ARC Resources : Financial Report (ARC 2026 Management Information Circular VF)
ARX.TO
Published on 04/14/2026 at 01:52 pm EDT
Management Information Circular
Notice of Annual Meeting of Shareholders
April 29, 2026
ARC Resources Ltd.
Information Circular - Proxy Statement
Solicitation of Proxies
This Information Circular - Proxy Statement is provided in connection with the solicitation of proxies by Management of ARC Resources Ltd. ("ARC" or the "Company") for use at the Annual Meeting of the holders of common shares ("Common Shares") of the Company (the "Annual Meeting") to be held virtually on Wednesday, April 29, 2026 at 10:00 a.m. (MT), and at any adjournment thereof, for the purposes set forth in the Notice of Annual Meeting.
The Board of Directors (the "Board") of the Company has fixed the record date for the Annual Meeting to be the close of business on March 13, 2026. Only shareholders whose names have been entered in the register of Common Shares on the close of business on the record date will be entitled to receive notice of and to vote at the Annual Meeting; however, if any shareholder transfers Common Shares after the record date and the transferee of those shares, established that such transferee owns such shares and demands, not later than 10 days before the Annual Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Annual Meeting, such transferee shall be entitled to vote such Common Shares at the Annual Meeting. The Company encourages shareholders to vote their shares prior to the Annual Meeting.
The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or their attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an Officer or attorney thereof duly authorized.
Important Information with Respect to the Virtual Annual Meeting
The Annual Meeting will be held in a virtual-only format conducted via live webcast online at meetings.lumiconnect.com/400-899-540-872 (password "arc2026"). The virtual-only format permits a broader base of shareholders to participate in the Annual Meeting, regardless of their geographical location, than compared to an in-person meeting only.
Although the Annual Meeting will be held virtually, shareholders will be afforded the same opportunities to vote and ask questions at the Annual Meeting as they would at an in-person meeting. Shareholders can participate online using their smartphone, tablet, or computer. Registered shareholders and beneficial shareholders who have duly appointed themselves as proxyholder and registered their appointments with Computershare as set out below will be able to listen, ask questions, and vote, in real time, during the Annual Meeting, provided they are connected to the internet and properly follow the instructions below and on ARC's website. Beneficial shareholders should carefully follow the instructions below under "Voting Information - Beneficial Shareholder Voting Information" to appoint themselves as proxyholder and register their appointments to ensure they are able to vote and ask questions during the Annual Meeting. Beneficial shareholders who have not duly appointed themselves as proxyholders and registered their appointments may still participate in the Annual Meeting as guests, but they will not be able to vote or ask questions.
Shareholders will be able to ask questions immediately before and during the Annual Meeting by typing their question into the messaging tab of the virtual meeting platform. Shareholders may also submit their questions in advance by sending them by e-mail to [email protected] no later than 8:00 a.m. (MT), on Monday, April 27, 2026. Questions relating to the business of the Annual Meeting will be answered during the Annual Meeting while all other questions will be addressed following the Annual Meeting. Notwithstanding the above, to ensure the Annual Meeting is conducted in a manner that is fair to all shareholders, the Chair of the Annual Meeting may exercise discretion in responding to the questions including the order in which the questions are answered, the grouping of the questions, and the amount of time devoted to any question. In addition, similar questions may be aggregated by the Chair.
To attend the Annual Meeting, log in online at meetings.lumiconnect.com/400-899-540-872 using the latest versions of the following compatible internet browsers: Chrome, Safari, Edge, or Firefox. If you are a registered shareholder or duly appointed proxyholder that has registered their appointment, click "I have a login" and enter your Control Number or Proxyholder Username (as applicable) and the password "arc2026" (case sensitive). If you are anyone else, including a beneficial shareholder, click "I am a guest" and complete the online form. Attendees are recommended to log-in at least 30 minutes before the meeting starts.
It is important that shareholders remain connected to the internet at all times during the Annual Meeting in order to vote when balloting commences.
Included with this information circular is a virtual meeting user guide that outlines the process for accessing the Annual Meeting in greater detail. The user guide will be sent to registered shareholders with their proxy packages and posted on ARC's website at arcresources.com. If you have any difficulties while accessing and attending the Annual Meeting, contact LUMI at [email protected].
Notice-and-Access
The persons named in the enclosed form of proxy are Directors or Officers of the Company. Each shareholder has the right to appoint a proxyholder other than the nominees of Management, who need not be a shareholder, to attend and to act for and on behalf of the shareholder at the meeting. To exercise such right, the names of the nominees of Management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.
The Company has elected to use the Notice-and-Access provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") for the Annual Meeting in respect of mailings to ARC's beneficial shareholders (as defined below), but not in respect of mailings to its registered shareholders (as defined below). The Notice-and-Access Provisions are rules developed by the Canadian Securities Administrators to reduce the volume of shareholder meeting materials that must be physically mailed to shareholders by allowing a reporting issuer to post the materials on the internet.
ARC has also elected to use procedures known as "stratification" in relation to its use of the Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of an information circular and, if applicable, a paper copy of financial statements and related Management's Discussion and Analysis (collectively, the "Financial Information"), to some shareholders together with a notice of a meeting of its shareholders. In relation to the meeting, registered shareholders will receive a paper copy of a notice of the meeting, this information circular, and a form of proxy, whereas beneficial shareholders will receive a Notice-and-Access notification and a request for voting instructions. Furthermore, a paper copy of the Financial Information of the most recent financial year of the Company will be mailed to registered shareholders, as well as to those beneficial shareholders who have previously requested to receive them.
ARC will be delivering proxy-related materials directly to non-objecting beneficial owners of its Common Shares with the assistance of Broadridge Financial Solutions Inc. ("Broadridge") and intends to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of its Common Shares.
Beneficial Shareholders may call 1-844-916-0609 (toll-free) to obtain additional information about the Notice-and-Access Provisions.
Voting Information
Registered Shareholder Voting Information
You are a registered shareholder if your name appears on your share certificate. Registered shareholders who are eligible to vote can vote their Common Shares either virtually at the Annual Meeting, or by proxy prior to the Annual Meeting.
For your Common Shares to be voted by proxy, you must complete, date, and sign the form of proxy and return it by mail, hand delivery, or facsimile to ARC's transfer agent, Computershare Trust Company of Canada ("Computershare"). Registered shareholders are also entitled to vote their Common Shares online at investorvote.com or by telephone at 1-866-732-8683 (toll-free). For online and telephone voting, you will require your 15-digit control number found on your proxy form.
Registered shareholders may also vote during the Annual Meeting by following the instructions noted above and completing a ballot online during the Annual Meeting.
To be valid and acted upon at the Annual Meeting, forms of proxy, as well as votes received online and by telephone, must be received in each case not less than 48 hours (excluding weekends and holidays) before the time set for the holding of the Annual Meeting or any adjournment thereof.
Beneficial Shareholder Voting Information
Most shareholders of the Company are "beneficial shareholders". You are a beneficial shareholder if you beneficially own Common Shares that are held in the name of an intermediary such as a bank, a trust company, a securities broker, a trustee, or other nominee, and not your own name. As required by Canadian securities laws, you will receive a request for voting instructions for the number of Common Shares you own. You may receive more than one Voting Instruction Form if you hold shares in more than one location.
Beneficial shareholders may vote their Common Shares virtually at the Annual Meeting, or by proxy prior to the Annual Meeting.
For your Common Shares to be voted by proxy, you must carefully follow the instructions on the Voting Instruction Form that is provided to you, including completing, dating, and signing the Voting Instruction Form and returning it by mail, hand delivery, or facsimile as directed. Beneficial shareholders are also entitled to vote their Common Shares online or by telephone by following the instructions on the Voting Instruction Form.
If you are a beneficial shareholder located in Canada or outside the United States and wish to vote during the Annual Meeting, you must insert your own name in the space provided on the Voting Instruction Form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary, and register yourself as your proxyholder, as described below in Step 2. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Registering your proxyholder is an additional step to be completed AFTER you have submitted the Voting Instruction Form. Failure to register the proxyholder will result in the proxyholder not receiving a Proxyholder Username that is required to vote and submit questions at the Annual Meeting.
Beneficial shareholders should follow these steps to ensure that their vote is recorded at the Annual Meeting:
Step 1: Submit the Voting Instruction Form: To appoint someone other than the individuals named in the Voting Instruction Form as proxyholder, insert that person's name in the blank space provided in the Voting Instruction Form (if permitted) and follow the instructions for submitting such Voting Instruction Form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted the Voting Instruction Form.
Step 2: Register your proxyholder: To register a proxyholder, you must visit computershare.com/ARC not less than 48 hours (excluding weekends and holidays) before the time set for the holding of the Annual Meeting or any adjournment thereof and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Proxyholder Username via e-mail.
Beneficial shareholders who have not appointed themselves as proxyholders to participate and vote at the Annual Meeting and who do not register and obtain a Proxyholder Username will not be able to vote or submit questions at the Annual Meeting, but may participate as a guest only.
If you are a beneficial shareholder located in the United States, to attend and vote at the Annual Meeting, you must first obtain a valid legal proxy from your broker, bank, or other agent and then register in advance to attend the Annual Meeting, by submitting a copy of your legal proxy to Computershare. Requests for registration should be sent to: Computershare, Attention: Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6, or e-mailed to [email protected]. Requests for registration must be labelled as "Legal Proxy" and be received not less than 48 hours (excluding weekends and holidays) before the time set for the holding of the Annual Meeting or any adjournment thereof. You will receive a confirmation of your registration by e-mail once Computershare receives your registration materials. Please note that if you are a beneficial shareholder located in the United States, you are also required to register your appointment at computershare.com/ARC. To be valid and acted upon at the Annual Meeting, voting instructions, as well as votes received online and by telephone, must be received in each case not less than 48 hours (excluding weekends and holidays) before the time set for the holding of the Annual Meeting or any adjournment thereof.
Revocability of Proxy
A registered shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof. If a registered shareholder who has given a proxy attends the Annual Meeting virtually, at which such proxy is to be voted, such person may revoke the proxy and vote, virtually. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the registered shareholder or their attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal, or by an Officer or attorney thereby duly authorized and deposited either at the head office of the Company at any time up to and including the last business day preceding the day of the Annual Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chair of the Annual Meeting on the day of the Annual Meeting, or any adjournment thereof, and upon either of such deposits, the proxy is revoked.
If you are a beneficial shareholder, please contact your intermediary for instructions on how to revoke your voting instructions.
Persons Making the Solicitation
The solicitation is made on behalf of Management of the Company. Costs incurred in the preparation and mailing of proxy-related materials for the Annual Meeting will be borne by the Company. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone, or other means of communication and by Officers and employees of the Company, who will not be specifically remunerated.
Exercise of Discretion by Proxy
The Common Shares represented by proxy by the Management nominees shall be voted at the Annual Meeting in respect of the matters to be acted upon and, where the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares shall be voted in accordance with the specification made. In the absence of such specification, the Common Shares will be voted in favour of the matters to be acted upon. The persons appointed under the enclosed form of proxy furnished by the Company are conferred with discretionary authority with respect to the amendments or variations of those matters specified therein and in the Notice of Annual Meeting. At the time of printing this information circular, Management of the Company knows of no such amendment, variation, or other matter.
Voting Shares and Principal Holders Thereof
ARC is authorized to issue an unlimited number of Common Shares without nominal or par value. As of March 13, 2026, there were 566,325,292 Common Shares issued and outstanding. At the Annual Meeting, every shareholder present, virtually, or represented by proxy and entitled to vote, shall have one vote. On a poll or ballot, every shareholder present, virtually, or by proxy has one vote for each Common Share of which such shareholder is the registered holder.
ARC is authorized to issue 50 million Preferred Shares without nominal or par value issuable in series. As of March 13, 2026, there were no Preferred Shares issued and outstanding.
When any Common Share is held jointly by several persons, one of those holders present virtually at the Annual Meeting may, in the absence of the others, vote such Common Share, but if two or more of those persons are present virtually at the Annual Meeting, or by proxy, they shall vote as one on the Common Share jointly held by them.
To the knowledge of the Directors and Officers of the Company, there is no person or corporation which beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying more than 10 per cent of the voting rights attached to the issued and outstanding Common Shares of the Company which may be voted at the Annual Meeting.
As of March 13, 2026, the percentage of Common Shares that are beneficially owned, or controlled or directed, directly or indirectly, by all Directors and Officers of the Company in aggregate is 0.27 per cent of the issued and outstanding Common Shares.
Quorum for Meeting and Approval Requirements
At the Annual Meeting, a quorum shall consist of two (2) or more persons present and holding or representing by proxy not less than 25 per cent of the outstanding Common Shares. If a quorum is not present at the opening of the Annual Meeting, the shareholders present, virtually, may adjourn the Annual Meeting to a fixed time and place but may not transact any other business.
All matters to be considered at the Annual Meeting are ordinary resolutions other than the resolution to accept the Company's approach to executive compensation which is advisory only.
The Board has adopted a majority voting policy that requires that any nominee for Director who receives a greater number of votes "withheld" than votes "for" his or her election as a Director should offer their resignation from the Board to the Chair of the Policy and Board Governance ("PBG") Committee. This requirement will not be applicable where the election involves a contested election outside of the slate nominated by the Board. The Board will consider such resignation after receipt of the recommendation of the PBG Committee, and any replacement of the resigning member will be made on the recommendation of the PBG Committee at the discretion of the Board. Disclosure to the public of the Board's decision will be made within 90 days of the applicable annual meeting. The full text of the majority voting policy is contained in the Charter of the Board of Directors, as available on the Company's website at arcresources.com.
