Ovintiv : Management information circular - English

Dear Fellow Shareholders:

We are proud of another year of strong performance and strategic execution for our Company in 2023. We continued to provide the safe, affordable, and secure energy that fuels the world. We remain committed to the safe, efficient and responsible development of these critical products that make modern life possible.

The Ovintiv team generated net earnings of more than $2 billion and Free Cash Flow of approximately $1.2 billion. We returned more than $730 million directly to our shareholders through base dividends and share buybacks. Our business performance was driven by the consistent execution of our durable returns strategy.

During 2023, we seamlessly and simultaneously executed a set of Permian Basin acquisitions and the divestiture of our Bakken asset. These transactions were highly accretive, reaffirmed our investment grade rating, expanded our Permian inventory life, and were completed ahead of schedule. Together with our time-tested strategic bolt-on and organic assessment and appraisal programs, we have added over 1,650 premium return net drilling locations in the past several years.

We also continued to drive strong operational execution across all our assets. Our leading well results and efficiency gains across our portfolio drove outperformance throughout the year. In 2023, we saw multiple quarters of both production and capital guidance beats, allowing us to raise guidance twice and bring additional wells online for the same capital spend- boosting returns on invested capital. We also continued to deliver on our Scope 1 & 2 Greenhouse Gas ("GHG") target, with 2023 emissions intensity down 42% from 2019 levels. This culture of innovation and efficiency is hard to match and is showing up in our outstanding results.

We continued our track record of strong Board oversight and seeking feedback from our shareholders through our annual outreach program. Our commitment to being a responsible producer remains resolute and will continue to be a cornerstone of our business. We believe that fostering a culture of innovation, engaging with our external stakeholders and workforce, adhering to the highest standards of conduct, and setting measurable

near-term targets supports the sustainability of

our business and drives better corporate outcomes. Our ongoing strategic board refreshment process led to four new directors in 2021-2024, two of which were added in the past two years, bringing a balance of tenure, age, background, and perspective.

Finally, I am proud to report the important progress

the Ovintiv team made on safety performance. The Board was engaged throughout the year with the Company's Safety Advisory Task Force ("Safety Task Force"). The Safety Task Force reported to the Environment, Health and Safety ("EHS") Committee. This organization wide effort created a performance step-change in 2023. As can be seen in our results, 2023 was an outstanding safety performance year across key metrics and we are constantly looking to improve safety awareness and procedures.

We are excited about the impressive results our Company has generated. Looking forward, we are committed to developing our resource safely, efficiently, and responsibly, while also generating durable returns for our shareholders.

On behalf of the Board, thank you for your investment in our Company.

PETER A. DEA

CHAIR OF THE BOARD

TABLE OF CONTENTS

Record Date

Your Vote Is Important

You can vote your shares of Ovintiv common stock in any of the following ways:

ONLINE

Before the Meeting you may vote your shares through the internet by following the directions on your proxy card. Internet voting is available

24-hours a day. To vote online, you will need the control number located on your proxy card or Notice of Internet Availability of Proxy Materials.

PHONE

Call 1-800-690-6903 from a touch-tone phone and follow the voice instructions. To vote by phone, you will need the control number located on your proxy card or Notice of Internet Availability of Proxy Materials.

Shareholders at the close of business on the Record Date are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof. As of the Record Date, there were 268,953,641 shares of Ovintiv common stock issued and outstanding.

The Notice of Internet Availability of Proxy Materials is being mailed to shareholders on or about March 21, 2024.

By Order of the Board,

Meghan N. Eilers

Executive Vice-President, General Counsel & Corporate

Secretary

Ovintiv Inc.

March 21, 2024

MAIL

If you received a proxy card by mail, you can complete, sign and date the card and return it by mail using the postage-paid envelope included in your package.

AT THE MEETING

Shareholders of record as of March 5, 2024 (the "Record Date") can vote at the Meeting by visiting www.virtualshareholdermeeting.com/ovv2024. To vote at the Meeting, you will need the control number included on your proxy card or Notice of Internet Availability of Proxy Materials.

If you are a non-registered shareholder, please refer to the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you to vote in advance of or at the Meeting.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY

OF PROXY MATERIALS

The SEC's "Notice and Access" rule permits Ovintiv to deliver a Notice of Internet Availability of Proxy Materials to shareholders in lieu of paper copies of the company's Proxy Statement, Annual Report on Form 10-K and related materials (collectively, the "Proxy Materials"). The Notice of Internet Availability of Proxy Materials provides instructions as to how shareholders can access the Proxy Materials through the Internet or, alternatively, request printed copies of the Proxy Materials be sent to them by mail.

PROXY SUMMARY

PROXY STATEMENT SUMMARY

This summary is provided for your convenience. It does not contain all of the information you should consider when casting your vote. We encourage you to read this entire Proxy Statement before voting. For additional information, please refer to the 2023 Annual Report on Form 10-K of Ovintiv Inc. ("Ovintiv" or the "Company") dated February 27, 2024 (the "Annual Report"). Unless noted otherwise, information in this Proxy Statement is as of February 27, 2024. Certain measures in this Proxy Statement do not have any standardized meaning as prescribed by U.S. GAAP (as hereinafter defined) and, therefore, are considered non-GAAP measures (as hereinafter defined and noted by the † symbol). For additional information regarding non-GAAP measures, refer to Schedule A of this Proxy Statement.

