Keyera Corp. (TSX:KEY)
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Apr 30, 2026, 4:00 PM EST
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AGM 2024

May 14, 2024

Jim Bertram
Chair of the Board, Keyera Corp

Good morning. Before we begin, we would like to recognize and acknowledge the ancestral home, culture, and oral teachings of Treaty 7 signatories, which includes the Blackfoot Confederacy comprised of the Siksika, Kainai, Piikani First Nations, the Stoney Nakoda Nations comprised of the Chiniki, Bearspaw, and Goodstoney First Nations, as well as the Tsuut'ina First Nation. We acknowledge that this territory is also the home to the Métis Nation of Alberta Battle River Territory Districts 5 and 6. Welcome, everyone. My name is Jim Bertram, and I am the Chair of Keyera's Board of Directors. Thank you for joining us today for our 2024 annual meeting of shareholders. In order to allow all shareholders an opportunity to participate regardless of their geographic location, the meeting will be conducted via live audio webcast only.

While we are 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 am joined by Dean Setoguchi, Keyera's President and Chief Executive Officer, and Christy Elliott, Keyera's General Counsel and Corporate Secretary. Also joining us today is Doug Haughey, our Lead Independent Director and Chair of our Governance and Sustainability Committee. Eileen Marikar, Keyera's Chief Financial Officer, is also available 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 Christy to take us through the details of the meeting. Christy?

Christy Elliott
General Counsel and Corporate Secretary, Keyera Corp

Thank you, Jim. Welcome to our shareholders and all other guests participating in this meeting this morning. As Jim 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 Isabelle Brassard, Michael Crothers, Blair Goertzen, Doug Haughey, Gianna Manes, Michael Norris, Thomas O'Connor, Charlene Ripley, Dean Setoguchi, and Janet Woodruff. We will conduct today's meeting in three parts. First, we will complete the business portion of the meeting. During this portion, shareholders will have the opportunity to vote and 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 proxyholders who have logged onto the meeting using their 12-digit control number are able to vote during today's meeting. These shareholders and proxyholders 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 that you need to do. If you wish now to change your vote, you can submit your 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 polls will remain open until the conclusion of the business portion of the meeting. Shareholders and proxyholders 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. You may submit a question at any time from now until the conclusion of the Q&A 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 keyera.com shortly after the meeting. I would also like to remind you that some statements we make in this meeting may be considered forward-looking.

We also 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 at keyera.com or on SEDAR+ at sedarplus.ca. As the virtual format of this meeting depends on technology, we appreciate your patience in the event that we need to pause or experience technical issues during the meeting. I will now invite our Board Chair, Jim Bertram, to call the meeting to order.

Jim Bertram
Chair of the Board, Keyera Corp

Thank you, Christy. It is now shortly after 10:00 A.M. Mountain Standard Time on May 14th 2024. This meeting is officially called to order. As provided in our bylaws, I will act as Chairman of this meeting. Christy Elliott will act as Secretary. Jackie Fisher and Kendra Milton of Odyssey Trust 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 Christy to lead us through each of these business items. Christy?

Christy Elliott
General Counsel and Corporate Secretary, Keyera Corp

Thank you, Jim. I confirm that on April 12th 2024, the notice of meeting, related Management Information Circular, and Form of proxy were mailed to shareholders of record as of March 27th 2024. 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 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 read each business item. We will then pause briefly to enable shareholders and proxyholders an opportunity to vote and 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 of a more general nature will be addressed during the Q&A portion of the meeting. As Jim noted, voting for all business items is now open. Voting will remain open until the last item of business is concluded and voting is declared 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 have been received and will be 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 2023. The financial statements have been previously approved by the Board of Directors and previously mailed to shareholders. I confirm we've received no questions on the financial statements.

As no vote by shareholders is required or proposed with respect to the financial statements, I will 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 11. Accordingly, there are 11 directors nominated for election at this meeting. Information about each of our 11 director nominees is provided at pages 18-24 of our 2024 Management Information Circular. Shareholders have the ability to vote for or withhold from voting for each individual director nominee. In accordance with the advance notice provisions of our bylaws, the 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 the nominations closed. May I please have a motion on this item?

Speaker 4

My name is Mark Elliott. I'm a shareholder, and I move that each of Jim Bertram, Isabelle Brassard, 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.

Speaker 5

My name is Eva McLatt. I'm a shareholder, and I second the motion.

Christy Elliott
General Counsel and Corporate Secretary, Keyera Corp

Thank you. Mr. Chairman, I confirm we've received no questions on the election of directors. Shareholders and proxyholders are invited to submit their vote now if you have not already done so. If you have already voted or sent in your proxy, there is no need for you to do anything unless you wish to change your vote. The next item involves the appointment of Deloitte LLP Chartered Professional Accountants 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?

Speaker 4

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

Speaker 5

My name is Eva McLatt. I am a shareholder, and I second the motion.

