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Canadian Natural Resources Limited NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY MAY 5, 2016

The following excerpt is from the company's SEC filing.

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the "Meeting") of the Shareholders of Canadian Natural Resources Limited (the "Corporation") will be held at the Metropolitan Centre, 333 4

Avenue S. W., in the City of Calgary, in the Province of Alberta, Canada, on Thursday May 5, 2016, at 1:00 o'clock in the afternoon (MDT) for the following purposes:

To receive the Annual Report of the Corporation to the Shareholders, the Consolidated Financial Statements, and the report of the Auditors, for the fiscal year ended December 31, 2015;

To elect Directors for the ensuing year;

To appoint Auditors for the ensuing year and to authorize the Audit Committee of the Corporation's Board of Directors to fix their remuneration;

To consider, and if deemed appropriate, to pass an ordinary resolution approving all unallocated stock options pursuant to the Amended, Compiled and Restated Employee Stock Option Plan of the Corporation as set forth in the accompanying Information Circular;

To consider and, if deemed appropriate, to pass, with or without variation, a special resolution, the full text of which is set forth in the accompanying Information Circular, to approve a plan of arrangement (the "Arrangement") under section 193 of the

Business Corporations Act

(Alberta) (the "ABCA") in respect of a return of capital to Shareholders of the Corporation, which will be made through the distribution of PrairieSky Royalty Ltd. common shares ("PrairieSky Shares") held by the Corporation, in an amount to be determined by the Board of Directors, to the Shareholders of the Corporation but in an amount sufficient to distribute at least 0.02 of a PrairieSky Share for each common share of the Corporation (provided that Shareholders that would receive less than twenty (20) PrairieSky Shares will receive a cash payment in lieu) and a reduction of the stated capital of the Corporation as more fully described in the Information Circular;

To vote, on an advisory basis, on the Corporation's approach to executive compensation as described in the Information Circular accompanying this Notice of Meeting; and

To transact such other business as may properly be brought before the Meeting or any adjournments thereof.

ANY SHAREHOLDER OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 16, 2016 WILL BE ENTITLED TO RECEIVE NOTICE OF, AND VOTE AT THE MEETING, PROVIDED THAT TO THE EXTENT SUCH A SHAREHOLDER TRANSFERS THE OWNERSHIP OF ANY OF HIS SHARES AFTER THE RECORD DATE AND THE TRANSFEREE OF THOSE SHARES ESTABLISHES THAT HE OWNS SUCH SHARES AND DEMANDS NOT LATER THAN 5 DAYS BEFORE THE MEETING THAT HIS NAME BE INCLUDED ON THE SHAREHOLDERS' LIST, SUCH TRANSFEREE IS ENTITLED TO VOTE SUCH SHARES AT THE MEETING. IF YOU CANNOT BE PRESENT IN PERSON, PLEASE SIGN AND RETURN THE ENCLOSED PROXY FORM IN THE ADDRESSED ENVELOPE PROVIDED. IN ORDER FOR YOUR PROXY FORM TO BE EFFECTIVE, IT MUST BE DULY COMPLETED AND MUST REACH THE OFFICE OF COMPUTERSHARE TRUST COMPANY OF CANADA, 8

FLOOR, 100 UNIVERSITY AVENUE, TORONTO, ONTARIO, CANADA M5J 2Y1 AT LEAST 24 HOURS BEFORE THE MEETING TO BE HELD ON THURSDAY MAY 5, 2016.

The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular of the Corporation, which accompanies this Notice. Copies of the Annual Report of the Corporation and Consolidated Financial Statements referred to herein are being sent under separate cover if you are a registered holder, or if, as a beneficial shareholder, you returned the financial statement request card sent with 2015 proxy solicitation material.

DATED at Calgary, Alberta, this 16

day of March 2016

BY ORDER OF THE BOARD OF DIRECTORS

Paul M. Mendes

Vice-President, Legal, General Counsel

and Corporate Secretary

CANADIAN NATURAL RESOURCES LIMITED

(the "CORPORATION")

INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS

TO BE HELD ON THURSDAY MAY 5, 2016 AT 1:00 P.M. (MDT)

AT THE METROPOLITAN CENTRE

333 - 4

AVENUE S. W. CALGARY, ALBERTA

Contents of This Information Circular

Information On Items To Be Acted Upon

Solicitation of Proxies

Information Concerning Voting

Number of Voting Shares Outstanding and Principal Holders Thereof

Business of the Meeting

Receiving the Annual Report

Election of Directors

Director Compensation

Appointment of Auditors

Information Regarding the Plan of Arrangement

Recommendation of the Directors

Non-Binding Advisory Vote on Approach to Executive Compensation

Other Matters

Information Respecting Executive Compensation

Letter to Shareholders

Compensation Discussion and Analysis

Equity Compensation Plan Information

Indebtedness of Executive Officers and Directors

Directors' and Officers' Liability Insurance

Interests of Informed Persons in Material Transactions

Additional Information

Approval of Circular

Schedules to the Information Circular

Schedule "A" Documents Respecting the Plan of Arrangement

Schedule "B" Statement of Corporate Governance Practices of the Corporation

Schedule "C" Board of Directors Corporate Governance Guidelines

Unless otherwise indicated, all dollar figures stated in this Circular represent Canadian dollars. On December 31, 2015, the reported Bank of Canada noon rate for one Canadian dollar was U.S. $0.7225 and Pound Sterling was £0.4900. On December 31, 2015, the reported Bank of Canada noon rate for one U.S. dollar was Canadian $1.3840 and for one pound sterling was $2.0407.

I. INFORMATION ON ITEMS TO BE ACTED UPON

SOLICITATION OF PROXIES

This Information Circular (the "Circular") is furnished in connection with

THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF CANADIAN NATURAL RESOURCES LIMITED

(the "Corporation" or "Canadian Natural") for use at the 2016 Annual and Special Meeting of the Shareholders of the Corporation.

The solicitation of proxies will be primarily by mail, but may also be by telephone, electronic communication or oral communications by the directors, officers and regular employees of the Corporation, at no additional compensation. The costs of preparation and mailing of the Notice of Meeting, Instrument of Proxy and this Information Circular as well as any such solicitation referred to above will be paid by the Corporation.

Except as otherwise stated, the information contained herein is given as of March 16, 2016.

INFORMATION CONCERNING VOTING

Where and When the Meeting Will Be Held

The 2016 Annual and Special Meeting of the Shareholders of the Corporation will be held at the Metropolitan Centre, 333 4

Avenue S.W. in the City of Calgary, in the Province of Alberta, Canada, on Thursday May 5, 2016 at 1:00 o'clock in the afternoon (MDT) (the "Meeting") and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting.

Quorum for the Meeting

Holders of five percent of the outstanding common shares of the Corporation (the "Common Shares") entitled to vote, present at the Meeting in person or by proxy, will constitute a quorum for the Meeting.

Who Can Vote at the Meeting

Anyone who holds Common Shares of the Corporation as a registered shareholder or a beneficial shareholder on March 16, 2016 (the "Record Date") is entitled to receive notice of the Meeting and to vote at the Meeting to be held on May 5, 2016 or any adjournment of the Meeting (see Voting as a Registered Shareholder or Voting as a Beneficial Shareholder below). If you became a shareholder after the Record Date you may vote if you produce a properly endorsed share certificate or otherwise establish ownership of the Common Shares and not later than 5 days before the Meeting you request your name be included on the list of shareholders entitled to vote at the Meeting.

You as a shareholder have the right to designate a person or company (who need not be a shareholder of the Corporation) other than N. Murray Edwards and Steve W. Laut, the management designees, to attend and act for you at the Meeting. Such right may be exercised by inserting in the blank space provided on the Proxy the name of the person or company to be designated and deleting therefrom the names of the management designees or by completing another proper instrument of proxy.

Voting as a Registered Shareholder

A registered shareholder is a shareholder who has a share certificate registered in their name. If you are a registered shareholder, you can attend the Meeting and vote in person, or, appoint someone to vote at the Meeting on your behalf in the manner described above.

Voting by proxy can be done in one of the following ways; 1) by mailing or personally delivering the completed form of proxy enclosed with this Information Circular to Computershare Trust Company of Canada, 8

Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 at least 24 hours before the Meeting for which it is to be used; 2) by telephone by calling the toll free number specified in the form of proxy; or, 3) by internet by accessing the website address specified in the form of proxy.

Voting as Beneficial Shareholder

A non-registered shareholder (a beneficial shareholder) is a shareholder who has their shares held by an intermediary such as a broker, dealer, trustee or financial institution.

If you are a beneficial shareholder and you wish to have your shares voted at the Meeting, you must provide instructions to the intermediary who is holding your shares on how you want your shares voted at the Meeting. If you

have provided instructions to your intermediary to receive information from the Corporation, you will receive from your intermediary a Voting Instruction Form. This form must be completed by you and returned to the intermediary in accordance with the instructions on the Voting Instruction Form. Alternatively, you can provide voting instruction by calling a toll free number or by internet by accessing the website address indicated on the Voting Instruction Form and following the instructions.

If you wish to vote in person at the Meeting, insert your name in the space provided on the Voting Instruction Form provided to you and sign and return it in accordance with the instructions provided. Do not otherwise complete the form, as you will be voting at the Meeting. When you arrive at the Meeting please register at the registration table.

