Gibson Energy Inc. (TSX:GEI)
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29.90
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May 1, 2026, 4:00 PM EST
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AGM 2022

May 3, 2022

Jim Estey
Chairman of the Board, Gibson Energy

Welcome to the annual and special shareholder meeting for Gibson Energy. My name is Jim Estey, and I am Chairman of the Board. In accordance with the bylaws of the company, I will act as Chair of the meeting. I will now call the meeting to order. Due to the ongoing nature of COVID-19 pandemic, this meeting is being held virtually to ensure the utmost safety of our attendees. We are confident that in the not so distant future, we can welcome our shareholders and move forward too. We remain very proud of our company and people and the resilience that we have shown during these unprecedented times. We continue to focus on the safety of our employees, our commitment to our customers, and supporting the communities which we live and work in.

For that, I would like to extend a heartfelt thank you to our dedicated employees, management team, and my fellow board members for all of your accomplishments in 2021. In addition, I would like to thank our shareholders for their support of our company during these times. Now on to the formal portion of this meeting. First, we will deal with the formal business of the meeting, followed by a corporate presentation and remarks from our CEO, Steve Spaulding. Before we begin, I would like to welcome the other board members who are online with us today. Douglas Bloom, James Cleary, Judy Cotte, Heidi Dutton, John Festival, Marshall McRae, and Peggy Montana. As this is your first AGM, I would like to extend a special welcome to Heidi Dutton, who recently joined the board.

Online with us today are officers Steve Spaulding, President, CEO, and a Director, Sean Brown, SVP and Chief Financial Officer, Kyle DeGruchy, SVP Commercial, Omar Saif, SVP Operations and Engineering, and Sean Wilson, SVP, Chief Administrative Officer and Sustainability Lead. In order to deal with the formal portions of the meeting as efficiently as possible, we have pre-arranged designated shareholders to move and second motions. This is in no way intended to discourage any comments, questions, or discussion on any motions that we are about to make at this meeting. Accessibility to all of our shareholders, regardless of physical limitation to participate, submit questions or vote. Only registered shareholders who held shares in their names as of the 21st of March 2022 and record date of this meeting, or their appointed proxy holders are entitled to vote on resolutions presented at this meeting.

Questions can be submitted by registered shareholders and duly appointed proxy holders electronically on the virtual platform by following the instructions on the platform. The company's corporate secretary and CFO will assist in reviewing and responding to any questions. Consistent with the company's corporate practice, Kevin Gertken, the company's General Manager of EH&S, will present a brief safety moment at the start of the meeting. Kevin.

Kevin Gertken
General Manager of EH&S, Gibson Energy

Thanks, Jim, and thank you all for tuning in today. This week, we are supporting the Canadian Mental Health Association and their national mental health week. This year's focus is on the importance of showing empathy towards others when they are struggling, trying to put ourselves in their shoes to better understand and support them. Over the past two years, as the world has been faced with a common problem, we've lived together through a long and grueling pandemic. Empathy might, in fact, be the silver lining to all of this. Whatever our circumstances, it's clear that we all need to feel seen and heard. Be there for each other when times are hard, and be ready to listen. You don't have to agree to understand, and you don't have to fix it to help. Contact your local Canadian Mental Health Association for more information.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you, Kevin. Jessica Ferguson will act as Secretary of the meeting, and Kyle Gould, a representative of our transfer agent, will act as scrutineer. I have received a declaration of mailing from the transfer agent confirming that the proxy materials and financial statements have been duly mailed to shareholders. This declaration will be kept by the Secretary with the minutes of the meeting. The reading of the notice of meeting will be dispensed with. The scrutineer's report has been received, and it shows that a quorum as required by the company's bylaws is present. I now declare that the meeting is called to order and properly constituted for the transaction of business. To my knowledge, each resolution considered today will be passed by the proxies deposited in advance of the meeting. We will conduct a voting by electronic ballot on all matters.

