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AGM 2019

May 7, 2019

Jim Estey
Chairman of the Board, Gibson Energy

Welcome to the annual and special shareholders meeting for Gibson Energy. My name is Jim Estey, and I am Chairman of the Board. We will set the meeting with a safety moment from Shirley Wong, our Vice President of Projects, Development, and Engineering. Shirley?

Shirley Wong
VP of Projects, Development, and Engineering, Gibson Energy

Thanks, Jim. Just some quick housekeeping rules. In event of an emergency, exits are in the front and out the back, as well as bathrooms are just out the door in the back to your right. Safety moment for today. These are Gibson Energy's life-saving rules. We stood these up last year to supplement our Stop Work Authority program. A lot of these are in place to protect our field workers, but there is one here that applies to all workers, and that's fit for duty. When most people think about fit for duty, they don't think about the one thing that affects all of us, and that's mental health. This week is actually National Mental Health Week in Canada, as well as May is also Mental Health Month in the U.S.

A lot of folks confuse mental health with mental illnesses or mental health problems, and they're actually quite different. For example, someone diagnosed with a mental health illness could have good mental health and vice versa. What's most alarming about mental health is that one in five Canadians live with a mental health problem, mental illness, or addiction. Women are twice as likely to experience a mental health problem in their lifetime. By the time Canadians reach the age of 40, one in two have experienced a mental health problem. When we think about this year's campaign, it's all about getting loud about what mental health really is. It is about having a sense of purpose, strong relationships, feeling connected to your communities, knowing who we are, coping with stress, and enjoying life.

It's never too early to start talking about mental health and never too late to start promoting mental health. If you or you know someone who's experiencing a mental health problem, there are plenty of resources available. Thank you.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you very much, Shirley. Before we start the formal part of the meeting, I have a little story I want to tell you. Yesterday, the board had a meeting with a number of employees, and as is custom, we go around the table, and everybody introduces themselves. As we were going around, this one individual said they'd been at Gibson for 16 years. I said, "16 years?" I said, "Did you get a watch after 15 years?" She said, "No, Gibson's too cheap." Patricia, I would like you to come up here. I have a present for you.

Patricia Hendriks
General Manager of Scheduling and Rail Logistics, Gibson Energy

Thank you. I t's really cute. Thank you.

Jim Estey
Chairman of the Board, Gibson Energy

It's hard to buy a watch in Calgary at 9:30 P.M. Don't complain. As is our custom, the people making motions and seconding motions have been asked to discuss and talk about how they created value and added value for Gibson. As we've done in past years, we'll do that again this year, and we're looking forward to it. Okay. In accordance with the bylaws of Gibson, I will act as chairman of the meeting. The meeting will now come to order. During the first portion of the meeting, we will deal with formal business, followed by a brief corporate presentation and question and answers. Before we begin, I would like to introduce the other members of the board, Doug Bloom, Jim Cleary, John Festival, our newest member of the board, Susan Jones.

Susan's Executive Vice President of Potash, obviously works with Nutrien, and is fortunate enough to live in that great city of Saskatoon, Saskatchewan. Marshall McRae, Mary Ellen Peters, and Steve Spaulding. Officers in attendance today are Steve Spaulding, President and CEO, Sean Brown, Senior Vice President and Chief Financial Officer, Sean Wilson, Senior Vice President and Chief Administrative Officer, and Mike Lindsay, Senior Vice President of Operations and Engineering. In order to attempt to deal with the formal proceedings as efficiently as possible, we have pre-arranged with designated shareholders to move and second motions. This is in no way to discourage any comments, questions, or discussions. Sean Wilson will act as secretary of the meeting, and [Bart Winterach], a representative of our trust agent, will act as a scrutineer.

I have received a declaration of mailing from our transfer agent confirming that the proxy materials and the financial statements have been duly mailed to shareholders. This declaration will be kept by the secretary with the minutes of the meeting. If there is no objection, the reading of the notice of meeting will be dispensed with. The scrutineer's report received, and it shows that a quorum is present. I now declare that the meeting is called to order and properly constituted for business. To my knowledge, each of the resolutions considered today will be passed by the proxies deposited in advance of the meeting. We will conduct voting by ballot for the election of directors, the advisory vote on executive compensation, and the approval of unallocated awards under the long-term incentive plan. The appointment of auditors will be by a show of hands.

Registered shareholders of valid proxies should have been given a ballot when they were registered with Computershare Trust Company. If you are a registered shareholder and hold a valid proxy and have not received a ballot, please raise your hand and a representative of Computershare will provide you with one. We would also like to collect all the remaining ballots at this time. If you have not returned your ballot, please raise your hand so that the scrutineer can collect them now. Okay, thank you. The first order of business is the presentation of the audited financial statements for the year ended December 31st, 2018. 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. The next item of business is the election of directors.