In any case DO NOT send the Voting Instruction Form to the transfer agent or the Corporation as it is not a legal proxy for voting your shares at the Meeting.

How Your Shares Will Be Voted

Your shares will be voted or withheld from voting on any ballot that may be called in accordance with the instructions you have provided on the properly completed proxy. If no voting instructions have been specified by you, the person you have appointed to vote on your behalf has discretion to vote as they see fit. If your proxy holder is one designated by us, and no voting instructions have been specified by you, your shares will be voted (i) in favour of the persons nominated by management for election as directors; (ii) in favour of the appointment of PricewaterhouseCoopers LLP as auditor and the authorization of the Audit Committee of the Board of Directors to fix their remuneration; (iii) in favour of the approval of all unallocated stock options pursuant to the Amended, Compiled and Restated Stock Option Plan of the Corporation; (iv) in favour of a plan of arrangement whereby the Corporation would cause the return of capital to its shareholders, and, (v) on the advisory vote, in favour of the Corporation's approach to executive compensation.

The proxy also confers discretionary authority upon the person you have named to vote on your behalf with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting, or at any adjournment thereof. Management of the Corporation does not know of any matters which may be presented at the Meeting, other than the matters set forth in the notice but if the other matters or amendments or variations do properly come before the Meeting, it is the intention of the persons named in the enclosed Form of Proxy to vote such proxy according to their best judgment.

Changing Your Vote

If you are a registered shareholder and change your mind on how you want your shares voted, or, you decide to attend the Meeting and vote in person, you can revoke your proxy by personally attending at the Meeting and voting your shares, or, depositing another form of proxy with a later date. You can also revoke your proxy by (a) providing written notice at the registered office of the Corporation or the office of Computershare Trust Company of Canada, 8

Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 at any time up to and including the last business day preceding the day of the Meeting or any adjournment; or, (b) depositing written notice with the Chair of such Meeting on the day of the Meeting prior to its commencement or adjournment.

The written notice revoking your proxy can be from you or your attorney, provided they have your written authorization. If the shares are owned by a corporation, the written notice must be from its authorized officer or attorney.

If you are a beneficial shareholder follow the instructions of your intermediary with respect to the procedures to be followed for voting as discussed above. Any votes that have been cast on your behalf prior to your revoking your proxy will remain and you will be bound by such vote.

You May Receive More than One Set of Voting Materials

You may receive more than one set of voting materials, including multiple copies of this Information Circular and multiple proxy or Voting Instruction Forms if you hold your shares in more than one brokerage account. You will receive a separate Voting Instruction Form for each brokerage account in which you hold shares. If you are a registered holder of record and you hold your shares in more than one name or variation of your name, you will receive more than one form of proxy. Please complete, sign and return each form of proxy and Voting Instruction Form you receive, or you may cast your vote by telephone or internet by following the instructions on each form of proxy or Voting Instruction Form.

How the Votes are Counted

As a shareholder you are entitled to one vote for each Common Share you hold as at March 16, 2016 on all matters proposed to come before the Meeting. Computershare Trust Company of Canada counts and tabulates the votes independently of the Corporation. Proxies are referred to the Corporation only when (i) it is clear a shareholder wants to communicate with management; (ii) the validity of the proxy is in question; or, (iii) it is required by law.

If You Have Other Questions

If you are a registered shareholder and have any questions regarding the Meeting or require any assistance in completing the form of proxy, contact the Corporation's transfer agent, Computershare Trust Company of Canada, 1-800-564-6253 in Canada or the United States or outside of Canada or the United States at 1-514-982-7555.

If you are a beneficial shareholder and have any questions regarding the Meeting or require any assistance in completing the Voting Instruction Form received from an intermediary, contact the intermediary from whom you received the Voting Instruction Form.

NUMBER OF VOTING SHARES OUTSTANDING AND PRINCIPAL HOLDERS THEREOF

March 16, 2016 is the record date for determination of holders of Common Shares of the Corporation entitled to notice of and to vote at the Meeting, provided that, to the extent a shareholder transfers the ownership of any of his shares after the record date and the transferee of those shares establishes that they own such shares and requests not later than 5 days before the Meeting that their name be included on the shareholders' list, such transferee is entitled to vote such shares at the Meeting.

As at March 16, 2016 the Corporation has 1,095,394,543 voting securities outstanding as fully paid and non-assessable Common Shares without par value, each share carrying the right to one vote.

To the knowledge of the directors and officers of the Corporation no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to all voting securities of the Corporation other than:

Capital Research Global Investors,

333 South Hope Street, 55

Los Angeles, CA 90071

112,015,171 Common Shares

10.23%

BUSINESS OF THE MEETING

Shareholders will be addressing six items at the Meeting:

Receiving the Annual Report of the Corporation which includes the Consolidated Financial Statements and the report of the Auditors for the fiscal year ended December 31, 2015.

Electing the directors of the Corporation to serve until the next annual meeting of shareholders.

Appointing the Auditors of the Corporation to serve until the next annual meeting of shareholders and authorizing the Audit Committee of the Board of Directors to set the Auditors remuneration.

Considering the approval of all unallocated stock options pursuant to the Corporation's Amended, Compiled and Restated Employee Stock Option Plan.

Considering the approval of the return of capital to shareholders of the Corporation and a reduction of stated capital through a plan of arrangement.

Conducting an advisory vote on the Corporation's approach to executive compensation.

Shareholders will also consider other business that may properly be brought before the Meeting.

RECEIVING THE ANNUAL REPORT

Copies of the Annual Report will be sent under separate cover to all registered shareholders and to those beneficial shareholders who requested a copy of the Annual Report. The Annual Report is also available on the Corporation's website at

www.cnrl.com

and on the System for Electronic Document Analysis and Retrieval ("SEDAR") at

www.sedar.com

. As a shareholder, you will have an opportunity at the Meeting to address any questions you may have, to the Corporation's independent auditors, PricewaterhouseCoopers LLP, regarding their audit.

ELECTION OF DIRECTORS

The affairs of the Corporation are managed by a board of directors (the "Board") who are elected annually at each Annual General Meeting of Shareholders. Directors are elected to hold office until the next Annual General Meeting, unless the Director resigns or the position becomes vacant for any reason prior to the next Annual General Meeting. The Articles of the Corporation allow for a minimum of 3 and a maximum of 15 directors. Shareholders will be asked to elect 11 directors at the Meeting of which 9 nominees out of 11 (82%) are independent. All of the nominees are currently Directors who were elected at the Annual General Meeting of shareholders held on May 7, 2015.

The following table sets forth among other information the name of each of the persons proposed to be nominated for election as a director (the "Nominee"); the Nominee's principal occupation at present and within the preceding five (5) years; all positions and offices in the Corporation held by the Nominee, if applicable; other public company directorships held by the Nominee, if any; the date the Nominee was first elected, or appointed a director; the voting results of the Nominee at the previous Annual Meeting, if applicable; the number and market value of the Common Shares and/or Deferred Share Units ("DSUs") of the Corporation that the Nominee has advised are beneficially owned or controlled or directed, directly or indirectly, by the Nominee as of March 16, 2016; whether each Nominee meets the mandatory share ownership level; the meeting attendance record of each Nominee, if applicable; whether each Nominee is independent or non-independent; and, in the case of Nominees who are members of management, the number of stock options held. Refer to page B-6 for additional information on the level of experience reflected on the Board.

Majority Voting for Directors

In accordance with the Corporation's majority voting policy for directors, any Nominee in an uncontested election who receives a greater number of shares withheld than shares voted in favour of their appointment must tender their resignation to the Board for consideration and to take effect upon acceptance of the resignation by the Board. The majority voting policy does not apply if there are contested director elections.

Catherine M. Best, FCA, ICD.D

(age 62)

Calgary, Alberta

Director since November 2003

Independent

Ms. C. M. Best is a corporate director. Until May 2009 she served as Interim Chief Financial Officer of Alberta Health Services. Prior to that she was Executive Vice-President, Risk Management and Chief Financial Officer of Calgary Health Region from 2000. Prior to 2000 she was with Ernst & Young, a firm of chartered accountants where she served as a staff member and manager from 1980 to 1991, and was Corporate Audit Partner from 1991 to 2000. She holds a Bachelor of Interior Design degree from the University of Manitoba. Ms. C. M. Best is a Chartered Accountant, was awarded her FCA designation in 2005 and her ICD.D in 2009 and is a member of the Board of the Alberta Children's Hospital Foundation, the Calgary Foundation, The Wawanesa Mutual Insurance Company and serves as a volunteer member of the Audit Committee of the Calgary Stampede.

Voting Results at 2015 Annual Meeting

For: 96.31%

Withheld: 3.69%

Other Public Company Board Memberships

Superior Plus Corporation

AltaGas Ltd.

Aston Hill Financial Inc.

Badger Daylighting Ltd.

