UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Encana Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March ●, 2019

Dear Fellow Shareholders,

On behalf of the Board and management of Encana Corporation, we thank you for your continued support.

Please join us at our Annual Meeting of Shareholders on Tuesday, April 30, 2019 at 10:00 a.m. MDT. The meeting will be held in Calgary, Alberta at the Oddfellows Building, Ballroom (Floor 4), 100 – 6^th Avenue S.W. Live coverage will be available on our website at www.encana.com. Audio recording will be available on our website after the meeting.

Since launching our strategy in 2013, Encana has been relentlessly focused on becoming a leading North American, multi-basin, unconventional resource company.

Our recent acquisition of Newfield Exploration Company accelerated execution of this objective by adding a highly desirable entry into the core oil window of the Anadarko basin. Combined with our existing growth assets in the Permian and Montney, this large-scale, liquids-weighted growth asset significantly enhances our premium inventory, investment optionality and resilience, which we believe represent key drivers of shareholder value. The transaction also enhanced our ability to return capital to shareholders through a corresponding 25 percent increase to our dividend and $1.25 billion share buyback program.

As a shareholder, you have the right to participate in and vote your common shares on items of business at the meeting. This proxy statement describes business to be conducted at the meeting and provides important information about our nominated directors, corporate governance practices and approach to executive compensation. This information is to assist you in deciding how to vote your common shares. In addition to ordinary business, two special items will be proposed to shareholders at the meeting: (i) introduction of a new Omnibus Long-Term Incentive Plan; and (ii) amendment and reconfirmation of our Shareholder Rights Plan.

Your vote and participation at the meeting are important. Please review this proxy statement before the meeting.

We look forward to your participation at the meeting on April 30, 2019.

Sincerely,

The 2019 Annual Meeting of Shareholders (the “Meeting”) of Encana Corporation (“Encana” or the “Company”) will be held on Tuesday, April 30, 2019, at 10:00 a.m. MDT in Calgary, Alberta at the Oddfellows Building, Ballroom (Floor 4), 100 – 6^th Avenue S.W., Calgary, Alberta. The Meeting has been convened for the following purposes:

The Proxy Statement is dated March ●, 2019 and information is as of February 28, 2019, unless otherwise stated. The Proxy Statement is being mailed to shareholders on or about March 26, 2019.

Record Date

The Board of Directors has set March 6, 2019 (the “Record Date”) as the record date for the Meeting. Only Encana shareholders at close of business on that date are entitled to receive this notice of Meeting (“Meeting Notice”) and to vote at the Meeting (including any adjournments or postponements thereof). As at the Record Date, there were ● Encana common shares (“Common Shares”) issued and outstanding and entitled to vote at the Meeting.

Your Vote is Important

Your vote is important to us. You can vote your Common Shares by proxy or in person at the Meeting. See “If I am a REGISTERED Shareholder, How Do I Vote?” or “If I am a NON-REGISTERED Shareholder, How Do I Vote?” beginning on page four for details.

Webcast of Meeting

You can access the Meeting (but not vote) via live webcast at www.encana.com/investors/shareholder/
meeting.html. You can also access our proxy materials, submit questions for the Meeting and learn more about Encana on our website.

The Board of Directors has approved the contents of the Proxy Statement and authorized us to send it to you.

By Order of the Board of Directors,

Nancy L. Brennan

Corporate Secretary

Encana Corporation

Calgary, Alberta

March ●, 2019

This Proxy Statement is provided to you on behalf of the Board of Directors (the “Board”) to solicit proxies to be voted at the Meeting (including any adjournments or postponements thereof). All properly executed written proxies and properly completed proxies submitted by telephone or Internet delivered in accordance with this solicitation will be voted at the Meeting consistent with directions found in the proxy, unless the proxy is revoked prior to completion of voting at the Meeting.

Each shareholder of record on the Record Date is entitled to one vote for each Common Share held.

This summary is provided for your convenience. We encourage you to read this entire Proxy Statement before voting. For additional information about our 2018 performance, please see Encana’s 2018 Annual Report on Form 10-K dated February 28, 2019 (the “Annual Report”)¹.

You are requested to vote on the following matters at the Meeting:

Item 1		Election of Directors Each of our Nominees have the necessary attributes, experience and skills to provide effective oversight of Encana and steward the interests of our shareholders. Each director is elected annually and in accordance with our Policy on Majority Voting.   Information about each Nominee is provided in the “Director Skills and Experience” section on page 11 and “Director Nominee Profiles” beginning on page 13.		Board Recommendation FOR each Nominee
Item 2		Appoint PricewaterhouseCoopers LLP (“PwC”) as Independent Auditors The Board and the Audit Committee believe retention of PwC as our independent auditors for the fiscal year ending December 31, 2019 is in the best interests of Encana and its shareholders and therefore propose that PwC be reappointed to serve in this capacity until close of the next annual meeting of shareholders.   Information about PwC and its responsibilities as Encana’s independent auditors is found beginning on page 34.		Board Recommendation FOR
Item 3		Amend and Reconfirm the Shareholder Rights Plan The Board believes it is in the best interests of shareholders that the Company’s Shareholder Rights Plan be reconfirmed for an additional three years and be amended and restated to reflect the amendments outlined in the “Special Business of the Meeting” section beginning on page 36. The Plan was last reconfirmed by shareholders at our 2016 annual meeting of shareholders.   Further information regarding the Plan, including its purpose and principal terms, is found in Schedule B.		Board Recommendation FOR
Item 4		Approve the New Omnibus Long-Term Incentive Plan On February 13, 2019, the Board adopted, subject to shareholder approval, a new Omnibus Long-Term Incentive Plan (the “Omnibus Incentive Plan”) intended to enable the grant of long-term equity, equity-based and cash awards to directors, officers and eligible employees of Encana and its affiliates. The Plan is designed to enhance alignment with shareholder interests by encouraging equity ownership among our directors, officers and eligible employees. If approved, the Plan would also help streamline the administration of the Company’s long-term incentive awards, as all new grants would be governed by a single plan. Shareholders will also be asked to approve reservation and allotment of 30,000,000 Common Shares for issuance for long-term incentive awards granted under the Plan, and to ratify certain prior grants to be governed by the Plan.   Information about the Omnibus Incentive Plan is found in the “Special Business of the Meeting” section beginning on page 36.		Board Recommendation FOR

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Item 5		Advisory Vote to Approve Compensation of Named Executive Officers For the ninth consecutive year, Encana is holding a non-binding advisory vote to approve compensation of our NEOs. Shareholder feedback about our compensation program, including received via our ongoing engagement efforts or advisory vote, is carefully considered by the Board and our Human Resources and Compensation Committee when making decisions regarding our program.   Information about our compensation program is found in the “Compensation Discussion and Analysis” section beginning on page 47. Information about our shareholder engagement efforts is found at page 50.		Board Recommendation FOR

The 12 nominated directors receiving the highest number of “FOR” votes duly cast at the Meeting will be duly elected to the Board. Each of Items 2 to 5 above must receive an affirmative majority of votes duly cast at the Meeting to be approved.

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Please read this section carefully for important information on how to vote your Common Shares.

Encana is sending Meeting materials directly to registered shareholders and indirectly to all non-registered shareholders through their intermediaries. Encana will pay for an intermediary to deliver Meeting materials to “non-objecting beneficial owners”. Encana is not sending Meeting materials directly to “objecting beneficial owners”.

When and Where is the Meeting?

The Meeting will be held at 10:00 a.m. MDT on April 30, 2019 at the Oddfellows Building, Ballroom (Floor 4), 100 – 6^th Avenue S.W., Calgary, Alberta.

How many Common Shares are Outstanding and Who are the Company’s Principal Shareholders?

As of March 6, 2019, there were ● issued and outstanding Common Shares. Information about the share ownership status of our directors and officers is provided at “Ownership of Equity Securities of the Company” on page 32.

What Vote is Required to Elect Directors?

The 12 nominated directors receiving the highest number of FOR votes duly cast at the Meeting will be elected to the Board.

What Vote is Required to Approve the Other Matters to be Voted on at the Meeting?

To be approved, each of Items 2 to 5 must receive an affirmative majority of votes duly cast at the Meeting.

What Quorum is Required at the Meeting?

At least two persons present in person, each being a shareholder or duly appointed proxyholder of such shareholder, together holding at least 25 percent of the total outstanding Common Shares.

Who is Entitled to Vote at the Meeting? How many Votes does each Common Share have?

Only shareholders of record at close of business on the Record Date can vote at the Meeting (including any adjournments or postponements thereof). For each Common Share held, shareholders are entitled to one vote on each matter to be voted upon at the Meeting.

Our shareholders do not have dissenters’ rights or similar rights of appraisal regarding matters described in this Proxy Statement and do not have cumulative voting rights with respect to election of directors.

Who is Soliciting my Proxy?

Encana management is soliciting your proxies in connection with this Proxy Statement and the Meeting. Proxies will be solicited by mail, in person, by telephone or by electronic communications. The cost of this solicitation is borne by the Company. Encana has retained Kingsdale Advisors (“Kingsdale”) as our strategic shareholder advisor and proxy solicitation agent, to assist with our communications with shareholders and solicitation of proxies. For these services, Kingsdale will receive a fee of $55,000 and will be reimbursed by Encana for reasonable disbursements and out-of-pocket expenses. Encana may also reimburse brokers and other persons holding Common Shares in their name or in the name of nominees for costs incurred in sending proxy materials to their principals to obtain their proxies.

Encana may also use Broadridge Financial Solution Inc.’s (“Broadridge”) QuickVote™ service to assist non-registered shareholders with voting their Common Shares. Kingsdale may contact non-registered shareholders to directly obtain a vote over the telephone.

How Do I Appoint a Proxyholder?

Shareholders wishing to be represented by proxy at the Meeting must return a properly executed proxy to Encana or its agent, AST Trust Company (Canada) (“AST”), by 10:00 a.m. MDT on April 26, 2019 or, in the case of any

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adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion without notice. All Common Shares represented by a properly executed proxy will be voted or withheld from voting in accordance with the shareholder’s instructions on any ballot that may be called for. If the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

If I Return a Proxy without Voting Instructions, How Will My Common Shares Be Voted?

