NOTICE OF ANNUAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL MEETING AND MANAGEMENT INFORMATION CIRCULAR For the Annual Meeting of Shareholders to be held on Thursday, May 7, 2015

BONAVISTA ENERGY CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 7, 2015 The annual meeting of the shareholders of Bonavista Energy Corporation will be held in the Alberta Room at the Fairmont Palliser 133 9 th Avenue S.W., Calgary, Alberta on Thursday, May 7, 2015 at 3:00 p.m. (MDT) to: 1. receive and consider our consolidated financial statements for the year ended December 31, 2014, together with the report of the auditors; 2. elect nine directors of Bonavista Energy Corporation; 3. appoint the auditors and authorize the directors to fix their remuneration as such; and 4. 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 information circular proxy statement accompanying this notice. Registered shareholders who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and return it to Valiant Trust Company, Attention: Proxy Department, Suite 310, 606 4th Street S.W., Calgary, Alberta T2P 1T1, or deliver it by fax to (403) 2332857 at least 24 hours, excluding Saturdays, Sundays and holidays, before the meeting or any adjournment thereof. Registered shareholders may also vote via the internet at https://proxy.valianttrust.com. Votes by internet must be received by 3 p.m. (MDT) on May 6, 2015 or at least 24 hours prior to the time of any adjournment of the meeting. See the information circular proxy statement for further instructions on internet voting. If a shareholder receives more than one proxy form because such shareholder owns our common shares and/or exchangeable shares registered in different names or addresses, each proxy form should be completed and returned. Only shareholders of record at the close of business on March 24, 2015 will be entitled to vote at the meeting, unless that shareholder has transferred any common shares or exchangeable shares subsequent to that date and the transferee shareholder, not later than 10 days before the meeting, establishes ownership of such shares and demands that the transferee's name be included on the list of shareholders entitled to vote at the meeting. DATED at Calgary, Alberta this 10th day of March, 2015. By order of the Board of Directors of Bonavista Energy Corporation (signed) Grant A. Zawalsky Corporate Secretary

Solicitation of Proxies BONAVISTA ENERGY CORPORATION Information Circular Proxy Statement for the Annual Meeting to be held on Thursday, May 7, 2015 PROXIES This information circular proxy statement is furnished in connection with the solicitation of proxies for use at our annual meeting to be held on Thursday, May 7, 2015 at 3:00 p.m. (MDT), in the Alberta Room at the Fairmont Palliser, 133 9 th Avenue S.W., Calgary, Alberta and at any adjournment thereof. Forms of proxy must be addressed to and reach Valiant Trust Company, at Suite 310, 606 4th Street S.W. Calgary, Alberta, T2P 1T1 Attention: Proxy Department, or by fax to (403) 2332857, not less than 24 hours before the time for holding the meeting or any adjournment thereof. Registered shareholders may also use the internet at https://proxy.valianttrust.com to vote their shares. Shareholders will be prompted to enter the control number which is located on the form of proxy. Votes by internet must be received by 3 p.m. (MDT) on May 6, 2015 or at least 24 hours prior to the time of any adjournment of the meeting. The website may also be used to appoint a proxy holder to attend and vote at the meeting on the shareholder's behalf and to convey a shareholder's voting instructions. Only shareholders of record at the close of business on March 24, 2015 will be entitled to vote at the meeting, unless that shareholder has transferred any common shares or exchangeable shares subsequent to that date and the transferee shareholder, not later than 10 days before the meeting, establishes ownership of such shares and demands that the transferee's name be included on the list of shareholders entitled to vote at the meeting. The instrument appointing a proxy must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation. The persons named in the enclosed form of proxy are our officers. As a shareholder, you have the right to appoint a person or company, who need not be a shareholder, to represent you at the meeting. To exercise this right you should insert the name of the desired representative in the blank space provided on the form of proxy and strike out the other names or submit another appropriate proxy. Advice to Beneficial Holders of Common Shares and Exchangeable Shares The information set forth in this section is of significant importance to you if you do not hold your common shares or exchangeable shares in your own name. Only proxies deposited by shareholders whose names appear on our records as the registered holders of such shares can be recognized and acted upon at the meeting. If shares are listed in your account statement provided by your broker, then in almost all cases those shares will not be registered in your name on our records. Such shares will likely be registered under the name of your broker or an agent of that broker. In Canada, the vast majority of shares are registered under the name of CDS & Co., the registration name for CDS Clearing and Depository Services Inc., which acts as nominees for many Canadian brokerage firms. Shares held by your broker or their nominee can only be voted upon your instructions. Without specific instructions, your broker or their nominee is prohibited from voting your shares. We do not know for whose benefit the shares registered in the name of CDS & Co. are held. The majority of shares held in the United States are registered in the name of Cede & Co., the nominee for the Depository Trust Company, which is the United States equivalent of CDS Clearing and Depository Services Inc.

2 Applicable regulatory policy requires your broker to seek voting instructions from you in advance of the meeting. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your shares are voted at the meeting. Often, the form of proxy supplied by your broker is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications, Canada, which mails a scannable voting instruction form in lieu of the form of proxy. You are asked to complete and return the voting instruction form to them by mail or facsimile. Alternately, you can call their tollfree telephone number or access the internet to vote your shares. They then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of such shares to be represented at the meeting. If you receive a voting instruction form from Broadridge Investor Communications, Canada it cannot be used as a proxy to vote shares directly at the meeting as the proxy must be returned to them well in advance of the meeting in order to have the shares voted. Although you may not be recognized directly at the meeting for the purposes of voting shares registered in the name of your broker, you may attend the meeting as a proxyholder for the registered holder and vote your shares in that capacity. If you wish to attend the meeting and vote your own shares, you must do so as proxyholder for the registered holder. To do this, you should enter your own name in the blank space on the form of proxy provided to you and return the document to your broker or the agent of such broker in accordance with the instructions provided by such broker well in advance of the meeting. Revocability of Proxy You may revoke your proxy at any time prior to a vote. If you or the person you give your proxy to attend personally at the meeting, you or such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation. To be effective, the instrument in writing must be deposited either at our head office at any time up to and including the last business day before the day of the meeting, or any adjournment thereof, at which the proxy is to be used, or with the chairman of the meeting on the day of the meeting, or any adjournment thereof. Persons Making the Solicitation This solicitation is made on behalf of our management. We will bear the costs incurred in the preparation and mailing of the form of proxy, notice of annual meeting and this information circular proxy statement. In addition to mailing forms of proxy, proxies may be solicited by personal interviews, or by other means of communication, by our directors, officers and employees who will not be remunerated therefor. Exercise of Discretion by Proxy The shares represented by proxy in favour of management nominees will be voted on any matter at the meeting. Where you specify a choice with respect to any matter to be acted upon, the shares will be voted or withheld from voting on any matter in accordance with the specification so made. If you do not provide instructions, your shares will be voted in favour of the matters to be acted upon as set out herein. The persons appointed under the form of proxy which we have furnished are conferred with discretionary authority with respect to amendments or variations of those matters specified in the form of proxy and notice of annual meeting and with respect to any other matters which may properly be brought before the meeting or any adjournment thereof. At the time of printing this information circular proxy statement, we know of no such amendment, variation or other matter.

3 NoticeandAccess We have elected to use the "noticeandaccess" provisions under National Instrument 54101 Communications with Beneficial Owners of Securities of a Reporting Issuer (the NoticeandAccess Provisions) for the meeting to those of you who do not hold your common shares or exchangeable shares in your own name. The NoticeandAccess Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that we must physically mail to you by allowing us to post our information circular in respect of our meeting and related materials online. We have also elected to use procedures known as 'stratification' in relation to our use of the Noticeand Access Provisions. Stratification occurs when we, while using the NoticeandAccess Provisions, provide a paper copy of our notice of meeting and information circular and a paper copy of our financial statements and related management's discussion and analysis to some of our shareholders. In relation to the meeting, our registered shareholders will receive a paper copy of each of the notice of the meeting, this information circularproxy statement dated March 10, 2015, our consolidated financial statements and related management's discussion and analysis and a form of proxy whereas our shareholders who do not hold their common shares or exchangeable shares in their own name will receive only a Noticeand Access Notification and a voting instruction form. Furthermore, a paper copy of our financial statements and related management's discussion in respect of our most recent financial year will be mailed to those shareholders who do not hold their common shares or exchangeable shares in their own name but who have previously requested to receive paper copies of our financial information. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF We are authorized to issue an unlimited number of common shares without nominal or par value, an unlimited number of exchangeable shares without nominal or par value and 10,000,000 preferred shares, issuable in series. As at March 10, 2015, there were 205,110,237 common shares, 8,756,114 exchangeable shares and no preferred shares issued and outstanding. As a holder of common shares you are entitled to one vote for each common share owned. As a holder of exchangeable shares you are entitled to that number of votes at the meeting equal to the number of exchangeable shares you own multiplied by the exchange ratio in effect at March 16, 2015 (rounded to the nearest whole number). As at March 16, 2015, the exchange ratio for the exchangeable shares will be 1.30885. As a result, holders of exchangeable shares will be entitled to approximately 11,460,440 votes at the meeting. To the knowledge of our directors and officers, as at March 10, 2015 no person or company beneficially owned or controlled, directly or indirectly, common shares or exchangeable shares entitled to more than 10% of the votes which may be cast at the meeting except as noted below: Approximate Number of Common Shares Held Approximate Percentage of Outstanding Common Share Equivalents Name Invesco Canada Ltd. (1) 31,975,312 15.6% Franklin Resources, Inc. (1) 24,756,897 12.1% Note: (1) Based upon information provided to us by Franklin Resources, Inc. and Invesco Canada Ltd. As at March 10, 2015, our directors and executive officers, as a group, beneficially owned, directly or indirectly, or exercised control over 14,156,862 common shares or approximately 7% of the issued and outstanding common shares and 6,932,895 exchangeable shares or approximately 79% of the issued and outstanding exchangeable shares or approximately 11% of the votes to be cast at the meeting.

4 MATTERS TO BE ACTED UPON AT THE MEETING Election of Directors Our board of directors has fixed the number of directors at nine members. Management is soliciting proxies, in the accompanying form of proxy, for an ordinary resolution in favour of the election as directors of the nine nominees set forth below: Keith A. MacPhail Ian S. Brown Michael M. Kanovsky Sue Lee Margaret A. McKenzie Robert G. Phillips Ronald J. Poelzer Jason E. Skehar Christopher P. Slubicki In the event that a vacancy among such nominees occurs because of death or for any reason prior to the meeting, the proxy shall not be voted with respect to such vacancy. Voting for Election of Directors Our board has adopted an individual director voting policy which allows you to vote with respect to each individual director. The individual voting results will be published by news release and on www.sedar.com after the meeting. The individual voting results will be reviewed by the Governance and Nominating Committee and will be considered as part of the committee's overall review and assessment of the nominees recommended to shareholders at the next annual meeting of shareholders. Our board of directors has also adopted a majority voting policy, which provides that if a nominee for election as a director receives a greater number of votes "withheld" than votes "for" at a meeting of our shareholders, such nominee shall offer his or her resignation as a director to the board of directors promptly following the meeting of shareholders at which the director was elected. Upon receiving such offer of resignation, our Governance and Nominating Committee will consider such offer and make a recommendation to our board of directors whether to accept it or not. We will announce the decision of our board of directors in a news release with respect to whether they have decided to accept such director's resignation, which decision will be made within 90 days following the meeting of shareholders. The director who tendered such resignation will not be part of any deliberations of any board committee (including the Governance and Nominating Committee if such director is a member of such committee) or the board of directors pertaining to the resignation offer. The majority voting policy only applies in circumstances involving an uncontested election of directors. For the purpose of the policy, an uncontested election of directors means that the number of nominees for election as a director is the same as the number of directors to be elected to the board of directors and that no proxy material is circulated in support of one or more nominees who are not named as nominees in the applicable management information circular. Biographies of our Directors The following information relating to the nominees as directors is based partly on our records and partly on information received by us from the nominees and sets forth the names, ages and cities of residence of the proposed nominees, their committee memberships, the date on which each became a director of us (or a predecessor of us), the present occupations and brief biographies of such persons and the number of our common shares and exchangeable shares owned, controlled or directed by each and the number of incentive rights held as at March 10, 2015 in respect of 2015 and as of March 18, 2014 in respect of 2014:

5 Nominee for Election as Director Age Director Since Securities Owned, Controlled or Directed (1) Incentive Rights (2) 2015 2014 2015 2014 Keith A. MacPhail Calgary, Alberta 58 November 1997 9,232,891 / 371,545 8,667,972 / 1,072,993 147,920 171,254 Executive Chairman of the Board Member of: Executive Committee (Chair) Reserves Committee Mr. MacPhail has 34 years of experience in the oil and gas industry and is currently our Executive Chairman. Mr. MacPhail was President and CEO of the company from 1997 to 2008 and Chairman and CEO from 2008 to 2012. Prior to joining Bonavista Petroleum Ltd. in 1997, Mr. MacPhail held progressively more responsible positions with Canadian Natural Resources Limited with his final position being Executive Vice President and COO. Prior thereto, he held the position of Production Manager with Poco Petroleums Ltd. Mr. MacPhail holds a Bachelor of Science (Honours) degree in Petroleum Engineering from the Montana College of Mineral Science and is a member of the Association of Professional Engineers, Geologists & Geophysicists of Alberta. Mr. MacPhail is Chairman of the Board of NuVista Energy Ltd. and serves on the board of directors of Canadian Natural Resources Limited and Modern Resources Inc. and is on the Board of Governors of SAIT Polytechnic. Securities Owned, Controlled or Directed (1) Incentive Rights (2) Nominee for Election as Director Director Age Since 2015 2014 2015 2014 Ian S. Brown Calgary, Alberta Member of: Audit Committee (Chair) Governance and Nominating Committee 57 May 2004 35,881 / 26,191 / 10,000 15,000 Mr. Brown has been an independent businessman and a corporate director since January 2006. Prior thereto, Mr. Brown was a Senior Managing Director of Raymond James Ltd. from 1995 to 2005. From 1986 to 1995, Mr. Brown was the Executive Vice President of The Alberta Stock Exchange. Mr. Brown presently sits on several public and private boards, including: Cathedral Energy Services Ltd. and Lightstream Resources Ltd. Mr. Brown also was a board member of the TSX Group from 2001 to 2006; a board member of Market Regulation Services Inc. from 2001 to 2005; and a board member and Vice Chairman of the Canadian Venture Exchange from 1999 to 2001. Mr. Brown obtained his Chartered Accountant designation in 1983 and also holds a Bachelor of Arts (Economics) and a Bachelor of Commerce degree.

