) can attend and participate in the Meeting. ANY SHAREHOLDER OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 18, 2026 WILL BE ENTITLED TO RECEIVE NOTICE OF, AND VOTE AT THE MEETING, PROVIDED THAT TO THE EXTENT SUCH A SHAREHOLDER TRANSFERS THE OWNERSHIP OF ANY OF THEIR COMMON SHARES AFTER THE RECORD DATE AND THE TRANSFEREE OF THOSE COMMON SHARES PRODUCES A PROPERLY ENDORSED SHARE CERTIFICATE OR OTHERWISE ESTABLISHES THAT THEY OWN SUCH COMMON SHARES AND DEMANDS NOT LATER THAN 5 DAYS BEFORE THE MEETING THAT THEIR NAME BE INCLUDED ON THE SHAREHOLDERS' LIST, SUCH TRANSFEREE IS ENTITLED TO VOTE SUCH SHARES AT THE MEETING. IF YOU CANNOT ATTEND THE MEETING IN PERSON, PLEASE SIGN AND RETURN THE ENCLOSED PROXY FORM IN THE ADDRESSED ENVELOPE PROVIDED. IN ORDER FOR YOUR PROXY FORM TO BE EFFECTIVE, IT MUST BE DULY COMPLETED AND MUST REACH THE OFFICE OF COMPUTERSHARE TRUST COMPANY OF CANADA, 320 BAY STREET, 14th FLOOR TORONTO, ONTARIO, CANADA, M5H 4A6, AT LEAST 48 HOURS BEFORE THE MEETING, WHICH WILL BE HELD ON THURSDAY, MAY 7, 2026 AT 11:00 A.M. (MDT) OR 48 HOURS (EXCLUDING NON-BUSINESS DAYS) PRIOR TO THE TIME FIXED FOR THE HOLDING OF ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING.The Information Circular of the Corporation accompanying this Notice contains important instructions and details on how to participate at the Meeting and vote your Common Shares by proxy for the Meeting. The specific details of the matters proposed to be put before the Meeting are also set forth in the Information Circular.
Copies of the Annual Report of the Corporation and Consolidated Financial Statements referred to herein are being sent under separate cover if you are a registered Shareholder, or if, as a beneficial Shareholder, you returned the financial statement request card sent with the 2025 proxy solicitation material.
DATED at Calgary, Alberta, this 18th day of March 2026. BY ORDER OF THE BOARD OF DIRECTORSSTEPHANIE A. GRAHAM
Corporate Secretary and Associate General Counsel, Canada
CANADIAN NATURAL RESOURCES LIMITED
PROXY STATEMENT AND MANAGEMENT INFORMATION CIRCULAR
for the Annual Meeting of Shareholders to be held May 7, 2026 Proxy Statement and Management Information Circular Table of ContentsInformation on Items to be Acted Upon 2
Solicitation of Proxies 2
Information Concerning Voting 2
Number of Voting Shares Outstanding and Principal Holders Thereof 4
Business of the Meeting 4
Receiving the Annual Report 4
Election of Directors 5
Director Compensation 13
Communication with the Board 14
Appointment of Auditors 15
Non-Binding Advisory Vote on Approach to Executive Compensation 16
Other Matters 16
Information Respecting Executive Compensation 17
Letter to Shareholders from the Compensation Committee 17
Compensation Discussion and Analysis 19
Equity Compensation Plan Information 44
Indebtedness of Executive Officers and Directors 46
Interests of Informed Persons in Material Transactions 46
Non-GAAP and Other Financial Measures 47
Additional Information 49
Approval of Circular 49
Schedules to the Information Circular 50
Schedule "A" Statement of Corporate Governance Practices of the Corporation 50
Schedule "B" Board of Directors Corporate Governance Charter 60
Schedule "C" Executive Compensation Recovery Policy 65
Unless otherwise indicated, all dollar figures stated in this Information Circular represent Canadian dollars. On December 31, 2025, the reported WM/Refinitiv noon benchmark exchange rate for one Canadian dollar was in U.S. dollars and Pounds Sterling, U.S.$0.72916 and £0.54232, respectively. On December 31, 2025, the reported WM/ Refinitiv noon benchmark exchange rate for one U.S. dollar was Canadian $1.37145 and for one Pound Sterling was Canadian $1.84391.
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Information on Items to be Acted Upon
Solicitation of Proxies
This Proxy Statement and Management Information Circular ("Information Circular") is furnished in connection with THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF CANADIAN NATURAL RESOURCES LIMITED (the "Corporation"
or "Canadian Natural") for use at the 2026 Annual Meeting of the Shareholders of the Corporation.
The solicitation of proxies will be primarily by mail, but may also be by telephone, electronic communication or oral communications by the directors, officers and regular employees of the Corporation, at no additional compensation. The costs of preparation and mailing of the Notice of Meeting, Instrument of Proxy and this Information Circular as well as any such solicitation referred to above will be paid by the Corporation.
Except as otherwise stated, the information contained herein is given as of March 18, 2026.
Information Concerning VotingWHEN AND WHERE THE MEETING WILL BE HELD
The 2026 Annual Meeting of the Shareholders of the Corporation will be held at the Telus Convention Centre, 120 - 9th Avenue
S.E. in the City of Calgary, in the Province of Alberta, Canada, on Thursday, May 7, 2026 at 11:00 a.m. (MDT) (the "Meeting") and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Meeting.
QUORUM FOR THE MEETING
Holders of five percent (5%) of the outstanding common shares of the Corporation (the "Common Shares") entitled to vote, present at the Meeting or by proxy, will constitute a quorum for the Meeting.
WHO CAN VOTE AT THE MEETING
Any Shareholder of record on March 18, 2026 (the "Record Date") is entitled to receive notice of the Meeting and to vote at the Meeting to be held on May 7, 2026 or any adjournment or postponement of the Meeting (see Voting as a Registered Shareholder or Voting as a Beneficial Shareholder below). If you became a shareholder after the Record Date, you may vote if you produce a properly endorsed share certificate or otherwise establish ownership of the Common Shares and, not later than 5 days before the Meeting, you request your name be included on the list of shareholders entitled to vote at the Meeting.
You, as a Shareholder, have the right to designate a person or company (who need not be a Shareholder of the Corporation) other than N. Murray Edwards or Scott G. Stauth, the management designees, to attend and act for you at the Meeting. Such right may be exercised by inserting in the blank space provided on the proxy the name of the person or company to be designated and deleting therefrom the names of the management designees or by completing another proper instrument of proxy. If you are a non-registered (beneficial) shareholder and wish to vote your Common Shares yourself at the Meeting, you will need to appoint yourself as proxy by following the instructions below under Voting as a Beneficial Shareholder.
VOTING AS A REGISTERED SHAREHOLDER
A registered shareholder is a shareholder who has (i) a share certificate registered in their name, or (ii) a Direct Registration Statement in their name which confirms their holdings. If you are a registered shareholder, you will have received a Form of Proxy for this Meeting. You will also be able to attend the Meeting and vote in person or appoint someone to vote at the Meeting on your behalf in the manner described herein.
Voting by proxy can be done in one of the following ways: 1) by mailing or personally delivering the completed Form of Proxy enclosed with this Circular to Computershare Trust Company of Canada, 320 Bay Street, 14th Floor, Toronto, Ontario, Canada, M5H 4A6 at least 48 hours (excluding non-business days) prior to the time fixed for the holding of the Meeting or of any postponement or adjournment of the Meeting for which it is to be used; 2) by telephone by calling the toll free number specified in the Form of Proxy; or, 3) online, in advance of the Meeting, at: https://www.investorvote.com and following the directions there.
VOTING AS A BENEFICIAL SHAREHOLDERA non-registered shareholder (a beneficial shareholder) is a shareholder who has their Common Shares held by an intermediary such as a broker, dealer, trustee or financial institution.
If you are a beneficial shareholder and you wish to have your Common Shares voted by proxy at the Meeting, you must provide instructions to the intermediary who is holding your Common Shares on how you want your Common Shares voted at the Meeting. If you have provided instructions to your intermediary to receive information from the Corporation, you will receive from your intermediary a Voting Instruction Form. This form must be completed by you and returned to the intermediary in accordance with the instructions on the Voting Instruction Form. Alternatively, you can provide voting instructions by calling a toll free number or, through the internet, by accessing the website address indicated on the Voting Instruction Form and following the instructions.
If you wish to vote in person at the Meeting, you must appoint yourself as your proxyholder. To appoint yourself as proxyholder, insert your name in the space provided on the Voting Instruction Form provided to you with this Information Circular and sign and return it to the intermediary in accordance with the instructions provided. Do not otherwise complete the form as you will be voting at the Meeting. Please register at the registration table at the Meeting.In any case, DO NOT send the Voting Instruction Form to the transfer agent or the Corporation as it is not a legal proxy for voting your Common Shares at the Meeting.
HOW YOUR COMMON SHARES WILL BE VOTEDYour Common Shares will be voted or withheld from voting on any ballot that may be called in accordance with the instructions you have provided on the properly completed proxy. If no voting instructions have been specified by you, the person you have appointed to vote on your behalf has discretion to vote as they see fit. If your proxyholder is one designated by us, and no voting instructions have been specified by you, your Common Shares will be voted: (i) in favour of each of the persons nominated by management for election as directors; (ii) in favour of the appointment of PricewaterhouseCoopers LLP as auditor and the authorization of the Audit Committee of the Board of Directors to fix their remuneration; and (iii) on the advisory vote, in favour of the Corporation's approach to executive compensation.
The proxy also confers discretionary authority upon the person you have named to vote on your behalf with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting, or at any adjournment or postponement thereof. Management of the Corporation does not know of any matters which may be presented at the Meeting, other than the matters set forth in the Notice of Meeting but, if other matters or amendments or variations do properly come before the Meeting, it is the intention of the persons named in the enclosed Form of Proxy to vote such proxy according to their best judgment.
CHANGING YOUR VOTEIf you are a registered shareholder and change your mind on how you want your Common Shares voted or you decide to attend the Meeting and vote yourself, you can revoke your proxy by personally attending the Meeting and voting your Common Shares during the designated time or in accordance with the following instructions.
You can also revoke your proxy by (a) providing written notice at the registered office of the Corporation or the office of Computershare Trust Company of Canada, 320 Bay Street, 14th Floor, Toronto, Ontario, Canada, M5H 4A6 at any time up to and including the last business day proceeding the day of the Meeting or to the Chair of the Meeting on the day of the Meeting or any postponement or adjournment of the Meeting; or, (b) depositing another Form of Proxy before 11:00 a.m. (MDT) on May 5, 2026 or not less than 48 hours (excluding non-business days) prior to the time fixed for the holding of any adjournment or postponement of the Meeting. The written notice revoking your proxy can be signed by you or your attorney, provided they have your written authorization. If the Common Shares are owned by a corporation, the written notice must be from its authorized officer or attorney.
If you are a beneficial shareholder, follow the instructions of your intermediary with respect to the procedures to be followed for voting as discussed above under the heading Voting as a Beneficial Shareholder.
YOU MAY RECEIVE MORE THAN ONE SET OF VOTING MATERIALSYou may receive more than one set of voting materials, including multiple copies of this Circular, and multiple proxy or Voting Instruction Forms if you hold your Common Shares in more than one brokerage account. You will receive a separate Voting Instruction Form for each brokerage account in which you hold Common Shares. If you are a registered holder of record and you hold your Common Shares in more than one name or variation of your name, you will receive more than one Form of Proxy. Please complete, sign and return each Form of Proxy and Voting Instruction Form you receive, or you may cast your vote by telephone or online by following the instructions on each Form of Proxy or Voting Instruction Form.
HOW THE VOTES ARE COUNTED
As a shareholder, you are entitled to one vote for each Common Share you hold as at March 18, 2026 on all matters proposed to come before the Meeting. Computershare Trust Company of Canada counts and tabulates the votes independently of the Corporation. Proxies are referred to the Corporation only when (i) it is clear a shareholder wants to communicate with management; (ii) the validity of the proxy is in question; or (iii) it is required by law.
IF YOU HAVE OTHER QUESTIONS
If you are a registered shareholder and have any questions regarding the Meeting or require any assistance in completing the Form of Proxy, contact the Corporation's transfer agent, Computershare Trust Company of Canada, 1-800-564-6253 in Canada or the United States or outside of Canada or the United States at 1-514-982-7555.
If you are a beneficial shareholder and have any questions regarding the Meeting or require any assistance in completing the Voting Instruction Form received from an intermediary, contact the intermediary from whom you received the Voting Instruction Form or as otherwise provided in the Voting Instruction Form.
Number of Voting Shares Outstanding and Principal Holders ThereofThe Record Date for determination of holders of Common Shares entitled to notice of and to vote at the Meeting is March 18, 2026, provided that, to the extent a Shareholder of record transfers the ownership of any of their Common Shares after the Record Date and (i) the transferee of those Common Shares produces a properly endorsed share certificate or otherwise establishes that they own such Common Shares; and (ii) requests, not later than 5 days before the Meeting, that their name be included on the shareholders' list, then such transferee shall be entitled to vote such Common Shares at the Meeting.
As at March 18, 2026, the Corporation has 2,086,830,405 Common Shares issued and outstanding, each Common Share carrying the right to one vote.
To the knowledge of the directors and officers of the Corporation, 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 all voting securities of the Corporation other than:
Capital World Investors
333 South Hope Street, 55th Floor, Los Angeles, CA 90071
214,669,993(1) 10.3%
(1) Based on Capital World Investors' 62-103F3 filed on Sedarplus.ca on February 2, 2026.
Business of the MeetingShareholders will be addressing four items at the Meeting:
1. Receiving the Annual Report of the Corporation which includes the Consolidated Financial Statements and the report of the Auditors for the fiscal year ended December 31, 2025;
2. Electing the directors of the Corporation to serve until the close of the next Annual Meeting of Shareholders;
3. Appointing the Auditors of the Corporation to serve until the close of the next Annual Meeting of Shareholders and authorizing the Audit Committee of the Board of Directors to set the Auditors' remuneration; and
4. Conducting an advisory vote on the Corporation's approach to executive compensation. Shareholders will also consider other business that may properly be brought before the Meeting.
Receiving the Annual ReportThe Annual Report, including the Consolidated Financial Statements and the report of Auditors for the year ended December 31, 2025, will be sent under separate cover to all registered shareholders and to those beneficial shareholders who requested a copy of the Annual Report. The Annual Report is also available on the Corporation's website at: https://www.cnrl.com and under the Corporation's profile on SEDAR+ at: https://www.sedarplus.ca. As a Shareholder, you will have an opportunity at the Meeting to address any questions you may have, to the Corporation's independent auditors, PricewaterhouseCoopers LLP, regarding their audit.
Election of Directors
The affairs of the Corporation are managed by a Board of Directors (the "Board") who are elected annually at each Annual Meeting of Shareholders. Directors are elected to hold office until the next Annual Meeting, unless the Director resigns or the position becomes vacant for any reason prior to the next Annual Meeting. The Articles of the Corporation allow for a minimum of 3 and a maximum of 15 directors.
Shareholders will be asked to elect twelve directors at the Meeting of which ten nominees out of the twelve (83%) are independent. Ms. S.A.M. Brown was appointed by the Board of Directors effective November 4, 2025. The remaining nominees, other than Dr. G.E. Isaac, are currently Directors who were elected at the Annual and Special Meeting of Shareholders of the Corporation held on May 8, 2025.