Shareholders who have appointed a named appointee of management to act and vote on their behalf, as provided in the enclosed form of proxy or voting instruction form, and who do not provide instructions concerning any matter identified in the Notice of the Meeting, will have the Common Shares represented by such form of proxy or voting instruction form voted FOR each Nominee, FOR the appointment of PwC as the Company’s independent auditors, FOR the amendment and reconfirmation of the Shareholder Rights Plan, FOR the approval of the Omnibus Incentive Plan and FOR the resolution to approve compensation of NEOs (Say-on-Pay).

The form of proxy or voting instruction form used in connection with the Meeting also gives a named appointee or appointees discretionary authority to vote on any amendment or variation to the matters identified in the Notice of the Meeting and on any other matter properly coming before the Meeting. Management is not aware of any such amendment, variation or other matter. If, however, any such amendment, variation or other matter properly comes before the Meeting, proxies will be voted at the discretion of the appointee or appointees named on the enclosed form of proxy or voting instruction form.

Abstentions are not considered votes cast on any proposal. “Broker non-votes” are not considered votes cast on Item 1, 3, 4 or 5, and will have no effect on the vote outcome. Brokers will have discretionary voting power regarding Item 2 in the event beneficial owners, who own their Common Shares in “street name,” do not provide voting instructions regarding Item 2.

What if I Receive More than One Form of Proxy or Voting Instruction Form?

If some of your Common Shares are registered in your name and some are held in the name of one or more nominees, you will need to return more than one proxy or voting instruction form in order to vote all of your Common Shares. Please follow the instructions carefully. The voting process is different for registered and non-registered shareholders.

If I am a REGISTERED Shareholder, How Do I Vote?

If your name appears on a Common Share certificate, you are a registered shareholder. If this is the case, this Proxy Statement will be accompanied by a form of proxy. If you are a registered shareholder, there are two ways that you can vote your Common Shares:

To be valid, a proxy must be signed by the shareholder or his or her attorney authorized in writing. There are several ways to submit your form of proxy, indicated on the form of proxy. Carefully review your form of proxy for these instructions.

You can vote your Common Shares by proxy in any of the following ways:

You may also appoint the management appointee or someone else (who need not be a shareholder) to vote for you as your proxyholder by using the form of proxy. A shareholder has the right to appoint a person or company other than the named appointee of management to represent them at the Meeting. To appoint a

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person or company other than the named appointee, write their name in the space provided. If you appoint a non-management proxyholder, please ensure they are aware of this appointment and can attend the Meeting to vote on your behalf.

If you are a registered shareholder, you may attend and vote your Common Shares at the Meeting. Upon arriving at the Meeting, report to the desk of AST, our registrar and transfer agent, to sign in and revoke any proxy previously given. You do not need to complete or return your form of proxy if you intend to vote at the Meeting.

If I am a NON-REGISTERED Shareholder, How Do I Vote?

You are a non-registered shareholder if your Common Shares are not registered in your name and are held in the name of a nominee such as a trustee, financial institution or securities broker. If your Common Shares are listed in an account statement provided to you by your broker, those Common Shares will not likely be registered in your name, but instead are likely registered under the name of your broker or its agent.

Without specific instructions, Canadian brokers and their agents or nominees cannot vote Common Shares for a broker’s client. Without specific instructions, U.S. brokers and their agents or nominees cannot vote Common Shares for a broker’s client on “non-routine” matters, including election of directors, amendment and reconfirmation of the Shareholder Rights Plan, approval of the Omnibus Incentive Plan and non-binding advisory vote to approve compensation of NEOs, but may vote on “routine” matters which, in this case, is the appointment of PwC only. When a broker is unable to vote on a “non-routine” proposal and the owner of the Common Shares does not provide voting instructions, a “broker non-vote” occurs. In these circumstances, the broker non-vote has no effect on the vote because it is not considered present and entitled to vote.

If you are a non-registered shareholder, you can vote your Common Shares in the two ways listed below.

To vote your Common Shares, your nominee must receive your voting instructions in advance of the Meeting. Your nominee should therefore either provide one of the following for your completion: (i) a voting instruction form, or (ii) a form of proxy, signed by the nominee and restricted to the number of Common Shares you own. These procedures enable non-registered shareholders to direct voting of Common Shares they beneficially own.

Each nominee has its own procedures to ensure Common Shares of non-registered shareholders are voted at the Meeting. Please contact your nominee for instructions. You may vote using any of the methods outlined on the applicable voting instruction form or form of proxy.

To vote in person at the Meeting, insert your name on the voting instruction form or form of proxy to appoint yourself as proxyholder and follow the instructions of your nominee.

Non-registered shareholders who instruct their nominee to appoint themselves as proxyholders should present themselves to an AST representative at the Meeting. Do not complete the voting instruction form or form of proxy, as your vote will be taken and counted at the Meeting.

Can I revoke or change my proxy once I have given it?

Yes. A shareholder can revoke a proxy by depositing an instrument in writing executed by the shareholder or his or her attorney authorized in writing (or, in the case of a corporation, by a duly authorized officer or attorney), either: (i) at the office of the Corporate Secretary, Encana Corporation, 500 Centre Street S.E., Calgary, Alberta, T2G 1A6 prior to the Meeting; (ii) on the day of the Meeting; or (iii) in any other manner permitted by law.

In addition to any other manner permitted by law, a shareholder can also change a previously submitted proxy or voting instruction form by submitting a new proxy or conveying new voting instructions by any of the means described under “If I am a REGISTERED Shareholder, How Do I Vote?” or “If I am a NON-REGISTERED

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Shareholder, How Do I vote?”, as applicable. Non-registered shareholders must ensure any change in voting instructions is communicated to the applicable nominee sufficiently in advance of voting at the Meeting. Non-registered shareholders who have voted and wish to change their voting instructions should contact their nominee promptly if assistance is required.

What is the deadline to submit my form of proxy or voting instruction form?

To be effective, AST must receive your proxy by 10:00 a.m. MDT on April 26, 2019 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion without notice. The Company reminds shareholders that only the most recently dated voting instructions will be counted, and any prior dated instructions will be disregarded.

How are votes tabulated?

Proxies are counted and tabulated by the Company’s registrar and transfer agent, AST. AST maintains the confidentiality of individual shareholder votes however, proxies will be submitted to management where they contain comments clearly intended for management or to meet legal requirements.

Who do I contact if I have questions?

If you have questions about information in this Proxy Statement or require assistance in completing your form of proxy or voting instruction form, please contact Kingsdale at:

How do I contact the registrar and transfer agent?

You may contact the Company’s registrar and transfer agent AST by telephone, Internet or mail, as follows:

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Strong corporate governance practices are key to driving and maintaining shareholder value. Effective corporate governance enhances transparency, strengthens Board and management accountability and maintains public trust in the Company and our industry. Our Board and management regularly monitor corporate governance developments as well as best practices to assess our own program and ensure we maintain alignment with shareholder interests. A snapshot of some of our current governance practices is below.

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Each of our Nominees have the professional experience, skills and attributes to oversee the Company’s long-term sustainability and steward shareholder interests. With the exception of our two new Nominees, Messrs. Steven Nance and Thomas Ricks,² each Nominee is a current member of our Board and received over 97 percent support of shareholders at our 2018 annual shareholder meeting. With the exception of our President & Chief Executive Officer (“CEO”), Doug Suttles, each Nominee is independent.

Summary information about each Nominee is provided below. More detailed information is provided in the “Director Nominee Profiles” beginning on page 13.

Directors are elected annually and hold office until earlier of close of the next annual meeting of shareholders (“Next Meeting”) or a successor is elected or appointed. Under our Articles of Incorporation (“Articles”), our Board must consist of a minimum of eight and maximum of 17 directors. The Board may appoint additional directors between shareholder meetings, to hold office until close of the Next Meeting. Appointed directors may not exceed one-third of directors elected at the previous annual meeting.

The Board has fixed the number of directors to be elected at the Meeting at 12 directors.

Individuals named in the “Director Nominee Profiles” will be presented for election at the Meeting. Each Nominee is a current member of our Board and (excluding Mr. Suttles, our CEO) is independent.

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The Company has no reason to believe any Nominee will be unable to serve as a director. In the event a Nominee withdraws his or her name or indicates at or prior to the Meeting he or she is unable to serve as director, you or your proxyholder will have the right to use your discretion in voting for such other properly qualified nominee(s).

Vote Required for Approval

Subject to our Policy on Majority Voting, the 12 nominated directors who receive the highest number of FOR votes duly cast at the Meeting will be elected to the Board.

Board Composition

An overview of our Board’s composition, including average age and tenure, is illustrated below:

Role of the Board

The Board is responsible for providing oversight of Encana’s overall business and financial strength and for stewarding long-term sustainability, consistent with shareholder interests. Among the Board’s fundamental responsibilities is the appointment of a skilled and committed executive team charged with managing the operational, financial and organizational effectiveness of the business. The Board is also responsible for ensuring principled and ethical corporate conduct is observed through appropriate governance and internal controls, as well as promotion and reinforcement of a strong corporate culture.

Specific responsibilities of the Board are contained in our Board of Directors’ Mandate, attached as Schedule C and available at www.encana.com/about/board-governance/mandates-guidelines.html.

Strategic Planning

The Board performs an integral and ongoing role in the Company’s strategic planning and evaluation processes. Strategy is discussed at each regularly scheduled Board meeting. On an annual basis, the Board also holds a dedicated offsite strategy session to engage in a comprehensive evaluation of our strategy, including challenges and opportunities relative to our key strategic objectives. For 2018, the Board’s annual strategy session focused on re-testing the analysis of the elements of a premium North American exploration and production company. Through ongoing dialogue with management and its technical teams, along with external advisors, who conducted in-depth analyses of various North American basins, these strategic discussions led to the decision to proceed with the acquisition of Newfield.

Supervision of Management

The Board is responsible for appointing our CEO, approving annual objectives and rigorously evaluating CEO performance relative to these objectives at the conclusion of the year. The Board is responsible for approving the appointment of our executive leadership team (“ELT”) members, as well as reviewing their respective annual objectives and the CEO’s evaluation of their performance relative to these objectives. The HRC Committee is responsible for reviewing (for Board approval) annual compensation for each ELT member.

