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Part F

Stakeholder Consultation

PENGROWTH ENERGY CORPORATION Lindbergh SAGD Expansion Project

Part F: Stakeholder Consultation

December 2013 Page F-i

TABLE OF CONTENTS

Page F. STAKEHOLDER CONSULTATION .............................................................................. F-1

F.1 INTRODUCTION ......................................................................................................... F-1 F.2 PROGRAM HISTORY AND OBJECTIVES ............................................................... F-2 F.3 STAKEHOLDER CONSULTATION STRATEGY .................................................... F-2 F.4 IDENTIFICATION OF STAKEHOLDERS AND COMMUNITIES .......................... F-3 F.5 REGULATORY REQUIREMENTS ............................................................................ F-5 F.6 LOCAL AND REGIONAL CONSULTATION ........................................................... F-5

F.6.1 Community Stakeholders ..................................................................................... F-6 F.6.2 Industry Stakeholders........................................................................................... F-6 F.6.3 Community Associations ..................................................................................... F-6 F.6.4 Socio-Economic Impact Assessment ................................................................... F-6

F.7 ABORIGINAL CONSULTATION .............................................................................. F-7 F.7.1 First Nations ......................................................................................................... F-7 F.7.2 Metis Communities ............................................................................................ F-10 F.7.3 Traditional Land Use Study ............................................................................... F-10 F.7.4 Trappers ............................................................................................................. F-11

List of Tables

Page Table F.4.0-1 List of Stakeholders ............................................................................................. F-3 Table F.7.1-1 Formal Meetings Relevant to Consultation ......................................................... F-8

PENGROWTH ENERGY CORPORATION Lindbergh SAGD Expansion Project

Part F: Stakeholder Consultation

December 2013 Page F-1

F. STAKEHOLDER CONSULTATION

F.1 INTRODUCTION Pengrowth Energy Corporation (Pengrowth) has a stakeholder relations philosophy that is consistent throughout operations in Alberta. Pengrowth ensures that all stakeholders adjacent to their operations are fully informed with regards all aspects of their operations from exploration to development to production and reclamation. As a company, Pengrowth works hard to be a good neighbour, a responsible partner and a valued member of every community where operations occur. Pengrowth has an excellent operating and safety record and is strongly committed to protecting the health and safety of team members and the public, preserving the quality of the environment and supporting valued community groups and initiatives.

Pengrowth’s goal is to work with its neighbours and partners to ensure that corporate activities foster strong communities. In order to ensure there is dialogue that allows the identified communities to be fully engaged, Pengrowth plans a series of meetings, presentations and open houses as appropriate to listen and record ideas, issues and concerns that individuals and groups may have.

Beginning in 2004 when Pengrowth purchased the assets of Murphy Oil in the Lindbergh area, Pengrowth established a list of possible interested parties based on the information received with the purchase. Additionally Pengrowth researched the communities closest to the Lindbergh site to develop a list of all parties, organizations, agencies and communities who may have an interest in the future exploration, development and production plans. The Government of Alberta was also asked for an official list of possible stakeholders based on regulatory requirements.

The list of identified stakeholders included:

• Town of Elk Point; • Town of Bonnyville; • MD of Bonnyville No. 87; • County of St Paul No. 19; • Métis Nation of Alberta – Region 2; • Grazing Lease Holders (GRL); • Other Industry Players including Alberta Infrastructure; • Trappers; • Freehold Land Owners; • Residents; and • Government Regulatory Authorities including:

• Alberta Energy Regulator (AER); • Alberta Utilities Commission (AUC); and

PENGROWTH ENERGY CORPORATION Lindbergh SAGD Expansion Project

Part F: Stakeholder Consultation

December 2013 Page F-2

• Alberta Environment and Sustainable Resource Development (ESRD). • First Nation Communities:

• Kehewin Cree Nation; • Frog Lake First Nation; • Onion Lake Cree Nation; and • Saddle Lake First Nation.