The Corporation would also like to thank and acknowledge the contribution and service to the Corporation and the Board of Ms. Catherine M. Best and Mr. Wilfred A. Gobert, both of whom are not standing for re-election at the Meeting. Ms. Best has served as a director since 2003 and as Chair of the Audit Committee since 2004. She also served as a member of the Compensation Committee and the Health, Safety and Asset Integrity Committee during her tenure. Mr. Gobert has served as a director since 2010 and as a member of the Audit Committee, the Compensation Committee, and the Nominating, Governance and Risk Committee. The depth of knowledge, experience and stewardship brought to the Board by Ms. Best and Mr. Gobert and their ongoing dedication to the Corporation, and its shareholders, has contributed significantly to the success of the Corporation.
BOARD RENEWAL AND SUCCESSIONSince 2016, three directors retired from the Board (two independent directors and one management director) and six directors joined the Board (four independent directors and two management directors), including Ms. S.A.M. Brown who joined the Board in November 2025. One independent director also resigned from the Board in that period to pursue another opportunity. In 2026, two additional independent directors are stepping down from the Board. Ms. C.M. Best is retiring early and will not stand for re-election. Under the mandatory retirement policy, any director who has reached the age of 78 cannot stand for re-election to the Board, subject to the Board's discretion to waive such requirement in exceptional circumstances. Mr. W.A. Gobert reached the Board's mandatory age of retirement in 2026 and, consequently, is not standing for re-election. The Honourable F.J. McKenna also reached the Board's mandatory age of retirement in 2026. However, due to the significant changes to the Compensation Committee resulting from the retirements of Ms. Best and Mr. Gobert, both of whom were members of the Compensation Committee, the Board, in recognition of Mr. McKenna's unique skills and expertise, has requested that Mr. McKenna extend his tenure on the Board for at least one additional year to support the new Compensation Committee members and ensure that the role of Chair of the Compensation Committee is properly transitioned to his successor. The Board has also nominated Dr. G.E. Isaac for election at the 2026 Annual Meeting of Shareholders.
The changes discussed above reflect the ongoing renewal of the Board over the last ten years, which has added industry, business and managerial experience as well as diversity. In the coming years, the anticipated turnover in Board membership due to upcoming retirements will further renew the Board while providing the opportunity to support the Corporation's commitment to diversity and inclusion, as discussed in more detail below. In addition, in planning for Board succession, the Board will also consider the need to fill any gaps in Board skills matrix that may be created as members retire and the need to replace any other unique skills that retiring Board members may have. All of these factors will inform the candidate selection process.
DIVERSITY AND INCLUSION POLICY STATEMENTThe Corporation is committed to diversity and inclusion and values the benefits that an inclusive and diverse workforce can bring to the organization.
Embracing the inclusion of individuals with diverse backgrounds and perspectives (including gender, ethnicity, Indigenous status, age, disability, and other diverse attributes) promotes a safe, healthy and innovative environment. Different perspectives and ideas mitigate against group bias and ensure that the Corporation has the opportunity to benefit from all available talent and the diverse ideas that different individual experiences foster.
By creating an inclusive work environment where all people are valued and welcomed, the Corporation is a place where everyone can grow and contribute to the success of the organization.
The Corporation believes the promotion of diversity at all levels within the organization is best served through careful consideration of the knowledge, experience, skills and perspectives of each individual in light of the needs of the organization without focusing on any single diversity characteristic. The Corporation will continue to ensure that it is a representative employer, reflecting the strength that diversity brings to our broader community and to our society.
The Corporation is also respectful of an individual's right to personal privacy and acknowledges that the gathering and reporting of diversity information does not supersede an individual's right to not disclose or self-declare.
The Corporation recognizes that it is in its continued best interest to have a Board whose members are diverse in background and experience and can bring a broad perspective to decision making for the guidance, direction, leadership and good governance of the Corporation.
Director nominees are selected for their experience, expertise and judgment, as well as a demonstrated ability to exercise independent thought. Nominees must also share the values of the Corporation and be aligned with its culture. The Corporation's gender diversity targets and other aspects of an individual's diverse characteristics, background, experience and skills are always considered when identifying potential candidates.
The Board considers its current policies and practices appropriate and will continue to support its ongoing efforts to promote diversity and inclusion within the organization.
With respect to gender diversity, the Board believes that a Board composition where a minimum of 40% of its independent directors are women is appropriate when the other factors relevant to Board effectiveness and the natural resource industry are considered. The Board has determined that, at this time, targets for other categories of diversity would be difficult to implement given that individuals are not obligated to disclose or self-declare as members of any particular group. Of the ten independent Director nominees standing for election at the Meeting, four are women (40%), and one (10%) is a self-declared member of an ethnic and visible minority. The Board remains committed to identifying and recruiting candidates from other diverse communities as vacancies arise.
The Corporation actively encourages the advancement of women and supports diverse communities within the organization to stimulate creativity and innovation while promoting personal and professional development. As part of the overall leadership development and management succession plans of the Corporation and in following its mission statement to develop people, all employees have the benefit of having access to continuing education and career development opportunities within the Corporation. Appointments by the Board to the executive level are determined based upon the merit, performance, leadership and management skills, expertise and experience of the individual that is relevant to the area of responsibility that they will be assuming. While the Corporation has not adopted a target regarding the representation of women at the executive level, the Corporation monitors trends in gender representation in supervisory/technical roles as well as at both the manager and executive level on an annual basis to ensure that corporate trends support the development of women as candidates and support continued progress towards a more diverse workforce and increased representation of women at all levels of the Corporation. Currently, 19% of the Corporation's overall leadership is female, which is comprised of seventy-four (74) women (23%) in manager positions, seven (7) women in Senior Vice-President or Vice-President roles, including four (4) women (21%) in executive officer positions (and who are members of the senior management team of nineteen) and approximately five hundred and eight (508) women (19%) who are in supervisory and/or technical roles across the organization.
MANDATORY SHARE OWNERSHIPThe Board believes that, in order to achieve better alignment in the interests of the directors and the executive officers of the Corporation and those of shareholders, requiring that the directors and executive officers maintain Common Share ownership is desirable. Details regarding the Corporation's mandatory share ownership policy can be found on page 23.
Within five (5) years from the date of a director's appointment to the Board, non-management directors are required to acquire and hold Common Shares and/or Deferred Share Units ("DSUs") of the Corporation equal to a minimum aggregate value of
$825,000, being three times the annual (cash and equity) retainer paid to directors in 2025. Directors are required to annually confirm their Common Share and DSU ownership position prior to filing the Information Circular, the results of which are reported in the table below for each director. Each director has also confirmed that such position is their beneficial and legal ownership position and that their position has not been hedged against declines in the value of the Common Shares or otherwise sold.
Management directors are required to hold Common Shares equal to a minimum aggregate market value of four times their annual salary within three (3) years from the date of their appointment as an officer of the Corporation. As the Executive Chair's annual salary is $1, his mandatory, required holding in 2025 was four times his notional salary of $912,900. For a discussion of Mr. Edwards' notional salary, please refer to page 30.
MAJORITY VOTING POLICY FOR DIRECTORSIn accordance with the Corporation's majority voting policy for directors, any nominee in an uncontested election who receives a greater number of Common Shares withheld than Common Shares voted in favour of their appointment must tender their resignation to the Board for consideration and to take effect upon acceptance of the resignation by the Board. The Board would be expected to accept the resignation, absent exceptional circumstances. The majority voting policy does not apply if there are contested director elections. The Corporation shall issue a news release regarding the election of directors and the Board's decision on any such resignation.
DIRECTOR NOMINEESThe following sets forth, among other information, the name of each of the persons proposed to be nominated for election as a director (the "Nominee"); the Nominee's principal occupation at present and within the preceding five (5) years; all positions and offices in the Corporation held by the Nominee, if applicable; other public company directorships held by the Nominee, if any; the date the Nominee was first elected, or appointed as a director of the Corporation; the voting results for the Nominee at the previous Annual Meeting of Shareholders, if applicable; the number of the Common Shares and/or DSUs of the Corporation that the Nominee has advised are beneficially owned or controlled or directed, directly or indirectly, by the Nominee as of March 18, 2026 and the value thereof on such date; whether each Nominee meets the mandatory Common Share ownership level and the Nominee's equity ownership level relative to the mandatory requirement expressed as a multiple; the meeting attendance
record of each Nominee, if applicable; whether each Nominee is independent or non-independent; and, in the case of Nominees who are members of management, the number of stock options and performance share units ("PSUs") held. (See page 27 for details on the PSU program). Refer to page 55 for additional information on the level of experience and areas of expertise reflected on the Board.
Shelley A.M. Brown, C.M., F.C.P.A, F.C.A., ICD.D
Saskatoon, Saskatchewan, Canada Age: 69
Director Since November 2025 Independent Director
Voting Results at 2025 Annual Meeting For: N/A
Withheld: N/A
Ms. S.A.M. Brown was appointed as a director of the Corporation on November 4, 2025. Ms. Brown served as a Senior Audit Partner with Deloitte LLP until 2018. During her time in public practice, she also served as the Director for Audit Services and Regional Managing Partner for Deloitte (in Saskatchewan) and was also a member of the Deloitte National Board for 12 years. Ms. Brown previously served as Chair of the Canadian Institute of Chartered Accountants and Chair of CPA Canada. Ms. Brown is the recipient of numerous awards recognizing her accomplished career, including receiving Lifetime Achievement Awards from the CPA Institutes of British Columbia and Saskatchewan. Ms. Brown holds a Bachelor of Commerce from the University of Saskatchewan, is a Fellow of Chartered Professional Accountants of British Columbia, Alberta, Saskatchewan and Ontario and holds the Canadian Institute of Corporate Directors designation (ICD.D) and became a member of the Order of Canada in 2019.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Member 2/2
Audit Member 1/1
Stantec Inc.
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares 2,071 $139,772 $825,000 November 4, 2030
3X annual cash
Total 2,071 $139,772 and equity retainer
Ms. Brown has until November 4, 2030 (five years from appointment) to meet Ownership Requirements.
Dr. M. Elizabeth Cannon, O.C. Calgary, Alberta, Canada
Age: 63
Director Since November 2019 Independent Director
Voting Results at 2025 Annual Meeting For: 99.36%
Withheld: 0.64%
Dr. M.E. Cannon is a corporate director. Dr. Cannon is President Emerita at the University of Calgary, having previously served at the University of Calgary as Dean of the Schulich School of Engineering from 2006 to 2010, as well as President and Vice Chancellor from 2010 to 2018. Dr. Cannon is a fellow of the Royal Society of Canada and the Canadian Academy of Engineering, an associate of the National Academy of Engineering (US) and a corresponding member of the Mexican Academy of Engineering. Dr. Cannon holds a Bachelor of Applied Sciences (Mathematics) from Acadia University as well as a Bachelor of Science, a Master of Science and a PhD in Geomatics Engineering, all from the University of Calgary. Dr. Cannon is a professional engineer and a member of the Association of Professional Engineers and Geoscientists of Alberta. She also holds Honorary Doctorates from 3 universities as well as an Honorary Bachelor of Business Administration from the Southern Alberta Institute of Technology. Dr. Cannon became an officer of the Order of Canada in 2019.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Member 7/7
Health, Safety, Asset Integrity & Environmental Member 4/4
Reserves Member 3/3
None
Required Share Ownership Ratio
Equity Holdings Securities Held Value Ownership or Compliance Date
Common Shares 29,577 $1,996,152 $825,000 5.01x
DSUs 31,625 $2,134,371
3X annual cash
Total 61,202 $4,130,523 and equity retainer
Dr. Cannon exceeds her Ownership Requirements with holdings having an aggregate value of $4,130,523.
N. Murray Edwards, C.M. Director Since September 1988
St. Moritz, Switzerland Non-independent Director
Age: 66 (Management)
Voting Results at 2025 Annual Meeting For: 96.18%
Withheld: 3.82%
Mr. N.M. Edwards is an investor and corporate director. Prior to December 2015, he was President, Edco Financial Holdings Ltd., a private management and consulting company. He has been a major contributor to the success and growth of the Corporation since becoming a Director and significant shareholder in 1988. Prior thereto, he was a partner of the law firm Burnet, Duckworth and Palmer LLP in Calgary. He holds a Bachelor of Commerce degree (Great Distinction) from the University of Saskatchewan and a Bachelor of Laws degree (Honours) from the University of Toronto and became a member of the Order of Canada in 2013.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Executive Chair 7/7
Ensign Energy Services Inc.
Magellan Aerospace Corporation
Required Share Ownership Ratio
Equity Holdings Securities Held Value Ownership or Compliance Date
Common Shares 42,936,076 $2,897,755,769 $3,651,600 793.56x
Stock Options 2,900,000
PSUs 1,048,244
4X notional
Total 46,884,320 $2,897,755,769 salary(1)
Mr. Edwards exceeds Ownership Requirements with holdings having an aggregate value of $2,897,755,769.
(1) For a discussion of Mr. Edwards' notional salary and the calculation of his minimum share ownership requirements, please refer to page 30.
Christopher L. Fong Calgary, Alberta, Canada Age: 76
Director Since November 2010 Independent Director
Voting Results at 2025 Annual Meeting For: 93.14%
Withheld: 6.86%
Mr. C.L. Fong is a corporate director. Until his retirement in May 2009, he was Global Head, Corporate Banking, Energy with RBC Capital Markets. Prior thereto, between 1974 and September 1980, Mr. Fong worked as a petroleum engineer and as a corporate planning analyst in the oil and gas industry. He has served as Chair of EducationMatters, Calgary´s Public Education Trust, as a governor of Honen´s, an International Piano Competition, past Chair of UNICEF Canada and has served on the Petroleum Advisory Committee of the Alberta Securities Commission. Mr. Fong graduated from McGill University with a Bachelor of Chemical Engineering degree and has post graduate courses in Finance, Economics and Accounting from McGill University and the University of Calgary.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Member 7/7
Health, Safety, Asset Integrity & Environmental Chair 4/4
Reserves Member 3/3
None
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares 90,317 $6,095,494 $825,000 12.74x
DSUs 65,385 $4,412,834
3X annual cash
Total 155,702 $10,508,328 and equity retainer
Mr. Fong exceeds Ownership Requirements with holdings having an aggregate value of $10,508,328.
Ambassador Gordon D. Giffin
Sarasota, Florida, U.S.A. Age: 76
Director since May 2002 and Lead Independent Director since May 2012
Voting Results at 2025 Annual Meeting For: 86.56%
Withheld: 13.44%
Ambassador G.D. Giffin is a partner and Global Vice-Chair, emeritus at Dentons US LLP, in their Washington, D.C. and Atlanta, Georgia offices, and was a Senior Partner with McKenna Long & Aldridge LLP, a law firm based in Washington, D.C. and Atlanta, Georgia from 2001 to 2015 when they merged with Dentons. Prior thereto, he was the United States Ambassador to Canada from 1997 to 2001 after a career spanning 30 years engaged in the private practice of business and regulatory law. He holds a Bachelor of Arts degree from Duke University and a J.D. from Emory University School of Law. Ambassador Giffin also serves on the Board of Trustees of the Carter Presidential Center and is a member of both the Council on Foreign Relations and the Trilateral Commission. Ambassador Giffin also serves as a member of the Board of CIBC Bank USA.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Member 7/7
Audit Member 5/5
Nominating, Governance and Risk Chair 3/3
None
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares 212,847 $14,365,044 $825,000 17.41x
3X annual cash
Total 212,847 $14,365,044 and equity retainer
Ambassador Giffin exceeds Ownership Requirements with holdings having an aggregate value of $14,365,044.
