Okay, we're going to start early. Good morning, welcome to the annual shareholder meeting of Gibson Energy. My name is James Estey, and I am the Chairman of Gibson Board. In accordance with the bylaws of the company, I will act as Chair of the meeting. Given the importance of safety within Gibson and our culture, we will start today's meeting with a safety moment from Nathalie Wyman. That will be followed by a land acknowledgement from [Tera Higley], and an introduction of the directors and officers who have joined us today. Following completion of these preliminary matters, we will then move into the formal part of the meeting, during which you, our shareholders or duly appointed proxyholders, will vote on the three matters set forth in the management information circular.
Our President and CEO, Curtis Philippon, will provide a company update, which will be followed by question- and- answer period, which you, shareholders and proxyholders, are invited to ask questions of the directors and the executive management. At the conclusion of our program, the directors and officers and senior management will be available in the room to answer further questions you may have. I will now call on Nathalie to provide a safety moment.
Thank you, Mr. Chair. As we begin today, I would like to take a moment to acknowledge that Canadian Mental Health Week began yesterday and continues until Sunday, May 10th. This year, Mental Health Week recognizes the role we all play in supporting mental health through connection. At Gibson, Mission Zero is about protecting our people, our environment, and our assets, and that starts with looking out for one another. Sometimes the most important thing we can do is pause, check in with a colleague, and make space for honest conversation. We may not always know what someone is carrying, but listening, showing compassion, and encouraging support can make a meaningful difference. Mental health challenges can affect any one of us at any time, and reaching out for help should always be a sign of strength.
As we go through today's meeting and in the work we do every day, let's remember that taking care of ourselves and each other is part of what it means to work safely. Thank you.
I will ask now Tera to provide a land acknowledgement.
Thank you, Mr. Chair. In the spirit of respect, reciprocity, and truth, we honor and acknowledge the Mohkinstsis and the traditional Treaty 7 territory and oral practices of the Blackfoot Confederacy, Siksika, Kainai, Piikani, as well as the Îethka Stoney Nakoda and Tsuut'ina Nation. We acknowledge that this territory is home to the Métis Nation of Alberta Districts four, five, and six within the historical Northwest Métis homeland. We also acknowledge all nations who live, work, and play on this land and who honor and celebrate this territory. Finally, we acknowledge that our work spans across many lands where the histories, cultures, and traditions of Indigenous peoples are embedded across North America.
We recognize the land and water and benefits it provides all of us and are grateful for generations past, the traditional Knowledge Keepers and Elders who are here with us today, and future generations who will continue to inspire and share their homeland with us. Thank you.
It is a privilege to be here on behalf of the board to reflect on Gibson's history, performance, and future. Gibson's history spans more than 70 years. It is a success story built on resilience, discipline, and consistent value creation. From our early beginnings, Gibson has grown into a trusted infrastructure partner with an energy value chain anchored in safety, operational excellence, and strong customer relations. The long history is reflected in the important milestones across our business. Later this month, our Moose Jaw facility will celebrate 95 years in operation. That is a remarkable milestone that speaks to the longevity of our assets, the important role it continues to play, and the many people who have contributed to its success. Over its history, Gibson has successfully evolved from a traditional energy provider into a diversified infrastructure platform with high-quality, long-life assets.
That evolution has involved strategic portfolio decisions, including streamlining our focus through divestments of NGL and the trucking businesses, targeted capital projects such as our DRU in Hardisty, terminal expansion in Edmonton and Hardisty, and the acquisitions of Moose Jaw and Gateway Terminal in 2023 and, of course, the recent Chauvin Pipeline, which closed last Friday. Each of these strategic decisions have diversified and strengthened our business while still maintaining a strategic liquid focus and have positioned Gibson as a key player in the critical energy corridor in North America. At the same time, our focus on managing costs, allocating capital responsibly has delivered strong returns for investors, including shareholder returns over the last 10 years of approximately 240% from 2016 to today, driven by both share price appreciation and the value created through dividends.