Business Overview

High Quality Portfolio

• Four top tier assets with substantial operating scale
• Generating strong cash flows from each asset

Deep Inventory of Premium Drilling Locations

• 10-15yrs of oil & condensate and >20 yrs of natural gas inventory
• Proven organic assessment and appraisal program

Multi-Basin Advantage

• Cross basin learnings and operational best practices employed across the portfolio

Multi-Product Commodity Exposure

• Balanced production across oil and natural gas
• Maximizing price realizations through market diversification

Generating Durable Returns

• Expertise and culture to convert resource to Free Cash Flow†
• Disciplined capital allocation

Montney

Uinta

Anadarko

Permian

Key Year-End 2023 Business Metrics

Our Approach to Sustainability

Producing safe, affordable and reliable energy both profitably and sustainably is a powerful purpose - one that Ovintiv takes seriously. Our products fuel the world and make modern life possible. Oil, natural gas, and natural gas liquids are essential to every aspect of life from transportation to education and healthcare. It is easy to forget how reliant families and communities across the globe are on oil and natural gas, from the clothes we wear, the food we eat, the mobility we cherish and the electronic technologies we rely on every day. The reliability and affordability of our products combat poverty, enhance quality of life and drive our economies. As a responsible and innovative producer of oil and natural gas, we are committed to drive progress and improve lives. Responsible business and sustainability are pillars of our strategy. Our Board of Directors (the "Board") and executive leadership team ("ELT") direct our environmental, social and governance ("ESG") strategies, monitoring progress and performance through the Board's committee structure. High standards for sustainable excellence are established through our policies and programs, and employees understand the Company's expectations and are empowered to take ownership of their own performance. By linking employee and executive compensation to environmental and social performance-related metrics, the Board is ensuring every team member is aligned to continuous improvement. Starting in 2021, we included our methane emissions reductions target in our compensation scorecard. In our 2022 compensation program, we established a Scope 1 & 2 GHG emissions intensity target, further incentivizing our team members to be both innovative and responsible in their daily decision-making. Our Scope 1 & 2 GHG emissions intensity target was not adjusted for acquisition or divestiture activity in 2023.

History of ESG Leadership

A History of Robust and Transparent Disclosure

• In May of 2023, Ovintiv published its 2022 Sustainability Report, highlighting the Company's leadership in sustainability and highlighting its significant achievements in various initiatives on our dynamic website to further improve our industry leading transparency and reporting performance.

PROXY SUMMARY

PROXY SUMMARY

OUR KEY ENVIRONMENTAL, SOCIAL & GOVERNANCE INITIATIVES

EMISSIONS

• Scope 1 & 2 GHG intensity reduction target tied to compensation (benchmarked to 2019).
• 42% reduction in Scope 1 & 2 GHG intensity at year-end 2023 (benchmarked against 2019 results).
• Ovintiv is committed to meeting World Bank Zero Routine Flaring initiative.(1)

TRANSPARENCY

• 19th consecutive year of industry leading sustainability reporting and transparency in 2023.

• Leading industry-wide initiatives through active trade association engagement with the American Exploration & Production Council, the Canadian Association of Petroleum Producers, and the American Petroleum Institute.

• Produced disclosures aligned with Task Force on Climate-related Financial Disclosures ("TCFD") and Sustainability Accounting Standards Board ("SASB") guidance.

HUMAN CAPITAL

Our success is a direct result of the talent of our team and our ability to work together to achieve Company goals. We work hard to put our best ideas into action - making energy development more advanced, efficient, safer and sustainable than ever before.

Creating a culture of inclusion is consistent with our long-standing foundational values, and we seek to make sure that every employee has an equal opportunity for success at Ovintiv. The Company supports Ovintiv LINK (Leveraging Inclusion, Networking and Knowledge), an inclusive network that invites all Ovintiv employees to come as equals and share their diverse thoughts, perspectives and approaches. LINK's goal is to enhance company culture by creating connections, building networks and making the workforce more united. LINK won the 2023 ALLY Energy GRIT (Growth Resilience Innovation Talent) Award for The Best Affinity Group (employee resource group). This award represents ALLY's highest honor for internal employee groups, companies, start-ups, and schools. ALLY Energy's GRIT Awards recognize individuals, students, teams, for-profit and non-profit organizations that demonstrate GRIT with a focus on driving a just, equitable, diverse, and inclusive (JEDI) culture in the workplace.

GOVERNANCE

Strong corporate governance is the core of our sustainable initiatives. In January of 2024, the Ovintiv Board added a new independent director to the Board, which marks the second new independent director in as many years.

In 2023, the Company updated its Insider Trading and Clawback policies and added a Board Overboarding and Change in Circumstance policy, all of which set the standards for strong corporate governance.

Note:

1. Ovintiv's legacy operations are fully aligned today, full alignment of the Permian Acquisition assets is still in progress.

To learn more about Ovintiv's sustainability initiatives, please refer to our Sustainability Report, which is available on our website under the "Sustainability" tab.

Safety Taskforce

At Ovintiv, safety is a foundational value and drives decision-making across the organization. We want every person who steps foot on our site to leave in the same condition they arrived.

In 2023, we undertook an extensive, company-wide review of our safety practices by an internal Safety Advisory Task Force and commissioned an independent review conducted by a third party, both of which reported directly to our ELT and Board of

Directors. Through these reviews, immediate action was taken, and four strategic initiatives emerged: Start Work Safely Authorization, Integrate Safety into Commercial Processes, Safety Leadership Competency Development and Embed One Safety Culture. We then established multi-disciplinary advisory groups to provide recommendations and chart a path forward for each strategic initiative.

PROXY SUMMARY

In 2023, we solicited

feedback from shareholders

holding >67% of our

common stock through our annual outreach program

Directors joined engagements offered with the Company's top 10 investors, which included:

• Independent Board Chair
• Chair of the Human Resources and Compensation Committee
• Chair of the Corporate Responsibility and Governance Committee
• Sustainability team leadership
• Investor Relations team leadership

PROXY SUMMARY