Request for Materials
Beneficial shareholders who wish to receive a paper copy of the information circular and/or the Financial Information should contact Broadridge by telephone at 1-877-907-7643 (toll-free) at any time up to and including the date of Annual Meeting or any adjournment thereof. The 16-digit control number on your Voting Instruction Form will be required. To allow beneficial shareholders a reasonable time to receive paper copies of the information circular and related materials and to vote their Common Shares, any beneficial shareholders wishing to request paper copies as described above should ensure that such request is made by 5:00 p.m. (MT) on April 13, 2026. A beneficial shareholder may also call 1-844-916-0609 (toll-free) to obtain additional information about the Notice-and-Access Provisions.
Table of
Contents
ARC Resources Ltd. Information Circular - Proxy Statement
i
Solicitation of Proxies
i
Notice-and-Access
ii
Voting Information
ii
Notice of Annual Meeting of Shareholders
1
Letter From the Board Chair
2
Matters to be Acted Upon at the Annual Meeting
3
Election of Directors
3
Appointment of Independent Auditors
3
Advisory Vote on Executive Compensation
4
Information on the Nominated Directors
5
Director Nominee Biographies & Qualifications
5
Director Nominee Skills
11
Board Composition
13
Corporate Governance & Board Responsibilities
13
Strategy
13
Strategic Planning and Financial & Operational Performance
13
Risk Management
14
Management Succession Planning
15
Governance
16
Board Committees
16
Culture & Ethical Business Conduct
17
Director Nomination & Diversity Policy
19
Board Effectiveness & Director Assessment and Education
19
Director Compensation & Shareholdings
21
Total Director Compensation
21
Incentive Plan Awards - Outstanding Share-Based Awards
22
Incentive Plan Awards - Value Vested or Earned During the Year
22
Director Share Ownership
22
Compensation Discussion & Analysis
23
Letter from the Chair of the HRC Committee
23
Compensation Governance
24
Risk Mitigation Policies & Practices
25
Compensation Philosophy & Approach
27
Market Competitiveness
27
Pay-for-Performance
28
Alignment with Shareholders
29
2025 Performance & Compensation
33
2025 STI Scorecard Assessment
33
2025 LTI Scorecard Assessment
36
Executive Compensation Tables
38
Summary Compensation Table
38
Incentive Plan Awards - Outstanding Share-Based Awards
38
Incentive Plan Awards - Value Vested or Earned During the Year
39
Termination and Change-of-Control Benefits
40
Other Information
43
Appendices
45
Notice of
Date: Wednesday, April 29, 2026 1. Receive the consolidated financial statements for the year ended December 31, 2025, and the Auditors' report thereon
To elect the Directors of the Company
Time: 10:00 a.m. (MT)
Place: Virtual
To appoint the Auditors of the Company
To approve an advisory resolution on executive compensation
To transact such other business as may properly be brought before the meeting or any adjournment thereof
The specific details of the matters proposed to be put before the meeting are set forth in the following pages of this information circular.
Registered shareholders of the Company who are not attending the Annual Meeting virtually, are requested to complete, date, and sign the form of proxy, and return it by mail, hand delivery, or facsimile to ARC's transfer agent, Computershare Trust Company of Canada, as follows:
By Mail
By Hand
By Facsimile
By Telephone
Online
Computershare Trust Company of Canada Attn: Proxy Department
P.O. Box 4588, Station A Toronto, Ontario
M5W 9Z9
Computershare Trust Company of Canada 320 Bay Street
14th Floor Toronto, Ontario M5H 4A6
1-416-263-9524
or
1-866-249-7775
1-866-732-8683
(toll-free)
https://www.investorvote.com
To vote your shares online or over the telephone, you will require your 15-digit control number found on your proxy form.
To be valid and acted upon at the Annual Meeting, forms of proxy as well as votes received online and over the telephone must be received in each case not less than 48 hours (excluding weekends and holidays) before the time set for the holding of the Annual Meeting or any adjournment thereof.
If you hold your Common Shares through an intermediary, please follow the instructions on the Voting Instruction Form provided by the intermediaries with respect to the procedures to be followed for voting at the Annual Meeting.
The Board of Directors of the Company has fixed the record date for the Annual Meeting at the close of business on March 13, 2026.
The Company will hold its Annual Meeting virtually via live webcast. As always, the Company encourages shareholders to vote their shares prior to the Annual Meeting.
DATED at Calgary, Alberta, this 13th day of March 2026. BY ORDER OF THE BOARD OF DIRECTORS
Terry M. Anderson
President & Chief Executive Officer
Letter from
Dear Fellow Shareholders,
On behalf of ARC's Board of Directors, management team and employees, I invite you to participate in our 2026 Annual Meeting of Shareholders (the "Annual Meeting") on April 29, 2026 at 10 a.m. MT. The items of business to be considered and acted on at the Annual Meeting are described in the Notice of Annual Meeting of shareholders of ARC Resources Ltd. and within this information circular. We encourage you to review these materials in advance of the meeting and prior to voting.
As ARC enters its 30th year of business, the Board remains confident in the Company's strategy and long-term value proposition. The past year was marked by strong operational and financial results, disciplined capital allocation, and outstanding safety performance. The Board was particularly encouraged by the Company's continued focus on safety. Throughout a year of high operational activity and complexity, ARC achieved exceptional safety performance - outperforming all key performance indicators and demonstrating the Company's strong safety culture.
Hal Kvisle
Board Chair
ARC Resources Ltd.
ARC invested $1.9 billion in capital expenditures and delivered record annual average production of approximately 374,000 boe per day in 2025. This resulted in total free funds flow of $1.3 billion ($2.20 per share), nearly double what was generated in 2024. In total, 75 per cent of free funds flow was returned to our shareholders through share repurchases and the base dividend, which we increased by 11 per cent in the third quarter, with the remainder allocated to net debt. In addition, ARC pursued two strategic opportunities that consolidated resource near existing operations. The Kakwa acquisition added approximately 40,000 boe per day in production at one of ARC's largest condensate assets, and the development agreement executed with Tsaa Dunne Za Energy - a limited partnership owned by Halfway River First Nation - increased the Company's net sections at Attachie by 10 per cent.
The Company continued to operate with long-term profitability and discipline in mind. As natural gas prices weakened in the latter half of the year, ARC once again made the prudent decision to shut in approximately 400 MMcf per day of natural gas production - preserving resource and deferring capital until pricing improved. This discipline was also reflected in Management's handling of Attachie and the decision to slow the pace of development at Phase I to ensure an optimized development plan is advanced that incorporates learnings and prioritizes capital efficiency.
ARC's natural gas diversification strategy continues to deliver strong annual average realized natural gas prices, with 2025 marking the 13th consecutive year that the Company exceeded the AECO benchmark by 20 per cent or more. LNG represents the next step in this strategy and early in 2026, we saw the first deliveries of natural gas to Shell for the LNG Canada project. In addition, ARC also executed an important longterm sale and purchase agreement with ExxonMobil LNG Asia Pacific for the purchase of ARC's LNG offtake from the Cedar LNG Project. Overall, the Company is on track to see approximately 25 per cent of ARC's anticipated natural gas production linked to global pricing. These initiatives are expected to enhance margins, reduce reliance on North American benchmarks and support durable value creation over the long term.
The Board continues to focus on effective governance and Board renewal. Earlier this year, we were pleased to welcome Jonathan Wright to ARC's Board of Directors. Jonathan brings more than 35 years of experience in the global energy industry, including deep expertise in strategy, operations, engineering, subsurface and marketing. We look forward to the perspective and experience he will contribute.
On behalf of the Board, I would like to thank ARC's employees and management team for their continued dedication and commitment to safety and performance. I would also like to thank our shareholders for their ongoing confidence and support. We look forward to your participation at the Annual Meeting.
Sincerely,
Hal Kvisle
Board Chair, ARC Resources Ltd.
Matters to Be Acted
The following matters will be acted upon at ARC's Annual Meeting of Shareholders on April 29, 2026 (the "Annual Meeting"). Your vote is important. We encourage you to review this information circular before casting your vote.
Matters to be voted on:
Proposal Management's Recommendation
Elect the Directors of the Company FOR
Appoint the Auditors of the Company FOR
Approve the advisory vote on executive compensation FOR
The Board is responsible for the stewardship of ARC on behalf of its shareholders to ensure the long-term success of the Company. The Board will have 12 members, 11 of whom are independent and 11 of whom are non-executive Directors. Collectively, the Directors bring a wide range of business and leadership experience in the energy industry, as well as expertise in finance, accounting, marketing, environmental, social and governance ("ESG") performance, information security, legal, human resources, and other disciplines that are beneficial to the Company.
The articles of the Company provide for a minimum of three Directors and a maximum of 12 Directors. All nominees are currently Directors of the Company. Each nominee has indicated their willingness to serve as a Director for a term of one year following their election. Each Director will hold office until the next Annual Meeting of Shareholders or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated.
The following are the Directors nominated for election to the Board. For further information regarding their backgrounds, qualifications, Committee membership, attendance, and share ownership, see "Information on the Nominated Directors" in this information circular.
Harold N. Kvisle
Carol T. Banducci
David R. Collyer
Hugh H. Connett
Michael R. Culbert
Denise S. Man
Michael G. McAllister
Marty L. Proctor
M. Jacqueline Sheppard
Leontine van Leeuwen-Atkins
Jonathan A. Wright
Terry M. Anderson
If, for any reason, any of the proposed nominees do not stand for election or are unable to serve as such, the Management designees named in the enclosed form of proxy reserve the right to vote for any other nominee in their sole discretion, unless the shareholder has specified therein that its Common Shares are to be withheld from voting on the election of Directors.
The Board unanimously recommends that shareholders vote FOR the election of each of the Director nominees and unless instructed otherwise, the persons named in the enclosed form of proxy will vote FOR the election of Director nominees.
The Audit Committee has reviewed the performance of PricewaterhouseCoopers, LLP ("PwC"), including its independence relating to the audit of ARC's consolidated financial statements with 99.81 per cent voting in favour. The Audit Committee appoints an independent external auditor annually, and PwC has served in this capacity since 2017.
The independent external auditor is responsible for performing an independent audit of ARC's consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").
The Board unanimously recommends that shareholders vote FOR the appointment of the auditors and unless instructed otherwise, the persons named in the enclosed form of proxy will vote FOR the appointment of the auditors.
Audit Fees
The Audit Committee approves all audit and non-audit services performed by ARC's external auditors. Specific audit-related and non-audit services in the amount of $50,000 or less may be pre-approved by the Chair of the Audit Committee in accordance with the Committee's policies and procedures.
The aggregate fees billed by PwC in 2024 and 2025 are summarized in the following table.
External Audit Service Fees Billed in 2024 Billed in 2025
Audit Fees $1,882,130 $1,602,860
Other Fees (1) $18,427 $41,785
Total Fees $1,900,557 $1,644,645
(1) Includes the assessment fee billed by the Canadian Public Accountability Board ("CPAB") per National Instrument 52-108 Auditor Oversight mandate for reporting issuers to have an audit completed by a CPAB participant firm, fees for services related to debt issuances, and fees for a research subscription.
The Audit Committee reviewed the audit and permissible non-audit services performed by PwC in 2024 and 2025, as well as the fees paid to PwC for such services, and concluded that the provision of such services was compatible with maintaining PwC's independence.
ARC's executive compensation programs are designed to attract, retain, motivate, and reward leaders for delivering strong performance in alignment with ARC's corporate strategy and in creating shareholder value. The programs use a combination of cash and long-term equity-based incentives that reflect the Company's pay-for-performance philosophy and provide for a significant portion of an executive's compensation to be at-risk, with consideration for sound risk management and good governance principles.
The Board values input from ARC's shareholders on the Company's compensation programs and provides shareholders with an advisory vote, commonly referred to as a "say on pay", at the Annual Meeting. As part of its commitment to strong corporate governance practices and shareholder engagement, ARC has held an advisory "say on pay" vote annually since 2011. You have the opportunity, on an advisory basis, to vote "FOR" or "AGAINST" our approach to executive compensation through the following resolution:
"Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the information circular for the 2026 Annual Meeting of Shareholders of the Company."
ARC encourages shareholders to read the Compensation Discussion and Analysis ("CD&A") section of this information circular prior to voting. As this is an advisory vote, the results will not be binding upon the Board. However, ARC will consider the outcome of the vote as part of its ongoing review of its executive compensation practices and welcomes shareholder feedback. At the 2025 Annual Meeting of Shareholders, this resolution was approved with 98.17 per cent of shares voted in favour.
The Board unanimously recommends that shareholders vote FOR the advisory vote on executive compensation and, unless instructed otherwise, the persons named in the enclosed form of proxy will vote FOR the advisory vote on executive compensation.
Information on
The following section provides an overview of the qualifications and skills of each Director nominee and the composition of the Board.
Below are brief biographies of the Director nominees, including a summary of their experience and qualifications, their 2025 Committee memberships and attendance, directorships at other public entities, share ownership, and voting results from the last Annual Meeting of Shareholders. For further information on our Director nominees, see ARC's website at arcresources.com.