Meeting Attendance

Securities held/market value of Common Shares

Audit (Chair)

Compensation

8 of 8

5 of 5

6 of 6

31,488/$1,140,495

Required Ownership

$538,500

Exceeds Ownership

Requirements

N. Murray Edwards O.C.

(age 56)

London, United Kingdom

Executive Chair

Director since September 1988

Non-independent

(Management)

Mr. N. M. Edwards is, since December 2015, an investor and corporate director. Prior thereto, he was President, Edco Financial Holdings Ltd. a private management and consulting company. He has been a major contributor to the success and growth of the Corporation since becoming a Director and significant shareholder in 1988. Prior thereto, he was a partner of the law firm Burnet, Duckworth and Palmer in Calgary. He holds a Bachelor of Commerce degree (Great Distinction) from the University of Saskatchewan and a Bachelor of Laws degree (Honours) from the University of Toronto and is a recipient of the Order of Canada. Mr. N. M. Edwards is a member of the Canadian Council of Chief Executives and is on the Board of Directors of the C. D. Howe Institute.

For: 97.52%

Withheld: 2.48%

Ensign Energy Services Inc.

Magellan Aerospace Corporation

Board/Committee Membership

Reserves

2 of 2

21,919,732/$793,932,693

Stock Options

2,050,000

$2,643,844

Timothy W. Faithfull

(age 71)

Director since November 2010

Mr. T. W. Faithfull is a corporate director. Until July 2003, when he retired, he was President and Chief Executive Officer of Shell Canada Limited. He joined the Royal Dutch Shell Group of companies in 1967 and throughout his 36 year international career with them he held ever increasing senior positions including Vice-President Crude Oil Shell International Trading and Shipping Company from 1993 to 1996 and Chairman and CEO Shell Companies in Singapore from 1996 to 1999, culminating in his appointment as President and Chief Executive Officer of Shell Canada Limited. Between 1999 and July 2003 he also served on the boards of the Calgary Health Trust and Epcor Centre for the Performing Arts and is Chairman of the Starehe Endowment Fund in the UK and a Council Member of the Canada-UK Colloquia. Mr. T. W. Faithfull holds Master of Arts from the University of Oxford (Keble College) (Philosophy, Politics and Economics) and is an alumnus of the London Business School (Senior Executive Program). He is a Distinguished Friend of the University of Oxford and of the London Business School. In the UK he is a director of ICE Futures Europe and LIFFE Administration and Management, both of which are non-public companies. As part of his ICE Futures Europe role, he serves on the Brent Oversight Committee of the ICE Brent Index, the regulated benchmark for Brent crude oil futures. He is a former director of AMEC plc, Canadian Pacific Railway, Enerflex Systems Income Fund and Shell Pensioners Trust Ltd. (private).

For: 99.32%

Withheld: 0.68%

TransAlta Corporation

Health, Safety, Asset Integrity

and Environmental

4 of 4

9,000/$325,980

21,000/$760,620

Honourable Gary A. Filmon

P.C., O.C., O.M.

(age 73)

Winnipeg, Manitoba

Director since February 2006

The Honourable G. A. Filmon is a corporate director. Previously, he was a consulting engineer for five years and President of Success/Angus Commercial College for eleven years. He served in public office for over 20 years becoming Premier of Manitoba in 1988 until 1999, retiring from public office in 2000. He also served as a member and Chair of Canada's Security and Intelligence Review Committee from 2001 to 2010. He has received numerous community achievement awards, is a Member of the Order of Manitoba and, in 2009, became an officer of the Order of Canada. Mr. G. A. Filmon holds a Bachelor of Science and Masters degrees in Civil Engineering and an Honorary Doctor of Laws from the University of Manitoba. In 2015, he received his ICD.D designation.

For: 99.28

Withheld: 0.72%

Arctic Glacier Income Trust

Exchange Income Corporation

Nominating, Governance and Risk

3 of 3

15,263/$552,826

27,010/$97,830

Christopher L. Fong

(age 66)

Mr. C. L. Fong is a corporate director. Until his retirement in May 2009, he was Global Head, Corporate Banking, Energy with RBC Capital Markets. Prior thereto, between 1974 and September 1980 Mr. C. L. Fong worked as a petroleum engineer and as corporate planning analyst in the oil and gas industry. He was appointed Advisor to the Alberta Department of Energy's Competitive Review process in 2009. He has served as Chair of EducationMatters, Calgary's Public Education Trust and as a governor of Honen's, an International Piano Competition. He is past Chair of UNICEF Canada. Mr. C. L. Fong graduated from McGill University with a Bachelor of Chemical Engineering degree and has post graduate courses in Finance, Economics and Accounting from McGill University and the University of Calgary. He sits on the Petroleum Advisory Committee of the Alberta Securities Commission.

For: 99.69%

Withheld: 0.31%

Anderson Energy Inc.

Computer Modelling Group Ltd.

Ambassador Gordon D. Giffin

Atlanta, Georgia

U.S.A.

Director since May 2002 and

Lead Independent Director since May 2012

Ambassador G. D. Giffin is a partner at Dentons US LLP, in their Washington, D. C. and Atlanta, Georgia offices, and was a Senior Partner with McKenna Long & Aldridge LLP, a law firm based in Washington, D.C. and Atlanta, Georgia from 2001 to 2015 when they merged with Dentons. Prior thereto, he was the United States Ambassador to Canada from 1997 to 2001 after a career spanning 20 years engaged in the private practice of business and regulatory law. He holds a Bachelor of Arts degree from Duke University and a J.D. from Emory University School of Law.

For: 94.63%

Withheld: 5.37%

Canadian National Railway Company

Canadian Imperial Bank of Commerce

Element Financial Corporation

TransAlta Corporation

Governance and Risk (Chair)

62,856/$2,276,644

Wilfred A. Gobert

(age 68)

Mr. W. A. Gobert is an independent businessman. Until his retirement in 2006, he was Vice-Chair of Peters and Co. Limited, a position he held since 2002, and was a member of its Board of Directors and its Executive Committee. He joined Peters & Co. Limited in 1979 as Managing Director, Research and throughout his career at the firm his responsibilities included research analysis of integrated oil companies and oil and gas producers. Throughout the 1990s and early 2000s he consistently ranked among the top ten rated analysts in the annual survey of oil industry analysts in Canada. Mr. W. A. Gobert received an MBA degree from McMaster University as well as Bachelor of Science (Honours) degree from the University of Windsor and holds a Chartered Financial Analyst (CFA) designation. He sits on a number of not-for-profit boards and is Senior Fellow, Energy Studies, Centre for Energy Policy Studies with The Fraser Institute.

For: 97.12%

Withheld: 2.88%

Gluskin Sheff & Associates

Trilogy Energy Corp.

7 of 8

42,500/$1,539,350

(age 58)

President

Director since August 2006

Non-independent (Management)

Mr. S. W. Laut has been President of the Corporation since 2005. Prior thereto, he joined the Corporation as Senior Exploitation Engineer in 1991 and was appointed to positions of increasing responsibility as Vice-President, Operations in 1996; Executive Vice-President, Operations in 2001; Chief Operating Officer in 2003; and, President in 2005. He has been instrumental in contributing to the Corporation's growth and success during his tenure. Mr. S. W. Laut holds a Bachelor of Science degree in Mechanical Engineering from the University of Calgary and is a member of the Association of Professional Engineers, Geologists and Geoscientists of Alberta ("APEGA").

For: 99.00%

Withheld: 1.00%

2,430,353/$88,027,385

2,100,000

Honourable Frank J. McKenna,

P.C., O.C., O.N.B., Q.C.

Cap Pelé, New Brunswick

Mr. F. J. McKenna has been the Deputy Chair of TD Bank Group since May 2006. Prior to this, he served as Canadian Ambassador to the United States from 2005 to 2006. From 1998 to 2005, he acted as Counsel to the Atlantic Canada law firm McInnes Cooper, while serving on numerous boards, and he was Premier of New Brunswick from 1987 to 1997. He holds a Bachelor of Arts degree from St. Francis Xavier University, a post-graduate degree in political science from Queen's University, and a Bachelor of Laws degree from the University of New Brunswick. He received the Order of Canada in 2008.

For: 97.64%

Withheld: 2.36%

Brookfield Asset Management Inc.

Compensation (Chair)

17,084/$618,782

27,010/$978,302

David A. Tuer

Mr. D. A. Tuer is Chairman of Optiom Inc., a private insurance company. Prior thereto, from 2010 to 2015, he was Vice-Chairman and Chief Executive Officer of Teine Energy Ltd., a private oil and gas exploration company. He served as Vice-Chairman and Chief Executive Officer of Marble Point Energy Ltd. the predecessor to Teine Energy Ltd., also a private oil and gas exploration company from 2008 until 2010. He was Chairman of the Calgary Health Region, a position he held from 2001 to 2008 when the Alberta government consolidated all of the provincial health regions under one authority, Alberta Health Services. Mr. D. A. Tuer also served as Executive Vice-Chairman, BA Energy Inc. from 2005 until 2008, when it was acquired by its parent company Value Creation Inc. through a Plan of Arrangement and which until recently was engaged in the development, building and operations of a merchant heavy oil upgrader in Northern Alberta for the purpose of upgrading bitumen and heavy oil feedstock into high-quality crude oils. Prior thereto, he was President and Chief Executive Officer of PanCanadian Petroleum Inc. from 1994 to 2001 and President, Chief Executive Officer and a director of Hawker Resources Inc. from 2003 to 2005. Mr. D. A. Tuer holds a Bachelor of Science degree in Mechanical Engineering from the University of Calgary. He is serving on the board of directors of Altalink Management LLP, a private limited partnership, and Optiom Inc., a private insurance provider.

For: 98.53%

Withheld: 1.47%

Reserves (Chair)

72,508/$2,626,240

Annette M. Verschuren O.C.