Gibson's ability to adapt through multiple commodity cycles while maintaining financial strength has been a defining characteristic of the organization, and that track record matters. It reflects a disciplined approach to strategy and capital allocation, and it gives us confidence in our ability to create long-term value. None of this success would be possible without our people. The board recognizes that Gibson's culture of safety, accountability, and performance has enabled us to execute reliably and build long-term partnerships. This is exemplified by the recent milestone of safety, loading 1 billion barrels at our Gateway facility since startup in 2020. An achievement that not only speaks to our operational excellence, but to our commitment of our teams to ensure everyone gets home safely at the end of the day.
Gibson's standing as a top performer, safety performer among North American midstream companies is something we're extremely proud of, and it reflects the professionalism, dedication, and leadership of our employees across the organization. We also believe that Gibson's success is strengthened by the ownership mindset of employees. With over 95% of our employees being shareholders, our people are directly invested in long-term performance of the company. This reinforces a culture where our employees think like owners, driving sustainable value for all stakeholders. That same ownership culture is reflected in the way Gibson employees continue to give back to the communities where we work, live, and play.
In 2025, Gibson saw a 95% participation rate in our community giving program across our locations, a level of engagement that continues to distinguish Gibson and speaks to the commitment of our people to make a positive impact beyond our operations. Thank you to all Gibson employees who volunteer, donate, and support community initiatives throughout the year. On the behalf of the board, I also want to note the importance of fostering diverse and inclusive organization. We are proud of the diversity reflected on our board and across our workforce. At the same time, we recognize that senior management diversity remains a significant gap and an area where more work is needed. Diverse leadership brings broader perspective, strengthens decision-making, and supports better long-term outcomes. It is an important focus of the board as part of our oversight of leadership development and succession.
We are proud of Gibson's 70-year-plus history. We are equally focused on what comes next. The energy landscape is evolving. Gibson is well-positioned to play a critical role in that transformation. We see the future defined by principle, by disciplined growth, expanded infrastructure opportunities, and continued leadership in reliability and safety. With a strong foundation, a clear strategy, and the right team, Gibson is well-positioned to continue connecting customers to markets and employees to a rewarding career, operating safely, responsibly, and creating long-term value for shareholders. Prior to commencing the formal business of the meeting, I would like to welcome Riley Hicks, Senior Vice President, Chief Financial Officer, to introduce the other members of the board who are present with us today and standing for election.
Thank you, Mr. Chair. I am pleased to introduce the remaining Members of the Board who are standing for election today. I would ask each of you to stand quickly as I say your name. Doug Bloom, Judy Cotte, Heidi Dutton, Maria Hooper, Diane Kazarian, Peggy Montana, Khalid Muslih, Craig Richardson, and our President and Chief Executive Officer, Curtis Philippon. I would like to thank our directors for their continued service, stewardship, and support of Gibson. Biographical information for each director nominee, together with committee memberships and other background information, is set out in our management information circular. In addition to our directors, we have the following members of our executive management team with us today. Dave Gosse, Senior Vice President and Chief Operating Officer, and Kelly Holtby, Senior Vice President of Commercial Development Canada. Thank you.
Thank you, Riley. We will now proceed with the formal business of the meeting. To deal with the formal portion of the meeting as effectively as possible, we have pre-arranged designated shareholders to move and second motions. This is no way intended to discourage any comments, questions on any motion. Only registered shareholders who have held their shares in their name as of the 18th of March, 2026, the record date of this meeting, or their duly appointed proxyholders, are entitled to vote on resolutions presented in this meeting. Should any registered shareholder or duly appointed proxyholder present in person at this meeting wish to speak on the matter, please raise your hand and a member of our team will bring you a mic.
For those registered shareholders or duly appointed proxyholders who have joined us online, questions and comments can also be submitted electronically on the Lumi platform by following the instructions on the platform. Unless your comments or questions relate to specific motions being considered at the time, please hold your comments until the question- and- answer period following the formal portion of the meeting. The annual general meeting of the shareholders of Gibson Energy Inc. will now come to order. I appoint Jon Ozirny, Vice President, Legal and General Counsel, to act as Secretary. I also appoint Nazim Nathoo of Odyssey Trust Company to act as Scrutineer. I have received a declaration prepared by Odyssey indicating that the notice of the meeting, information circular, and the form of proxy were mailed and delivered to shareholders as of record March 23rd, 2026.
