Good morning. Before we begin, Keyera acknowledges and is grateful for the histories, cultures, and traditions of the First Nations, Inuit, and Métis peoples that are embedded in the treaty and traditional lands of Canada. We thank the original inhabitants for these lands, generations past, present, and future for sharing your homelands with us. 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 2026 annual and special meeting of shareholders. We're holding the meeting in person and online, applying technology by allowing virtual participation to make the meeting more relevant, accessible, and engaging for all involved, permitting a broader base of shareholders to participate regardless of their geographic location.
Today, I'm joined by Dean Setoguchi, Keyera's President and Chief Executive Officer and Christy Elliott, Keyera's General Counsel and Corporate Secretary. I'm also joined by Eileen Marikar, Keyera's Chief Financial Officer, who is available to answer any questions. Our 2026 director nominees and Keyera's executive team, as well as representatives Deloitte LLP, Keyera's independent auditors, are also attending today's meeting in person or virtually. Before beginning the formal part of the meeting, I wish to take a few moments on behalf of the board to acknowledge two individuals who have been instrumental to Keyera and its success. I wish to acknowledge Thomas O'Connor and Gianna Manes, who are not standing for re-election to the board at this meeting.
On behalf of the board, I wish to extend our deepest appreciation and sincere gratitude to Tom and Gianna for their many contributions as directors, including Gianna acting as Chair of our Human Resource Committee and Tom acting as a member of the Audit Committee and the HSE Committee. I wish to thank you both for your service as directors and extend our best wishes to you and your families in the future. I will now ask Christy to take us through the details of the meeting. Christy.
Thank you, Jim. Welcome to our shareholders and all other guests attending the meeting this morning. Today, we are joined in person and online by our Board of Directors. As Jim noted, Thomas O'Connor and Gianna Manes are not standing for re-election. In addition, Renee Zemljak is standing for election to the board for the first time at this meeting. All remaining current directors, including our Chair, Jim Bertram, have been nominated by the board for election at this meeting. Our nominated directors standing for election are Jim Bertram, Isabelle Brassard, Michael Crothers, Blair Goertzen, Tim Kitchen, Bob Pritchard, Charlene Ripley, Dean Setoguchi, Janet Woodruff, Renee Zemljak. 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, our President and Chief Executive Officer, 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. We remind you that only shareholders and proxy holders who are attending in person or who have logged onto the meeting using their 12-digit control number are able to vote today. 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's nothing further you need to do. If you wish to change your vote, you can submit your vote using the paper proxy or online during the meeting. This action will have the same effect as revoking your previously submitted proxy. For those attending online, instructions on how to vote will appear on your screens. Voting polls will remain open until the conclusion of the business portion of the meeting. Shareholders and proxy holders may also submit questions at any time during the meeting. If you're attending online and wish to submit a question, please select the messaging tab and enter your comment or question in the ask a question box. 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. Unanswered questions will be addressed on our website at keyera.com shortly after the meeting. I would also like to remind you that some of the statements made in 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 at keyera.com or on SEDAR at sedarplus.ca. As the virtual component of this meeting depends on technology, we appreciate your patience in the event we need to pause or experience technical issues. I will now invite our Board Chair, Jim Bertram, to call the meeting to order.
Thank you, Christy. It is now shortly after 10:00 A.M. Mountain Time on May 14th, 2026. 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, and Nazim Nathoo of Odyssey Trust has been appointed to act as scrutineer. 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 will now ask Christy to lead us through each of these business items. Christy?
Thank you, Jim. I can confirm on April 14th, 2026, the notice of meeting, related circular, and form of proxy were mailed to shareholders of record as of March 26th, 2026. 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 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. 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 motions in respective 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, 2025. The financial statements have been approved by the Board of Directors and previously mailed to shareholders. I confirm we have received no questions on the financial statements.