(age 59)

Toronto, Ontario

Director since November 2014

Ms. A. M. Verschuren is the Chair and Chief Executive Officer of NRStor Inc., an energy storage project developer of energy storage technologies. She was President of The Home Depot Canada from 1996 to 2011, where she oversaw the company's successful growth in Canada leading to its entry into China. Prior to joining The Home Depot, Ms. A. M. Verschuren was President and co-owner of Michaels of Canada, a chain of arts and crafts stores. Previously, Ms. A. M. Verschuren was the Vice President, Corporate Development of Imasco Ltd. and the Executive Vice President of Canada Development Investment Corporation. She currently serves as Chancellor of Cape Breton University and as a director of Liberty Mutual Insurance Group and is a board member of numerous non-profit organizations. Ms. A. M. Verschuren is an Officer of the Order of Canada and holds honorary doctorate degrees from Dalhousie University, Mount Saint Vincent University, Carleton University, Ryerson University and St. Francis Xavier University, where she also earned a Bachelor of Business Administration degree.

For: 99.49%

Withheld: 0.51%

Air Canada

Saputo Inc.

13,500/$488,970

Minimum Ownership

Required by November 2019

Additional Disclosures Relating to Directors

Ambassador G. D. Giffin was a director of AbitibiBowater Inc. from October 29, 2007 until his resignation on January 22, 2009. In April 2009, AbitibiBowater Inc. and certain of its U.S. and Canadian subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware for relief under the provisions of Chapter 11 and Chapter 15 of the United States Bankruptcy Code, as amended, and sought creditor protection under the

Companies' Creditors Arrangement Act

(the "CCAA") with the Superior Court of Quebec in Canada.

Mr. Gary A. Filmon is a Trustee of Arctic Glacier Income Fund which, on February 22, 2012, applied for and was granted by the Manitoba Court of Queen's Bench, protection under the CCAA. Under CCAA protection the operating assets of the Fund were sold and the Fund is currently undergoing the process of being wound up and distributing the remaining assets, after all claims have been settled, to the unit holders.

Mandatory Share Ownership

The Board believes that in order to better align the interests of the directors and the executive officers with those of the Corporation's shareholders, share ownership by the directors and executive officers is desirable. Non-management directors are required to acquire and hold Common Shares and/or DSUs of the Corporation within five (5) years from the date of the director's appointment to the Board equal to a minimum aggregate market value of $538,500, being three times the annual retainer fee paid to directors in 2015. Management directors are required to hold Common Shares of the Corporation within three (3) years from the date of their appointment as an officer of the Corporation equal to a minimum aggregate market value of four times their annual salary. As the Executive Chair's annual salary is $1, his mandatory required holdings is the same as the President's, at $2,643,844, being four times the annual salary of the President.

Directors are required to confirm annually for the Corporation's Information Circular their Common Share and DSU ownership position which is reported in the table above for each director. Each director has also confirmed that such position is their beneficial and legal ownership position and that it has not been hedged against declines in the value of the Common Shares or otherwise sold.

DIRECTOR COMPENSATION

With the exception of the fee paid to the Lead Independent Director, which is determined by the Compensation Committee and approved by the Board, the Nominating, Governance and Risk Committee reviews the fees paid to the directors to ensure the fees are reasonable and competitive. The Corporation pays compensation comprised of cash and Common Shares of the Corporation to its non-management directors in their capacity as directors. In 2013 the Nominating, Governance and Risk Committee reviewed the fees paid to directors and recommended to the Board, the fees be adjusted to remain comparable with fees paid by companies of similar size and complexity. The Board approved the recommended fee adjustment and the fees became effective May 3, 2013. In 2015, in recognition of the impact continued low commodity prices is having on the Corporation, the Board of Directors reduced the annual retainer fee by 10% from $50,000 to $45,000.

Annual Retainer Fees

4,000 Common Shares

Committee Chair

10,000

Audit Committee Chair

25,000

Compensation Committee Chair

15,000

Per Meeting Fees

Attended in person

Attended by telephone unless meeting called by telephone

Time and travel fee for a director whose principal residence is out of the Province of Alberta and attends meetings in person.

4,000 per round trip

Retainer fees can be taken as DSUs which are redeemed for cash after the director leaves the Board. Messrs. T. W. Faithfull, G. A. Filmon and F. J. McKenna are participants in the DSU plan.

Shares are purchased on the Toronto Stock Exchange.

There are no vesting or hold restrictions on the shares purchased as part of director's fees except to the extent required to be in compliance with the share ownership threshold for directors under the share ownership guidelines of the Corporation. Fees paid are inclusive of the time required preparing for Board or committee meetings.

The DSUs are included in the share ownership requirements for a Director.

The Compensation Committee, as one of its primary responsibilities, reviews and approves compensation to directors who provide ongoing day-to-day management services to the Corporation. No annual retainer, meeting fees or other form of director fees are paid to such directors. The compensation paid to Messrs. N. M. Edwards and S. W. Laut is reported in the Summary Compensation Table for Named Executive Officers on page 55. Fees paid to non-management directors for 2015 are reported in the table below.

Earned

Based

Awards

Retainer

(1)(2)

Value

All Other

103,000

129,490

232,490

80,500

16,000

225.990

79,000

224,490

78,000

207,490

109,000

254,490

87,000

216,490

90,500

235,990

209,990

73,500

218,990

The amount shown represents the cost of Common Shares purchased on the Toronto Stock Exchange as the equity portion of the 2015 fees paid to directors.

Messrs. T. W. Faithfull, G. A. Filmon and F. J. McKenna participate in the DSU Plan and receive the equivalent number of DSUs in lieu of shares for the equity portion of directors' fees which are given the same value as the Common Shares purchased for the other directors.

The amount shown was paid to a director whose principal place of residence is outside the Province of Alberta and who attended meetings in person in 2015.

APPOINTMENT OF AUDITORS

The Board of Directors of the Corporation upon the recommendation of the Audit Committee of the Board of Directors has selected the firm of PricewaterhouseCoopers LLP ("PwC") to be nominated at the Meeting for re-appointment as the Corporation's independent auditors for the ensuing year at remuneration to be fixed by the Audit Committee of the Board of Directors. Before PwC was recommended for appointment, the Audit Committee met with management and PwC to review and discuss the proposed fiscal year 2016 audit and non-audit services to be rendered, the relationship of PwC with the Audit Committee, and, the independence of PwC. The Corporation's independent auditor since its inception has been PwC. The Corporation has been advised by PwC that it is the policy of PwC to rotate the senior audit partner for the Corporation at least once every five years. The current senior audit partner for the Corporation has been the senior audit partner for the Corporation for four years.

The Audit Committee of the Board of Directors in 2015 approved specified audit and non-audit services to be performed by PwC. The services provided include: (i) the annual audit of the Corporation's consolidated financial statements and internal controls over financial reporting, reviews of the Corporation's quarterly unaudited consolidated financial statements, audits of certain of the Corporation's subsidiary companies' annual financial statements as well as other audit services provided in connection with statutory and regulatory filings; (ii) audit related services including pension assets and Crown Royalty Statements; (iii) tax services related to expatriate personal tax and compliance and other corporate tax return matters; and (iv) non-audit services related to expatriate visa application assistance and to accessing resource materials through PwC's accounting literature library.

Fees Accrued to Auditors PricewaterhouseCoopers LLP

Fiscal 2015

Fiscal 2014

3,012,000

3,047,000

Audit Related

250,000

259,000

Tax Related

495,000

523,000

84,000

Total Accrued Fees

3,841,000

3,916,000

Additional disclosure regarding the Audit Committee and its members is contained in the Corporation's Annual Information Form under "Audit Committee Information".

STOCK OPTION PLAN

To remain competitive with its industry peer group and to provide parity with compensation levels within the industry, the Corporation believes that granting of stock options should be used to augment the overall compensation package and therefore has maintained a long-standing policy of awarding stock options to its officers, employees and designated Service Providers under the Amended, Compiled and Restated Employee Stock Option Plan (the "SOP"). These options provide an incentive for all employees and officers to focus on the long term and to ensure they are striving to maximize shareholder value. The Board believes this established policy of awarding stock options meets the Corporation's business objectives provided that the total number of options outstanding at any time is limited to a maximum of 9% of the Corporation's then outstanding Common Shares.

Previous grants or a value based on a formula such as the Black-Scholes-Merton model are not factors in determining the number of options to be granted. In order to determine the reasonable number of stock options to be awarded to executive officers and employees at all levels and in order to remain competitive with and maintain parity in the industry, the Corporation, in addition to considering the performance of the employee, the overall performance of the Corporation and other applicable factors, uses published data of its peer companies.

The options issued pursuant to the SOP are non-assignable, have an expiry term not to exceed six years and are exercisable at 20% per year commencing one or two years (for options awarded to new employees at time of hire) after the date of grant. The exercise price of the options is determined as the closing market price on the Toronto Stock Exchange (the "TSX") the day prior to the granting of the options. The Corporation does not provide any form of financial assistance to facilitate the purchase of securities pursuant to the SOP. Options are exercisable only during the term of employment with the Corporation and provided that the option holder is not subject to a collective agreement as defined in the SOP text. The aggregate number of Common Shares available for issuance under the SOP to any one person shall not exceed 5% of the outstanding issue of Common Shares. The SOP currently provides that the aggregate number of Common Shares reserved for issuance pursuant to all share based compensation plans including options granted to insiders at any time shall not exceed 9% of the outstanding issue of Common Shares and the aggregate number of Common Shares issued to insiders pursuant to all share based compensation plans including options within any one year period shall not exceed 10% of the outstanding issue of Common Shares.