With consent, reading of the notice of meeting will be dispensed with. Mr. Ozirny is requested to keep a copy of the notice of the meeting and Odyssey's declaration with the minutes. The scrutineers have provided me with the attendance report for the meeting, and I declare the requisite quorum of shareholders is present. Mr. Ozirny will keep the scrutineer's report with the minutes. I now declare that the meeting be properly called to order and is duly constituted for the transaction of business. Voting will be conducted by electronic ballot for registered shareholders or duly appointed proxyholders attending the meeting virtually. Paper ballots were provided for all matters of those attending the meeting in person.
Voting will be open for all resolutions at the same time, which will allow you to choose to vote for each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. For those who have not voted yet, simply click for, against, or withhold as applicable on your Lumi device if you are attending virtually. You will see confirmation immediately above the voting buttons once you have submitted your choice. For those attending the meeting in person, if you did not return your completed ballots to the registration table, please raise your hand after the final item of business has been read. The scrutineers will then collect the ballots. There will be an opportunity to ask questions on each resolution in turn. Once discussion on all items of business has 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. I'd like to tell you it gets more interesting, it doesn't. I've said this before, I really like that being called Chairman, and I'm gonna give you my children's phone number, and you could encourage them to address me in that manner. The first item of business is the presentation of the audited financial statements for the year ended December 31st, 2025 and 2024, together with the auditor's report herein. Shareholders will not be asked to approve the financial statements table. However, Riley Hicks will be available to answer any questions concerning financial statements you may have during the question- and- answer period following the formal portion of the meeting.
In addition, there are extra copies of the financial statements available to shareholders upon request or on our website or SEDAR+. The next item of business is the election of director nominees as set forth in the company's management information circular, being James Estey, Douglas Bloom, Judy Cotte, Heidi Dutton, Maria Hooper, Diane Kazarian, Margaret Montana. I got you this year. Khalid Muslih, Craig Richardson, and Curtis Philippon. The company bylaws contain advance notice provisions that require advance notice to the company of any other director nominees. Since no notice was received, the nominations for directors is now closed. May I please have a motion on the election of directors?
My name is Colin Gehr, Senior Supervisor, Maintenance, based in Moose Jaw, Saskatchewan. I've been a Gibson shareholder for 11 years. Over the past year, the team at Moose Jaw contributed to strengthening Gibson's safety culture by supporting the successful and safe execution of the turnaround at our Moose Jaw facility, completed with zero injuries. This included 23,800 contractor hours, 146 orientations, 663 permits, and 313 work orders. Mr. Chair, I nominate each of the individuals you have listed, and I move that each nominee be elected as a Director of Gibson Energy to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed.
Thank you very much. Congratulations on your accomplishments. May I please have a seconder for the motion?
Mr. Chair, I second the motion.
Thank you very much. The motion is now open for discussion. Jon, are there any questions?
There are no questions.
Thank you, Jon. If there are no questions, you may cast your vote at this time if you've not already done so. The next item of business is the appointment of the auditors for the ensuing year. May I please have a motion for the appointment of the auditors?
Sorry. My name is Cody Johnson, Senior Operations Supervisor based in Hardisty, Alberta, and I've been a Gibson shareholder for 14 years. This past year, the Hardisty team supported Gibson's commitment to safety by leading the turnaround at the DRU, delivering the project with zero injuries. The turnaround was completed ahead of schedule and under budget over a 25-day execution period with a peak workforce of 148 people on site and more than 27,000 combined hours worked, all with zero recordable or lost time injuries. Mr. Chair, I move that PricewaterhouseCoopers LLP chartered professional accountants be appointed auditors of the company until the next annual general meeting of the shareholders or until their successors are appointed and that their remuneration as such be fixed by the board of directors.
Thank you, Cody. 14 years means Cody bought the stock in the IPO, and to steal the Bank of Nova Scotia's saying, "You're richer than you think." Is there anybody from the Bank of Nova Scotia in here? Thank you. May I please have a seconder for the motion?
Mr. Chair, I second the motion.
You got a tough part, eh?
I know.
How long did it take you to learn your line?
A long time.
Thank you. The motion is now open for discussion and questions. Jon, any questions?
There are no questions.