Mr. Kvisle is a distinguished executive with more than 40 years' experience in the energy, utilities, and power sectors. Over the course of his career, Mr. Kvisle has held several executive roles with international exposure in all facets of the energy value chain. Currently, Mr. Kvisle also serves as Board Chair of South Bow Corporation.
Mr. Kvisle was Chief Executive Officer of Talisman Energy from 2012 - 2015. From 2001 - 2010, he served as Chief Executive Officer of TransCanada Corporation, now TC Energy, where he was recognized as Canada's CEO of the Year in 2008. Prior to joining TransCanada Corporation in 1999, he founded and was President of Fletcher Challenge Energy Canada Inc.
Mr. Kvisle holds a Bachelor of Science in Engineering degree from the University of Alberta, a Master of Business Administration
Age: 73
Calgary, Alberta, Canada Board Chair
Director Since 2009 Independent
and Honorary Doctor of Laws degrees from the University of Calgary, and an Honorary Doctor of Laws degree from Mount Royal University. Mr. Kvisle is a Fellow of the Canadian Academy of Engineering and holds the F.ICD.D designation from the Institute of Corporate Directors.
Board Committee Membership 2025 Meeting Attendance
Board (Board Chair) 6 of 6 100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 94.36 %
Share Ownership (1) Meets Shareholding Requirements
656,678 shares and share equivalents - $18,104,612 Met
Current Public Board Directorships ARC Resources Ltd. (Board Chair) South Bow Corporation (Board Chair)
Age: 66
Mississauga, Ontario, Canada Director Since 2021 Independent
Age: 70
Calgary, Alberta, Canada Director Since 2016 Independent
Ms. Banducci has more than 30 years of international experience with a focus in operational, corporate, and senior leadership roles. She has extensive expertise in strategy development and implementation and has considerable experience overseeing finance, accounting, risk management, tax, internal audit, and information technology. She also currently serves as a Director with Citibank Canada.
Most recently, Ms. Banducci was Executive Vice President & Chief Financial Officer of IAMGOLD, an international mining company. She also served as Chair of Niobec Inc. and as a Director at Hudbay Minerals Inc. Previously, she was a senior leader with a major plastics and polymer producer, and was Chief Financial Officer of Orica Explosives North America and ICI Explosives Canada & Latin America - a global business with sales in 35 countries.
Ms. Banducci is a member of the Institute of Corporate Directors and is a past member of the Canadian Board Diversity Council. Ms. Banducci holds a Bachelor of Commerce from the University of Toronto.
Board Committee Membership 2025 Meeting Attendance
Board 6 of 6 100%
Audit 4 of 4 100%
Policy & Board Governance 4 of 4 100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 98.38 %
Share Ownership (1) Meets Shareholding Requirements
64,825 shares and share equivalents - $1,787,225 Met
Current Public Board Directorships
ARC Resources Ltd.
Mr. Collyer has more than 40 years of experience in the energy industry spanning both upstream and downstream segments, including domestic and international marketing. He currently serves as a Director of AltaLink, L.P. and has previously served on a number of other Boards.
Mr. Collyer held a broad range of technical, business, marketing, and senior leadership roles at Shell Canada, culminating in his role as President and Country Chair. During his tenure at Shell, he also participated in a two-year Executive Exchange assignment as Director, Supply Branch at the National Energy Board. Following his retirement, Mr. Collyer served as President of the Canadian Association of Petroleum Producers (CAPP) from 2008 - 2014.
He holds a Bachelor of Science in Mineral Engineering and a Master of Business of Administration from the University of Alberta.
Board Committee Membership 2025 Meeting Attendance
Board 6 of 6 100%
Human Resources & Compensation (Chair) 4 of 4 100%
Policy & Board Governance 4 of 4 100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 98.19 %
Share Ownership (1) Meets Shareholding Requirements
156,871 shares and share equivalents - $4,324,933 Met
Current Public Board Directorships
ARC Resources Ltd. AltaLink, L.P.
Age: 67
Houston, Texas, USA Director Since 2024 Independent
Age: 68
Calgary, Alberta, Canada Director Since 2024 Independent
Mr. Connett has 40 years of energy industry experience with extensive experience working across various sectors of the global energy value chain including natural gas, power, pipelines and liquefied natural gas (LNG). He has expertise in the development and execution of global gas strategies inclusive of supply, marketing, logistics, optimization, risk management, commercial and business development.
Mr. Connett spent 23 years at Chevron where he held several executive roles including his most recent role as President, Chevron Global Gas. Prior to that, Mr. Connett held the position of President, Global Power and President, Global Pipelines. Before joining Chevron, he held various technical and leadership roles with Mitchell Energy Corporation. Mr. Connett is involved in several non-profit organizations serving as President of the Board of Directors for a Municipal Utility District and Trustee Member for the Woodlands Water Agency. He also serves as a guest speaker at Pennsylvania State University speaking on topics related to the energy value chain.
He holds a Bachelor of Arts in General Arts and Sciences and a Bachelor of Science in Petroleum Engineering from Pennsylvania State University.
Board Committee Membership 2025 Meeting Attendance
Board 6 of 6 100%
Audit 4 of 4 100%
Safety, Reserves & Operational Excellence 4 of 4 100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 99.55 %
Share Ownership (1) Meets Shareholding Requirements
13,094 shares and share equivalents - $361,002 Has until February 8, 2029
Current Public Board Directorships
ARC Resources Ltd.
Mr. Culbert has 35 years of experience in the North American energy industry with expertise in operations, development, finance, marketing, regulatory and business development. He currently serves on the Board of Directors of TC Energy.
Previously, he co-founded Progress Energy where he held the positions of President and Chief Executive Officer, and ultimately Vice Chairman of PETRONAS Energy Canada Ltd. until 2020. Mr. Culbert was also an integral member of the PETRONAS LNG team while serving as the President of the Pacific NorthWest LNG from 2013 - 2016. He has also previously served on a number of other private and public energy company boards. Mr. Culbert is a past member of the Canadian Association of Petroleum Producers Board of Governors.
In 2019, Mr. Culbert was awarded the Distinguished Business Leader - Recognizing Ethical Leadership from the University of Calgary Haskayne School of Business and the Calgary Chamber of Commerce. Mr. Culbert was inducted into the Southern Alberta Business Hall of Fame in 2025. He holds a Bachelor of Science Business Administration degree from Emmanuel College in Boston, Massachusetts.
Board Committee Membership 2025 Meeting Attendance
Board 6 of 6 100%
Human Resources & Compensation 4 of 4 100%
Policy & Board Governance 1 of 1 100%
Safety, Reserves & Operational Excellence 3 of 3 100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 99.59 %
Share Ownership (1) Meets Shareholding Requirements
46,243 shares and share equivalents - $1,274,920 Met
Current Public Board Directorships
ARC Resources Ltd.
TC Energy Corporation
Age: 48
Calgary, Alberta, Canada Director Since 2025 Independent
Age: 67
Calgary, Alberta, Canada
Director Since 2020
Ms. Man has more than 25 years of experience in technology and engineering, with a focus on leveraging data to drive strategic value and innovation. Since 2022, she has led AIMCo's Global Technology and Data team as Chief Technology Officer, where her responsibilities include delivering systems and insights to achieve superior risk-adjusted net return on behalf of AIMCo's clients.
Prior to joining AIMCo, Ms. Man held several executive roles, including Chief Technology Officer at both a major financial institution and a global energy infrastructure company. In these roles, she was responsible for overseeing technology, innovation, engineering, infrastructure, operations and architecture. She has also worked on artificial intelligence research, the development of the 64-bit Itanium microprocessor, intellectual property licensing, and technology transformations.
Ms. Man is the owner of seven patents and several publications with the U.S. Patent Office. She is actively involved in several community organizations, serving on the Board of Directors of Coril Holdings Ltd. and the VersaFi Advisory Council.
She holds a Bachelor of Science degree in Electrical Engineering with a minor in Computer Engineering. She is a member of the Association of Professional Engineers and Geoscientists of Alberta (APEGA).
Board Committee Membership 2025 Meeting Attendance
Board
3 of 3
100%
Audit
2 of 2
100%
Safety, Reserves & Operational Excellence
1 of 1
100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 99.69 %
Share Ownership (1) Meets Shareholding Requirements
6,595 shares and share equivalents - $181,824 Has until May 2, 2030
Current Public Board Directorships
ARC Resources Ltd.
Mr. McAllister has 40 years of energy industry experience in North America with expertise in operations and development. Mr. McAllister also currently sits on the Board of Mediterra Energy Corporation and was previously a member of MEG Energy Corporation's Board.
Mr. McAllister spent 20 years at Ovintiv Inc. (formerly Encana Corporation) where he held several executive roles including his most recent role as President. In this role, he was responsible for the company's operations, exploration, land, marketing, midstream, and corporate services. Previously, he served as the company's Executive Vice President and Chief Operating Officer. Prior to that, Mr. McAllister held various technical and leadership roles for Texaco Canada and Imperial Oil Resources Ltd.
He holds a Mechanical Engineering degree from Concordia University.
Board Committee Membership 2025 Meeting Attendance
Independent
Board
6 of 6
100%
Human Resources & Compensation
4 of 4
100%
Safety, Reserves & Operational Excellence
4 of 4
100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 96.01 %
Share Ownership (1) Meets Shareholding Requirements
182,209 shares and share equivalents - $5,023,502 Met
Current Public Board Directorships
ARC Resources Ltd.
Age: 65
Calgary, Alberta, Canada Director Since 2017 Independent
Age: 70
Calgary, Alberta, Canada Director Since 2016 Independent
Mr. Proctor has more than 35 years of energy industry experience in Canada and other international markets with expertise in operations, engineering, and business strategy. He also serves as a Director with Athabasca Oil, and GreenFirst Forest Products Inc., and is Board Chair of Tenaz Energy Corp.
Mr. Proctor joined Seven Generations Energy Ltd. as President and Chief Operating Officer in May 2014 and in July 2017, he was appointed President and Chief Executive Officer. Previously, Mr. Proctor was Chief Operating Officer of Baytex Energy Corporation from 2009 - 2014, and Senior Vice President of Upstream Operations with Statoil Hydro Canada Exploration Inc. Prior to that, Mr. Proctor held technical and leadership roles with several exploration and production companies working in the Western Canadian Sedimentary Basin and U.S. and international oilfields.
He holds a Bachelor of Science in Petroleum Engineering and a Master of Science in Petroleum Engineering from the University of Alberta. In 2022, Mr. Proctor completed the Advanced Management Program at the University of Chicago Booth School of Business. Mr. Proctor has also earned the ICD.D designation from the Institute of Corporate Directors.
Board Committee Membership 2025 Meeting Attendance
Board 6 of 6 100%
Safety, Reserves & Operational Excellence (Chair) 4 of 4 100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 93.64 %
Share Ownership (1) Meets Shareholding Requirements
295,296 shares and share equivalents - $8,141,311 Met
Current Public Board Directorships
ARC Resources Ltd. Athabasca Oil Corporation
GreenFirst Forest Products Inc. Tenaz Energy Corp. (Board Chair)
Ms. Sheppard has over 40 years' experience in the energy industry and as a director of several large public, private and Crown corporations. She has expertise in strategic planning, global business development, public markets, stakeholder relations, legal and governance. Currently, Ms. Sheppard serves on the Board of Suncor Energy Inc. and recently retired from the Board of Emera where she served as Board Chair.
Previously, she was a Founder and Lead Director of Black Swan Energy Inc., a Director of Cairn Energy PLC and Pacific Northwest LNG and Board Chair of the Research and Development Corporation of the Province of Newfoundland and Labrador. From 1994 - 2009, Ms. Sheppard was at Talisman Energy Inc. where she held several executive roles including her most recent role as Executive Vice President, Corporate and Legal. Previously, she was in private practice and was a partner at a national law firm.
A Rhodes Scholar, she received an Honours Jurisprudence, Bachelor of Arts and Master of Arts from Oxford University. She has a Bachelor of Laws degree (Honours) from McGill University, and a Bachelor of Arts and honorary Doctor of Laws degree from Memorial University. In 2008, Ms. Sheppard was appointed the King's Counsel designation. Ms. Sheppard has also earned the F.ICD.D designation from the Institute of Corporate Directors.
Board Committee Membership 2025 Meeting Attendance
Board 6 of 6 100%
Human Resources & Compensation 4 of 4 100%
Policy & Board Governance (Chair) 4 of 4 100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 96.13 %
Share Ownership (1) Meets Shareholding Requirements
243,612 shares and share equivalents -$6,716,383 Met
Current Public Board Directorships
ARC Resources Ltd. Suncor Energy Inc.
Age: 61
Calgary, Alberta, Canada Director Since 2019 Independent
Ms. Atkins has more than 35 years of experience working across the energy value chain with expertise in business strategy, mergers and acquisitions, finance, and sustainability. Currently, she serves on the boards of Cameco Corporation and EPCOR Utilities Inc., chairing Cameco's Technical Committee and EPCOR's Audit Committee.
From 2006 - 2019, she was a partner with KPMG LLP. During her tenure, she led the European Energy & Natural Resources practice, the Netherlands' Industrial Markets practice and Europe's Chemical & Pharmaceutical practice, focusing on strategic investments and initiatives. Ms. Atkins also served on KPMG Canada's National Board of Directors and, most recently, was Audit Committee Chair for Points International (sold in 2022 to LeCaisse/Plusgrade) and Seven Generations Energy Ltd. Ms. Atkins is a past member of the Advisory Council of the Calgary Chapter of the Institute of Corporate Directors.