Voting will be open for all resolutions at the same time, which will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussions on each resolution prior to casting your vote. To vote, simply click on for or withheld or against as applicable. You will see confirmation immediately above the voting buttons once you have submitted your choice. There'll be an opportunity to ask questions on each resolution in turn. Once the discussions on all items of business have been concluded. The results will be tallied by the scrutineer once voting is completed, and we'll report it at the end of the meeting as the formal portion of the meeting. The polls are now open on all resolutions. The first item of business is the presentation of the audited financial statements for the year ended December 31, 2021.

If there is no objection, the reading of such financial statements will be dispensed with. There are extra copies of the financial statements available to shareholders upon request and are available on our website and on SEDAR. Is the election of directors. As noted in the company's information circular, our bylaws contain advance notice provision, which provides the procedure to be followed for the nomination of directors at the meeting of shareholders of the company. In accordance with the advance notice provisions, the only individuals entitled to be nominated as directors at this meeting are the persons named as nominees in the company's information circular.

James Estey, Douglas Bloom, James Cleary, Judy Cotte, Heidi Dutton, John Festival, Marshall McRae, Peggy Montana, and Steven Spaulding are hereby nominated as directors of the company to hold office until the next annual election of directors or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act. Jessica, have any questions been received on the nominations?

Jessica Ferguson
Secretary, Gibson Energy

No.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you, Jessica. If there are no further questions, please cast your vote for each individual director now, and if you have not already done so. The next item of business is the appointment of the auditors.

Bridget Mitchkey
Shareholder, Gibson Energy

Mr. Chair, my name is Bridget Mitchkey, and I propose that PricewaterhouseCoopers LLP, chartered professional accountants, be appointed auditors of the company until the next annual meeting or until their successors are appointed, and that their remuneration as such be fixed by the board of directors.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you.

Chloe Mansfield
Shareholder, Gibson Energy

Mr. Chair, my name is Chloe Mansfield, and I second the motion.

Jim Estey
Chairman of the Board, Gibson Energy

Thanks, Chloe. Jessica, have any questions been received on this motion?

Jessica Ferguson
Secretary, Gibson Energy

No.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you. Motion now if you have not already done so. The next item of business is the advisory vote for the executive compensation, which is described in detail in the company's information circular.

Bridget Mitchkey
Shareholder, Gibson Energy

Move that the ordinary resolution in respect to advisory vote on executive compensation, as described in the detail in the information circular relating to the meeting, be approved. Mr. Chair, I second the motion.

Jim Estey
Chairman of the Board, Gibson Energy

Jessica, have any questions been received on this motion?

Jessica Ferguson
Secretary, Gibson Energy

No.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you. Vote on this motion now if you have not already done so. The next item of business is the special resolution on the approval of the unallocated awards under the equity incentive plan, which is described in detail in the company's information circular.

Bridget Mitchkey
Shareholder, Gibson Energy

Mr. Chair, I move that the ordinary resolution in respect to unallocated awards under the equity incentive plan, as described in detail in the information circular relating to the meeting, be approved. Mr. Chair, I second the motion.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you. Jessica, have any questions been received on this motion?

Jessica Ferguson
Secretary, Gibson Energy

No questions.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you. If there's no further questions, please vote on all motions now if you have not already done so. As there are no further motions, voting on all motions is now closed. I have been advised by scrutineers that the results are more than 50% in favor of each director and in accordance with legal requirements and our majority voting policy. Those nominated are duly elected directors. I have also been advised by the scrutineer that all other motions have been carried. That concludes the formal portion of the meeting. I direct that the scrutineer's report be kept by the secretary as the minutes of the meeting. The chair would entertain a motion that the formal portion of the meeting be terminated.

Speaker 7

Mr. Chair, I move that the meeting be terminated.

Chloe Mansfield
Shareholder, Gibson Energy

Mr. Chair, I second the motion.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you, Kerri. I declare the meeting terminated. We will now move to a brief presentation by Steve Spaulding, which should be available for you through our virtual portal.