6 Nominee for Election as Director Age Director Since Securities Owned, Controlled or Directed (1) Incentive Rights (2) 2015 2014 2015 2014 Michael M. Kanovsky Calgary, Alberta 66 February 1997 1,080,677 / 1,889,613 1,054,009 / 1,889,613 10,000 15,000 Lead Director Member of: Audit Committee Executive Committee Governance and Nominating Committee (Chair) Reserves Committee In 1978, Mr. Kanovsky cofounded Canadian Northstar Corporation and its successor, Northstar Energy Corporation, where he was primarily responsible for strategic development, finance and acquisitions until its acquisition by Devon Energy Corporation. Mr. Kanovsky continues today as a director of Devon Energy Corporation. Mr. Kanovsky has also held positions such as Chairman of Taro Industries Limited, CEO of Arrowstar Drilling and ViceChairman of Precision Drilling Inc. In 1997, Mr. Kanovsky was instrumental in the reorganization of Bonavista Petroleum Ltd. and continues as an active director. In addition to Devon Energy Corporation, he is also a director of TransAlta Corporation, retiring April 2015, and Pure Technologies Ltd. Mr. Kanovsky holds a Bachelor of Applied Science (Honours) degree in Mechanical Engineering from Queen's University and a Masters of Business Administration from the Ivey School of Business and is a Professional Engineer. Nominee for Election as Director Age Director Since Securities Owned, Controlled or Directed (1) Incentive Rights (2) 2015 2014 2015 2014 Sue Lee Calgary, Alberta 63 November 2013 21,237 / 10,944 / 10,000 15,000 Member of: Compensation Committee (Chair) Governance and Nominating Committee Ms. Lee has more than 33 years of business experience. Prior to joining the board at Bonavista she was the lead executive for Suncor Energy Inc.'s Human Resources and Communications functions for 16 years. Ms. Lee's broad business experience and expertise encompasses employee and government relations, executive compensation, executive succession planning and transition, organization design and effectiveness, leadership development, community investment, merger and acquisition strategy, preparedness and integration. Ms. Lee retired from her role as Senior Vice President, Human Resources and Communications at Suncor in March 2012. Ms. Lee holds a Bachelor of Arts degree from Rhodes University and a Post Graduate Honours Diploma, Personnel Management and Organizational Behaviour from the University of Witwatersrand in Johannesburg, South Africa and is currently a member of the Board of Directors of Empire Company Limited and Progressive Waste Solutions Ltd. and the Board of Governors of the University of Calgary.

7 Nominee for Election as Director Age Director Since Securities Owned, Controlled or Directed (1) Incentive Rights (2) 2015 2014 2015 2014 Margaret A. McKenzie Calgary, Alberta Member of: Audit Committee Compensation Committee 53 May 2006 29,445 / 20,926 / 10,000 15,000 Ms. McKenzie was formerly the Chief Financial Officer of Range Royalty Management Limited (general partner of Range Royalty Limited Partnership, a private royalty partnership) and the Vice President, Finance and Chief Financial Officer of Profico Energy Management Ltd. (a private oil and gas company). Ms. McKenzie holds a Bachelor of Commerce (Distinction) degree from the University of Saskatchewan and has been a member of the Institute of Chartered Accountants of Alberta since 1985. She obtained her ICD.D designation from the Institute of Corporate Directors in 2013. Ms. McKenzie is a director of PrairieSky Royalty Ltd. and a director/officer of two other private oil and gas companies Spur Resources Ltd. and Endurance Energy Ltd. Effective March 15, 2015, Ms. McKenzie will become a director of Encana Corporation. Nominee for Election as Director Age Director Since Securities Owned, Controlled or Directed (1) Incentive Rights (2) 2015 2014 2015 2014 Robert G. Phillips (3) Houston, Texas Member of: Governance and Nominating Committee 60 May 2014 / / 15,000 Mr. Phillips is the Chairman, President and Chief Executive Officer of Crestwood Midstream Partners LP, and Crestwood Equity Partners LP, based in Houston, and is a highly respected energy executive with over 30 years of experience, Mr. Phillips brings an intimate knowledge of the North American midstream market and strong public company executive expertise to Bonavista. Prior to Crestwood, Mr. Phillips held various management positions including President and Chief Executive Officer at Enterprise Products Partners L.P., El Paso Corporation, and Eastex Energy Inc. Mr. Phillips has a Bachelor of Business Administration from the University of Texas at Austin and a Juris Doctorate from the South Texas College of Law.

8 Nominee for Election as Director Age Director Since Securities Owned, Controlled or Directed (1) Incentive Rights (2) 2015 2014 2015 2014 Ronald J. Poelzer Calgary, Alberta 53 November 1997 2,778,806 / 3,939,658 2,429,944 / 4,439,658 147,920 193,754 Executive Vice Chairman of the Board Member of: Executive Committee Mr. Poelzer has more than 30 years of experience in the oil and gas industry and is currently our Executive Vice Chairman. Mr. Poelzer has been with Bonavista since 1997 and was Executive Vice President up to 2012. Prior to joining Bonavista Petroleum Ltd. in 1997, Mr. Poelzer was Vice President, Business Development with Poco Petroleums Ltd. Mr. Poelzer holds a Bachelor of Commerce (Distinction) degree from the University of Saskatchewan and is a member of the Institute of Chartered Accountants of Alberta. Mr. Poelzer is also a member of the board of directors of NuVista Energy Ltd., as well as various private companies, the Fraser Institute and a charitable foundation. Nominee for Election as Director Age Director Since Securities Owned, Controlled or Directed (1) Incentive Rights (2) 2015 2014 2015 2014 Jason E. Skehar Chestermere, Alberta 42 May 2013 210,490 / 272 131,836 / 272 1,046,629 884,463 Member of: Executive Committee Mr. Skehar has more than 20 years of experience in the oil and gas industry. Mr. Skehar joined the Bonavista team in November 1999 as Production Engineer, was promoted to Production Manager in January 2003, Vice President Production in January 2005, to President and Chief Operating Officer in November 2008 and then promoted to President and Chief Executive Officer in December 2012. He started his career in 1994 as Operations Engineer at Fletcher Challenge and prior to joining Bonavista, held both production and exploitation positions at Renaissance Energy Inc. and Probe Exploration Inc. Mr. Skehar graduated from the University of Saskatchewan in 1994 with Bachelor of Science (Distinction) degree in Mechanical Engineering and is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta.

9 Nominee for Election as Director Age Director Since Securities Owned, Controlled or Directed (1) Incentive Rights (2) 2015 2014 2015 2014 Christopher P. Slubicki Calgary, Alberta 56 May 2007 23,453 / 19,975 / 10,000 15,000 Member of: Reserves Committee (Chair) Compensation Committee Mr. Slubicki has more than 30 years of experience in the business sector. Mr. Slubicki is currently President and CEO of Modern Resources Inc., a Calgary based private oil and gas company. Prior to November 28, 2011, Mr. Slubicki was President and CEO of OPTI Canada Inc. Until June of 2006, Mr. Slubicki was the ViceChairman of Scotia Waterous, a Division of Scotia Capital. Prior thereto, Mr. Slubicki was a founding partner of Waterous & Co., a global independent energy investmentbanking firm. Prior to the founding of Waterous, Mr. Slubicki held various operations management and engineering positions with Placer CEGO Petroleum and Chevron Canada Resources Limited. Mr. Slubicki holds a Bachelor of Applied Science (Honours) degree in Mechanical Engineering from Queen's University and a Masters of Business Administration from the University of Calgary and is a member of the Association of Professional Engineers, Geologists & Geophysicists of Alberta. Notes: (1) (2) (3) (4) The "Securities Owned, Controlled or Directed" represents our common shares and exchangeable shares. The "Incentive Rights" include awards and/or options granted under our common share rights incentive plan, stock option plan, 2011 restricted share award plan and 2013 incentive award plan. See the footnotes to the table provided under the heading "Executive Compensation Securities Authorized for Issuance under Equity Compensation Plans" for more information. Mr. Phillips joined our board on May 2, 2014. The information as to voting securities beneficially owned, directly or indirectly, is based upon information furnished to us by the nominees. Additional Disclosure Relating to Proposed Directors Except as otherwise disclosed herein, none of our directors (nor any personal holding company of any of such persons) is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including us), that was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (collectively, referred to as an "Order") that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer; or was subject to an Order that was issued after the director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. Except as otherwise disclosed herein, none of our directors (nor any personal holding company of any of such persons) is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company (including us) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets other than Mr. MacPhail who was formerly a director of The Resort at Copper Point Ltd. (a real estate development company) which was placed into receivership in 2009 and Mr. Slubicki who was formerly the President and Chief Executive Officer of OPTI Canada Inc. (a public oil and gas company) which commenced proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors

10 Arrangement Act to implement a restructuring in July of 2011 which was completed on November 28, 2011. None of our directors (nor any personal holding company of any of such persons) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. Appointment of Auditors Management is soliciting proxies, in the accompanying form of proxy, in favour of the appointment of the firm of KPMG LLP, Chartered Accountants, as our auditors, to hold office until the next annual meeting of our shareholders and to authorize the directors to fix their remuneration as such. Board of Directors The majority of our board of directors is independent. Our board of directors has determined that Mr. Brown, Mr. Kanovsky, Ms. Lee, Ms. McKenzie, Mr. Phillips and Mr. Slubicki are independent. Mr. MacPhail is not considered independent as he was our Chief Executive Officer until December 3, 2012. Mr. Poelzer is not considered independent as he was our Executive Vice President until May 3, 2012. Mr. Skehar is not considered independent as he is our President and Chief Executive Officer effective December 3, 2012. Our independent board members conduct "incamera" sessions as part of the agenda of each regularly scheduled meeting, generally immediately following regularly scheduled board of directors meetings chaired by our lead director Mr. Kanovsky and committee meetings. To provide leadership for the independent board members, the nonmanagement directors have determined that given the size of the board of directors they are capable of providing effective governance without an independent chair. We have also appointed Mr. Kanovsky as lead director. We have established a director disclosure policy, whereby the Nominating Committee shall be notified in advance of any change in directorships that involve any public company or private energy company. The following directors are presently directors of other issuers that are reporting issuers (or the equivalent): Director Keith A. MacPhail Ian S. Brown Michael M. Kanovsky Sue Lee Margaret A. McKenzie Robert G. Phillips Ronald J. Poelzer Jason E. Skehar Christopher P. Slubicki Names of Other Issuers Canadian Natural Resources Limited and NuVista Energy Ltd. Cathedral Energy Services Ltd. and Lightstream Resources Ltd. Devon Energy Corporation, Pure Technologies Ltd. and TransAlta Corporation Empire Company Limited and Progressive Waste Solutions Ltd. PrairieSky Royalty Ltd. Effective March 15 th, 2015 Encana Corporation Crestwood Midstream Partners LP and Crestwood Equity Partners LP NuVista Energy Ltd. None None

11 The following is a summary of attendance of our directors at meetings of the board of directors and its committees for 2014: Name Board of Directors Audit Committee Meetings Attended Compensation Committee Reserves Committee Governance and Nominating Committee Independent Directors (1) Keith A. MacPhail 9/9 1/1 Jason E. Skehar 9/9 Ian S. Brown 9/9 4/4 2/2 9/9 Michael M. Kanovsky 9/9 4/4 1/1 9/9 Harry L. Knutson (2) 0/1 0/1 0/1 Sue Lee 9/9 2/2 1/1 9/9 Margaret A. McKenzie 9/9 4/4 2/2 1/1 9/9 Robert G. Phillips (3) 8/8 7/7 Ronald J. Poelzer 9/9 2/2 Christopher P. Slubicki 8/9 2/2 1/1 8/9 Walter C. Yeates (4) 2/2 1/1 1/1 2/2 Notes: (1) (2) (3) (4) Our board of directors conducts nonmanagement director "incamera" sessions as part of the agenda at each regularly scheduled meeting. Mr. Knutson retired from our board of directors on February 27, 2014. Mr. Phillips joined our board on May 2, 2014 and became a member of the Governance and Nominating Committee on November 6, 2014. Mr. Yeates retired from our board of directors on May 1, 2014. Board of Directors Mandate Our board of directors, either directly or through its committees, is responsible for the supervision of management of our business and affairs with the objective of enhancing shareholder value. The board of directors' written mandate is as follows: Our board of directors is responsible for the stewardship of us and our subsidiaries, partnerships, trusts and other controlled entities. In discharging its responsibility, the board of directors will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to our best interests. In general terms, our board of directors will: in consultation with the chief executive officer, define our principal objectives; supervise our management of the business and affairs with the goal of the achieving principal objectives as defined by the board of directors; discharge the duties imposed on the board of directors by applicable laws; and for the purpose of carrying out the foregoing responsibilities, take all such actions deemed necessary or appropriate. A copy of the mandate of our board is contained in Schedule A. A copy is also available on our website at www.bonavistaenergy.com.

