Good afternoon, and welcome to the 2026 annual meeting of shareholders of Pembina Pipeline Corporation. My name is Henry Sykes, I'm Chair of Pembina's Board of Directors, and in accordance with our bylaws, I'll preside over this meeting as Chair. Before we proceed with the balance of the meeting, I'd like to start with a land acknowledgement, recognizing that we have people joining us today from numerous locations. As Pembina continues to build strong relationships and partnerships with indigenous communities, land acknowledgements are one way for us to communicate our respect for the land that we all share. Pembina acknowledges our traditional hosts and thanks them for their graciousness in welcoming us to carry out work on their traditional territories. Pembina plays a role in the economic reconciliation with indigenous peoples and their respective communities where our operations take place.
We acknowledge the future generations and the collective responsibility we all have to these lands. Indigenous peoples are the traditional stewards of the lands and waters where each of us work and choose to live. We further acknowledge that the Indigenous peoples have inhabited these lands and waters since time immemorial. The Indigenous people's territory, culture, truths, traditions, teachings, and languages are sacred, and we're thankful to be here today as guests. This meeting is being held as a virtual-only meeting this year. Pembina has been and remains committed to maintaining and upholding shareholders' rights, including in respect of our virtual shareholder meetings. We've ensured that this virtual meeting offers shareholders the opportunity to participate, submit questions, and vote at the meeting.
Following the formal portion of this meeting, we'll have a question and answer session in which time all participants will have the opportunity to ask questions unrelated to the matters to be voted upon at today's meeting. If you do have any questions about Pembina which don't specifically relate to an item of business to be voted upon at today's meeting, please feel free to submit those questions at any time, and they'll be addressed during the question and answer session. We'll do our best to answer all questions, but if for any reason we're unable to do so during the meeting, we'll do our best to engage with shareholders after the meeting. With me today on the webcast are Scott Burrows, Pembina's President and Chief Executive Officer, as well as a director.
Andy J. Mah, a director of Pembina and the Chair of Pembina's Human Resources and Compensation Committee. Jason Metcalf, Pembina's Corporate Secretary. Greg McDonald from our auditors, KPMG LLP, who's available to respond to any questions related to their proposed appointment as auditor. I'd also like to welcome each of the other directors of Pembina who are joining us remotely today. Now we'll move on to the formal business of the meeting. The meeting will now come to order. In accordance with our bylaws, I appoint Jason Metcalf to serve as Secretary of the meeting.
In the unlikely event that we experience any technical difficulty or disruption and I'm unable to chair the meeting, Jason Metcalf will be appointed with the consent of the meeting in accordance with our bylaws to chair the meeting in my absence so the meeting may continue as planned. I also appoint Jennifer Oliver, a representative of Pembina's registrar and transfer agent, Computershare Trust Company of Canada, to act as scrutineer for the meeting. I'll now ask Jason to address a few housekeeping matters related to the formal proceedings.
Thank you, Henry. If at any time during the meeting you experience technical difficulties, please refer to the technical support button on the broadcast section of your screen. The platform we are using today allows our registered shareholders and duly appointed proxyholders the ability to vote online and ask questions during the formal part of the meeting. We encourage shareholders and duly appointed proxyholders who have specific questions on an item of business to submit your questions as soon as possible by clicking on the question icon on your screen. This will allow us to address your question at the most appropriate time during the meeting. If your question relates to a voting matter, we will answer your question when we reach that item. When submitting a question, please identify yourself and indicate whether you are a shareholder or a proxyholder.
Questions not related to a voting matter will be answered during the Q&A session following the formal part of the meeting. To ensure the meeting is conducted in a manner that is fair to all shareholders and to address questions from as many shareholders and duly appointed proxyholders as possible, we request each submission be limited to one question. We also request that each question be in one submission within the character limit provided on the screen and not spread out over multiple submissions. We may receive multiple questions of a similar theme, we may also exercise discretion in responding to questions, including grouping or paraphrasing questions of a similar theme. While we will try and answer all questions, we do our best to engage with shareholders after the meeting if there are questions that we are unable to get to during the meeting.
To assist us in doing so, please provide your contact information with your question. Let's move on to voting. All items of business for shareholder approval will be conducted by ballot. If you are a registered shareholder or a duly appointed proxyholder and have already voted in the manner indicated in the meeting materials that were sent to shareholders, you do not need to vote again during this meeting, even if the voting item appears on your screen. Any votes you cast at this meeting will revoke your prior vote. If you are a registered shareholder or a duly appointed proxyholder and have not yet voted, you may vote during this, the meeting by clicking on the voting icon at the top of the screen and selecting voting options on each ballot option.