As no shareholder vote 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 10. Accordingly, there are 10 directors nominated for election at this meeting. Information about each of our 10 director nominees is provided on pages 25 through 46 of our circular. Shareholders have the ability to vote for or withhold from voting for each individual director nominee. In accordance with the advanced notice provisions of our bylaws, the only persons nominated to stand for election at this meeting are the director nominees set forth in our circular. As there are no further nominations, I declare the nominations closed. May I please have a motion on this item?
Morning, my name is Jerrad Kubik and I am a shareholder, and I move that each of Jim Bertram, Isabelle Brassard, Michael Crothers, Blair Goertzen, Tim Kitchen, Bob Pritchard, Charlene Ripley, Dean Setoguchi, Janet Woodruff, and Renee Zemljak be hereby elected directors of Keyera Corp to hold the office until the next annual meeting of the shareholders or until their respective successors have been appointed.
My name is Brandon Wood. I am a shareholder and I second the motion.
Thank you. Mr. Chairman, I confirm we have received no questions on the election of directors. Shareholders and proxy holders are invited to submit their vote now if you've not already done so. The next item involves the appointment of Deloitte LLP Chartered Professional Accountants as Keyera'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?
My name is Jerrad Kubik. I am a shareholder and I move that Deloitte LLP Chartered Professional Accountants be appointed auditors of Keyera to hold the office until the next annual meeting of shareholders at such remuneration as shall be fixed by the Board of Directors.
My name is Brandon Wood. I am a shareholder and I second the motion.
Thank you. Mr. Chairman, I confirm we have received no questions on the appointment of auditors. Shareholders and proxy holders may submit their vote now if they have not already done so. The next item involves the reconfirmation and approval of Keyera's shareholder rights plan. The shareholder rights plan was last approved by shareholders at our May 9th, 2023 annual meeting of shareholders. The shareholder rights plan must be approved by shareholders every three years. The full text of this resolution is set out on page 23 of our circular. The Board of Directors recommends that the shareholders approve this resolution. May I please have a motion?
My name is Jerrad Kubik. I am a shareholder and I move that the resolution set out on page 23 of the circular with respect to Keyera's shareholder rights plan be approved.
My name is Brandon Wood. I am a shareholder and I second the motion.
Thank you. Mr. Chairman, I confirm we've received no questions on this item. Shareholders and proxy holders may submit their vote now if they have not already done so. The last item of business is an advisory vote on Keyera's approach to executive compensation, commonly referred to as say on pay. The full text of this advisory resolution is set out at page 24 of our circular. The Board of Directors recommends shareholders vote to approve this resolution. I will now ask for a motion on this matter.
My name is Jerrad Kubik. I am a shareholder and I move that the ordinary resolution set out on page 24 of the circular with respect to Keyera's approach to executive compensation be approved.
My name is Brandon Wood. I am a shareholder and I second the motion.
Thank you. Mr. Chairman, I can confirm we've received no questions on this item. We invite shareholders and proxy holders to submit their 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 the 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.
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 of the meeting.
Thank you, Jim. I have received the scrutineer's report and can confirm that the preliminary voting results are as follows. Each of the 10 nominated directors have been elected with an average support over 96% of shares voted or represented at the meeting. Deloitte LLP have been duly appointed as Keyera's auditors for the upcoming year with average support of 82.73% of shares voted or represented at the meeting. The shareholder rights plan reconfirmation and approval resolution has been duly approved with support of over 96.32% of shares voted or represented at the meeting. Finally, the say on pay advisory resolution has been duly approved with support of over 96.53% 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.
Thank you, Christy. 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 turn the meeting over to Keyera's President and Chief Executive Officer, 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 in the online platform until conclusion of the question- and- answer session or ask questions in person. Dean?
Thanks, Jim. Good morning, everyone and thank you for attending today's event. Before we begin, I wanna take a moment to thank retiring Directors Tom O'Connor and Gianna Manes for their contributions and service over the last several years. Tom joined our board in 2014, and Gianna joined our board in 2017. Their insight, expertise, and thoughtful guidance have helped shape Keyera into what it is today. It's been a privilege to work alongside them, and their contributions to Keyera will be felt for years to come. I wanna welcome our newly elected Director, Renee Zemljak. We're fortunate to have such an accomplished individual join our board, and I look forward to working with Renee as we continue to grow and move Keyera forward. Before I get started, please note the forward-looking information and non-GAAP financial measures on the screen.