If an Optionee ceases to be a Service Provider to the Corporation for any reason, all unvested options granted to such Optionee shall immediately terminate and be of no further force and effect and all vested options granted to such Optionee and not exercised within 30 days of the Optionee ceasing to be a Service Provider for any reason other than death shall terminate. If an Optionee dies while a Service Provider to the Corporation, any Option which has vested at the date of death shall be exercisable from three to twelve months after the date of death and if not exercised, shall terminate no later than twelve months from date of death.

Directors are not eligible to receive options under the SOP unless they provide ongoing day-to-day management services to the Corporation; i. e. management directors.

Shareholders authorized the Board of Directors of the Corporation to make certain amendments to the SOP without requiring further shareholder approval. Pursuant to terms of the SOP, any amendment to any provision of the SOP or the stock option certificate shall be subject to the approval, if required, of TSX or any governmental or regulatory

authority having jurisdiction over the securities of the Corporation, and if required by TSX, of the shareholders of the Corporation in the manner prescribed by TSX from time to time. The Board may at any time, without further action by or approval of the shareholders, amend or modify the SOP and amend or modify the stock option certificate at any time, if and when it is advisable, in the absolute discretion of the Board; provided however, that approval by shareholders shall be obtained for any amendment which: (a) increases the number of Common Shares issuable pursuant to the SOP; (b) would reduce the exercise price of an outstanding option, including a cancellation of an option and re-grant of an option in conjunction therewith, constituting a reduction of the exercise price of the option; (c) would extend the term of any option granted under the SOP beyond the expiration date of the option; (d) amends the SOP to allow for a maximum term of an option to be greater than six years except in the event the Option Period expires during a Blackout Period or within two business days following the end of a Blackout Period voluntarily imposed by the Corporation during which period affected Service Providers, amongst others, are prohibited from trading or otherwise dealing in the Corporation's securities, the Option Period shall be extended to the seventh business day following the later of (i) the last day of a Blackout Period; and (ii) the date the Option would otherwise expire, if the expiration date would otherwise occur in the time period commencing at the commencement of the Blackout Period to which the Optionee is subject and ending on the second business day subsequent to the Blackout Period; (e) expands the authority of the Corporation to permit assignability of options beyond that contemplated by the SOP; (f) adds to the categories of participants who may be designated for participation in the SOP; and (g) amends the SOP to provide for other types of compensation through equity issuance. No amendment as it may relate to a UK Approved Option (whether granted or to be granted) shall take effect unless and until the approval of the Board of Inland Revenue has been obtained for such amendment. No amendments have been made to the SOP or any individual option agreements since the last shareholders meeting held on May 7, 2015.

Approval of Unallocated Stock Options

The shareholders at their meeting held May 6, 2010 approved amending the SOP to a "rolling 9%" plan which provides that the aggregate number of Common Shares reserved for issuance pursuant to all share based compensation plans including options shall not exceed such number which represents 9% of the number of issued and outstanding Common Shares of the Corporation from time to time. The SOP, as amended, is considered an evergreen plan, since the Common Shares covered by Options which have been exercised shall be available for subsequent grants under the SOP.

Section 613(a) of the Toronto Stock Exchange Company Manual provides that, every three (3) years after the institution of a security based compensation arrangement, all unallocated rights, options or other entitlements under such arrangements which does not have a fixed maximum number of securities issuable must be approved by a majority of the issuer's directors and by the issuer's security holders. Accordingly, the SOP was ratified, confirmed and approved by the directors and by the shareholders on May 2, 2013.

As the SOP is considered to be a security based compensation arrangement and the SOP as amended provides that the maximum number of Common Shares reserved for issuance from time to time pursuant to outstanding stock options is not a fixed number and instead shall not exceed a number of Common Shares equal to 9% of the issued and outstanding Common Shares from time to time (less the number of Common Shares issuable pursuant to all other security based compensation arrangements), approval will be sought at the Meeting to approve the grant of unallocated stock options under the SOP. When stock options have been granted pursuant to the SOP, Common Shares that are reserved for issuance under outstanding stock options are referred to as allocated Common Shares. The Corporation has additional Common Shares that may be reserved for issuance pursuant to future grants of stock options under the SOP, but as they are not subject to current stock option grants, they are referred to as unallocated stock options.

The current number of Commons Shares issued and outstanding as at March 16, 2016 is 1,095,394,543. Accordingly, as the "rolling 9%" plan is in effect as at March 16, 2016 there are 98,585,508 Common Shares reserved for issuance upon the exercise of Options, which constitutes 9.0% of the issued and outstanding Common Shares of the Corporation. There are currently 70,160,212 Options outstanding (6.4% of the issued and outstanding Common Shares as at March 16, 2016) and 28,425,296 options unallocated under the SOP.

Continuation of the SOP is necessary to maintain a competitive compensation program that will also be an effective retention program of key employees and executives. Accordingly, the Board of Directors recommends approval of the unallocated stock options under the SOP to be allocated and the number of Common Shares issuable pursuant

to the SOP. The average number of options outstanding under the SOP has been at approximately 6.5% of the outstanding Common Shares since the shareholders approved the "rolling 9%" plan on May 6, 2010.

As the rules of TSX require the Corporation to seek shareholder approval for the grant of unallocated stock options under the SOP every three years, if the shareholders approve the grant of unallocated stock options under the SOP, the Corporation will be required to seek approval for any unallocated stock options under the SOP again on or before May 5, 2019. If approval is not obtained at the Meeting, stock options which have not been allocated as of May 2, 2016 and Common Shares which are reserved for issuance pursuant to stock options which are outstanding as of May 2, 2016 and which are subsequently cancelled, terminated or exercised will not be available for new grant of stock options under the SOP. Previously allocated stock options will continue to be unaffected by the approval or disapproval of the resolution.

Approval by the shareholders of the unallocated stock options under the SOP is required by the policies of the TSX and, therefore, must be approved in accordance with Section 140 of the

(Alberta), in the form of an ordinary resolution. An affirmative vote by holders of more than 50% of the Common Shares represented and voted at the meeting is necessary to approve the following resolution.

The Board of Directors recommends that shareholders vote in favour of the proposed resolution. The persons designated in the enclosed Voting Instruction Form or Form of Proxy, unless instructed otherwise, intend to vote FOR the resolution.

Shareholders will be asked at the Meeting to approve the following resolution:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE CORPORATION, THAT:

The SOP, as described under the heading "Equity Compensation Plan Information" in the Information Circular relating to this Meeting is hereby ratified, confirmed and approved.

All unallocated stock options under the SOP are approved and authorized until May 5, 2019.

Any director or officer of the Corporation be and is hereby authorized to do such things and to execute and deliver all documents that such directors or officers may, in their discretion determine to be necessary in order to give full effect to the intent and purpose of the foregoing resolutions.

Notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Corporation, at any time if such revocation is considered necessary or desirable by the directors."

As the rules of TSX require the Corporation to seek shareholder approval for the grant of unallocated stock options under the SOP every three years, if the shareholders approve the grant of unallocated stock options under the SOP, the Corporation will be required to seek approval for any unallocated stock options under the SOP again on or before May 5, 2019. If approval is not obtained at the Meeting, stock options which have not been allocated as of May 5, 2016 and Common Shares which are reserved for issuance pursuant to stock options which are outstanding as of May 5, 2016 and which are subsequently cancelled, terminated or exercised will not be available for new grant of stock options under the SOP. Previously allocated stock options will continue to be unaffected by the approval or disapproval of the resolution.

INFORMATION REGARDING THE PLAN OF ARRANGEMENT

Background To The Arrangement

On November 8, 2015, Canadian Natural and certain of its affiliates entered into a Royalty Assets Purchase and Sale Agreement (the "Royalty Agreement") with PrairieSky Royalty Ltd. ("PrairieSky") which contemplated the sale of certain of Canadian Natural's royalty assets to PrairieSky for cash consideration of approximately $680 million and the issuance of 44,444,444 PrairieSky common shares ("PrairieSky Shares"). The transactions contemplated by the Royalty Agreement were completed on December 16, 2015. Pursuant to the Royalty Agreement, Canadian Natural is required to distribute, by no later than December 31, 2016, sufficient PrairieSky Shares so that Canadian Natural, after such distribution, would own, directly or indirectly, less than 10% of the issued and outstanding PrairieSky Shares determined on the date of such distribution subject to adjustment in certain circumstances. A distribution of 0.02 of a PrairieSky Share for each outstanding Common Share pursuant to the Arrangement (as defined below) (subject to cash payments for entitlements to less than twenty (20) PrairieSky Shares as described below under "

Cash Payments for Entitlements to Less than Twenty PrairieSky Shares

") (the "Minimum Distribution") will allow Canadian Natural to meet the requirement under the Royalty Agreement.

Following receipt of advice from its external advisors, Canadian Natural has determined that the most expeditious way in which to effect a distribution of PrairieSky Shares to shareholders of the Corporation in order to meet its obligations under the Royalty Agreement, having regard to, among other things, the jurisdiction of residence of certain of its Shareholders, is pursuant to a court approved arrangement under the

(Alberta) ("ABCA") (the "Arrangement").