12 Board Committees Our board has five committees; the Audit Committee, Compensation Committee, Executive Committee, Reserves Committee and Governance and Nominating Committee, all members of whom are independent directors, other than Mr. MacPhail who is a member of the Reserves Committee and the Executive Committee and Mr. Poelzer and Mr. Skehar who are members of the Executive Committee. Our board has accepted overall responsibility for health, safety and environment and no separate committees have been established to deal separately with these issues. The full text of the mandate of each committee is available on our website www.bonavistaenergy.com. Audit Committee The members of the Audit Committee are: Mr. Brown (Chair), Mr. Kanovsky and Ms. McKenzie. The Audit Committee's mandate includes: reviewing our annual audited consolidated financial statements and the auditors' report thereon and related public disclosure documents prior to submission to the board for approval; reviewing the quarterly consolidated financial statements prior to submission to the board for approval; reviewing the scope of external and internal audits; reviewing and discussing accounting and reporting policies and changes in accounting principles; reviewing our internal control systems and procedures; and overseeing the work of the external auditors and meet with the external auditors independently of our management. Compensation Committee The members of the Compensation Committee are: Ms. Lee (Chair), Ms. McKenzie and Mr. Slubicki. The Compensation Committee's mandate includes: determining compensation and terms of employment for executives, including the granting of common shares and incentive programs; recommending a corporate performance score and the CEO's compensation to the board for approval; approving compensation and bonus plans; and assessing, at least annually, the compensation and terms of employment of the President and Chief Executive Officer.

13 Executive Committee The members of the Executive Committee are: Mr. MacPhail (Chair), Mr. Kanovsky, Mr. Poelzer, and Mr. Skehar. The Executive Committee's mandate includes: assisting, as required by the Chief Executive Officer, in managing our affairs on a more frequent basis than the quarterly board meetings; reviewing material items impacting our affairs and the energy industry, which may include relevant and material operational updates from time to time. The meeting topics concentrate on our strategic issues/decisions; monitoring and influencing strategic direction by bringing its expertise to bear in dealing with value enhancement opportunities and/or challenges of our business; and defining and resolving material business opportunities/issues as identified and required by our Chief Executive Officer or Chief Financial Officer. Governance and Nominating Committee The members of the Governance and Nominating Committee are: Mr. Kanovsky (Chair), Mr. Brown, Ms. Lee and Mr. Phillips. The Governance and Nominating Committee's mandate includes: assessing our corporate governance practices and making recommendations to the board with respect to corporate governance practices; establishing a nomination process and making recommendations to the board with respect to the nomination of directors; and assessing, at least annually, the effectiveness of the board and its committees. Reserves Committee The members of the Reserves Committee are Mr. Slubicki (Chair), Mr. Kanovsky and Mr. MacPhail. The Reserves Committee's mandate includes: reviewing management's recommendations for the appointment of the independent engineers; reviewing the terms of the independent engineers' engagement and the appropriateness and reasonableness of the proposed fees; reviewing the scope and methodology of the independent engineers' evaluation; reviewing any significant new discoveries, additions, revisions and acquisitions; reviewing assumptions and consistency with prior years; reviewing any problems experienced by the independent engineer in preparing the reserve report, including any restrictions imposed by management or significant issues on which there was a disagreement with management; and reviewing all public disclosure documents containing reserve information prior to its release, including, the annual report, the annual information form and management's discussion and analysis.

14 Director Orientation and Continuing Education Upon joining our board, a new director is provided with a directors' information binder which includes a copy of all board and committee mandates, corporate policies, relevant position descriptions, organizational structure, the structure of the board and its committees, bylaws as well as agendas and minutes for board and committee meetings for the preceding 12 months. In addition, new directors receive presentations with respect to our operations. As part of continuing education, our board receives management presentations with respect to the operations and risks of our business at least 4 times per year, with a more significant presentation provided in conjunction with the annual budgeting process and annual strategic planning meeting with all directors and officers in attendance. In addition, the individual directors identify their continuing education needs through a variety of means, including discussions with management and at board and committee meetings. Ethical Business Conduct Our board has adopted a Code of Business Conduct and Ethics, a copy of which is available to review at www.sedar.com and on our website at www.bonavistaenergy.com. Annually, each employee, officer and director confirms that he or she has read, understood and complied with the code. Any reports of variance from the code are reported to our board. Our board has also adopted a whistleblower policy which provides employees with the ability to report, on a confidential and anonymous basis, any violations within our organization including (but not limited to), falsification of financial records, unethical conduct, harassment or theft. Our board believes that providing a forum for employees, officers and directors to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness foster a culture of ethical conduct. Board Nominations Our Governance and Nominating Committee has the responsibility for establishing a nomination process and making recommendations to our board with respect to nomination of directors. See "Board Committees Governance and Nominating Committee" for a summary of the committee's mandate. The Governance and Nominating Committee is composed entirely of independent directors. In accordance with its mandate, when considering nominations, the committee considers what competencies and skills the board, as a whole, should possess, the competencies and skills the board considers each existing director to possess and the competencies and skills each proposed nominee will bring to the board as well as whether the new nominee can devote sufficient time and resources to his or her duties as a member of the board. Directors are selected for their integrity and character, sound and independent judgement, breadth of experience, openmindedness, insight into and knowledge of our business and industry and overall business acumen. Each of our directors is expected to have these personal qualities and to apply sound and reasonable business judgment in aiding our board of directors to make the most thoughtful and informed decisions possible and to provide the best counsel to our senior management. The Governance and Nominating Committee acknowledges that our board's membership should represent a diversity of backgrounds, experience and skills and has established a "skills matrix" outlining the skills and experience which they believe are required by the members of our board of directors. This skills matrix is reviewed annually by the committee and updated as necessary.

15 The current skills matrix used by the Governance and Nominating Committee is as follows: Executive Leadership Enterprise Risk Assessment Value Creation Health, Safety & Environment Operations Reserves and Resource Evaluation Compensation and Human Resources Accounting & Finance Legal, Regulatory and Governmental Corporate Governance Experience leading a business organization or a significant division of an organization. Board or executive experience in evaluating and managing risks in the oil and natural gas business. Board or executive experience in evaluating, and executing on, value creation opportunities through acquisitions, divestiture, mergers or developmental opportunities. Board or management experience with environmental compliance and workplace health and safety in the oil and gas industry. Management experience with oil and natural gas operations. Board experience with, or management responsibility for, oil and natural gas reserve and resource evaluation and reporting. Management experience in human resources and executive compensation. Financial literacy in reading financial statements, financial accounting and operational accounting experience as well as corporate finance knowledge and experience usually from senior accounting and financial management, audit firm background or banking experience. Broad understanding of corporate, securities, land tenure and oil and natural gas law, regulatory regimes in Western Canada and governmental royalty, incentive and taxation policies usually through management experience or a legal background. Broad understanding of good corporate governance usually through experience as a board member or as a senior executive officer. In seeking nominees the Governance and Nominating Committee encourages input from all members of our board. The Governance and Nominating Committee also maintains an "evergreen list" of potential board nominees. In establishing the "evergreen list" the committee considers both the "skills matrix" described above and board diversity. The committee is authorized under its charter to retain experts to assist them in "board searches" for qualified candidates. Diversity and Inclusion Our board has adopted a policy regarding board and executive officer diversity. Our board believes that board nominations and executive officer appointments should be made on the basis of the skills, knowledge, experience and character of individual candidates and the requirements of the board or the particular position at the time. We are committed to a meritocracy and believe that considering the broadest group of individuals who have the skills, knowledge, experience and character required to provide the leadership needed to achieve our business objectives, without reference to their age, gender, race, ethnicity or religion, is in our best interests and all of our stakeholders. Our board of directors recognizes benefits of diversity but will not compromise the principles of a meritocracy by imposing quotas or targets. Of our nine directors, two women are currently serving on our board, which represents approximately 22% of our directors.

16 Our policies of diversity and inclusion extend to our entire organization, and we strive to maintain an environment where all employees, regardless of background, are extended the principle of meritocracy. Presently there are two women serving in an executive officer positions at Bonavista and four women in senior management positions, which represents approximately 22% of the number of our executive officers (excluding directors) and 16% of the number of our management positions. Director Term Limits Our board of directors does not believe that fixed term limits are in the best interests of our company. Our Corporate Governance and Nominating Committee considers both the term of service of individual directors, the average term of the board as a whole and turnover of directors over prior three years when proposing nominees. The committee also considers the benefits of regular renewal in the context of the needs of the board at the time and the benefits of the institutional knowledge of the board members. Board and Director Assessment We have a formal process of assessing the performance of our board as a whole, each committee of the board and each individual director under the direction of the Governance and Nominating Committee. Our process consists of: an annual written director peer review completed by all directors; a oneonone personal interview conducted by our Lead Director and Chairman of the Governance and Nominating Committee with each member of the board as well as senior management to assess board, committee and each individual directors' performance; an incamera discussion of the results of the process at the Governance and Nominating Committee; and feedback on the peer review to each member of the board. Through this process, our board satisfies itself that the board, its committees and individual directors are performing effectively. Each year, the committee conducts an assessment of the skills represented by our directors individually and as a group in order to assess whether there are any gaps that should be filled with the addition of a new board member(s). The most recent board effectiveness survey was conducted in April of 2014 and our board of directors has determined that the required skills are well represented by the current slate of director nominees for election at the meeting.

17 The following table outlines the skills of our directors based on information provided by such individuals: Name Executive Leadership Enterprise Risk Assessment Value Creation Health, Safety & Environment Operations Reserves and Resource Evaluation Compensation and Human Resources Accounting & Finance Legal, Regulatory and Governmental Corporate Governance Keith A. MacPhail Jason E. Skehar Ian S. Brown Michael M. Kanovsky Sue Lee Margaret A. McKenzie Robert G. Phillips Ronald J. Poelzer Christopher P. Slubicki Position Descriptions Our board has developed position descriptions for each of the Executive Chairman, the Chief Executive Officer, the Lead Director and the Chairman of each of the board committees. Succession Planning Our board has developed a formal succession plan process for each of the executive officers, including the Chief Executive Officer. Our process includes: the presentation of formal written succession plans to the Compensation Committee and board of directors; the succession plans include details around each possible successor's competencies and areas requiring development, as well as a timeline and development plan; these plans are reviewed by the board annually with the Chief Executive Officer; and the board reviews the Chief Executive Officer's plan in an incamera meeting of the independent directors. Our board receives regular updates on the status of the succession plans and the professional development of individuals within our organization.

18 Director Compensation Our board of directors, through the Governance and Nominating Committee, is responsible for the development and implementation of a compensation plan for our directors who are not officers. Officers who are also directors are not paid any compensation for acting as a director. The main objectives of the compensation plan for directors are to attract and retain the services of the most qualified individuals and to compensate the directors in a manner that is commensurate with the risks and responsibilities assumed in board and committee membership and at a level that is similar to the compensation paid to directors of a peer group of oil and gas companies. In addition, our philosophy of using compensation to foster a culture of ownership also extends to our director compensation policies. Directors' Summary Compensation Table The following table sets forth the principal elements of the cash compensation plan for our directors for the year ended December 31, 2014: Compensation Element Amount Board Retainer Annual 55,000 Additional Chair Retainers Annual: Lead Director Audit Compensation Governance and Nominating Reserves Committee Membership: Audit Compensation Governance and Nominating Reserves Meeting Attendance Fee: Board meetings Other meetings 20,000 20,000 10,000 10,000 10,000 10,000 6,000 6,000 6,000 1,500 1,500 Special and Telephone Meetings 1,500 In addition to the annual cash compensation, directors are provided with an initial grant of incentive awards or RIAs under our 2013 incentive award plan and a subsequent grant every 3 years. The grant provides 15,000 RIAs to each director, both upon appointment and every three years thereafter. Although the grants are fixed at 15,000 RIAs per director, consideration is given to our share price and our operating environment before approving the grant.