As noted in our information circular, our bylaws contain advance notice provisions, which provide a procedure to be followed for the nomination of directors at meetings for shareholders. In accordance with the advance notice provision, the only individuals entitled to be nominated as directors at this meeting are persons named as nominee in the Gibson information circular. James Estey, Douglas Bloom, James Cleary, John Festival, Susan Jones, Marshall McRae, and Mary Ellen Peters are hereby nominated as directors of Gibson 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 Gibson. Is there any discussion?

In accordance with our majority voting policy, the election of directors have been conducted by way of ballot, allowing registered shareholders and proxy holders to register their votes for or to be withheld against each individual director. I have been advised by the scrutineers the results that more than 50% are in favor of each director and in accordance with legal requirements and our majority voting policy, those nominated are duly elected as directors. The next item of business is the appointment of auditors.

Patrick Inglis
Crude Oil Trader, Gibson Energy

Hi, my name is Patrick Inglis. I'm a Crude Oil Trader in our Crude Oil Trading department at Gibson Energy. I add shareholder value by providing marketing services solutions for producers and refiners by utilizing Gibson Energy's strategically located assets in Canada. I move that PricewaterhouseCoopers LLP Chartered Professional Accountants be appointed auditors of Gibson until the next annual meeting or until their successors are appointed, and that the remuneration as such be fixed by the Board of Directors.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you, Pat. What have you got to say? You've already got a watch.

Patricia Hendriks
General Manager of Scheduling and Rail Logistics, Gibson Energy

It's 11:15 A.M.

Jim Estey
Chairman of the Board, Gibson Energy

Have you got it on?

Patricia Hendriks
General Manager of Scheduling and Rail Logistics, Gibson Energy

I didn't take it out. I am Patricia Hendriks, and I'm the General Manager of the Scheduling and Rail Logistics team. My team and I add shareholder value by leveraging our assets to provide our customers with flow assurance and the optimal value for every commodity product. I second that motion.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you very much, Patricia. Is there any discussion on the motion? All in favor, signify by raising their right hand. Contrary, if any. Carried. Can you hear in the back when they speak? Great. Thank you. The next item of business is the advisory vote on executive compensation, which is described in detail in Gibson's information circular. Alasdair?

Alasdair Ross
Manager of Supply Chain, Gibson Energy

Good morning. My name is Alasdair Ross, and I'm the Manager of Supply Chain for the Operations group. Myself and my team, we add value through implementing supply chain management processes and best practices to improve efficiency. We also ensure proper pre-qualification and evaluation of suppliers, and finally, through undertaking cost-saving and risk reduction initiatives. I move that in the ordinary resolution, in respect of the advisory vote on executive compensation, as described in detail in the information circular relating to the meeting, be approved.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you, Alasdair.

Sue Gulin
General Manager of HR Operations, Gibson Energy

Hello. My name is Sue Gulin. I'm the General Manager of HR Operations at Gibson Energy. My team and I add shareholder value by providing strategic HR and business services to Gibson stakeholders, in support of people and leadership and execution of our strategic plan. I second the motion.

Jim Estey
Chairman of the Board, Gibson Energy

Thanks, Sue. Is there any discussion on this motion? Voting of this resolution has been conducted by way of a ballot, and I have been advised by the scrutineer that the advisory vote on executive compensation has passed by the requisite majority. The next item of business is the approval of unallocated awards under the Gibson long-term incentive plan.

Alison Denny
Project Execution Manager, Gibson Energy

Good morning. My name is Alison Denny. As Project Execution Manager for Gibson's Project Development and Engineering team, we add value by ensuring capital projects are delivered safely, on time, and on budget, without foregoing quality in design and construction. I move that the ordinary resolution in respect of the approval of unallocated awards under Gibson's long-term incentive plan, as described in detail in the information circular relating to the meeting, be approved.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you, Alison.

Steve Smyth
Legal Counsel, Gibson Energy

Good morning.

Jim Estey
Chairman of the Board, Gibson Energy

Good morning.

Steve Smyth
Legal Counsel, Gibson Energy

My name is [Steve Smyth], and as a member of the legal team, I add shareholder value by providing timely legal and business advice that seeks creative and practical solutions to say yes to commercial agreements that further Gibson's strategy, minimizes risk on commercial and compliance matters, and puts Gibson's best foot forward when seeking to enforce rights and entitlement.

Jim Estey
Chairman of the Board, Gibson Energy

Thanks, [Steve]. Is there any discussion on this motion? Voting on this resolution has been conducted by way of a ballot, and I've been advised by the scrutineer that the approval of unallocated awards under the long-term incentive plan have been passed by the requisite majority. That concludes the formal portion of the meeting, and I direct the scrutineer report to be kept by the secretary with the minutes of the meeting. Unless there are any other questions from the floor, the chairman would entertain a motion to terminate the meeting.

