EX-99.2 3 tm2310506d11_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

BAYTEX ENERGY CORP.

Annual and Special Meeting of Shareholders

held on May 15, 2023

 

Report of Voting Results pursuant to Section 11.3 of
National Instrument 51-102 – Continuous Disclosure Obligations

 

This report sets forth a brief description of each matter which was voted upon at the annual and special meeting of holders of common shares ("Baytex Shares") of Baytex Energy Corp. ("Baytex") held on May 15, 2023 (the "Meeting") and the outcome of the vote. A detailed description of the business of the Meeting is contained in the information circular and proxy statement dated April 3, 2023 (the "Information Circular"). An aggregate of 204,407,281 Baytex Shares (being 37.47% of the Baytex Shares eligible to be voted at the Meeting) were represented at the Meeting.

 

The vote on each matter was conducted by ballot. The manner in which the ballots were cast in respect of each matter is set out below.

 

1.Ordinary resolution, the full text of which is set forth in Appendix A to the Information Circular, to approve the issuance of up to an aggregate of 323,323,741 Baytex Shares to Ranger Oil Corporation ("Ranger") securityholders pursuant to the agreement and plan of merger dated February 27, 2023 between Baytex and Ranger, as may be amended from time to time (collectively, the "Merger Agreement"), as more particularly described in the Information Circular, such number of Baytex Shares consisting of: (i) up to 311,213,987 Baytex Shares issuable pursuant to the Merger Agreement; (ii) up to 11,609,754 Baytex Shares issuable in connection with the conversion of the Ranger convertible awards pursuant to the Merger Agreement; and (iii) an additional 500,000 Baytex Shares to account for clerical and administrative matters in accordance with policies of the Toronto Stock Exchange, including the rounding of fractional Baytex Shares to ensure that there are a sufficient amount of Baytex Shares to effect the merger.

 

Votes For   Votes Against 
#   %   #   % 
174,624,233   95.458   8,309,626   4.542 

 

2.Ordinary resolution to approve the selection of the following eight nominees to serve as directors of Baytex for the ensuing year, or until their successors are duly elected or appointed, as described in the Information Circular.

 

  Votes For   Votes Withheld 
Name of Nominee  #   %   #   % 
Mark R. Bly  177,994,215   97.300   4,939,646   2.700 
Trudy M. Curran  177,589,205   97.078   5,344,656   2.922 
Eric T. Greager  175,881,715   96.145   7,052,146   3.855 
Don G. Hrap  173,688,516   94.946   9,245,345   5.054 
Angela S. Lekatsas  177,721,878   97.151   5,211,982   2.849 
Jennifer A. Maki  177,816,227   97.202   5,117,633   2.798 
David L. Pearce  178,327,443   97.482   4,606,417   2.518 
Steve D.L. Reynish  174,085,368   95.163   8,848,493   4.837 

 

  

 

 

3.Ordinary resolution to approve the appointment of KPMG LLP, Chartered Professional Accountants, as auditors of Baytex for the ensuing year and to authorize the directors of Baytex to fix their remuneration.

 

Votes For   Votes Withheld 
#   %   #   % 
202,018,930   98.977   2,087,646   1.023 

 

4.Advisory resolution to accept the approach to executive compensation as disclosed in the Information Circular.

 

Votes For   Votes Against 
#   %   #   % 
173,578,999   94.886   9,354,978   5.114