19 The following table sets forth information concerning the compensation paid to our independent directors, for the year ended December 31, 2014: Name Fees earned Sharebased awards (1)(5) Optionbased awards Nonequity incentive plan compensation Pension value All other compensation Ian S. Brown 99,000 99,000 Michael M. Kanovsky 118,000 118,000 Harry L. Knutson (2) 11,833 11,833 Sue Lee 82,833 208,950 291,783 Margaret A. McKenzie 90,500 90,500 Robert G. Phillips (3) 45,167 247,650 292,817 Christopher P. Slubicki 83,833 83,833 Walter C. Yeates (4) 27,667 27,667 Notes: (1) (2) (3) (4) (5) (6) Estimated fair value of sharebased awards using the volume weighted average trading price of our common shares on the grant date including dividend entitlements. Mr. Knutson retired from our board on February 27, 2014. Mr. Phillips joined our board on May 2, 2014. Mr. Yeates retired from our board of directors on May 1, 2014. Ms. Lee and Mr. Phillips received an initial 15,000 RIAs when they joined our board, which vest 1/3 annually over 3 years. Mr. MacPhail, Mr. Poelzer and Mr. Skehar do not receive compensation from us for acting as directors although they do receive salary and other executive compensation from us. As at December 31, 2014, our outside directors held an aggregate of 90,560 RIAs, including dividends accrued, which represented 0.04% of the issued and outstanding common shares and common shares issuable on the exchange of exchangeable shares as at such date. For information regarding the outstanding RIAs held by our independent directors, see "Directors Outstanding Optionbased and Sharebased Awards" and "Directors Incentive Plan Awards Value Vested or Earned during the Year" below. Share Ownership Guidelines Independent Directors We have an equity ownership policy for our independent directors which require these directors to maintain an equity ownership interest in our common shares or exchangeable shares equal to at least three times their annual fixed retainer. Directors must satisfy this requirement by the later of January 1, 2019 or the date that is five years following the date such director joined our board. For the purposes of this policy, the value of shareholdings is based on the higher of the cost to acquire the shares or the current market price. As at March 10, 2015, all of our independent directors, except Robert G. Phillips whom joined our board on May 2, 2014, have met this requirement. The market value of all common shares and exchangeable shares owned by our independent directors as at March 10, 2015 was approximately $23.0 million. Total

20 The following table sets out the total ownership level of our Executive Chairman and the Executive Vice Chairman and each of our independent directors as at December 31 2014, relative to our equity ownership policy: Equity Ownership Guideline Shareholdings Name Multiple of Salary/ Retainer Amount of Salary/ Retainer Common and Exchangeable Shares (#) Holdings as a Multiple of Salary/ Retainer Value of Holdings (2) Guideline Met or Not Met (3) Keith A. MacPhail 3x 100,000 9,707,453 709 x 70,825,649 Met Ronald J. Poelzer 3x 100,000 7,823,753 571 x 57,113,397 Met Independent Directors: Ian S. Brown 3x 55,000 35,830 4.8 x 261,559 Met Michael M. Kanovsky 3x 55,000 3,504,267 465 x 25,581,149 Met Sue Lee 3x 55,000 18,000 2.4 x 131,400 Met Margaret A. McKenzie 3x 55,000 29,371 3.9 x 214,408 Met Robert G. Phillips (1) 3x 55,000 Not Met Christopher P. Slubicki 3x 55,000 23,387 3.1 x 170,725 Met Notes: (1) (2) (3) Mr. Phillips joined our board on May 2, 2014 and has five years to meet our share ownership guideline. Calculated based on the market price of our common shares on December 31, 2014 of $7.30. For the purposes of compliance with the policy, the value of these holdings is based on the cost to acquire the shares or the current market price. As a result, the value presented may be less than the required multiple although the guideline has been met. Ownership Philosophy In line with our culture of promoting ownership among our directors and executives and broad employee base, only common shares or exchangeable shares are considered when determining the value of shareholdings among our directors and executives. This is a more rigorous standard than commonly required within the market which often includes rights to acquire shares.

21 Directors' Outstanding OptionBased Awards and Sharebased Awards The following table sets forth for each of our directors other than directors who are also officers, all sharebased awards outstanding as at December 31, 2014. Such directors do not have any optionbased awards. Number of shares that have not vested (#) Sharebased Awards Market or payout value of sharebased awards that have not vested (1) Market or payout value of sharebased awards not paid out or distributed Name Ian S. Brown 10,928 79,774 Michael M. Kanovsky 10,928 79,774 Harry L. Knutson (2) Sue Lee 15,847 115,683 Margaret A. McKenzie 10,928 79,774 Robert G. Phillips 15,566 113,631 Christopher P. Slubicki 10,928 79,774 Walter C. Yeates (3) Notes: (1) (2) (3) Calculated based on the market price of our common shares on December 31, 2014 of $7.30 multiplied by the number of sharebased awards including dividend entitlements. Mr. Knutson retired from our board of directors on February 27, 2014. Mr. Yeates retired from our board of directors on May 1, 2014. Directors' Incentive Plan Awards Value Vested or Earned During the Year Optionbased awards Value vested during the year Sharebased awards Value vested during the year (1) Nonequity incentive plan compensation Value earned during the year Name Ian S. Brown 85,990 Michael M. Kanovsky 85,990 Harry L. Knutson (2) Sue Lee Margaret A. McKenzie 85,990 Robert G. Phillips Christopher P. Slubicki 85,990 Walter C. Yeates (3) Notes: (1) (2) (3) Calculated based on the market price of our common shares on the date of vesting multiplied by the number of RIAs including dividend entitlements. Mr. Knutson retired from our board of directors on February 27, 2014. Mr. Yeates retired from our board of directors on May 1, 2014.

22 LETTER TO SHAREHOLDERS Dear Fellow Shareholders, The Compensation Committee and the Board of Directors would like to share with you how we focus on managing our executive compensation practices to ensure that they are aligned with the interests of shareholders. We are proud that virtually all of our employees own our shares, and all employees understand that we reward for performance. This year we have continued to enhance our disclosure for you, the shareholder, to aid in the understanding of our compensation programs and the processes and rationale behind our pay decisions. We have also continued to enhance our executive compensation structure and related governance practices to reflect emerging market practices observed in 2014. Year in Review: 2014 Performance Management has executed our strategic plan to strengthen our business by becoming more efficient through the concentration of our operations and our capital spending in our core areas. Focused efforts on our key plays coupled with the appropriate application of technology and prudent capital allocation has resulted in significant gains in both our capital and operating efficiencies. Specifically, we have strengthened our business relative to our recent historical performance in the following ways: Concentrated our spending and operations whereby our core areas account for approximately 90% of our production and reserves at December 31, 2014 and 100% of our 2015 exploration and development budget. Added production at an industryleading cost of $17,000 per barrel of oil equivalent or boe per day in 2014 to achieve a production rate of 88,083 boe per day for the month of December, representing growth of 17% (8% per share), relative to the same period in 2013. Reduced finding, development and acquisition costs by 10% to $9.94 per boe on a proved plus probable basis, including changes in future development costs, resulting in a recycle ratio of 2.3:1 based upon an operating netback of $22.60 per boe in 2014. Improved operating efficiencies evidenced by a reduction in fourth quarter operating costs by 16% over last year to $7.38 per boe and an annual reduction in operating costs of 8% to $8.25 per boe for 2014. We are confident that these improvements in efficiency alongside our prudent commodity pricehedging accomplishments which has approximately 70% of our anticipated 2015 revenue net of royalties hedged, will support our commitment to delivering consistent and predictable returns to our shareholders. Even with these accomplishments, we acknowledge the deterioration in shareholder value experienced in the second half of the year as a result of a weakening commodity price environment. In considering our share performance relative to our close operating peers (see Custom Peer Group 1 below), we delivered total return to our shareholders near the median of the group. Overall Approach to Executive Compensation Our approach to designing compensation plans for our senior executives is focused on rewarding efforts that maximize our short and longterm performance, which we believe is in the best interest of our shareholders (see Risk Mitigation section on page 26 for specific details on the mechanisms used to link pay and performance). We continue to promote a culture of shareholder alignment and emphasize the importance of consistent absolute and relative share performance.

23 Our performancedriven compensation philosophy provides our Chief Executive Officer and our other named executive officers or NEOs with base salaries and bonuses that are modestly below industry average, while awarding modestly above industry average longterm incentives. In keeping with this philosophy, we have introduced a performance incentive award plan or PIA Plan for executive officers and senior employees which became effective in January of 2015. Summary of Executive Compensation and Related Governance and Disclosure Initiatives in 2014 In early 2014, based on feedback received from our shareholders and their representatives, as well as guidance provided by Hugessen Consulting Inc., the Compensation Committee's independent advisor, we committed to improving our executive compensation governance practices and related disclosure. Notable initiatives undertaken included improving our disclosure surrounding annual bonus payments and our overall approach to mitigating risk within our compensation programs. This process was continued throughout 2014 and into 2015; specifically, we: Expanded our disclosure relating to the short term incentive (annual bonus) program. Included an historic comparison of disclosed versus realized CEO compensation. Introduced the PIA Plan to enhance the alignment of our longterm incentive program with the market, as well as our operational, and strategic performance. The final payout of performance awards or PIAs granted under the PIA Plan will be based on our relative total shareholder return, our profitability measured by our recycle ratio, and the execution of our strategic plan. The plan is intended to reward for longterm performance and vests after three years. Discontinued the use of our stock option plan. Executive Compensation and the Linkage to Corporate Strategy and Performance Compensation paid to our NEOs and other senior employees is linked to our longterm strategic objectives in the following ways: Management and employees remain committed to our longterm strategy to become the most efficient operator within our sector in western Canada; this is considered by Management in the selection of performance metrics in the short and longterm incentive programs, and by the board when finalizing payouts under our incentive programs, which we believe motivates participants to deliver consistent profitability and relative total shareholder return. A significant proportion of total compensation is made up of longterm incentives. Chief Executive Officer Compensation Mr. Skehar received total direct compensation of $2,956,512 in 2014, including a 3.4% increase in base salary and shortterm and longterm incentive awards based on the board's assessment of his individual performance for leading us in our delivery of solid corporate results in 2014. Total pay provided to Mr. Skehar corresponds to median levels among our peers while reflecting his individual performance and corporate performance, with consideration given to the challenging commodity price environment we are currently experiencing. In December 2014, we approved an increase in the 2015 salaries of our Chief Executive Officer and Chief Financial Officer. In February of 2015, these officers voluntarily rescinded the increase and agreed to roll back their 2015 salaries to their 2014 level as an acknowledgement of the current commodity price environment facing us and the broader energy sector in 2015.

24 Conclusion We are confident that recent changes within our compensation programs and related governance practices will enhance the alignment between executive compensation and total shareholder return, demonstrating our commitment to our ownership philosophy and value creation. We remain committed to bettering our compensation and disclosure practices and will continue to monitor emerging best practices. We welcome shareholder feedback in our approach to executive compensation. Sincerely, (signed) Michael Kanovsky Lead Director (signed) Sue Lee Chair of the Compensation Committee

25 Named Executive Officers COMPENSATION DISCUSSION AND ANALYSIS For the year ended December 31, 2014 our NEOs are Jason E. Skehar, our President and Chief Executive Officer, Glenn A. Hamilton, our Senior Vice President and Chief Financial Officer, Bruce Jensen, our Chief Operating Officer, Dean M. Kobelka, our Vice President, Finance and Hank R. Spence, our Vice President, Operations. Compensation Objectives and Philosophy Compensation plays an important role in achieving short and longterm business objectives that ultimately drive business success. Our compensation philosophy is based on the following fundamental principles: Compensation should be consistent with shareholders' interests. Compensation should align with our overall business strategy and objectives. Compensation should be sensitive to our operating and financial performance, as well as shareholder value creation. Compensation should be market competitive. The objectives of our executive compensation program were developed based on the above mentioned compensation philosophy and are as follows: To attract and retain a high quality and talented leadership team. To motivate performance by encouraging all executives to become significant shareholders, while aligning a significant portion of the compensation to share ownership. To align compensation directly to exceeding annual corporate objectives. To reward executive and employee performance on the basis of key measurements that correlate to value creation. Our Compensation Committee assists our board in fulfilling its responsibilities by monitoring our compensation plans and practices and ensuring their congruence with our objectives by assessing and making recommendations regarding compensation, benefits, short and longterm incentive programs and employee retention. Compensation Committee Decision Making Process The Compensation Committee is currently composed of three independent nonmanagement directors, Ms. Lee (Chair), Ms. McKenzie and Mr. Slubicki. A summary of the mandate of the Compensation Committee is set forth on page 12 under "Compensation Committee". The Compensation Committee conducts annual reviews and recommends the compensation of our NEOs and all members of our executive team. Our Chief Executive Officer and Vice President, Human Resources and Administration present a recommendation and rationale regarding salary adjustments, bonuses and longterm incentives for all staff to the Compensation Committee. There is detailed discussion regarding executive salaries and bonuses with a review of the aggregate level of salary and bonuses for the remainder of employees.