This information is also available on our website and I'll spare you from reading all that. I'll kick it off with Keyera's strategic priorities, which are on the right side of the slide. Starting with financial discipline, which has always been a core focus of ours. We prioritize maintaining a strong balance sheet and our investment criteria is focused on growing stable fee-for-service cash flows, which in turn support attractive shareholder returns. Next, we drive competitiveness of our assets through a focus on safe, reliable operations, combined with a competitive cost structure. Next, we strengthen our integrated value chain by extending our asset footprint and providing efficient access to high-value markets for customers. Lastly, long-term sustainability is embedded in our strategy. We proactively manage risk, reduce environmental impact, and maintain strong collaborative stakeholder relationships.
To execute our strategy, Keyera focuses on three priorities, which are safety, competitiveness, and growth, seen here on the left side of the slide. Each year, we set goals under each priority to advance our strategy. These goals align our alignment across the organization with each team setting objectives that support our three priorities. This focus enables measurable progress in delivering our strategy year after year. 2025 is a great example of our discipline execution. Let me highlight the key achievements that advanced our strategy. We sanctioned the Frac II debottleneck and KFS Frac III expansion, further strengthening our frac platform and highly contracted long-term capacity additions. We executed a commercial agreement with AltaGas to extend our value chain and provide diversified access to international markets in Asia, helping deliver stronger netbacks for our customers.
We also sanctioned KAPS Zone 4, expanding our pipeline network to access growing liquids-rich Montney production in Northeast B.C. and Northwest Alberta under long-term contracts. Of course, the transformational acquisition of Plains' Canadian NGL business. This deal makes us more efficient, extends our integrated value chain into Eastern Canada and the U.S., and creates a platform for accelerated capital-efficient growth. We also completed the Simonette East Gas Plant acquisition for approximately CAD 200 million, adding approximately 68 million cubic feet per day of processing capacity. We divested the non-core Wildhorse Terminal to recycle capital into higher return opportunities. Together, these actions reflect disciplined execution and meaningful progress against our strategy. Keyera continues to have a strong focus on the management of long-term risks. This is partly achieved through our sustainability program.
Last year, we announced that we achieved our 2025 greenhouse gas emissions intensity target one year early. We realized a 28% reduction from our 2019 baseline, exceeding our goal of a 25% reduction. Absolute emissions are also down 9% over the same period. On governance, 40% of our senior leaders and 40% of our independent directors are female, and our board committees are 100% independent. Say-on-pay support has averaged 97% over the last three years. You can see along the top of the slide some third-party recognition which reinforces our progress. Financial discipline has long been a part of Keyera's DNA, and our capital allocation framework reflects that commitment. Our priority is the strength of the balance sheet.
We exit 2025 below the bottom end of our leverage target and continue to maintain an investment-grade credit rating. After that, we balanced deploying capital between reinvesting in our fee-for-service business and returning value to shareholders. We have a long history of sustainable dividend growth. We once again increased the dividend by 4% this past year. We aim to allocate capital in a manner that creates the most value for shareholders. Keyera, at its core, is a service-orientated company. Delivering value to our customers is central to everything that we do. Our differentiated liquid supply and market access directly enhance customer netbacks, giving producers a compelling reason to choose Keyera. By continually driving competitiveness across our services, we're able to offer superior value, which in turn strengthens our customer relationships and increases throughput volumes across our integrated platform.
Our marketing segment further reinforces this value proposition by working alongside customers to seek the highest possible netback, ensuring our services are fully aligned with their preferences. Ultimately, delivering more value for customers translates into delivering more value for our shareholders. This chart tells a powerful story and highlights our successful track record. Since 2008, Keyera's delivered a 7% compound annual growth rate in distributable cash flow per share and a 6% CAGR in dividends per share. Now, what makes this remarkable is the consistency. We grew through the 2008 financial crisis, the 2015 commodity price collapse, and the COVID-19 pandemic without ever cutting our dividend. That resilience is driven by a fee-based business model that provides cash flow stability and disciplined capital allocation that has kept leverage consistently within target.
