AGM 2021

May 4, 2021

Welcome to the Annual and Special Shareholder Meeting for Gibson Energy. My name is Jim Eshky, and I am Chairman of the Board. In accordance with the bylaws of the company, I will act as Chairman of the meeting, and I will now call the meeting to order. As everyone is aware, due to the ongoing COVID-nineteen pandemic, This meeting is being held virtually to ensure the safety of our attendees. Speaking of COVID, what a difference a year makes. When we last met, the uncertainty surrounding the pandemic was at a peak. Our company acted and continues to act decisively and proactively to this uncertainty to ensure our employees remain safe in the performance of their jobs, Our operations seamlessly continue to service our customers and our communities continue to receive the support needed to navigate these unprecedented times. In sum, our company, our people adapted in amazing way in 2020, and it is with great pride that I speak of this continued resilience. For that, I would like to extend a heartfelt thank you to our dedicated employees, management team and my fellow Board Directors for all your efforts in 2020. In addition, I would like to thank all of our shareholders for your continued support of our company during these difficult times. Today, With vaccines having been developed and now being deployed, clarity and confidence in the future is starting to be restored. And while there are no near while we are nowhere near back to normal, We are starting to see light at the end of the tunnel, which I find encouraging. Looking into the hopeful not too distant future, I look forward to a time when we can interact regularly in person and welcome our shareholders and employees and other stakeholders to this meeting in person. Now on to the formal portion of the meeting. During the first portion of the meeting, We will deal with the formal business, followed by a brief corporate presentation and remarks by Gibson's CEO, Steve Spaulding. Before we begin, I would like to welcome the other members of the Board who are online with us today. Doug Bloom, Jim Cleary, Judy Cott, John Festival, Marshall McCrae, Peggy Montana and Mary Ellen Peters. As this is her first Gibson AGM. I would like to extend a special welcome to Peggy Montana, who recently joined our Board. Also on line today are officers with us: Steve Spaulding, President and CEO Sean Brown, Chief Financial Officer Kyle Degrucci, Senior Vice President, Commercial Omar Saif, Senior Vice President, Operations and Engineering and Sean Wilson, Senior Vice President, Chief Administrative Officer. In light of his recent promotion to our executive level, I would also like to extend a special welcome to Omar. In order to attempt to deal with the formal portion of the meeting as effectively as possible. We have prearranged with shareholders to move and second notices. This is in no way intended to discourage any comments, questions or discussions on any motions and we are excited about the ability to make this meeting accessible to all our shareholders regardless of physical location. To participate, submit questions and vote. Only registered shareholders who held shares in their name As of the 22nd March 2021, the record date of this meeting, order appointed proxy holders are entitled to vote on resolutions presented at this meeting. Questions can be submitted by Richardson's shareholders and duly appointed proxyholders electronically on the virtual platform by following the instructions on the platform. Consistent with the company's corporate practice, Cassandra Ouellette, the company's senior paralegal, will present a brief safety moment. Cassandra? Thanks, Jim, and thank you all for tuning in today. People are experiencing unprecedented stress and feelings of anxiety related to COVID-nineteen. This week, we are supporting the Canadian Mental Health Association and their National Mental Health Week. This year, the focus is on understanding our emotions. Recognizing, labeling and accepting our feelings Are all a part of protecting and promoting good mental health for everyone. Even in times of extreme anxiety and stress, Mental health is something we can protect. If emotions are overwhelming, please seek support. There is help available. Eske. Thank you, Cassandra. Sean Wilson will act as secretary of the meeting and Kyle Gould, a representative of our transfer agent will act as scrutineering. I have received a declaration of mailing from the transfer agent confirming that the proxy material and financial statements We're duly mailed to shareholders. This declaration will be kept by the secretary within minutes of the meeting. The reading of the notice of the meeting will be dispensed with. The scrutineers report has been received and 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 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 the discussion on each resolution prior to casting your vote. To vote, simply click for or withhold or against as applicable. You will see confirmation immediately above the voting buttons once you have submitted your choice. There will be an opportunity to ask questions on each resolution in turn. Once discussion on all items of business have been concluded, voting will be closed on all resolutions. The results will be tallied by the scrutineer once voting is completed and will be provided at the end of the formal portion of the meeting. The polls are now open on all resolutions. The first item is the presentation of the audited financial statements for the year ended December 31, 2020. If there is no objection, the reading of such financial statements will be dispensed with. There are Your copies of the financial statements available to shareholders upon request and are available on our website and on SEDAR. The next item of business is the election of directors. As noted in the company's information circular, Our