26 The Compensation Committee makes specific recommendations to our board on our Chief Executive Officer's salary, bonus payments and longterm incentive awards. The Compensation Committee also recommends the salaries, bonus payments and longterm incentive awards of all other senior officers. The board reviews the recommendations of the Compensation Committee before final approval. Management directors are excused from the Compensation Committee and the board meetings during any discussion of their compensation. The Committee's Independent Compensation Advisor The Compensation Committee engaged Hugessen Consulting Inc. as its independent advisor in January 2014 to provide various executive compensationrelated services including the following: Assessment of our longterm incentive mix based on internal, retentive, and competitive considerations, which led to the development of the PIA Plan. Assistance with the implementation of the PIA Plan. Enhancements to the structure and rigour of our annual bonus program. Guidance on executive compensationrelated governance and related disclosure. Refinements to the Compensation Committee's annual process and agenda. We paid Huggesen Consulting Inc. consulting fees of $214,098 in 2014 (nil in 2013) for these services. Risk Mitigation in our Compensation Programs Our board believes that our executive and employee compensation programs have been designed in such a way that prevents inappropriate risk taking and excessive payouts under our incentive plans. While no compensation program can fully mitigate these risks, we have adopted the following approaches that we believe mitigate many compensation risks: We have a market competitive mix between fixed and variable pay, and short and longterm incentives, balancing risk and opportunities. The largest component of our compensation program is in the form of longterm incentives to reward longterm shareholder value creation. Executive performance is assessed relative to a broad set of metrics that include financial, operating and strategic measures that balance shorter term goals and longer term sustainable value creation. The performance framework associated with our annual bonus program ensures that bonuses are not paid if the minimum threshold levels of corporate and/or individual performance levels are not met, and payouts are capped at 140% of the target bonus levels (which approximate market median) when measures are exceeded, in order to avoid rewarding short term goals at the expense of longterm return to shareholders. Our board reviews the metrics used in our bonus program to ensure there are no "windfalls" for unsustainable performance. Our board retains the ability to exercise its judgment with respect to incentive awards and payouts in the event these are under or overstated due to extraordinary circumstances or conditions. We have an executive clawback policy which allows for the recoupment of any incentive compensation paid under certain circumstances.

27 We encourage share ownership through longterm incentives provided and ownership guidelines that extend to all officers. We have an antihedging policy that prohibits directors and officers from engaging in short selling or trading in puts, calls or options in respect of our securities. We have aligned our incentive programs between our executive officers and our employees, which helps to establish a strong "tone at the top" for operations, accounting, regulatory, environmental and health and safety compliance. Short Selling and Restrictions Our directors and officers are prohibited from knowingly selling, directly or indirectly, any of our securities if such person selling such security does not own or has not fully paid for the security to be sold. Directors and officers are also not permitted to buy or sell a call or put in respect of any of our securities. Our policies do, however, allow all employees to be in a short position for up to 10 days to facilitate the exercise of options or the exchange of exchangeable share and other convertible securities. Clawback Policy In March 2014, our board implemented a formal recoupment or "clawback" policy. In the event we are required to prepare an accounting restatement due to our material noncompliance, as a result of misconduct on the part of an employee, this policy provides that the board may, in its sole discretion and to the extent that it determines it is in our best interests to do so, require that our Chief Executive Officer and other executive officers (vice presidents and above) reimburse all or any portion of incentive compensation awarded or paid to them during the 12month period following the date on which the original financial statement was filed, including any profits realized from the sale of securities by that executive during that 12 month period. Share Ownership Guidelines Executives We have an equity ownership policy for our Executive Chairman, Executive Vice Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and all of our Vice Presidents, which require such officers to maintain an equity ownership interest in our common shares or exchangeable shares of at least three times their annual fixed salary in the case of our Executive Chairman, Executive Vice Chairman and our Chief Executive Officer, two times their annual fixed salary in the case of our Chief Financial Officer and Chief Operating Officer and 1.5 times their annual fixed salary in the case of our Vice Presidents. These officers must satisfy this requirement within five years. For the purposes of this policy, the value of shareholdings is based on the higher of the cost to acquire the shares or the current market price. As at March 10, 2015, our Executive Chairman, Executive Vice Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and all of our Vice Presidents met the requirement with the exception of our Vice President, Land who was promoted to this position in January 2013, our Vice President, Marketing who was hired in February, 2013 and our Vice President, Production who was promoted in October 2014. These Vice Presidents have five years from the date of promotion or hire in which to meet our ownership requirements.

28 The following table sets out the total ownership level of our named executive officers as at December 31, 2014, relative to our equity ownership policy: Equity Ownership Guideline 2014 Base Salary Shareholdings Common Holdings Shares and as a Exchangeable Multiple of Shares (#) Salary Value of Holdings (1) Multiple of Executive Salary Jason E. Skehar 3x 440,000 189,272 3.1 1,381,686 Met Glenn A. Hamilton 2x 340,000 818,987 17.6 5,978,605 Met Bruce W. Jensen 2x 295,000 72,075 1.8 526,148 Met Dean M. Kobelka 1.5x 275,000 78,661 2.1 574,225 Met Hank R. Spence 1.5x 295,000 546,283 13.5 3,987,864 Met Notes: (1) (2) Guideline Met or Not Met (2) Calculated based on the market price of our common shares on December 31, 2014 closing price of $7.30. For the purpose of the compliance with the policy, the value of shareholdings is based on the actual cost to acquire the shares or the current market price. As a result, the value presented may be less than the salary multiple although the guideline has been met. Ownership Philosophy In line with our culture of promoting ownership among our executive and broad employee base, only common shares and exchangeable shares are considered when determining the value of shareholdings among our officers and directors. We understand that this is a more rigorous standard than commonly required within the market. Beyond our officers and directors, we encourage all of our employees to hold shares through participation in our longterm incentive plans and our employee stock savings plan. Elements of Compensation and Compensation Mix The NEO's compensation package provides a balanced set of elements designed to deliver the objectives of our compensation philosophy. Total Direct Compensation Program Base Salary Bonus Program LongTerm Incentives Purpose Compensates executive for their role, level of responsibility, expertise, and personal performance. Helps retain and attract high quality employees in a competitive market by rewarding performance and motivating employees to achieve greater individual accomplishment in support of overall corporate success. A combination of Restricted Incentive Awards (RIA s) and Performance Incentive Awards (PIA s) motivates employees to focus on our longterm growth and success, while also providing the company with the flexibility to attract and retain high quality employees. Indirect Compensation Employee Stock Savings Plan Available to all employees, our stock savings plan encourages each participant to allocate a portion of their salary in shares of the company, thereby aligning their interests with the company and its shareholders. Philosophy Performance Period Targets are set at or slightly below the median of custom peer group 1 Targets are set at or slightly below median of custom peer group 1 Targets are set at or slightly above median of custom peer group 1 Targets are set at or above median of custom peer group 1 1 year Up to 39 months At Risk Compensation

29 AtRisk Compensation In line with our overall compensation philosophy that promotes ownership among our executives, a higher proportion of our NEO total compensation is atrisk and tied to our longterm performance. The following chart depicts 2014 atrisk target total direct compensation among our NEOs: CEO CFO + COO Base as a % of total STIP as a % of total LTIP as a % of total Other NEO 0% 20% 40% 60% 80% 100% Historic Comparison of CEO Compensation Disclosed vs. Realized 2013 and 2014 have been years of transition at Bonavista, as Mr. Skehar was promoted to the role of our Chief Executive Officer after Mr. MacPhail's 15 years of service as our Chief Executive Officer. During his tenure as our Chief Executive Officer, Mr. Skehar has remained focused on improving the quality of our assets and operations and has made substantial progress towards consolidating our asset base in our core areas. This has resulted in tangible improvements in our business, as demonstrated by our top decile capital efficiencies including our cost of adding production at $17,000 per boe per day and our finding, development and acquisition or FD&A costs of $9.94 per boe. Similarly, we have improved our operating efficiencies, as evidenced by a 9% reduction in our operating costs per barrel over the past two years while many of our peers experienced increases. Despite these accomplishments, the drop in commodity prices in the second half of the year further reduced our share price and overshadowed the progress we have made towards building a more efficient, focused company. As the majority of our Chief Executive Officer compensation is comprised of longterm incentives, Mr. Skehar's realized pay has been directly impacted by the decrease in our share price over the past five years. In the chart below, we compare the reported value of Mr. Skehar's longterm incentive, with the realized value of these longterm incentives over the past five years. Reported longterm incentive values are based on the grantdate fair value of longterm "at risk" incentives as disclosed annually in the Summary Compensation Table. Realized longterm incentive value is that which is earned during the period from longterm incentive grants and is calculated using the present value of longterm incentives settled (for sharebased awards) or exercised (for optionbased awards) during the five year period. Our approach to executive compensation is to provide the majority of compensation to senior executives in the form of longterm, atrisk incentives in order to reinforce alignment between our leadership team

30 and shareholders over the longterm. As illustrated in the chart below, Mr. Skehar's realized longterm incentive value has been below the target value at the time of grant, reflecting the "atrisk" exposure and demonstrating shareholder alignment. Notes: (1) (2) Reported longterm incentive values reflect values disclosed annually in the Summary Compensation Table, and are based on the grantdate fair value of longterm "at risk" incentives. Realized pay is that which is earned from longterm incentive grants and is calculated using the present value of longterm incentives settled (for sharebased awards) or exercised (for optionbased awards) during the period from January 1, 2010 to December 31, 2014. This analysis includes awards granted prior to 2010 and settled or exercised during the 20102014 period, but does not include the current market value of any outstanding longterm incentives. Benchmarking We participated in the "2014 Mercer Total Compensation Survey for the Energy Sector" compiled by Mercer (Canada) Limited to assist with gathering compensation information for comparable organizations in the oil and natural gas industry. In assessing comparability, the Compensation Committee reviewed total revenue, production and other key factors of these organizations relative to ours. For 2014, we developed a "Custom Peer Group 1" consisting primarily of dividend paying exploration and production companies similar in size and strategy to us. We also developed a "Custom Peer Group 2" which is a larger group of producing companies. In determining base salary, annual cash bonuses and longterm incentive awards, our Compensation Committee uses the executive's current level of compensation as the starting point. The Committee then makes adjustments to those levels by benchmarking primarily to our Custom Peer Group 1, and secondly to our Custom Peer Group 2. In the event that there is not a position match within Custom Peer Groups 1 or 2 or data for a particular NEO is limited, we benchmark pay relative to the group of companies that participate in the Mercer survey with production from 10,000 to 100,000 boe per day.

31 Our "Custom Peer Group 1" and "Custom Peer Group 2" contain the following producing companies: Custom Peer Group 1 Additional Companies in Custom Peer Group 2 ARC Resources Ltd. Baytex Energy Corp. Crescent Point Energy Corp. Enerplus Corp. Lightstream Resources Ltd. Pengrowth Energy Corporation Penn West Exploration Ltd. Surge Energy Inc. Vermilion Energy Inc. Advantage Oil & Gas Ltd. Apache Canada Ltd. Bellatrix Exploration Ltd. Birchcliff Energy Ltd. Canadian Natural Resources Ltd. Crew Energy Inc. EOG Resources Canada Inc. EnCana Corporation Canadian Division Endurance Energy Ltd. Journey Energy Inc. Long Run Exploration Ltd. Murphy Oil Company Ltd. Northern Blizzard Resources Inc. NuVista Energy Ltd. Painted Pony Petroleum Ltd. Paramount Resources Ltd. Perpetual Energy Inc. Rock Energy Inc. Seven Generations Energy Ltd. Sinopec Daylight Energy Ltd. Spyglass Resources Corp. Storm Resources Ltd. TAQA North Ltd. TORC Oil & Gas Ltd. Twin Butte Energy Ltd. Velvet Energy Ltd.