• Metis groups.

F.2 PROGRAM HISTORY AND OBJECTIVES Pengrowth Energy Corporation (Pengrowth) has placed significant emphasis on developing its resources in the Lindbergh area of Alberta in a manner that respects the views of the local and Aboriginal residents of communities adjacent to its operations. At the same time Pengrowth strives to develop these resources using the best available technology and processes that meets it objectives to minimize and reduce its impact on the environment and the land. In order to accomplish these objectives Pengrowth has developed enduring relationships with all its neighbours adjacent to its Lindbergh SAGD Project (Phase 1, currently under construction) and the proposed Lindbergh SAGD Expansion Project (Phase 2).

Starting in 2010 Pengrowth followed a strategy that ensured that dialogue in all communities adjacent to the Lindbergh project was open, two way and meaningful. This strategy provided information that was understandable and presented in the fashion that, in many cases, was dictated by the community involved. These discussions took the shape of informal talks over coffee, formal community meetings and presentations with leadership or organizations, open houses and tours of the Project site. One important aspect of all these discussions is that Pengrowth listened to what was being said and incorporated volunteered suggestions and ideas as appropriate.

When the Lindbergh SAGD Expansion Project was initiated, Pengrowth reviewed its strategy and its list of communities adjacent to the Project and updated the information applicable to these communities.

Pengrowth believes that all stakeholders adjacent to their operations should be consulted, informed or notified of the company’s plans, intentions and activities. The extent of these efforts is driven by the measured impacts that the company’s activities will have on the adjacent community.

F.3 STAKEHOLDER CONSULTATION STRATEGY Pengrowth Energy Corporation believes that all stakeholders adjacent to their operations should be consulted, informed or notified of the company’s plans, intentions and activities. The extent of these efforts is driven by the measured impacts that the company’s activities will have on the adjacent community.

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Part F: Stakeholder Consultation

December 2013 Page F-3

Pengrowth started developing its relationship with impacted communities adjacent to its SAGD operation in 2010 prior to planning and building the Lindbergh SAGD Pilot Plant, 24 km southeast of Bonnyville, Alberta.

Pengrowth used the following approach to develop and implement their consultation strategy for development of their Lindbergh lease:

• identification of adjacent communities through discussions with the Government of Alberta and with local and Aboriginal communities close to the Lindbergh site;

• development of a list of potentially impacted communities, individuals, groups, agencies and companies based on the information received;

• development of a strategy that met the following criteria: • Pengrowth would develop long term, transparent relationships that began with the

Pilot Project and would last through to reclamation; • relationships would provide a vehicle for two way communication from which

Pengrowth could listen to, document and incorporate the information gleaned, as appropriate, to its plans and operations;

• ensure that the relationship developed did not only involve matters on a business perspective but on a personal basis were appropriate (put some faces to the names); and

• use the method acceptable with the identified community for consultation, information or notification.

F.4 IDENTIFICATION OF STAKEHOLDERS AND COMMUNITIES

Table F.4.0-1 provides a list of Stakeholders and Communities identified for the Consultation Program.

Table F.4.0-1 List of Stakeholders

Community and Stakeholder Group Community and Stakeholder Member Local/Regional Government • Town of Elk Point

• Town of Bonnyville • Town of St. Paul • City of Lloydminster • County of St. Paul No. 19 • Municipal District of Bonnyville No. 87

Aboriginal • Kehewin Cree Nation • Frog Lake First Nation • Onion Lake Cree Nation • Saddle Lake First Nation • Whitefish Lake First Nation #128 • Cold Lake First Nation • Metis Nation of Alberta Region 2

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Part F: Stakeholder Consultation

December 2013 Page F-4

Table F.4.0-1 List of Stakeholders

Community and Stakeholder Group Community and Stakeholder Member Trappers • TPA #40

• TPA #384 • TPA #396 • TPA #416 • TPA #424

Provincial Government • Alberta Environment and Sustainable Resource Development

• Alberta Energy Regulator • Alberta Utilities Commission • Alberta Transportation • Alberta Municipal Affairs • Alberta Culture • Alberta Health • Alberta Enterprise and Advanced Education

Federal Government • Canadian Environmental Assessment Agency Industry • AltaGas Ltd.

