Questions and Answers

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Why did I receive this package of information?>

On May 4, 2017, the Concerned Shareholders announced that they had submitted notice to Eagle that they will nominate four new independent directors for election at the Meeting. The Meeting has been scheduled for Tuesday, June 27, 2017. As a shareholder of Eagle (a “Shareholder”) as of the close of business on May 23, 2017 (the “Record Date”), you are entitled to receive notice of and to vote at the Meeting. We are soliciting your vote, and this Circular has been provided in connection with that solicitation.

When and where is the Meeting?>

The Meeting will be held on Tuesday, June 27, 2017 at a time and place to be announced by management of Eagle. For more information, you may contact the Concerned Shareholders’ proxy solicitor, D.F. King (using the contact information provided below), or visit www.SaveEagle.ca..

What am I voting on?>

As a Shareholder at the end of business on the Record Date, you are being asked to vote ONLY your BLUE form of proxy or voting instruction form FOR each of the resolutions set forth below:

  • fixing of the number of directors to be elected to the Board at four (4) (the “Board Size Resolution”);
  • electing the following nominees as directors of Eagle: Mr. Daniel Gundersen, Mr. Robert Fong, Mr. Gerald Gilewicz and Mr. Bradley Porter (collectively, the “Nominees”); and
  • re-appointing PricewaterhouseCoopers LLP as auditors of Eagle and authorizing the directors to fix the remuneration of the auditors.

Who is entitled to vote at the Meeting?>

If you were a Shareholder as of the close of business on the Record Date (being May 23, 2017), you are entitled to vote at the Meeting.

Why should I vote?>

Voting at the Meeting means that you will have a choice between Eagle’s self‐interested incumbent Directors who have permitted Shareholder value to languish and the Concerned Shareholders’ highly qualified independent nominees who are committed to improving Eagle’s cost structure and maximizing shareholder value.

The Concerned Shareholders are calling on you to vote for change by supporting the initiative to replace Eagle’s self‐interested incumbent Directors with the Concerned Shareholders’ highly qualified independent nominees. The Concerned Shareholders’ action plan means the interests of Eagle’s leadership will finally be aligned with Shareholders’.

How do I vote?>

Registered shareholders of Eagle hold physical share certificates and their name appears on such share certificates (“Registered Shareholders”). Non-registered shareholders of Eagle hold shares in an account in the name of an intermediary, such as a bank, broker or trust company (“Non-registered Shareholders”). Non-registered Shareholders do not have a share certificate registered in their name.

Registered Shareholders will receive a BLUE form of proxy and Non-registered Shareholders will receive a BLUE voting instruction form. If you want to be part of the change, you must vote ONLY your BLUE form of proxy or voting instruction form using any of the options listed on page 12 of the Circular.

If you have any questions regarding the Meeting or need assistance voting your shares, you may contact D.F. King at:

 

D.F. King

North American Toll Free Number: 1-866-521-4427
Outside North America, Banks, Brokers and Collect Calls: 1-201-806-7301
Email: inquiries@dfking.com
North American Toll Free Facsimile: 1-888-509-5907
Facsimile: 1-647-351-3176

If my shares are held through an intermediary, will the intermediary vote my shares?>

An intermediary will vote your shares only if you provide instructions (using the voting instruction form) to your broker or intermediary on how to vote. Non-registered Shareholders should instruct their intermediary to vote their shares by following the directions provided to them by their intermediary.

What proxy or voting instruction form should I use?>

Use only the BLUE form of proxy or voting instruction form to vote for the election of the Concerned Shareholders’ highly qualified independent nominees.

What if I already voted a management proxy or voting instruction form?>

Even if you have already voted using a management proxy or voting instruction form, you have every right to change your vote, join the campaign for change, and support the nomination of the Concerned Shareholders’ highly qualified independent nominees. A later dated BLUE form of proxy or voting instruction form automatically revokes any previously submitted forms of proxy or voting instruction forms.

If I deposit a BLUE proxy or voting instruction form, how will my shares be voted?>

You can specify how you want to vote on each matter listed in the BLUE form of proxy or voting instruction form. If you do not specify a choice, your BLUE form of proxy or voting instruction form will be voted in accordance with the Concerned Shareholders’ voting recommendations contained in both the BLUE form of proxy and the voting instruction form.

When must my shares be voted by?>

Shares must be voted prior to 9:00 a.m. (Calgary time) on Friday, June 23, 2017. If you are mailing a signed BLUE form of proxy or voting instruction form, ensure that it arrives before this time.

What are the shareholder approvals required?>

In order to be passed, each resolution must be approved by no less than a majority of the votes cast by the holders of shares present in person or represented by proxy at the Meeting.