Keyera Corp. (TSX:KEY)
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Apr 30, 2026, 4:00 PM EST
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AGM 2022

May 10, 2022

Jim Bertram
Chair of the Board of Directors, Keyera

Good morning, and welcome everyone. My name is Jim Bertram. I am the Chair of Keyera's Board of Directors. Thank you for joining us today for our 2022 Annual Meeting of Shareholders. As you are aware, due to the public health risks associated with COVID-19, we have decided to hold this meeting in a virtual only format via live audio webcast. While we're unable to meet in person today, the meeting has been structured to enable our shareholders to vote on each item of business and submit questions during the meeting. Today, I'm joined by Dean Setoguchi, Keyera's President and Chief Executive Officer, and by Nancy Brennan, Keyera's Senior Vice President and General Counsel. Also joining us today is Douglas Haughey, our Lead Independent Director and Chair of our New Governance and Sustainability Committee. Eileen Marikar, Keyera's Chief Financial Officer, is also online to answer any questions.

The remainder of our Board of Directors and Keyera's executive team, as well as representatives of Deloitte LLP, Keyera's independent auditors, are also attending today's meeting virtually. I will now ask Nancy to take us through the details of the meeting. Nancy.

Nancy Brennan
SVP and General Counsel, Keyera Corp

Thank you, Jim, and welcome to our shareholders and all other guests participating in our meeting this morning. As Jim has noted, today we are joined online by our Board of Directors, each of whom have been nominated for election at this meeting. In addition to our chair, Jim Bertram, our directors are as follows: Michael Crothers, Douglas Haughey, Blair Goertzen, Gianna Manes, Michael Norris, Tom O'Connor, Charlene Ripley, Dean Setoguchi, and Janet Woodruff. We will conduct today's meeting in three parts. First, we will address the business portion of the meeting, during which shareholders will have the opportunity to vote and to submit questions on each item of business described in our notice of meeting. Following the business portion of the meeting, our CEO, Dean Setoguchi, will provide a brief presentation and business update on Keyera.

The final portion of the meeting will consist of a question -and -answer session to address inquiries that have been submitted online during the meeting. Please be reminded that only shareholders and proxy holders who have logged on to the meeting using their 15-digit control number are able to vote during today's meeting. These shareholders and proxy holders may vote on any and all business items at any time during the business portion of the meeting. Thank you to those shareholders who voted prior to the meeting. If you voted in advance and do not wish to change your vote, there is nothing further you need to do. If, however, you do wish to change your vote, you can submit your new vote online during the meeting. This action will have the same effect as revoking your previously submitted proxy. Instructions on how to vote will appear on your screens.

To vote, please click on the Voting tab at the top of the online platform. Voting will remain open until conclusion of the business portion of the meeting. Shareholders and proxy holders may also submit questions at any time during the meeting. To submit a question, please use the Ask a Question tab at the top of the online platform. Questions may be submitted at any time from now until conclusion of the question -and -answer portion of the meeting. We will endeavor to address as many of the questions submitted as we can during the meeting. Unanswered questions will be addressed on our website at www.keyera.com shortly following the meeting. I would like to remind you that some statements made during this meeting may be considered forward-looking.

We encourage you to review the cautionary statements and other information contained in our filings on SEDAR, which outline a number of factors that could cause actual results to differ materially from those projected in any forward-looking statements made during the meeting. Copies of these filings are available on our website or on SEDAR at www.sedar.com. As the virtual format of this meeting depends on technology, we appreciate your patience in the event we need to pause or experience technical difficulties during the meeting. I will now invite our Board Chair, Jim Bertram, to call the meeting to order.

Jim Bertram
Chair of the Board of Directors, Keyera

Thank you, Nancy. It is now shortly after 10 A.M. Mountain Standard Time on May 10th, 2022 . This meeting is officially called to order. As provided in our bylaws, I will act as chairman of this meeting. Nancy Brennan will act as secretary. Stephanie Tuss and Ramier Espinas of Computershare Trust Company of Canada have been appointed to act as scrutineers for the meeting. We will now deal with the business items specified in the notice of the meeting. Voting on these items will be conducted by poll. You may vote on all or any one of the business items at any time prior to closing of the polls. I now declare voting to be open on all resolutions. I now ask Nancy to lead us through each of these business items. Nancy.

Nancy Brennan
SVP and General Counsel, Keyera Corp

Thanks, Jim. I can confirm that on April 6th, 2022, the notice of meeting, related management information circular, and form of proxy were mailed to shareholders of record as of March 23rd, 2022. The scrutineer's report shows that a quorum of shareholders is present for the transaction of business at this meeting. A copy of the scrutineer's report, along with an affidavit confirming the mailing of the notice of meeting and related meeting materials, will be filed with the records of today's meeting. With respect to the formal business portion of the meeting, I will now read each business item. We will then pause briefly to enable shareholders and proxy holders an opportunity to vote and to confirm whether any related questions have been submitted through the online platform.