• AltaGas Utilities Inc. • ATCO Electric Ltd. • Bonavista Energy Corporation • Canadian Natural Resources Limited • Cold Lake Pipeline Ltd. • Enbridge Pipelines (Athabasca) Inc. • Husky Oil Operations Limited • Murphy Oil Company Ltd. • The Canadian Salt Company Limited • Windfall Resources Ltd.

Associations • Lakeland Industry and Community Association (LICA) Landowner Consultation • Various Freehold Land owners within the land use LSA Grazing Lease Holders • GRL37886

• GRL37925 • GRL36770 • GRL36782 • GRL35922 • GRL39272 • GRL39439 • GRL820305 • GRL080006 • GRL39289 • GRL38858 • GRL37925 • GRL36989 • GRL090033 • GRL16672 • GRL970058 • GRL950007

PENGROWTH ENERGY CORPORATION Lindbergh SAGD Expansion Project

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Table F.4.0-1 List of Stakeholders

Community and Stakeholder Group Community and Stakeholder Member • GRL36047

Community • Muriel Lake Basin Management Society

F.5 REGULATORY REQUIREMENTS Pengrowth’s Engagement and Consultation Program was designed to adhere to regulatory requirements and expectations for meaningful consultation between project proponents and the communities and stakeholders affected. Specifically, the Program has taken into account the Alberta Energy Regulator (AER), Directive 023: Guidelines Respecting an Application for a Commercial Crude Bitumen Recovery and Upgrading Project and Directive 056: Energy Development Applications and Schedules. The Program also addresses the requirements of Alberta Environment and Sustainable Resource Development (ESRD) as outlined in Part III of Alberta’s First Nations Consultation Guidelines on Land Management and Resource Development. Pengrowth’s First Nation Consultation Plan was approved by ESRD on September 23, 2013 (Appendix 9).

Stakeholder Relations staff from Pengrowth met with community representatives whenever possible to distribute information regarding the Project and in addition to these visits Pengrowth made sure that prudent information was available to the Public by providing it in person, posting it on the website (www.pengrowth.com) and providing copies to those who made requests for it.

Public Notice for the proposed terms of reference (pTOR) was advertised in the following newspapers:

• Bonnyville Nouvelle; • St. Paul Journal; • Elk Point Review; • Cold Lake Sun; • Edmonton Journal; • Calgary Herald; and • Windspeaker.

F.6 LOCAL AND REGIONAL CONSULTATION In 2010 when Pengrowth was planning the Lindbergh SAGD Pilot Project it recruited the staff anticipated to ensure the delivery of the appropriate consultation strategy then and for the foreseeable future. This team became very familiar with the local and regional stakeholders involved during the EPEA application processes for the Pilot and Phase 1 Projects. This team then developed and implemented the consultation program for the Phase 2 Expansion Project.

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As part of the Project, Pengrowth will be hosting public consultation meetings within the communities of Bonnyville, Elk Point and St. Paul. These meetings will be open to the public in order to provide an opportunity for residents and stakeholders in the area to be made aware of any potential impacts as a result of the Project.

F.6.1 COMMUNITY STAKEHOLDERS The lands affected are a mixture of both freehold titled land and crown land which is occupied by grazing leases. Each Grazing Lessor (GRL) has been engaged in preliminary discussions directed at agreeing on permission to do baseline environmental studies for the Project. The basic scope of the Project has been discussed with all GRL holders. Prior to the commencement of work on the Project, Pengrowth will conclude obtaining non-objection from all GRL holders, freehold landowners and residents involved.