The polls will be opened for all items of business for shareholder approval at the start of the meeting. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. Once discussion is concluded on all items of business, we will pause for a moment to ensure all votes are entered. We will declare voting closed on all matters of business. The results of the votes will be announced prior to the close of the meeting. For meeting efficiency, we have asked certain registered shareholders or duly appointed proxyholders to move and second motions proposed at this meeting. This is not intended to limit discussion. Registered shareholders and proxyholders should feel free to initiate discussion on any motion at the appropriate time.
Thank you, Jason. I've been advised by Computershare that the meeting materials were duly delivered to shareholders and that a quorum is present today. Accordingly, I declare that the meeting has been duly called and is properly constituted for the transaction of business. Computershare affidavit of mailing and the scrutineer's report on attendance will be filed by the secretary with the minutes of this meeting. The reading of the notice of meeting will be dispensed with. I now declare the online polls open on each item of business for shareholder approval. Each person entitled to vote should see voting options displayed at the top of their screen. With that, we'll commence with the formal business of the meeting. The first item of business is the presentation of the company's financial statements for the fiscal year ended December 31st, 2025, and the auditor's report thereon.
These materials have been mailed to all registered shareholders and to beneficial shareholders who've requested a copy of the materials. No action is required by shareholders on this item. The next item of business is the election of the directors of the company. In accordance with our bylaws, the board of directors has fixed the number of directors to be elected today at 10. Pembina's information circular for the meeting sets forth management's proposed 10 director nominees. Each of the nominees is qualified and has consented to his or her nomination as director today, and will serve for a term of one year, which expires at the 2027 annual meeting of shareholders, or until their successors are duly elected or appointed.
As we didn't receive any additional nominations in accordance with our advance notice bylaw, I'll ask the secretary to read the names of those 10 individuals who have been named and described in the information circular to serve as directors of Pembina.
Thank you, Henry. The management director nominees are as follows, Henry Sykes, J. Scott Burrows, Cynthia Carroll, Alister Cowan, Ana Dutra, Maureen E. Howe, David M.B. LeGresley, Andy J. Mah, Leslie A. O'Donoghue, and Bruce D. Rubin.
All the director nominees other than Mr. Burrows are independent, and all the nominees currently sit on our Board. The nominees bring a diverse set of skills and experience to our Board, and further information with respect to each one is set forth in the information circular. The biographies of the director nominees can be found on pages 18 to 27 of that circular. Now, may I have a motion to elect the 10 nominees as directors of Pembina Pipeline Corporation?
Mr. Chair, I move to nominate the 10 individuals named and described in the information circular to serve as directors of Pembina and hold office until the next annual meeting of shareholders, or until their successors are duly elected or appointed.
I second the motion.
We'll now open the floor to any questions on this item of business. Jason, can you please advise if we've received any questions?
Thank you, Henry. We have received a question from Gaagwiis Jason Alsop, President of the Haida Nation and Vice President of the Coastal First Nations-Great Bear Initiative, and the question is as follows, A proposed bitumen pipeline in Northwest Canada is making news. This project does not have the support of affected First Nations or the government of BC. As the legally recognized rights and title holders under Canadian and international law, we do not support this oil pipeline and tankers project, and we, with the province of BC, have called on the federal government to uphold the Oil Tanker Moratorium Act with no exceptions or carve-outs. No offer of equity or ownership will change our position. In 2016, Enbridge reported CAD 656 million in costs on a never-built northwestern pipeline impairment of CAD 373 million before tax adjustment.
We want to proactively save Pembina and its investors from others' past mistakes. Can the board describe how oversight will be provided to ensure lack of consent from rights and title holders is evaluated and when a risk assessment would be disclosed in the decision-making process on new projects?
Thanks, Jason. To begin with, it's important to clarify that Pembina is not involved or a proponent of the proposed pipeline. We respect the intention of the question and want to assure you that Pembina places significant importance on cultivating respectful, mutually beneficial long-term relationships with Indigenous communities. We're proud of the relationships we've built with Indigenous communities in the areas where we operate and our partnership with the Haisla Nation on the Cedar LNG project in particular. On behalf of the board, I assure you that the Pembina board of directors maintains a robust oversight mechanism with respect to capital projects. This includes ensuring adherence to a rigorous governance and risk management framework. This process ensures that comprehensive risk assessments are conducted, regulatory obligations are fulfilled, and Indigenous rights and title holder positions are respected and thoroughly integrated into our strategic decision-making. Thanks for your question.