Christy Elliott
General Counsel and Corporate Secretary, Keyera Corp

Thank you. Mr. Chairman, I confirm we've received no questions on the appointment of the auditors. Shareholders and proxyholders may submit their vote now if they've not already done so. Those who have already voted or sent in a proxy need not take any action unless you wish to change your vote. The last item of business is an advisory vote on the corporation's approach to executive compensation, commonly referred to as say-on-pay. The full text of this advisory resolution is set out at page 16 of our management information circular. The Board of Directors recommends shareholders vote to approve this resolution. I will now ask for a motion on this matter.

Speaker 4

My name is Mark Elliott. I'm a shareholder, and I move that the ordinary resolution set out at page 16 of the management information circular with respect to the corporation's approach to executive compensation be approved.

Speaker 5

My name is Eva McLatt. I'm a shareholder, and I second the motion.

Christy Elliott
General Counsel and Corporate Secretary, Keyera Corp

Thank you. Mr. Chairman, we have received no questions on this item. We invite shareholders and proxyholders to submit your vote now if you have not already done so. As this is the last item of business before the conclusion of the formal portion of this meeting, for those who have not voted on all resolutions, please do so now. Jim, I confirm that the shareholders have now had an opportunity to vote.

Jim Bertram
Chair of the Board, Keyera Corp

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

Christy Elliott
General Counsel and Corporate Secretary, Keyera Corp

Thank you, Jim. I have received the scrutineer's report and can confirm that the preliminary voting results are as follows. Each of the 11 nominated directors have been elected with an average support of over 96% of shares voted or represented at the meeting. Deloitte LLP have been duly appointed as the corporation's auditors for the upcoming year with average support of 85% of shares voted or represented at the meeting. Finally, the Say-on-pay advisory resolution has been duly approved with support of over 98% of shares voted or represented at the meeting. Final voting results will be filed on our website as well as SEDAR+ as soon as practicable after the meeting.

Jim Bertram
Chair of the Board, Keyera Corp

Thank you, Christy. As that concludes the formal business of the meeting, I now declare the formal business portion of the meeting to be terminated. I will 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 of the meeting. Dean?

Dean Setoguchi
President and CEO, Keyera Corp

Thanks, Jim, and good morning, everyone. I'm pleased to welcome you all to this event today. I'll turn your attention to the slides on the screen, which address the risks associated with forward-looking statements, non-GAAP, and other financial measures included in this presentation. This information can also be found on our website. At Keyera, our vision is to be the North American leader in delivering energy infrastructure solutions. Being a leader doesn't mean we need to be the biggest, but we want to be the very best at what we do. We achieve this through an unrelenting focus on safety, customer service, and value creation for all of our shareholders, stakeholders. I've never been more optimistic about the outlook for Keyera and the Canadian energy than I am today. Canada has world-class reserves and among the strongest human rights and environmental standards in the world.

This makes Canada a leading provider of the energy the world needs. Canada's competitive advantages include a commitment to climate action, a talented workforce, a stable democratic government, and advantaged proximity to the largest energy demand markets, being the U.S. and Asia. For the first time in many years, Canada's resource growth will be unconstrained. This is because we're finally getting the export capacity needed to get our resources to market. The map on the left highlights the massive resource potential of our basin and various sanctioned export capacity expansions. The Trans Mountain Pipeline expansion is now in service, and LNG Canada is nearing completion and is expected to be operational in 2025. As illustrated by the chart on the right, this is expected to cause a strong supply response leading to production growth across the basin. Keyera's integrated infrastructure is well-positioned to help enable this growth.

Natural gas production from the basin has grown 12% over the past three years, and over that time, Keyera's natural gas processing volumes have grown by about 25%. With the first phase of LNG Canada and other basin developments, there's nearly 4 Bcf per day of incremental demand pull from the basin out to 2028. This represents about 20% growth and could be more than 30% if you include the second phase of LNG Canada and other proposed West Coast LNG projects. Much of the supply required to meet this growing demand will come from the Montney and Duvernay, where Keyera has a very strong footprint. Producers who are investing to grow in these areas are financially stronger than ever. The expected growth has been compiled in the chart on the left, and as Canada's natural gas volume grows, so do the associated natural gas liquids.

Processing those liquids and getting them to the best markets is what Keyera does best. The map on the right illustrates how Keyera's integrated value chain is strategically located to continue to benefit from this growth. With KAPS in place, we now offer our customers a full range of value-added services. Our strategy has four pillars, which guide us towards delivering long-term value for our customers and shareholders. First is demonstrating financial discipline. We take a conservative approach to financial management, which has served us well through all market cycles. Second is continuing to drive the competitiveness of our assets. We maintain a relentless focus on cost, reliability, and customer service. Third is strengthening our integrated value chain, which we've done with the completion of KAPS and the acquisition of additional capacity at our KFS fractionation complex. Lastly is ensuring long-term business sustainability.