The Board is also responsible for establishing clear authority limits for the CEO. These primarily relate to his financial authority, approval of significant transactions, and departures from the Board-approved strategic plan.

Risk Management

The Board is also responsible for risk management oversight, including regular monitoring to ensure Encana’s key risk management programs and control processes are functioning as intended. To assist in discharging this

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responsibility, the Board delegates limited non-management oversight, including in respect of financial reporting and accounting, environment, health and safety, human resources, reserves and corporate responsibility matters, to its Committees. The Committees review policies and practices relevant to their respective risk management areas, and work closely with management to ensure key controls and processes are in place to identify, monitor and mitigate risks. This structured risk oversight is reflected in our current Committee structure, which is as follows:

Each Committee reports to the Board, which coordinates and oversees Encana’s overall risk management approach. This structure encourages specialized, in-depth examination and risk assessment at the Committee level to support the Board’s ultimate organizational risk management oversight.

Sustainability

Encana’s strategy is to be among the most efficient producers of oil and natural gas. We continually strive to improve our operational efficiency and conduct our business in an ethically, environmentally and socially responsible manner. We believe our approach delivers strong performance for our shareholders, as well as responsibly sourced, affordable energy to consumers.

We believe our portfolio and strategy are both resilient and inherently sustainable. Our risk-based approach is focused on identifying environmental, social and governance (“ESG”) issues important to our key stakeholders and with potential to impact our strategy.

The Board, supported by the CREHS Committee, is responsible for oversight of sustainability and ESG-related issues and ensuring overall corporate responsibility. The CREHS Committee is responsible for:

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Sustainability and ESG-related issues and risks are reviewed and discussed by the Board on a quarterly basis, including those relative to our internal Corporate Risk Report. The Board also engages directly with external stakeholders on topics relevant to ESG-related issues including those relative to Company strategy.

Internal Controls

The Board is responsible for overseeing the integrity of Encana’s internal controls and management information systems. Effective oversight to monitor controls over accounting and financial reporting systems has been delegated by the Board to the Audit Committee.

Management is responsible for maintaining appropriate internal controls over financial reporting and providing quarterly overviews to the Audit Committee. Quarterly reporting provides the Board and Audit Committee reasonable assurance that our public disclosure of financial information is reliable and accurate, our transactions are appropriately accounted for, and our assets are appropriately safeguarded. Encana also follows a quarterly organization-wide certification process to reinforce accountability for key internal controls at all levels, with results reported to the Board.

Board Assessment Process

The Board, assisted by the NCG Committee, assesses overall Board, Committee and individual director effectiveness and performance on an annual basis.

The Board regularly conducts a comprehensive evaluation to assess overall Board and Committee functioning, as well as the effectiveness of our individual directors. Overseen by the Chairman of the Board, this evaluation includes a detailed effectiveness questionnaire and individual in-person interviews with each independent director. Assessment results are discussed at the NCG Committee and subsequently presented to the full Board for review and discussion, as well as identification of any necessary action items.

Assessment results are used to identify areas requiring performance enhancement, process improvement or individual professional development. Key learnings are captured by the NCG Committee which initiates appropriate follow-up action, as required. The NCG Committee also regularly reviews the respective Board and Committee mandates to identify and address any gaps or necessary amendments due to organizational or regulatory changes or other developments.

Board Tenure   Encana does not have a mandatory retirement age or formal term limits for our directors. The Board believes our focus on regular and structured Board assessment and evaluation, ongoing succession planning and strong corporate governance practices create an engaged and dynamic Board. The Board also seeks to maintain an effective balance between the retention of experienced and skilled incumbent directors and regular renewal. This balance is reflected in the relatively short average tenure of our current directors of six years.

Director Skills and Experience

To be considered for nomination to our Board, directors must possess strong commercial acumen, professional expertise and a history of business achievement. Board members must also be highly skilled and possess the requisite personal attributes to ensure effective stewardship of the Company and its future growth.

The NCG Committee is responsible for identifying prospective Board members and ensuring a robust Board renewal process. Potential director candidates are evaluated by the Committee based on a skills matrix and factors including professional experience, geographic representation and other diversity-related considerations. The Board also regularly assesses its composition to ensure an optimal balance of skills, experience and breadth of perspective is maintained.

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The skills and expertise of each of the Nominees is summarized below. The Board has identified the respective skills and expertise areas below as critical to ensuring effective stewardship of Encana and its future. Detailed information about each Nominee is provided in the “Director Nominee Profiles” beginning on page 13.

Notes:

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The following provides detailed information about each Nominee, including residence, principal occupations, recent public directorships, and 2018 Committee membership and attendance record. Common Shares and Deferred Share Units (“DSUs”) directly or indirectly held, controlled or directed at February 28, 2019 and March 1, 2018 are also provided on page 19. Current directorships are indicated by “*”.

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Securities Held

Notes:

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Board Leadership Structure

Our Board leadership framework consists of an independent Chairman of the Board, independent Committee Chairs and active engagement by all directors. The Board believes this structure encourages effective balance between a strong and coordinated Board with effective risk management oversight.

Independent Chairman of the Board

The Board believes Encana is best served by separating the roles of the Chairman of the Board and CEO. The Chairman of the Board must be an independent Board member and is appointed by the remaining independent directors. The Chairman of the Board is responsible for leading and ensuring the effective functioning of the Board as a whole, while serving as primary liaison with our CEO, Mr. Suttles. Our current Chairman of the Board, Clayton H. Woitas, is a non-executive, independent director, and has served in this capacity since July 2013.

Duties and Responsibilities of the Chairman of the Board

Responsibilities of the Chairman of the Board include the following:

Position Descriptions

The Board has approved position descriptions for the Chairman of the Board, Committee Chairs and CEO. These are available on our website at www.encana.com.

Director Orientation

The NCG Committee is responsible for director orientation and the continued education and evaluation of existing directors. Encana’s director orientation provides new directors with detailed information on Encana’s strategy, assets and operations, financial information and culture, and the role and expectations of the Board and its Committees. Directors are provided with access to orientation materials and Encana’s policies and governance practices via an online director portal. New directors are encouraged to meet directly with the Chairman of the Board, other independent directors and the CEO.

Directors are provided regular opportunities to interact with management and key personnel on an informal basis. At Board and Committee meetings, such interaction includes review and discussion of key financial, operational and industry matters. Informally, such opportunities are provided at director education or Board social events scheduled by management immediately following regular Board meetings. Board and Committee meetings alternate between Encana’s offices in Canada and the United States, and directors participate in annual field tours of key operations in each country.

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Director Attendance

Directors are expected to attend each meeting of the Board and Committee which he or she is a member. In 2018, Encana held five regularly scheduled Board meetings, four special meetings and 20 Committee meetings. Overall combined director attendance at Board and Committee meetings in 2018 was 98 percent. All directors attended the 2018 annual meeting of shareholders. Individual director attendance is included in the “Director Nominee Profiles” beginning on page 13.

Executive Sessions

The independent directors meet without management present during executive (or “in-camera”) sessions at each regularly scheduled Board and Committee meeting. Independent sessions are presided over by the Chairman of the Board or respective Committee Chair, as applicable. Independent advisors to the Board or its Committees, such as the compensation advisor to the HRC Committee, FW Cook, may also be invited by the Chairman of the Board or respective Committee Chair to attend all or a portion of an executive session. In 2018, there were six Board meetings and 18 Committee meetings that held executive sessions.

Continuing Education

Continuing education provides directors an opportunity to enhance their understanding of our business and remain current on relevant or emerging corporate governance issues. Board materials provided in advance of each regularly scheduled meeting include detailed director pre-reading and background analyses. Analyses on emerging industry, regulatory and governance matters are regularly provided at Board and Committee meetings.

Encana supports continuing director education through individual paid subscriptions to leading national director education associations in the U.S. and Canada. Through these memberships, directors receive access to continuing education resources and are encouraged to attend conferences, seminars and webinars on board governance and related industry matters. Examples of continuing education sessions attended by Board members and/or hosted by Encana in 2018 include:

Succession Planning

The Board, HRC Committee and NCG Committee are actively involved in the Company’s succession planning processes. Succession planning for directors, including the Chairman of the Board and Committee Chairs, is the responsibility of the NCG Committee. Succession planning for the CEO and ELT members is reviewed annually by the HRC Committee and entire Board. The HRC Committee annually assesses the Company’s overall organizational leadership and talent development framework, including succession planning program.

Encana has a robust succession planning framework which assesses the competencies, experience, leadership capabilities and development opportunities of each succession candidate. Succession planning and professional development is directed at all levels of the organization to maintain a strong pipeline of high performing talent to execute on our strategic objectives over the long term.

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Other Board Memberships and Interlocks

Several Nominees are also directors of other reporting issuers. The Board does not impose express limits on the number of other public company boards upon which our directors may serve. Expectations and time commitments of Board members are, however, discussed by the Chairman of the Board with prospective candidates, and incumbent directors on an ongoing basis. The respective board memberships of each Nominee are found under “Director Nominee Profiles” beginning on page 13.

The Board does not have a formal policy on interlocking directorships, however the NCG Committee considers it good governance to avoid interlocking relationships, if possible. No Nominee sits on the same board of directors of any other reporting issuer.

Independent Advisors

The Board and its Committees retain independent financial, legal, compensation and other advisors as it considers appropriate to assist in the discharge of its duties. To assist in its oversight of Encana’s executive compensation program, the HRC Committee has retained FW Cook, an independent compensation consultant, to provide advice and perspective to both the Committee and the Board.

Director Selection Process

The NCG Committee is responsible for identifying prospective director candidates and recommending Committee membership (including potential Chairpersons) to the Board. When evaluating director candidates, the NCG Committee assesses the professional experience and personal attributes of each individual relative to the specific needs of the Board or Committee and its respective oversight responsibilities.

While the NCG Committee considers a range of individual attributes as part of its evaluation, it does not disproportionately weigh any single one. Individual candidates are assessed overall to ensure our Board comprises the necessary expertise, as well as a diversity of perspectives to discharge its duties. In this regard, the NCG Committee seeks to ensure our Board includes a complementary mix of professional expertise, backgrounds, geographic representation and personal experiences. The Committee also refers to our Director Skills and Experience matrix on page 12 and criteria contained in our Corporate Governance Guidelines, available at http://www.encana.com/about/board-governance/documents-filings.html.