Where a question has been received on a specific business item, we will seek to address it at that time. Questions which are of a more general nature will be addressed during the question -and -answer portion of the meeting. You may submit any questions regarding these items using the online platform now. As Jim has noted, voting for all business items is now open. Voting will remain open until the last item of business is concluded, at which time Jim will declare voting to be closed. Certain shareholders have volunteered to move or second the motions in respect of each business item. I will call on these individuals at the appropriate time. Preliminary voting results will be received and announced at the conclusion of the formal business portion of the meeting.

The first item of business is to receive the audited consolidated financial statements for the year ended December 31st, 2021. The financial statements have been approved by our Board of Directors and have been previously mailed to shareholders. I can confirm that we've received no questions on the financial statements. As no vote is required by shareholders with respect to the financial statements, I will now proceed to the next item. The second item of business is the election of directors. The Board has fixed the number of directors to be elected at this meeting at 10. Accordingly, there are 10 directors nominated for election at the meeting. Information about each of our 10 director nominees is provided at pages 19 through 24 of our 2022 management information circular. Shareholders have the ability to vote for or against each individual director nominee.

In accordance with the advance notice provisions of our bylaws, only persons nominated to stand for election at this meeting are the director nominees set forth in our management information circular. As there are no further nominations, I declare those nominations to be closed. May I please have a motion on this item.

Michael Reed
Shareholder, Private Investor

My name is Michael Reed. I'm a shareholder, and I move that each of Jim Bertram, Michael Crothers, Doug Haughey, Blair Goertzen, Gianna Manes, Michael Norris, Tom O'Connor, Charlene Ripley, Dean Setoguchi, and Janet Woodruff be hereby elected Directors of Keyera Corp. to hold office until the next annual meeting of shareholders or until their respective successors have been appointed.

Jennifer Lam
Shareholder, Private Investor

My name is Jennifer Lam. I am a shareholder, and I second the motion.

Nancy Brennan
SVP and General Counsel, Keyera Corp

Thank you, Jennifer. Jim, I can confirm that we have received no questions on the election of directors. Shareholders and proxy holders are invited to submit their vote now if you have not already done so. If you have already voted or sent in a proxy, there's no need to do anything unless you wish to change your vote at this time. The next item of business involves the appointment of Deloitte LLP as the corporation's independent auditors for the upcoming year. The Board of Directors recommends the appointment of Deloitte LLP as auditor. May I please have a motion on this matter.

Michael Reed
Shareholder, Private Investor

My name is Michael Reed. I'm a shareholder, and I move that Deloitte LLP Chartered Accountants be appointed auditors of the corporation to hold office until the next annual meeting of shareholders at such remuneration as shall be fixed by the Board of Directors.

Jennifer Lam
Shareholder, Private Investor

My name is Jennifer Lam. I am a shareholder, and I second the motion.

Nancy Brennan
SVP and General Counsel, Keyera Corp

Thank you, Jennifer. Jim, I can confirm that we have received no questions on the appointment of our auditors. Shareholders and proxy holders may submit their vote now if you have not already done so. Those who have already voted or sent in a proxy need not take any further action unless you wish to change your vote at this time. Our next item of business involves the approval of Keyera's long-term incentive plan. The full text of this resolution is set out at page 17 of our 2022 management information circular. The Board of Directors recommends that shareholders vote to approve Keyera's long-term incentive plan, including the ability to settle future vested long-term incentive grants using shares issued from the corporation's treasury. May I please have a motion on this matter.

Michael Reed
Shareholder, Private Investor

My name is Michael Reed. I am a shareholder, and I move that the resolution set out at page 17 of the 2022 management information circular with respect to Keyera's long-term incentive plan be approved.

Jennifer Lam
Shareholder, Private Investor

My name is Jennifer Lam. I am a shareholder, and I second the motion.

Nancy Brennan
SVP and General Counsel, Keyera Corp

Thank you, Jennifer. Jim, I can confirm that we've received no questions on this item. Shareholders and proxy holders may submit their vote now if you've not already done so. Those who have already voted or sent in a proxy need not take any action at this time unless you wish to change your vote. Our last item of business is an advisory vote on the corporation's approach to executive compensation, commonly referred to as a say on pay vote. The full text of this advisory resolution is set out at page 18 of our 2022 management information circular. The Board of Directors recommends that shareholders vote to approve this resolution. I will now ask for a motion on this matter.