Growing cash flow, growing dividends, and a strong balance sheet is a value proposition we continue to deliver to shareholders. Let me turn to the transformative Plains acquisition. We're thrilled to have closed the deal. This transaction is a natural extension of our strategy to extend our integrated value chain. It enhances connectivity across our system and improves our ability to efficiently process, transport, and market products. For our customers, the combined platform provides improved access to key markets, greater flexibility, and increased reliability. It also represents an important step for Canada, bringing critical energy infrastructure under Canadian ownership and supporting the development of a more efficient NGL network. Looking ahead, we will continue to enable basin growth by extending our integrated value chain in a disciplined and capital-efficient manner.
The runway ahead remains significant. We're confident our strategy will continue to deliver attractive long-term returns and sustainable growth. Let me close with three takeaways. Keyera has a clear strategy focusing on strengthening and extending our integrated value chain. We continue to execute that strategy through disciplined capital allocation and highly strategic investments that improve connectivity, competitiveness, and customer value. With a more efficient platform and a deep inventory of growth opportunities, we're well-positioned to continue delivering sustainable long-term growth and returns. With that, I'll turn it back to Jim for Q&A.
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?
Jim, there have been no questions submitted during the meeting.
Thank you. Seeing as there are no further questions, this concludes our question- and- answer period.
Ask if there's any-
Pardon me?
Ask if there's any questions in the room.
Oh, is there any questions in the room? Oh, I got a hand up here.
Oh, maybe.
Yep.
My name is Richard Bomhof.
Oh.
My name is Richard Bomhof. As of the date, I was a shareholder. I don't know if I am right now. What I was wondering about is I'm a little concerned about swaps. Do you use swaps?
Well, thank you for that, Richard. Dean or Eileen, would you like to answer?
If you're talking about financial swaps, for our hedging program, we do use financial instruments. For us, we want to provide a stable cash flow with our marketing business so we basically market physical product and what we aim to do is to make sure that we lock in margin. Sometimes, you know, we incur hedging losses because of that. Again, what's important for us is to basically lock in a and hedge a sustainable cash flow, and that's why we use different financial instruments to support that program.
Thank you.
Yeah. Thank you for your question, Richard.
There's another question, I believe.
Back here. Yep.
Okay. My name is Bill Manaluk, and I am a shareholder.
Thank you for your support.
You're welcome. I may have trouble formulating this question 'cause it's based on efficiency. Efficient business efficiencies that you'd get with the combination with Plains and whether they would outweigh any problems or concerns that there might be over any increase in charges that you might develop with your customers, with your new business. This is related to the concerns with the Competition Bureau.
Right.
Does that make sense?
I think I understand your question. You know, first of all, we're in a process with a tribunal, we can't speak directly to that. What I can say is that we are a service company, our focus is to deliver the most efficient, cost-effective, reliable service for our customers. With this platform, we are gonna be more efficient. You know, we'll have more redundancy in our system. If you look at our frac complexes, you know, whenever one complex is down, we have the assets that we can continue to allow product to flow and catch up on fracking and processing that product at a later time. For producers, what we're trying to do is to maximize their cash flow.
The more we can provide that reliable service, the more profitable they'll be and the happier they're gonna be. Our intention is not to increase prices. It's quite the opposite. We think that we'll have a more cost-effective operation, and a lot of those costs flow through to our customers. We believe that we'll be able to provide our service at a lower cost, not a higher cost than they receive today. At the same time, you know what, a big part of our service is getting their NGLs to high-value markets. With this cross-Canada NGL corridor and assets that we have now, we're gonna be able to access those high-value markets more efficiently, which again, will translate to higher value for our customers. Thank you for your question.
Any other questions from the audience? Not seeing any hands, I think I can now say, that concludes 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. Thank you and that terminates the meeting. Thanks.
Thank you.