32 Base Salaries Base salary increases are performance and market driven. In December, the Compensation Committee determines each NEOs base salary for the upcoming year by benchmarking primarily to our Custom Peer Group 1, while taking into account each NEOs role and level of responsibility, the expertise and experience of the individual and the personal performance of the individual. Our policy is that salaries for our NEOs and other officers are set at or slightly below the median of salaries paid among industry peer issuers of similar size. For the remainder of managers and employees, salaries are competitive within our industry and are generally set at the median salary level among our Custom Peer Group 1. The following table summarizes base salaries paid to our NEOs for the years ended December 31, 2014 and 2013: Name and principal position 2013 Base Salary 2014 Base Salary % Increase Jason E. Skehar President and Chief Executive Officer Glenn A. Hamilton Senior Vice President and Chief Financial Officer Bruce W. Jensen (1) Chief Operating Officer Dean M. Kobelka Vice President, Finance Hank R. Spence Vice President, Operations Note: (1) 425,000 440,000 3.4 310,000 340,000 8.8 255,000 295,000 15.8 255,000 275,000 7.2 280,000 295,000 5.0 On October 1, 2014, Mr. Jensen was promoted to Chief Operating Officer and his salary was increased from $285,000 to $325,000. In comparing our NEOs 2014 base salaries (including the salary increase) to those of our "Custom Peer Group 1", one NEO was below the 25th percentile, three were between the 25th and 50th percentile and one was between the 50th and 75th percentile. Our CEO and CFO have agreed to forego a salary increase in 2015. Bonus Program As part of our overall compensation strategy, our bonus program helps us retain and attract high quality employees in a competitive market. This is accomplished by rewarding performance and motivating employees to achieve greater individual accomplishment in support of overall corporate success. Bonus targets are developed to be competitive with relevant market data primarily using our Custom Peer Group 1. Our bonus targets for our NEOs range between 50% and 80% of base salary. Our board of directors may pay bonuses to our executives based upon recommendations made by the Compensation Committee. In determining payouts under our bonus program, the Compensation Committee considers overall corporate performance relative to our corporate objectives.

33 To determine the 2014 bonus payout for the NEOs, the Compensation Committee considered the following performance measures for our 2014 results relative to our 2013 results and our 2014 corporate objectives: Performance Measure 2014 Actual Performance Board Assessment of Actual Performance Relative to: 2014 Corporate 2013 Actual Objectives Set Performance in Q1, 2014 Production Total Oil Equivalent (boe/day) 77,211 Improved Achieve Total Revenue ($/boe) 36.96 Improved Miss (1) Operating expenses ($/boe) 8.25 Improved Exceed Transport ($/boe) 1.28 Improved Achieve General and administrative ($/boe) 1.14 Improved Exceed Interest ($/boe) 1.55 Improved Exceed Total cash costs ($/boe) 12.20 Improved Exceed Debt to Funds from Operations Ratio 1.85 Improved Achieve Proved plus Probable Reserve balance (million boe) 426.70 Improved Achieve Funds from operations ($/boe) 19.92 Improved Miss (1) Finding, Development & Acquisition Costs ($/boe) 9.94 Improved Achieve FD&A Recycle Ratio 2.27 Improved Miss (1) Production Capital Efficiency ($/boed) 17,000 Improved Exceed Note: (1) Did not achieve budget solely due to commodity price erosion since setting the budget in the first quarter of 2014. The Committee also considered our financial and operating results relative to our peers, while acknowledging that total dividend and capital spending philosophies varied amongst those peers. The success of each NEO in achieving their individual goals and objectives are also considered when determining bonus payouts. Measures used to evaluate individual executive performance include: employee engagement within their corresponding team; employee attraction and retention success; ongoing mentorship, succession development and planning progress; execution of individual and departmental goals; and execution of our longterm strategy. In 2014, we demonstrated another solid year in our pursuit to become one of the most efficient operators within our sector in western Canada. We continued to concentrate assets and expenditures in our focus areas. This lead to significant improvements in capital and operational efficiencies and resulted in growth in production, funds from operations and reserves. The following operational and financial highlights demonstrate our accomplishments: We increased fourth quarter production by 14% over last year, resulting in annual production growth of 5% to 77,211 boe per day at a competitive cost of $17,000 per boe per day on a trailing 12month full cycle basis. We reduced FD&A costs by 10% over last year including changes in future development costs resulting in a recycle ratio of 2.3:1.

34 We reduced fourth quarter operating costs by 16% over last year resulting in an annual reduction in operating costs of 8% to $8.25 per boe. We hedged 70% of 2015 forecasted revenue, net of royalties, protecting funds from operations allowing for continued development of our high quality asset base. We believe that our portfolio of development opportunities competes favorably in this commodity price environment. We have achieved top decile capital and operating efficiencies in our core areas and we are positioned to further strengthen these assets in the coming years. While overall corporate performance exceeded 2013 levels and met our 2014 forecasts, payouts at or slightly below target levels were provided to our NEOs in 2014 in recognition of our share value erosion in the second half of 2014 and the current market conditions in 2015. LongTerm Incentive Plans During 2014, our active longterm incentive plans consisted of our stock option plan and our restricted incentive award plan. A summary of each of these plans is contained in Schedule B. On November 6, 2014, our board approved the adoption of our PIA Plan which became effective in 2015. The PIA Plan is designed to further align the interests of executive officers, management and certain permanent salaried positions with those of our shareholders. This is accomplished by designing the payout of awards under the plan around three performance measures: our relative total shareholder return, our profitability measured by our recycle ratio, and the execution of our strategic plan. Introduction of the PIA Plan is consistent with our initiative towards a more transparent and defined performancedriven culture, and is aligned with leading practices among our peers. The PIA Plan will complement our 2013 incentive award plan or RIA Plan and will replace our stock option plan. The PIA Plan will be introduced into the longterm incentive mix at senior levels within our organization, including our officers, managers and senior staff. RIAs will remain a longterm incentive for all staff as we believe that offering RIAs allows for greater flexibility in attracting and retaining high quality employees at all levels within our organization. We do not intend to make future grants under our stock option plan, but the plan will remain in place until such time as all outstanding stock options granted thereunder have been exercised or expired. Employee Stock Savings Plan All employees, including officers, are encouraged to contribute a portion of their salary, to a maximum of 8%, to the employee stock savings plan. For each $1.00 contributed by the employee to the plan, we contribute $1.50. The funds are used to buy common shares in the open market or by issuing common shares from treasury at the weighted average trading price of the last five trading days of the calendar month, or a combination thereof. As substantially all of our employees participate in this plan, the plan has been successful in encouraging employees to become shareholders and thereby promoting the principle that employees' interests are aligned with those of our shareholders. Summary Our board of directors believes that longterm shareholder value is enhanced by compensation based upon corporate performance. Through the plans described above, a significant portion of the compensation for all employees, including officers, is based on corporate performance, as well as industry competitive compensation practices.

35 Performance Graph Our common shares commenced trading on the Toronto Stock Exchange on January 7, 2011 following completion of a plan of arrangement with Bonavista Energy Trust. The following graph illustrates changes from December 31, 2009 to December 31, 2014, in the cumulative return on our common shares and trust units of our predecessor, Bonavista Energy Trust, assuming an initial investment of $100 in trust units on December 31, 2008, compared to the S&P/TSX Composite Index, the S&P/TSX Composite Energy Index and the S&P/TSX Oil and Gas Exploration and Production Index, with all dividends and distributions reinvested: 150 100 50 2009/12 2010/12 2011/12 2012/12 2013/12 2014/12 Bonavista Energy Corporation S&P/TSX Composite S&P/TSX Composite Energy Index S&P/TSX Oil and Gas Exploration and Production Index 2009/12 2010/12 2011/12 2012/12 2013/12 2014/12 Bonavista Energy Corporation 100 138 132 88 88 62 S&P/TSX Composite Index (1) 100 118 107 115 130 144 S&P/TSX Composite Energy Index (2) 100 113 102 102 115 110 S&P/TSX Oil and Gas Exploration and (3) Production Index 100 113 93 82 94 73 Notes: (1) (2) (3) The S&P/TSX Composite Index was previously called the TSE 300 Index. The S&P/TSX Composite Energy Index was previously called S&P/TSX Composite Energy Trust Index. The S&P/TSX Oil and Gas Exploration and Production Index was previously called S&P/TSX Capped Energy Index. Compensation for our executives is based on the achievement of certain predetermined criteria at the beginning of each fiscal year. These criteria include financial and operational measures, meeting of our strategic objectives along with other subjective objectives. The achievement of these objectives are measured against corporate and individual targets but do not necessarily track the changes in the market value of our common shares, specifically when influenced by factors external to the organization.

36 Summary of Compensation of Named Executive Officers The following table sets forth information concerning the compensation paid to our NEOs: Name and principal position Year Salary Sharebased awards (1) Optionbased awards (2) Nonequity incentive plan compensation Annual Longterm incentive incentive plans (3) plans Pension value All other compensation (4) Total compensation Jason E. Skehar (6) President and Chief Executive Officer 2014 2013 2012 440,000 425,000 328,750 1,435,925 594,411 2,373,295 720,587 984,895 360,000 250,000 52,800 59,127 47,262 3,009,312 1,328,538 3,734,202 Glenn A. Hamilton Senior Vice President and Chief Financial Officer 2014 2013 2012 340,000 310,000 275,000 725,520 556,088 589,500 417,940 162,287 388,563 240,000 200,000 130,000 40,800 45,327 40,812 1,764,260 1,273,702 1,423,875 Bruce W. Jensen (7) Chief Operating Officer 2014 2013 2012 295,000 255,000 235,000 1,037,550 410,322 350,361 252,205 108,431 213,624 185,000 140,000 110,000 35,400 37,425 27,429 1,805,155 951,178 936,414 Dean M. Kobelka Vice President, Finance 2014 2013 2012 275,000 255,000 235,000 453,450 406,961 350,361 252,205 108,431 213,624 150,000 130,000 110,000 33,000 38,727 36,012 1,163,655 939,119 944,997 Hank R. Spence Vice President, Operations 2014 2013 2012 295,000 255,000 235,000 408,105 413,831 350,361 216,176 108,431 213,624 140,000 130,000 110,000 35,400 29,775 28,200 1,094,681 937,037 937,185 Notes: (1) (2) (3) (4) (5) (6) (7) Estimated fair value of sharebased awards using the volume weighted average trading price of the common shares on the grant date including dividend entitlements. Estimated fair value of optionbased awards using the BlackScholes pricing model valued on the grant date. Represents the amount of bonus earned during the year regardless of when the bonus was paid. The value of perquisites, received by each of the NEOs including property or other personal benefits provided to the NEOs that are not generally available to all employees, were not in the aggregate greater than $50,000 or 10% of the NEOs total salary for the financial year. Includes our contribution to the employee savings plan during the year. On December 3, 2012, Mr. Skehar was promoted to Chief Executive Officer. On October 1, 2014, Mr. Jensen was promoted to Chief Operating Officer.

37 Outstanding ShareBased Awards and Optionbased Awards The following table sets forth all optionbased awards and sharebased awards outstanding for the year ended December 31, 2014 for each NEO: Optionbased Awards (1) Sharebased Awards Name Number of securities underlying unexercised options (#) Option exercise price Option expiration date Value of unexercised inthemoney options (2) Number of sharebased awards that have not vested (3) (#) Market or payout value of sharebased awards that have not vested (3) Market or payout value of sharebased awards not paid out or distributed Jason E. Skehar 150,000 13.93 111,000 15.21 200,000 16.15 150,000 16.30 18,750 22.52 18,750 23.49 47,502 25.80 55,500 26.07 47,502 28.84 (4) (5) (6) (7) (8) (9) (10) (11) (12) Total 799,004 181,074 1,321,839 Glenn A. Hamilton 33,900 13.80 87,000 13.93 33,900 13.94 78,578 15.21 87,000 16.30 12,500 22.52 12,500 23.49 37,500 25.80 39,288 26.07 37,500 28.84 (13) (4) (14) (5) (7) (8) (9) (10) (11) (12) Total 459,666 90,941 663,870 (15) (13) (4) (14) (5) (7) (8) (9) (10) (11) (12) Bruce W. Jensen 150,000 12.98 22,650 13.80 52,500 13.93 22,650 13.94 43,200 15.21 52,500 16.30 9,000 22.52 9,000 23.49 25,500 25.80 21,600 26.07 25,500 28.84 Total 434,100 105,142 767,540

38 Name Number of securities underlying unexercised options (#) Optionbased Awards (1) Option exercise price Option expiration date Value of unexercised inthemoney options (2) Number of sharebased awards that have not vested (3) (#) Sharebased Awards Market or payout value of sharebased awards that have not vested (3) Market or payout value of sharebased awards not paid out or distributed Dean M. Kobelka 22,650 13.80 (13) 52,500 13.93 (4) 22,650 13.94 (14) 43,200 15.21 (5) 52,500 16.30 (7) 10,000 22.52 (8) 10,000 23.49 (9) 27,000 25.80 (10) 21,600 26.07 (11) 27,000 28.84 (12) Total 289,100 59,538 434,624 Hank R. Spence 20,700 13.80 (13) 45,000 13.93 (4) 20,700 13.94 (14) 43,200 15.21 (5) 45,000 16.30 (7) 9,250 22.52 (8) 9,250 23.49 (9) 27,000 25.80 (10) 21,600 26.07 (11) 27,000 28.84 (12) Total 268,700 54,192 395,602 Notes: (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) Pursuant to our conversion from a trust to a corporation, all outstanding restricted trust unit awards and trust unit incentive rights granted under the restricted trust unit award plan and trust unit incentive rights plan of Bonavista Energy Trust were assumed by us. Such restricted unit awards and trust unit incentive rights continue to vest in accordance with the original terms thereof except that the holders of such rights are entitled to receive common shares in lieu of trust units and the exercise price per common share is calculated by deducting from the grant price the aggregate of all dividends on a per common share basis made by us after the grant date. No new rights have been granted under such plans but the plans will remain in place until such time as all outstanding rights granted thereunder have been exercised or expired. Calculated based on the difference between the market price of our common shares at December 31, 2014 of $7.30 and the exercise price of the options. The exercise prices of the former trust unit incentive rights have been adjusted for dividends since the date of grant. Award value calculated based on the market price of our common shares on December 31, 2014 of $7.30 multiplied by the number of sharebased awards. Number and value include dividend entitlements Onethird of these options expire on January 1, 2018, onethird expire on January 1, 2019, and onethird expire on December 31, 2019. Onethird of these options expire on July 1, 2016, onethird expire on July 1, 2017 and onethird expire on June 30, 2018. Onethird of these options expire on December 3, 2016, onethird expire on December 3, 2017 and onethird expire on December 2, 2018. Onethird of these options expire on July 1, 2018, onethird expire on July 1, 2019, onethird expire on June 30, 2020. Onehalf of these trust unit incentive rights expire on January 2, 2015, onehalf expire on December 31, 2015. Onehalf of these trust unit incentive rights expire on July 1, 2015, onehalf expire on June 30, 2016. Onethird of these options expire on July 2, 2015, onethird expire on July 4, 2016 and onethird expire on August 8, 2017.

