Pembina Pipeline : Management Information Circular 2026 information circular enhanced

About this update from Pembina Pipeline Corporation

▶ Enhanced PDF navigational contr ‌Management Information Circular 26 Pembina Pipeline Corporation 20 Notice of Annual Meeting of Shareholders to be held on May 8, 2026 ‌About Pembina Pipeline Corporation Pembina Pipeline Corporation is a leading energy transportation and midstream service provider that has served North America's energy industry for more than 70 years. Pembina owns an extensive network of strategically-located assets, including hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and an export terminals business. Through our integrated value chain, we seek to provide safe and reliable energy solutions that connect producers and consumers across the world, support a more sustainable future and benefit our customers, investors, employees and communities. For more information, please visit pembina.com . Purpose We deliver extraordinary energy solutions so the world can thrive BBB (high) / BBB 1 credit ratings ~$16.8 billion in dividends returned to common shareholders since IPO Values Safe We care for each other Trustworthy We have each other's backs Respectful We seek to be gracious and kind Collaborative We are great together Entrepreneurial We create to succeed Overall diversity 3 55% board of directors 4 40% executive leadership 4 For clarity, overall board diversity will decrease to 50% if all the nominated directors are elected. ~$4.3 billion adjusted EBITDA 5 in 2025 30% targeted reduction in greenhouse gas emissions intensity by 2030 6 over $11.3 million invested in our communities To create safe and inclusive spaces for all, strengthen Indigenous communities, and support a sustainable future 2 Full Value Chain Across All Commodities: Wellhead-to-market service for natural gas, NGL, condensate, and crude oil Visible Growth: Targeting 4% to 6% fee-based adjusted EBITDA per share (1) growth 2023 to 2026 Financial Discipline: Strict adherence to financial guardrails Predictable Cash Flow: ~80% to 90% fee-based, including ~65% to 70% take-or-pay or cost-of-service Exemplary Execution: >$6 billion of major projects delivered on time and on budget since 2017 Positioned for the Future: Strategy for long-term hydrocarbon demand (1) Refer to "Non-GAAP and Other Financial Measures" section of the 2025 Annual Management's Discussion and Analysis. DBRS Morningstar and S&P Global ratings as at March 19, 2026. Total investment value includes cash investments, in-kind giving, volunteering during paid work hours, program management costs and community contributions from outside sources that can be directly linked to our involvement. Individual belongs to one of the four designated groups in the Employment Equity Act (Canada): Indigenous peoples, persons with disabilities, members of visible minorities and women. As of December 31, 2025. See Non-GAAP and other financial measures on page 105. Relative to baseline 2019 emissions. ‌Message from the Chair Henry W. Sykes Chair of the Board Pembina Pipeline Corporation I am pleased to invite you to our 2026 annual meeting of shareholders, to be held on Friday, May 8, 2026, at 2:00 p.m. (Mountain Daylight Time). We are holding a virtual-only meeting by live audio webcast this year. See the information starting on page 7 of this 2026 Management Information Circular for details on how you can attend the meeting virtually and vote your shares. On behalf of the board of directors, I want to express our deep appreciation for the trust you place in us as stewards of your investment. It is a privilege to represent you. We remain firmly committed to upholding the highest standards of governance, accountability, and integrity in our oversight of Pembina Pipeline Corporation. Your board approaches its responsibilities with diligence and independence, ensuring that Pembina's strategy, risk management practices, and capital allocation decisions continue to support the long-term interests of shareholders. Over the past year, the board worked closely with management to monitor performance, evaluate emerging opportunities, and navigate a dynamic environment. This ongoing collaboration, grounded in disciplined oversight and open dialogue, remains a defining strength of Pembina's governance model. We continue to take great pride in the accomplishments of the organization. Pembina's commitment to safety, reliability, customer service, financial excellence, and simply 'doing what we said we would do' continues to underpin our reputation. 2025 Results and Accomplishments In 2025, Pembina delivered solid financial results, continued to demonstrate its strong track record of safe, on-time and on-budget project execution, and advanced new projects to support future growth. In addition, the Company's competitive offering and overall resilience were strengthened through targeted productivity, as well as organizational and cost efficiencies. Our continued commercial success highlights the value our customers continue to place on Pembina's competitive tolls, integrated value chain, strong project execution, superior connectivity and optionality, and access to global markets. Pembina's accomplishments in 2025 reflect the strength of our integrated business model and disciplined approach to capital allocation. Strong Financial and Operational Results Adjusted EBITDA of $4.3 billion 1 , within the Company's original 2025 guidance range. Record Pipelines and Facilities volumes of 3.7 million barrels of oil equivalent per day. Strong safety and environmental performance with Pembina exceeding its internal 2025 targets. Strong balance sheet with debt metrics within the Company's targeted range. $1.2 billion invested in projects and sustaining capital. Dividend increased approximately 3%. Continued Execution of Pembina's Strategy Pembina delivered another year of strong execution, ensuring long-term stability and advancing value creation initiatives. The Company secured significant contract renewals across its pipeline systems, including major recontracting on the Peace and Alliance Pipeline systems, and fully contracting the Nipisi Pipeline. These commitments reinforce asset utilization and reliable cash flow. Pembina strengthened its export position by sanctioning the Prince Rupert Terminal Optimization project and securing additional West Coast LPG capacity, ensuring competitive access to premium global markets. Major growth projects, including the RFS IV Fractionation Expansion Project, Wapiti Gas Plant Expansion, and the K3 Cogeneration Facility, are progressing on time and on, or under, budget, underscoring Pembina's industry-leading project execution. 1 See Non-GAAP and other financial measures on page 105. ‌Responding to growing customer demand, Pembina is advancing a multi-year plan for incremental liquids transportation infrastructure, including sanctioning the Fox-to-Namao Peace Pipeline expansion to support continued basin growth. In partnership with the Haisla Nation, Pembina continued execution of the Cedar LNG Project, achieving major construction milestones. Pembina also fully contracted its Cedar LNG capacity to third parties, while enhancing its expected financial contribution from the project. Pembina and its partner progressed the proposed Greenlight Electricity Centre, a strategic opportunity to meet the electricity demands of data centres in Alberta, while diversifying Pembina's customer base, and driving additional natural gas and liquids throughput across its network. The Year Ahead Throughout 2026, the board will continue to review and assess our strategy against an ever-evolving landscape and the prevailing economic environment, adapting and changing as deemed necessary. We will of course also continue to oversee management's execution of our strategy to provide safe, reliable, and cost-effective energy infrastructure that connect producers to high value global markets. Pembina's integrated value chain and access to premium markets remain key competitive advantages, positioning the Company to capture incremental volumes and pursue disciplined growth aligned with our risk and return expectations. The board will continue to ensure that capital allocation decisions are within strategy and support enduring per share growth and a sustainable dividend. As the energy landscape continues to evolve, your board is focused on ensuring that Pembina remains disciplined, agile, and forward-looking. We are committed to preserving the company's strong foundation while enabling it to responsibly pursue new avenues for economic growth. Director Retirement Anne-Marie Ainsworth will be retiring from the board at the 2026 annual meeting. Anne-Marie joined the board in the fall of 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, and 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. Anne-Marie's counsel will be missed at the boardroom table. On behalf of the board and the Company, I want to thank Anne-Marie for all she has done for Pembina over the last 12 years and wish her all the best in the future. Stewarding Your Investment The board is confident in Pembina's strategic direction and in management's ability to deliver responsible, long-term value for shareholders. As we continue our work, our objective is clear: to steward your investment with care, uphold the high standards you expect of us, and guide Pembina toward a future of sustained strength and opportunity. Thank you for your ongoing support and confidence. The board welcomes your feedback, particularly with respect to the virtual-only format of our annual meeting. I invite you to share your views by emailing me at [email protected] . Sincerely, Henry W. Sykes Chair of the Board ‌Notice of our 2026 Annual Meeting of Shareholders Where to get a copy of the circular We use the notice and access procedures to deliver shareholder meeting materials (including this notice and the circular) to registered and beneficial holders of our common shares. Notice and access is a set of rules developed by the Canadian Securities Administrators that allows eligible companies to post meeting materials online, reducing paper and mailing costs and reducing the related environmental impacts. You can view the circular at: www.sedarplus.ca , www.sec.gov or www.pembina.com/investors/notice-and-access If you would like us to mail you a paper copy of the circular instead, please contact us: by phone: 1-855-880-7404 by email: [email protected] You may request a paper copy of the circular free of charge within one year of filing the circular on SEDAR+. In order to receive a paper copy before the date of the meeting, we need your request at least five days before the proxy deposit date listed on the enclosed form of proxy or voting instruction form. If you have questions about notice and access, call us toll-free at 1-855-880-7404. How to vote Registered and beneficial shareholders are encouraged to vote in advance of the meeting by completing the form of proxy or voting instruction form provided to them. Detailed instructions on how to complete and return proxies and voting instruction forms are provided in the circular starting on page 7. Shareholders may also vote their shares by telephone or through the internet using the procedures described in the form of proxy or voting instruction form. For your vote to count, your form of proxy or voting instruction form must be received by no later than 2:00 p.m. on May 6, 2026 or, if the meeting is adjourned, at least 48 hours (excluding weekends or statutory holidays) before the time the meeting is reconvened. You are invited to our 2026 annual meeting of shareholders (the meeting ): When May 8, 2026 2:00 p.m. (Mountain Daylight Time) Where Virtual-only meeting live audio webcast online at https://meetings.lumiconnect.com/400-053-918-100 We will cover five items of business at the meeting - see Business of the meeting in our 2026 management information circular (the circular ): Receive our 2025 Audited Consolidated Financial Statements and the auditors' report thereon. Vote on electing our directors. Vote on appointing our auditors. Vote on our approach to executive compensation. Vote on any other business that properly comes before the meeting. Your vote is important The circular includes important information about the meeting and the voting process. Please read it carefully before you vote. We mailed you a copy of our 2025 Audited Consolidated Financial Statements and the auditors' report thereon if you asked us to (in accordance with applicable corporate and securities laws). You can also find a copy of our financial statements on our website ( www.pembina.com ) , on SEDAR+ ( www.sedarplus.ca ) and on EDGAR ( www.sec.gov ). The meeting will be a virtual-only meeting held by live audio webcast. Every shareholder and duly appointed proxyholder, regardless of geographic location and ownership, will have an equal opportunity to participate at the meeting and vote on the matters to be considered at the meeting. You will find detailed instructions about how to participate in the meeting in the circular starting on page 7. There are different voting processes if you are a registered shareholder or a beneficial shareholder. Most of our shareholders are beneficial shareholders, meaning that they hold their shares through a bank, broker or other such institution. Closely follow the applicable instructions in this notice, the circular and in your voting information form or form of proxy. By order of the board, (signed) " Jason Metcalf " Jason Metcalf Vice President, General Counsel and Corporate Secretary Pembina Pipeline Corporation Calgary, Alberta March 19, 2026 ‌2026 Management Information Circular Where to find it 6 About the Shareholder Meeting 7 Voting Information 12 Business of the Meeting 17 About the Nominated Directors 28 Corporate Governance 29 Our Governance Practices 29 Governance guidelines 30 The board's mandate 30 Ensuring an ethical culture 32 Strategic planning oversight 33 Risk management oversight 34 Sustainability and ESG 37 Executive succession planning and diversity 38 Financial management and reporting 38 Compensation 40 Shareholder engagement and communicating with the board 41 About the Board of Directors 49 Board Committees 56 Director Compensation 59 Executive Compensation 60 Letter from the Chair of the Human Resources and Compensation Committee 64 Compensation Discussion and Analysis 64 Compensation Governance and Strategy 64 Compensation oversight 64 Managing compensation risk 67 Our compensation strategy 67 Building equity ownership 68 Compensation in line with our peers 70 Compensation process 71 Compensation elements 72 Compensation mix 73 2025 Executive Compensation 73 Total direct compensation 74 Base salary 74 Short-term incentive 76 Long-term incentives 81 Our Named Executive Officers 88 Compensation and Share Performance 91 2025 Executive Compensation Details 91 Summary compensation table 92 Equity incentives 93 Pension plan benefits 96 Termination and change of control 99 Information about our long-term incentive plans 102 General Information Pembina Pipeline Corporation • 2025 Management Information Circular 4 A-1 Schedule "A" Board Charter ‌About this Management Information Circular In this document meeting means the annual meeting of shareholders to be held as a virtual-only meeting at 2:00 p.m. (Mountain Daylight Time) on May 8, 2026 you , your , and shareholders mean holders of Pembina common shares we , us , our , Pembina and the company mean Pembina Pipeline Corporation and our consolidated subsidiaries common shares , shares and Pembina shares mean common shares in the capital of Pembina circular means this 2026 Management Information Circular board means Pembina's board of directors senior officers means collectively, Pembina's President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Marketing and Strategy Officer and Chief Legal, People and Corporate Affairs Officer executive officers means collectively, Pembina's senior officers and senior vice presidents Our principal corporate and registered office: Pembina Pipeline Corporation 4000, 585 - 8 th Avenue S.W. Calgary, Alberta T2P 1G1 T. 403-231-7500 F. 403-237-0254 You have received this document because you owned Pembina shares on March 19, 2026 (the record date ) and are entitled to vote at our 2026 annual meeting of shareholders, which will be held at 2:00 p.m. (Mountain Daylight Time) on May 8, 2026, or at a reconvened meeting if the meeting is postponed or adjourned. The meeting will be held in a virtual-only format, by live audio webcast as a cost-efficient and environmentally friendly way to engage with shareholders. Every registered shareholder and duly appointed proxyholder, regardless of geographic location and ownership, will have an equal opportunity to participate at the meeting and vote on the matters to be considered at the meeting. The meeting cannot be attended in person. The full webcast will be available on the investors page of our website as soon as practicable after the event, including any questions we receive from shareholders and our answers. This circular is dated and all information is provided herein as of March 19, 2026. In addition, all dollar amounts are in Canadian dollars, unless we note otherwise. You will find financial information about Pembina in our 2025 Audited Consolidated Financial Statements and Management's Discussion and Analysis ( MD&A ). You may contact us if you would like to receive a paper copy of these documents. You can also find these documents and other important information about Pembina on our website ( www.pembina.com ), on SEDAR+ ( www.sedarplus.ca ) and on EDGAR ( www.sec.gov ). This circular contains forward-looking statements that are based on our current expectations, estimates, projections and assumptions in light of our experience and perception of historic trends. This information is provided to assist readers in understanding the company's future and expectations and may not be appropriate for other purposes. Please see Forward-looking information on page 103 for more information. In this circular, we also use certain financial measures and ratios that are not specified, defined or determined in accordance with generally accepted accounting principles ( GAAP ). Please see Non-GAAP and other financial measures on page 105 for more information about these measures and why they are used. ‌About the Shareholder Meeting This section tells you about our 2026 annual meeting of shareholders, what you will be voting on, and how to vote. Please vote right away - you need to cast your vote by no later than 2:00 p.m. (Mountain Daylight Time) on May 6, 2026. Where to find it 7 Voting Information 12 Business of the Meeting Pembina Pipeline Corporation • 2025 Management Information Circular 6 17 About the Nominated Directors ‌ Voting Information Who can vote? You can vote at the meeting if you held our common shares at the close of business on the record date of March 19, 2026, even if you sold your common shares after this date. Each common share is entitled to one vote. About voting results We will post the voting results on our website ( www.pembina.com ), SEDAR+ ( www.sedarplus.ca ) and EDGAR ( www.sec.gov ) as soon as possible following the meeting. You are not allowed to vote at the meeting if you acquired your shares after the record date, unless you ask us to include your name in the list of voting shareholders at least two days before the meeting and provide adequate evidence that you own the shares. Common shares Where to go with questions If you have any questions about the meeting or need help voting your shares, please contact our Investor Relations department at: 1-855-880-7404 [email protected] Or our proxy solicitation agent, Sodali & Co at: 1-833-830-3480 (toll-free in North America) 1-289-695-3075 (outside North America) [email protected] We are authorized to issue an unlimited number of common shares. As at March 19, 2026, we had 581,304,559 common shares issued and outstanding. Our common shares are listed and trade on the Toronto Stock Exchange ( TSX ) (TSX: PPL) and the New York Stock Exchange ( NYSE ) (NYSE: PBA). To the best of the knowledge of our directors and executive officers, no person beneficially owns, or controls or directs, directly or indirectly, more than 10% of our common shares. Proxy solicitation Management is soliciting your proxy for the meeting. Management may use the service of external proxy solicitors and you may be contacted by Pembina employees or Morrow Sodali (Canada) Ltd. ( Sodali & Co ), our strategic shareholder advisor and proxy solicitation agent, by mail, by telephone or by personal interview. This year, Sodali & Co is providing governance and strategic shareholder advisory services to the company and may also provide proxy solicitation services in connection with the meeting. We have paid Sodali & Co approximately $55,000 for proxy solicitation services. We may also pay Sodali & Co customary fees for contacting shareholders in connection with voting at the meeting in addition to reimbursing Sodali & Co for any out-of-pocket expenses incurred in connection therewith. Pembina pays all costs related to producing and mailing this circular and other meeting materials, and for soliciting your proxy. Non-objecting beneficial shareholders may be contacted by Sodali & Co if we decide to use the Broadridge QuickVote™ service, which allows non-objecting beneficial shareholders to give their voting instructions for the meeting to Sodali & Co over the telephone. Sodali & Co then relays such voting instructions to Broadridge Financial Solutions Inc. ( Broadridge ). ‌About the virtual meeting We are holding a virtual-only meeting this year by live audio webcast as a cost-efficient and environmentally friendly way to engage with shareholders. Virtual meetings allow our shareholders and guests to save on commuting costs and time and contribute to environmental sustainability. We also believe that virtual meetings foster greater inclusivity by enabling every registered shareholder and duly appointed proxyholder, regardless of geographic location and ownership, to have an equal opportunity to participate at the meeting and vote on the matters to be considered at the meeting. The meeting cannot be attended in person. The full webcast will be available on the investors page of our website after the event, including any questions we receive from shareholders and our answers to those questions. We value the discussions we have with our shareholders. We ask shareholders for feedback at all engagement opportunities and management regularly engages with our shareholders and provides the board with feedback from those discussions. See page 40 for more information on Pembina's overall shareholder engagement strategy. Attending as a guest All shareholders can attend the meeting as a guest by logging in online at https://meetings.lumiconnect.com/400-053-918-100 selecting "I am a guest" and completing the required form. If you attend the meeting as a guest, you will not be permitted to vote during the meeting. Guests have an opportunity to ask questions during the live question and answer session held following the formal meeting. Asking questions at the virtual meeting Questions may be submitted at any time during the webcast through the chat thread on the live webcast; however, during the formal part of the meeting, only questions from registered shareholders and duly appointed proxyholders that relate to the business of the meeting will be addressed. Pembina will host a live question and answer session after the formal part of the meeting, where we will answer other questions submitted during the meeting. Registered shareholders and duly appointed proxyholders (including beneficial shareholders that have duly appointed themselves as proxyholders) and guests can submit questions during the live question and answer session. To make sure we can answer as many questions as possible, please keep your questions brief and concise, and limit each question to a single topic. If there are questions from several shareholders or proxyholders on the same topic or that are otherwise related, we may group, summarize and answer them together. While all shareholder questions are welcome, we do not intend to address questions that are not related to the business of the meeting or Pembina's business or operations, are repetitive or have been asked by another shareholder, are personal in nature or in furtherance of a shareholder's personal or business interest, are related to material non-public information, are considered derogatory or otherwise offensive, or are out of order or are otherwise not appropriate. To ensure the meeting is conducted in a way that is fair to all shareholders, the chair of the meeting may exercise discretion in responding to questions, including the order that questions are answered in, the grouping or editing of questions, the amount of time devoted to any question and the appropriateness of a question in accordance with the rules of conduct in effect at the meeting. Technical difficulties If you participate in the meeting, it is important that you stay connected to the internet at all times during the meeting in order to vote. It is your responsibility to ensure connectivity for the duration of the meeting. You should allow ample time to log into the meeting. All meeting participants must use the latest versions of Chrome, Safari, Microsoft Edge, or Firefox. Please do not use Internet Explorer . We recommend that you log in at least 30-60 minutes before the meeting starts as this will allow you to check compatibility and complete the related procedures required to log in to the meeting. Caution : Internal network security protocols including firewalls and virtual private network ( VPN ) connections may block your access to the meeting. If you are experiencing any difficulty connecting to or viewing the meeting, ensure your VPN setting is disabled or use a computer or other device on a network that is not restricted by any particular security settings. ‌If you have any questions about the meeting portal or require assistance accessing the meeting website, please (i) refer to the support information on the meeting login page, (ii) email Lumi directly at [email protected] , or (iii) refer to Lumi's support page at https://support.lumiglobal.com/knowledge/virtual . How to vote You can vote your shares by proxy (by appointing someone - a proxyholder - to represent you), or by attending the meeting and voting. The rules for voting depend on whether you are a registered shareholder or a beneficial shareholder, as further described below. Beneficial shareholders You are a beneficial shareholder if your shares are registered in the name of a nominee, such as a bank, trust company, securities broker, trustee or other intermediary. The majority of our shares are held by beneficial shareholders. Beneficial shareholders have the option to vote their shares during the meeting or by proxy before the meeting, as set forth below. Option 1: Vote during the virtual meeting Before the meeting: Appoint yourself as the duly appointed proxyholder by printing your own name in the blank space provided in the proxy or voting instruction form. Then return the form in the envelope provided (or by following the instruction on the form). Do not complete the rest of the form or mark your voting instructions on the form, because your vote will be taken at the meeting. Register online with our transfer agent, Computershare Trust Company of Canada ( Computershare ) by going to www.computershare.com/pembina before 2:00 p.m. (Mountain Daylight Time) on May 6, 2026, and inputting your name and contact information. Computershare will email you a username before the meeting. You will need your username to log in to the meeting and vote. Without a username, you will not be able to vote at the meeting but will be able to participate as a guest. On the day of the meeting: Log in online at https://meetings.lumiconnect.com/400-053-918-100 . We recommend visiting the site before the meeting starts to make sure it works on your computer or device. You must stay connected to the internet for the entire meeting. Select " I have a Control Number/Username " and enter the username Computershare provided by email. Enter the password ( case sensitive ): pembina2026 Complete the ballot online during the meeting. Beneficial shareholders who have not appointed themselves as proxyholder will not be able to vote online during the meeting but will be able to participate as a guest. Option 2: Vote by proxy before the meeting If you are a beneficial shareholder and wish to vote by proxy before the meeting, you must send your voting instructions to your nominee who will vote for you. You will receive a request for voting instructions for the number of shares held for your benefit. Follow the instructions on the proxy form or voting instruction form and send your voting instructions to your nominee. You likely have an earlier deadline for returning your voting instruction form to your nominee, so be sure to complete and return the form early, to allow enough time for your nominee to receive your voting instructions and then send them to Pembina before the proxy cut-off time. We use Broadridge to send proxy-related materials to non-objecting beneficial shareholders. We intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial shareholders. Beneficial shareholders located in the United States If you are a beneficial shareholder located in the United States and wish to vote at the meeting or, if permitted, to appoint a third-party as your proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your nominee. Follow the instructions from your nominee included with the legal proxy form or contact your nominee to request a legal proxy form if you have not received one. After obtaining a valid legal proxy from your nominee, you must then submit such legal proxy to Computershare. Requests for registration from beneficial shareholders located in the United States that wish to vote at the meeting or, if permitted, to appoint third parties as their proxyholders must be sent by email or by courier ‌to: [email protected] (if by email); or Computershare Trust Company of Canada, Attention: Proxy Department, 14 th Floor, 320 Bay Street, Toronto, ON, M5H 4A6, Canada (if by courier), and in both cases, must be labeled " Legal Proxy " and received before 2:00 p.m. (Mountain Daylight Time) on May 6, 2026. You will receive a confirmation of your registration by email once Computershare receives your registration materials. Registered shareholders You are a registered shareholder if your shares are registered directly in your name. Registered shareholders have the option to vote their shares during the meeting or by proxy before the meeting, as set forth below. Option 1: Vote during the virtual meeting On the day of the meeting: Log in online at https://meetings.lumiconnect.com/400-053-918-100 . We recommend visiting the site before the meeting starts to make sure it works on your computer or device. You must stay connected to the internet for the entire meeting. Select " I have a Control Number/Username " and enter your 15-digit control number (this is your username and you will find it on the bottom left corner of the first page of the enclosed proxy form). Enter the password ( case sensitive ): pembina2026 Complete the ballot online during the meeting. Option 2: Vote by proxy before the meeting Registered shareholders can vote by proxy in one of the following three ways: Online: Go to https://www.investorvote.com . You will need to enter your 15-digit control number (located on the bottom left corner of the first page of the enclosed proxy form) to identify yourself as a shareholder on the voting website; By phone : Call 1-866-732-VOTE (8683) toll-free and follow the instructions. You will need to enter your 15-digit control number (located on the bottom left corner of the first page of the enclosed proxy form) to identify yourself as a shareholder on the telephone voting system; or By mail : Complete the enclosed proxy form, sign and date it and return it in the enclosed envelope. Computershare must receive your completed proxy form at least 48 hours before the meeting (not including Saturdays, Sundays or holidays). The chair of the meeting can waive or extend the time limit for receiving proxy forms without notice, at their discretion. About your proxyholder The officers named on the proxy form and voting instruction form (the management nominees ) have agreed to serve as your proxyholder and will vote your shares according to your instructions. If you do not specify your voting instructions, they will vote your shares for each item of business at the meeting. If there are changes to the items of business or other matters that are properly brought before the meeting, your proxyholder can use their discretion and vote as they see fit. As of the date of this circular, we do not anticipate any changes to the items of business or other matters to be brought before the meeting. Choosing someone else to be your proxyholder You have the right to appoint someone other than the management nominees to be your proxyholder and act on your behalf at the meeting. The person you appoint does not need to be a shareholder. Make sure this person knows they have been appointed to attend the meeting and vote on your behalf. Your proxyholder must vote (or withhold from voting) your shares according to your instructions. If you appoint someone else to be your proxyholder and do not give them specific voting instructions, your proxyholder has the discretion to vote as they see fit. To appoint someone other than the officers named in the proxy form and voting instruction form as your proxyholder: Appoint your proxyholder as a duly appointed proxyholder