On March 21, 2016, the Court of Queen's Bench of Alberta (the "Court") granted an interim order (the "Interim Order") under subsection 193(4) of the ABCA, containing declarations and directions with respect to the Arrangement and the holding of the Meeting. The full text of the Interim Order is set out in Schedule A to this Information Circular. Pursuant to the Interim Order, the Arrangement will require approval of at least two-thirds of the votes cast by Shareholders present in person or by proxy at the meeting (the "Arrangement Resolution"). The full text of the Arrangement Resolution is set out on page 33 of the Information Circular. The Arrangement will be implemented pursuant to a plan of arrangement (the "Plan of Arrangement"), the full text of which is set out in Schedule A to this Information Circular. In the event that Shareholder approval of the Arrangement Resolution is obtained in accordance with the Interim Order, Canadian Natural intends to apply to the Court for a final order approving the Arrangement (the "Final Order"). Upon receipt of the Final Order, the Board has discretion to establish a record date for Shareholders that will be entitled to receive the PrairieSky Shares (the "Arrangement Record Date") pursuant to the Plan of Arrangement. In accordance with the policies of the Toronto Stock Exchange and the New York Stock Exchange, Canadian Natural must announce the Arrangement Record Date at least seven Trading Days in advance of such date.

Effect Of The Arrangement

The Arrangement will result in the distribution of a minimum of 0.02 of a PrairieSky Share in respect of each Common Share outstanding at the last moment in time prior to the Effective Time (as defined below) by the Corporation to Shareholders of record at the last moment in time on the Arrangement Record Date (the "Participating Shareholders") provided that Participating Shareholders that would receive less than twenty (20) PrairieSky Shares will receive a cash payment in lieu thereof (see "

Cash Distribution for Entitlements to Less than Twenty PrairieSky Shares

"). The Plan of Arrangement provides the Board with discretion to increase the number of PrairieSky Shares to be distributed under the Arrangement and to establish the date on which the articles of arrangement ("Articles of Arrangement") will be filed. The Arrangement will become effective on a date to be determined by the Board, which date must be at least seven Trading Days following the date on which the Articles of Arrangement are filed (the "Effective Date"). For the purposes of this Information Circular, a "Trading Day" means a date on which both the Toronto Stock Exchange and New York Stock Exchange are open for trading. Pursuant to the Plan of Arrangement, each Participating Shareholder entitled to receive PrairieSky Shares pursuant to the Arrangement will, as at 12:01 a.m. on the Effective Date (the "Effective Time") become the holder of PrairieSky Shares distributed to such Participating Shareholder under the Arrangement. As of March 16, 2016, assuming the Minimum Distribution is completed under the Arrangement, it is anticipated that Participating Shareholders will hold in aggregate approximately 9.8% of the issued and outstanding PrairieSky Shares (assuming no further PrairieSky Shares are issued after the date hereof). As set forth above, the Plan of Arrangement provides the Board with the discretion to

increase the number of PrairieSky Shares to be distributed under the Arrangement and the Board may make such determination before or after the Final Order is granted, but, in any event, prior to it establishing the Effective Date.

In accordance with the Plan of Arrangement, the distribution of PrairieSky Shares under the Plan of Arrangement will be completed as a return of capital pursuant to which the Corporation's stated capital maintained in respect of its Common Shares will be reduced by an amount equal to the volume-weighted average trading price of a single PrairieSky Share on the Toronto Stock Exchange during the five trading days immediately preceding the Effective Date ("Fair Market Value") multiplied by the aggregate number of PrairieSky Shares that the Board determines to distribute in connection with the Arrangement.

Canadian Natural currently holds directly 22,015,635 PrairieSky Shares. The balance of the 44,444,4444 PrairieSky Shares that were issued pursuant to the Royalty Agreement are held by other affiliates of Canadian Natural. The PrairieSky Shares are listed on the Toronto Stock Exchange.

Details of the Arrangement

The following is only a summary of the Plan of Arrangement and is qualified in its entirety by the full text of the Plan of Arrangement set forth in Schedule A to this Information Circular. Reference should be made to the full text of the Plan of Arrangement.

Pursuant to the Plan of Arrangement, the following events will occur and will be deemed to occur consecutively in the following order, beginning at the Effective Time, without any further authorization, act or formality:

Canadian Natural shall become obligated to make a return of capital to Shareholders in an amount equal to the Fair Market Value of the PrairieSky Shares to be distributed (such amount of PrairieSky Shares to be determined by the Board) (the "Distribution Shares") as a reduction of capital recorded in the stated capital account of the Common Shares in accordance with Section 38(1)(b) of the ABCA (the "Return of Capital") and it shall reduce the amount recorded in the stated capital account for its Common Shares by an amount equal to the Fair Market Value of all of the Distribution Shares, in accordance with Section 39(3) of the ABCA.

Each Participating Shareholder shall be entitled to receive from Canadian Natural its

pro rata

portion of the Return of Capital and the entitlement of each such Participating Shareholder to its

portion of the Return of Capital is referred to herein as a "Shareholder Claim".

Subject to cash payments for entitlements for less than twenty (20) PrairieSky Shares as described below under "

Cash Payments for Entitlements to Less than Twenty PrairieSky Shares

", Canadian Natural shall satisfy its obligations to Participating Shareholders in connection with the aggregate Shareholder Claims through the transfer of the Distribution Shares to the Participating Shareholders on a

basis in respect of each Common Share outstanding at the last moment in time prior to the Effective Time.

Canadian Natural shall satisfy the remainder of its obligations to Participating Shareholders in connection with the outstanding portion of the aggregate Shareholder Claims through the payment of the Cash Distribution (as defined below) to each Participating Shareholder entitled to receive such distribution as described below under "

Upon completion of the transfer of the Distribution Shares to the Participating Shareholders as set out in paragraph (c) above and the payment of the Cash Distribution to Participating Shareholders as set out in paragraph (d) above, Canadian Natural shall be deemed to have satisfied in full its obligations to Shareholders in connection with the Shareholder Claims and Return of Capital.

Upon the transfer of the Distribution Shares as set out in paragraph (c) above, Canadian Natural shall cease to be the holder of the PrairieSky Shares so transferred and the name of Canadian Natural shall be removed from the register of holders of PrairieSky Shares in respect of such PrairieSky Shares. Each Participating Shareholder entitled to receive PrairieSky Shares pursuant to the Arrangement shall, at the Effective Time, become the holder of the PrairieSky Shares transferred to such Participating Shareholder pursuant to the Plan of Arrangement free and clear of any and all liens, claims and encumbrances attaching to such securities, and the name of such Participating Shareholder shall be added to the register of holders of PrairieSky Shares in respect of the PrairieSky Shares so transferred.

Cash Distribution for Entitlements to Less than Twenty PrairieSky Shares

Where a Participating Shareholder would be entitled to receive less than twenty (20) whole PrairieSky Shares, in connection with the distribution of Distribution Shares pursuant to paragraph (c) above (such number of PrairieSky Shares that is less than twenty (20) whole PrairieSky Shares is referred to herein as the "Fractional Amount") as part of the Arrangement, such Participating Shareholder will receive, in lieu of such Fractional Amount, a cash payment from Canadian Natural equal to the number of whole or part PrairieSky Shares represented by such Fractional Amount, multiplied by the Fair Market Value (a "Cash Distribution"), provided that the resulting amount is at least $1.00. Where the resulting cash payment would be less than $1.00, Canadian Natural will be under no obligation to and will not make any payment in lieu of such Fractional Amount.

Fractional Shares

No fractional PrairieSky Shares will be transferred to Participating Shareholders entitled to receive PrairieSky Shares pursuant to the Arrangement. Where a Participating Shareholder entitled to receive PrairieSky Shares would be entitled to a fractional PrairieSky Share under the Arrangement, such Participating Shareholder will receive, in lieu of such fractional share, a cash payment from Canadian Natural equal to the fraction of a PrairieSky Share otherwise distributable multiplied by the Fair Market Value of such PrairieSky Share, provided that the resulting amount is at least $1.00. Where the cash payment would be less than $1.00, Canadian Natural will be under no obligation to and will not make any payment in lieu of such fractional share. Canadian Natural may sell such number of PrairieSky Shares required to realize sufficient proceeds in order to make the cash payments in lieu of Fractional Amounts and fractional PrairieSky Shares noted above.

In calculating such Fractional Amounts and fractional interests, all PrairieSky Shares to be registered in the name of such Shareholder upon the transfer of PrairieSky Shares pursuant to the Arrangement shall be aggregated.

Procedure For The Arrangement To Become Effective

Procedural Steps

The Arrangement is proposed to be carried out pursuant to Section 193 of the ABCA. The following procedural steps must be taken in order for the Arrangement to become effective:

the Arrangement must be approved by the Shareholders at the Meeting in the manner set forth in the Interim Order;

the Board must determine the total number of PrairieSky Shares to be distributed to Shareholders pursuant to the Arrangement, which determination may be made before or after the Final Order is granted;

the Court must grant the Final Order approving the Arrangement;

the Board must determine the Effective Date, which shall be on a day at least seven Trading Days (on the Toronto Stock Exchange) following the date on which the Articles of Arrangement are filed with the Registrar of corporations in Alberta (the "Registrar");

the Articles of Arrangement, together with the Final Order and related documents, are filed with the Registrar and the Effective Date occurs on the date specified in the Articles of Arrangement (what must be at least seven Trading Days from the date on which the Articles of Arrangement are filed); and

the Record Date is then established, being the last Trading Day preceding the Effective Date.

