戴文能源美股招股说明书(2026-03-30版)

On behalf of the boards of directors of Devon Energy Corporation (“Devon”) and Coterra Energy Inc.(“Coterra”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to themerger of Devon and Coterra. We are requesting that you take certain actions as a Devon or Coterrastockholder. On February1, 2026, Devon, Cubs Merger Sub, Inc., a Delaware corporation and wholly-owned, directsubsidiary of Devon (“Merger Sub”), and Coterra entered into an Agreement and Plan of Merger (asamended from time to time, the “Merger Agreement”), providing for the merger of Merger Sub with and intoCoterra, with Coterra surviving the merger (the “merger”) as a wholly-owned, direct subsidiary of Devon.In the merger, Coterra stockholders will be entitled to receive, in exchange for each share of Coterracommon stock, par value $0.10 per share (“Coterra Common Stock”), owned by them immediately prior tosuch merger, 0.70 shares of Devon common stock, par value $0.10 per share (“Devon Common Stock”), withcash paid in lieu of the issuance of any fractional shares, which we refer to collectively as the mergerconsideration. Devon and Coterra will each hold special meetings of their respective stockholders in connection withthe merger (respectively, the “Devon Special Meeting” and “Coterra Special Meeting”). At the Devon Special Meeting, holders of Devon Common Stock (the “Devon stockholders”) will beasked to vote on proposals to (i)approve the issuance of shares of Devon Common Stock to the holders ofCoterra Common Stock (the “Coterra stockholders”) in connection with the merger pursuant to the terms ofthe Merger Agreement (the “Stock Issuance Proposal”), (ii)approve an amendment of Devon’s restatedcertificate of incorporation to increase the number of authorized shares of Devon Common Stock from1,000,000,000 to 2,000,000,000, in the form attached to the accompanying joint proxy statement/prospectusas Annex D (the “Authorized Share Charter Amendment Proposal” and, together with the Stock IssuanceProposal, the “Devon Merger Proposals”) and (iii)approve the adjournment of the Devon Special Meetingto solicit additional proxies if there are not sufficient votes cast at the Devon Special Meeting to approve theDevon Merger Proposals (the “Devon Adjournment Proposal”). Approval of the Stock Issuance Proposalrequires the affirmative vote of a majority of the shares of Devon Common Stock entitled to vote thereonand present in person or represented by proxy at the Devon Special Meeting. Approval of the AuthorizedShare Charter Amendment Proposal requires the affirmative vote of holders of a majority of the outstandingshares of Devon Common Stock entitled to vote on the proposal. Approval of the Devon AdjournmentProposal requires the affirmative vote of a majority of the shares of Devon Common Stock entitled to votethereon and present in person or represented by proxy at the Devon Special Meeting. Under the amendedand restated bylaws of Devon (the “Devon Bylaws”), virtual attendance at the special meeting constitutespresence in person for purposes of the vote required. The Devon Special Meeting will be held virtually at www.virtualshareholdermeeting.com/DVN2026SM, onMay 4, 2026, at 10:00 a.m., Central Time. Devon’s board of directors (the “Devon Board”) unanimouslyrecommends that Devon stockholders vote “FOR” the Stock Issuance Proposal, “FOR” the Authorized ShareCharter Amendment Proposal and “FOR” the Devon Adjournment Proposal. At the Coterra Special Meeting, Coterra stockholders will be asked to vote on proposals to (i)adoptand approve the Merger Agreement, the merger and the other transactions contemplated by the MergerAgreement (the “Coterra Merger Proposal”), (ii)approve, on a non-binding advisory basis, thecompensation that may be paid or become payable to Coterra’s named executive officers that is based on orotherwise relates to the merger (the “Advisory Compensation Proposal”) and (iii)approve the adjournmentof the Coterra Special Meeting to solicit additional proxies if there are not sufficient votes cast at theCoterra Special Meeting to approve the Coterra Merger Proposal (the “Coterra Adjournment Proposal”).Approval of the Coterra Merger Proposal requires the affirmative vote of the holders of a majority of theoutstanding shares of Coterra Common Stock entitled to vote on the proposal. Approval of the CoterraAdjournment Proposal and, assuming a quorum is present, the Advisory Compensation Proposal requires theaffirmative vote of the holders of a majority of the shares of Coterra Common Stock entitled to vote thereonand present in person or represented by proxy at the Coterra Special Meeting. The Coterra Special Meeting will be held virtually at https://web.viewproxy.com/CoterraEnergy/2026, onMay 4, 2026, at 10:00 a.m., Central Time. The board of directors of Coterra (the “Coterra Board”) unanimouslyrecommends that Coterra stockholders vote “FOR” the Coterra Merger Proposal, “FOR” the AdvisoryCompensation