Matthew Heynen
Senior Commercial Development Representative, Gibson Energy

Good morning. My name is Matthew Heynen, and I am a Senior Commercial Development Representative with Gibson Energy. I add value to shareholders through the development and execution of Canadian infrastructure initiatives, specifically around the contracting of long-term tankage at Hardisty, which contributes to the strategic objective of sanctioning two to four tanks annually. I move that the meeting be terminated.

Jim Estey
Chairman of the Board, Gibson Energy

Thanks, Matt.

Christie Hall
Administrative Assistant for Operations and Project Execution, Gibson Energy

Good morning. My name is Christie Hall, and I am the Administrative Assistant for Operations and Project Execution teams for Gibson Energy.

Jim Estey
Chairman of the Board, Gibson Energy

What's your other job, though?

Christie Hall
Administrative Assistant for Operations and Project Execution, Gibson Energy

I'm getting to that.

Jim Estey
Chairman of the Board, Gibson Energy

Oh, sorry. I have a bad habit of interrupting. Sorry.

Christie Hall
Administrative Assistant for Operations and Project Execution, Gibson Energy

I add shareholder value by supporting the operations management team to implement our operations management system in the field. I also volunteer for many Gibson initiatives, such as the United Way and Social Club, to promote company culture and strengthen employee engagement. I second the motion.

Jim Estey
Chairman of the Board, Gibson Energy

Thank you very much.

Christie Hall
Administrative Assistant for Operations and Project Execution, Gibson Energy

Thank you.

Jim Estey
Chairman of the Board, Gibson Energy

Christie is a very enthusiastic member of our Social Club and does a great job. All in favor, signify by raising your right hand. I can't believe anybody's going to vote against ending this meeting. Any contrary, if any? Carried. I declare this meeting terminated, and I will now pass it over to Steve. Thank you very much.

Steve Spaulding
President and CEO, Gibson Energy

Thank you, everyone, for joining us today. Now that the formal meeting's over, I figured we would talk about Gibson Energy and talk about our successes last year and really our strategy on a go-forward basis. Gibson Energy is an important part of Canada's energy infrastructure in that we touch one in four barrels produced in Canada. One in four barrels of every crude oil produced in Canada flows through our terminals, over million barrels a day. Another thing that's very important to Gibson Energy is we strive to be a good corporate citizen. This includes protecting the people, the community, and the environment. I don't have a clicker. There we go. I wanted to go over our safety performance this year. This year, we came in in our total recordable incident at 1.14, and we set our goals for 2019 at 0.9.

When we compare ourselves to our peers, at 1.14, we're doing okay, but we want to be top tier, and we define top tier as 0.4 to 0.6. We think we have the processes in place and the commitment from our leadership across Gibson to get there. I also wanted to talk about diversity and inclusion. We just this year came up with our diversity and inclusion policy to set the standard of our commitment to diversity. To drive that forward, we've developed a diversity team to help set up what diversity looks like to Gibson, and also to set the path forward of how we're going to meet the goals that they put in place. Another thing very important to Gibson is community giving. Last year, we gave over CAD 500,000, and this year we've committed ourselves to give 50% more. Community is extremely important to us.

We want to be that neighbor that everybody wants on their block. When you look, we've talked about environmental health and safety. We've talked about diversity and inclusion. We've talked about giving in the community. These are important things to us, and you'll continue to hear as we go down our path and continue to develop our procedures and move forward. Let's talk about last year and what we were able to do last year. At our investor day last January 2018, we laid out our strategy of who Gibson Energy was going to be. If you look at Gibson Energy today versus Gibson Energy last year, we're a very different Gibson Energy. Last year, we set a goal to build one to two tanks a year at Hardisty. We built four. We changed our long-term outlook to build two to four tanks at Hardisty.

We said we were going to grow outside our terminals in Canada. We built the 100 mi Viking Pipeline project, 100 km. I'm American, so you got to watch out. This is the first significant pipeline project that Gibson Energy has built in over two decades. We said we were going to look into the States to build infrastructure in the States, and we announced the Pyote to Wink Pipeline Project and Gathering System Project. This is a $100 million project. When this goes in service in the third quarter, this will be the first true infrastructure Gibson Energy has ever placed in service or built or operated in the United States. We said that we were going to divest of our non-core assets. In June, we'll divest of our trucking business, and that'll close. We will close everything.

We sold all of our assets within the schedule we laid out, and we're right down the middle of the midpoint that we projected. We said that we were going to get our balance sheet in check. We said that was going to be late 2019. It actually happened in 2018, where we got our debt in order. We got our payout ratio in order. Our debt to EBITDA ratio and our payout ratio for our dividend are well below our long-term targets. Next slide. One of the ways to truly look at how a company is doing is how is it performing versus its peers. Shareholder return. In 2018, we were the top-performing stock among all peers in the Canadian midstream sector.

We were also rewarded with our strong balance sheet and our stable cash flows with the first investment-grade credit rating that Gibson Energy has ever received. We're excited about that. We hope to get one later in the year or soon after. One of the things we also did is we looked at our policies, and we wanted to drive ownership policy at the employee level. We increased our ESOP contribution to our employees, and we changed how much ownership our Vice Presidents and higher had to own outright. It means it wasn't being vested, it's actually had vested. We increased that number because at Gibson, we think to think like an owner, you need to be an owner. When we look at our strategy that we laid out in 2018, we recently had another investor day about a month and a half ago.

Our strategy remains consistent. We'll continue to leverage and grow our terminals at Hardisty and Edmonton. We'll continue to look for opportunities to grow outside the fence in Canada, and we'll continue to grow the platform that we've established in the Permian Basin. Last year, we spent CAD 300 million in capital. This year, we have already sanctioned CAD 225 million, and we expect to spend over CAD 250 million before the year's end. All of this is fully funded. We funded that with the asset dispositions and with the outside earnings from our business. Going forward, we will stay fully funded in our capital programs and remain with a strong balance sheet. We are delivering on all aspects of our strategy. We are a focused oil infrastructure company with terminals and pipelines with long-term stable cash flows.

We have clear visibility through 2020 of 10%+ growth on a distributable cash flow per share. We have the platforms in Canada and in the Permian Basin for attractive long-term growth and will remain a strong financial position. Next slide. This is our special treat. This is a visual tour of Hardisty that we put together this winter. This kind of really depicts just how strong a position we have at Hardisty and who Gibson Energy really is.

Speaker 15

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Steve Spaulding
President and CEO, Gibson Energy

My presentation had some forward-looking statements. I've talked to Jessica, who's our General Counsel, and she said this is as brief as we can get. She's very excited about this language, and she wants you to take the time and read it afterwards. If you can, you can read it afterwards. Now we'll start our official Q&A. Is there any questions? Not everyone jump up at one time. I'm actually okay at answering questions, much better than giving presentations. Jessica, do you have a question? Where's Jessica?

Jim Estey
Chairman of the Board, Gibson Energy

I think you do have a question.

Jessica Ferguson
General Counsel, Gibson Energy

[audio distortion] ESG and how that's on your radar.

Steve Spaulding
President and CEO, Gibson Energy

It's definitely on our radar. We talked about it at the board meeting yesterday for quite a long time. Sean, why don't you tell us where we're going with ESG and give us a quick update of where we're headed?

Sean Brown
SVP and CFO, Gibson Energy

ESG and sustainability in general has been very important to our company. About six months ago, we actually really dug into what would that look like for our company and how could we fit some of those ESG in. For those of you who don't, you got your environment, you got your governance, and you got your social. Really kind of think about it from a sustainability point of view and how does that fit into our strategy? Again, we've got a number of different initiatives going on in our organization from an operations perspective, but how can we actually be a sustainable company on a go-forward basis? Not just operating safely, operational excellence, but also looking at our workforce from a diversity perspective, attracting, retaining folks. Again, over the last six months, really dug into that quite a bit.

We've got some folks that we're working with to help us understand what good looks like, and we're very excited about where we're going with that and look forward to kind of filling you in a little bit more as we go forward. Work is ongoing, and it's important to us.

Steve Spaulding
President and CEO, Gibson Energy

Yeah, we think we'll score very highly when it comes to ESG. It's just a matter of disclosing what we're doing, and so we'll be working on that over the next year. Any other questions?

Speaker 14

My question is just on the U.S. operations. Is it similar to our Canadian operations?

Steve Spaulding
President and CEO, Gibson Energy

It's similar to the Hardisty gathering asset, which was called our Provost system. It is just a gathering system where we gather at central batteries and bring it in to a merging hub called Wink. Wink is in the Delaware Basin, which is kind of below New Mexico there in that boot of Texas. Being built into Wink are three pipelines currently. Three 36 in pipelines that are currently being built into Wink. The pipelines and leaving Wink will have over 3.5 million barrels. When they're placed in service, they'll have over 3.5 million barrels leaving the Wink terminal, the Wink area. To put that in perspective, that's more than the capacity that leaves Hardisty today. Our goal is to build out a gathering system there.

We've acquired 160 acres there at Wink with the goal of using our expertise at Hardisty to hopefully build out a terminal in the future. We're going to take this very slowly. We're going to be very disciplined in how we deploy that capital. Thank you for the question. If that's all, I will adjourn. You all have a great day.

Sean Brown
SVP and CFO, Gibson Energy

Thank you.