Potential Board candidates may be referred to the NCG Committee by professional search firms, current directors, shareholders or other persons. The NCG Committee will consider candidates identified at regular or special meetings, or nominees recommended by shareholders in accordance with “Shareholder Proposals and Director Nominations” on page 74. Such nominees will be evaluated by the NCG Committee according to the same criteria, and in the same manner, as any other director nominee.

Board Composition

Our current Board composition is consistent with requirements found in our Articles and Corporate Governance Guidelines. Although the Board has no immediate plans to change its composition or increase its size beyond 12 directors, potential candidates will be evaluated in accordance with the considerations above. As the Board currently does not have term limits, the NCG Committee annually reviews each prospective nominee for re-election, as well as the current composition of the Board, to ensure each continues to meet Encana’s governance needs.

Board Committees

The Board has five standing committees to assist in carrying out its responsibilities:

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Each Committee is comprised solely of independent directors and chaired by an independent director. Special ad hoc committees may also be appointed by the Board from time to time for important matters.

The mandate and responsibilities of each Committee are summarized below. Written mandates for Committee Chairs and each standing Committee are available on Encana’s website at www.encana.com/about/board-governance/mandates-guidelines.html.

Audit Committee

At year-end 2018, the members of our Audit Committee were Bruce G. Waterman (Chairman), Margaret A. McKenzie, Suzanne P. Nimocks and Brian G. Shaw. If elected to the Board at the Meeting, Thomas G. Ricks will join the Audit Committee.

The Audit Committee is responsible for oversight of Encana’s internal financial control systems, including quarterly and annual financial reporting by management, Encana’s internal auditors and external auditors, and providing corresponding recommendations to the Board. In discharging its duties, the Audit Committee regularly meets in-camera (without management present) and with external auditors.

Independence and Financial Literacy

Each Audit Committee member must be independent and financially literate in accordance with applicable securities laws and stock exchange rules. All current members of our Audit Committee are both independent and financially literate.

The United States Securities and Exchange Commission (the “SEC”) requires the Board to annually determine if the Audit Committee includes at least one “audit committee financial expert” and, if so, to name such individual(s). For this purpose, an “audit committee financial expert” must have the following attributes:

In 2018, the Board determined Ms. McKenzie and Mr. Waterman to be “audit committee financial experts” as defined by the SEC. The Audit Committee held five meetings in 2018. For further information about the Audit Committee, please see our Annual Report.

Corporate Responsibility, Environment, Health and Safety Committee

At year-end 2018, our CREHS Committee members were Peter A. Dea (Chairman), Fred J. Fowler, Howard J. Mayson and Lee A. McIntire. If elected to the Board at the Meeting, Steven W. Nance will join the CREHS Committee.

The CREHS Committee oversees Encana’s EH&S, corporate responsibility and government relations matters, including related policies, practices and reporting. The Committee also oversees Encana’s business conduct and ethics program, including its Business Code of Conduct, compliance training, investigations and integrity hotline reporting. The CREHS Committee held three meetings in 2018.

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Human Resources and Compensation Committee

At year-end 2018, the members of our HRC Committee were Suzanne P. Nimocks (Chairperson), Fred J. Fowler, Lee A. McIntire, Margaret A. McKenzie and Bruce G. Waterman. If elected to the Board at the Meeting, Thomas G. Ricks will join the HRC Committee.

The HRC Committee is responsible for oversight of Encana’s executive compensation program. Responsibilities of the HRC Committee include reviewing and recommending to the Board, for approval:

In addition to the above, the HRC Committee is responsible for evaluating and approving the compensation and performance peer groups used for benchmarking purposes under our executive compensation program, as well as monitoring executive equity ownership under our share ownership guidelines.

The HRC Committee retains an independent advisor to provide advice and perspective on executive compensation matters. The advisor reports directly to the HRC Committee Chairperson and performs no services on behalf of management. For more information, see “Independent Compensation Advisor” on page 62.

Each of our HRC Committee members qualify as “Non-Employee Directors” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as “outside directors” as defined in Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended. The HRC Committee held four regularly scheduled meetings and two special meetings in 2018.

HRC Committee: Interlocks and Insider Participation

During 2018, no HRC Committee member: (i) is a current or was a former officer or employee of Encana or any of its subsidiaries; or (ii) had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. None of Encana’s executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on Encana’s Board or HRC Committee during 2018.

Compensation Risk

Compensation-related risk is mitigated by the Board and HRC Committee using a structured decision-making process and program safeguards. All compensation matters impacting our executive officers, including the CEO, are subject to review and approval by the independent members of our Board.

To ensure our program does not encourage our executives to take unnecessary risks that could materially adversely impact the Company, the HRC Committee conducts annual compensation risk assessments. These assessments are reviewed and/or conducted by the HRC Committee’s independent compensation consultant. The most recent risk assessment of our compensation program and practices conducted in April 2018 recognized Encana’s strong governance practices and concluded “it was not reasonably likely the Company’s executive pay programs will have a material adverse impact on the Company, its business or its value”. More information regarding how the HRC Committee and the Board oversee compensation-related risk is found at “Compensation Risk Management” on page 64.

Nominating and Corporate Governance Committee

At year-end 2018, our NCG Committee members were Clayton H. Woitas (Chairman), Peter A. Dea, Howard J. Mayson, Suzanne P. Nimocks and Bruce G. Waterman.

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The NCG Committee is responsible for providing oversight of corporate governance matters, monitoring regulatory developments, director recruitment and annual Board, Committee and director evaluation processes. The NCG Committee is responsible for reviewing and recommending director compensation to the Board for approval. The NCG Committee held three meetings in 2018.

Reserves Committee

At year-end 2018, the members of our Reserves Committee were Howard J. Mayson (Chairman), Peter A. Dea and Brian G. Shaw. If elected to the Board at the Meeting, Steven W. Nance will join the Reserves Committee.

The Reserves Committee oversees our internal qualified reserves evaluators, as well as independent qualified reserves evaluators or auditors (if any) retained to evaluate and audit management’s procedures for determining and reporting our oil and gas reserves and resources data. The Committee also reviews Encana’s annual reserves and resources estimates prior to public disclosure. The Reserves Committee held three meetings in 2018.

Policies and Standards

Policy on Majority Voting

A director who receives more “withhold” than “for” votes at the Meeting must immediately tender their resignation to the Board, even though they may be duly elected under applicable law. The NCG Committee will review and make a recommendation to the Board whether to accept or reject the director’s resignation, having regard to Encana’s best interests and any other relevant factors in the circumstances. Absent exceptional circumstances, the Board will accept the resignation, deemed effective upon acceptance. The director may not participate in Board (or NCG Committee) deliberations on the issue.

A decision will be reached by the Board regarding the matter within 90 days following the Meeting. If it accepts the resignation, the Board may appoint a new director to fill the vacancy in accordance with our Articles, the Company’s By-laws (“By-laws”) and applicable law. The Company will promptly issue a news release with the Board’s decision. If the Board determines not to accept the resignation, the news release will fully state the reasons for that decision.

The Policy on Majority Voting only applies to uncontested elections where the number of nominated directors equals the number of directors to be elected at the Meeting. In a contested election (where the number of nominated directors exceeds the number of directors to be elected), directors with the highest number of Common Shares voted in their favour will be elected to the available Board seats.

Business Code of Conduct

The Board and NCG Committee are responsible for overseeing our corporate governance approach. This includes developing appropriate practices to ensure the Board functions independently of management and applicable legal, regulatory and other compliance matters are effectively addressed. Canadian and U.S. regulatory and corporate governance developments are regularly monitored by the Board to ensure our policies and practices remain current and consistent with best practices.

Encana has a comprehensive Business Code of Conduct (the “Code”) and other corporate governance policies which apply to our directors, officers, employees and contractor personnel. Based on our Foundational Values of Safety, Trust, Integrity and Respect, the Code outlines Encana’s expectations in respect of ethical business conduct, ensuring legal and regulatory compliance and how to report suspected or actual wrongdoing.

Formal annual recommitment to the Code and its related policies is required each year. Regular and extensive in-person training on the Code and other key business ethics and compliance issues is also provided to staff in our office and field locations throughout the year.

Reporting of concerns by staff or the public of actual or potential violations of the Code or applicable law or policy is strongly encouraged, including through our 24-7 Integrity Hotline (the “Hotline”). The Hotline enables confidential or anonymous reporting, online or by telephone, of suspected illegal, unethical or improper conduct. Hotline reports are received by an external third party and directed to Encana’s Ethics & Compliance Team for investigation and

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handling. Investigation and Hotline activities are regularly reported by management to the CREHS Committee. Concerns involving accounting, internal accounting control, auditing or other financial irregularity are reported to the Audit Committee. Any material items or investigations are reported directly to the Board. In addition to monitoring compliance with the Code, the Board also regularly reviews audit procedures conducted by Encana’s internal audit team to assess compliance with the Code.

Any waivers of the Code in respect of any officer or director may only be approved by the Board and must be promptly disclosed as required by law. The Board has not waived any aspect of the Code to date, and we have never been required to make filings in accordance with securities laws regarding a departure from the Code. The Code is available at www.encana.com/pdf/about/board-governance/policies/business-conduct.pdf.

Disclosure Policy

Our Disclosure Policy reflects Encana’s commitment to timely, balanced and accurate public disclosure regarding our business affairs and activities. The Policy provides guidance regarding the disclosure of material information, authorized corporate spokespersons, and interactions with analysts, investors and the media to avoid selective disclosure. The Policy describes the role and responsibilities of our internal Disclosure Committee to oversee public disclosure matters. The Policy, which applies to all directors, officers, employees and contract personnel is available at www.encana.com/about/board-governance/policies.

Securities Trading and Insider Reporting Policy

Our directors, officers, employees and contractors are subject to our Securities Trading and Insider Reporting Policy. The Policy prohibits insider trading, establishes a regular blackout period schedule, outlines the trading restrictions and reporting obligations of Company insiders, and related obligations to stock exchanges and regulators.

The Policy expressly prohibits our directors, officers and employees from engaging in any form of equity monetization transactions (including the purchase of financial instruments to hedge or offset a decrease in value), as well as the following activities, involving Encana securities:

The Policy is available at www.encana.com/about/board-governance/policies.