F.6.2 INDUSTRY STAKEHOLDERS A detailed search has been made to determine potentially affected industry stakeholders with regard to Petroleum and Natural Gas Lease Holders, Natural Gas Lease Holders, Oil Sands Lease holders and Surface Dispositions holders. This has been presented in detail in Section D.13 of the Application. These affected stakeholders will be notified of the Project. Discussions are ongoing to identify and mitigate any effects that may arise from the construction and operation of the Project.

F.6.3 COMMUNITY ASSOCIATIONS Pengrowth is an associate member of Lakeland Industry & Community Association (LICA) and introduced the Phase 1 Project to its membership in August 2011. Pengrowth is consulting with them in regards to the Phase 2 Project and will continue to associate with LICA (or version of) for the life of the Project.

The Muriel Lake Basin Management Society was formed to study the dropping lake levels of Muriel Lake. Pengrowth is working with the society to further study and understanding of the issues.

F.6.4 SOCIO-ECONOMIC IMPACT ASSESSMENT The Socio-Economic Impact Assessment (SEIA) complements Pengrowth’s Stakeholder Consultation Program. The SEIA contains important additional information and insights for understanding and assessing issues and concerns regarding not only the Project but to resource development generally within the Cold Lake Oil Sands Area. The SEIA provided additional opportunities for understanding and incorporating comments from communities, stakeholders and Aboriginal peoples. The SEIA presented in CR #8 contains valuable information that will be used by Pengrowth in exploring strategies and partnerships with the adjacent communities, Aboriginal peoples and key stakeholders for the purpose of mitigating impacts and identifying and achieving mutually beneficial development.

PENGROWTH ENERGY CORPORATION Lindbergh SAGD Expansion Project

Part F: Stakeholder Consultation

December 2013 Page F-7

F.7 ABORIGINAL CONSULTATION In 2010 when Pengrowth was planning the Lindbergh SAGD Pilot Project it recruited the staff anticipated to ensure the delivery of the appropriate consultation strategy then and for the foreseeable future. This team became very familiar with the communities and persons involved during the EPEA application processes for the Pilot and Phase 1 Projects. This team then developed and implemented the consultation program for the Phase 2 Project. This began with an informal meeting with most of the stakeholders giving them a ‘heads up’ on what would be occurring in 2013 and 2014. During these informal meetings Pengrowth asked the community representatives for input into its consultation plan.

In October of 2013 Pengrowth hand delivered the proposed Terms of Reference (TOR) to many of the identified stakeholders informing them of the timelines addressed in the TOR.

The following schedule was established for the most impacted communities:

• meeting in the community during which Pengrowth explained their plans for the Phase 2 Project and listened to the community’s ideas, thoughts and issues on the Project and a path forward. Maps of the area were discussed along with a clear easily understood power point presentation. This included a detailed explanation of the water recycle to be used on the Project;

• plain language document describing the Lindbergh SAGD Expansion Project was distributed;

• a tour of the Lindbergh site that included: • a tour of the existing Pilot Project plant site; • a tour of the Phase 1 construction site; • a presentation on the Lindbergh SAGD Expansion Project which provided the

required details of the proposed expansion; • a discussion on TLU and TEK with First Nation and Metis Elders as appropriate; and • a discussion on identification of issues and possible solutions.

• the completion of a Traditional Land Use assessment; • telephone calls and informal meetings to ensure the process was moving forward was a

very important aspect of these discussions. Community members were encouraged to call and discuss all aspects of Pengrowth’s involvement in the Lindbergh area; and

• follow up meetings in the community to review the Project and collected information.