She holds a Bachelor of Business Administration in Finance from Acadia University, and a Master of Business Administration from Dalhousie University. Ms. Atkins holds CPA and CA designations, as well as the ICD.D designation from the Institute of Corporate Directors. Ms. Atkins was awarded the FCPA/FCA in 2022 by the Canadian Institute of Chartered Accountants.
Board Committee Membership 2025 Meeting Attendance
Board 6 of 6 100%
Audit (Chair) 4 of 4 100%
Safety, Reserves & Operational Excellence 4 of 4 100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 99.08 %
Share Ownership (1) Meets Shareholding Requirements
162,126 shares and share equivalents - $4,469,814 Met
Current Public Board Directorships
ARC Resources Ltd. Cameco Corporation EPCOR Utilities Inc.
Age: 60
Calgary, Alberta, Canada Director Since 2026 Independent
Mr. Wright has more than 35 years of experience in the global energy industry with expertise in strategy, operations, engineering, subsurface, marketing and business development. Currently, he serves on the boards of two private oil and gas companies.
Mr. Wright served as President and Chief Executive Officer of NuVista Energy Ltd. from 2011 until his retirement in 2024. During his tenure, he led the company's transformation into becoming a pure-play Montney producer. Following his retirement, he continued to serve on NuVista's board of directors until the company was successfully sold to a larger corporation in 2026. Prior to joining NuVista, he held progressively senior executive roles with Talisman Energy Ltd. including Senior Vice President of Talisman's North American Conventional Production Division. In addition, he spent six years with Shell Canada Ltd. in roles spanning operations, engineering and business development.
Mr. Wright holds both a Masters and Bachelor of Science Degree in Mechanical Engineering from the University of Saskatchewan where he received the Canadian Governor General's Academic Gold Medal.
Board Committee Membership 2025 Meeting Attendance
Board N/A
Safety, Reserves & Operational Excellence N/A
Annual Meeting Voting Results Percentage of Votes in Favour
N/A N/A
Share Ownership (1) Meets Shareholding Requirements
60,626 shares and share equivalents - $1,671,459 Met
Current Public Board Directorships
ARC Resources Ltd.
Age: 56
Calgary, Alberta, Canada Director Since 2020 President and Chief Executive Officer
Mr. Anderson was appointed President and Chief Executive Officer of ARC Resources Ltd. in 2020. In his role, Mr. Anderson has overall accountability for the Company's strategy and delivery of strong financial, operational, and ESG performance. He was appointed to the Board of Directors in May 2020.
Mr. Anderson has more than 30 years of experience working in the North American energy industry. He joined ARC in 2000 and has held progressively senior roles including Senior Vice President, Engineering and Land and Senior Vice President, Operations. In 2005, he led the technical team credited with unlocking the value of the highly profitable Montney formation by successfully drilling the first horizontal well in the play.
From 2015 - 2020, he was ARC's Senior Vice President and Chief Operating Officer where he led the Company's Montney development and production activities in northeast British Columbia and northern Alberta. During his tenure at ARC, Mr. Anderson has played a key role in the Company's transformation from a widespread royalty trust to a highly focused Montney developer. As President and Chief Executive Officer, he led a strategic business combination with Seven Generations, which resulted in the Company becoming the largest pure-play Montney producer and Canada's third-largest natural gas producer.
He holds a Bachelor of Science degree in Petroleum Engineering from the University of Wyoming. He is a member of the Association of Professional Engineers and Geoscientists of Alberta (APEGA) and British Columbia (EGBC).
Board Committee Membership 2025 Meeting Attendance
Board 6 of 6 100%
Annual Meeting Voting Results Percentage of Votes in Favour
2025 99.22 %
Share Ownership (1) Meets Shareholding Requirements
605,343 shares and share equivalents - $16,689,307 Met
Current Public Board Directorships
ARC Resources Ltd.
(1) Includes Common Shares and share equivalents held as of March 13, 2026. Share equivalents include Deferred Share Units ("DSUs") and Restricted Share Units ("RSUs") and Long-term Restricted Share Awards ("LTRSAs") for Mr. Anderson. The value is based on the March 13, 2026 closing share price of $27.57.
We believe it is critical that our Directors understand our industry and business, and bring skills and knowledge that will assist ARC in advancing its strategic objectives. We also believe that having a diverse Board is critical to broadening perspectives and ARC's long-term success.
The Board, led by the Board Chair and PBG Committee, reviews the experience, qualifications, and skills required for Directors so that the Board can meet the challenges of our business today and in the future. The results of the review are captured in ARC's Director Skills Matrix. The Skills Matrix is reviewed annually and is used to identify areas for strengthening and renewal of the Board.
Below is the Director Skills Matrix, summarizing the experience and knowledge of the Director Nominees. All Director Nominees have relevant and complementary experience in the key components of our strategic priorities. Each Director's top three areas of expertise are highlighted in green.
Director Skills Matrix
H. Kvisle
C. Banducci
D. Collyer
H. Connett
M. Culbert
D. Man
M. McAllister
M. Proctor
J. Sheppard
L. van Leeuwen-Atkins
J. Wright
T. Anderson
High-Quality Assets & Operational Excellence
Energy Industry: experience as a CEO or senior executive including commercial aspects of the business, oil and gas development and operations, technology and innovation, regulatory, marketing and strategy
√
√ √ √ √ √ √ √
√ √
Reserves Evaluation: oil and gas reserves assessment and evaluation experience √ √ √ √ √ √ √ √
Profitable Capital Allocation: experience with complex capital allocation decision-making and analysis to enhance long-term value creation
√ √ √ √ √ √ √ √ √ √ √ √
Global Experience: senior executive international business experience √ √ √ √ √ √ √ √ √ √ √
Commercial Activities & Risk Management
Strategic Planning: experience in leading and developing sustainable business strategies to create value and √
managing business development activities for short-term and long-term results
√ √ √ √ √ √ √ √ √ √ √
Major Transactions: experience leading major organizational change and/or managing significant merger and acquisition activities
√ √ √ √ √ √ √ √ √ √ √ √
Commercial Activities: experience and knowledge of strategies to proactively leverage market access opportunities and leverage potential commercial opportunities via midstream and downstream businesses
√ √ √ √ √
√ √ √
√ √
Decision Quality: proven track record in complex decision-making in the context of today's business environment and with consideration for the evolving market and societal context.
√ √ √ √ √ √ √ √ √ √ √ √
Risk Evaluation: experience in evaluating and managing a broad range of current and potential future business risks, oversight of policies and procedures to manage risk.
√ √ √ √ √ √ √ √ √ √ √ √
Information and Cybersecurity: general knowledge of risk and/or oversight responsibilities of practices and programs to identify, manage, and evaluate related risks
Financial Sustainability & Return on Investment
√ √ √ √ √ √ √ √ √ √ √
Financial Expertise: formal qualifications and/or management experience in financial reporting, internal controls, and corporate finance
√ √ √ √ √ √ √ √ √ √ √ √
Financial Literacy: ability to critically read and analyze financial statements √ √ √ √ √ √ √ √ √ √ √ √
Business Economics: experience in analysis of project and corporate returns √ √ √ √ √ √ √ √ √ √ √ √
Capital Markets: experience in capital structure and financial arrangements √ √ √ √ √ √ √ √ √ √ √
People & ESG Leadership
Health and Safety: direct experience and knowledge of industry regulations and best practices related to workplace health and safety
√ √ √ √ √
√ √ √
√ √
Environmental: experience or knowledge of the risk related to a broad range of environmental indicators (emissions, air, water) and sustainable practices and policies (including those related to climate risk)
√ √ √ √ √ √ √ √ √ √ √
Corporate Governance: experience as a senior executive and/or board member (public, private or not-for-
profit) that provides a strong understanding of requirements of good corporate governance, strong ethics, √ √ √ √ √ √ √ √ √ √ √ √
and quality decision-making
Public Policy/Government Relations: broad regulatory, political, and public policy experience in Canada and other jurisdictions. Experience working with local, provincial, and federal governments directly or through experience as a senior executive in a major public company
√ √ √ √ √ √ √ √ √ √
Human Resources and Compensation: experience with responsibility for or through public board oversight
of talent management, workplace culture, organizational design, succession planning, and public company √ √ √ √ √ √ √ √ √ √ √ √
compensation design and decision-making
The composition of the members of the Board who have been nominated for election is displayed in the graphic below.
0-4 years
5-9 years
10+ years
TENURE
Average 5.9
5
6
1
Female - 4
(33%)
GENDER
Male - 8
(67%)
40s 50s 60s 70s
AGE
Average 64.7
1
1
7
3
Corporate Governance &
ARC's Board is responsible for effective corporate governance and fostering the Company's long-term success by overseeing the development and execution of our strategy. The specific duties of the Board are set out in the Board Mandate which is reviewed annually. See Appendix C of this information circular. The following section provides an overview of the Board's key priorities.
KEY PRIORITIES OF THE BOARD
Strategy
Governance
Strategic
Financial &
Risk
Management
Board
Cultural &
Director
Board
Planning
Operational Performance
Management
Succession Planning
Committees
Ethical Business Conduct
Nomination and Diversity Policy
Effectiveness, Director Assessment & Education
Strategic Planning and Financial & Operational Performance
The Board provides oversight and guidance on the development and execution of ARC's strategic plan to achieve the Company's principal business objective, and identifies strategic, financial, and operational opportunities and risks to ARC's business. Every year, the Board commits two days for a focused strategic planning session where Directors and Management discuss strategic priorities, short- and long-term business risks, macroeconomic trends and commodity price outlook, capital allocation priorities, the long-term development plan, and commercial business development opportunities. A strategy discussion and review of new strategic opportunities is included at every Board meeting throughout the year.
Annually, Management recommends the budget for approval by ARC's Board for the following fiscal year. Any material changes to the budget throughout the year are reviewed and must be approved by the Board. ARC's financial and operational performance is formally reviewed every quarter by the Board and is continuously monitored by Management. The Short-Term Incentive ("STI") and Long-Term Incentive ("LTI") Scorecards are used as tools to monitor and assess performance against long-term objectives and annual business plans and are reviewed quarterly at each Board meeting.
Risk Management
The Board is responsible for the identification of the principal risks of the business and for ensuring that all reasonable steps are taken to implement appropriate risk mitigation plans, systems, and procedures. The Board and Management have several mechanisms in place to monitor business risk including maintaining a Business Risk Matrix that identifies risks to the organization ranked by severity and probability in the context of mitigation plans. The Business Risk Matrix forms the framework for identifying and assessing risks and mitigation strategies which are reinforced in our business principles and embedded in our culture. The Board has delegated oversight of the Business Risk Matrix to the PBG Committee which discusses existing and emerging risks throughout the year. Each Committee of the Board has defined responsibilities for risk oversight and mitigation as outlined in the Committee mandates. For mandate details see ARC's website at arcresources.com.
ARC monitors five categories of organizational risk:
Strategic
ESG Oversight
Business Environment
Operations
ESG
Organization & Systems
ARC is committed to responsible energy development and long-term profitability. The Company works closely with its employees, Indigenous partners, stakeholders, service providers and neighbouring communities to deliver on these priorities.
The following outlines the ESG oversight responsibilities of the Board, its Committees and Management:
Board ESG Oversight Responsibilities
Overall ESG strategy and risk management
Delegation of specific ESG responsibilities to committees
Climate risk and carbon emissions goals and measurement
Energy transition
Indigenous relations and social and diversity policies
Government policy and regulations
Committee ESG Oversight Responsibilities
Policy & Board Governance
Safety, Reserves & Operational Excellence
Environment and safety performance and targets
Operational impact on communities (land use, air, water, road use, noise, induced seismicity)
Review material Indigenous relationships and community impact initiatives in our operating areas
Human Resources & Compensation
Audit
Major corporate and
governance related policies delegated to the Committee or not specifically in the remit of another Committee
Code of Business Conduct and Ethics
Board composition, skills, and succession
Corporate governance structure, including Committee mandates
Monitoring the process of corporate risk identification and mitigation strategies for the Board and ensuring oversight of the risks delegated to other Committees
Social indicators including
culture, succession planning and development, workforce planning, Diversity, Equity and Inclusion ("DE&I")
Executive compensation decisions and determining and assessing the STI and LTI Scorecards' performance metrics
Reviewing the disclosure in
quarterly and annual reporting and financial filings related to ESG
Cybersecurity
Management ESG Oversight Responsibilities
Recommending ESG strategy, priorities and ESG-related capital allocation decisions to the Board
Reporting to the Board on ESG performance indicators and policy considerations
Safe, responsible execution of business plans
Information Security & Cyber Risk
ARC is committed to maintaining high standards for information security and understands the importance of transparency and accountability in managing information security risk. The availability, integrity, and confidentiality of our information is necessary for ARC to effectively conduct its business operations. Information security risk is a corporate risk subject to control and monitoring at various levels of the organization.
The Board assigns information security risk to the Audit Committee. With Management, the Audit Committee oversees ARC's information security strategy to address and mitigate cybersecurity threats.