Diversity

Encana believes a diversity of experience and perspective enhances the effectiveness of our Board and management by enabling broader identification and examination of potential opportunities, risks and potential impacts to our business. Encana actively considers diversity, including gender diversity, when identifying qualified candidates for leadership opportunities. Encana is proud of its long history of female representation on our Board and ELT, and our robust succession and leadership development processes, described below. Our commitment to consideration of diversity when evaluating director candidates is also expressly reflected in our Corporate Governance Guidelines.

Encana has a long history of strong representation of women on our Board. Since 2003, at least two of our Board members have been women. In 2018, 20 percent (or two) of our directors were women. For this Meeting, two of our Nominees are women.

At the executive level, three (or 43 percent) of our seven ELT members are women, each widely recognized for their professional accomplishments and industry contributions. Of our five NEOs, two (or 40 percent) are female

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executives occupying key executive leadership roles in our organization. Within Encana’s significant subsidiaries (disclosed in our Annual Report), approximately 63 percent of board positions and 47 percent of officer positions are held by women (as at December 31, 2018). Below the executive level, professional development for women is actively encouraged by Encana, including through our internal women’s network, targeted succession planning and formal mentoring programs.

Given our demonstrated commitment to diversity and related considerations in our appointment, hiring and promotion practices, we have not adopted a formal, standalone diversity policy or specific diversity targets for determining Board membership or executive appointments. Encana remains however committed to monitoring best practices and corporate governance developments in this area.

Philosophy and Objectives

Our director compensation program is designed to reflect current market practices and enhance alignment with shareholder interests. Independent directors do not receive performance-based compensation, benefits or other perquisites from the Company. Mr. Suttles receives no compensation from Encana in his capacity as a director. Our directors are also subject to share ownership guidelines, as described below.

Director Compensation Structure

Prior to December 31, 2017, directors received an initial DSU grant upon joining the Board. As part of their annual compensation, directors also received a fixed number of DSUs. In lieu of cash, directors could also elect to receive all or a portion of their annual retainer as DSUs.

In 2018, directors received annual compensation of $225,000 ($400,000 for the Chairman of the Board), comprised of (i) 75 percent Director RSUs under the Director Restricted Share Unit Plan (“Director RSU Plan”); and (ii) 25 percent either cash or DSUs under the Director DSU Plan, at the director’s election.

Committee Chairs also receive a retainer of $10,000 (CREHS and Reserves Committees), $15,000 (HRC Committee) or $20,000 (Audit Committee) and are subject to the same 75/25 percent distribution. Mr. Woitas, Chairman of the Board, does not receive any additional fees in his capacity as NCG Committee Chair. In 2018, annual retainers were paid to our directors in quarterly installments. Annual retainers and any initial DSU grants are pro-rated for periods of partial service. If elected, DSUs are granted quarterly as units. Cash, if elected, is payable on a quarterly basis. This structure is reflected in the tables below.

Note:

Note:

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Director RSUs are settled the earlier of three years from the grant date or retirement from the Board. Director RSUs are currently settled in cash, and subject to shareholder approval of the Omnibus Incentive Plan, may be settled in Common Shares.

Director DSU Plan

Although DSUs vest immediately, they cannot be redeemed until retirement from the Board. Redeemed DSUs are paid in cash, less applicable withholding taxes, with value determined by multiplying the number of DSUs by the current market value of a Common Share. For this purpose, market value is defined as the closing price of Common Shares on the day immediately prior to redemption. Directors may redeem DSUs all at once or in stages, provided they do so before the redemption deadline. Directors are credited with dividend equivalent DSUs whenever a dividend is paid on Common Shares. Information on the total number and market value of DSUs and the total market value of Common Shares and DSUs held by our directors is found in “Director Nominee Profiles” beginning on page 13.

Director Share Ownership Guidelines

To encourage alignment with shareholder interests, our independent directors must maintain an ownership stake in the Company. Each independent director is required to purchase Common Shares or hold DSUs or Director RSUs with an aggregate value of at least three times annual director compensation by the later of: (i) December 31, 2018; or (ii) the fifth anniversary of the director joining the Board. In the event of non-compliance solely due to share price decline, directors have one year to restore compliance. Our director share ownership guidelines are in the upper quartile for share ownership requirements among our Compensation Peer Group (on an absolute dollar value basis). Common Shares held directly or beneficially through a nominee and DSUs count towards the guidelines and compliance with the guidelines is evaluated on an annual basis.

Director Compensation Table

Annual compensation of our directors for the year ended December 31, 2018 is summarized in the following table.

Notes:

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Trading and Hedging Restrictions

Directors are subject to Encana’s governance policies and practices, including our Securities Trading and Insider Reporting Policy. The Policy prohibits directors from directly or indirectly engaging in certain transactions involving Encana securities, including DSUs granted under the Director DSU Plan. See “Board and Committee Governance – Securities Trading and Insider Reporting Policy” on page 27.

Our Corporate Governance Guidelines, consistent with applicable securities laws and stock exchange rules, require the Board consist of a majority of independent directors. To determine whether a director is “independent”, the Board observes the following criteria:

When determining director independence, the Board does not consider transactions:

The Board, assisted by the NCG Committee, annually reviews all relevant business relationships each director nominee and any person who served as a director during that year may have with the Company. Following its annual review, the Board determined none of the Nominees has a material relationship with the Company and, as a result, all Nominees (excluding the CEO) are independent.

All directors who serve as members of each of the Audit, HRC and NCG Committees are independent in accordance with applicable securities laws and stock exchange rules. SEC regulations and NYSE rules for listed companies require the Audit, HRC and NCG Committees meet additional independence criteria, all of which were satisfied during the 2018 fiscal year. Information regarding Encana’s definition of director independence is available at http://www.encana.com/about/board-governance/documents-filings.html.

Related Person Transaction Policy and Process

A “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and, as it relates to directors or shareholders who have an ownership interest in the Company of more than five percent, the amount involved exceeds $120,000, and in which any “Related Person” (as defined below) had, has or will have a direct or indirect material interest.

A “Related Person” means (i) a director, nominee director or executive officer of the Company, (ii) an immediate family member of a director, nominee director or executive officer or (iii) a beneficial holder of greater than five percent of the Common Shares or an immediate family member of such holder.

In general, the Company will enter into or ratify Related Person Transactions only when the Board, acting through the NCG Committee, determines that the Related Person Transaction is reasonable and fair to the Company. When considering whether a Related Person Transaction is reasonable and fair to the Company, among other things, the NCG Committee considers the evaluation of the transaction by employees directly involved and the recommendation of the Chief Financial Officer. In addition, any Related Person Transaction involving an executive officer must be pre-approved by the CEO and any Related Person Transaction involving the CEO or a beneficial owner of more than five percent of the outstanding Common Shares must be submitted to the Audit Committee for

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approval. If a Related Person Transaction is ongoing, any amendments or changes are reviewed and the transaction is reviewed annually for reasonableness and fairness to the Company.

To identify potential Related Person Transactions, directors and officers must complete annual questionnaires and annually verify information about (i) where the director is an employee, director or executive officer, (ii) each entity where an immediate family member of a director is an executive officer, (iii) each firm, corporation or other entity in which the director or an immediate family member is a partner or principal or in a similar position or in which such person has a five percent or greater beneficial ownership interest and (iv) each charitable or non-profit organization where the director or an immediate family member is an employee, executive officer, director or trustee.

Any Related Person Transaction would be reviewed on an ongoing basis by the Audit Committee to identify and prevent any conflict of interest.

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The following table provides information regarding beneficial ownership of Common Shares by each director, each individual named in the Summary Compensation Table on page 66, and the directors and executive officers as a group, all as of February 28, 2019. Unless otherwise noted, voting power and investment power in Common Shares are exercisable solely by the named person and no Common Shares were pledged as security by such person.

Principal Shareholders

The table below provides the number of Common Shares held by persons known by the Company to be the beneficial owners of more than five percent of issued and outstanding Common Shares, as of February 28, 2019.

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Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who own more than 10 percent of a registered class of the Company’s equity securities to file initial reports of ownership and reports of changes in ownership of the Common Shares with the SEC. SEC regulations require executive officers, directors and greater than 10 percent shareholders to furnish the Company with copies of all forms they file pursuant to Section 16(a). Based on a review of such forms, the Company believes that all Section 16(a) filing requirements were timely met during the fiscal year ended December 31, 2018, except that the Form 4 filed by Lee A. McIntire on February 4, 2019 reported one late transaction.

As a matter of practice, the Company’s administrative staff assists the Company’s executive officers and directors in preparing initial reports of ownership and reports of changes in ownership and filing such reports with the SEC.

As at the date of this Proxy Statement, there is no, and has not been since January 1, 2018, any, indebtedness outstanding by, or any guarantees, support agreements, letters of credit or other similar arrangements or understandings provided by, the Company or its subsidiaries to any of the Company’s current or former directors (including the Nominees) or executive officers or any of their associates.

The Audit Committee operates under an Audit Committee Mandate adopted by the Board that outlines its responsibilities and practices, available at www.encana.com/pdf/about/board-governance/mandate-audit.pdf. The Audit Committee reviews and assesses the adequacy of its mandate on an annual basis and, when appropriate, recommends to the Board, for approval, changes that reflect the Audit Committee’s evolving role. In 2018, the Audit Committee was composed of four directors, each of whom is independent as defined by applicable securities laws and stock exchange rules and that at least one member is an “audit committee financial expert”.

Responsibilities

Management is responsible for preparing the Company’s consolidated financial statements, managing accounting and financial reporting processes, devising and maintaining systems of internal controls over financial reporting, and assessing the effectiveness of internal controls over financial reporting. The independent auditor is responsible for performing an independent audit of the Company’s consolidated financial statements and internal controls over financial reporting. The Audit Committee’s primary responsibility is to monitor and oversee these processes and procedures on behalf of the Board.

Oversight of Independent Auditors

The Audit Committee monitors the qualifications, performance and independence of the Company’s independent auditors and recommends to the Board on an annual basis whether to propose the reappointment of the Company’s current independent auditors at the next annual meeting of shareholders or propose the appointment of another auditor. PricewaterhouseCoopers LLP were the Company’s independent auditors for the year ended December 31, 2018 and, subject to an affirmative majority of the votes duly cast at the Meeting, will be reappointed in such capacity at the Meeting until the close of the next annual meeting of shareholders.