Michael Reed
Shareholder, Private Investor

My name is Michael Reed. I'm a shareholder, and I move that the resolution set out at page 18 of the management information circular with respect to the corporation's approach to executive compensation be approved.

Jennifer Lam
Shareholder, Private Investor

My name is Jennifer Lam. I am a shareholder, and I second the motion.

Nancy Brennan
SVP and General Counsel, Keyera Corp

Thank you, Jennifer. Jim, I can confirm that we've received no questions on this item. We again invite shareholders and proxy holders to submit their vote now if you've not already done so. As this is the last item of business before the meeting, for those who have not voted on all resolutions, we encourage you to do so now.

Jim Bertram
Chair of the Board of Directors, Keyera

Thank you, Nancy. As everyone has now had an opportunity to vote, I now declare the voting polls for the meeting to be closed. Nancy, I would ask that you now please read the preliminary voting results for the meeting.

Nancy Brennan
SVP and General Counsel, Keyera Corp

Thank you, Jim. I have now received the scrutineer's report and can confirm the voting results to be as follows. Each of our 10 nominated Directors have been elected with an average support of approximately 99% of shares voted or represented at this meeting. Deloitte LLP have been duly appointed as the corporation's auditors for the upcoming year with average support of approximately 86% of shares voted or represented at the meeting. Our long-term incentive plan ordinary resolution has been duly approved with support of approximately 98% of shares voted or represented at the meeting. Finally, our say on pay advisory resolution has also been duly approved with support of approximately 97% of shares voted or represented at this meeting. Final voting results will be filed on our website as well as on SEDAR as soon as practicable following the meeting.

Jim Bertram
Chair of the Board of Directors, Keyera

Thank you, Nancy. As that now concludes the formal business of the meeting, I now declare the formal business portion of the meeting to be terminated. I would like to now turn the meeting over to Keyera's CEO, Dean Setoguchi, who will provide a brief management presentation. Dean's presentation will be followed by a question -and -answer session to address inquiries submitted during the meeting. You may continue to submit questions using the online platform until conclusion of the question -and -answer session at the meeting. Dean.

Dean Setoguchi
President and CEO, Keyera Corp

Thanks, Jim, and hello, everyone. Thanks for joining us today. I'm pleased to have the opportunity to be here as Keyera's CEO. Our mission of connecting energy for life is as important as ever, especially with the backdrop of events in Ukraine and the increased focus on energy security. Canada has among the most ample, lowest cost resources in the world, and our energy is responsibly produced. Canada will play a major role in supplying the world the energy it needs, and Keyera will be there to connect this energy to the markets that need them. Before I continue, I'd like to remind everyone about the risks associated with the forward-looking statements, non-GAAP and other financial measures included in this presentation. We want to be the North American leader in delivering energy infrastructure solutions.

This doesn't mean we have to be the largest, but we do want to be the best at what we do. This means no one gets hurt. A safe company is a reliable company. That reliability ties into customer recognition. We've always been a very customer-focused company, and we want to be the preferred service provider of choice. If you're good at safety and are customer-focused, that translates into share value for shareholders. This, along with a focus on returns and growing DCF and dividends per share, will provide best-in-class total shareholder returns. Our strategy. We recently hosted our Investor Day where we shared our four pillars of our strategy. I want to emphasize again that everything starts with safety. It begins with ESG leadership. Our company has always been a high-integrity company.

We've always sought to treat our stakeholders with respect, and we're committed to improving all elements of our environmental, social, and governance performance. We'll continue to be financially disciplined. This approach has served us well and has allowed us to maintain a consistently strong financial position while generating value for shareholders. Next, driving the competitiveness of our assets. We have an unrelenting focus on cost, reliability, customer service, and leveraging our integrated platform to increase margins. Lastly, we're strengthening our integrated value chain. For example, our KAPS project will be complete in the first quarter of next year. This strategy keeps us focused and continues to drive strong performance. Our company's performance in 2021 demonstrated the resilience of our business, execution discipline, and the strength of our team. I'm proud of the successful results that we've delivered.

Our number one priority continued to be the safety of our employees and the community, and I'm proud to share our annual TRIF went down by 33% year-over-year. We delivered record annual margins in the G&P and Liquids Infrastructure segments, leading to CAD 956 million of adjusted EBITDA and CAD 669 million in DCF. We distributed CAD 423 million in dividends back to shareholders, keeping the dividend payout ratio of 60%-63%, well within our targeted range of 50%-70%. We exited the year with a strong balance sheet and investment-grade credit ratings. In 2021, we also published our inaugural climate report, which included our GHG emissions reductions targets.