We're committed to continuous improvement in all aspects of our sustainability practices. This means continuing to lower emissions, investing in our people and communities, and maintaining the highest standards of corporate governance. Successful execution of our strategy led to Keyera's record performance in 2023. I'm very proud of the results we delivered last year, and I'll highlight just a few of our accomplishments. First and foremost, we delivered our best-ever safety performance in 2023. This result demonstrates the collective commitment of each and every Keyera employee and contractor. We delivered record realized margin from all three of our integrated business segments. This strong business performance has driven record financial results, including record annual Adjusted EBITDA over CAD 1.2 billion and record Distributable Cash Flow of CAD 3.73 per share. We increased our dividend by 4.2% and distributed CAD 449 million in dividends back to our shareholders.

We ended 2023 with a best-in-class leveraged position, providing financial strength and maximum optionality to continue to execute our strategy going forward. We also added significant long-term integrated agreements on KAPS and at KFS, demonstrating the long-term value of our assets. Lastly, we completed our Pipestone expansion ahead of schedule and below budget. Keyera is a business that generates strong returns and distributes stable and growing dividends back to our shareholders. With exceptional results in 2023, it's no surprise that we delivered on every component of our financial framework. Along with our best-in-class leveraged position, we generated a very competitive corporate return on invested capital of 16%, well above average for our peer group. Our dividend payout ratio was 53% of distributable cash flow, near the lower end of our targeted range. This reinforces the stability of our dividend.

Our objective is to continue to invest in our integrated platform to compound returns and keep growing our long-term stable cash flows. This, in turn, underpins continued dividend growth for our shareholders. Today, we released our first quarter results. As you can see on the slide, we're carrying the strong momentum from 2023 into 2024. A couple of highlights from this morning's disclosures are record quarterly realized margin from our Liquids Infrastructure segment, and we increased our 2024 guidance for our Marketing segment to a range of CAD 430 million-CAD 470 million. We expect continued strong performance from this segment due to the continued strength of our iso-octane business. Our results continue to reinforce the value of our fully integrated assets and our ability to connect customer volumes from well-head to the highest value-end markets.

Now that our Montney gathering and processing footprint is connected via the KAPS pipeline to our KFS fractionation complex, we can provide more value-added services for our customers. This integrated platform not only makes us more competitive but also provides opportunities for future growth. We now expect to reach the high end of our growth rate target of 6%-7% from 2022 out to 2025. We can deliver this growth largely with capital that's already been deployed. Growth beyond 2025 is supported by continued filling of available capacity across our system, along with additional investment opportunities. These opportunities include our KAPS Zone 4 expansion project and options to increase frac capacity at our KFS complex. We're continuing to advance these opportunities, and they're subject to attaining sufficient customer underpinning and board sanction. We're also mindful of positioning the company for the long term.

Further out, we continue to pursue our low-carbon hub strategy. This would leverage our existing land, assets, connectivity, expertise, and proximity to large industrial players to offer value-added low-carbon services. We're excited about Dow's recent Path to Zero announcement and believe that more low-carbon opportunities will be developed in Industrial Heartland in Alberta. We're uniquely positioned to create a very strong energy transition business. We continue to make progress on our sustainability journey, and I'll reference a few highlights here. We reduced GHG intensity by 13.5% from 2019 to 2022 and are on track to reach our reduction targets of 25% by 2025 and 50% by 2035. Furthermore, we've secured power purchase agreements to provide 40% of the company's commercial power needs from carbon-free sources by 2025.

Through our partnership with Project Forest, we're replanting trees and rewilding 32 hectares, about the size of 60 football fields of conservation land near our KAPS right away. On the social side, we contributed CAD 1.9 million to communities through our social investment program, and our employees volunteered over 9,000 hours through various charitable organizations. Our sustainability efforts are being recognized by leading ESG ratings agencies, including strong scores with MSCI, Sustainalytics, and Moody's. Later this year, we'll be publishing our latest sustainability and climate report, updating our progress in priority areas. We believe strong sustainability performance translates to better management of long-term risks and, therefore, a more profitable and resilient organization. Keyera has had a long history of generating superior returns. Our strategy is focused on maintaining financial discipline while building a stronger, more competitive business.

This approach has enabled our long history of sustainable dividend growth through various market cycles. We've delivered an average dividend per share growth rate of 6% per year for the last 15 years. With strategically located assets and a strong production growth outlook for the basin, we're well-positioned to continue to maximize value for our customers and shareholders. On behalf of Keyera's board of directors and the management team, I'd like to thank our employees, Indigenous rights holders, customers, shareholders, and other stakeholders for the continued support. I'll now turn it back to Jim to begin our Q&A period.

Jim Bertram
Chair of the Board, Keyera Corp

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

Christy Elliott
General Counsel and Corporate Secretary, Keyera Corp

Jim, I confirm we've received no questions.

Jim Bertram
Chair of the Board, Keyera Corp

Seeing that there are no further questions, this will now conclude our question and answer period. On behalf of the board and management of Keyera, I wish to thank you for your participation today and for your continued support of Keyera Corp. Thank you. Have a good day.

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