Christine M. Healy Toronto, Ontario, Canada Age: 54
Director since February 2024 Independent Director
Voting Results at 2025 Annual Meeting For: 99.15%
Withheld: 0.85%
Ms. C.M. Healy was appointed as a director of the Corporation on February 27, 2024. Ms. Healy was appointed President and CEO of Northland Power Inc., an independent Canadian power producer with global assets, on February 5, 2025. Prior to, she was the President, AMEA (Asia, Middle East and Australia) of AtkinsRealis, a globally-leading design, engineering and project-management company. Prior to that, she served as Senior Vice President, Carbon Neutrality and Continental Europe for TotalEnergies from 2021 to 2023. From 2018 to 2020, Ms. Healy served as Country Chair, President and Chief Executive Officer for Total E&P Canada. Prior to her tenure with TotalEnergies, Ms. Healy was Chief Strategy Officer and General Counsel of Maersk Oil and Gas where she was responsible for M&A, strategy, commercial, communications, government relations, compliance and legal. She previously held senior executive positions with Equinor and the Government of Newfoundland and Labrador. Ms. Healy holds a Bachelor of Arts (Honours) in Economics from Memorial University and a Juris Doctorate degree from Osgoode Hall Law School.
Board and Committee Participation - 93% Position Meetings Other Public Company Board Memberships
Board of Directors Member 7/7
Audit Member 5/5
Nominating, Governance and Risk Member 3/3
Northland Power Inc.
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares 7,610 $513,599 $825,000 February 27, 2029
3X annual cash
Total 7,610 $513,599 and equity retainer
Ms. Healy has until February 27, 2029 (five years from appointment) to meet Ownership Requirements.
Dr. Grant E. Isaac
Saskatoon, Saskatchewan, Canada Age: 54
Director Nominee Independent Director
Voting Results at 2025 Annual Meeting For: N/A
Withheld: N/A
Dr. G.E. Isaac has been the President and Chief Operating Officer of Cameco Corporation since 2025. Prior to that he held various Officer roles including Executive Vice President and Chief Financial Officer as well as Senior Vice-President, Corporate Services. He has executive oversight for Cameco's commercial, operational and financial strategy. In addition to his extensive business experience, he has held numerous academic positions in business, economics and international trade. In 2000 he was appointed professor at the University of Saskatchewan and in 2006 was appointed Dean of the Edwards School of Business. He has published extensively in various areas including international trade policy, biotechnology and intellectual property. Dr. Isaac has also served on various boards including the University of Saskatchewan Board of Governors and as Chair of the Board of Directors of the Canadian Nuclear Association. Dr. Isaac received a Bachelors of Arts (Economics) and a Masters of Arts (Economics) from the University of Saskatchewan and a Ph.D from the London School of Economics.
Board and Committee Participation - N/A Position Meetings Other Public Company Board Memberships
Board of Directors N/A N/A
None
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares 3,450 $232,841 $825,000 May 7, 2031
3X annual cash
Total 3,450 $232,841 and equity retainer
Subject to election, Dr. Isaac will have until May 7, 2031 (five years from appointment) to meet Ownership Requirements.
Steve W. Laut
Calgary, Alberta, Canada Age: 68
Director since August 2006 Independent Director
Voting Results at 2025 Annual Meeting For: 98.26%
Withheld: 1.74%
Mr. S.W. Laut retired from the Corporation effective May 5, 2020 and is currently a corporate director and businessman. Prior to his retirement, he was the Executive Vice-Chairman of the Corporation from March 2018. Mr. Laut joined the Corporation as Senior Exploitation Engineer in 1991, and thereafter was appointed to positions of increasing responsibility including as Vice-President, Operations in 1996; Executive Vice-President, Operations in 2001; Chief Operating Officer in 2003; and, President in 2005. During his tenure with the Corporation, he was instrumental in contributing to its growth and success. Mr. Laut holds a Bachelor of Science degree in Mechanical Engineering from the University of Calgary and is member of the Association of Professional Engineers and Geoscientists of Alberta.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Member 7/7
Health, Safety, Asset Integrity & Environmental Member 4/4
Reserves Member 3/3
None
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares 878,650 $59,300,089 $825,000 71.88x
3X annual cash
Total 878,650 $59,300,089 and equity retainer
Mr. Laut exceeds Ownership Requirements with holdings having an aggregate value of $59,300,089.
Honourable Frank J. McKenna, P.C., O.C., O.N.B., K.C.
Cap Pelé, New Brunswick, Canada Age: 78
Director since August 2006 Independent Director
Voting Results at 2025 Annual Meeting For: 96.01%
Withheld: 3.99%
Mr. F.J. McKenna has been the Deputy Chair of TD Bank Group since May 2006. Prior to this, he served as Canadian Ambassador to the United States from 2005 to 2006. From 1998 to 2005, he acted as Counsel to the Atlantic Canada law firm McInnes Cooper LLP, while serving on numerous boards, and he was Premier of New Brunswick from 1987 to 1997. He holds a Bachelor of Arts degree from St. Francis Xavier University, postgraduate studies in political science at Queen´s University, and a Bachelor of Laws degree from the University of New Brunswick. He became an officer of the Order of Canada in 2008.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Member 7/7
Nominating, Governance and Risk Member 4/4
Compensation Chair 5/5
Brookfield Asset Management Inc.
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares - $- $825,000 14.45x DSUs 176,650 $11,922,109
3X annual cash
Total 176,650 $11,922,109 and equity retainer
Mr. McKenna exceeds Ownership Requirements with holdings having an aggregate value of $11,922,109.
Scott G. Stauth Calgary, Alberta, Canada Age: 60
Director since February 2024 Non-independent Director (Management)
Voting Results at 2025 Annual Meeting For: 98.84%
Withheld: 1.16%
Mr. S.G. Stauth became President of the Corporation on February 28, 2024. Prior thereto, he joined the Corporation in 1997 and was appointed to positions of increasing responsibility as Vice-President Field Operations in 2006, Senior Vice-President Operation Field, Facilities & Pipelines in 2011, Senior Vice-President North American Operations in 2013, Senior Vice-President, North American Operations responsible for the Horizon, Thermal and Conventional Field Operations in 2014, Executive Vice-President, Canadian Field Operations adding the responsibility of Athabasca Oil Sands Project in 2017 and, in 2018, Chief Operating Officer, Oil Sands. He has played a significant role in the Corporation´s evolution and growth during his tenure.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Member 7/7
Health, Safety, Asset Integrity & Environmental Member 2/2
None
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares 371,548 $25,075,775 $2,454,000 10.22x
Stock Options 1,180,000
PSUs 329,913
4X annual base
Total 1,881,461 $25,075,775 salary
Mr. Stauth exceeds Ownership Requirements with holdings having an aggregate value of $25,075,775.
David A. Tuer
Calgary, Alberta, Canada Age: 76
Director since May 2002 Independent Director
Voting Results at 2025 Annual Meeting For: 92.55%
Withheld: 7.45%
Mr. D.A. Tuer is a corporate director. Prior thereto, Mr. Tuer was Executive Chairman of Optiom Inc., a private insurance company. Prior thereto, from 2010 to 2015, he was Vice-Chairman and Chief Executive Officer of Teine Energy Ltd., a private oil and gas exploration company. He served as Vice-Chairman and Chief Executive Officer of Marble Point Energy Ltd. the predecessor to Teine Energy Ltd., also a private oil and gas exploration company, from 2008 until 2010. He was Chairman of the Calgary Health Region, a position he held from 2001 to 2008 when the Alberta government consolidated all of the provincial health regions under one authority, Alberta Health Services. Mr. Tuer also served as Executive Vice-Chairman of BA Energy Inc. from 2005 until 2008, when it was acquired by its parent company Value Creation Inc. During his tenure, BA Energy Inc. was pursuing the potential development of a merchant heavy oil upgrader in Northern Alberta that would upgrade bitumen and heavy oil feedstock into high-quality crude oils. Prior thereto, he was President and Chief Executive Officer of PanCanadian Petroleum Inc. from 1994 to 2001 and President, Chief Executive Officer and a director of Hawker Resources Inc. from 2003 to 2005. Mr. Tuer holds a Bachelor of Science degree in Mechanical Engineering from the University of Calgary. He is Chairman of the board of directors of Altalink Management LLP, a private limited partnership.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Member 7/7
Audit Member 5/5
Reserves Chair 3/3
None
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares 59,264 $3,999,727 $825,000 4.85x
3X annual cash
Total 59,264 $3,999,727 and equity retainer
Mr. Tuer exceeds Ownership Requirements with holdings having an aggregate value of $3,999,727.
Director CompensationAnnette M. Verschuren, O.C. Toronto, Ontario, Canada
Age: 69
Director since November 2014 Independent Director
Voting Results at 2025 Annual Meeting For: 98.75%
Withheld: 1.25%
Ms. A.M. Verschuren is the Chair and Chief Executive Officer of NRStor Inc., an energy storage project developer of energy storage technologies. She was President of The Home Depot Canada from 1996 to 2011. Prior to joining The Home Depot, she was President and co-owner of Michaels of Canada, a chain of arts and crafts stores. Previously, she was the Vice-President, Corporate Development of Imasco Ltd. and Executive Vice-President of Canada Development Investment Corporation. She currently is Chancellor Emeritus of Cape Breton University and holds board positions with Liberty Mutual Insurance Group, Air Canada, Saputo, and Protexxa. She is also the Chair of the MaRS Discovery District and is on the board of the Ontario Energy Association. Ms. Verschuren became an officer of the Order of Canada in 2011 and holds honorary doctorate degrees from ten universities including St. Francis Xavier University, where she also earned a Bachelor of Business degree.
Board and Committee Participation - 100% Position Meetings Other Public Company Board Memberships
Board of Directors Member 7/7
Compensation Member 5/5
Health, Safety, Asset Integrity & Environmental Member 4/4
Air Canada Saputo Inc.
Securities Required Share Ownership Ratio
Equity Holdings Held Value Ownership or Compliance Date
Common Shares 48,074 $3,244,514 $825,000 9.28x
DSUs 65,385 $4,412,834
3X annual cash
Total 113,459 $7,657,348 and equity retainer
Ms. Verschuren exceeds Ownership Requirements with holdings having an aggregate value of $7,657,348.
With the exception of the fee paid to the Lead Independent Director, which is determined by the Compensation Committee and approved by the Board, the Nominating, Governance and Risk Committee reviews the fees paid to the directors on an annual basis to ensure the fees are reasonable and competitive and makes recommendations to the Board accordingly. The Corporation pays compensation comprised of a cash retainer and an equity retainer to its non-management directors in their capacity as directors. The equity portion of retainer fees can be taken as Common Shares, or DSUs (which are redeemed for cash only after the director leaves the Board). The DSU Plan provides that DSUs are only granted to non-management Directors, and are in respect of services provided to the Corporation as a member of the Board that would otherwise be payable in Common Shares. The DSU Plan does not permit discretionary grants of DSUs or grants of DSUs pursuant to any other arrangement, including to compensate for a downward fluctuation in the fair market value of Common Shares.
Effective January 1, 2026, the Board adjusted the fees paid to non-management directors to remain comparable with fees paid by companies of similar size and complexity. The equity retainer component of Director compensation increased to a monetary value of $200,000 annually from $175,000, which is used for the purchase of Common Shares or the allocation of an equivalent number of DSUs on behalf of the directors.
Prior fee increases occurred on January 1, 2024, with adjustments to fees paid to the Lead Director as well as the Chairs of the Audit Committee, the Health, Safety, Asset Integrity and Environmental Committee, the Reserves Committee, the Nominating, Governance and Risk Committee and the Compensation Committee, to reflect the increased workload associated with those roles and to remain comparable with the Corporation's peer group. Previously, the Board increased the cash retainer component paid to non-management directors from $50,000 to $100,000 effective January 1, 2023.
2025 ANNUAL RETAINER FEES
Board Member
Cash Retainer
$ 100,000
Equity Retainer (1)(2)
$ 175,000
Committee Member
$
5,000
Audit Committee Chair
$
30,000
Compensation Committee Chair
Health, Safety, Asset Integrity & Environmental Committee Chair
Reserves Committee Chair
Nominating, Governance and Risk Committee Chair
$
25,000
Lead Independent Director
$
40,000
Time and travel fee for a director whose principal residence is out of the Province of Alberta and attends meetings in person.
$
2,500 per round trip
The equity portion of retainer fees can be taken as DSUs, which are redeemed for cash after the director leaves the Board. Messrs. F.J. McKenna, C.L. Fong and Mmes. A.M. Verschuren and M.E. Cannon were participants in the DSU plan in 2025.
Shares are purchased at the market price through the facilities of the Toronto Stock Exchange ("TSX"). Effective January 1, 2026, the equity portion of the retainer was increased to $200,000 from $175,000.
There are no vesting or hold restrictions on the Common Shares purchased as part of director's fees except to the extent directors are required to be in compliance with the Common Share ownership threshold for directors under the Common Share ownership guidelines of the Corporation. DSUs are included in the Common Share ownership requirements for Directors. DSUs vest immediately upon the grant thereof and can only be realized by a recipient after they cease to be a director of the Corporation and only up to December 31 of the year following the year in which they ceased to be a director. Fees paid to non-management directors are inclusive of the time required to prepare for Board or committee meetings.
The Compensation Committee, as one of its primary responsibilities, reviews and approves compensation to directors who provide ongoing day-to-day management services to the Corporation. The compensation paid to Messrs. N.M. Edwards and
S.G. Stauth in 2025 is reported in the Summary Compensation Table for Named Executive Officers on page 38. As a result, no annual retainer or other form of director fees were paid to these directors in 2025. Fees paid to the non-management directors for 2025 are reported in the following table.
Name
Fees Earned
Share
Based Awards
Option
Based Awards
Common
Share Retainer(1)(2)
Pension Value
All Other Compensation(3)
Total
C.M. Best(4)
$ 135,000
$ - $ - $ 175,000
$ - $ -
$ 310,000
S.A.M. Brown(5)
26,250
- - 43,750
- 2,500
72,500
M.E. Cannon
110,000
- - 175,000
- -
285,000
C.L. Fong
130,000
- - 175,000
- -
305,000
G.D. Giffin
170,000
- - 175,000
- 10,000
355,000
W.A. Gobert(6)
115,000
- - 175,000
- -
290,000
C.M. Healy
110,000
- - 175,000
- 10,000
295,000
S.W. Laut
110,000
- - 175,000
- -
285,000
F.J. McKenna
130,000
- - 175,000
- 7,500
312,500
D.A. Tuer
130,000
- - 175,000
- -
305,000
A.M. Verschuren
$ 110,000
$ - $ - $ 175,000
$ - $ 7,500
$ 292,500
The amount shown represents the cost of Common Shares purchased on the TSX as the equity portion of the 2025 fees paid to directors.
Messrs. F.J. McKenna, C.L. Fong and Mmes. A.M. Verschuren and M.E. Cannon participate in the DSU Plan and receive the equivalent number of DSUs in lieu of Common Shares for the equity portion of directors' fees, which are given the same value as the Common Shares purchased for the other directors.
All Other Compensation is the amount paid to directors whose principal residence is out of the Province of Alberta and who attend meetings in person ($2,500 per round trip).
Ms. C.M. Best is retiring from the Board and will not be standing for re-election.
Ms. S.A.M. Brown's fees for 2025 reflect her appointment date of November 4, 2025.
Mr. W.A. Gobert reached the mandatory age of retirement in 2026 and will not be standing for re-election.
The Corporation believes that strong governance includes year-round engagement with Shareholders. Shareholder representatives meet regularly throughout the year with senior management and, when requested and appropriate, independent members of the Board of Directors. In addition, our senior management engages directly with Shareholders through earnings calls. One-on-one meetings are usually requested by Shareholders and take place in person, virtually or by telephone depending on the nature of the meetings and the location of the individuals involved. The Corporation regularly participates in investor conferences where senior management interacts with Shareholders and, in most cases, one-on-one meetings with Shareholders are arranged as part of these events. During one-on-one meetings, Shareholders have access to senior management and directors (on occasion), to make inquiries regarding the Corporation's policies, governance and performance. In the course of all of its Shareholder engagement activities, the Corporation maintains a process of review that ensures that no preferential disclosure takes place such that neither the participating Shareholder nor the Corporation are prejudiced.