This morning, we released our financial results for the first quarter of 2022, and you can see a few highlights on the slide that show a continuation of our strong performance. We had strong contributions for each of our three business segments. In our G&P segment, our volume grew by 8% year-over-year, largely driven by our Pipestone gas plant, which is effectively full. Further, we're progressing opportunities to expand its capacity. In our Liquids Infrastructure segment, we see continued high demand for all services, including near-record volumes flowing through our industry-leading condensate system. Our marketing segment delivered another strong quarter, a result of continued strength in commodity pricing and a 12% year-over-year increase in sales volumes. We delivered strong adjusted EBITDA and DCF per share. Debt leverage is also at the low end of our target range. At Keyera, thank you.

At Keyera, ESG is not a check-the-box exercise. We embrace it because we believe in it, and it can strengthen our competitive position, make us more profitable, and support our long-term sustainability. We've been progressing well along our ESG journey. In 2021, we released our first climate report, which included new GHG emissions reductions targets of 25% by 2025 and 50% by 2035. We also took steps to further integrate ESG factors into our core decision-making framework. This included the creation of a new governance and sustainability committee of the Board. We are pleased that our approach has been favorably recognized by ESG rating agencies and stakeholders. You can expect our next ESG report later this year, which will provide an update on our progress against our ESG priorities. I'll now touch briefly on our social performance. Safety remains our number one priority.

In the last five years, we've reduced our TRIF by 50%. We have a highly diverse workforce. Our people and culture are the foundation of our business, and we remain committed to diversity and inclusion. We have been committed to engaging and collaborating with our Indigenous communities. As an example, approximately 17% of our KAPS project construction spend to date has been completed by Indigenous-owned and/or Indigenous-affiliated businesses. In 2022, we also realigned our community investment program. Through collaboration, our programs and investments seek to contribute to the overall health and resiliency of the people and communities connected to our activities. Going forward, the world will need more of all forms of energy, including hydrocarbons. Canada ranks amongst the best in all three aspects of E, S, and G.

It is well-positioned to be a supplier of the responsibly produced energy the world needs today as the world transitions to low-carbon energy sources for the future. Keyera stands to benefit from the expected growth in Canadian NGL supply. Our KAPS pipeline will connect producers in the high-growth Montney region to our liquids infrastructure business in Edmonton and Fort Saskatchewan. I will note KAPS Zones 1 to 3 remains on schedule and the project is now nearly 70% complete. We're also working on an opportunity that we refer to as Zone 4, which would connect KAPS to the BC border and capture volumes from the BC Montney Fairway. When a molecule of energy flows through our system, we charge a fee as it touches each segment of our business. This slide shows visible opportunities to drive margin growth and returns across our value chain.

The completion of KAPS in the first quarter of next year provides an additional platform for growth for our business. Basin projects like this fit well with our strategy and help us grow DCF. Energy transition is happening. There's been a paradigm shift of the world's expectations for the need for lower carbon products. This is being driven by several factors such as world population growth, government commitments to reduce emissions, and a rising interest in ESG, to name a few. We recognize in the near term there's a lot of focus on energy security, but that's not gonna change the direction and the momentum towards a lower carbon energy future. Alberta represents approximately 38% of Canada's overall GHG emissions, of which about 27% comes from the Edmonton and Fort Saskatchewan corridor, where our assets and expertise already exist.

Our low-carbon hub strategy will leverage our advantaged land position and existing infrastructure, which includes a hydrogen pipeline, to help us decarbonize our business and help our customers decarbonize theirs. We recently announced that we are collaborating with Shell Canada on potential low-carbon projects in Alberta's industrial heartland. We are uniquely positioned to keep pace with the energy transition and do it when it makes economic sense. As shown on the right, our large undeveloped land at Josephburg will act as a focal point for our low-carbon hub strategy. We're working to build a cost-competitive energy transition midstream business working with strategic counterparties. Our approach has a track record of delivering stable and growing dividends per share through various cycles and market conditions. Keyera's team remains committed to delivering dividend growth and creating long-term shareholder value.

On behalf of Keyera's Board of Directors and the management team, I'd like to thank our employees, customers, shareholders, and other stakeholders for their continued support.

Jim Bertram
Chair of the Board of Directors, Keyera

Thank you, Dean. We will now open the question -and -answer session to respond to any questions submitted during the meeting. Nancy, can you please read any questions that have been submitted during the meeting?

Nancy Brennan
SVP and General Counsel, Keyera Corp

Jim, I can confirm that we've received no questions.

Jim Bertram
Chair of the Board of Directors, Keyera

Seeing that there are no further questions, this concludes our Management of Keyera. I wish to thank you for your participation today and for your continued support of Keyera. We wish all the best and hope each and every one of you and your loved ones stay healthy and safe. Thank you.

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