F.7.1 FIRST NATIONS In 2010 Pengrowth submitted the application for the Lindbergh SAGD Pilot Project. Prior to this application Pengrowth had identified and met with the First Nation communities of Kehewin (KCN), Saddle Lake (SLCN), Onion Lake (OLFN) and Frog Lake (FLFN). In 2011 and 2012 Pengrowth planned, consulted on and submitted the Application for the Phase 1 SAGD Project that was to be built on the same lease. During this period Pengrowth met with Kehewin, Saddle Lake, Onion Lake, Frog Lake and Whitefish Lake First Nations as part of the required

PENGROWTH ENERGY CORPORATION Lindbergh SAGD Expansion Project

Part F: Stakeholder Consultation

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consultation as directed by Alberta Environment and Sustainable Resource Development (ESRD). Meetings were held with Chief and Councils, and their staff and the SAGD process was explained in detail at all of these meetings. Agreements addressing consultation, business opportunities, training, employment and community contributions were discussed and signed with each one of the impacted communities during this time period. Members of each community were invited to the site and given tours of the historical Murphy operations, the new Pilot Plant SAGD facilities and the location of the Phase 1 facilities. Elders and technicians from each of the five communities were given the opportunity to walk the lease where there would be construction disturbance in the future. When Pengrowth issued its Project Description to ESRD in August 2013, Cold Lake Fish Nation was added to the list of impacted communities and they were included in the consultation program implemented by Pengrowth.

In consultation with First Nations, Pengrowth adhered to the following principles:

• recognize that each First Nation has its own manner of doing business and thereforePengrowth will develop a process designed for each community specifically;

• consultation and the resultant programs and policies will be based on a long term,mutually beneficial relationship that will be encouraged until closure of the SAGDoperation;

• consultation was completed in a timely manner that recognized the busy schedules of allthe First Nation communities, their members and advisors;

• records of meetings, open houses and informal discussions were compiled as requiredand information that was appropriate was incorporated in the technical and regulatoryplans;

• TLU information that was gathered during consultation that is proprietary will be treatedas such. TLU information gathered and used by Pengrowth was done so with thepermission of the appropriate community; and

• consultation with the Aboriginal communities complied with all Consultation Guidelinesas outlined by the Province of Alberta.

F.7.1.1 Formal Consultation Meetings The formal meetings relevant to the consultation on the Phase 2 SAGD Expansion Project to date are listed Table F.7.1-1.

Table F.7.1-1 Formal Meetings Relevant to Consultation

Date Location Community Topic

June 11, 2013 Pengrowth SAGD site

Representatives from FLFN, KCN, SLCN, WFLFN

Pengrowth proposed expansion plans and required TLU study

August 6, 2013 Pengrowth SAGD site

OLCN, KCN, SLCN representatives initiate Traditional Land Use Study

17500 expansion area explained and TLU study plan established

PENGROWTH ENERGY CORPORATION Lindbergh SAGD Expansion Project

Part F: Stakeholder Consultation

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Table F.7.1-1 Formal Meetings Relevant to Consultation

Date Location Community Topic August and September

Pengrowth SAGD site

OLCN, KCN, SLCN representatives

13 days spent completing study on site

August 22, 2013 Frog Lake FN FLFN Staff Discussed Pengrowth SAGD project and consultation process

September 19, 2013 Pengrowth Calgary Office KCN Councillors and staff

Presentation on all aspects of 17,500 expansion and consultation process.

September 20, 2013 Onion Lake First Nation Band Office OLCN Councillors

Presentation and discussion on Pengrowth 17,500 bpd expansion project

October 2, 2013 Tour of SAGD site SLCN representatives Tour of existing facilities at SAGD site and discussions on 17500 expansion project

October 7, 2013 SLFN Band Office SLCN Chief, Councillors and staff

Discussed all aspects of SAGD expansion project and SLCN issues and ideas

October 8, 2013 Pengrowth Calgary Office

Whitefish Lake #128 Councillors

Presentation on 17500 expansion project and discussion on all issues and concerns

October 17, 2013 Pengrowth SAGD site

Whitefish Lake #128 Councillors

Tour of SAGD site and discussion on all topics

October 18, 2013 Pengrowth SAGD site FLFN representatives

Presentation on 17500 bpd expansion and OSE program. Tour of pilot plant and 12500 construction area

October 31, 2013 Elk Pointe Restaurant

Representatives from OLCN, KCN, SLCN, FLFN

Reviewed all information collected during the 13 days of site visits and discussions on TLU.