Shareholder Approvals

Pursuant to the terms of the Interim Order, the Arrangement Resolution must be approved by at least two-thirds of the votes cast by the Shareholders present in person or by proxy at the Meeting.

It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxy in favour of the Arrangement Resolution set forth on page 33 of this Information Circular.

Notwithstanding the foregoing, the Arrangement Resolution proposed for consideration by the Shareholders authorizes the Board, without further notice to or approval of Shareholders, subject to the terms of the Plan of

Arrangement and Interim Order, to modify, amend or terminate the Plan of Arrangement, to decide not to proceed with the Arrangement and to revoke the Arrangement Resolution at any time prior to the Effective Time.

Court Approval

Interim Order

On March 21, 2016, Canadian Natural obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. The Interim Order is included in Schedule A to this Information Circular.

The following is only a summary of the Interim Order and is qualified in its entirety by the full text of the Interim Order set forth in Schedule A to this Information Circular. Reference should be made to the full text of the Interim Order.

Pursuant to the Interim Order:

each Shareholder entitled to vote at the Meeting will be entitled to one vote on a ballot in respect of the Arrangement Resolution for each Common Share held at the record date established for the Meeting;

the number of votes required to approve the Arrangement Resolution shall be at least two-thirds of the votes cast by the Shareholders present in person or by proxy at the Meeting (voting together as a single class), not counting for this purpose abstentions, spoiled votes, illegible votes and/or defective votes; and

a quorum of Shareholders is present at the Meeting in respect of the approval of the Arrangement, irrespective of the number of persons actually present at the Meeting, if the holders of five percent of the Common Shares entitled to vote at the Meeting are present in person or represented by proxy. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting shall stand adjourned to the same day in the next week, at the same time and place; and if at such adjourned meeting a quorum is not present, the members present, if at least two, shall be a quorum for all purposes.

Final Order

The Arrangement requires final approval of the Court. Subject to the terms of the Arrangement Resolution, if the Arrangement Resolution is approved at the Meeting, Canadian Natural will make an application to the Court for the Final Order at the Calgary Courts Centre, 601 5

Street SW, Calgary, Alberta, on or about

May 6, 2016 at 10:00 a.m. (Calgary time)

or as soon thereafter as counsel may be heard. The Notice of Originating Application for the Final Order is attached to this Information Circular in Schedule A. At the application, the Court will be requested to consider the fairness of the Arrangement.

Any Shareholder or other interested party desiring to support or oppose the application with respect to the Arrangement, may appear at the hearing in person or by counsel for that purpose, subject to filing with the Court and serving on Canadian Natural so that it is received on or before

5:00 p.m. (Calgary time) on April 29, 2016

(or on the fifth business day preceding any adjourned or postponed meeting of Shareholders to consider the Arrangement), a notice of intention to appear setting out their address for service and indicating whether they intend to support or oppose the application or make submissions, together with any evidence or materials which are to be presented to the Court. Service of such notice on Canadian Natural is required to be effected by service upon the solicitors for Canadian Natural: Osler, Hoskin & Harcourt LLP, Suite 2500, 450 1

Street S.W., Calgary, Alberta, T2P 5H1, Attention: Tristram Mallett.

The PrairieSky Shares distributable to Participating Shareholders entitled to receive PrairieSky Shares in the United States pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933 ("1933 Act"). The Court has been advised that the Final Order, if granted, will constitute the basis for an exemption from the registration requirements of the 1933 Act, pursuant to Section 3(a)(10) thereof, with respect to the distribution of PrairieSky Shares to Participating Shareholders entitled to receive PrairieSky Shares in the United States pursuant to the Arrangement.

Canadian Natural has been advised by its counsel that the Court has broad discretion under the ABCA when making orders with respect to the Arrangement and that the Court, in hearing the application for the Final Order, will consider, among other things, the fairness of the Arrangement to the Shareholders and any other interested party as the Court determines appropriate. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct. Pursuant to the Arrangement Resolution, Canadian Natural may determine not to

proceed with the Arrangement in the event that any amendment ordered by the Court is not satisfactory to Canadian Natural.

Securities Law Matters

Canada

The PrairieSky Shares issued to Canadian Natural upon the completion of the transactions contemplated by the Royalty Agreement were issued pursuant to the prospectus exemption for distributions of securities as consideration for the acquisition of petroleum or natural gas properties (or any interest therein) in section 2.13 of National Instrument 45-106

Prospectus Exemptions

("NI 45-106"), accordingly, such PrairieSky Shares were, upon issuance, subject to a four month "hold period". Such hold period will have expired in advance of the Effective Date. Accordingly, the PrairieSky Shares to be distributable to Participating Shareholders pursuant to the Arrangement will generally be "freely tradable" in the hands of Participating Shareholders (and not subject to any "restricted period" or "hold period") under applicable Canadian securities laws other than Participating Shareholders who could be considered a "control person" of PrairieSky within the meaning of applicable Canadian securities laws. In the event that the distribution of PrairieSky Shares pursuant to the Arrangement is considered a control distribution under applicable Canadian securities laws, Canadian Natural will be able to rely on the exemption to the prospectus requirement in section 2.11 of NI 45-106 as a result of the distribution being completed pursuant to an arrangement that is under a statutory procedure. The PrairieSky Shares distributable pursuant to the Arrangement are currently listed on the Toronto Stock Exchange.

Participating Shareholders are urged to consult their legal advisors to determine the applicability to them of the resale restrictions prescribed by applicable Canadian securities laws.

United States

The PrairieSky Shares distributable to Participating Shareholders pursuant to the Arrangement have not been and will not be registered under the 1933 Act, and will be issued in reliance upon the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof. Section 3(a)(10) of the 1933 Act exempts the issuance of any securities issued in exchange for one or more

bona fide

outstanding securities, claims or property interests from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Court granted the Interim Order on March 21, 2016 and, subject to the approval of the Arrangement by Shareholders and satisfaction of certain other conditions, a hearing on the Arrangement will be held on or about May 6, 2016 by the Court. See "

Procedure for the Arrangement to Become Effective Court Approval

The PrairieSky Shares distributable to Participating Shareholders pursuant to the Arrangement will be, following completion of the Arrangement, freely tradable under the 1933 Act, except by persons who will be "affiliates" of PrairieSky after the Effective Date or were affiliates of PrairieSky within 90 days before the Effective Date. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such PrairieSky Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the 1933 Act and applicable securities laws, absent an exemption or exclusion therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell PrairieSky Shares outside the United States without registration under the 1933 Act pursuant to Regulation S under the 1933 Act. If available, such affiliates (and former affiliates) may also resell such PrairieSky Shares pursuant to Rule 144 under the 1933 Act.

United Kingdom

This document contains no offer of transferable securities to the public in the United Kingdom within the meaning of sections 85(1) and 102B of the United Kingdom Financial Services and Markets Act 2000, as amended (the "FSMA"). This document is not a prospectus for the purposes of section 85(1) of the FSMA. Accordingly, this document has not been examined or approved as a prospectus by the United Kingdom Financial Conduct Authority (the "FCA") under section 87A of the FSMA or by the London Stock Exchange and has not been filed with the FCA

pursuant to the rules published by the FCA implementing the Prospectus Directive (2003/71/EC) nor has it been approved by a person authorised under the FSMA, for the purposes of section 21 of the FSMA. No prospectus has been or will be registered in the United Kingdom in respect of the PrairieSky Shares. The PrairieSky Shares distributable pursuant to the Arrangement to Participating Shareholders in the United Kingdom will generally be freely tradeable in the hands of such Participating Shareholders.

Timing

If the Meeting is held as scheduled and is not adjourned or postponed and the necessary Shareholder approval is obtained, Canadian Natural will apply for the Final Order on or about May 6, 2016 unless the Board determines not to proceed with the Arrangement. If the Final Order is obtained in form and substance satisfactory to Canadian Natural, the Board will establish the Effective Date to occur at some time later in 2016. Pursuant to the Plan of Arrangement, the Arrangement Record Date is the last Trading Day preceding the Effective Date. It is not possible, however, to state with certainty when the Arrangement Record Date and Effective Date will occur, if at all. The Arrangement Record Date and Effective Date could be delayed, or the Arrangement may not proceed, for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order, the Final Order not being obtained in form and substance satisfactory to Canadian Natural or the Board electing not to proceed with the Arrangement in accordance with the Arrangement Resolution.

The Arrangement will become effective at the Effective Time on the Effective Date. Canadian Natural expects that the Common Shares will commence trading "ex-distribution" two Trading Days prior to the Effective Date.