In 2025, the Corporation participated in approximately 10 investor conferences and was involved in approximately 40 in-person one-on-one or group meetings with Shareholders located in Canada, the United States and Europe. Furthermore, the Corporation arranged specific engagement sessions, including telephone conferences, at the request of Shareholders to address various matters identified by the requesting Shareholder.
Any Shareholder or interested party who wishes to communicate directly with the Board, the Lead Independent Director, or any other Director, may do so by directing any correspondence to their attention, as applicable, at the following address prior to June 2026:
c/o Corporate Secretary
Canadian Natural Resources Limited 2100, 855 - 2nd Street S.W. Calgary, Alberta T2P 4J8
From and after June 2026: c/o Corporate Secretary
Canadian Natural Resources Limited 400 4th Avenue S.W.
Calgary, Alberta T2P 0J4
Upon receipt, the Corporate Secretary will follow a process approved by the Nominating, Governance and Risk Committee of the Board and forward the communication to the Director to whom it is addressed. Depending on the subject matter, the Corporate Secretary may also refer the inquiry to senior management, the appropriate corporate department, the Audit Committee Chair, the Lead Independent Director or the Board Chair. If the matter does not appear to request direct attention by the Board or an individual Director, the correspondence may be directed to the appropriate corporate department. All correspondence will be reviewed and addressed through a direct response or, if more appropriate, through specific Shareholder engagement sessions. Finally, the Corporate Secretary, in consultation with the General Counsel, may determine that correspondence that is primarily commercial in nature or that relates to an improper or irrelevant topic should not be forwarded.
Appointment of AuditorsThe Board, upon the recommendation of the Audit Committee of the Board, has selected the firm of PricewaterhouseCoopers LLP ("PwC") to be nominated at the Meeting for re-appointment as the Corporation's independent auditors for the ensuing year at remuneration to be fixed by the Audit Committee of the Board. Before PwC was recommended for appointment, the Audit Committee met with management and PwC to review and discuss the proposed fiscal year 2025 audit and non-audit services to be rendered, the relationship of PwC with the Audit Committee, and the independence of PwC. As part of the annual assessment of the ongoing suitability of PwC as the Corporation's independent auditor, management reviews the qualifications and performance of the independent auditor, the approach to promoting and monitoring audit quality, the quality of communications with management, as well as the independent objectivity and professional rigor of the auditor. Management also considers third party assessments and reports with respect to audit quality of the independent auditor, including the Canadian Public Accountability Board in Canada and the Public Company Accounting Oversight Board in the United States, as well as internal steps taken by the independent auditor to maintain audit quality and preserve independence.
The Corporation's independent auditor since its inception has been PwC. To maintain audit quality and foster independence, PwC has advised the Corporation that it is the policy of PwC to rotate the senior audit partner for the Corporation at least once every five years. The current senior audit partner for the Corporation has been the senior audit partner for the Corporation for four years.
In 2025, the Audit Committee approved specified audit and non-audit services to be performed by PwC. The services provided include: (i) the annual audit of the Corporation's consolidated financial statements and internal controls over financial reporting, reviews of the Corporation's quarterly unaudited consolidated financial statements, audits of certain of the Corporation's subsidiary companies' annual financial statements as well as other audit services provided in connection with statutory and regulatory filings; (ii) audit related services including Crown Royalty Statements and pension reporting; (iii) tax services related to corporate tax return matters; and (iv) non-audit services related to French translation and accessing resource materials through PwC's accounting literature library. Fees accrued to PwC are shown in the table below.
FEES ACCRUED TO AUDITORS PRICEWATERHOUSECOOPERS LLP
Services
Fiscal 2025
Fiscal 2024
Audit
$ 2,702,000
$ 2,557,000
Audit Related
490,000
1,284,000
Tax Related
421,000
413,000
Other
107,000
63,000
Total Accrued Fees
$ 3,720,000
$ 4,317,000
Additional disclosure regarding the Audit Committee and its members is contained in the Corporation's Annual Information Form for the year ended December 31, 2025, dated March 18, 2026 under "Audit Committee Information".
Non-Binding Advisory Vote on Approach to Executive Compensation
The Corporation is once again providing you with an opportunity to advise us of your view on our approach to executive compensation through a non-binding advisory vote ("Say On Pay"). Our compensation policies and procedures are centered on a pay-for-performance philosophy to align with the long-term interests of our Shareholders. With a pay mix heavily weighted towards at-risk incentive pay (short-term incentives comprised of annual cash incentive awards, medium-term incentives comprised of PSUs and long-term incentives comprised of stock options), our compensation program is designed to:
Reward the creation of long-term Shareholder value.
Reflect short-, mid- and long-term corporate performance.
Maintain an appropriate balance between base salary and short-term and long-term incentive opportunities, with a distinct emphasis on compensation that is "at risk".
Be competitive, so as to attract and retain talented individuals.
Encourage Common Share ownership by employees.
Align the pay-for-performance approach to executive compensation to the long-term interests of the Shareholders.
In deciding how to vote on this proposal, the Compensation Committee encourages you to read the "Letter to Shareholders" from the Compensation Committee (page 17) and the "Compensation Discussion and Analysis" sections beginning on page 19 for a detailed description of our executive compensation programs, the compensation decisions the Compensation Committee has made under these programs and the factors considered in making these decisions.
Although this is an advisory vote, and the results will not be binding on the Compensation Committee or the Board, the results of the vote will be taken into consideration by the Compensation Committee in determining its approach to executive compensation in the future. At the last Annual and Special Meeting held on May 8, 2025, Shareholders overwhelmingly supported the Corporation's approach to executive compensation, with 97.98% of the votes cast in favour of the resolution. The Corporation continues to engage with Shareholders on a regular basis to discuss the Corporation's compensation philosophy, emphasizing that its executive compensation program reflects a pay for performance approach. This approach is reviewed on an ongoing basis in order to align it with the long-term interests of Shareholders.
The Board of Directors unanimously recommends that Shareholders vote in favour of the proposed resolution on the Corporation's approach to executive compensation. The persons designated in the enclosed Voting Instruction Form or Form of Proxy, unless instructed otherwise, intend to vote FOR the resolution.Shareholders will be asked, at the Meeting, to approve the following resolution:
"BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE CORPORATION, THAT:
On an advisory basis and not to diminish the role and responsibilities of the Board of Directors of Canadian Natural Resources Limited (the "Corporation") or that of the Compensation Committee of the Corporation, the Shareholders accept the approach to executive compensation as described in the "Compensation Discussion and Analysis" section of the Proxy Statement and Management Information Circular of the Corporation dated March 18, 2026 and delivered in advance of the 2026 Annual Meeting of Shareholders."
Other Matters
Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If other matters properly come before the Meeting, it is the intention of the persons named in the Form of Proxy to vote the same in accordance with their best judgment in such matters.
Share Split and Comparative Figures
At the Corporation's Annual and Special Meeting held on May 2, 2024, Shareholders passed a Special Resolution approving a two for one common share split effective for shareholders of record as of market close on June 3, 2024. On June 10, 2024, Shareholders of record received one additional share for every one common share held, with common shares trading on a split-adjusted basis beginning June 11, 2024. All disclosure for common share, per common share, dividend, and stock option amounts for periods prior to the two for one common share split have been updated to reflect the common share split.
-
Information Respecting Executive Compensation
Letter to Shareholders from the Compensation Committee
Dear Fellow Shareholders:
The Compensation Committee (the "Committee") is pleased to provide you with an overview of the Corporation's performance in 2025 and a summary of our approach to determining the compensation of our executives. The Compensation Discussion and Analysis that follows provides Shareholders with details on the compensation paid to your Corporation's executives in 2025, including comprehensive information on your Corporation's pay-for-performance, governance practices and continuous improvement culture, with a focus on safe, effective and efficient operations.
The year 2025 was the best operational year in the Corporation's long history of maximizing value for our shareholders. We set several production records, lowered our operating costs and capital expenditures came in under our forecast, excluding acquisition costs. We grew organically and completed several accretive acquisitions, including the Palliser Block assets in southern Alberta and liquids-rich Montney assets in the Grande Prairie area, and increased our ownership in the Albian mines within the Athabasca Oil Sands Project to 100% through an asset swap. As a result, we achieved record annual production of 1,571 MBOE/d in 2025, resulting in year-over-year growth of 15% or approximately 207 MBOE/d from 2024 levels. We also achieved record annual liquids production of 1,146 Mbbl/d, of which 65% was comprised of Synthetic Crude Oil ("SCO"), light crude oil and NGLs, which are not subject to widening heavy crude oil differentials.
Canadian Natural's reserves are significant when compared to other major oil companies, which supports long-term organic growth opportunities. Year end 2025 total proved reserves of 15.91 billion BOE and total proved plus probable reserves of
20.75 billion BOE represent increases of approximately 4% and 3%, respectively, from year end 2024 levels. With approximately 73% of the Corporation's total proved reserves being long life low decline, the strength and depth of our assets is evident and provide us with a total proved reserves life index ("RLI") of 31 years and a total proved plus probable RLI of 40 years. We continue to deliver strong total proved Finding, Development and Acquisition ("FD&A") costs, including changes in Future Development Costs ("FDC"), achieving an industry leading FD&A in 2025 of $3.64/BOE for total proved reserves and
$2.42/BOE for total proved plus probable reserves.
In 2025, we generated adjusted net earnings(1) from operations of $7.4 billion or $3.56 per share, and adjusted funds flow(1) of
$15.5 billion or $7.39 per share. Throughout the year, we completed several accretive acquisitions, increasing production and cash flow, while reducing net debt by approximately $2.7 billion to just under $16 billion at year end 2025. We returned approximately $9.0 billion to our shareholders in 2025, including $4.9 billion in dividends, $1.4 billion in share repurchases and
$2.7 billion in net debt reduction. Subsequent to year end, the Board approved an approximate 6.4% increase to our quarterly dividend, bringing the annualized dividend up to $2.50 per common share. This marks 2026 as the 26th consecutive year of dividend increases by Canadian Natural, with a compound annual growth rate ("CAGR") of 20% over that time, demonstrating the sustainability of our business model, our strong balance sheet and the strength of our diverse, long life low decline reserves and asset base.
Additionally, the Board of Directors have, effective January 1, 2026, adjusted the net debt target levels in our free cash flow allocation policy which results in an acceleration of the next increase to direct shareholder returns. Now, when net debt falls below $16 billion, compared to our previous target of $15 billion, we will increase direct shareholder returns in the form of share repurchases to 75% of free cash flow generated, managed on a forward-looking basis.
Our financial flexibility and long life low decline asset base provide a strong foundation and a competitive advantage with low maintenance capital requirements. Our US$ WTI breakeven remains top tier in the low to mid-US$40 per barrel range.(2) Our balance sheet is strong with significant liquidity(1) of approximately $6.3 billion at year end 2025. Our excellent results highlight the cash flow generating capability of our top tier asset base with strong year end metrics including Debt to Book Capitalization(3) at 26%.
Canadian Natural is committed to supplying safe, reliable and responsible energy, along with a commitment to improve environmental performance. We incorporate environmental, social and governance practices that strengthen our long-term sustainability across all aspects of our business and are uniquely positioned to pilot and apply technologies that target to reduce greenhouse gas ("GHG") emissions.
We continue to focus on aligning pay for performance and assess the Corporation's performance under four categories:
financial, 2) strategic capital allocation, 3) operational, and 4) safety, asset integrity and environmental. In each of these categories, performance is evaluated against a specific target performance range and/or a benchmark determined by prior period performance.
Non-GAAP Financial Measure. Refer to the "Non-GAAP and Other Financial Measures" section of this Information Circular and the Corporation's MD&A, dated March 4, 2026.
Supplementary financial measure. Refer to the "Non-GAAP and Other Financial Measures" section of this Information Circular and the Corporation's MD&A dated March 4, 2026.
Capital Management Measure. Refer to Note 16 to the Corporation's 2025 audited consolidated financial statements, dated March 4, 2026.
2025 PERFORMANCEThe Committee believes the Corporation achieved strong results in 2025 and was successful in executing on its objectives and capital allocation strategy. We carefully considered this performance in the context of the economic realities faced by the industry, as well as considering the Say On Pay vote cast by you in 2025 and the emerging trends in executive compensation. We evaluated Canadian Natural's performance relative to the Corporation's 2025 budget, issued January 9, 2025.
Throughout 2025, the Corporation remained disciplined and continued to focus on effective and efficient operations across all segments of its business. The Corporation grew production and reserves, while executing on its safety and environmental performance in relation to its established goals:
Financial: The Corporation delivered financial results including strong adjusted funds flow and Return On Equity ("ROE"), both including and excluding opportunistic acquisitions completed in the year.
Strategic Capital Allocation: The Corporation successfully allocated capital among its four pillars, maximizing value and delivering strong returns to its Shareholders. The Corporation increased its quarterly dividend in 2025 and successfully completed the Palliser Block and Grande Prairie acquisitions, as well as closed the AOSP asset swap which increased the Corporation's ownership in the Albian mines within the Athabasca Oil Sands Project.
Operations: The Corporation leveraged its large, diverse asset base, achieving record total annual average production on a BOE basis in 2025, including record total liquids production and record natural gas production. Additionally, the Corporation continued to focus on cost control and maximizing value for its Shareholders through its culture of continuous improvement and effective and efficient operations.
Safety, Asset Integrity and Environmental: The Corporation remained focused on its core value of top tier safety, asset integrity and environmental performance in 2025, outperforming on its recordable injury frequency target. The Corporation continued to reduce its environmental footprint, abandoning 2,753 wells and submitting 1,374 reclamation certificates.
The Committee reviewed the Corporation's Total Shareholder Return(2) ("TSR") performance over short-, medium- and long-term time horizons, noting that the 3 year TSR was 43%(3). Upon review of the Corporation's 2023-2025 performance vs the broader energy peer group, the Committee determined that the Corporation's TSR relative to the 8 peers was reflective of the Corporation's performance. In 2026, the Committee intends to reassess the peer group composition and PSU payout mechanism to ensure continued alignment of pay and performance.
The PSUs awarded to Senior Management in 2023 vest in April 2026 based upon the payout mechanism described above and the price as at December 31, 2025. The Corporation´s three-year relative performance against its Peer Group measured at the 69th percentile in respect of 3-year TSR based on outperforming 5 of 8 companies in the Peer Group with a three-year TSR of 43%. For additional context, over the 5-year period ending 2025, the Corporation has the highest TSR compared to the 8 companies.
Based upon the performance achieved by the Corporation over the three-year period 2023 - 2025 inclusive, the PSU payout multiple to be applied in respect of the 2026 PSU vesting is 1.5x.
2025 PAY DECISIONSOn March 12, 2026, the Committee approved an average base salary increase of 3% for all North American employees, including the NEOs and 3% for non-executive international employees based in the United Kingdom and Cote D'Ivoire effective April 2026. In 2025, Canadian Natural achieved a corporate performance score of 137.25% based on strong financial performance and achievement of key strategic goals, resulting in STIP payouts and PSU grants of 193% of target.
We are accountable for ensuring that the links between pay and our business goals are responsible, appropriate and strongly align with your interest as Shareholders while mitigating compensation related risks to the Corporation. The Committee is of the view that the Corporation's performance was very good and supports the resulting NEO compensation.