November 5, 2013 Cold Lake FN Band Office Cold Lake FN representatives Discussion on Pengrowth and

CLFN consultation process.

November 19, 2013 CLFN Band Office CLFN Councillors and staff

Pengrowth gave presentation on SAGD project at Lindbergh and 17500 bpd SAGD expansion project

December 4, 2013 Elk Pointe Restaurant

Representatives from OLCN, KCN, SLCN

Validated TLU information presented by Ms. Baker.

PENGROWTH ENERGY CORPORATION Lindbergh SAGD Expansion Project

Part F: Stakeholder Consultation

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F.7.1.2 Summary of Issues Raised by First Nations and Pengrowth Responses Throughout the consultation program Pengrowth recorded and implemented concerns and ideas put forward in community programs. The topics that were addressed include:

• Water Usage – All First Nations communities had questions and concerns with water usage at the SAGD project. Water is a very important aspect of life in the communities and there is concern about how much is used and how Pengrowth addresses these concerns. Pengrowth explained the reuse of water and the reclamation of all water used in the process. Detailed explanations were given on the evaporation towers that will reclaim 94% of the water produced for reuse in the SAGD process.

• Waste Disposal – Communities are concerned about how the waste from the SAGD process which contains heavy metals and other undesirable chemicals will be disposed. Pengrowth explained that all of these are collected and hauled away to a government certified facility.

• First Nation Historic Sites – During the site visits and Traditional Use Study sites that have been used for centuries were identified by the First Nation Elders and others. These areas included grave sites, old camp sites, springs and hunting areas. The communities asked Pengrowth to ensure that present and future operations would not disturb these areas. Pengrowth agreed that any of the areas that have been identified in the EIA process will be avoided and protected.

• Business opportunities for First Nation owned businesses adjacent to the SAGD operation – There is a general feeling in the communities that there has not been enough local employment and contracting to First Nation individuals and companies. Communities benefit big time if members are gainfully employed directly or indirectly because of oil industry facilities in the neighbourhood. Communities asked how Pengrowth would ensure that they were involved. Pengrowth outlined that they would use First Nation companies from local communities whenever they could.

F.7.2 METIS COMMUNITIES Pengrowth met with the Metis Nation Region 2 representatives in 2011 and 2012 to discuss and inform the leadership and members about the Pilot and Phase 1 Projects. During this consultation Pengrowth met with the Metis Nation of Alberta (MNA) and took leadership on a tour of the SAGD site.

On November 18, 2013 Pengrowth met with the MNA Region 2 Vice President to introduce the Project. It was decided that a meeting will be held early in 2014 to further discuss the Project.

F.7.3 TRADITIONAL LAND USE STUDY A Traditional Land Use Assessment (TLU) prepared on the behalf of Onion Lake Cree Nation, Kehewin Cree Nation and Saddle Lake Cree Nation is provided in Appendix 10 of the Application. The report outlines Pengrowth’s regulatory duties to consult with First Nations, the methods used for the TLU assessment, the results of the assessment, conclusions and concerns, and recommendations. Pengrowth is working with the other First Nations identified in the First

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Nations Consultation Plan (Whitefish Lake #128, Cold Lake First Nation and Frog Lake First Nation), to conduct TLUs, and it is anticipated that these will be completed in early 2014.

F.7.4 TRAPPERS The trappers in the vicinity of the Lindbergh SAGD Project have been involved with the consultation program since 2010. TPA 416 is the line most impacted by the Pengrowth activity. This trapper has toured the site many times and all aspects of the Project have been explained to him and his family. He was involved in the Traditional Land Use study completed for the EIA.

The holder of TPA 396 recently assigned the trapping rights to another individual (November 2013) who has been consulted on all aspects of the Project.