Thank you. If there are no questions, you may cast your vote at this time if you've not already done so. The final item of business today is the advisory vote on the company's approach to executive compensation, which is described in detail in the company's information circular. As this is an advisory vote, the results will not be binding upon the board of directors. May I please have a motion for this advisory?
My name is Darcy Smith, operations specialist based in Edmonton, Alberta. I've been a Gibson shareholder for 11 years. This past year, Gibson's commitment to safety was supported through the Edmonton Industrial Ergonomics Initiative using AI to improve railcar loading practices and help achieve zero railcar loading recordable injuries. Mr. Chair, I move that the shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of the 2026 annual meeting of shareholders.
Thank you. May I please have a seconder?
Mr. Chair, I second the motion.
Phew. That's three times. Thank you. This motion is open for discussion and questions. Jon, any questions?
There are no questions.
Thank you. If there are no further questions, you may now cast your vote at this time if you've not already done so. All scheduled matters have been voted upon, we'll pause for a moment while the results are tabulated. I have been advised by the scrutineers that the results are more than 50% in favor of the nomination of each incumbent and director. In accordance with the legal requirements and our majority voting policy, I declare those nominated to be duly elected directors. I have also been advised by the scrutineers that all other motions presented today have been carried by a majority of shareholders. That concludes the formal portion of the meeting, and I direct that the scrutineers' report be kept by Mr. Ozirny with the minutes of the meeting.
I will now ask for a motion that the formal portion of the meeting be terminated.
My name is Chris Garcia, Terminal Operator at the Gateway Terminal in Ingleside, Texas. I've been a Gibson shareholder for two years. This past year, I supported Gibson's commitment to safety through successful and safe execution of Gateway's dock upgrades, dredging activities, and the Cactus II pipeline tie-in. These projects strengthen Gateway's export capabilities by improving marine loading efficiency, enabling larger vessel volumes, reducing customer shipping time and cost, and expanding access to additional crude supply for export. Mr. Chair, I move that this meeting be terminated.
A little history. This is Chris' first time in Canada, you know, we'd take you to a hockey game, Chris, they don't seem to be playing hockey here right now. We were thinking about what we would get you as a present for your first gift to Canada, the Beavertail shop was closed, I know you don't know what that is, you'll Google it and find out. I want you to step forward because we have a little gift for you. Maple syrup.
Thank you.
I want to thank the I second the motion individual who went out and bought it yesterday. That was more difficult than your line. All right, once more, may I have a seconder?
Mr. Chair, I second the motion.
Thank you. Carried. I declare the meeting terminated. Thank you, our shareholders, for participating in today's meeting. Before I turn the meeting over to Curtis, I would like to take a moment to recognize Gibson's industry-leading safety performance and the continued commitment of our people to Mission Zero. Please join me in a round of applause to thank everyone across Gibson for their outstanding work and dedication to keeping one another safe. I'd now like to turn the meeting over to Curtis Philippon, our President and CEO. After Curtis's presentation, the board and management will be happy to answer questions. At that time, if you have any questions, please raise your hand. Once the acknowledgement, a team member will bring you the mic.
If you joined us online, you may submit your questions through the Lumi portal, and one of Gibson's representatives will ask the question on your behalf. Curtis?
Thanks, Jim. Well, I couldn't be prouder of the safety culture, the safety program and the performance across the organization. You know, just thank you to everybody that took the time to travel here today to share a few of the snippets. There's so many great stories around the company that drive the industry-leading safety performance that we're all so proud to be a part of. Thank you very much. Maybe one more round of applause for that. I'm also incredibly proud of the ownership mindset that Jim talked about. You see it around the room, everybody online can't see it, but we've got a packed house, standing room only here. We've also got rooms all across Gibson right now that are tuned in, watching the AGM.
You know, there's a difference here that we have over 95% of employees that are shareholders of the company. It drives a different level of care, a different level of performance, that it really is a differentiator for us. It's just fantastic to see it firsthand, I fully believe it drives a different level of performance in our results. Thank you very much for that. Now, our strategy at Gibson Energy is fairly straightforward. We're crude-focused. We're built around these crown jewel crude infrastructure assets, and those assets couldn't be more important today as the world is facing an energy crisis, and our assets and our customers are playing a key role in delivering energy to the world to meet that need.