The Audit Committee has discussed with the independent auditors those matters required to be discussed by the auditors with the Audit Committee under the standards of the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee has also received written disclosures and the letter from the independent auditors required by the PCAOB regulating the independent auditors’ communication with the Audit Committee concerning independence and has discussed with the independent auditors their independence from the Company’s management and the Company as well as whether the provision of non-audit services by PricewaterhouseCoopers LLP is compatible with maintaining auditor independence.

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2018 Audited Consolidated Financial Statements

The Audit Committee has reviewed and discussed together with management and the independent auditors the audited consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, the results of management’s assessment of the effectiveness of the Company’s internal controls over financial reporting, and the independent auditors’ audit of the Company’s internal controls over financial reporting.

In reliance on these reviews and discussions, and the reports of the independent auditors, the Audit Committee has recommended to the Board, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, for filing with the SEC.

The Audit Committee has authority and responsibility to review and evaluate the Company’s independent auditors and to recommend to the Board whether to propose the reappointment of such auditors at the Meeting, or regarding the discharge of such auditors, if necessary, and to recommend alternate independent auditors. Subject to applicable law and the rights of shareholders, the Audit Committee is also responsible for compensation, retention and general oversight of the work of the independent auditors.

Shareholders are being asked to appoint PwC, a registered public accounting firm, to serve as the Company’s independent auditors until the close of the next annual meeting of shareholders. PwC (including its predecessors) has served as the Company’s independent auditors for over 10 years.

Annual Evaluation and Selection of Independent Auditors

The Audit Committee annually evaluates the performance of the Company’s independent auditors, including the senior audit engagement team, and recommends to the Board whether to propose the reappointment of the current independent auditors at the Meeting or to consider other audit firms. Factors considered by the Audit Committee in deciding whether to recommend to the Board retaining PwC include:

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Audit Fees and All Other Fees

The Audit Committee is responsible for approving audit and permissible non-audit services provided by the independent auditors and associated fees. The following table provides information about fees for audit and other services rendered by PwC during fiscal years 2018 and 2017.

Notes:

All audit, audit-related, tax and other services were pre-approved by the Audit Committee, which concluded the provision of such services by PwC was compatible with the firm’s independence in conduct of its auditing functions. The Audit Committee has taken into consideration whether the provision of non-audit services by PwC is compatible with maintaining auditor independence.

The Company did not rely on the de minimis exemption provided by Section (c)(7)(i)(C) of Rule 2-01 of SEC Regulation S-X in 2018 or 2017.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee approves all audit and non-audit services to be provided by our independent auditors prior to the receipt of such services. The Company has adopted policies and procedures with respect to the pre-approval of audit and permitted non-audit services to be provided by PwC. The Audit Committee has established a budget for the provision of a specified list of audit and permitted non-audit services that the Audit Committee believes to be typical, recurring or otherwise likely to be provided by PwC. The budget generally covers the period between the adoption of the budget and the next meeting of the Audit Committee, but at the option of the Audit Committee it may cover a longer or shorter period. The list of services is sufficiently detailed as to the particular services to be provided to ensure that: (i) the Audit Committee knows what services it is being asked to pre-approve; and (ii) it is not necessary for any member of management to make a judgment as to whether a proposed service fits within the pre-approved services.

Subject to the next paragraph, the Audit Committee has delegated authority to the Chair of the Audit Committee (or if the Chair is unavailable, any other member of the Committee) to pre-approve provision of permitted services by PwC which have not otherwise been pre-approved by the Audit Committee, including the fees and terms of the proposed services (“Delegated Authority”). All pre-approvals granted pursuant to Delegated Authority must be presented by the member(s) who granted the pre-approvals to the full Audit Committee at its next meeting. The fees payable in connection with any particular service to be provided by PwC that has been pre-approved pursuant to Delegated Authority: (i) may not exceed C$200,000, in the case of pre-approvals granted by the Chair of the Audit Committee; and (ii) may not exceed C$50,000, in the case of pre-approvals granted by any other member of the Audit Committee.

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All proposed services, or the fees payable in connection with such services, that have not already been pre-approved must be pre-approved by either the Audit Committee or pursuant to Delegated Authority. Prohibited services may not be pre-approved by the Audit Committee or pursuant to Delegated Authority.

Other Information

One or more representatives of PwC will be present at the Meeting. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Vote Required for Approval

The appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors requires an affirmative majority of the votes duly cast at the Meeting.

Encana adopted a shareholder rights plan (the “Rights Plan”) effective July 30, 2001, which has been amended and restated several times. The Rights Plan was last reconfirmed and approved at Encana’s annual meeting of shareholders held May 3, 2016.

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, approve an ordinary resolution to amend and reconfirm the Rights Plan (the “Rights Plan Resolution”). The text of the Rights Plan Resolution and summary of proposed amendments are described below. To be amended and continue in effect after the Meeting, the Rights Plan Resolution must be approved by a simple majority of votes (50 percent plus one) cast by shareholders at the Meeting. If the Rights Plan Resolution is not passed, the Rights Plan will terminate on April 30, 2019. If the Rights Plan Resolution is passed, the Rights Plan will require reconfirmation by Encana’s shareholders at the 2022 annual meeting of shareholders.

Proposed Amendments

Proposed amendments to the Rights Plan are intended to conform to reflect certain governance practices and recommendations provided by shareholder proxy advisory firms, and other amendments of a general housekeeping nature. The proposed amendments update the Rights Plan by:

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The amendments to the Rights Plan are not proposed in response to or in anticipation of any acquisition or take-over bid that is known to the management of the Company, nor is the Rights Plan, as it is proposed to be amended, intended to prevent a take-over of the Company, to secure the continuance of current management and directors of the Company in office, or to deter fair offers for the Common Shares.

The purpose and principal terms of the Rights Plan, including the proposed amendments, are set forth in Schedule B to this Proxy Statement. A copy of the Rights Plan, as proposed to be amended, may be obtained by contacting the Corporate Secretary at (403) 645-2000 or by fax at (403) 645-4617, and will be available on Encana’s website at www.encana.com.

Approval

The Board has determined that the proposed continuation and amendment and restatement of the Rights Plan is in the best interests of Encana and its shareholders. Unless otherwise instructed, the persons designated in the proxy form and the voting information form intend to vote FOR the Rights Plan Resolution below. The text of the Rights Plan Resolution, subject to such amendments, variations or additions as may be approved at the Meeting, is set forth below:

“RESOLVED AS AN ORDINARY RESOLUTION OF THE HOLDERS OF COMMON SHARES that:

On February 13, 2019, the Board adopted, subject to shareholder approval, the Omnibus Incentive Plan. The Omnibus Incentive Plan is a long-term incentive plan that permits the grant of stock options (“Stock Options”), stock appreciation rights (“SARs”), RSUs, PSUs, restricted stock (“Restricted Stock”) and other share-based awards (“Other Share-Based Awards”) to directors, officers and employees of the Company and its affiliates, as well as prospective directors, officers and employees who have accepted offers of employment or directorship from the Company or its affiliates (collectively, the “Eligible Individuals”).

The Omnibus Incentive Plan is designed to, among other things, promote a proprietary interest in the Company among Eligible Individuals and to align the interests of such individuals with the interests of shareholders. The Omnibus Incentive Plan, if approved, will also help to streamline the administration of long-term incentive awards, as all new awards granted by the Company will be governed by a single plan.

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A complete copy of the Omnibus Incentive Plan is attached to this Proxy Statement as Schedule A, and a summary of the principal terms of the Omnibus Incentive Plan is set forth below. A summary of certain U.S. and Canadian federal income tax consequences to Eligible Individuals and to the Company of Awards (as defined below) granted under the Omnibus Incentive Plan is provided in Schedule E to this Proxy Statement.

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, approve an ordinary resolution approving the Omnibus Incentive Plan (the “Omnibus Incentive Plan Resolution”). If the Omnibus Incentive Plan Resolution is passed the Omnibus Incentive Plan will replace the Encana Corporation Employee Stock Appreciation Rights Plan, the Performance Share Unit Plan for Employees of Encana Corporation, the Restricted Share Unit Plan for Employees of Encana Corporation, the Restricted Share Unit Plan for Directors of Encana Corporation and the Encana Corporation Employee Stock Option Plan (the “ESOP”, and together with the foregoing plans, the “Prior Plans”) in respect of future awards, and no new awards will be granted under such Prior Plans. Outstanding awards granted under the Prior Plans will continue to be governed by the terms of such plans until such awards are exercised, expire, or are otherwise terminated or cancelled, with the exception of 1,623,491 RSUs and 2,016,468 PSUs at target (corresponding to 4,032,936 PSUs at maximum) granted in 2018 to certain employees and directors of the Company, which are proposed to be amended to become subject to and settled pursuant to the terms of the Omnibus Incentive Plan, pending shareholder approval at the Meeting.

In addition, subsequent to the Board’s adoption of the Omnibus Incentive Plan, the Company granted an aggregate of ● Stock Options (together with tandem SARs), ● SARs, ● RSUs and ● PSUs at target (corresponding to ● at maximum) to Eligible Individuals in March 2019. Further details about these prior grants are provided in the table included below under the heading “New Plan Benefits”. Each of the above-described 2018 RSU and PSU grants and the March 2019 grants are intended to be governed by and subject to the Omnibus Incentive Plan, but if the Company’s shareholders do not approve the Omnibus Incentive Plan and the grant of these awards under that plan at the Meeting, these awards will remain outstanding and instead be amended to become subject to and governed by the applicable Prior Plan. These awards cannot be exercised or settled under the terms of the proposed Omnibus Incentive Plan (i.e., settled with Common Shares in the case of RSUs and PSUs) until such time that shareholders of the Company have approved and ratified the Omnibus Incentive Plan and these grants.