As always, we welcome comments and feedback from our Shareholders.
Submitted by the members of the Compensation Committee:
Frank J. McKenna (Chair) Catherine M. Best Wilfred A. Gobert Annette M. Verschuren
Forward-looking non-GAAP Financial Measure. The capital budget is based on net capital expenditures (Non-GAAP Financial Measure). Refer to the "Non-GAAP and Other Financial Measures" section of the Corporation's MD&A, dated March 4, 2026 for more details on Net Capital Expenditures.
Supplementary Financial Measure. Refer to the "Non-GAAP and Other Financial Measures" section of this Information Circular.
Source: Bloomberg. TSR in Canadian Dollars.
Compensation Discussion and Analysis
BOARD OF DIRECTORS OVERSIGHT AND COMPENSATION GOVERNANCETo oversee the Corporation's compensation practices, the Board has established a Compensation Committee (the "Committee") comprised solely of independent directors.
The Directors who were members of the Committee during 2025 were: Frank J. McKenna (Chair), Catherine M. Best, Wilfred
A. Gobert, and Annette M. Verschuren, each of whom is independent and knowledgeable with respect to executive compensation. Collectively, the members of the Committee have expertise in, among other areas, finance, audit, law, business and management. They possess extensive experience in executive compensation acquired through their careers as business executives, directors of other companies and specifically as members of compensation committees, acquiring an in-depth understanding of executive compensation from a diverse array of industries which provided exposure to and experience with varied approaches to executive compensation.
COMPENSATION COMMITTEE MANDATEWith respect to compensation, the Committee reviews and approves the Corporation's compensation philosophy and programs for executive officers, including the Corporation's Named Executive Officers ("NEOs"), and employees of the Corporation. The Committee sets the compensation paid to each of the Corporation's executive officers; the overall compensation paid by the Corporation to its employees; the granting of stock options to executive officers and employees; and approves the compensation paid to the Executive Chair and the President. The Committee's role includes ensuring there is (i) a well-defined link between executive compensation and performance, and (ii) rigor in setting corporate goals and assessing the performance of individuals and the Corporation. A detailed breakdown of the mandate of the Committee can be found on page 53.
COMPENSATION PHILOSOPHYCompensation at Canadian Natural is structured to attract, retain and motivate employees and officers, and to encourage a focus on improving corporate performance with an accountability to Shareholders. Compensation is comprised of base salary as well as short-term and longer term performance-conditioned incentive payments. Over the years, this structure has been endorsed by Shareholders (through the "Say-on-Pay" Vote) and continues to align employee compensation with our Shareholders' interests:
Total compensation is targeted at the median of Canadian oil and natural gas companies (U.S. peer company pay data is used as a reference only).
The Corporation maintains a Common Share savings plan for all its employees, through which Common Shares are purchased - our culture of Common Share ownership is demonstrated by the high participation rate in the plan (approximately 98% employee participation).
The Corporation does not have a pension plan for its employees or officers, including its NEOs.
Canadian Natural does not provide employment agreements to its NEOs and therefore they do not benefit from predetermined compensation awards in the event of a change of control and/or loss of position.
Vesting provisions for equity based compensation granted to the Corporation's Management Committee (which includes the NEOs) contain a "double trigger" whereby, in the event of a change in control, an individual must also be terminated without cause as a result of the change of control, or within 24 months thereof, in order for such compensation to vest.
The Corporation establishes its performance goals prior to the beginning of the fiscal year to ensure that achieving such goals is based upon an objective measure and, as the goals are being set, there is sufficient uncertainty to effectively motivate performance.
The Corporation has an Executive Compensation Recovery Policy which allows the Corporation to recover incentive-based compensation (including cash, common shares, PSUs and stock options) received by current and former executive officers based on financial statements that are subsequently restated. This policy complies with the NYSE Corporate Governance Listing Standards (Sections 303A.14 and 802.01F) and Rule 10D-1 of the US Securities Exchange Act of 1934, which were brought into effect in 2023. In addition, this policy also provides the Board with the discretion to reduce, reject or recover certain bonuses where the Board has determined that an executive officer has engaged in wrongdoing or material misconduct that harms or otherwise prejudices the Corporation, including its reputation. A copy of the Corporation's Executive Compensation Recovery Policy is included in this Information Circular as Schedule "C" and is filed on SEDAR+ at https://www.sedarplus.ca as part of this Information Circular. The Executive Compensation Recovery Policy is also filed on EDGAR at https://www.sec.gov and is available on the Corporation's website at https://www.cnrl.com.
The Committee applies the above philosophy (the "Compensation Philosophy") through its assessment of the Corporation's performance, which is measured against the Corporation's annual performance goals and objectives. While the Committee addresses NEO compensation directly, the Compensation Philosophy is applied to all employees and the Committee also considers the overall compensation program for the Corporation's employees. The Corporate Scorecard documents this approach by setting out the assessment of the Corporation's achievement against its stated goals and objectives, establishing a direct linkage between corporate performance and the short term incentive plan ("STIP") compensation paid to all employees, including the NEOs. Given that corporate performance is directly linked to STIP compensation, using the resulting STIP to
establish the value of PSUs awarded to NEOs aligns short and longer term corporate performance to Shareholder interests. NEO compensation is also linked to long-term corporate performance by having vesting PSU grants determined by using a relative TSR measured against identified industry peers. Over the 3 year cycle of a PSU grant, NEO compensation continues to be linked to the short-term and long-term performance of the Corporation, directly aligning NEO compensation to Shareholder value.
In 2025, Canadian Natural maintained its approach to target compensation at the median of larger energy companies based in Canada. While Canadian Natural reviews U.S. compensation levels, the information is provided to the Committee for reference purposes only and has not been considered in the development of executive pay levels. The Committee believes this target pay level, mix and the use of peer group comparisons is appropriate to ensure that overall compensation levels remain competitive to attract and retain quality employees while also ensuring that overall compensation levels do not become excessive. The Committee continually reviews all components of the Corporation's compensation program to ensure that the Corporation's compensation program is competitive, reasonable, fair to all of its employees, and overall, in the best interests of the Corporation and its Shareholders.
PEER GROUP AND PEER GROUP PERFORMANCE
Compensation levels of the NEOs are compared to similar positions within comparable Canadian peer companies, while U.S. peers are also used by the Corporation as a point of reference. Peers are chosen on the basis that they are of similar size to the Corporation, have comparably complex operations and operate in similar geographical regions as the Corporation. Canadian peers are chosen from Canadian energy industry companies, while U.S. peer companies are chosen from U.S. exploration and production companies only. The Committee reviews and periodically adjusts the peer group to ensure that the selected peers are appropriate for comparative purposes.
Total Enterprise
FY 2025
Revenue (C$ billion)
Value(1)
(C$ billion) Dec 31, 2025
Production(2)
FY 2025 (MBOE/d)
Canadian Natural Resources Limited
$
39
$ 115
1,571
Canadian Peers
Cenovus Energy Inc.
$
50
$ 55
834
Enbridge Inc.
65
258
n/a
Suncor Energy Inc.
49
84
860
TC Energy Corporation
15
151
n/a
Average of Canadian Peers
$
45
$ 137
847
U.S. Peers
Apache Corp.
$
12
$ 19
464
Devon Energy Corporation
24
41
840
EOG Resources, Inc.
32
85
1,232
Ovintiv Inc.
12
22
615
Average of U.S. Peers
$
20
$ 42
788
Supplementary Financial Measure. Refer to the "Non-GAAP and Other Financial Measures" section of this Information Circular.
For the Corporation and Canadian peers, production is stated on a 'before royalties' basis. For U.S. peers, production is stated on an 'after royalties' basis.
Note: Source for information above is Bloomberg and public company reports. Amounts in Canadian dollars; with FY 2025 Revenue translated at 2025 average exchange rate and Total Enterprise Value translated at 2025 year end exchange rate.
The Corporation's peer group has evolved in recent years due to mergers and acquisitions activity in the oil and natural gas sector in Canada and the US, which has resulted in fewer peers for comparable benchmarking. In assessing appropriate peers, the Corporation considered the net revenue and enterprise value for 2025 of prospective peer companies as well as, where applicable, 2025 production. The Committee is working with management and Hugessen Consulting Inc. ("Hugessen") to determine whether changes to the peer group, if any, should be made.
COMPARATIVE ANNUAL NEO COMPENSATION
Given the emphasis the Corporation places on variable and at risk pay, being higher relative to its peers, the strong performance of the Corporation in respect of TSR over a 3 year period (see page 37) demonstrates that the Corporation achieves its compensation objectives while maintaining above average performance. The following demonstrates the relative annual NEO compensation for the Corporation and each of its peer companies in 2024, when considered as a percentage of each company's enterprise value and revenue (based on public disclosure from 2025).
When evaluating the performance of the Corporation in the context of comparative NEO compensation, the Committee considered the comparative performance of the Peer Group as comparable reference points. In particular, NEOs will see the correlation between the Corporation's actual performance over the preceding 3 year performance period and the ultimate amount received in respect of the PSUs previously granted.
Performance Graph
The following performance graph illustrates, over the five year period ended December 31, 2025, the cumulative return to shareholders of an investment in the Common Shares compared to the cumulative total shareholder return on the S&P/TSX Composite Index and the S&P/TSX Oil & Gas Exploration and Production Index, assuming the reinvestment of dividends, where applicable.
COMPENSATION PLAN DESIGN AND COMMITTEE CONSIDERATIONSDecember 31
2020
2021
2022
2023
2024
2025
Canadian Natural Resources Limited
$ 100
$ 183
$ 274
$ 330
$ 355
$ 392
S&P/TSX Composite Index
$ 100
$ 125
$ 118
$ 132
$ 160
$ 212
S&P/TSX Oil & Gas Exploration & Production Index
$ 100
$ 191
$ 294
$ 321
$ 359
$ 408
Note: Amounts rounded to the nearest dollar.
Executive compensation risk is mitigated by linking the STIP and PSUs to the Corporation's annual guidance, performance metrics, alignment to Shareholders through Common Share ownership that is reinforced by share ownership guidelines, claw-back and anti-hedging policies, succession planning as well as the Committee's use of its members' own experience and judgment.
-
Compensation Plan Design and Risk - The Committee assists the Board in monitoring the risks associated with the Corporation's compensation program and practices on an ongoing basis. The Committee, in reviewing the Corporation's compensation plan design, considers such risks before approving the program. Compensation practices do not vary between business units or executives, except for the level and mix of pay that is commensurate with the responsibilities of the position. The compensation plan design of the Corporation consists of:
a fixed annual base salary;
a cash bonus, with capped payout, based on the overall performance of the Corporation in meeting specific goals set by the Corporation and the Board;
a PSU Plan with a capped performance award multiplier that vests 3 years from the grant date; and
Common Share stock options which vest over five years with 20% vesting each year, and expiring prior to the maximum term of six years from the date of grant.
The Committee has concluded that the Corporation's compensation policies do not create an environment where an executive or any individual is encouraged to take excessive risk but rather encourages and rewards prudent business judgment and appropriate risk assessment over the short and long-term without creating an exposure that is reasonably likely to have a material adverse impact on the Corporation.
- Corporate Risk - The Board has overall responsibility for risk oversight with a focus on the most significant risk areas facing the Corporation, including strategic, financial, operational, environmental and reputational risks. The Board's risk oversight process builds upon Management's risk identification assessment and mitigation processes, which include reviews of long-term strategic and operational planning; executive development and evaluation; code of conduct compliance; legal and regulatory compliance; safety and environmental compliance; financial reporting and controllership; and information technology (including cybersecurity and data security). Management is responsible for the identification of key business risks, including emerging risks associated with new technology and risk areas (such as artificial intelligence) and the potential impact of those risks on the Corporation, providing for appropriate ongoing oversight of these risks throughout the Corporation and the effective enforcement of appropriate mitigation through policies and procedures, all of which is coordinated through the Corporation's Enterprise Risk Management framework. The Nominating, Governance and Risk Committee assists the Board by reviewing significant enterprise risk exposures not delegated to other Board committees and the steps Management has taken to monitor, mitigate, control and report such exposures.
Executive Compensation Recovery Policy - The Corporation has an Executive Compensation Recovery Policy that allows the Corporation to recover incentive-based compensation (including cash, common shares, PSUs and stock options) received by current and former executive officers based on financial statements that are subsequently restated. This policy complies with the NYSE Corporate Governance Listing Standards (Sections 303A.14 and 802.01F) and Rule 10D-1 of the US Securities Exchange Act of 1934, which were brought into effect in 2023. In addition, this policy also provides the Board with the discretion to reduce, reject or recover certain bonuses where the Board has determined that an executive officer has engaged in wrongdoing or material misconduct that harms or otherwise prejudices the Company, including its reputation. A copy of the Corporation's Executive Compensation Recovery Policy is included in this Information Circular as Schedule "C" and is filed on SEDAR+ at https://www.sedarplus.ca as part of this Information Circular. The Executive Compensation Recovery Policy is also filed on EDGAR at https://www.sec.gov and is available on the Corporation's website at https://www.cnrl.com.
- Anti-Hedging Policy - The Corporation's anti-hedging policy prohibits directors and officers of the Corporation from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Common Shares, including options, prepaid variable forward contracts, equity swaps, collars and units of exchange funds. The policy does not prohibit pledging securities as collateral for loans, nor does it prohibit holding the Corporation's securities in broker margin accounts. Directors and officers confirm, on an annual basis, that they have not entered into or purchased any such instruments.
-
Compensation Plan Design and Risk - The Committee assists the Board in monitoring the risks associated with the Corporation's compensation program and practices on an ongoing basis. The Committee, in reviewing the Corporation's compensation plan design, considers such risks before approving the program. Compensation practices do not vary between business units or executives, except for the level and mix of pay that is commensurate with the responsibilities of the position. The compensation plan design of the Corporation consists of:
Stock Ownership Guidelines and Common Shares Held by Named Executive Officers - The Board has adopted Common Share ownership guidelines for directors and officers of the Corporation. Non-management directors are required to acquire and hold, within five (5) years from the date of their appointment to the Board, Common Shares and/or DSUs having a minimum aggregate value equal to three times the annual retainer fee paid to directors in the year. Under the guidelines, an officer has three (3) years from their date of hire, appointment or promotion to their position to acquire and hold the required level of ownership. For officers, Common Share ownership includes Common Shares purchased and held within the Corporation's Stock Savings Plan ("Savings Plan") and any other personal holdings. With the adoption of PSUs for members of the Corporation's Management Committee (in lieu of a Common Share bonus program), the guideline includes the value of PSUs (determined using a performance multiple of 1.00x) in determining Common Share ownership, provided, however, that at least 50% of the threshold target value of equity ownership to be held by an individual must continue to be satisfied through the ownership of Common Shares. The guidelines require Common Share ownership for officers proportionate to the individual's compensation and position as follows:
The Executive Chair, the President, Chief Operating Officers, Chief Commercial and Corporate Development Officer and the Chief Financial Officer
4 times base salary
All Senior Vice-Presidents 2 times base salary
All other Officers 1 times base salary
The minimum ownership thresholds will fluctuate depending on fee or salary changes, as applicable, and the Common Share price. In order to avoid the need to continuously monitor and adjust holdings, the Corporation has adopted, and the Board has approved, guidelines that allow the value of an individual's equity holdings to satisfy the minimum Common Share ownership guidelines to be calculated based on the greater of: (i) the current market value of the Common Shares; (ii) the market value of the Common Shares as at December 31 of the immediately preceding year; or (iii) the acquisition cost of such Common Shares.