39 (11) (12) (13) (14) (15) Onethird of these options expire on January 4, 2016, onethird expire on January 3, 2017 and onethird expire on January 2, 2018. Onethird of these options expire on January 2, 2015, onethird expire on January 4, 2016 and onethird expire on January 13, 2017. Onethird of these options expire on July 15, 2017, onethird expire on July 15, 2018 and onethird expire on June 30, 2019. Onethird of these options expire on January 2, 2017, onethird expire on January 2, 2018 and onethird expire on January 1, 2019. Onethird of these options expire on October 15, 2018, onethird expire on October 15, 2019, and onethird expire on October 14, 2020. Incentive Plan Awards Value Vested or Earned During the Year The following table sets forth for each NEO, the value of optionbased awards and sharebased awards which vested during the year ended December 31, 2014 and the value of nonequity incentive plan compensation earned during the year ended December 31, 2014: Optionbased awards Value vested during the year (1) Sharebased awards Value vested during the year (2) Nonequity incentive plan compensation Value earned during the year Name Jason E. Skehar 38,110 845,170 Glenn A. Hamilton 54,550 436,139 Bruce W. Jensen 33,254 298,144 Dean M. Kobelka 33,254 300,071 Hank R. Spence 31,668 284,293 Notes: (1) (2) Calculated based on the difference between the market price of our common shares on the vesting date and the exercise price of the optionbased awards on the vesting date. Calculated based on the market price of our common shares on the date of vesting multiplied by the number of sharebased awards including dividend entitlements. Pension Plan Benefits We do not have any pension plans for our employees. Employment Contracts We have entered into employment contracts with each of the NEOs and all other executive officers, that provide for certain payments to be made to our executive officers in certain circumstances, including following the occurrence of a "change of control" of us. The agreements define a "change of control" in the same manner as our RIA Plan.

40 The following table shows the compensation arrangements that would be provided to the NEOs upon the occurrence of the termination events listed below. Termination Event Applies to Arrangement Change of Control (1) Change of Control and for Good Reason Termination (2) Termination without Cause in advance of, or following, a Change of Control President and Chief Executive Officer Senior Vice President and Chief Financial Officer Chief Operating Officer All Named Executive Officers (other than the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, the Chief Operating Officer) President and Chief Executive Officer Senior Vice President and Chief Financial Officer Chief Operating Officer Base Salary: to receive 24 months base salary. Bonus Consideration: to receive 2 times the average annual bonus paid to the NEO in the immediately preceding three years. Benefits Plans: to receive 20% of 24 months base salary for loss of benefits and perquisites. Sharebased Awards: vesting dates are accelerated to the date of the change of control. Incentive Rights: vesting is accelerated on the effective date of the change of control. Stock Options: vesting is accelerated on the effective date of the change of control. Base Salary: to receive 18 months base salary. Bonus Consideration: to receive 1.5 times the average annual bonus paid to the NEO in the immediately preceding three years. Benefits Plans: to receive 20% of 18 months base salary for loss of benefits and perquisites. Sharebased Awards: vesting dates are accelerated to the date of the change of control. Incentive Rights: vesting is accelerated on the effective date of the change of control. Stock Options: vesting is accelerated on the effective date of the change of control. Base Salary: to receive 24 months base salary. Bonus Consideration: to receive 2 times the average annual bonus paid to the NEO in the immediately preceding three years. Benefits Plans: to receive 20% of 24 months base salary for loss of benefits and perquisites. Sharebased Awards: vesting dates are accelerated to the date of the termination for all awards that would have been vested during the 24 months following termination. Incentive Rights: vesting is accelerated to the date of the termination for all awards that would have been vested during the 24 months following termination. Stock Options: vesting is accelerated to the date of the termination for all awards that would have been vested during the 24 months following termination.

41 Termination Event Applies to Arrangement Termination without Cause in advance of, or following, a Change of Control Notes: All Named Executive Officers (other than the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, the Chief Operating Officer) Base Salary: to receive 18 months base salary. Bonus Consideration: to receive 1.5 times the average annual bonus paid to the NEO in the immediately preceding three years. Benefits Plans: to receive 20% of 1.5 times base salary for loss of benefits and perquisites. Sharebased Awards: vesting dates are accelerated to the date of the termination for all awards that would have been vested during the 18 months following termination. Incentive Rights: vesting is accelerated to the date of the termination for all awards that would have been issued during the 18 months following termination. Stock Options: vesting is accelerated to the date of the termination for all awards that would have been vested during the 18 months following termination. (1) (2) The agreements with our President and Chief Executive Officer, Senior Vice President and Chief Financial Officer and Chief Operating Officer provide them with the right, within six months following the date of the change of control, to treat their employment as being terminated. If in the six months following the occurrence of a change of control, the officer does not continue to be employed at a level of responsibility and compensation at least substantially with their level of responsibility and compensation immediately prior to such changes or the officer is relocated to a location other than Calgary, Alberta, without their consent, the officer may, within 90 days of such adverse changes, treat their employment as being terminated. The following table sets forth the estimated incremental payments that would be made to each of the NEOs assuming a change of control termination event (as described in the table above) occurred on December 31, 2014. Benefits and Perquisites Sharebased Awards (1) Total Incremental Payment Name Severance Period (Months) Salary Bonus Incentive Rights (1) Stock Options (1) Jason E. Skehar 24 880,000 470,667 176,000 1,080,795 2,607,461 Glenn A. Hamilton 24 680,000 290,000 136,000 542,084 1,648,084 Bruce W. Jensen 24 650,000 226,667 130,000 580,452 1,587,118 Dean M. Kobelka 18 412,500 165,000 82,500 285,056 945,056 Hank R. Spence 18 442,500 165,000 88,500 261,389 957,389 Note: (1) On the effective date of the change of control, any unvested sharebased awards and optionbased awards vest and become immediately exercisable. The amounts shown in the table includes the inthemoney value of sharebased awards and optionbased awards held by the NEOs which have been calculated based on the market price of our common shares on the Toronto Stock Exchange on December 31, 2014 (being $7.30) in the case of the sharebased awards and the difference between the market price of our common shares on the Toronto Stock Exchange on December 31, 2014 and the exercise price of the optionbased awards on December 31, 2014 in the case of the optionbased awards. The value of the sharebased awards includes dividend equivalents.

42 Liability Insurance of Directors and Officers We maintain directors' and officers' liability insurance coverage in the amount of $30 million for losses to us if we are required to reimburse our directors and officers, where permitted and for direct indemnity of directors and officers where reimbursement is not permitted by law. This insurance protects us against liability (including costs), subject to standard policy exclusions, which may be incurred by our directors and/or officers acting in such capacity. All of our directors and officers are covered by the policy and the amount of insurance applies collectively to all. The cost of this insurance for the year ending September 30, 2015 was $133,493. In addition, we have entered into indemnity agreements with each of our directors and officers pursuant to which we have agreed to indemnify such directors and officers from liability arising in connection with the performance of their duties. Such indemnity agreements conform to the provisions of the Business Corporations Act (Alberta). Pursuant to our bylaws, we have also indemnified, to the maximum extent permitted under the Business Corporations Act (Alberta), each of our directors and officers and each of our former directors and officers and we may indemnify a person who acts or acted at our request as a director or officer of a body corporate of which we are or were a shareholder or creditor and their heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of us or such body corporate. Securities Authorized for Issuance under Equity Compensation Plans The following sets forth information in respect of securities authorized for issuance under our equity compensation plans as at December 31, 2014: # of common shares to be issued upon exercise of outstanding rights % of total common shares to be issued upon exercise of outstanding rights Weighted average exercise price of outstanding rights # of available common shares available for future issuance under incentive plans % of common shares available for future issuance under longterm incentive plans Plan Category Equity compensation plans approved by security holders: Common share incentive rights plan (1) (2) 523,501 0.26% $16.92 Stock option plan (3) 7,516,281 3.69% $18.16 985,037 0.48% 2011 restricted share award plan (4) 815,116 0.40% 2013 incentive award plan (5) 1,947,055 0.96% 796,031 0.39% Equity compensation plans not approved by security holders Total (6) 10,801,952 5.30% 18.08 1,781,068 0.87% Notes: (1) Pursuant to our conversion from a trust to a corporation, the common share rights incentive plan (formerly the trust unit rights incentive plan of Bonavista Energy Trust) was amended and all outstanding common share incentive rights granted under the common share incentive rights plan were assumed by us. Such common share incentive rights continue to vest in accordance with the original terms thereof except that the holders of such rights are entitled to receive common shares in lieu of trust units and the exercise price per common share is calculated by deducting from the grant price the aggregate of all dividends on a per common share basis made by us after the grant date. No new rights will be granted under the plan but the plan will remain in place until such time as all outstanding common share incentive rights granted thereunder have been exercised or expired. As at December 31, 2014 there were 523,501 common share incentive rights granted under the common share incentive rights plan outstanding with an average exercise price of $16.92 and a weighted average remaining term of 0.8 years. As at March 10, 2015 there were 395,895 common share incentive rights

43 (2) (3) (4) (5) (6) granted under the common share incentive rights plan outstanding with an average price of $22.81 and a weighted average remaining term of 0.8 years. The weighted average exercise price of the common share incentive rights have been adjusted for dividends since the date of grant. As at December 31, 2014 there were 7,516,281 stock options outstanding under the stock option plan with an average exercise price of $18.16 and a weighted average remaining term of 1.7 years. As at March 10, 2015 there were 7,223,923 stock options outstanding under the stock option plan with an average exercise price of $17.85 and a weighted average remaining term of 1.9 years. As at December 31, 2014 there were 815,116 share awards outstanding under the 2011 restricted share award plan and as at March 10, 2015 there were 597,514 share awards outstanding under the 2011 restricted share award plan. The number of common shares issuable pursuant to the 2011 restricted share award plan does not include the dividend equivalents that will accumulate on the underlying grants. As at December 31, 2014 there were 1,947,055 incentive awards outstanding under the 2013 incentive award plan. As at March 10, 2015 there were 2,336,054 incentive awards outstanding. The total dilution from our longterm incentive plans is limited to 8% of our outstanding common shares (including shares issuable upon exchange of exchangeable shares). INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS Except as disclosed herein, there were no material interests, direct or indirect, of our insiders, proposed nominees for election as directors, or any associate or affiliate of such insiders or nominees since the beginning of our last financial year, or in any proposed transaction, which has affected or would materially affect us or any of our subsidiaries. INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON Our management is not aware of any material interest of any director or executive officer or anyone who has held office as such since the beginning of our last financial year or of any associate or affiliate of any of the foregoing in any matter to be acted on at the meeting, save as is disclosed herein. ADDITIONAL INFORMATION We undertake to provide, upon request, a copy of our 2014 annual report, containing financial information our management's discussion and analysis of financial condition and results of operations and the 2014 audited financial statements sections, as well as a copy of our annual information form, subsequent interim financial statements and this information circular proxy statement. Our annual information form also contains disclosure relating to our audit committee and the fees paid to KPMG LLP in 2014. Copies of these documents may be obtained on request without charge from Investor Relations of Bonavista Energy Corporation at 1500, 525 8th Avenue S.W., Calgary, Alberta, T2P 1G1, telephone (403) 213 4300 or our website www.bonavistaenergy.com or by accessing the disclosure documents available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com. OTHER MATTERS Our management knows of no amendment, variation or other matter to come before the meeting other than the matters referred to in the notice of annual meeting. However, if any other matter properly comes before the meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of the person voting the proxy. The contents and the sending of this information circular proxy statement has been approved by our directors. Dated: March 10, 2015

SCHEDULE A: BOARD OF DIRECTORS MANDATE Without limiting the generality of the foregoing, the board of directors will perform the following duties and abide by the following policies: Strategic Direction and Capital and Financial Plans Require our Chief Executive Officer to present annually a longer range strategic plan and a shorter range business plan for our business, which plans must: be designed to achieve our principal objectives; identify the principal strategic and operational opportunities and risks of our business; and be approved by the board of directors as a precondition to the implementation of such plans. Review progress towards the achievement of the goals established in the strategic, operating and capital plans. Identify the principal risks of our business and take all reasonable steps to ensure the implementation of the appropriate systems to manage these risks. Approve our annual operating and capital plans. Approve acquisitions and dispositions in excess of those which require approval pursuant to expenditure limits established by the board of directors. Approve the establishment of credit facilities. Approve issuances of additional common shares, exchangeable shares or other instruments to the public. Monitoring and Acting Monitor our progress towards achieving our goals and to revise and alter our direction through management in light of changing circumstances. Monitor overall human resources policies and procedures, including compensation and succession planning. Appoint the Chief Executive Officer and determine the terms of the Chief Executive Officer's employment. Approve our dividend policy. Ensure systems are in place for the implementation and integrity of our internal control and management information systems. In consultation with the Chief Executive Officer, develop a position description for the Chief Executive Officer. Evaluate the performance of the Chief Executive Officer at least annually. In consultation with the CEO, establish the limits of management's authority and responsibility in conducting our business. In consultation with the Chief Executive Officer, appoint all our officers and approve the terms of each officer's employment. Develop a system under which succession to senior management positions will occur in a timely manner. Approve any proposed material change in the management organization structure.