Thank you, if there's no further discussion, I've been advised that sufficient votes have been cast in advance of the meeting to elect the 10 nominees as directors of Pembina. In order to comply with our majority voting policy for director elections, we'll now proceed with the voting on this matter. Only registered shareholders or their duly appointed proxyholders can vote by online ballot by selecting the applicable voting options displayed on their screens. The next item of business is the appointment of KPMG LLP as the auditors of Pembina. May I have a motion that the firm of KPMG LLP of Calgary, Alberta, be appointed auditors of Pembina until the next annual meeting of shareholders, and that their remuneration be fixed by Pembina's board of directors upon recommendation of its Audit Committee?
Mr. Chair, I move that KPMG LLP be appointed as the auditors of Pembina until the next annual meeting of shareholders, and that their remuneration be fixed by the board of directors of Pembina.
I second the motion.
Thank you both. You've heard the motion, and it is now open for questions. Jason, can you please let me know if we received any questions on this item?
Mr. Chair, we have not received any questions in relation to this item of business.
As no further comments have been received on this motion, I'll proceed to the next notice, the next item of business. That next item of business is consideration of a non-binding resolution accepting Pembina's approach to executive compensation as disclosed in the information circular. The text of the resolution is set out on page 16 of the information circular for this meeting. This is an advisory vote, so the results will not be binding on Pembina's board of directors. Having said that, the board will consider the outcome of the vote as part of its ongoing review of executive compensation. If a significant number of shareholders oppose the say on pay resolution, the board will consult with shareholders to understand their concerns and then review our approach to executive compensation with those concerns in mind.
At this time, a resolution as set forth on page 16 of Pembina's information circular accepting Pembina's approach to executive compensation.
Mr. Chair, I move that the resolution as set out on page 16 of Pembina's information circular accepting Pembina's approach to executive compensation be approved as a non-binding resolution of Pembina shareholders.
I second the motion.
Thank you. You've heard the motion, excuse me. It is now open for questions. Jason, have we received any questions?
Mr. Chair, we've received no questions on this motion.
Thank you, Jason. There being no further questions, I will note that this was the final agenda item and the last matter to be voted on at today's meeting. For those of you who have not yet cast your votes, please do so now. I'll pause the meeting for one minute before closing the polls. I have received the scrutineer's report on the ballots required for each of the items of business, and the results are as follows. In respect to the election of directors of Pembina, I'm pleased to announce that the election of each of the director nominees has been approved by a majority of the votes cast. Accordingly, I declare the 10 directors nominated hereby elected as directors of Pembina to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed.
With respect to the appointment of Pembina's auditor, I declare the motion regarding the appointment of KPMG LLP as the auditors of Pembina until the next annual meeting of shareholders to be passed. The non-binding resolution accepting Pembina's approach to executive compensation has been approved by approximately 96.56% of the votes cast. Accordingly, I declare the non-binding resolution accepting Pembina's approach to executive compensation to be passed as well. A report disclosing the number of votes cast in favor, against, and withheld from voting in respect of each item of business voted upon at this meeting will be filed on SEDAR+ promptly following the meeting. In accordance with the TSX policies, report on the election of each director will be disclosed at a press release to be issued following this meeting.
As there is no further business to be considered at the meeting, may I please have a motion to terminate the meeting?
Mr. Chair, I move this meeting be terminated.
I second the motion.
I declare the formal portion of this meeting terminated. We will now have a Q&A session during which we'd be pleased to answer any questions that you may have. As a reminder, if you wish to ask a question, please click on the question icon, type in, and submit your question. We will pause for a couple of minutes to allow time for questions to be submitted. Jason, have we received any questions?
Mr. Chair, we have not received any questions.
Thank you, Jason. Now, just one thing before we terminate. On behalf of the board, I'd like to thank Anne-Marie Ainsworth, who's retiring from the board this year and did not stand for re-election at this meeting. Anne-Marie joined Pembina's board in 2014, bringing not only her background in engineering and the operation of major energy facilities, but also her passion for all things related to safety, health, the environment, and operational excellence. All these areas became significantly more important to Pembina over the years as our operations expanded into areas beyond pipelines. Anne-Marie's insight, wisdom, and guidance have been critical in our performance in these areas. Anne-Marie also brought a particular affinity to support the advancement of women at Pembina, and I know many of our employees have benefited from her experience.
On behalf of the board, I'd also like to thank all of our shareholders for joining us today and for your ongoing support. The board is committed to working diligently on your behalf. Please stay safe, and have a great weekend.