Pengrowth Adopts Advance Notice By-Law

Pengrowth Adopts Advance Notice By-Law 
CALGARY, ALBERTA -- (Marketwired) -- 04/15/13 -- Pengrowth Energy
Corporation (TSX:PGF) (NYSE:PGH) announced that its board of
directors today approved the adoption of an advance notice by-law
(By-law). Among other things, the By-law fixes a deadline by which
shareholders must submit a notice of director nominations to the
Corporation prior to any annual or special meeting of shareholders
where directors are to be elected and sets forth the information that
a shareholder must include in the notice for it to be valid.  
Specifically, the By-law requires advance notice to the Corporation
in circumstances where nominations of persons for election as a
director of the Corporation are made by shareholders other than
pursuant to: (i) a requisition of a meeting made pursuant to the
provisions of the Business Corporations Act (Alberta) (the Act); or
(ii) shareholder proposal made pursuant to the provisions of the Act. 
In the case of an annual meeting of shareholders, notice to the
Corporation must be made not less than 30 nor more than 65 days prior
to the date of the annual meeting. In the event that the annual
meeting is to be held on a date that is less than 50 days after the
date on which the first public announcement of the date of the annual
meeting was made, notice may be made not later than the close of
business on the 10th day following such public announcement.  
In the case of a special meeting of shareholders (which is not also
an annual meeting), notice to the Corporation must be made not later
than the close of business on the 15th day following the day on which
the first public announcement of the date of the special meeting was
The By-law is effective immediately. At the next meeting of
shareholders of the Corporation, shareholders will be asked to
confirm and ratify the By-law. 
About Pengrowth:  
Pengrowth Energy Corporation is a dividend-paying, intermediate
Canadian producer of oil and natural gas, headquartered in Calgary,
Alberta. Pengrowth's assets include the Swan Hills light oil, Cardium
light oil and Lindbergh thermal bitumen projects. Pengrowth's shares
trade on both the Toronto Stock Exchange under the symbol "PGF" and
on the New York Stock Exchange under the symbol "PGH". 
Derek Evans, President and Chief Executive Officer 
All amounts are stated in Canadian dollars unless otherwise
Caution Regarding Forward Looking Information:  
This press release contains forward-looking statements within the
meaning of securities laws, including the "safe harbour" provisions
of the Canadian securities legislation and the United States Private
Securities Litigation Reform Act of 1995. Forward-looking information
is often, but not always, identified by the use of words such as
"anticipate", "believe", "expect", "plan", "intend", "forecast",
"target", "project", "guidance", "may", "will", "should", "could",
"estimate", "predict" or similar words suggesting future outcomes or
language suggesting an outlook. Forward-looking statements in this
press release include, but are not limited to, statements with
respect to use of sale proceeds, future asset divestitures, future
capital expenditures and dividends. Statements relating to "reserves"
are deemed to be forward-looking statements, as they involve the
implied assessment, based on certain estimates and assumptions that
the reserves described exist in the quantities predicted or estimated
and can profitably be produced in the future. 
Forward-looking statements and information are based on current
beliefs as well as assumptions made by and information currently
available to Pengrowth concerning anticipated financial performance,
business prospects, strategies and regulatory developments. Although
management considers these assumptions to be reasonable based on
information currently available to it, they may prove to be
By their very nature, forward-looking statements involve inherent
risks and uncertainties, both general and specific, and risks that
predictions, forecasts, projections and other forward-looking
statements will not be achieved. We caution readers not to place
undue reliance on these statements as a number of important factors
could cause the actual results to differ materially from the beliefs,
plans, objectives, expectations and anticipations, estimates and
intentions expressed in such forward-looking statements. These
factors include, but are not limited to: changes in general economic,
market and business conditions; the volatility of oil and gas prices;
fluctuations in production and development costs and capital
expenditures; the imprecision of reserve estimates and estimates of
recoverable quantities of oil, natural gas and liquids; Pengrowth's
ability to replace and expand oil and gas reserves; geological,
technical, drilling and processing problems and other difficulties in
producing reserves; environmental claims and liabilities; incorrect
assessments of value when making acquisitions; increases in debt
service charges; the loss of key personnel; the marketability of
production; defaults by third party operators; unforeseen title
defects; fluctuations in foreign currency and exchange rates;
fluctuations in interest rates; inadequate insurance coverage;
compliance with environmental laws and regulations; actions by
governmental or regulatory agencies, including changes in tax laws;
the failure to qualify as a mutual fund trust; Pengrowth's ability to
access external sources of debt and equity capital; the impact of
foreign and domestic government programs and the occurrence of
unexpected events involved in the operation and development of oil
and gas properties. Further information regarding these factors may
be found under the heading "Business Risks" in our most recent
management's discussion and analysis and under "Risk Factors" in our
Annual Information Form dated February 28, 2013.  
The foregoing list of factors that may affect future results is not
exhaustive. When relying on our forward-looking statements to make
decisions, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.
Furthermore, the forward-looking statements contained in this press
release are made as of the date of this press release, and Pengrowth
does not undertake any obligation to update publicly or to revise any
of the included forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
applicable laws.  
The forward-looking statements contained in this press release are
expressly qualified by this cautionary statement.
Investor Relations
(403) 233-0224 Toll Free: 1-888-744-1111
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