A2 Approve all retirement plans for officers. In consultation with the Chief Executive Officer, establish a disclosure policy. Generally provide advice and guidance to management. Approve all matters relating to a takeover bid for our securities. Finances and Controls Review our systems to manage the risks of our business and, with the assistance of management, our auditors and others (as required), evaluate the appropriateness of such systems. Monitor the appropriateness of our capital structure. Ensure that the financial performance is properly reported to shareholders, other security holders and regulators on a timely and regular basis. In consultation with the Chief Executive Officer, establish the ethical standards to be observed by all officers and employees and use reasonable efforts to ensure that a process is in place to monitor compliance with those standards. Require that the Chief Executive Officer institute and monitor processes and systems designed to ensure our compliance with applicable laws and our officers and employees. Require the Chief Executive Officer institute and maintain the integrity of, internal control and information systems, including maintenance of all required records and documentation. Approve material contracts. Recommend to shareholders a firm of chartered accountants to be appointed as auditors. Ensure our oil and gas reserve report, fairly represents the quantity and value of corporate reserves in accordance with generally accepted engineering principles and applicable securities laws. Take reasonable actions to gain reasonable assurance that all financial information made public (including our annual and quarterly financial statements) is accurate and complete and represents fairly our financial position and performance. Governance In consultation with the Executive Chairman, develop a position description for the Executive Chairman of our board. Selecting nominees for election to the board of directors. Facilitate the continuity, effectiveness and independence of the board of directors by, amongst other things: appointing an Executive Chairman; appointing a Lead Director; appointing from amongst the directors, an audit committee and such other committees of the board of directors as it deems appropriate; defining the mandate of each committee of the board of directors; ensuring that processes are in place and are utilized to assess the effectiveness of the Executive Chairman, the board of directors as a whole, each committee of the board of directors and each director; and establishing a system to enable any director to engage an outside adviser at our expense.

A3 Review annually the composition of the board of directors and its committees and assess directors' performance on an ongoing basis and propose new members to the board of directors. Review annually the adequacy and form of the compensation of directors. Delegation The board of directors may delegate its duties to and receive reports and recommendations from, any committee. Composition The board of directors should be composed of at least 5 individuals elected by the common shareholders and exchangeable shareholders at the annual meeting. A majority of board members should be independent (within the meaning of National Instrument 58101) and free from any business or other relationship that could impair the exercise of independent judgment. Members should have or obtain sufficient knowledge of our business and the oil and gas business to assist in providing advice and counsel on relevant issues. Board members should offer their resignation from the board of directors to the Chairman of the Board and the Governance Committee following: a change in personal circumstances which could reasonably interfere with the ability to serve as a director; and a change in personal circumstances which could reasonably reflect poorly on us (for example, finding by a Court of fraud, or conviction under Criminal Code or securities legislation). Meetings The board of directors shall meet at least four times per year and/or as deemed appropriate by the Chairman of the board. The board of directors shall meet at the end of its regular quarterly meetings without members of management being present. Minutes of each meeting shall be prepared. The Senior Vice President and Chief Financial Officer shall be available to attend all board meetings upon invitation. Vice Presidents and such other staff as appropriate to provide information to the board of directors shall attend meetings upon invitation. Authority The board of directors shall have the authority to review any corporate report or material and to investigate our activity and to request any employees to cooperate as requested. The board of directors may retain persons having special expertise and/or obtain independent professional advice to assist in fulfilling its responsibilities at our expense.

SCHEDULE B: LONG TERM INCENTIVE PLANS During 2014, our longterm incentive plans included our 2013 Incentive Award Plan and our stock option plan. The following is a summary of these plans. Complete copies of these plans have been filed and are available under our profile on SEDAR at www.sedar.com. We also have two legacy plans: our common share incentive rights plan and our 2011 restricted share award plan. Pursuant to our conversion from a trust to a corporation, the common share rights incentive plan (formerly the trust unit rights incentive plan of Bonavista Energy Trust) was amended and all outstanding common share incentive rights granted under the common share incentive rights plan were assumed by us. This plan will remain in place until such time as all outstanding common share incentive rights granted thereunder have been exercised or expired. As at March 10, 2015 there were 395,895 common share incentive rights granted under the common share incentive rights plan outstanding with an average price of $22.81 and a weighted average remaining term of 0.8 years. In 2013, we put in place our 2013 share award plan which replaced the 2011 restricted share award plan. There have been no new grants under the RSA Plan however the RSA Plan will continue until all RSAs granted under the RSA Plan have been paid or expired. As at March 10, 2015 there were 597,514 share awards outstanding under the 2011 restricted share award plan. 2013 Incentive Award Plan (RIA Plan) Our directors, officers, consultants, employees and other service providers are eligible to receive restricted incentive awards (RIAs) under the RIA Plan. The purpose of the RIA Plan is to promote a proprietary interest in our organization and to attract and encourage such persons to remain in our employ or service. The number of common shares available to be issued under the RIA Plan from time to time is limited to 3.0 million common shares. The aggregate number of common shares that could be issued to any single holder may not exceed 1% of our outstanding common shares (including common shares issuable upon the exchange of exchangeable shares). The participation of nonmanagement directors in the RIA Plan is limited to the lesser of: (a) 0.25% of our outstanding common shares (including common shares issuable upon the exchange of exchangeable shares); and (b) an annual equity award value of $100,000 with the value of each RIA calculated at the time of grant. In addition, the number of common shares that are available to be issued to insiders within a one year period and issuable to insiders at any time under the RIA Plan or when combined with all our other securities based compensation arrangements, may not exceed 10% of our outstanding common shares (including common shares issuable upon the exchange of exchangeable shares). Unless otherwise directed by our board of directors, RIAs are paid in three annual payments commencing on the first anniversary of the date of grant. These payment dates may be extended for leave of absences and blackout periods. In the event of a change of control, the payment dates will be accelerated to the effective date of the change of control. In addition, our board of directors may, in its sole discretion, determine that a RIA is payable in relation to all or a percentage of the award value covered thereby for all or any RIAs at any time and from time to time. All RIAs expire on December 15 th of the third year following the year in which the RIA was granted regardless of any other provision of the RIA Plan (including extension of payment dates for blackout periods and leaves of absences). Immediately prior to each payment date, the notional number of common shares underlying a RIA will be adjusted for dividends in accordance with the RIA Plan. On a payment date our board, in its sole and absolute discretion, has the option of settling the award value payable in respect of the RIA in cash, common shares, or a combination of cash and shares. Our board will not determine what form the

B2 payment method will be until the payment date or some reasonable time prior to the payment date. No holder of a RIA award has the right, at any time, to demand the form of payment. Unless otherwise determined by our board of directors or unless otherwise provided in an incentive award agreement or any written employment or consulting agreement governing a holder's role with us, in the event that a holder ceases to be employed or retained for any reason, other than the death or disability of the holder, all outstanding RIAs will be terminated on the earlier of the expiry date and 30 days from the date that the holder ceased to be employed or retained. Upon the termination of any employee for cause, our board of directors may, in its sole discretion, terminate unpaid RIAs. Upon the death or disability of a holder prior to the expiry date, all outstanding RIAs will be terminated on the earlier of the expiry date and six months from the date of death or disability. Other than a transfer of a RIA to a holder's legal representative on death or disability, RIAs granted under the RIA Plan are nontransferrable. Our RIA Plan and any RIAs granted thereunder may be amended, modified or terminated by our board of directors without shareholder approval, subject to any required approval of the Toronto Stock Exchange. Notwithstanding the foregoing, the RIA Plan and any RIAs granted under the RIA Plan may not be amended without shareholder approval to: (a) increase the fixed number of common shares available to be issued under outstanding RIAs at any time; (b) extend the expiry date of any outstanding RIAs; (c) permit a holder to transfer or assign RIAs to a new beneficial holder other than in the case of death of the holder; (d) increase the number of common shares that may be issued to service providers above the restriction in the RIA Plan; (e) amend the limits on non management director participation; (f) increase the number of common shares that may be issued to insiders above the restriction contained in the RIA Plan; or (g) amend the amendment provision. In addition, no amendment to the RIA Plan or RIAs granted pursuant to the RIA Plan may be made without the consent of the holder, if it adversely alters or impairs any right previously granted to such holder under the RIA Plan. Our RIA Plan also contains antidilution provisions which allow our board of directors to make such adjustments to the plan, to any RIAs and to any incentive award agreements outstanding under the RIA Plan as our board of directors may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to service providers thereunder. Stock Option Plan Our stock option plan is designed to motivate all employees to focus on our longterm growth and success. All of our directors, officers, consultants, employees and other service providers are eligible to receive options under our stock option plan. The aggregate number of common shares that may be reserved for issuance under option grants under the stock option plan may not exceed 8,612,880, which includes common shares reserved for outstanding stock options under our former stock option plan. In addition, the aggregate number of stock options to any single holder of stock options may not exceed 5% of our common shares (including common shares issuable upon exchange of our exchangeable shares) and the number of common shares reserved for issuance to insiders within a one year period pursuant to the plan and issuable to insiders at any time, under the plan or when combined with all of our other security based compensation arrangements, may not exceed 10% of our common shares (including common shares issuable upon exchange of our exchangeable shares). Non management directors are not eligible to be granted stock options under the plan. Unless otherwise determined by our board of directors and subject to extension if the optionee is on a leave of absence, all stock option grants will vest as to one third of the total grant on each of the first three anniversary dates. Vesting of all options will also accelerate on a change of control of us. Unless

B3 otherwise determined by our board of directors, the expiry dates of stock options are tied to the vesting dates, subject to extension for leave of absences and blackout periods. No stock option may be exercised beyond seven years from the date of grant. Any stock options which have not been exercised by the expiry date will expire. Options are issued with an exercise price not less than the volume weighted average trading price of our common shares on the Toronto Stock Exchange for the five trading days prior to the date of grant. Unless otherwise determined by our board of directors or unless otherwise provided in a stock option agreement pertaining to a particular stock option or any written employment or consulting agreement governing a holder's role with us, if the optionee ceases to be a director, officer or employee for any reason whatsoever, other than death or disability of the holder, the optionee may, prior to the expiry date and within 30 days thereafter, exercise the stock options which had vested on or prior to the cessation date, after which time the stock option will terminate; provided that upon the termination of any employee for cause, our board of directors may terminate all outstanding vested stock options. Upon the death or disability of a holder, the holder's legal representative, may prior to the earlier of the expiry date of the option and the date that is six months from the date of death or disability, exercise stock options which had vested on or prior to such date, after which time all such stock options will terminate. All stock options which had not vested at the date of death or disability will terminate. Stock options granted under the plan are not assignable. Our stock option plan and any stock options granted pursuant to the plan may be amended, modified or terminated by our board without approval of our shareholders subject to any required approval of the Toronto Stock Exchange. However, the plan may not be amended without shareholder approval to: (a) to increase the maximum number of common shares issuable on exercise of outstanding stock options; (b) extend the expiry date of any outstanding stock options; (c) permit a holder to transfer or assign stock options to a new beneficial holder other than in the case of death of the holder; (d) make any reduction in the exercise price of a stock option or permit a reduction in the exercise price of a stock option by the cancellation and immediate reissue of stock options or other entitlements; (e) increase the number of stock options that can be issued to service providers above the restriction contained in the plan; (f) amend eligible participants under the plan that may permit the introduction or reintroduction of nonmanagement directors on a discretionary basis; (g) amend the plan to allow nonmanagement directors to participate in the plan; (h) increase the number of common shares that may be issued to insiders above the maximum limit on the number of securities that may be issued to insiders; or (i) make any amendment to the amendment clause. The plan also contains antidilution provisions which allow our board of directors to make such adjustments to the plan, to any stock options and to any stock option agreements outstanding under the plan as our board of directors may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to service providers thereunder.