ARC's Information Technology ("IT") team, responsible for implementing ARC's information security program, reports to the Vice President, Information Technology ("VP, IT") who regularly provides updates to Management, ensuring that information security is integrated into overall risk management practices. The VP, IT provides quarterly updates to the Board through the Audit Committee on the operational and strategic cybersecurity initiatives at ARC. These updates contain materials relating to ARC's security posture, cybersecurity metrics and measures, cybersecurity incidents, threat intelligence, phishing exercises and awareness initiatives, third-party and supply chain risk, vulnerability management and governance (including but not limited to IT general controls and Artificial Intelligence ("AI") oversight) and risk assurance activities. This ensures a clear line of communication and accountability for information security matters.
Audit Committee members are provided with education and resources via quarterly cybersecurity updates. This provides the Board with knowledge of cybersecurity trends and the continuously evolving threats on information security. This allows the Board, together with Management, to play an active role in overseeing information security risk and to take part in strategic decision-making to enhance ARC's security. In addition, the Audit Committee Chair holds the National Association of Corporate Director's Certificate for Cybersecurity Oversight through Carnegie Mellon University.
In 2025, Management formally briefed the Audit Committee four times on information security matters such as, among others, the information security road map, incident response planning, cybersecurity program maturity, operational technology ("OT") risk assessment, and results of third-party assessments.
ARC's information security program aligns with the National Institute of Standards and Technologies ("NIST") Cybersecurity Framework, an industry standard framework for managing cybersecurity. The program is also compliant with the North American Electric Reliability Corporation Critical Infrastructure Protection. ARC leverages independent third-party assessments on an annual basis to evaluate and mitigate information security risk. These engagements are conducted by recognized and accredited organizations to assess risk, test controls, and measure the progress and maturity of ARC's information security practices against industry benchmarks such as NIST.
ARC's information security program includes ongoing information security education for all employees, including quarterly awareness training and phishing exercises.
In the last three years, ARC has not had any information security breaches at the Company or at any third party that would affect ARC's business or stakeholders.
Management Succession Planning
Led by the Human Resources and Compensation Committee ("HRC Committee"), the Board is responsible for overseeing the Company's succession planning process. The HRC Committee's oversight involves engaging with the CEO to ensure a strong talent pipeline through the organization and specifically for key executive roles with a focus on identifying internal candidates, implementing specific development plans to ensure readiness and capability, and ensuring a diverse pool of candidates. In addition, the Board has engaged independent executive coaching services to provide an objective evaluation of high-potential candidates and establish formal skills development. Once a year, a succession planning meeting is held with the Board and the CEO, without other members of Management present, to engage in a comprehensive discussion on CEO succession planning and the overall talent pipeline.
To learn more about the members of the Management team refer to ARC's Annual Information Form dated March 5, 2026 or ARC's website at
arcresources.com.
Board Committees
The Board performs its mandated responsibilities, in part, through the activities of four committees. Committees meet at least quarterly, and Committee membership is reviewed at least annually. Each has a specific mandate that is reviewed and approved annually and can be found on ARC's website at arcresources.com.
Committee Current Members Summary of Responsibilities
Audit • Leontine van Leeuwen-Atkins (Chair)
Carol Banducci
Hugh Connett
Denise Man
Reviews the Company's annual and quarterly financial statements and the financial information included in ARC's prospectuses, Management's Discussion and Analysis, information circulars, Annual Information Forms and financial press releases
Recommends the appointment of, and provides oversight to, the external auditors and monitors their qualifications, independence, and performance
Provides risk oversight of financial reporting and compliance, material interests, and related party transactions
Responsible for oversight of internal controls over financial reporting, which include those related to information systems and taxation matters, and the monitoring of whistleblower complaints
Risk oversight of ARC's information technology, systems security, and its strategy to address and mitigate cybersecurity threats
Responsible for the review of other significant risk exposures of the Company including debt balances and all financing arrangements, credit exposure and associated risk, compliance with defined risk management policies, and the execution of long-term contracts
Human Resources & Compensation ("HRC")
David Collyer (Chair)
Michael Culbert
Michael McAllister
Jacqueline Sheppard
Reviews the Company's compensation programs to ensure pay-for-performance alignment, market competitiveness, and alignment with the interests of ARC's shareholders
Oversight of the STI and LTI Scorecard process including the recommendation of annual performance metrics, weightings and targets; and leads the process for the annual assessment of the accomplishments of the scorecard
Approves compensation decisions for all Named Executive Officers ("NEOs"), leads the process of annual performance review of the CEO in conjunction with the Board Chair, and provides recommendations to the Board on the compensation for the CEO
Ensures a deliberate process for succession, progression, and development is conducted within the organization and reviewed with the Board annually. In conjunction with the Chair and the Board, leads activities related to CEO succession
Assesses and manages social indicators and risk related to workforce talent management, culture, hiring practices, DE&I, human rights, succession planning, and compensation
Policy & Board Governance ("PBG")
Jacqueline Sheppard (Chair)
Carol Banducci
David Collyer
Michael Culbert
Reviews the effectiveness of the Board, Committees, and individual Board members through the annual assessment process, which includes a bi-annual 360-degree assessment
Oversees Board recruitment, composition and skills, diversity, and succession planning
Oversight of major corporate and governance-related policies delegated to the Committee, including the Code of Business Conduct and Ethics
Responsible for the corporate governance structure, including oversight of Board and Committee mandates
Monitors the process of corporate risk identification and mitigation strategies for the Board and as delegated to other Committees
Safety, Reserves • Marty Proctor (Chair) • Reviews and monitors ARC's performance with respect to health, safety and environmental
& Operational • Hugh Connett programs and activities
Excellence • Denise Man
("SROE") • Michael McAllister • Recommends environmental and safety performance metrics and targets
Leontine van Leeuwen-
Atkins • Reviews the terms of engagement of the independent qualified reserves evaluator, the conduct of
Jonathan Wright reserves and resource evaluations, and leads the annual reserves process
Reviews the efficiency and effectiveness of base operating performance and capital execution
Responsible for reviewing and monitoring operational excellence including the capital expenditure program, base operating performance, technology and innovation initiatives, Indigenous relations, and community operational impact such as land, air, water, road use, and induced seismicity
Board & Committee Membership Changes
The following Board and Committee changes occurred in 2025 and Q1 2026:
Denise Man was appointed to the Board on May 2, 2025 and joined the Audit Committee.
Effective in the third quarter 2025, Michael Culbert stepped down from the SROE Committee and joined the PBG Committee. At this time Denise Man joined the SROE Committee.
Also effective in third quarter 2025, Michael McAllister stepped down as Chair of the SROE Committee and Marty Proctor was appointed.
Effective February 5, 2026, Jonathan Wright was appointed to the Board and joined the SROE Committee.
Culture & Ethical Business Conduct
Strong governance policies and practices promote effective decision-making at the Board level and across the organization. We take pride in our disciplined culture which is built on our values of respect, integrity, trust, and community. These values are embraced at the Board level and extended throughout the organization. Our high standard of business conduct and belief in doing what is right have been critical in building and maintaining ARC's reputation among shareholders, employees, business partners, government, regulatory partners, Indigenous communities, and other stakeholders.
Our Code of Business Conduct and Ethics (the "Code") reinforces our expectation that all Directors, Management, employees, and Company representatives will conduct themselves with a high standard of professionalism and ethical behaviour, and we require each individual to read and sign-off annually to indicate their understanding. The Code specifically outlines the standards required for business integrity, accuracy of records and reporting, conflicts of interest, insider trading, protection and proper use of the Company's assets, reporting of illegal or unethical behaviour, and other matters.
In addition, ARC has a Code of Ethics for Senior Financial Officers and a quarterly certification process to ensure their compliance with ethical business conduct, financial reporting requirements and filings, and accurate reporting of operational results. The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") sign this Code of Ethics for Senior Financial Officers to indicate their compliance, and it is reviewed by the PBG Committee each quarter. These documents can be referred to on ARC's website at arcresources.com and under ARC's SEDAR+ profile at sedarplus.ca.
Conflicts of Interest & Related Party Transactions
Pursuant to the Business Corporations Act (Alberta), a Director or Officer who is party to a material contract or transaction with the Corporation or has a material interest in any person who is a party to a material contract or transaction with the Corporation is required to disclose the conflict or potential conflict and to abstain from voting on the matter at any Board meeting where the matter is being discussed or considered. It is also the practice of the Board to excuse affected Directors from that portion of the meeting in which such a contract or transaction is discussed.
To the extent that such contract or transaction constitutes a related party transaction under applicable Canadian securities law, the Audit Committee will review all the relevant facts and circumstances and approve or disapprove entry into the transaction. The Committee will consider, among other factors, whether the transaction is on terms no more favourable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person's interest in the transaction. The Audit Committee is responsible for reviewing all related party transactions and ensuring the nature and extent of such transaction is properly disclosed.
Related party in this context means:
individuals who are considered key management personnel, including Officers and Directors of ARC, and close members of the individual's family; and
any entities that the above individual's control, jointly control, have significant influence over, or serve as key management personnel or Directors.
A related party transaction is a transfer of resources, services, or obligations between a reporting entity and a related party, regardless of whether a price is charged.
These legal requirements are all reinforced by ARC's Code of dealing with conflicts of interest which is signed annually by all Directors, Officers and employees.
To proactively identify potential conflicts of interests and related party transactions, ARC's Directors and Officers verify in a written confirmation their roles and other interests with companies and organizations other than ARC. This information is provided to the Audit Committee on a semi-annual basis.
As of the date of this information circular, no such conflicts of interest or related party transactions have been identified.
Disclosure & Insider Trading and Anti-Hedging Policy
ARC has adopted a Disclosure & Insider Trading Policy to ensure communications by ARC with the public are timely, factual, accurate, and broadly distributed in accordance with all applicable legal and regulatory requirements, and to promote the understanding of applicable legal and regulatory requirements among ARC's Directors, Officers and employees.
The Disclosure & Insider Trading Policy also outlines those Directors, Officers, and employees of ARC, with limited exception, who are not permitted to knowingly sell, directly or indirectly, a security of ARC they do not own or have not fully paid for or to, directly or indirectly, buy or sell an option on a security of ARC.
Interlocking Boards
The Charter of the Board of Directors does not specifically prohibit interlocking Board positions, and when Directors share common Board memberships, the Board examines the situation to determine whether there are material relationships that may affect a Director's independence. Our nominated Directors currently do not serve on any common boards.
Director Independence
The PBG Committee which is comprised entirely of Independent Directors, reviews the composition of the Board and its Committees annually and, in conjunction with the Board Chair, is responsible for Director renewal and recruitment of new candidates to the Board. Independent Directors meet in-camera without Management at each meeting of the Board and its Committees.
The Board has determined that the majority of the Directors (11 of the 12) standing for election are independent within the meaning of National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"). Terry Anderson, the current President & CEO of the Company, is not considered independent. Marty Proctor was the former President & CEO and a director of Seven Generations Energy Ltd. which merged with ARC Resources in April 2021. Our Board has concluded that Marty Proctor is independent and capable of exercising independent judgment after considering, among other things:
five years have passed since he was a Director, Officer and employee of Seven Generations Energy Ltd.;
there are no outstanding long-term incentives granted to him relating to the period when he was a Director, Officer or employee of Seven Generations Energy Ltd.; and
his candidacy falls within the statutory guidance with respect to the meaning of independence contained in NI 58-101.
It is ARC's practice that the Board Chair is independent. Details of the roles and responsibilities of the Board Chair are outlined in the Terms of Reference which is available on ARC's website at arcresources.com.
Active Engagement with Shareholders
We regularly engage with our shareholders to build trust and ensure ongoing communication involving our corporate strategies, business plans, and results. Management meets regularly with institutional shareholders and investment advisors, which includes one-on-one meetings and participation in investor conferences. Our Board Chair and other Committee Chairs are also available to meet with shareholders as appropriate.
In addition to conferences and meetings, ARC also provides shareholder engagement opportunities through:
its Annual Meeting
hosting quarterly conference calls to communicate financial and operational results
publishing quarterly investor presentations
disclosing quarterly financial reports and news releases
providing regular updates to ARC's website and social media channels
responding to investor inquiries through an electronic inbox and through a toll-free line for shareholders ([email protected] or 1-888-272-4900)
providing direct access to the Board through a Board of Directors email ([email protected])
We also consider recommendations of proxy advisory firms and organizations that represent or advise shareholders on matters of governance, such as Institutional Shareholder Services; Glass, Lewis & Co.; and the Canadian Coalition for Good Governance.
Director Nomination & Diversity Policy
Director Nomination Process
In the event of a vacancy or an experience gap on the Board and to ensure that the Board accesses a broad and diverse pool of the best qualified individuals, the Board Chair, with the PBG Committee and the CEO, leads the process of Board renewal and succession, retaining an external search firm to help identify candidates for future Directors. The Board Chair and the PBG Committee, with input from the CEO, evaluates prospective Director candidates and their relevant skills and experience as it relates to the Director Skills Matrix, current Board composition, diversity, and future strategic plans of the organization. Once potential candidates have been determined, a comprehensive interview process is conducted.
New Board members are recruited with the expectation that they will serve for a minimum of seven years, subject to performance, personal circumstances, and ARC's majority voting policy. The Board believes that diversity on the Board provides a broad range of perspectives and insights and therefore seeks new Board members who have a variety of skills, thoughts, backgrounds, and experience to serve the current and future needs of ARC.
Annually in advance of each Annual Meeting, the Board Chair and the PBG Committee review the list of Directors and their requisite skills and experience in the context of our internal Board Renewal Guidelines, to be nominated for election at the Annual Meeting and recommends such nominees to the Board.
