ARX:

ARC Resources Ltd. Announces Change To Virtual Annual Meeting Of Shareholders

CALGARY, April 15, 2020 /CNW/ - (ARX - TSX) ARC Resources Ltd. ("ARC" or the "Company") announced today that it has changed the format of its upcoming annual meeting of shareholders to be held on Thursday, May 7, 2020 at 3:00 p.m. (Calgary time) to a virtual-only meeting. Shareholders may attend and participate in the meeting online via live audio webcast, but will not be permitted to attend the meeting in person.

Due to restrictions on mass gatherings implemented by the Government of Alberta in response to the COVID-19 pandemic, the move to a virtual-only meeting reflects ARC's commitment to protecting the health and safety of its shareholders, directors, employees, and other stakeholders.

Only shareholders as of the record date of March 16, 2020 or their duly appointed proxyholders may vote at the meeting. Shareholders that wish to attend and vote at the meeting should follow the instructions in the section entitled, "Detailed Logistics" within this news release, which contain additional details explaining how shareholders or their proxyholders will be able to attend, communicate, and vote at the meeting.

Your vote is important. Shareholders that do not wish to attend and vote at the meeting are encouraged to vote their shares prior to the meeting and are reminded that their completed forms of proxy or voting instructions, as well as votes by internet and telephone, must be received by not less than 48 hours (excluding weekends and holidays) before the time set for the holding of the meeting or any adjournment of the meeting, or for non-registered (beneficial) shareholders, such earlier time as required by their intermediaries. Please read the Company's proxy materials for further details on how to vote in advance of the meeting.

Detailed Logistics

ARC's proxy materials were delivered to its registered shareholders by mail and to its non-registered (beneficial) shareholders by notice and access. They are also available on SEDAR at www.sedar.com and have been posted on the Company's website at www.arcresources.com/investors/shareholder-information/shareholder-meeting. The timing and process for voting by proxy remains as described in the proxy materials, and shareholders may still vote in advance of the meeting by submitting their proxy form or voting information form as described in the proxy materials. The proxy materials will not be updated to reflect the change to a virtual-only meeting format.

Who Can Attend the Meeting

Registered shareholders who have not appointed a proxyholder and duly appointed proxyholders of registered and non-registered (beneficial) shareholders will be able to attend the meeting, ask questions, and vote securely in real time, provided they follow the instructions below and are connected to the internet. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests, but will not be able to ask questions or vote at the meeting. This is because the Company and its transfer agent do not have record of non-registered shareholders and will have no knowledge of non-registered shareholdings or entitlements to vote unless non-registered shareholders appoint themselves as proxyholder.

Shareholders who wish to appoint a proxyholder to attend the meeting (other than the management nominees identified in the proxy form or voting information form) must carefully follow the instructions set out in the proxy materials, including on their proxy form or voting information form. It is important that shareholders comply with the signature and return instructions provided on the form or by their intermediary. Additionally, after submitting the proxy form or voting information form, the proxyholder MUST register with ARC's transfer agent, Computershare Trust Company of Canada, at www.computershare.com/ARC to receive a meeting-specific control number after proxy cutoff. Failure to do so will result in the proxyholder only being able to attend the meeting as a guest with no ability to ask questions or to vote. Refer to the section entitled, "How to Appoint and Register a Proxyholder" within this news release for more details.

How to Appoint and Register a Proxyholder

Shareholders who wish to appoint a proxyholder to attend the meeting must appoint that person as proxyholder and register that proxyholder with Computershare to receive a meeting-specific control number. This includes registered shareholders who have duly appointed another person as proxyholder and non-registered (beneficial) shareholders who have duly appointed themselves or another person as proxyholder. Registered shareholders who wish to attend the meeting themselves do not need to register a proxyholder, and can use the control number provided on their proxy form.

Registering the proxyholder at www.computershare.com/ARC is an additional step that MUST be completed once a shareholder has submitted their proxy form or voting information form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required for them to ask questions and to vote at the meeting, and they will only be able to attend the meeting as a guest.

Step 1: Submitting a proxy form or voting information form

To appoint a third-party proxyholder, insert such person's name in the blank space provided in the proxy form or voting information form and follow the instructions for submitting the form. This must be completed prior to registering the proxyholder in Step 2.

Non-registered shareholders who wish to participate in and vote at the meeting must appoint themselves as proxyholder and register themselves as their proxyholder in Step 2. To appoint oneself as proxyholder, non-registered shareholders must insert their name in the space provided on the voting information form and follow all of the applicable instructions provided by their intermediary.