Once an individual meets the required threshold, further purchases of Common Shares are not required in the event that the value of the Common Shares held decreases solely by virtue of a decline in the market price of the Common Shares. Where the value of the Common Shares held by a director or officer decreases below the required ownership threshold for any other reason (i.e. salary increase or sale of Common Shares), the individual will be required to increase the value of their investment to the required threshold amount as soon as possible. Where an officer does not satisfy the required ownership threshold, that individual shall be obligated to take immediate steps to comply with the threshold requirement; which includes the use of cash bonus, vested PSU payouts and the Common Share election option to acquire a sufficient number of Common Shares to satisfy the threshold.
Officers are required to confirm annually their Common Share ownership position and that such position is their beneficial and legal ownership position and has not been hedged or otherwise sold. All officers are in compliance with the Common Share ownership policy and as of the date of this Information Circular, the NEOs substantially exceed the Common Share ownership requirement solely on the basis of their Common Share holdings, exclusive of PSUs. The table below shows the beneficial ownership position of Common Shares held directly and indirectly by the NEOs, the market value thereof, and their ownership level as a multiple of base salary, as of December 31, 2025. The table does not include the value of PSUs or stock options held by NEOs, which are detailed elsewhere in the Information Circular.
Name | Number of Common Shares Held | Value of Common Shares Held(1) | Ownership Requirements (multiple of base salary) | Value of Share Ownership Requirements To Be Met | Meets Share Ownership Requirements(2) | Ownership as a multiple of base salary(3) | |
N. Murray Edwards | 42,936,076 | $1,996,098,173 | 4 times | $ 3,651,600 | Yes | 2187 times | |
Scott G. Stauth | 371,548 $ | 17,273,267 | 4 times | $ 2,454,000 | Yes | 28.16 times | |
Robin S. Zabek | 81,493 $ | 3,788,610 | 4 times | $ 1,531,000 | Yes | 9.90 times | |
Jay E. Froc | 63,521 $ | 2,953,091 | 4 times | $ 1,531,000 | Yes | 7.72 times | |
Victor C. Darel | 37,306 $ | 1,734,356 | 4 times | $ 1,323,000 | Yes | 5.24 times | |
The closing price of the Common Shares on the TSX on December 31, 2025 was $46.49 and on March 18, 2026 was $67.49. All of the NEOs exceed the threshold requirements using either price.
Although NEOs are permitted to meet minimum share ownership requirements using up to 50% PSUs, all the NEOs exceed the minimum share ownership requirements on the basis of their Common Share holdings alone.
As Mr. N.M. Edwards' annual salary is $1, his mandatory, required holdings in 2025 were determined as four times his notional salary of $912,900. Details on Mr. Edwards notional salary are on page 30.
Succession Planning - The Corporation does not have a chief executive officer but has a Management Committee comprised of nineteen members of the management group including the Executive Chair, the President, the Chief Operating Officers, Chief Commercial and Corporate Development Officer and the Chief Financial Officer. The Management Committee structure is an effective leadership and accountability driven organizational structure and has kept pace with the expansion and increased complexity of the Corporation's operations. This management structure: (i) limits the ability of any one individual to unduly influence the direction of the Corporation as consensus of other members of the Management Committee must be achieved; (ii) enables the continuation of the strong leadership of the Corporation should any one member of the management team leave the Corporation; and (iii) enhances management development in learning key decision making strategy, skills and leadership and secures management succession.
The Corporation has developed a strong culture of promoting from within. As part of succession planning, management at least annually reviews each executive position and evaluates the qualifications and experience needed to succeed in that position. In addition, the competencies required for success in each position are identified and specifically addressed as part of succession planning. Each member of the Management Committee evaluates their direct reports and from that evaluation identifies up to 3 possible candidates for succession. Through the evaluation, the strengths of each candidate and required areas of development are identified and a development plan is created to ensure the candidate will be ready to succeed the incumbent. The approximate length of time required before the candidate is ready to assume the role is also a factor in the evaluation. Management presents a recommendation of the executive succession plans, including the detailed succession planning logs completed by management, to the Compensation Committee for its review, consideration and approval on an annual basis.
Retirement - The Corporation has implemented a matrix on what constitutes "Normal Retirement Age" to better reflect work force demographics. In the event an individual retires from their employment with the Corporation, the following matrix would be applied to the vested and unvested portions of any grants made to the individual in respect of the Corporation's PSU program and its Savings Plan.
In 2025, to improve the retention of senior employees, the Board of Directors approved an amendment to the Corporation's Amended, Compiled and Restated Stock Option Plan ("Stock Option Plan" or "SOP") to permit eligible employees who retire with at least 5 years' of service with the Corporation and are at least 65 years of age at the effective date of retirement to retain all unexercised and unvested stock options held under the SOP, which stock options continue to vest in accordance with their scheduled vesting dates.
Age at Retirement Entitlements under the PSU Program and Savings Plan
<60 years old Only entitled to vested amounts; no incremental entitlement to unvested amounts
60 years old and <5 years of service Entitled to vested amounts and 30% of any unvested amounts, as
they vest on their regular vesting date
60 years old and at least 5 years of service Entitled to vested amounts and 60% of any unvested amounts, as
they vest on their regular vesting date
For each year over 60 years old Entitled to the foregoing, as applicable, and to an additional 8% of any
unvested amounts as they vest on their regular vesting date for each year of age up to 65
In order to receive the post-retirement entitlements under the Corporation's PSU program and Savings Plan described above, an individual would be subject to a non-compete agreement that would remain in place until after the final vesting of any entitlements under the above matrix.
Independent Advice - The Committee has engaged the independent consulting firm Hugessen since 2013. Hugessen's mandate is to support the Committee, developing principles related to disclosure and Shareholder engagement, and to advise the Committee on the structure of the Corporation's executive compensation as well as management's compensation recommendations. In carrying out their mandate, Hugessen has had direct access to the Chair of the Committee, the other Committee members, and management, as required.
In 2025, Hugessen provided general advice regarding the compensation program and disclosure to Corporation and consulted with the Committee. The 2025 and 2024 fees paid by the Corporation for consulting services are set out in the table below.
2025
2024
Executive Compensation Related Fees
$ 73,444
$ 115,832
All Other Fees
-
-
Total Fees
$ 73,444
$ 115,832
Use Of Judgement - As the Corporation operates in a cyclical industry, at times it needs to adjust its short-term strategies to deal with rapid and unexpected changes. The Committee may apply internal expertise and judgment to assess the
performance of the Corporation and its executives in leveraging unexpected opportunities or mitigating unexpected risks while delivering on its goals.
EXECUTIVE COMPENSATION PAY STRUCTURE AND PLAN DESIGN
Named Executive Officers for 2025
The Corporation does not have a chief executive officer but has a Management Committee which, in 2025, included two members who were also directors of the Corporation: Mr. N.M. Edwards, the Executive Chair of the Corporation, and Mr. S.G. Stauth, the President of the Corporation. Directors who serve on the Management Committee do not receive fees related to serving as a director of the Corporation.
For the purposes of National Instrument 51-102 - Continuous Disclosure Obligations and the disclosure required thereunder, Mr. Stauth, President of the Corporation, has been designated by the Board to be the Chief Executive Officer. Accordingly, the Corporation has determined that its NEOs should include Mr. Edwards, Mr. Stauth, Mr. V.C. Darel, the Chief Financial Officer of the Corporation and the next two highest paid members of the corporate Management Committee, Mr. R.S. Zabek, Chief Operating Officer, E&P and Mr. J.E. Froc, Chief Operating Officer, Oil Sands. In addition, as Mr. Stainthorpe was Chief Financial Officer of the Corporation until April 29, 2025, he is also included as a NEO for 2025.
The compensation plan design for NEOs is based on the same performance measures, targets and weightings used for the corporate compensation program, which are summarized in the table in Section 2 below. A more detailed description of the targets, weighting and scores used to calculate bonus payments for NEOs and other officers and employees is set forth in the Corporation's scorecard on page 31.
Compensation Plan Design
Base Salary
Base salaries for the NEOs are below the median level for similar positions in crude oil and natural gas companies of comparable size. The Corporation reviews and the Committee approves the level of base salary for all employees and officers including the NEOs in the first quarter of each year making adjustments as necessary to reflect changes in competitive practices, market and overall economic conditions.
On March 12, 2026, the Committee approved an average base salary increase of 3% for all North American employees, including the NEOs, effective April, 2026 and an average base salary increase of 3% for all employees in its United Kingdom and Cote D'Ivoire locations effective April, 2026.
Annual Bonus ("STIP")
The Committee believes that incentive or "at risk" compensation motivates individual performance and aligns executive officer performance with the Corporation's objectives and shareholder interests. The cash bonus awarded is based on an individual's performance over the year in contributing to the Corporation meeting its annual operating plans and its operating, financial and environmental and safety goals, as evidenced by overall corporate performance. For the NEOs, individual performance and the resulting STIP awards are based on overall corporate performance. Canadian Natural measures corporate performance across four broad categories, each weighted as follows:
Performance Measure 2025 Metrics Included: Weighting
Financial
Balance sheet strength, net capital expenditures, ROE, ROACE, adjusted funds flow
25 %
Strategic
Allocation of cash flow, mid and long-term projects, dividends and share purchases
30 %
Operational
Production, operating costs
25 %
Safety, Asset Integrity and Environmental
Recordable injury frequency, lost time injury frequency, greenhouse gas emissions, absolute methane emissions, abandonments and
20 %
reclamations as well as pipeline leaks
Based on historical performance, in a typical year, Canadian Natural expects the operating range to be within plus or minus 20% of target, which would produce a STIP award and a PSU award between 50% and 150% of the targeted amount. Significant under or over performance may result in bonus and PSU awards that may range as low as 0% (for a corporate performance score below threshold) and as high as 200% of target (for a corporate performance score at or above maximum). This relationship is shown graphically below and demonstrates the impact of significant underperformance on the STIP payout multiple as well as the limitation on that multiple in the event of significant over performance.
The relationship between corporate performance and the STIP payout multiple establishes the link between NEO compensation and the overall performance of the Corporation, as measured against the established performance targets in that year, and serves to align NEO compensation with Shareholders interests. The actual amount of STIP paid to a NEO depends on their base salary, target incentive and the STIP performance multiplier that is determined by overall corporate performance. This is consistent with Canadian Natural's compensation approach - that performance-based equity awards should make up a significant portion of the NEOs' total compensation.
As an example, using the corporate performance assumptions in the following table, the graph above would indicate that a corporate performance rating of 106% of target would result in a bonus payout of 115% of target.
Component Performance
Component of performance measurement
Component
Weighting
Assumptions
(% of target)
Weighted
Performance
Financial
25.00%
130.00%
32.50%
Strategic
30.00%
100.00%
30.00%
Operational
25.00%
94.00%
23.50%
Safety, Asset Integrity and Environmental
20.00%
100.00%
20.00%
Total
100.00%
106.00%
In this example, a Senior Vice-President with a base salary of $400,000 and a target bonus of 70% of salary based on the STIP plan would receive a STIP payout determined as follows:
$400,000 × 70% × 115% = $322,000
Long-Term Incentive Plans
Performance Share Unit ("PSU") Plan
The PSU program provides a grant of PSUs based on the most recent year's corporate performance using the same corporate performance measures used in the STIP determination with the deferred vesting of such awards. As a result, the PSU Plan provides a link to short term performance, an alignment with long-term shareholder interests and enables the retention of Senior Management (defined below) without the dilutive aspects of issuing Common Shares from treasury or granting stock options. Because the grant of Common Shares or units is a function of a recipient's STIP award, the Corporation's performance has a magnified influence on the annual compensation awarded to Senior Management.
PSU awards are based on corporate performance. At or below the minimum level of corporate performance, no PSUs will be awarded. Above the maximum level of corporate performance, PSU awards are capped. PSU vesting for the Corporation's Management Committee (which includes the NEOs) (collectively, "Senior Management") is based on corporate performance over the subsequent three year period rather than solely through the passage of time. As a result, there is greater alignment with Shareholders as the benefit received is enhanced or diminished based on the Corporation's performance over that 3 year period. The table below summarizes the characteristics of the PSU Plan. Capitalized terms not otherwise defined have the meanings given to them in the Corporation's PSU Plan.
Who Participates Only officers who are members of Senior Management are eligible to receive PSUs.
Form of Award
For Senior Management, a cash award is converted into PSUs using the Fair Market Value of the Common Shares as at December 31 of the most recently completed financial year.
Target Award Amount
Performance Measures to Determine Award Size
For NEOs, the awards vary from 3.0 to 4.0 times the STIP award.
The size of the award varies depending upon the corporate performance for the most recent year as measured by the performance scorecard used to determine the STIP payout, establishing a direct link between Corporate performance and grant size. Awards may be nil when corporate performance in a given year is below a threshold level. Future realized values at the time of vesting will reflect the then current stock price and the reinvestment of amounts calculated as dividends and attributed to the PSUs over the vesting period.
Dividends
Performance Measures to Determine Vesting
For PSUs, amounts calculated as dividends payable on Common Shares are also attributed to the PSUs, which are then reinvested into additional PSUs. These additional PSUs vest on the same date as the underlying PSU grant to which the dividends are attributed.
PSUs will vest after three years based on a weighted average of the Corporation´s performance on its relative TSR over the three year period, which is compared against the entire corporate peer group.(1) If an individual leaves the employment of the Corporation for any reason other than retirement at Normal Retirement Age, the unvested PSUs are forfeited by the individual.
Payout(1)(2)
PSUs are paid out to Senior Management in cash. A multiplier of 0% to 200% will be applied to the value of the PSUs at the time of vesting based on the Corporation´s performance against the indicated measures over the three calendar years prior to the vest date. The value of the PSUs is determined by multiplying the number of PSUs vesting by the Fair Market Value as of the Valuation Date. The payout table is set out below.
Relative Performance Percentile
Payout Multiple
< 20%
0
20 - 39.9%
0.50x
40 - 49.9%
0.75x
50 - 59.9%
1.00x
60 - 79.9%
1.50x
80 - 100%
2.00x
For a discussion on the determination of the PSU payout multiplier, refer to page 37.
For a discussion on post-retirement entitlements under the PSU Plan, refer to page 24.
Stock Option Plan
The Committee believes that, to remain competitive in the crude oil and natural gas industry, it is important that the Corporation has a stock option plan available to maintain parity with compensation levels within the industry. The granting of reasonable levels of stock options is used as part of the overall compensation package and provides a long-term incentive for all employees and officers to ensure they are aligned with Shareholders and are striving to maximize Shareholder value. In 2025, to improve the retention of senior employees approaching the age of retirement, the Board of Directors approved an amendment to the Corporation's SOP to permit eligible employees who have at least 5 years' of service with the Corporation and reach 65 years of age to retain all unexercised stock options held under the SOP, which stock options continue to vest in accordance with their scheduled vesting dates. The Board believes that the revised policy of awarding stock options meets the Corporation's evolving business objectives. The maximum number of Common Shares issuable under the SOP is 7% of the Common Shares issued and outstanding from time to time (for more information on the SOP, see page 44). The table below summarizes the characteristics of the SOP:
Form of Award Option on Common Shares of the Corporation
Participants
Employees, officers and consultants of the Corporation. Directors are not eligible to receive stock options unless they provide ongoing day-to-day management services to the Corporation.
Exercise Price Exercise price cannot be lower than the closing market price on the last trading day preceding the date of grant. Annually at 20% per annum over five years (for options granted on the basis of prior year performance) or for options granted to new employees, vesting annually at 25% commencing two years after granting.
Vesting
Term Not exceeding 6 years.
