Spartan Energy Corp. Notice of Annual General …

1 Spartan Energy of Annual General meeting of Shareholdersto be held on June 20, 2014andManagement Information CircularMay 23, 2014 Spartan Energy OF Annual General MEETINGOF THE HOLDERS OF COMMON SHARESTO BE HELD ON JUNE 20, 2014 Notice IS HEREBY GIVEN that the Annual General meeting (the meeting ) of the holders (the shareholders ) of common shares (the Common Shares ) in the capital of Spartan Energy Corp. (the Corporation ) will be held in the Shrum Liddle Hebenton Boardroom of McCarthy T trault LLP, Suite4000, 421- 7thAvenue , Calgary, Alberta, on June 20, 2014 at 2:00 (Calgary time), for thefollowing the financial statements for the fiscal year ended December 31, 2013 and the report of theauditors thereon; the number of directors to be elected at six; directors for the ensuing year; the auditors of the Corporation to hold office until the next Annual meeting of theShareholders and authorize the directors to fix their remuneration.

2 Such other business as may properly come before the meeting or any shareholders of record at the close of business on May 15, 2014 (the Record Date ) are entitled tonotice of and to attend the meeting or any adjournment or adjournments thereof and to vote thereat, unless,after the Record Date, a holder of record transfers his or her Common Shares and the transferee, uponproducing properly endorsed share certificates or otherwise establishing that he or she owns such CommonShares, requests, not later than 10 days before the meeting , that the transferee s name be included in thelist of shareholders entitled to vote such Common Shares, in which case such transferee shall be entitled tovote such Common Shares, as the case may be.

3 At the may vote in person at the meeting or any adjournment or adjournments thereof, or they mayappoint another person (who need not be a Shareholder) as their proxy to attend and vote in their unable to be present at the meeting are requested to date and sign the enclosed formof proxy and return it to the Corporation s agent, Alliance Trust Company, 1010, 407 - , Calgary, Alberta T2P 2Y3, in the enclosed envelope provided for that purpose. In order to bevalid, proxies must be received by 4:00 on or prior to the second last business day precedingthe day of the meeting or any adjournment thereof or deposited with the Chairman of the Meetingon the day of the meeting prior to the commencement of the management information circular relating to the business to be conducted at the meeting accompaniesthis , AlbertaMay 23, 2014BY ORDER OF THE BOARD OF DIRECTORS(signed) Richard F.

4 McHardy Richard F. McHardyDirector, President and Chief Executive OfficerTABLE OF CONTENTSPURPOSE OF 1 RECORD 1 PROXY INFORMATION .. 1 Solicitation of 1 Completion of 2 Appointment and Revocation of Proxies .. 2 Exercise of Discretion by 2 Advice to Beneficial Holders of Securities .. 3 INFORMATION CONCERNING THE CORPORATION .. 4 VOTING OF COMMON SHARES AND PRINCIPAL HOLDERS THEREOF .. 4 MATTERS TO BE ACTED 5 FIXING NUMBER OF 5 ELECTION OF DIRECTORS .. 8 Corporate Cease Trade Orders or Bankruptcies .. 9 Personal Bankruptcies .. 10 Penalties and Sanctions .. 10 APPOINTMENT OF 10 OTHER MATTERS COMING BEFORE THE meeting .

5 10 EXECUTIVE 10 Summary .. 10 Compensation Discussion and 12 Base 12 Stock Option Plan .. 12 Description of the Stock Option 13 Compensation Governance .. 15 Risk Oversight .. 15 Hedging and Offsetting .. 16 Outstanding Option-Based and Share-Based 16 Incentive Plan Awards - Value Vested or Earned During the Year .. 17 Pension Plan 17 Management Agreements, Consulting Contracts, Termination and Change of Control Payments .. 18 Summary of Directors 18 Outstanding Option-Based and Share-Based 19 Incentive Plan Awards - Value Vested or Earned During the Year .. 20 Directors and Officers Liability Insurance.

6 20 EQUITY COMPENSATION PLAN 20 INDEBTEDNESS OF DIRECTORS AND OFFICERS .. 21 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .. 21 INTERESTS OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON .. 21iiCORPORATE GOVERNANCE 21 Corporate Governance Committee .. 22 Independence of Members of Board .. 22 Board Oversight and 22 Participation of Directors in Other Reporting 22 Board Mandate .. 23 Position Descriptions .. 23 Orientation and Continuing 24 Ethical Business Conduct .. 24 Nomination of Directors .. 25 Compensation 25 Audit Committee .. 26 Reserves and Environment 26 Assessments.

7 26 AUDIT 27 ADDITIONAL INFORMATION .. 27 SCHEDULE "A" BOARD MANDATE .. 1 Spartan Energy 500, 850 2ndStreet , Alberta T2P 0R8 MANAGEMENT INFORMATION CIRCULARFOR THE Annual General meeting OF THE HOLDERS OF COMMON SHARESOF Spartan Energy CORP. TO BE HELD ON JUNE 20, 2014 Dated: May 23, 2014 PURPOSE OF SOLICITATIONThis management information circular (the Information Circular ) is furnished in connection withthe solicitation of proxies by or on behalf of the management of Spartan Energy Corp. (the Corporation ) for use at the Annual General meeting of the holders (the shareholders ) of thecommon shares (the Common Shares ) in the capital of the Corporation to be held in the ShrumLiddle Hebenton Boardroom of McCarthy T trault LLP, Suite 4000, 421- 7thAvenue , Calgary,Alberta, on June 20, 2014 at 2.

8 00 (Calgary time), and any adjournment or adjournments thereof(the meeting ) for the purposes set forth in the Notice of Annual General meeting (the Notice ofMeeting ) accompanying this Information DATEThe shareholders of record on May 15, 2014 (the Record Date ) are entitled to Notice of, and to attendand vote at, the meeting except to the extent person transfers his or her Common Shares after the Record Date; transferee of those Common Shares produces properly endorsed share certificates or otherwiseestablishes his or her ownership to the Common Shares and makes a demand to the registrar andtransfer agent of the Corporation, not later than 10 days before the meeting , that his or her name beincluded on the shareholders list for the registered Shareholder of the Corporation at the close of business on the Record Date who eitherpersonally attends the meeting or who completes and delivers a proxy will be entitled to vote or have his orher Common Shares voted at the meeting .

9 However, a person appointed under a form of proxy will beentitled to vote the Common Shares represented by that form only if it is effectively delivered in the mannerset out under the heading Completion of Proxies .PROXY INFORMATIONS olicitation of ProxiesThe solicitation of proxies is made on behalf of the management of the costsincurred in the preparation of the enclosed form of proxy (the Form of Proxy ), Notice of meeting and thisInformation Circular and costs incurred in the solicitation of proxies will be borne by the of proxies will be primarily by mail, but may also be in person, by telephone or by electronicmeans.

10 All currency amounts expressed herein, unless otherwise indicated, are expressed in 2 -Completion of ProxiesThe Form of Proxy affords shareholders or intermediaries an opportunity to specify that the CommonShares registered in their name shall be voted for or against or withheld from voting in respect of certainmatters as specified in the accompanying Notice of persons named in the enclosed Form of Proxy are the President and Chief Executive Officer and theVice President, Finance and Chief Financial Officer, respectively, of the REGISTERED SHAREHOLDER OR AN INTERMEDIARY HOLDING COMMON SHARES ON BEHALFOF AN UNREGISTERED SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON, WHO NEEDNOT BE A SHAREHOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT THE meeting , IN THEPLACE OF THE PERSONS DESIGNATED IN THE FORM OF PROXY FURNISHED BY THECORPORATION.