Diversity, Equity & Inclusion Policy
The Board believes that an informed and engaged team with a diverse mix of expertise, experiences, perspectives, and backgrounds is a critical component of the Board's effectiveness and the Company's success. The Board believes this should be evidenced by the diverse representation of highly qualified individuals on the Board, in Management, and throughout the organization. Our Board and Management succession, progression, and development processes are designed to support the recruitment and development of highly qualified candidates including consideration for female and ethnically diverse candidates.
ARC is a member of the 30% Club and has a formal DE&I Policy which can be found at arcresources.com. Within this policy, the Board has set a target of 30 per cent gender diverse representation on our Board. The Board has currently achieved this target with the Board comprised of 33 per cent female representation.
Additionally, ARC established a corporate goal of having a diverse, equitable, and inclusive workplace where 100 per cent of our employees feel respected and that they belong. ARC took specific action toward this goal by forming an employee advisory team to partner with the executive team to prioritize key objectives and focus on areas that matter most to employees. Our targets, and more importantly, our actions and results, reflect our commitment to a workplace that creates a sense of belonging and promotes diversity of thought to deliver high-quality decision-making and strong corporate performance.
Board Effectiveness & Director Assessment and Education
Board Effectiveness
To ensure Board members, Committees, and processes remain effective, a thorough evaluation of Board effectiveness and performance is conducted on an annual basis. Each Director completes an anonymous questionnaire, which offers an opportunity to provide feedback on the effectiveness and performance of the Board and its Committees. The results of the questionnaire are analyzed by the Board Chair and the PBG Committee, who determine whether any changes are needed at the Board level, including to Board processes, mandates, composition, or Committee structure. While this is an ongoing discussion, the Board formally meets each year to review the results of the evaluation and to discuss ways to improve the effectiveness and efficiency of the Board. The Board Chair meets individually with each Director to discuss the same on a one-on-one basis.
Director Assessment & Education
To ensure strong performance and contributions from all members of the Board, regular individual performance assessments and requirements for continuous education and improvement is a practice of the Board. Every two years, Directors complete a 360-degree assessment whereby each Director completes a self-assessment of his or her skills and contributions and provides feedback on the other Directors, including the Board Chair. The CEO also participates in the 360-degree process and is additionally evaluated as part of Management each year. Each Director receives their 360-degree report, and the results and feedback are reviewed. The Board Chair meets with each Director individually to engage in a two-way discussion on the report feedback with an emphasis placed on maximizing the contribution of each Director and continually improving the overall effectiveness of the Board. Each Director is provided the opportunity to provide feedback directly to the Chair.
When a new Director joins the Board, we conduct an orientation to educate the new Director on ARC's strategy, operations, financial performance, and governance practices.
The orientation process includes:
one-on-one meetings with multiple executives and other Directors
an invitation to attend all Committee meetings of the Board
a review of recent operational and financial information, as well as governance documents and information relating to the duties and obligations of a Director
field visits to familiarize the Director with ARC's operations
training in the technology platforms used by the Board
Continuing education is an important requirement of Directors. We reimburse Board members for attending external educational courses as well as for membership dues for each of the Directors in organizations that support them in their role.
In addition to pursuing individual educational initiatives, Directors are kept informed of developments in the Company and the energy sector through the following:
a quarterly review of the STI Scorecard and other reports on operational and financial performance, macro environment updates, technology and innovation, market access and contract reviews, business development, ESG, human resources, and corporate governance best practices and policy updates
guest speakers and external advisors to provide additional external strategic perspectives
an annual field visit to tour ARC's operations and meet employees
quarterly updates through each Committee on best practices, industry benchmarking, trends, and policy updates
regular updates from ARC's legal counsel on material changes in securities regulations and corporate governance matters
During 2025, Directors collectively participated in more than 100 internal and external continuing education opportunities. All of ARC's Directors are actively engaged in staying up-to-date with, among other things, trends in the energy industry, climate-related policies and emissions performance, social and governance topics, executive compensation, information technology and cybersecurity (including developments in AI), the state of the economy, policy and regulatory developments, market fundamentals and socioeconomic issues that may affect ARC's business, operations, and financial condition.
Director Compensation &
The compensation program for ARC's non-executive Directors is designed to attract and retain high-quality individuals with the experience and capability to meet the responsibilities of a Director and to align the interests of Directors with those of the Company, shareholders, and stakeholders. The Board reviews Director compensation annually by analyzing information circulars of ARC's peer group together with a review of Director compensation surveys performed by third parties, to ensure that the composition of ARC's Director compensation program is appropriate, and that total Director compensation is competitive. For information on ARC's Director compensation peer group, see "Compensation Philosophy" in this information circular.
ARC's Director compensation program consists of both a cash and an equity-based component awarded in the form of DSUs. The maximum cash component received is 40 per cent of total compensation, with the remaining compensation received in the form of DSUs. A Director may elect to receive up to 100 per cent of their compensation in the form of DSUs. DSUs vest immediately upon grant but cannot be redeemed until the holder ceases to be a Director. This reinforces long-term thinking, reduces unnecessary risk taking and aligns Director compensation with the interests of our shareholders. Each Director has until December 1st in the calendar year following the date on which they cease to be a Director to redeem their awards.
In consultation with a third-party, ARC reviewed its Director compensation and as a result we increased the Director retainer fee by four per cent. In addition, we increased the HRC, PBG and SROE retainers from $15,000 to $20,000. Below is our current fee schedule as at July 1, 2025:
Position Cash Mandatory DSUs
Total Retainer
Board Chair $178,000 $267,000
$445,000
Board Member $104,000 $156,000
$260,000
Audit Committee Chair $10,000 $15,000
$25,000
Other Committee Chairs $8,000 $12,000
$20,000
Total Director Compensation
The following table presents the total compensation provided to each non-executive Director in 2025.
Board Chair or Committee Total
Director
Retainer
Portion Taken Portion Taken as DSUs (1) as Cash
Hal Kvisle $445,000 $- $445,000
$445,000 $-
Carol Banducci $255,000 $- $255,000
$255,000 $-
David Collyer $255,000 $17,500 $272,500
$190,818 $81,682
Hugh Connett $255,000 $- $255,000
$153,077 $101,923
Michael Culbert $255,000 $- $255,000
$255,000 $-
Denise Man (2) $172,619 $- $172,619
$172,619 $-
Michael McAllister $255,000 $7,500 $262,500
$157,555 $104,945
Marty Proctor $255,000 $10,000 $265,000
$159,056 $105,944
Jacqueline Sheppard $255,000 $17,500 $272,500
$272,500 $-
Leontine van Leeuwen-Atkins $255,000 $25,000 $280,000
$168,063 $111,937
Member
Chair Retainer
Compensation
DSUs are granted quarterly based on the five-day volume weighted average price prior to the quarter-end.
Ms. Man joined the Board on May 2, 2025 and her fees have been pro-rated.
Director
Number of DSUs (1)
Value (2)
The table below illustrates the number and value of the outstanding DSUs held by each Director as of December 31, 2025.
Hal Kvisle
480,762
$12,379,622
Carol Banducci
52,635
$1,355,351
David Collyer
135,765
$3,495,949
Hugh Connett
11,501
$296,151
Michael Culbert
17,554
$452,016
Denise Man
6,543
$168,482
Michael McAllister
51,055
$1,314,666
Marty Proctor
43,037
$1,108,203
Jacqueline Sheppard
232,852
$5,995,939
Leontine van Leeuwen-Atkins
160,816
$4,141,012
The number of DSUs includes dividends paid on Common Shares.
Value based on closing share price of Common Shares of $25.75 on December 31, 2025.
DSUs vest immediately upon grant but cannot be redeemed until the holder ceases to be a Director. No DSUs were redeemed in 2025.
Directors are required to hold three times their total annual retainer (including DSUs). Directors have five years from the date they are appointed to attain these holdings. As of December 31, 2025, and as outlined below, all non-executive Directors meet or exceed the minimum share ownership requirement. Hugh Connett has until 2029 and Denise Man until 2030 to meet the share ownership requirement.
Director
Common Shares
Value as a Meets Minimum
DSUs (1)
Total
Value (2)
Multiple of Share Ownership An er
nual Retain Requirements
Hal Kvisle 170,000 480,762 650,762 $16,757,122 37.7 Yes
Carol Banducci 8,782 52,635 61,417 $1,581,488 6.1 Yes
David Collyer 20,000 135,765 155,765 $4,010,949 15.4 Yes
Hugh Connett 1,500 11,501 13,001 $334,776 1.3 No
Michael Culbert 13,547 17,554 31,101 $800,851 3.1 Yes
Denise Man - 6,543 6,543 $168,482 0.6 No
Michael McAllister 130,738 51,055 181,793 $4,681,170 18.0 Yes
Marty Proctor 251,909 43,037 294,946 $7,594,860 29.2 Yes
Jacqueline Sheppard 8,864 232,852 241,716 $6,224,187 23.9 Yes
Leontine van Leeuwen-Atkins - 160,816 160,816 $4,141,012 15.9 Yes
The number of DSUs includes dividends paid on Common Shares.
Value based on closing share price of Common Shares of $25.75 on December 31, 2025.
Compensation
On behalf of the HRC Committee, I am pleased to provide an overview of ARC's performance and its impact on the pay decisions made for the CEO and other NEOs of ARC.
2025 Performance
ARC uses a balanced scorecard approach incorporating both quantitative and qualitative metrics aligned with key business objectives and delivery of returns to shareholders. At the year-end 2025 meetings, the HRC Committee and the Board assessed ARC's performance against the discrete STI Scorecard for 2025 and the LTI Scorecard for the three-year period from 2023 - 2025. The 2025 STI Scorecard informed bonus payments awarded to executives for 2025 performance. The preliminary assessment of the 2023 - 2025 LTI scorecard informs the performance multiplier that is applied to Performance Share Unit ("PSU") awards vesting in 2026, with the final performance multiplier determined based on ARC's relative total shareholder returns ("TSR") calculated at the dates of vesting.
In many respects, ARC continued to deliver strong overall corporate performance in 2025, exemplified by excellent safety performance, record annual production, market diversification that resulted in strong price realizations, strategic acquisitions, a robust balance sheet and significant increase in funds from operations and free funds flow.
Notwithstanding these strong results, the STI and LTI Scorecard assessments reflect some challenges in 2025. Overall production was below the lower end of the scorecard target range and operating costs per boe exceeded the upper end of the range, due to increased water disposal handling costs and lower production volumes. ARC's TSR decreased compared to prior years, as ARC's share price declined more than its defined peer group.
David Collyer
Chair, HRC Committee
2025 Performance Highlights (STI):
Strong safety performance: Safety is ARC's #1 priority. ARC observed a 36 per cent reduction in injury incidents compared to 2024 and outperformed all safety targets, which is notable given the high levels of activity and operational complexity in 2025.
Record annual average production: Achieved record annual average production of 374,336 boe per day, including record average crude oil and condensate production of 106,984 bbl per day, driven primarily by growth in the Kakwa and Attachie areas. The business decision was made to curtail nearly 400 MMcf per day of natural gas at Sunrise to preserve profitability and capital.
Record Reserves: Achieved record reserves across all categories. Proved developed producing ("PDP") and total proved probable ("2P") reserves increased by 15 per cent and nine per cent respectively, compared to 2024. For the 18th consecutive year, ARC replaced greater than 120 per cent of 2P reserves.
Strategic market diversification: Realized an annual average natural gas price of $3.51 per Mcf(1) which was 89 per cent or $1.65 per Mcf greater than the average AECO 7A Monthly Index price, resulting in a realized natural gas price that exceeded AECO by 20 per cent or greater.
Strong financial performance: Safely and efficiently executed a $1.9 billion capital program to drill 144 wells and complete 157 wells that generated funds from operations of $3.2 billion(1) ($5.48 per share(1)) and free funds flow of $1.3 billion(1) ($2.20 per share(1)).
2023 - 2025 Performance Highlights (LTI):
Strategic acquisitions to enhance long-term profitability: Advanced key elements of ARC's portfolio management strategy, including the opportunistic acquisition of assets at Kakwa and adding 36 new sections of land at Attachie through a unique agreement with Tsaa Dunne Za Energy Limited Partnership - a limited partnership owned by Halfway River First Nation.
Enhanced market access and diversification: Significantly advanced downstream business development strategy, including signing a second long-term natural gas supply agreement with Cheniere, entering a long-term liquefaction tolling services agreement with Cedar LNG and securing a long-term sale and purchase agreement with ExxonMobil Asia Pacific ("EMLAP") for ARC's LNG offtake at the Cedar LNG Project.
Achieved emissions reduction: Achieved internal reductions targets for green house gas ("GHG") and methane emissions.
Top-decile Strength of the Workplace results: ARC was the top-performing company compared to the Monark energy index and demonstrated continuous improvement in the overall score over the three-year period.
Pay Decisions
Following a comprehensive review of the year-end results relative to the STI Scorecard metrics and targets established for 2025, the Board approved an overall STI Scorecard score of 1.43 (in the range of "Perform" to "Outperform"). While the HRC Committee and the Board are pleased with the overall results delivered by the ARC team, as noted, performance did not meet expectations in some key areas. Production performance did not meet expectations and impacted the results of several other key performance metrics. For the purposes of determining executive bonus awards for 2025, the STI Scorecard score is weighted at 80 per cent and individual performance at 20 per cent. The 2025 bonuses awarded to executives for 2025 were lower than those awarded in 2024.