The 2018 RSU and PSU grants that are subject to shareholder ratification at the Meeting consist of: (i) 1,623,491 RSUs (including 156,575 Director RSUs); and (ii) 2,016,468 PSUs at target (corresponding to 4,032,936 PSUs at maximum). The March 2019 grants that are subject to shareholder ratification at the Meeting consist of: (i) ● Stock Options; (ii) ● RSUs (including ● Director RSUs); and (iii) ● PSUs at target (corresponding to ● PSUs at maximum). The RSU and PSU grants that are proposed to be ratified at the Meeting contemplate a cliff vesting date three years from the grant date, except Director RSU grants contemplate immediate vesting followed by settlement on the third anniversary of the grant date or upon the applicable director’s retirement from the Board (whichever occurs first). The Stock Option grants that are proposed to be ratified at the Meeting contemplate vesting over a period of three years, with 30 percent of each such grant vesting on the first anniversary of the grant date, an additional 30 percent vesting on the second anniversary of the grant date, and the final 40 percent vesting on the third anniversary of the grant date. The exercise price applicable to such Stock Option grants, being $●, was determined on the grant date based on the volume-weighted average price of a Common Share on the TSX for the five trading days immediately prior to the grant date.

In connection with the proposed Omnibus Incentive Plan, the Board is seeking approval for 30,000,000 Common Shares to be made available for issuance pursuant to awards granted under the Omnibus Incentive Plan, which number includes all Common Shares which may be issued on the settlement of the 2018 RSU and PSU awards described above and on the exercise or settlement of Stock Options (together with tandem SARs), SARs, RSUs and PSUs granted in March 2019, all of which are proposed to be governed by the terms of the Omnibus Incentive Plan. Common Shares issued pursuant to awards granted under the Omnibus Incentive Plan that expire, or are terminated, forfeited or cancelled, will again be available for issuance pursuant to awards subsequently granted under the Omnibus Incentive Plan. The number of Common Shares available for issuance pursuant to awards granted under the Omnibus Incentive Plan will be subject to adjustment in the event of a share split, share dividend,

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reverse share split, reorganization, share combination, recapitalization or similar event affecting the capital structure of the Company.

New Plan Benefits¹

The awards that have been granted as of the date of this Proxy Statement that are governed, or proposed to be governed, by the Omnibus Incentive Plan are included in the table below. The additional benefits or amounts that will be received by or allocated to each of the individuals and groups listed in the table below in the future are not presently determinable.

Notes:

Description of the Omnibus Incentive Plan

The purpose and principal terms of the Omnibus Incentive Plan are summarized below. This summary does not purport to be a complete description of the Omnibus Incentive Plan and is qualified in its entirety by reference to the full text of the Omnibus Incentive Plan, a copy of which is included at Schedule A to this Proxy Statement.

Purpose

The Omnibus Incentive Plan is designed to, among other things, promote a proprietary interest in the Company among Eligible Individuals and to align the interests of such individuals with the interests of shareholders through the issuance of long-term incentive awards, including Stock Options, SARs, PSUs, RSUs, Restricted Stock and Other Share-Based Awards (each, an “Award” and collectively the “Awards”).

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Eligibility

Awards may be granted under the Omnibus Incentive Plan to Eligible Individuals. A Stock Option designated as an “incentive stock option” under the applicable grant agreement may be granted only to employees of the Company and its subsidiaries (within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986 (the “Code”)).

Administration

The Omnibus Incentive Plan will be administered by the HRC Committee or another committee of the Board consisting of at least two directors (such administering body to be referred to in this section as the “Committee”). The Committee has absolute authority to determine the Eligible Individuals to whom Awards may be granted, and to establish the terms, conditions and limitations of each Award (subject to the terms of the Omnibus Incentive Plan and the applicable provisions of the Code), including without limitation, the type and amount of an Award, the number of Common Shares subject to an Award, the exercise price, any vesting conditions, restrictions or limitations attaching to an Award (including any performance criteria to be achieved during any performance period and the length of such performance period) and any vesting acceleration or forfeiture waiver (including on termination of service) regarding any Award and Common Shares relating thereto. The Committee also has full power and authority to interpret the terms and provisions of the Omnibus Incentive Plan as well as any Award issued under the Omnibus Incentive Plan (and any grant agreement relating thereto).

Number of Authorized Shares

The maximum number of Common Shares that may be issued pursuant to Awards under the Omnibus Incentive Plan will be 30,000,000, representing 2 percent of the issued and outstanding Common Shares as at the date of this Proxy Statement. Common Shares issued pursuant to Awards granted under the Omnibus Incentive Plan may, subject to the terms of the grant agreement in respect of an Award, be issued from treasury or purchased in the open market or otherwise, at the sole discretion of the Committee.

All Awards outstanding under the Prior Plans (“Prior Plan Awards”) on the date on which the Omnibus Incentive Plan becomes effective will remain subject to and be settled in accordance with the terms of the applicable Prior Plan, with the exception of 1,623,491 RSUs and 2,016,468 PSUs at target (corresponding to 4,032,936 PSUs at maximum) granted in 2018 to certain employees and directors of the Company, which are proposed to be amended to become subject to and settled pursuant to the terms of the Omnibus Incentive Plan, pending shareholder approval at the Meeting. There are 8,129,492 Common Shares relating to currently outstanding Stock Option grants listed and reserved for issuance upon the exercise of outstanding awards under the ESOP.

If any Award is forfeited, terminates, expires or lapses instead of being exercised, or any Award is settled for cash, the Common Shares subject to such Awards will not be counted as Common Shares issued pursuant to Awards granted under the Omnibus Incentive Plan. Common Shares subject to an Award intended to qualify for the employment inducement award exception under Section 303A.08 of the New York Stock Exchange Company Manual or Section 613(c) of the TSX Company Manual shall not reduce the number of Common Shares available for issuance under the Omnibus Incentive Plan.

If the exercise price of any Stock Option or SAR and/or the tax withholding obligations relating to any Stock Option or SAR are satisfied by delivering Common Shares or the Company withholding Common Shares relating to such Award, the gross number of Common Shares subject to the Award shall be deemed to have been issued under the Omnibus Incentive Plan. If the tax withholding obligation relating to any Award other than a Stock Option or SAR is satisfied by delivering Common Shares or the Company withholding Common Shares relating to such Award, the net number of Common Shares subject to the Award after payment of the tax withholding obligation shall be deemed to have been issued under the Omnibus Incentive Plan.

Limits on Awards to Insiders, Non-Employee Directors and Any One Person

No Awards shall be granted to any Eligible Individual if, at the time of such grant, such grant could result in the number of Common Shares (a) issued to Company “insiders” (as defined by the TSX Company Manual) in any one

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year period, or (b) issuable to Company “insiders” (as defined in the TSX Company Manual) at any time, in each case, pursuant to the exercise or settlement of Awards issued under the Omnibus Incentive Plan, or when combined with all other securities-based compensation arrangements, exceeding 10 percent of the outstanding Common Shares.

A non-employee director of the Company shall not be granted Awards covering Common Shares with an aggregate grant date Fair Market Value (as defined below) in excess of US$800,000 during any one-year period, and no more than US$100,000 of such allocated grant date Fair Market Value may be comprised of Stock Options or SARs. In addition, a non-employee director shall not be granted any Awards under the Omnibus Incentive Plan if, at the time of such grant, such grant could result in the aggregate number of Common Shares issued to all non-employee directors exceeding 1 percent of the Company’s then issued and outstanding Common Shares.

No Stock Option that is intended to qualify as an “incentive stock option” may be granted to any Eligible Individual who, at the time of such grant, owns Common Shares possessing more than 10 percent of the total combined voting power of all Common Shares, unless at the time such Stock Option is granted, the exercise price is at least 110 percent of the Fair Market Value of a Common Share and such Stock Option expires before the fifth anniversary of the date on which it was granted.

Subject to the terms of the Omnibus Incentive Plan, “Fair Market Value” means, with respect to any particular date, the volume weighted average trading price per Common Share on the stock exchange designated in the applicable grant agreement during the five trading days immediately preceding such date.

Adjustments

In the event of a merger, arrangement, consolidation, acquisition of property or shares, share rights offering, liquidation, disposition of an affiliate (including by reason of a disaffiliation) or similar transaction affecting the Company or any of its affiliates, the Committee may make such adjustments as it deems equitable and appropriate to (a) the aggregate number and kind of securities reserved for issuance and delivery under the Omnibus Incentive Plan, (b) the number and kind of securities subject to Awards then outstanding, and (c) the exercise price of outstanding Awards.

In the event of a share split, reverse share split, share dividend, share combination, reorganization, recapitalization or similar event affecting the capital structure of the Company, or a disaffiliation, separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company’s shareholders, the Committee may make adjustments as it deems equitable and appropriate to (a) the aggregate number and kind of securities reserved for issuance and delivery under the Omnibus Incentive Plan, (b) the number and kind of securities subject to Awards then outstanding, and (c) the exercise price of outstanding Awards.

Types of Awards

Stock Options and SARs

Each Stock Option granted under the Omnibus Incentive Plan will entitle an Eligible Individual to purchase one or more Common Shares upon payment of an exercise price, subject to the terms and conditions of the Omnibus Incentive Plan and the applicable grant agreement. SARs may be granted as a separate Award or in conjunction with a Stock Option. Upon the exercise of a SAR, the Eligible Individual will be entitled to receive an amount equal to the product of (a) the excess of the closing price of one Common Share on the last trading day preceding the date of exercise of the SAR, over the exercise price of the applicable SAR, multiplied by (b) the number of Common Shares in respect of which the SAR has been exercised. Stock Options granted with a tandem SAR will allow the Eligible Individual to surrender the Stock Option and exercise the related SAR or to exercise the Stock Option, in which case the related SAR will immediately terminate, and no payment will be made, or Common Shares issued in respect thereof. The applicable grant agreement for SARs grants not in conjunction with a Stock Option will specify whether such payment is to be made in cash or Common Shares or will reserve to the Committee or the Eligible Individual the right to make that determination prior to or upon the exercise of the SAR.

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The exercise price per Common Share subject to a Stock Option or SAR will be determined by the Committee and set forth in the applicable grant agreement and will not be less than the Fair Market Value of a Common Share on the applicable grant date.

The term of each Stock Option and each SAR will be fixed by the Committee, however in no event will any Stock Option or SAR be exercisable more than 10 years following the grant date of such Award, subject to the terms of the Omnibus Incentive Plan. Notwithstanding the foregoing, if the date on which a Stock Option or SAR is meant to terminate, expire or lapse (the “Termination Date”) occurs during a trading blackout period imposed by the Company and applicable to the relevant participant, or within 10 business days of the expiry thereof, then the Termination Date will be extended to the date that is 10 business days following the expiry date of such trading blackout period.