Information Regarding PrairieSky

General

PrairieSky is an independent, publicly traded, Canadian corporation that has one of the largest independently-owned portfolios of fee simple mineral title and oil and natural gas royalty interests in Canada. PrairieSky does not directly conduct operations to explore for, develop or produce petroleum or natural gas; rather, third party development of its royalty properties provides it with royalty revenues as petroleum and natural gas are produced from such properties. PrairieSky's costs are primarily freehold mineral taxes, corporate income taxes and administrative expenses. Costs typically related to upstream drilling, equipment, production and asset retirement obligations are not incurred by PrairieSky; instead these costs are incurred by the third parties who conduct activities on its royalty properties. Additional information on PrairieSky is contained in the PrairieSky AIF (as defined below) under the headings "

Corporate Structure

" and "

Business of the Company

Documents Incorporated by Reference

Information regarding PrairieSky has been incorporated by reference in this Information Circular, from documents filed with securities commissions or similar authorities in Canada.

Copies of PrairieSky's documents incorporated herein by reference may be obtained on request without charge from Canadian Natural at #2100, 855 2

Street S.W., Calgary, AB T2P 4J8; Attn: Corporate Secretary, Telephone No. (403) 386-5077. In addition, copies of PrairieSky's documents incorporated herein by reference may be obtained by accessing the disclosure documents available through the Internet on the SEDAR website at www.sedar.com.

The following documents of PrairieSky are filed with the various securities commissions or similar authorities in the provinces of Canada and are specifically incorporated by reference into and form an integral part of the Information Circular:

annual information form of PrairieSky dated February 29, 2016 for the year ended December 31, 2015 (the "PrairieSky AIF");

the audited financial statements of PrairieSky for the years ended December 31, 2015 and 2014 and the report of the auditors thereon;

management's discussion and analysis of PrairieSky for the year ended December 31, 2015;

business acquisition report of PrairieSky dated January 13, 2016 in respect of its acquisition of certain royalty assets from Canadian Natural;

the information circular and proxy statement of PrairieSky dated March 20, 2015 relating to the annual and special meeting of PrairieSky shareholders held on April 28, 2015;

the information circular and proxy statement of PrairieSky dated November 18, 2015 relating to the special meeting of PrairieSky shareholders held on December 14, 2015;

the information circular and proxy statement of PrairieSky dated March 11, 2016 relating to the annual meeting of PrairieSky shareholders to be held on April 27, 2016; and

material change report of PrairieSky dated March 1, 2016.

Any documents of the type required by National Instrument 44-101

Short Form Prospectus Distributions

to be incorporated by reference in a short form prospectus, including any material change reports (excluding confidential reports), comparative interim financial statements, comparative annual financial statements and the auditor's report thereon, management's discussion and analysis of financial condition and results of operations, information circulars, annual information forms and business acquisition reports filed by PrairieSky with the securities commissions or similar authorities in Canada subsequent to the date of the Information Circular and before the Effective Date, are deemed to be incorporated by reference in this Information Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of the Information Circular to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Circular.

Description of Securities Being Distributed

A description of the material attributes and characteristics of the PrairieSky Shares to be issued to Shareholders pursuant to the Arrangement is contained in the PrairieSky AIF under the heading "

Description of Capital Structure

Prior Sales

The following table summarizes the issuances by PrairieSky of PrairieSky Shares and securities convertible during the twelve months preceding the date hereof.

Date of Issuance

Number of Securities

Exercise or Issue Price

per Security

March 1, 2015

March 3, 2015

35,000

April 15, 2015

75,394

May 19, 2015

94,524

June 10, 2015

June 15, 2015

94,780

July 7, 2015

6,336,000

July 15, 2015

113,380

July 16, 2015

16,437

August 17, 2015

131,337

September 15, 2015

144,880

October 15, 2015

119,547

November 15, 2015

139,947

November 24, 2015

50,625

14,479

December 2, 2015

Subscription Receipts

26,976,000

December 15, 2015

200,598

January 1, 2016

371,346

117,821

89,468

January 15, 2016

281,957

February 15, 2016

278,346

March 15, 2016

226,821

Notes:

Represents PrairieSky Shares issued on exercise of options under PrairieSky's option plan. For a description of the Company's stock option plan, see "Executive Compensation Incentive Award Programs Option Plan

" in PrairieSky's Information Circular dated March 11, 2016 as filed under PrairieSky's profile on SEDAR at www.sedar.com.

Represents options to acquire PrairieSky Shares granted pursuant to PrairieSky's option plan.

Represents PrairieSky Shares issued pursuant to the Company's dividend reinvestment plan and stock dividend program. For a description of the dividend reinvestment plan and stock dividend program, see PrairieSky's "Matters to be Acted Upon at the Meeting Approval of Share Capital Amendment to Implement Stock Dividend Program

" in PrairieSky's Information Circular dated March 20, 2015 as filed under PrairieSky's profile on SEDAR at www.sedar.com.

Represents PrairieSky Shares issued pursuant to a bought deal treasury offering by PrairieSky, pursuant to a short form prospectus, of 6,336,000 PrairieSky Shares (including 576,000 PrairieSky Shares issued pursuant to the exercise in full of the over-allotment option) at a price of $31.25 per PrairieSky Share for aggregate gross proceeds of $198 million completed on July 7, 2015.

Represents PrairieSky Shares issued pursuant to an asset acquisition agreement.

Represents Restricted Share Units ("RSUs") and Performance Share Units ("PSUs"), as applicable, granted pursuant to PrairieSky's share unit incentive plan. For a description of the Company's share unit incentive plan, see "Executive Compensation Incentive Award Programs Incentive Plan

" in PrairieSky's Information Circular dated March 11, 2016 as filed under PrairieSky's profile on SEDAR at www.sedar.com.

Represents subscription receipts of PrairieSky issued pursuant to a private placement on December 2, 2015 with each subscription receipt entitling the holder thereof to receive, without payment of additional consideration or further action on the part of such holder, one PrairieSky Share upon the satisfaction of certain conditions, including that all material conditions to the completion of the transactions contemplated by the Royalty Agreement had been satisfied or waived.

Represents PrairieSky Shares issued upon completion of the transactions contemplated by the Royalty Agreement on December 16, 2015.

On December 16, 2015, PrairieSky Shares were issued pursuant to the subscription receipts upon completion of the transactions contemplated by the Royalty Agreement.

Price Range and Trading Volume of PrairieSky Shares

The PrairieSky Shares are listed and trade on the Toronto Stock Exchange under the symbol "PSK". The following table sets forth the price range and trading volume of the PrairieSky Shares on the Toronto Stock Exchange as reported by the Toronto Stock Exchange for the periods indicated.

High ($)

Low ($)

Volume

25,776,912

March 1 16

16,794,630

Risk Factors

The risk factors described under "

" in the PrairieSky AIF, which are incorporated into and form part of the Information Circular, are the most significant risk factors related to PrairieSky which Shareholders should carefully consider. If any of the events contemplated or implied by such risk factors were to occur to PrairieSky's business, prospects, financial condition, results of operation or cash flows could be materially adversely affected. In

addition, Shareholders should carefully review and consider all other information contained in the Information Circular together with all other information included or incorporated by reference in the Information Circular, before making a decision to vote for or against the Arrangement Resolution and consult their own experts where necessary.

Certain Canadian Federal Income Tax Considerations

The following is a summary of the principal Canadian federal income tax considerations generally applicable to beneficial owners of Common Shares (each a "Shareholder" for the purposes of this "

" section and the "

Certain U.S. Federal Income Tax Considerations

Certain United Kingdom Income Tax Considerations

" section) who are paid the above-described Return of Capital by Canadian Natural, receive PrairieSky Shares and/or Cash Distribution pursuant to the Arrangement, and who, for the purposes of the

Income Tax Act

(Canada) (the "Tax Act"), deal at arm's length and are not affiliated with Canadian Natural and PrairieSky, hold their Common Shares as capital property, and will hold any PrairieSky Shares received under the Arrangement as capital property.

Generally, the Common Shares and the PrairieSky Shares will constitute capital property to a shareholder unless they are held in the course of carrying on a business of buying and selling securities or as part of an adventure or concern in the nature of trade. Certain Resident Shareholders (as defined below) may be entitled to make or may have already made the irrevocable election permitted by subsection 39(4) of the Tax Act, the effect of which may be to deem to be capital property any Common Shares and PrairieSky Shares (and all other "Canadian securities", as defined in the Tax Act) owned by such Resident Shareholder in the taxation year in which the election is made and in all subsequent taxation years. Shareholders who do not hold their Common Shares, and will not hold PrairieSky Shares received under the Arrangement, as capital property should consult their own tax advisors regarding the effect of the Return of Capital and holding PrairieSky Shares in their particular circumstances.

This summary is not applicable to a Shareholder (i) that is a financial institution for purposes of the mark-to-market provisions of the Tax Act, (ii) an interest in which would be a "tax shelter investment" (as defined in the Tax Act), or (iii) who has entered into a "derivative forward agreement" (as defined in the Tax Act) in respect of their Common Shares. Any such Participating Shareholders should consult their own tax advisors with respect to the Canadian federal income tax considerations of the Return of Capital that are applicable to such Shareholders. In addition, this summary does not address the tax consequences applicable to the receipt of the PrairieSky Shares and cash, if any, acquired pursuant to the Arrangement in respect of any Common Shares a Shareholder has acquired, or may become entitled to acquire, under any employee savings plan, share plan, option plan, pension plan, benefit plan, or similar plan.

This summary is based on the current provisions of the Tax Act and an understanding of the current administrative practices and assessing policies of the Canada Revenue Agency (the "CRA") published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted in their present form, if at all, or that changes to the CRA's administrative policies will not modify or change the statements...


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