Conversion to Corporation

Effective December 31, 2010, Pengrowth Energy Trust was converted to a corporation named Pengrowth Energy Corporation on a one for one basis. The conversion was deemed to be a tax-deferred transaction. If a disposition of shares of the corporation involved units purchased as the predecessor income trust, then Canada Revenue Agency will require an ACB calculation if a portion of the distribution received from the trust was deemed to have been return of capital.