Step 2: Proxyholder registration

After proxy cutoff at 3:00 p.m. (Calgary time) on Tuesday, May 5, 2020, or for non-registered shareholders, such earlier date as required by their intermediaries, Computershare will send, via e-mail, the meeting-specific control number to the proxyholder. Without a control number, proxyholders will not be able to ask questions or to vote at the meeting, and will be able to participate as a guest only.

How to Attend the Meeting

To attend the meeting, the following steps must be completed on the day of the meeting.

Step 1: Log in online at https://web.lumiagm.com/219388023

Step 2: Follow these instructions:

For registered shareholders

  • Click "I have a Control Number"
  • Enter the control number, which is located at the bottom of page 1 of the proxy form
  • Enter the password "arc2020" (case sensitive)

For duly appointed proxyholders of registered and non-registered shareholders

  • Click "I have a Control Number"
  • Enter the meeting-specific control number provided by Computershare via e-mail after proxy cutoff (following the steps in the section entitled, "How to Appoint and Register a Proxyholder" within this news release)
  • Enter the password "arc2020" (case sensitive)

For guests

  • Click "I am a Guest"
  • Complete the online form

For shareholders with the ability to vote at the meeting, they will be revoking all previously submitted proxies by logging into the virtual meeting and accepting the terms and conditions; however, they will be provided the opportunity to vote by ballot on the matters put forth at the meeting. Refer to the section entitled, "How to Vote at the Meeting" within this news release. If shareholders do not wish to revoke all previously submitted proxies, then they should not accept the terms and conditions and only enter the meeting as a guest.

It is the shareholders' responsibility to ensure internet connectivity for the duration of the meeting in order to vote when balloting commences. Shareholders should allow ample time to log into the meeting online before it begins. ARC recommends that shareholders log in at least one hour before the meeting begins.

How to Vote at the Meeting

There are two ways to vote shares:

  1. Prior to the meeting, by submitting the proxy form or voting information form as per the instructions indicated in the proxy circular and on the form; or
  2. For shareholders and duly appointed proxyholders with the ability to vote at the meeting, during the meeting, by online ballot through the live webcast platform. Once they have logged into the virtual meeting, any voting ballots will be prompted automatically for their vote.

The change to a virtual-only format will not impact the ability to vote in advance of the meeting. ARC encourages shareholders to vote prior to the meeting.

Guests, including non-registered shareholders who have not duly appointed themselves or another person as proxyholder, can log into the meeting as a guest and listen to the live audio webcast, but will not be able to ask questions or to vote at the meeting.

How to Ask Questions at the Meeting

For those attending the meeting as a registered shareholder or a duly appointed proxyholder of registered and non-registered shareholders, questions can be submitted by logging into https://web.lumiagm.com/219388023, entering the control number and meeting password "arc2020" (case sensitive), and clicking on the "Question" icon on the meeting centre site.

United States Non-registered (Beneficial) Shareholders

For non-registered shareholders in the United States to attend and vote at the meeting, they must first obtain a valid legal proxy from their intermediary. They must then submit such legal proxy to Computershare to the attention of the Proxy Department.

  • E-mail: uslegalproxy@computershare.com
  • Courier: Computershare Trust Company of Canada, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto ON, M5J 2Y1

Submissions must be labelled "Legal Proxy" and received no later than the voting deadline of 3:00 p.m. (Calgary time) on Tuesday, May 5, 2020. To vote at the meeting, the non-registered shareholder or their duly appointed proxyholder must register with Computershare at www.computershare.com/ARC and receive a meeting-specific control number by following Step 2 in the section entitled, "How to Appoint and Register a Proxyholder" within this news release. Without a control number, proxyholders will not be able to ask questions or to vote at the meeting, and will be able to participate as a guest only.

Further Information

If shareholders have questions regarding shareholding status, submission of forms, the voting deadline, or other proxy matters, they should refer to the proxy circular or contact ARC's transfer agent, Computershare:

  • By mail: Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto ON, M5J 2Y1
  • By telephone: 1-800-564-6253 (toll free)
  • Online: www.investorcentre.com

ARC is one of Canada's largest conventional oil and gas companies with an enterprise value of approximately $2.7 billion. ARC's common shares trade on the TSX under the symbol ARX.

ARC RESOURCES LTD.

For further information about ARC Resources Ltd., please visit our website at www.arcresources.com
or contact:
Investor Relations
E-mail: ir@arcresources.com
Telephone: (403) 503-8600 Fax: (403) 509-6427
Toll Free: 1-888-272-4900
ARC Resources Ltd.
Suite 1200, 308 - 4th Avenue SW Calgary, AB T2P 0H7

SOURCE ARC Resources Ltd.