Additionally, components of the 2023 - 2025 LTI Scorecard were assessed, except for final determination of the three-year relative TSR, which is calculated at the date of vesting of the 2023 PSU grants in March and September 2026. The HRC Committee and the Board recognized the strong strategic achievements of ARC over the three-year period. The final LTI Scorecard score will be applied to the PSU awards vesting in
2026.
Details of both the STI and LTI performance assessments can be found in the 2025 Performance and Compensation section.
Summary
An overview of ARC's compensation philosophy, programs and approach along with a more detailed description of compensation paid in 2025 can be found in the following section. We encourage you to read these materials, as they include information relevant to your "say on pay" vote.
ARC endeavours to pay executives competitively in the market, to ensure compensation reflects performance and is aligned with the experience of shareholders. We have consistently received strong shareholder support of our approach to executive compensation and at the 2025 Annual Meeting, received a favourable "say on pay" vote of 98.17 per cent.
We welcome and will consider all feedback from our shareholders. I can be contacted via [email protected], attention: David Collyer. Sincerely,
David Collyer
Chair, Human Resources & Compensation Committee
This is a specified financial measure. See "Non-GAAP and Other Financial Measures" contained within this information circular and in ARC's Management's Discussion & Analysis as at and for the three months and year ended December 31, 2025 (the "2025 Annual MD&A") for additional disclosure, which information is incorporated by reference, available on ARC's website at arcresources.com and on SEDAR+ at sedarplus.ca.
Risk Mitigation Policies & Practices
The Board and the HRC Committee provide risk oversight of the Company's compensation plans. The Board is committed to strong governance and reviews the risk implications of ARC's compensation policies and practices on a regular basis. As part of the HRC Committee's oversight responsibilities for the design, assessment and administration of the Company's executive compensation programs, the HRC Committee identifies and regularly reviews design features and processes to ensure consistency with market practice, good governance, and prevention of excessive risk-taking.
The HRC Committee did not identify risks that are likely to have a material adverse effect on the Company. ARC has adopted the following risk mitigation policies:
HRC Committee & Mandate
The Board delegates certain responsibilities to the HRC Committee which consists of all independent Directors who are experienced and qualified.
The HRC Committee leads a formal process following the annual budget to establish STI and LTI Scorecard performance metrics and targets to align on key objectives and measure performance through the established periods.
The HRC Committee leads a formal process and recommends to the Board the annual assessment of the accomplishments of the STI and LTI Scorecards and reviews individual executive performance to ensure compensation outcomes align with performance.
The HRC Committee leads the process of establishing annual executive compensation targets, which includes reviewing benchmarking information for ARC's executive compensation peer group to ensure market competitive compensation and consistency with market practice.
Compensation targets and payments for executives are reviewed and approved by the HRC Committee, except for the CEO which is recommended to the Board for final approval. No bonus payments are awarded to executives until after year-end results are finalized and approved by the Board.
At-Risk Pay
All executives participate in the same compensation plan.
Executives have a significant portion (approximately 70 per cent) of their total compensation that is "at-risk" and subject to performance achievements established through the STI and LTI Scorecards.
Approximately 65 per cent of executive total compensation is comprised of LTI. The PSU performance multiplier can result in zero payment and a maximum of two times. PSUs vest after three years and are linked directly to defined LTI Scorecard performance metrics, including 50 per cent weighted to relative TSR against the PSU peer group.
Approximately 15 per cent of executive total compensation is comprised of STI. Annual bonus payments are based on individual and corporate performance. An annual STI Scorecard is established with discrete performance metrics and targets which is weighted at 80 per cent and the overall payment can range from zero to 200 per cent of an executive's target bonus based on the STI Scorecard and individual performance assessments.
Say on Pay
Since 2011, we have held an annual "say on pay" vote to allow shareholders to express their views on our approach to executive pay.
We have consistently received strong shareholder support of our approach to executive compensation and at the 2025 Annual Meeting, received a "say on pay" vote of 98.17 per cent.
In 2025, we engaged in over 200 investor relations meetings to communicate ARC's performance and strategy and provide an opportunity for feedback from shareholders on our compensation and governance practices.
Independent Advice
The HRC Committee receives objective advice and perspective from an independent external advisor. This advice is considered when determining overall program design, market trends and practices, annual executive pay and performance, and the competitiveness of our programs, including relative to our compensation peer group.
The HRC Committee has worked with Mercer as their compensation advisor from 2004 - 2023. In 2024 and 2025, Mercer was engaged to provide compensation data for executive team members and Laulima Consulting was engaged as our primary compensation advisor. In this capacity, Laulima regularly attended HRC Committee meetings to provide market updates and advice on various topics including ARC's executive compensation peer group, executive compensation and Director compensation. The fees paid to Mercer and Laulima for
executive compensation are summarized below.
Advisor
2024
2025
Mercer
$139,582
$49,350
Laulima Consulting
$116,261
$77,930
Total
$255,843
$127,280
Clawback Policy
ARC has an executive Clawback Policy that permits the Board to recoup cash bonuses and other incentive compensation paid or awarded to an Officer in the event that:
an executive engaged in willful misconduct or fraud which had a detrimental effect on the Corporation and/or its subsidiaries, regardless of whether there was a restatement of all or part of the Corporation's financial statements; or
the Corporation is required to restate its financial statements because of material non-compliance with any financial reporting requirements under any applicable rules and the executive engaged in willful misconduct that caused or substantially caused the need for the restatement.
The Clawback Policy also authorizes the Board to recoup cash bonuses and other incentive compensation awarded to all Officers if, regardless of fault on the part of any one Officer, the Company is required to restate its financial statements and the Board determines that less incentive compensation would have been paid to the Officers based on the restated financial results.
Change-of-Control Agreements
All executives have an employment agreement that outlines the terms of their employment arrangement and ARC's obligations in the event of a change of control. Change-of-control events include a double trigger requirement for any termination benefit. Specific details of the termination and change-of-control requirements are provided later in this document.
CEO Post-Retirement Holding Period
The CEO is required to hold Common Shares and/or share equivalents with a minimum value of five times their base salary for one-year following their retirement. In addition, ARC has an inherent hold period for all executives as all LTI continue to vest on schedule after retirement.
Executive Share Ownership Requirements
ARC has ownership requirements for its executives to further align executive and shareholder interests. The minimum share ownership requirements are as follow:
CEO - five times base salary
Senior executives - three times base salary
All other executives - two times base salary
Executives have five years to accumulate the minimum number of shares and/or share equivalents that are required.
ARC's policy includes Common Shares owned and share equivalents including LTRSAs and RSUs valued at the current market price. We do not include any PSUs or option-based awards as they can have no value.
All NEOs currently exceed the minimum share ownership requirement.
The following table details the ownership holdings of ARC's NEOs and their requirements as of December 31, 2025:
Required Share Ownership
Number of Common Shares
NEO
(base salary
multiple)
& Share
Equivalents (1)
Value (2)
Multiple of
Base
Meets
Requirement
Terry Anderson
5
600,596
$15,465,347
21.3
Yes
Kris Bibby
3
217,137
$5,591,278
11.2
Yes
Armin Jahangiri
3
138,703
$3,571,602
7.1
Yes
Ryan Berrett
3
91,383
$2,353,112
5.7
Yes
Lisa Olsen
3
137,117
$3,530,763
9.3
Yes
Includes all Common Shares owned as well as all RSUs and LTRSAs including accumulated dividends.
Based on the December 31, 2025 closing price for ARC's Common Shares of $25.75.
The following table details the holdings of our CEO as of December 31, 2025. Mr. Anderson holds over five times his base salary in Common Shares:
Element Number Held (1) Value (2)(3)
Common Shares
353,520
$9,103,140
LTRSAs
172,990
$4,454,493
RSUs
74,086
$1,907,715
Total Common Shares & Share Equivalents 600,596 $15,465,347
PSUs
495,392
$14,797,893
Total 1,095,988 $30,263,240
Includes all Common Shares owned as well as all RSUs, PSUs, and LTRSAs including accumulated dividends.
Based on the December 31, 2025 closing price for ARC's Common Shares of $25.75.
PSUs are valued using the performance multipliers as of December 31, 2025.
ARC's executive compensation programs are designed to:
provide market competitive compensation to attract, retain, and motivate executives to drive superior forward-looking performance;
reward executives for achievement of defined individual and corporate performance objectives (pay-for-performance) which align with, and reinforce, business strategy, organizational culture, and operational priorities of the Company; and
align the interests of executives with the interests of stakeholders and demonstrate that compensation is tied to performance and the
experience of the shareholder (pay at-risk, granted versus realized compensation).
Market Competitiveness
ARC has been successful due to its ability to attract, retain, and motivate experienced and talented executives. We have designed a competitive compensation plan in which executive total compensation is targeted around the median of ARC's executive compensation peer group with the opportunity for realized pay to be above or below median, commensurate with individual and corporate performance.
To determine annual executive base salaries, bonus targets and LTI targets and pay mix, the HRC Committee reviews the established executive compensation peer group's compensation data based on each executive's role. The peer group compensation data is gathered from publicly disclosed compensation in Management Information Circulars. In addition, the HRC Committee consults with external compensation advisors to review this compensation data and other sources of compensation data to understand market trends and movement and to establish the annual executive targets.
Executive Compensation Peer Group
The executive compensation peer group is determined annually by comparing ARC's production, revenue, and enterprise value to certain Canadian upstream, midstream and integrated energy companies publicly traded on the Toronto Stock Exchange ("TSX"), limited to those companies that are one quarter to four times the size of ARC based on production and enterprise value. ARC's size is at the median of this peer group. In 2025, Veren Energy was removed as they were purchased by Whitecap Resources Inc.
Based on the selection criteria and process outlined above, ARC's 2025 executive compensation peer group consisted of the following 13 companies:
Baytex Energy Corp. Paramount Resources Ltd.
Canadian Natural Resources Ltd. Pembina Pipeline Corp.
Cenovus Energy Inc. Peyto Exploration & Development Corporation
Imperial Oil Ltd. Suncor Energy Inc.
Keyera Corp. Tourmaline Oil Corp.
MEG Energy Corp. Whitecap Resources Inc. Ovintiv Inc.
Pay-for-Performance
We believe that linking executive pay directly with defined corporate and individual objectives encourages performance and reinforces our business strategy, organizational culture, and operational priorities. We use a deliberate, disciplined process to determine individual and corporate performance targets which underscores ARC's commitment to good governance and alignment with shareholder interests.
Designed to align with the four areas of ARC's corporate strategy - People & ESG Leadership; High-Quality Assets & Operational Excellence; Commercial Activities & Risk Management; and Financial Sustainability & Return on Investment - the STI and LTI Scorecards have discrete metrics and targets. Combined, the two Scorecards represent a holistic measure of overall Company performance that provides clarity and focus for the Company and is the basis for frequent and in-depth discussion with the Board, Management and employees throughout the performance period.
The STI Scorecard is reviewed annually in conjunction with the approval of the annual budget and business plan. The assessment of performance for the STI Scorecard metrics and targets occurs after the annual year-end results are finalized and is used to determine the pool for executive and employee bonus payments.
The LTI Scorecard is also reviewed annually to ensure it aligns with the Company's long-term strategic priorities. The assessment of the LTI Scorecard performance occurs at the end of the three-year performance period, and includes a weighting of 50 per cent based on relative TSR performance over the three-year period. The LTI Scorecard assessment is used to determine the performance multiplier for the PSUs vesting at the end of the period.
A review of the Scorecards includes quarterly updates with the Board and oversight responsibilities of Committees on specific performance metrics throughout the year. At year-end, the CEO prepares a comprehensive report that provides the details of the Company's accomplishments against the STI and LTI Scorecard metrics and targets. The CEO meets with the Board Chair and the HRC Committee Chair to review the report in detail. Following this meeting, the HRC Committee Chair obtains input from the other Committee Chairs and the HRC Committee and prepares an assessment of the STI and LTI Scorecards' performance for recommendation to the Board.
The recommendation considers the discrete metrics and targets for each of the STI and LTI Scorecards and the overall performance accomplishments in each of the four strategic areas. A rating is assigned to each strategic area, which is then aggregated to determine the final performance assessment score for the STI and LTI Scorecards. A special Board meeting occurs in January of each year to review the report prepared by the CEO and for the HRC Committee Chair to provide the recommendations for discussion with the Board. The final Scorecard assessments are approved by the Board following the review of year-end results at the fourth quarter Board meeting.
Alignment with Shareholders
Elements of Compensation
The components of compensation are base salary, annual bonus, and long-term incentives which are comprised of RSUs and PSUs. The majority of ARC's executive compensation is variable and at-risk, so as to create alignment with Company performance and the interests of our shareholders.