The option plan facilitates holders of stock options to receive on exercise of the stock options one Common Share for each stock option exercised. The holder of stock options may elect to receive a cash payment of the
Payout
Termination
Retirement
difference between the closing market price of the Common Shares on the TSX on the last trading day
preceding the date of exercise and the exercise price of the options in lieu of Common Shares. This reduces the amount of dilution in the Corporation as no additional Common Shares are issued if the cash election is made by the option holder. The Corporation reports as an expense the cost associated with granting stock options.
For all employees including NEOs, unvested stock options are forfeited at the date of resignation or termination without cause, or termination with cause. Upon death, unvested options are cancelled, subject to the Compensation Committee´s direction to accelerate vesting. Vested options outstanding as at resignation, retirement (subject to certain instances described below under "Retirement"), termination with or without cause must be exercised within 30 days from effective date or notice date. Vested options outstanding as at date of death must be exercised within three to twelve months from date of death. In the event of a change of control, if a NEO is terminated without cause as a result of the change of control event or within 24 months thereof, any unvested options would vest and be exercised within 30 days of such termination.
Individuals under the age of 65 at the effective date of retirement forfeit any unvested stock options and vested stock options outstanding must be exercised within 30 days of the effective date of retirement. Eligible employees who have at least 5 years' of service with the Corporation and are at least 65 years of age at the effective date of retirement retain all unexercised stock options held under the SOP, which stock options continue to vest in accordance with their scheduled vesting dates.
All options vest on the day immediately preceding a Change of Control and remain exercisable for a period of 90 days following the Change of Control.
Change of Control
No one person can hold stock options pursuant to the SOP of more than 5% of the outstanding Common
Restrictions
Shares nor is it possible for directors and officers, as a group to hold options amounting to 10% of the
outstanding Common Shares. The aggregate number of Common Shares issued to insiders on the exercise of options in any one year cannot exceed 10% of the issued and outstanding Common Shares.
Re-Pricing Policy The Corporation has a policy not to re-price stock options.
In determining the number of stock options to be awarded, the Committee considers the grant date value determined by the Black-Scholes-Merton methodology (value reported in the Option-based Awards column of the Summary Compensation Table), published peer group data, corporate performance, individual performance, and other applicable factors. To assist in determining reasonable levels of stock options awarded to the NEOs, the Corporation uses published data of the peer companies as a guideline. In the aggregate, the number of options granted to the NEOs in 2025 represents 9.3% of all the options awarded to the Corporation's employees in 2025.
Stock Savings Plan
The Corporation has established a Savings Plan for all permanent employees. Under the Savings Plan, employees may elect to contribute up to 10% of their annual salary and the Corporation contributes one and one-half times the contribution of the employee. Provided the employee does not leave the employment of the Corporation for any reason prior to the vesting dates, the Corporation's portion of the contributions vests as follows:
For employees with less than five years of continuous participation in the Savings Plan, over a two-year period.
For employees who have five years of continuous participation in the Savings Plan, on January 1 of each year.
Upon retirement, if Normal Retirement Age (as defined on page 24) is reached.
The Savings Plan provides additional Common Share ownership in the Corporation by its executive officers and employees. The Common Shares are purchased on the TSX.
DETERMINING COMPENSATION
Compensation levels of the Corporation's employees and executive officers are reviewed annually by the Committee following performance reviews. The Committee continually considers the relative merits of the Corporation's compensation practices. The approach provides the necessary flexibility to appropriately incentivize the Management team in managing the business of the Corporation through the cyclical nature of the crude oil and natural gas industry, yet, bases a part of their "at risk" bonus payments on meeting specified established targets relating to financial results, strategic development of long life low decline assets, operations (production volumes and cost) and, safety, asset integrity and environmental risk management performance. This methodology is evaluated annually to ensure executive compensation is linked with the performance of the Corporation.
In arriving at the compensation levels paid by the Corporation to its executive officers, the Committee takes into account a number of factors including the expertise and experience of the individual, the overall performance of the Corporation, and, an evaluation of peer-company market data and performance. In addition, the Committee also periodically discusses with Hugessen, the external independent compensation consultants to the Committee, a review of:
processes used to develop executive compensation industry surveys to yield meaningful analysis of compensation practices;
compensation trends within the Corporation's geographic area;
common practices used by companies to compensate employees;
other trends in compensation practices for incentivizing and compensating employees; and
other emerging corporate governance practices in executive compensation.
DECISION MAKING PROCESS
-
↓
↓
-
-
Compensation Committee makes final compensation decision.
Compensation Committee reviews compensation data, performance metrics and weightings, results obtained and considers Management's recommendations.
Management makes recommendations to the Compensation Committee.
Compensation Committee consults with Hugessen Consulting.
Management analyzes the information.
Management receives input from compensation survey data, peer group data, proxy circular information.
-1. Analysis -2. Recommendation -3. Approval
2025 COMPENSATION DECISIONS
Mr. N.M. Edwards, the Executive Chair, is a director and a member of the corporate Management Committee and a significant shareholder of the Corporation. He is paid an annual cash salary of $1 (one dollar) by the Corporation and does not participate in the Savings Plan. However, he is compensated relative to other Named Executive Officers with compensation comprised of bonus, PSUs and stock options, all of which are based upon the performance of the Corporation. In order to eliminate the undue influence an individual's variability in term, experience and compensation as President might have on Mr. Edwards' compensation, the Committee utilizes a notional base salary for the role of President in the calculation of Mr. Edwards' bonus, PSUs and stock options while maintaining the functional relationship between the two positions. While the Committee utilized a notional base salary for the role of President of $856,400 in 2024, the Committee used a base salary of $912,900 for Mr. Edwards in 2025 to reflect the base salary increase awarded to the NEOs during the year.
The Corporation showed strong performance in 2025. Overall performance relative to 2024 was down slightly. However, the potential future pay level for NEOs increased by 12.9%, partially due to the change in the Black-Scholes value which impacts the associated stock option valuations at the March 12, 2026 grant date, and increases for certain NEOs (Mr. S.G. Stauth and Mr. V.C. Darel) as they progress in their roles. If Mr. Stainthorpe is included in the NEO pay level calculation, NEO pay level will show a 9.8% increase from 2024 to 2025 as certain adjustments were made to Mr. Stainthorpe's compensation to reflect his transition from CFO to Executive Advisor in April 2025 and his subsequent retirement in June 2025.
2025 Target Pay Levels and Mix
The following table shows the target pay levels and compensation mix for the NEOs based on the incentive plan designs described above.
Executive | President | COO, | |||
Chairman, | and CEO, | COO, E&P | Oil Sands | CFO, | |
N.M.Edwards(2) | S.G. Stauth | R.S. Zabek | J.E. Froc | V.C. Darel(3) | |
Annual Base salary (1) $ 1 | $ 613,500 | $ 382,746 | $ 382,746 | $ 330,734 | |
Target STIP Cash Bonus (% of based salary) - % | 120% | 70% | 70% | 70% | |
Target STIP Cash Bonus | $ 1,478,898 $ | 736,200 | $ 267,922 | $ 267,922 | $ 231,514 |
Target Total Cash Compensation | $ 1,478,899 $ | 1,349,700 | $ 650,668 | $ 650,668 | $ 562,248 |
Performance Share Unit (% of bonus) | 400% | 333% | 300% | 300% | 300% |
Option-based LTIP (% of salary) | - % | 525% | 300% | 300% | 300% |
Target Total Direct Compensation | $ 13,864,670 $ | 7,022,121 | $ 2,602,672 | $ 2,602,672 | $ 2,248,992 |
These amounts reflect actual 2025 base salary as at December 31, 2025.
Executive Chair STIP cash bonus and stock option based LTIP awards are based upon 135% of the STIP cash bonus and option based LTIP awards calculated on the basis of a notional base salary of $912,900 for the President´s role. See above for more information.
Mr. V.C. Darel was promoted to Chief Financial Officer on April 30, 2025, replacing Mr. M.A. Stainthorpe, who retired in June 2025.
2025 Performance Scorecard
The Corporation established its 2025 performance targets as part of its 2025 budget, which was released on January 9, 2025. The resulting performance measures are assigned weightings as indicated in the scorecard below and the resultant overall score is utilized by the Compensation Committee to determine the performance bonus for the NEOs, and the other members of the Corporation's Management Committee as well as the Corporation's employees generally.
The following table shows the 2025 actuals and compares those to both the 2025 targets and 2024 actual results to assess performance.
Target and Weighting | Performance Metrics | 2024 Actual(1) | 2025 Budget(2) | 2025 Result(1) | Assessment of Performance | Performance Bonus Allocation |
Financial (25%) | Balance Sheet strength: - Debt to Book Capitalization (1)(3) | 19.8% | 29.1% | 28.6% | Performed | |
- Debt/adjusted EBITDA (1)(4) | 0.6x | 0.9x | 1.2x | Underperformed | ||
Capital Expenditures ($MM) (1)(5) | $5,858 | $6,170 - $6,850 | $6,354 | Performed | ||
After Tax Returns: | 18.75% | |||||
- on avg. common shareholders' equity (1)(4) | 15.3% | Meets 15% target | 16.7% | Outperformed | ||
- on average capital employed (1)(6) | 13.0% | Meets 15% target | 12.7% | Underperformed | ||
Adjusted funds flow (1)(7) ($MM) | $14,399 | $15,108 - $15,904 | $15,399 | Performed | ||
- per common share (1)(6) | $6.78 | $7.15 - $7.52 | $7.36 | Performed | ||
Strategic Capital Allocation (30%) | Opportunistic Acquisition/(Disposition) & Pathways Leadership Returns to Shareholders | Chevron Acquisition & Pathways Leadership | Execute | Palliser Block and Grande Prairie Acquisitions, AOSP asset swap & Pathways Leadership | Outperformed | 55.00% |
- Dividends ($MM) | $4,429 | Execute | $4,871 | Performed | ||
- Dividends per common share (8) | $2.1375 | Execute | $2.35 | Performed | ||
- Common Share Purchases ($MM) | $2,660 | Execute | $1,449 | Performed | ||
Operations (25%) | Total BOE Production (MBOE/d) (1) Total BOE Operating Cost ($/BOE) (1)(9) | 1,353 $13.34 | 1,502 - 1,551 $12.01 - $14.68 | 1,551 $12.78 | Outperformed Performed | 36.50% |
Safety, Asset | Recordable Injury Frequency | 0.12 | Match or improve | 0.08 | Outperformed | |
over prior period Match or improve over prior period | 0.012 | Underperformed | ||||
Integrity and Environmental (20%) | (per 200,000 hours worked) Total LTI frequency (per 200,000 hours worked) | 0.006 | ||||
GHG emissions intensity (tonnes/BOE) Absolute Methane Emissions (10) (MTCO2e) | 0.041 1.70 | Match or improve over prior period Match or improve over prior period | 0.038 1.33 | Performed Outperformed | 27.00% | |
Number of wells abandoned | 1,948 | 2,200 - 2,600 | 2,753 | Outperformed | ||
Number of Reclamation Certificates submitted | 1,307 | 1,000 - 1,300 | 1,374 | Outperformed | ||
Pipeline Leaks (11) (number of leaks /1,000KM of pipeline) | 0.92 | 0.83 - 1.01 | 0.84 | Performed | ||
100% Total Corporate Performance Score | 137.25% | |||||
Excludes impacts from acquisitions.
The targets established for 2025 reflected the budget announcement on January 9, 2025 and the then current market conditions.
Capital Management Measure. Refer to Note 15 to the Corporation's 2025 audited consolidated financial statements, dated March 4, 2026.
Non-GAAP Financial Ratio. Refer to the 'Non-GAAP and Other Financial Measures' section of this Information Circular.
2024 Net Capital Expenditures plus abandonment expenditures of $646 million, less net property acquisitions of $9,145 million, midstream and refining costs of $11 million, head office costs and other of $41 million and Carbon Capture and other of $22 million. 2025 Net Capital Expenditures plus abandonment expenditures of $771 million, less net property acquisitions of $910 million (includes development capital on Grande Prairie acquisition), midstream and refining costs of $8 million, head office costs and other of $55 million and Carbon Capture and other of $23 million (refer to the 'Non-GAAP and Other Financial Measures' section of the Corporation's MD&A, dated March 4, 2026), (See the Net Capital Expenditures table in the Corporation's MD&A, dated March 4, 2026 for details).
Non-GAAP Financial Ratio. Refer to the 'Non-GAAP and Other Financial Measures' section of the Corporation's MD&A, dated March 4, 2026.
Non-GAAP Financial Measure. 2024 adjusted funds flow excludes $460 million related to acquisition activities. 2025 adjusted funds flow excludes $61 million related to acquisition activities. Refer to the 'Non-GAAP and Other Financial Measures' section of the Corporation's MD&A, dated March 4, 2026.
Dividends declared.
Total BOE operating costs exclude energy costs in order to reduce the impacts of abnormally high or low energy input costs on assessed performance. Calculated as production expense divided by respective sales volumes. Natural gas and natural gas liquids production volumes approximate sales volumes.
Absolute methane emissions reflect North America Exploration and Production only.
Targeted range reflects +/- 10% of the prior period metric.
Note: A barrel of oil equivalent ("BOE") is derived by converting six thousand cubic feet of natural gas to one barrel of crude oil (6 Mcf:1bbl). This conversion may be misleading, particularly if used in isolation, since the 6 Mcf:1bbl ratio is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In comparing the value ratio using current crude oil prices relative to natural gas prices, the 6 Mcf:1bbl conversion ratio may be misleading as an indication of value.
Key 2025 Corporate ResultsAs shown in the Corporate Performance Scorecard, Canadian Natural exhibited strong performance in 2025 as a result of successful execution on the Corporation's capital allocation strategy and continued focus on safe, effective and efficient operations, maximizing value for its Shareholders. Through its culture of continuous improvement, Canadian Natural's scorecard produced a score of 137.25% of target in 2025.
In 2025, the Corporation achieved record production, generated strong adjusted funds flow, provided significant returns to Shareholders, executed on opportunistic acquisitions, strategically developed its assets and provided strong leadership to the Oil Sands Alliance. The Corporation remained focused on its strong safety culture and performing as expected on its Safety, Asset Integrity and Environmental metrics.
The key results in 2025, excluding the impacts from acquisitions include:
Continued to strengthen the Corporation's balance sheet having performed on its Debt to Book Capitalization ratio of 28.6%, however underperforming on Debt/adjusted EBITDA of 1.2x.
Generated strong returns on average common shareholders' equity of 16.7%.
Maintained financial discipline, delivering net capital expenditures of approximately $5.6 billion and abandonment expenditures of approximately $0.8 billion.
Directly returned approximately $6.3 billion to Shareholders in 2025, comprised of approximately $4.9 billion in dividends and approximately $1.4 billion in share repurchases. The Corporation increased its quarterly dividend in 2025, having declared dividends of $2.35 per Common Share in the year.
Delivered strong operational performance, achieving record annual average production of approximately 1,551 MBOE/d, excluding acquisitions, through organic growth and strategic development of our unique, diverse asset base.
With continued focus on safety as a core value, the Corporation outperformed on its target for recordable injuries, however underperformed on its loss time incidents.
As part of its commitment to environmental stewardship, the Corporation abandoned 2,753 wells in western Canada in 2025 and submitted 1,374 reclamation certificate applications, both outperforming its targets.
As set out above, in 2025, the Corporation outperformed the targeted corporate performance range, highlighting the 2025 performance results reflected in the Performance Scorecard. As reflected by the Performance Scorecard results, the Committee was of the view that the Corporation's performance was strong as Management continued to adapt and guide the Corporation throughout the year. NEO Compensation in 2025 reflects this performance. The following graph shows the relationship between the Corporate Performance Score of 137.25% and the actual STIP multiplier of 193.00% for 2025 relative to 2023 and 2024 performance metrics. As the Corporate Performance Score changes with the Corporation's performance in a given year, the corresponding bonus multiplier increases or decreases accordingly. This functional relationship establishes the link between Corporate performance and NEO compensation and, given that the STIP and PSU comprise significant components of NEO compensation (see page 35), the interests of the Shareholders in having the Corporation achieve or exceed its Corporate performance targets align with the compensation received by the NEOs.