bylaws contain advance notice provision, which provide a procedure to be followed for the nomination of directors at the meeting of shareholders of the company. In accordance with the advance notice provision, 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 Estke, Doug Bloom, Jim Cleary, Judy Cott, John Festival, Marshall McCrae, Peggy Montana, Mary Ellen Peters and Steve Spalding 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 and the bylaws of the company. In accordance with our majority voting policy, the election of directors will be conducted by allowing true shareholders and proxy holders to electronically register votes for or to be withheld for each individual director. Mr. Secretary, have any questions been received on the nominations? No, Mr. Chairman. Thank you, Sean. If there are no further questions, please cast your vote for each individual director now if you have not already done so. The next item of business is the appointment of auditors. Mr. Chairman, my name is Sarah Fable, and I propose that Price Eshki. WaterhouseCoopers LLP, chartered professional accountants, be appointed auditors of the company until the next Eshki. Annual meeting or until their successors are appointed and that their remuneration as such be fixed by the Board of Directors. Mr. Chairman, my name is Chloe Mansfield, and I second the motion. Thank you, Chloe. Mr. Secretary, have any questions been received on this motion? No, Mr. Chairman. Thank you, Sean. If there are no questions, please vote on this motion now if you have not already done so. The next side of our business is the advisory vote on executive compensation, which is described in detail in the company's annual information circular. Mr. Chairman, I move that the ordinary resolution in respect of the advisory vote on executive compensation as detailed as described in detail in the information circular relating to the meeting we approved. Mr. Chairman, I second the motion. Thank you. Mr. Secretary, have any questions been received on this motion? No, Mr. Chairman. Thank you, Sean. If there are no questions, please vote on this motion now if you have not already done so. The next item of business is the ordinary resolution on the amended and restated Bylaw 1, which is described in detail in the company's information circular. Mr. Chairman, I move that the ordinary resolution in respect of the amended and Dated by law number 1 as described in detail in the information circular relating to the meeting be approved. Mr. Chairman, I second the motion. Thank you. Mr. Secretary, have any questions been asked been received on this motion. No, Mr. Chairman. If there are no questions, please vote on this motion now if you've not already done so. The next item of business is a special resolution on the amendment of the articles which is described in detail in the company's information circular. Mr. Chairman, I move that the special resolution in respect of the amended articles as described in detail Este. Mr. Chairman, I second the motion. Mr. Secretary, have any questions been received on this motion? No, Mr. Chairman. I think you get used to being called Mr. Chairman all the time. Thank you, John. If there are no questions, please vote on the motion now if you have not already done so. As there are no further motions, voting on all motions Our is now closed. We will pause for a moment while the results sir Tabulator. I have been advised by the scrutineers. The results are more than 50% in favor of each director in accordance with legal requirements and our majority voting policy, and those nominated are duly elected directors. I have also been advised by the scrutineers that all other motions have been carried. That concludes the formal portion of the meeting. I will direct that the scrutineers report be kept by the secretary with the minutes of the meeting. The Chair would entertain a motion that the formal portion of the meeting be terminated. Mr. Chairman, I move that the meeting be terminated. Mr. Chairman, I second the motion. Carrie, I declare the meeting terminated. We will now move to a brief presentation by Mr. Spaulding, which should be which will be available through our virtual portal. Thank you. Steve? Hold on just a second. I'm here. Thanks, Jim. Good morning, everyone, and thank you again for joining us today at our 2021 AGM. I hope each of you have been safe and healthy during this unprecedented time. Jim spoke to this earlier, but it bears repeating. After every year of this global health and economic crisis, we remain committed to do what it's needed to be done, Regardless of where our employees have been working, emphasizing connection time and having the appropriate resources in place to ensure everyone Remains physically and mentally healthy has been of the utmost importance. This included a substantial increase and our mental health benefit coverage and funds for each employee to use for our home for their home office equipment. I can't stress this enough. Safety is truly our priority in all areas of our business. Where employees remain on-site In the field and field office locations, a robust list of protocols and COVID safety controls are in place to mitigate the risk of exposure and transmission. And we will continue to work towards a corporate return to office when it is safe to do so. We will remain vigilant and support all our community efforts as we work towards mass vaccination programs and further economic recovery. Now, let's turn our focus to reflect on 2020 and how Gibson has responded to a very challenging year for our industry. Our business strategy was tested. It served us very well, focusing on our core terminals, High quality cash flows and maintain a very strong balance sheet has proven effective. Our 2020 infrastructure segment profit was a $60,000,000 increase from 2019 and at the upper end of our $360,000,000 to $300,000,000 range We provided pre COVID. This represents a 20% growth year on year despite the impacts of COVID and speaks to the stability we have in our infrastructure business. With the 3 storage tanks we placed in service at the end of 2020, The DRU expected to enter service on budget and on schedule midyear and our recently announced partnership and related sanction At a biofuel blending project with Suncor, we have the visibility to further growth for 2021 beyond. We have continued to exercise financial prudence, remaining fully funded for all our sanctioned capital and maintaining leverage and payout ratio below our target rates and maintain a strong balance sheet with access to ample liquidity. Hold on just a second. My computer Sorry about that. I had a computer malfunction here for a second. So looking at the marketing side of our business, we're in the middle of our $80,000,000 to $120,000,000 run rate, A range we provided pre COVID, our marketing organization was able to move decisively in the first half of the year and lock in very meaningful gains. In the second half, it was a very challenging environment. I believe we've turned the corner and I expect marketing earnings to continue to improve throughout this year. As a result of our resilience demonstrated through the onset of the pandemic and stability Showcased in our strong financial performance, we received credit rating affirmations from DBRS Limited and S and P Global Ratings, which we will continue to benefit the company's cost of capital. Our total shareholder return over the past 3 years has been the highest Eshky. Within our Canadian Energy Infrastructure peer group, including providing the highest total shareholder return in each Of 2018 2019 as well as the 2nd highest return in 2020. Our intention is to provide steady long term dividend growth to our shareholders. In a year where many North American midstreamers Eshki. We were very pleased to again increase our dividend and continue to remain under our payout range. We will remain conservative in our approach to our business, staying true to our financial governing principles and our ability to rapidly react to changing market conditions. I'd also like to provide an update on our sustainability work this year. Although the core principles of sustainability in ESG have been a part of Gibson for a very long time, 2020 was also a year which we made significant strides in our sustainability journey and began placing increased focus on evolving our sustainability practices and improving our disclosure and transparency. This included appointing Judy Cott, an ESG expert and Peggy Montana to the Board, thus achieving 33% gender diversity. In May, we published our inaugural sustainability report. And in August, we made our first submission to CDP in which we received a score of A-, the highest among our peer group. Building on this progress, we expanded our ESG targets, which were shared earlier this year in our information circular. I also like to share the additional progress we made a few weeks ago Eshki. Regarding our sustainability linked loan and our actions are in Direct correlation to achieving our ESG targets. The work we are accomplishing in this focus area is tremendous. Eshki. We strongly believe setting these meaningful targets Interim milestones to achieve these targets as well as further aligning disclosures with TCFD and SASB frameworks We'll best position the company for success over the long term. I encourage you to review these targets and their latest accomplishments in greater detail on our website. We are focused on this work because it's extremely important to continue to do Our part in addressing global environmental and social changes remain a leader for positive change. We already have the lowest GHG emissions within the Canadian energy infrastructure space, but we recognize we can do more and look to reduce our GHG intensity across all our business units. This reduction will take initiative and modernization. We have heard you've heard us speak about our Delia Recovery Unit, the first of its kind in Western Canada. When in service, It will displace a significant amount of missions in the value chain compared to conventional dilbit by rail. Behind our operations and the work being accomplished truly is the people it's the people who are driving this and all of our future successes. I'm very proud of the work we've done in all of our key focus areas of diversity and inclusion, Engaging the broadest range of people and ideas is integral to creating a high performance organization and driving innovation, and we are committed to focus on all underrepresented groups. Finally, Eshki. I'd like to touch on 2 very important areas for me personally, and that's safety and community. In 2020, as part of our steadfast focus On employee health and safety, Gibson lost its Mission 0 program to drive continued improvement. Even one event is one too many. Looking at our work in the community, Last year, in a year when the community needed it most, we really stepped up. Giving time is a precious gift and 89% of our employees either gave time back to their communities in volunteering efforts or provided financial support. We also made the largest contribution in our history of $1,000,000 donation to Trellis. And we will hold ourselves accountable to this work by setting community ESG targets that aren't attached to our financial Eshki. This is our way to ensure we never waver on our support to those in need. To close, The global energy demand continues to recover. We will remain focused and confident in capturing opportunities as they present themselves. Our strong governance model, solid leadership team and skilled employees will drive the business forward and navigate the path ahead. As there's no questions, I want to thank all for attending the 2021 Gibson Energy Annual and Special Meeting.