Compensation Element
Purpose
Performance Period and Target Setting
Program Mechanics and Performance Assessment
Base Salary Market competitive fixed compensation to attract and retain talent
Annual
Target median of the market
Reflective of role responsibilities, experience and skills
Annual Bonus
(STI)
Reward achievement of Annual short-term defined
corporate and individual performance targets
This component of compensation is considered at-risk and is not guaranteed
Executive targets are set at the median of the peer group based on performance, scope of responsibility, and experience
STI Scorecard performance metrics, targets, and weightings are set annually following the annual budget approval
STI Scorecard Strategic Areas and Weightings:
20% - People & ESG Leadership
40% - High Quality Assets & Operational Excellence
15% - Commercial Activities & Risk Management
25% - Financial Sustainability & Return on Investment
Payments are determined through the assessment of the performance targets. A rating is assigned to each strategic area, which is then aggregated to determine the final performance assessment score
Executive weightings are 80% to the STI Scorecard and the overall payment can range from 0% - 200% based on Company and individual performance
RSUs
(LTI)
Reward achievement of absolute share price performance, create retention and alignment with the interests of shareholders
RSUs vest one-third per annum over a three-year period
Allocation of RSUs is 20% of the total LTI award for executives
Annual grant levels are determined based on responsibilities, comparative market data and performance, and are approved by the HRC Committee and in the case of the CEO, the Board
Grants to executives are made twice per year in March and September
Upon vesting, the executive receives a cash payment based on the fair value of the underlying Common Shares plus accrued dividends
PSUs
(LTI)
Reward achievement of PSUs vest fully at the end of the three- LTI Scorecard performance metrics, targets, and weightings are long-term defined year period (cliff vest) set annually and are assigned to the PSU grants made in the corporate performance year
metrics and targets, Allocation of PSUs is 80% of the total
including relative TSR on LTI award for executives LTI Scorecard Strategic Areas and Weightings: an absolute and relative • 15% - People & ESG Leadership
basis Annual grant levels are determined • 20% - High Quality Assets & Operational Excellence based on responsibilities, comparative • 15% - Commercial Activities & Risk Management market data and performance, and are • 50% - Financial Sustainability & Return on Investment approved by the HRC Committee and (relative)
in the case of the CEO, the Board
The performance multiplier is determined through the
Grants to executives are made twice assessment of the LTI Scorecard performance targets at the end per year in March and September of the three-year period. A rating is assigned to each strategic
area, which is then aggregated to determine the final performance multiplier which can range from zero to two times.
The TSR peer group is determined using upstream and integrated energy companies traded on the TSX with production greater than 80,000 boe per day and is measured on a sliding scale between zero and two times based on ARC's relative TSR performance
Upon vesting, the executive receives a cash payment based on the fair value of the underlying Common Shares plus accrued dividends, subject to the performance multiplier
Other Compensation
ARC offers all employees a comprehensive benefits program. In addition, ARC provides all employees with a Company match through the savings plan. ARC provides all employees with a two-times match of up to six per cent of base salary which can be directed toward the purchase of ARC shares and/or investment funds in registered or non-registered accounts within a group plan.
ARC does not have a pension plan.
Named Executive Officers
The CD&A provides information on our executive compensation program and covers the compensation provided to our 2025 NEOs identified in the table below.
Named Executive Officer Position
Terry Anderson President & Chief Executive Officer
Kris Bibby Senior Vice President & Chief Financial Officer
Armin Jahangiri Senior Vice President & Chief Operating Officer
Ryan Berrett Senior Vice President, Marketing
Lisa Olsen Senior Vice President, People & Corporate
Compensation Mix
The graph below illustrates the target compensation pay mix and at-risk pay for the CEO, as well as the average and at-risk pay for all other NEOs. Approximately 89 per cent of the CEO's compensation and an average of 81 per cent of other NEO's compensation is at-risk. At-risk pay includes bonuses, RSUs, and PSUs.
CEO Compensation
The following table summarizes target compensation for the CEO over the past five years.
Compensation Component
2021
2022
2023
2024
2025
Base Salary
$ 600,000
$ 630,000
$ 660,000
$ 700,000
$ 725,000
Bonus
$ 650,000
$ 750,000
$ 750,000
$ 900,000
$ 950,000
RSUs & PSUs
$ 2,797,500
$ 3,250,000
$ 3,750,000
$ 4,200,000
$ 4,662,500
Total
$ 4,047,500
$ 4,630,000
$ 5,160,000
$ 5,800,000
$ 6,337,500
The following graph demonstrates the shareholder alignment of ARC's compensation programs by comparing the differences between the target compensation and the actual pay realized by the CEO in the last five years. CEO realized pay, which includes base salary, actual bonus earned, and vested LTI paid in the applicable year, was less than target value in 2021. Since 2021, ARC's share price has increased from $11.50 to $25.75 and ARC has made significant strategic advancements in our business. As a result, Mr. Anderson's realized pay has been higher than his targeted compensation which reflects the design of our compensation plan to pay-for-performance and to align with the experience of ARC's shareholders.
Target versus Realized CEO Pay
$16.00
$14.00
$12.00
$10.00
$8.00
$6.00
$4.00
$2.00
$-
Millions
$26.07
$25.75
$18.25
$19.67
$11.50
$12.00
$3.20
$4.60
$4.00
$5.20
$6.30
$5.80
$7.20
$12.20
$14.10
2021 2022 2023 2024 2025
$28.00
ARC's December 31 Closing Share Price
$24.00
$20.00
$16.00
$12.00
$8.00
$4.00
$-
NEO Compensation
Since a business combination with Seven Generations Energy Ltd. in 2021 ("the Business Combination") and the resulting financial strength of the Corporation, NEO total target compensation has become a smaller percentage of funds from operations and enterprise value.
Metric
2021
2022
2023
2024
2025
Target NEO Compensation ($ millions)
9.8
11.4
13.1
14.7
15.9
Funds from Operations ($ millions)
2,415
3,713
2,640
2,473
3,192
NEO Compensation as a % of Funds from Operations (1)
0.44
0.31
0.50
0.59
0.50
Enterprise Value ($ billions)
10.7
13.4
14.1
17.7
18.6
NEO Compensation as a % of Enterprise Value
0.10
0.09
0.09
0.08
0.09
Total Shareholder Return (%) (1)
97.1
63.3
11.7
36.4
1.6
(1) See the section entitled "Non-GAAP and Other Financial Measures" within this document for an explanation of composition of these supplementary financial measures.
The following graph demonstrates the shareholder alignment of ARC's compensation programs by comparing the differences between target compensation and the actual pay realized by the NEOs in the last five years. In 2021, NEO realized pay was less than target pay and aligned with the experience of the shareholder. Since 2021, ARC's share price increased from $11.50 to $25.75, and as a result, NEO realized pay has become greater than targeted pay.
$35.00
$30.00
$25.00
Millions
$20.00
$15.00
$10.00
$5.00
$-
Target Versus Realized NEO pay
$26.07
$25.75
$18.25
$19.67
$11.50
$30.00
$25.50
$25.30
$17.30
$9.80
$13.10
$14.70
$15.90
$8.70
$11.40
2021 2022 2023 2024 2025
$28.00
ARC's December 31 Closing Share Price
$24.00
$20.00
$16.00
$12.00
$8.00
$4.00
$-
Performance Graph
The graph below compares ARC's share price performance over the past five years relative to the S&P/TSX Composite Index, S&P/TSX Oil & Gas Exploration and Production Index, S&P/TSX Capped Energy Index, and our executive compensation peer group, assuming each started with an investment of $100 at the end of 2020.
$600
$500
$400
$300
$200
$100
$0
2020 2021 2022 2023 2024 2025
ARC Resources Ltd. S&P/TSX Composite Index S&P/TSX Oil & Gas Exploration and Production Index S&P/TSX Capped Energy Index Executive Compensation Peer Group Average
2020
2021
2022
2023
2024
2025
ARC Resources Ltd.
$100.00
$197.06
$321.79
$359.47
$490.35
$498.40
S&P/TSX Composite Index
$100.00
$125.15
$117.95
$131.90
$160.46
$211.34
S&P/TSX Oil & Gas Exploration and Production Index
$100.00
$191.58
$299.12
$329.51
$367.80
$419.18
S&P/TSX Capped Energy Index
$100.00
$185.53
$287.99
$301.90
$346.19
$407.01
Executive Compensation Peer Group Average
$100.00
$252.10
$376.28
$380.48
$445.23
$524.79
ARC is focused on long-term profitability, and we believe our disciplined strategy and competitive strengths will position us to generate sustainable and competitive returns well into the future. In 2021, ARC outperformed all three indices but not our peers, and as a result realized pay was 12 per cent less than targeted pay. Since 2021, ARC's share price has significantly increased from $11.50 to $25.75, and we have outperformed all indices. Overall, an investment in ARC over the past five years would have yielded a 400 per cent return. Since its inception in 1996, ARC has delivered an average annual TSR of 12 per cent, outperforming both the S&P/TSX Composite Index and the S&P/TSX Oil & Gas Exploration and Production Index.
2025 Performance
ARC uses a balanced scorecard approach which includes a quantitative and qualitative assessment of performance in alignment with the strategic priorities of the annual business plan. The STI Scorecard assessment considers the performance against the established targets in each strategic category, which is then aggregated with consideration for the category weighting, to calculate the final STI Scorecard score.
Performance in each category is rated compared to established performance thresholds of 1.0 ("Perform"), 1.5 ("Outperform"), and 2.0
("Outstanding"). If performance falls below the "Perform" level, there is a commensurate reduction in the score.
The following is a summary of the 2025 STI Scorecard Assessment. The overall score is used to establish performance multipliers that are
applied to bonus awards paid to employees and executives for 2025 performance. For the purposes of the STI Scorecard Assessment, the impact of the production curtailment volumes at Sunrise has been excluded and the production volumes associated with the Kakwa Acquisition effective July 2, 2025 have been excluded.
Strategic Area: People & ESG Leadership
Category Weighting: 20%
Category Overall Score: 1.80 (Outstanding -)
The People & ESG category is assessed based primarily on the Company's safety performance. Safety is our #1 priority. ARC observed a 36 per cent reduction in injury incidents compared to 2024, and outperformed all first quartile safety targets, which is notable given the high levels of activity and operational complexity inherent in the 2025 program. Significant focus on contractor management and industry collaboration to drive safety improvements, including hosting workshops with contractors to address hazard assessment and the causes of recurring safety incidents.
Performance Metric
Target
Result
Key Performance Highlights
Safety Indicators
TRIF (1) - 0.38
Outstanding -TRIF( 1) - 0.31
Outperformed all top-quartile quantitative safety targets
Numerous initiatives undertaken with employees and contractors during 2025 to reinforce safety culture and enhance overall safety performance
LTIF (2) - 0.05
LTIF( 2) - 0.01
PH3+F (3) - 0.05
PH3+F (3) - 0.03
Tier 1 Process Events - 4
Tier 1 Process Events - 2
Safety Leadership
Safety Leadership
(HAZID, LSVR, Audits) - 53,650
(HAZID, LSVR, Audits) - 81,499
TRIF is defined as Total Recordable Incident Frequency (employees and contractors combined).
LTIF is defined as Lost Time Incident Frequency (employees and contractors combined).
PH3+ is defined as Potential Hurt ("PH") 3+ Frequency were based on a scale of PH1 - PH5, any incident or a high potential near miss above a level three is classified as serious and an independent investigation is conducted.
Strategic Area: High-Quality Assets & Operational Excellence
Category Weighting: 40%
Category Overall Score: 1.15 (Perform +)
Performance in this strategic area was mixed in 2025. ARC achieved record corporate annual average production of 374,336 boe per day, including record average crude oil and condensate production of 106,984 bbl per day driven primarily by Kakwa and Attachie. The prudent business decision to curtail nearly 400 MMcf per day of natural gas at Sunrise during periods of low gas prices preserved profitability and capital. Achievement of record reserves across all categories. Well performance at Attachie and operating costs at Kakwa negatively impacted performance, largely offsetting positive results in other areas. Strong development planning and use of technology mitigated operational challenges and improved efficiency.
Performance Metric
Target
Result
Key Performance Highlights
Production (boe per day)
380,000 - 395,000
Below Perform
Production was 373,904 boe per day which excludes the impact of curtailed volumes at Sunrise and new volumes from the Kakwa Acquisition. Variance primarily due to well performance at Attachie.
Operating Expenses ($ per boe) (1)
$4.50 - $4.90
Below Perform
Operating expenses were $5.08 per boe, which excludes the impact of curtailed volumes at Sunrise and new volumes from the Kakwa Acquisition. Variance primarily due to production volumes and water-handling costs.
Quality of Execution
Assessed based on safe, on budget and on schedule execution that is aligned with operations objectives
Outperform
Disciplined execution of $1.9 billion capital program with a focus on safety and leveraging technology.
Development Planning
Assessed based on asset and long-term planning
Outperform
Proactive development planning through collaboration across disciplines to ensure strong execution, optimized completion designs and improved well performance.
Development Outcomes
Assessed based on well deliverability, capital efficiency, and reserves replacement
Perform
Robust economics and improved capital efficiencies in base assets, with the exception of Attachie. Record reserves across all categories, with increases from 2024 in PDP (15 per cent) and 2P (nine per cent). Lower than expected well performance at Attachie.
Technology & Innovation
Assessed based on the application of technology, cost and continuous improvement
Outperform
Several advancements in applied
technologies and data analytics to reduce costs and increase predictability.
(1) This is a specified financial measure. See "Non-GAAP and Other Financial Measures" contained within this information circular and in the 2025 Annual MD&A for additional disclosure, which information is incorporated by reference, available on ARC's website at arcresources.com and on SEDAR+ at sedarplus.ca.
Disclaimer
ARC Resources Ltd. published this content on April 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 14, 2026 at 17:51 UTC.