Steve Spaulding
CEO, Gibson Energy

Thanks, Steve. Good morning, everyone, and thank you for joining us again for our 2022 annual general meeting. I will try to keep my remarks brief as we just came off our Q1 conference call. First, I hope everyone listening today is staying safe and healthy as we move out of extensive public health measures and into a realm of learning how we really live with the risks associated with COVID-19 and future variants. At Gibson, our goal has been to get back to a normal workplace environment as much as possible, but do it in a safe and logical manner. We remain vigilant in assessing risk and keeping our people safe. Thus, I want to recognize and thank our employees who have again demonstrated resilience and focus this past year.

Because of this perseverance in safely executing our business strategy, I can speak to our financial and operational successes of 2021 and our strong start to 2022. We continue to reinforce our position as a leading liquids infrastructure business and demonstrate our progress in advancing our sustainability and ESG goals. Reflecting back on our 2021 successes, we have maintained a disciplined approach and delivered on all facets of our business strategy. We were in a position to continue a consistent annual dividend growth, which was at CAD 0.37 per quarter or an annual amount of CAD 1.58 per share. We also saw the restart of commercial discussions, which led to the sanction of several new projects, including new tank at Edmonton and the biofuels and blending project under a 25-year term, also at our Edmonton terminal.

In December, we fully commissioned our DRU at Hardisty on time and on budget. We believe this and future phases will improve netbacks for producers, driving increased oil field and related business activities, creating new jobs, and helping revive our communities. Now shifting focus to our strong balance sheet and our financial results. We saw a 17% increase in infrastructure adjusted EBITDA for 2020. If you look at our infrastructure growth over the past five years, you'll see that we have grown 17% annually or a CAGR, which truly reflects our ability to deploy capital in what we think are the highest quality projects in our sector. We continue to maintain a fully funded position for all capital and ample cushion and liquidity for additional projects.

Between our credit facilities and cash on hand, we have over CAD 650 million available liquidity as of December 31st. Shifting to ESG. This is another part of our business that we have meaningfully advanced in 2021. In all of the E, S, and G fronts, we set deliverables in 2025 and 2030 as we believe it's important that we have credible near-term targets to drive meaningful change. To further our commitment to our environmental goals, our resolve to reduce greenhouse gas intensity and absolute emissions across all our business units, we also set a path forward to achieve a net zero by 2050. To ensure alignment and accountability in progressing our ESG journey, our employee short term incentive program has an industry-leading 35% related to our E, S, and G efforts.

By becoming the first public energy company in North America to fully transition its principal syndicated revolving credit facility to the sustainability-linked facility, our capital structure also benefits from ESG successes. Reflecting on our social and governance goals, we are well on our way where 50% of our vice presidents and above identify as women, racial or ethnic representation. Our target is for 2050, with a milestone of at least 40% by 2025. We believe we need to support the communities in which we live and operate. I'm most proud of how our employees are contributing and participating in community investments. Our total program contribution totals over CAD 1.4 million, with over 400 charitable causes supported. Probably what I'm most proud of is 95% of our employees participated in this program.

On the safety front, we achieved a TRIF score in 2021 of 0.43, which is the lowest score in our company's history and puts Gibson in the top quartile of industrial peers. In all, we believe we have well-positioned Gibson as a great fit for ESG-minded investor. We have the lowest carbon intensity for all our peers. The steps we have taken have earned us a very strong ESG rating from major agencies. In summary, we will continue to grow opportunities around our traditional assets. I'm also very excited about the new growth opportunities around the DRU and in the energy transition space. It is our strong balance sheet and our firm commitment to ESG goals which remain pivotal to us going forward and reaching our deliverable goals.

We will remain nimble in our approach and continue to evolve our business strategies and generate very attractive risk-adjusted returns for our shareholders. Thank you. I will now open the meeting for any questions. Seeing no questions, I wanna thank everyone for attending the 2022 General Gibson Energy Annual and Special Meeting. Please be safe and have a great day.

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