Stock Options and SARs currently outstanding under the Prior Plans and Stock Options granted under the Omnibus Incentive Plan in March 2019 will expire no more than seven years from the grant date of such Award.

RSUs

RSUs are Awards denominated in Common Shares that will be settled in a specified number of Common Shares or a cash amount equal to the Fair Market Value of a specified number of Common Shares, as determined in the sole discretion of the Committee.

The vesting of RSUs is conditioned upon the continued service of the applicable Eligible Individual. RSUs will vest in accordance with the terms and conditions of the Omnibus Incentive Plan and the applicable grant agreement.

An Eligible Individual to whom RSUs are awarded will have no rights as a shareholder with respect to the Common Shares represented by the RSUs until Common Shares are actually delivered to the Eligible Individual in settlement thereof.

The effect of an Eligible Individual’s period of absence or termination of service on such Eligible Individual’s RSUs will be as set forth in the applicable grant agreement.

PSUs

PSUs are Awards denominated in Common Shares that will be settled in Common Shares or a cash amount equal to the Fair Market Value of Common Shares, as determined in the sole discretion of the Committee. The number of PSUs settled will vary depending on the Company’s achievement over a designated performance period of performance criteria determined by the Committee and set forth in the applicable grant agreement.

The vesting of PSUs is conditioned upon the continued service of the applicable Eligible Individual. PSUs will vest in accordance with the terms and conditions of the Omnibus Incentive Plan and the applicable grant agreement.

An Eligible Individual to whom PSUs are awarded will have no rights as a shareholder with respect to the Common Shares represented by the PSUs until Common Shares are actually delivered to the Eligible Individual in settlement thereof.

The effect of an Eligible Individual’s period of absence or termination of service on such Eligible Individual’s PSUs will be as set forth in the applicable grant agreement.

Restricted Stock

Shares of Restricted Stock are actual Common Shares issued to an Eligible Individual, subject to certain restrictions on the ability to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock during the restriction period determined by the Committee. Subject to the foregoing and the terms of the applicable grant agreement, the applicable Eligible Individual will have, in respect of his or her shares of Restricted Stock, all the rights of a shareholder of the Company holding the class or series of Common Shares that is the subject of the Restricted Stock, including the right to receive dividends and, subject to TSX approval, the right to vote the Common Shares.

Vesting of Restricted Stock (i) shall be conditional upon the continued service of the applicable Eligible Individual, and (ii) may be subject to the achievement of performance criteria as determined by the Committee.

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The effect of an Eligible Individual’s period of absence or termination of service on such Eligible Individual’s shares of Restricted Stock will be as set forth in the applicable grant agreement.

Other Share-Based Awards

Subject to the terms of the Omnibus Incentive Plan, the Committee may grant equity-based or equity-related awards not otherwise described in the Omnibus Incentive Plan in such amounts and subject to such terms and conditions consistent with the terms of the Omnibus Incentive Plan as the Committee may determine, which may: (a) involve the transfer of actual Common Shares to Eligible Individuals, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Common Shares, (b) be subject to performance-based and/or service-based conditions, (c) be in the form of phantom stock, deferred share units or other awards denominated in, or with a value determined by reference to, a number of Common Shares that is specified at the time of the grant of such award, and (d) be designed to comply with applicable laws of jurisdictions other than the United States or Canada.

No Repricing

Without shareholder approval and except as described above under the heading “Adjustments”, the Committee is not authorized to reduce the exercise price of an outstanding Stock Option or SAR, including by way of a cancellation in exchange for cash or other Awards or in conjunction with the grant of any new Stock Option or SAR with a lower exercise price.

Transferability

Except as set forth below, Awards under the Omnibus Incentive Plan are not transferable except by will or by laws of descent and distribution (or otherwise for estate settlement purposes). A Stock Option that is not designated as an “incentive stock option” under the applicable grant agreement or a SAR may be transferred by a participant, for no value or consideration, to such participant’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise, if such transfer is expressly permitted by the Committee.

Change in Control

Under the Omnibus Incentive Plan, in the event of a Change in Control (as hereinafter defined) in which outstanding Awards are not assumed or replaced by the resulting entity, then immediately prior to the time of such Change in Control all outstanding Awards will vest in full and the Company will generally be required to settle such Awards, together with any previously vested but unexercised Awards, in cash, property or a combination thereof, as applicable, as soon as practicable (and in any event within 30 days of the Change in Control), and for every performance-based Award that vests in connection with a Change in Control, the level of achievement of the performance criteria in respect of the applicable performance period shall be deemed to be the greater of (a) the median performance criteria and (b) the level of achievement of the performance criteria applicable to a performance period as determined by the Committee no later than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but no later than the end of the performance period).

In the event of a Change in Control in which outstanding Awards are assumed or replaced by the resulting entity, then any outstanding and unvested Awards held by a participant will immediately vest in full and will generally be paid or, become exercisable (if applicable), and all vesting and exercisability restrictions on such Awards will immediately lapse, if within a specified period after the Change in Control the participant’s employment or service is terminated by the Company other than for CIC Cause (as defined in the Omnibus Incentive Plan) or by the participant for Good Reason (as defined in the Omnibus Incentive Plan).

For the purposes of the Omnibus Incentive Plan, a “Change in Control” has the definition set forth in the Omnibus Incentive Plan and generally means the occurrence of any of the following events:

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Term and Amendments

Unless earlier terminated by the Board, the Omnibus Incentive Plan will terminate, and no further Awards will be granted thereunder, on the tenth anniversary of the date on which the Omnibus Incentive Plan becomes effective. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.

The Committee may amend, alter or discontinue the Omnibus Incentive Plan or amend the terms of any Award granted thereunder from time to time without shareholder approval; provided however that:

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Approval

The Board has determined that the approval of the Omnibus Incentive Plan is in the best interests of Encana and its shareholders. The Board recommends that shareholders vote FOR the Omnibus Incentive Plan Resolution. Unless otherwise instructed, the persons designated in the proxy form and the voting information form intend to vote FOR the Omnibus Incentive Plan Resolution. The text of the Omnibus Incentive Plan Resolution, subject to such amendments, variations or additions as may be approved at the Meeting, is set forth below:

“RESOLVED AS AN ORDINARY RESOLUTION OF THE HOLDERS OF COMMON SHARES that:

Encana is committed to providing shareholders with clear, comprehensive and transparent executive compensation disclosure. For information on Encana’s approach to executive compensation, see our “Compensation Discussion and Analysis” beginning on page 47.

As required by Section 14A of the Exchange Act and related SEC rules, Encana is providing shareholders with an opportunity to vote to approve, on a non-binding advisory basis, compensation of our NEOs as disclosed in this Proxy Statement, commonly known as “Say-on-Pay”.

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As a result of the advisory vote on frequency of Say-on-Pay votes at our 2018 annual meeting of shareholders, Encana has determined that it will hold, on a non-binding advisory basis, an annual Say-on-Pay vote. The Corporation’s decision regarding the frequency of future Say-on-Pay votes will remain in effect until the next required vote on such frequency.

The Board recognizes a thoughtful executive compensation framework is critical to managing risk and appropriately incentivizing executive leadership relative to both actual performance and demonstrated behaviours. The HRC Committee has worked diligently to develop an executive compensation program that attracts and retains top talent, while motivating and rewarding performance that drives sustainable, long-term shareholder value. In this regard, the Board believes Encana’s approach to executive compensation is balanced and effectively aligns the performance of our executive officers with the long-term interests of our shareholders.

As this is an advisory vote, the results will not be binding upon the Board. However, when considering the Company’s approach to compensation for the NEOs, the Board will take results of this vote into account, together with other shareholder feedback and best practices in compensation governance. During 2018, the Company engaged with shareholders to solicit their feedback on its approach to compensation. This feedback and the corresponding actions undertaken by the Board in response are discussed at “Shareholder Outreach” on page 50.

The Board recommends that shareholders vote FOR the resolution set out below and, unless otherwise instructed, the persons designated in the form of proxy or the voting instruction form intend to vote FOR the following resolution:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers of the Company as disclosed in the Company’s Proxy Statement for the 2019 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure”.

Vote Required for Approval

To be approved, the advisory resolution on the compensation of the NEOs requires an affirmative majority of the votes duly cast at the Meeting.

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This Compensation Discussion and Analysis (“CD&A”) outlines Encana’s executive compensation philosophy and design, and alignment of our compensation with the interests of our shareholders. We have also highlighted our 2018 Company achievements relative to our long-term strategy, and 2018 executive compensation decisions for our CEO and four other top executive officers. These five named executive officers, known as our “NEOs” are listed below:

DOUG SUTTLES President & Chief Executive Officer		SHERRI BRILLON Executive Vice-President & Chief Financial Officer		MIKE MCALLISTER Executive Vice-President & Chief Operating Officer		DAVID HILL Executive Vice-President, Exploration & Business Development		RENEE ZEMLJAK Executive Vice-President, Midstream, Marketing & Fundamentals

Our Strategy – Disciplined Focus on Profitable Growth

Encana is a leading North American energy producer focused on developing our multi-basin portfolio of oil, natural gas liquids and natural gas producing plays. Encana is committed to growing long-term shareholder value through a disciplined focus on generating profitable growth. In the pursuit of growing shareholder value, the Company has undertaken a rigorous portfolio optimization process that resulted in the divestiture of approximately $12 billion in assets over the past five years. This portfolio optimization has meaningfully increased the quality of Encana’s assets and significantly enhanced our financial health (as referenced by the chart below).

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For 2018, our objective was the delivery of quality returns and sustainable value growth, with a focus on the following key objectives:

2018 Incentive Programs Designed to Support Key Business Objectives

Both our annual and long-term incentive plans are designed to keep our executives focused on the execution of key business objectives for 2018, as referenced by the table below

In addition to the execution of the above key objectives, we also grew long-term shareholder value in the following ways:

Direct Compensation Components

Executive compensation at Encana is designed with two key elements in mind:

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To underpin these elements, we have developed a competitive, performance-based compensation program, outlined in the following table: