🧾 What This Document Is

This is Pembina Pipeline Corporation's 2026 Management Information Circular. Think of it as a detailed guidebook and ballot for the company's upcoming annual shareholder meeting. It explains what will be voted on, who is running the company, how the executives are paid, and provides a snapshot of how the business performed in 2025. It's sent to shareholders so they can make informed decisions and vote.

🏢 What The Company Does

👉 In simple terms, Pembina is a massive "toll road" for energy. They own and operate pipelines, processing facilities, and terminals across North America. They safely transport oil, natural gas, and natural gas liquids (NGLs) from where it's pulled out of the ground to where it's refined and used. Their business is mostly about charging fees for this transportation, which creates steady, predictable cash flow.

💰 Financial Highlights (2025 Results)

Pembina delivered strong, stable results in 2025, hitting its guidance targets.

• Adjusted EBITDA: ~$4.3 billion. This is a key measure of profit from core operations.
• Record Volumes: 3.7 million barrels of oil equivalent per day flowed through their pipelines and facilities.
• Shareholder Returns: Paid ~$16.8 billion in dividends to shareholders since its IPO. Increased its dividend by approximately 3% in 2025.
• Capital Investment: $1.2 billion invested in growth projects and maintaining existing assets.
• Credit Rating: Maintains strong BBB (high) / BBB1 credit ratings, indicating financial stability.

🚀 Key Strategic Moves & Projects

Pembina isn't just running its current business; it's actively building for the future.

• Secured Future Cash Flow: Won major contract renewals on its key Peace and Alliance pipelines, locking in business.
• Growth Projects: Advancing several large expansions on time and budget, including the RFS IV fractionation plant, Wapiti gas plant, and K3 cogeneration facility.
• New Opportunities: Sanctioned the Fox-to-Namao pipeline expansion and is partnering on the Cedar LNG Project with the Haisla Nation, which is fully contracted. Also exploring the Greenlight Electricity Centre to supply power to data centers.
• Export Strength: Optimizing the Prince Rupert Terminal to ship more liquefied petroleum gas (LPG) to premium global markets.

👥 Board & Governance

The board provides oversight and strategic direction.

• Board Size: 10 directors are up for election.
• Diversity: 55% of the board is diverse (from designated groups under Canada's Employment Equity Act). 40% of executive leadership is diverse.
• Independence: 9 out of 10 nominated directors are independent (the CEO, J. Scott Burrows, is the only non-independent director).
• Key Retirements: Director Anne-Marie Ainsworth is retiring after 12 years of service, recognized for her expertise in safety and operational excellence.

💼 Executive Compensation ("Say on Pay")

Shareholders will vote to approve the company's approach to paying its top executives. This is an advisory (non-binding) vote.

• Philosophy: Pembina follows a "pay for performance" model. A significant portion of executive pay is tied to the company achieving its goals and stock performance.
• 2025 Vote Result: Last year, shareholders strongly supported the compensation plan with 96.74% of votes in favor.
• What You're Voting On: The circular details the compensation for named executives, including salaries, bonuses, and long-term incentives linked to company performance.

🔮 What's Next: 2026 Outlook

The board and management are focused on disciplined growth and adaptation.

• Strategic Focus: Continue to leverage their integrated pipeline network and access to global markets to capture more volume.
• Financial Discipline: Stick to strict financial guidelines to ensure per-share growth and a sustainable dividend.
• Evolving Landscape: Remain agile to navigate the changing energy environment while pursuing new avenues for growth, like the data center power project.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Fee-Based Model: ~80-90% of earnings come from stable, long-term fee contracts.
• Critical Infrastructure: Essential network connecting energy producers to customers.
• Execution Track Record: Over $6 billion in major projects delivered on time/budget since 2017.
• Strong Balance Sheet: Debt is within the company's targeted range.

⚠️ Risks:

• Energy Transition: Long-term demand for hydrocarbons could shift as the world moves toward lower-carbon energy.
• Regulatory & Environmental: Operations are subject to stringent regulations and climate policies.
• Commodity Exposure: While fees are stable, overall business health is tied to the volume of oil and gas produced and transported.

🧠 The Analogy

Pembina is like the railway company of the energy world. It doesn't own the cargo (oil & gas), but it owns the essential tracks (pipelines) and stations (terminals) that the cargo must travel through. Its job is to run a safe, reliable, and high-capacity system and charge a fee for every barrel that moves. This model provides the steady cash flow of a utility, but its growth is tied to the health of the energy industry it serves.

📇 Key Contacts & People

• Chair of the Board: Henry W. Sykes ([email protected])
• President & CEO: J. Scott Burrows
• VP, General Counsel & Corporate Secretary: Jason Metcalf
• Investor Relations: [email protected] | 1-855-880-7404
• Proxy Solicitation Agent (Sodali & Co): [email protected] | 1-833-830-3480 (toll-free N. America) | 1-289-695-3075 (outside N. America)

🧩 Final Takeaway

Pembina is a stable, well-run energy infrastructure "toll road" that delivered solid 2025 results. This circular prepares shareholders to vote on the board and compensation while highlighting the company's disciplined growth strategy in a changing energy landscape.