We're gonna see that need in the near term and in the long term. You know, using a disciplined approach to our business and with these assets and with this team, we're able to drive a very compelling story for shareholders, and we're gonna drive a very compelling return story for shareholders as we talk about that we invest with the expectation that we drive an over 100% return for shareholders over the next five years. At our Investor Day, back in December, we spent a fair bit of time walking through what is that strategy, how do we go about delivering on that compelling rate of total return for shareholders.
A key part of it is around driving a growth strategy that drives an over 7% infrastructure EBITDA per share growth rate over the next five years. We do that from a couple different angles. We do it from driving through some excellent growth capital projects over these five different verticals you see on the left-hand side of the screen, but we also drive it through driving additional optimization through our current assets. We talked about sort of driving 5% from projects, another 2% from just driving increasing efficiencies through our business. That's a key strategy for us to go drive this overall 7% + growth rate.
As you get into the last few months since this Investor Day, I couldn't be more pleased with the progress that the team's made on advancing those strategies. Number one, from a people perspective, we've spent a lot of time over the last few months and over the last year making sure we've got the right team embedded in different locations. We've got the right people to go drive the growth in the seats around the company. We've also made sure that team is very goal-oriented. I'm sure everybody in this room here that are employees know that we've spent a lot of time embedding a very goal-focused culture into the company. We've directly linked it to compensation to make sure people are very clear on what success looks like, and we've got good aligned execution really advancing the organization.
We've also spent some time doing some difficult work to make sure that we've got the team set up to be as lean as possible. We need to be lean and customer-focused in order to win, and we've done some difficult things over the last few months to make sure we've got the organization set up to be that customer-focused, lean organization. Secondly, we've advanced the Wink to Gateway project. We announced back in December the Wink to Gateway integration project. This project is a project where we're adding additional tank capacity in Wink, and we're doing some work at Gateway to twin the harvest line coming into the facility to remove bottlenecks. The project's really all about driving additional supply to Gateway customers.
I gotta tell you, when back in December when we sanctioned this project, it was a strong project. Today, in this export market and everybody's just craving as much volume as absolutely possible, this project has become critical, and we're quite pleased to say that it's advancing well on track to be in place for the back half of the year. Lastly, big news this week. It was a milestone week for us. On May 1st, we officially closed the CAD 400 million Chauvin acquisition. We couldn't be happier to welcome that team into the organization. There was a tremendous amount of work to get it to this point.
Just thank you to a number of people in this room that's put a lot of work making sure we had a seamless process to integrate that asset in. We couldn't be more excited to be welcoming 12 new employees from the Chauvin team into the Gibson organization. We're quite excited to start talking with customers now that we officially have the asset under Gibson control. I'll start with a couple shout-outs on the end here. This is a live picture from May the 1st. This is from on-site with our new Chauvin team, officially kicking off operations, quite excited to be now have our hands on that and get to work on a number of capital projects and talking with customers.
You know, this really extends the Hardisty platform for us, which is a key part of our business, and also gives us a real runway for future growth projects. Very excited to have that one in-house now. Second big shout-out that I'll end on is something Jim called out. It's a notable milestone that on March the 6th, we officially loaded our 1-billionth barrel in Gateway. It's just a staggering number when you step back and think about it, just from 1 billion barrels loaded since 2020 when the facility started. It continues to be just such a critical part of the overall energy story in the world. You know, it's great that Gibson's got a front row seat to that.
As we sit here today and we see what everything that's going on in the world, I fully expect that we're gonna be breaking a number of new records out of Gateway over the next coming months as export volumes continue to rise out of Corpus Christi. Congratulations to the Gateway team, and Chris is representing them here today. Thank you very much. I think I'll pause there. I think I have an obligatory note I need to say that I will need to pause for advisory statement there or do we pause for questions first? I'll now open the meeting for any questions. As we do this, we'll pause on the advisory statement before we conclude.
If you can read that, you've got great eyesight. You're in the wrong job if you can read that.
Is there any questions online? Well, thank you all for attending the 2026 Gibson Energy annual meeting, and please have a safe rest of your day. Thank you.