Based on the foregoing, calculated STIP target awards for each of the NEOs are shown in the following table. The Committee relied upon the results of the Performance Scorecard for the compensation paid to Messrs. Edwards and Stauth. The strong performance by NEOs during the management transition that occurred in 2024 and 2025 was a key factor in the Corporation achieving strong operating results and record production in 2025. The adjustments to stock option bonuses are shown in the table under the heading "2025 Actual Pay Levels and Mix" on page 35.
Name Base Salary(1)
Target Incentive
(% of base salary)
STIP
Performance Multiplier (% of target)
Calculated 2025 STIP Cash Bonus
Award
N. Murray Edwards | $ | 1 | -(2) | 193% | $ 2,854,273 |
Scott G. Stauth | $ 613,500 | 120% | 193% | $ 1,420,866 | |
Robin S. Zabek | $ 382,746 | 70% | 193% | $ 517,100 | |
Jay E. Froc | $ 382,746 | 70% | 193% | $ 517,100 | |
Victor C. Darel | $ 330,734 | 70% | 193% | $ 446,800 | |
Base salary reflects the actual base salary earned by each of the NEOs in 2025.
Mr. N.M. Edwards' STIP cash bonus is equal to 135% of the STIP cash bonus calculated based upon a notional base salary of $912,900 for the President's role and a target incentive of 120% of the notional base salary for the President's role. See page 30 for more information.
2025 Performance Share Unit ("PSU") Award
Corporate performance results in a calculated STIP award of 193% of target awards which, in turn, forms the basis for the calculated PSU awards to the NEOs, as shown in the following table. The Committee did not deviate from the PSU multiple applied to the actual STIP awards under the PSU Plan for any of the NEOs. Refer to the table under the heading "2025 Actual Pay Levels and Mix" on page 35 for additional details.
Target STIP Cash Bonus
STIP
Performance
PSU as a Multiple of
Calculated
Name | Base Salary(1) | (% of base salary) | Multiplier (% of target) | STIP Cash Bonus | 2025 PSU Award | |
N. Murray Edwards | $ | 1 | -(2) | 193% | 4.00x $ | 11,417,093 |
Scott G. Stauth | $ 613,500 | 120% | 193% | 3.33x $ 4,731,484 | ||
Robin S. Zabek | $ 382,746 | 70% | 193% | 3.00x $ 1,551,300 | ||
Jay E. Froc | $ 382,746 | 70% | 193% | 3.00x $ 1,551,300 | ||
Victor C. Darel | $ 330,734 | 70% | 193% | 3.00x $ 1,340,400 | ||
Base salary reflects the actual 2025 base salary earned by the NEOs in 2025.
Mr. N.M. Edwards' STIP cash bonus is equal to 135% of the STIP cash bonus calculated based upon the notional base salary of $912,900 for the President's role. See page 30 for more information.
2025 Stock Option Award and 2025 LTIP Share Election
Canadian Natural develops the stock option grant levels from the peer group data, the target pay position, the pay mix and 2025 corporate performance, as well as the number of options granted in prior years.
Option valuation and grant calculations
Canadian Natural estimated the value of stock options during 2023 - 2025 using the Black-Scholes-Merton model.
Year
Stock Price(1)
Option Value(1)
Expected
Life (years)
Dividend
Yield
Forfeiture
Rate
Volatility
Risk Free
Rate
2025
$ 64.18
$ 10.69
3.9
3.9%
5.0%
26.9%
2.9%
$ 50.23
$ 7.58
3.9
4.7%
5.0%
27.1%
2.7%
2024
$ 42.02
$ 5.89
4.1
5.6%
5.3%
27.7%
2.6%
$ 44.26
$ 6.78
4.1
5.1%
5.3%
28.0%
2.8%
2023
$ 48.53
$ 9.84
4.2
4.3%
5.2%
31.7%
3.6%
$ 42.67
$ 8.16
4.2
4.8%
5.2%
31.7%
3.6%
Stock Price and Option Value for 2023 has been updated to reflect the two for one Common Share split. Further details are disclosed in the Advisory section of the Corporation's 2025 MD&A and in Note 1 of the Corporation's 2025 audited consolidated financial statements dated March 4, 2026.
The Corporation has an election process whereby 100% of the stock option awards are allotted to a NEO, with 50% of that allotment granted at that time. The NEO can elect to receive the remaining 50% of the allotment as either stock options or Common Shares. If the NEO elects to receive Common Shares in lieu of the remaining options, such options would not be granted. The number of Common Shares a NEO would receive in lieu of the options is determined by multiplying a discounted Black-Scholes-Merton value for the stock option by the number of stock options allotted (not granted) to the NEO. The resulting total is then used to buy Common Shares on the TSX, which results in the Common Share election having an anti-dilutive effect on the outstanding Common Shares. The Common Shares purchased are not immediately available to the NEO but, rather, vest equally to the NEO over three years every November provided that the NEO is employed by the Corporation at time of vesting or has retired at the Normal Retirement Age.
The table below shows the target and actual value of the stock options and, as applicable, the resulting Common Share election for each of the NEOs in 2025.
Actual Award | |||||||||||||
Elected | Number | ||||||||||||
to be Taken in | Total Actual | of | |||||||||||
Target 2025 | Common | Aggregate | Common | ||||||||||
Stock | Actual | Shares | Stock | 2025 | Shares | ||||||||
Target | Option/ | Allocated | (see 2025 | Option/ | Number | Elected | |||||||
Incentive | Share | Option | LTIP Share | Share | of | to | |||||||
Base | (% of base | Election | Award | Election | Election | Stock | Receive | ||||||
Name | Salary | salary) | Award Value | Value(2) | Above) | Award Value | Options | in 2025(3) | |||||
N. Murray Edwards | $ | 1 | -(1) | $ | 6,470,179 | $ | 6,394,500 | $ | - | $ | 6,394,500 | 700,000 | N/A |
Scott G. Stauth | 613,500 | 525 % | 3,220,875 | 1,895,000 | 625,000 | 2,520,000 | 250,000 | - | |||||
Robin S. Zabek | 382,746 | 300 % | 1,148,238 | 871,700 | 287,500 | 1,159,200 | 115,000 | - | |||||
Jay E. Froc | 382,746 | 300 % | 1,148,238 | 2,101,050 | - | 2,101,050 | 230,000 | N/A | |||||
Victor C. Darel | 330,734 | 300 % | 992,202 | 2,101,050 | - | 2,101,050 | 230,000 | N/A | |||||
Mr. N.M. Edwards' Target Stock Option Award is equal to 135% of the Target Stock Option Award calculated based upon a notional base salary of $912,900 and a target incentive of 120% of base salary for the President's role. See page 30 for more information.
The actual allocated option award value is determined using the Black-Scholes-Merton methodology (refer to the table above on page 34) and the number of options elected to be received by a NEO under the Corporation's stock option election program.
The Common Shares to be purchased for the 2025 Common Share election had not been purchased as of March 18, 2026.
2025 Actual Pay Levels and Mix
The following table shows the actual pay levels for the NEOs based on the 2025 performance incentive plan designs and the Common Share election described above.
Executive | President | COO, | COO, | ||
Chairman | and CEO | E&P | Oil Sands | CFO, | |
N.M. Edwards | S.G.Stauth | R.S. Zabek | J.E. Froc | V.C. Darel | |
Base salary (1) | $ 1 | $ 613,500 | $ 382,746 | $ 382,746 | $ 330,734 |
STIP Cash Bonus (% of salary) | 313%(2) | 232% | 135% | 135% | 135% |
STIP Cash Bonus ($) | $ 2,854,273 | $ 1,420,866 | $ 517,100 | $ 517,100 | $ 446,800 |
Total Cash Compensation | $ 2,854,274 | $ 2,034,366 | $ 899,846 | $ 899,846 | $ 777,534 |
Performance Share Unit | |||||
(% of bonus) | 400% | 333% | 300% | 300% | 300% |
Performance Share Units ($) | $ 11,417,093 | $ 4,731,484 | $ 1,551,300 | $ 1,551,300 | $ 1,340,400 |
Option/Election-based LTIP | |||||
(% of salary) | -(2) | 411% | 303% | 549% | 635% |
Option/Election-based LTIP ($) | $ 6,394,500 | $ 2,520,000 | $ 1,159,200 | $ 2,101,050 | $ 2,101,050 |
Total Direct Compensation | $ 20,665,867 | $ 9,285,850 | $ 3,610,346 | $ 4,552,196 | $ 4,218,984 |
All other compensation | $ - | $ 106,568 | $ 69,588 | $ 69,588 | $ 61,024 |
Total Compensation | $ 20,665,867 | $ 9,392,418 | $ 3,679,934 | $ 4,621,784 | $ 4,280,008 |
Base salary reflects the actual 2025 base salary for each of the NEOs as at December 31, 2025.
Mr. N.M. Edwards' STIP cash bonus is equal to 135% of the STIP cash bonus calculated based upon a notional base salary of $912,900 and a target incentive of 120% of base salary for the President's role. Mr. Edwards' Option/Election LTIP award is also calculated based upon the notional base salary for the President's role. See page 30 for more information.
The table below illustrates the actual total direct compensation pay mix (as a percentage of Total Direct Compensation ("TDC")) among the NEOs for 2025.
Executive
President
COO,
Chairman
and CEO
COO, E&P
Oil Sands
CFO,
N.M. Edwards
S.G. Stauth
R.S. Zabek
J.E. Froc
V.C. Darel
Base salary
-%
7%
11%
9%
8%
STIP Cash Bonus
14%
15%
14%
11%
11%
Performance Share Unit
55%
51%
43%
34%
32%
Option-based LTIP
31%
27%
32%
46%
49%
Link between 2025 Corporate Performance and 2025 Named Executive Officer Compensation
In 2025, Canadian Natural performed at a level that produced an aggregate corporate performance score of 137.25% of target based on the Committee's assessment of corporate performance. This performance score results in a payout of 193.0% of target for the STIP and PSU. The score reflects strong fiscal and operational performance and record production through continued focus on effective and efficient operations and strategic execution, while maintaining our core values for safety, asset integrity and the environment. In 2025, NEO Compensation represented 0.03% of the Corporation's enterprise value and 0.09% of its net revenue. Furthermore, as noted above, the TDC for NEOs is significantly weighted towards equity derived compensation, linking executive compensation to Shareholder value.
Despite the strong corporate performance on production and operations and accretive gains from acquisitions in 2025, the Corporation's performance was slightly lower as compared to 2024, primarily due to exceeding the capital budget due to acquisitions, and minor adjustments to the performance scorecard attributed to underperformance on the loss time incidents metric.
The Compensation Committee awarded Mr. S.G. Stauth, a cash bonus of $1,420,866 and a PSU award of $4,731,484 recognizing the strong operating results and record production he delivered in the President's role in 2025. Altogether, the President's base salary, bonus, PSU and stock option award and all other compensation, results in total compensation for the President of $9,392,418, a 1.6% increase from compensation from the prior year. Canadian Natural believes Mr. Stauth's compensation is comparable among Canada's larger exploration and production companies for the President role and reflects the strong corporate performance demonstrated in 2025.
Alignment of Corporate Performance and President's Compensation Over Time
Compensation at Canadian Natural is structured to encourage Common Share ownership and an alignment to the long-term interests of Shareholders. The table below shows the alignment of corporate performance with the President's compensation over time and also shows:
the value of awarded compensation (i.e., base salary, STIP awards, PSUs that have vested and paid out, and exercised option gains); and
realizable compensation (i.e., the in-the-money value of vested and unvested PSUs and stock options that have not yet been paid out or exercised).
The table also compares:
the grant date value of total direct compensation awarded to the President relative to the indicative market value of his compensation commencing in 2020; and
the value of $100 compensation awarded in relation to the indicative market value of $100 invested in the Common Share at the beginning of the periods indicated.
The table reaffirms the alignment between the design of the incentive programs and Canadian Natural's relative TSR.
Indicative Market Value of
Total Direct Compensation
Total Direct Compensation
Value of $100
Year
Awarded(1)
at Dec 31, 2025
Period
President's Pay(2)
Shareholder(3)
2020
$ 7,672,470
$ 43,140,820
12/31/2020 to 12/31/2025
$ 562
$ 392
2021
9,353,057
16,500,481
12/31/2021 to 12/31/2025
176
214
2022
8,919,246
9,933,459
12/31/2022 to 12/31/2025
111
143
2023
7,087,493
8,185,989
12/31/2023 to 12/31/2025
115
119
2024
9,155,200
7,798,824
12/31/2024 to 12/31/2025
85
110
Includes base salary, STIP, and grant date value of PSUs and stock options awarded at year end based on performance during the year.
Represents the actual value for each $100 awarded to Mr. T.S. McKay for 2020-2023 and Mr. S.G. Stauth for 2024.
Represents the cumulative value of a $100 investment in Common Shares made on the first trading day of the period indicated, assuming dividend reinvestment.
The chart below outlines the President's awarded compensation level and the Corporation's total shareholder return between 2021 and 2025. In general, changes in the pay levels are consistent with changes in annual TSR of the Corporation. The variation in 2023 is due to adjustments in total compensation consistent with the former President's (Mr. T.S. McKay) transition to retirement in 2024. The 2024 and 2025 data represents total compensation for Mr. Stauth who assumed the role of President in February 2024. This trend is consistent with our compensation philosophy - that pay and performance should be closely linked.
Upon review of the Corporation's 2023-2025 performance vs the broader energy peers, the Committee determined that the Corporation's TSR relative to the 8 peers was reflective of the Corporation's performance. In 2026, the Committee intends to reassess the peer group composition and PSU payout mechanism to ensure continued alignment of pay and performance.
The PSUs awarded to Senior Management in 2023 vest in April 2026 based upon the payout mechanism described above. The Corporation´s three-year relative performance against its Peer Group measured at the 69th percentile in respect of 3-year TSR based on outperforming 5 of 8 companies in the Peer Group with a three-year TSR of 43%.
Total Shareholder Return
3 Year TSR (C$)(1)
Canadian Natural Resources Limited | 43% |
Peer Group (2) Peer 1 | 85% |
Peer 2 | 62% |
Peer 3 | 51% |
Peer 4 | (3%) |
Peer 5 | (8%) |
Peer 6 | (15%) |
Peer 7 | (32%) |
Peer 8 | (41%) |
Peer Summary Statistics | |
P75 | 54% |
Median | (6%) |
P25 | (19%) |
S&P TSX Oil and Gas Exploration & Production Index (3) | 39% |
Source: Bloomberg, for three year period ending December 31, 2025.
Peer Group includes Apache Corp., Cenovus Energy Inc., Devon Energy Corporation, Enbridge Inc., EOG Resources Inc., Ovintiv Inc., Suncor Energy Inc., and TC Energy Corporation.
Shown for context only.
Note: Peer Group data in table sorted descending on 3 year TSR.
The PSUs awarded to Senior Management in 2023 vest in April 2026 based upon the payout mechanism described above. The Corporation's three year relative performance against its Peer Group measured in the 69th percentile in respect of 3 year TSR.
Based upon the performance achieved by the Corporation over the three year period 2023 - 2025 inclusive, the payout multiple to be applied in respect of this vesting is 1.5x.
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CNRL - Canadian Natural Resources Ltd. published this content on March 27, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 27, 2026 at 20:51 UTC.