by printing their name in the blank space provided on your proxy form or voting instruction form. Then return the form in the envelope provided (or by following the instructions on the form). ‌Register your proxyholder online with Computershare by going to https://www.computershare.com/pembina before 2:00 p.m. (Mountain Daylight Time) on May 6, 2026, and inputting your proxyholder's name and contact information. Computershare will email your proxyholder a username, which they will need to log in to the meeting and vote. Without a username, your proxyholder will not be able to vote at the meeting but will be able to participate as a guest. On the day of the meeting, your proxyholder will: Log in online at https://meetings.lumiconnect.com/400-053-918-100 . We recommend your proxyholder visits the site before the meeting starts to make sure it works on the computer or device they are using. Your proxyholder must stay connected to the internet for the entire meeting. Select " I have a Control Number/Username " and enter the username Computershare provided by email. Enter the password ( case sensitive ): pembina2026 Complete the ballot online during the meeting. Changing your vote If you are a registered shareholder, you can revoke a proxy form you previously submitted by: voting again at the meeting; voting again by internet, telephone or fax before 4:30 p.m. (Mountain Daylight Time) on the last business day before the meeting ; delivering a revocation notice in writing executed by the registered shareholder or by an authorized officer or attorney (duly authorized in writing) to: (i) our head office before 4:30 p.m. (Mountain Daylight Time) on the last business day before the meeting ; or (ii) the chair of the meeting prior to the start time of the meeting ; or in any other manner permitted by law. If you are a beneficial shareholder, you can revoke voting instructions you previously submitted by contacting your nominee. Shareholder proposals If you want to present a shareholder proposal at our 2027 annual meeting of shareholders, you must submit it by February 8, 2027, to be considered for inclusion in next year's management information circular. Send your shareholder proposals to: Corporate Secretary Pembina Pipeline Corporation 4000, 585 - 8 th Avenue S.W. Calgary, Alberta T2P 1G1 ‌ Business of the Meeting The meeting will cover the following items of business: Receive our 2025 Audited Consolidated Financial Statements You have received our 2025 Audited Consolidated Financial Statements and the auditors' report thereon, which are included in our 2025 Annual Report, if you requested a copy. You can also access a copy of our 2025 Annual Report on our website ( www.pembina.com ), on SEDAR+ ( www.sedarplus.ca ) and on EDGAR ( www.sec.gov ), or you can request a copy from our Investor Relations department at 1-855-880-7404 or [email protected] . Our policy on majority voting According to our majority voting policy, each director must receive a majority of the votes cast for their election, or they must resign immediately following the meeting. The governance, nominating and corporate social responsibility committee will consider the resignation and recommend to the board the action to be taken. The director who resigned does not participate in these discussions. The board will consider the committee's recommendation and, within 90 days of the meeting, will accept the resignation unless there are exceptional circumstances. The resignation will be effective when it is accepted by the board. The board will announce its decision in a news release. If the board accepts the resignation, it can appoint a new director, call a meeting of shareholders to vote for other candidates or leave the position vacant until the next annual meeting of shareholders. Our majority voting policy does not apply if a director election is contested. Elect our directors Our articles provide that the board must have between five and 13 directors. In accordance with our by-laws, the board has fixed the number of directors to be elected at the meeting at 10. The following 10 persons are nominated for election to the board at the meeting: Henry W. Sykes (chair) J. Scott Burrows Cynthia Carroll Alister Cowan Ana Dutra Maureen E. Howe David M.B. LeGresley Andy J. Mah Leslie A. O'Donoghue Bruce D. Rubin All of the nominated directors currently serve on our board. Turn to the profiles starting on page 17 for detailed information about each nominated director. The directors elected at the meeting will serve until the next annual meeting of shareholders, or until their successors are elected or appointed. The proxy form allows you to vote for the election of each nominated director, vote for some of them and withhold your vote for others, or withhold your vote for each of them. The board recommends you vote for the election of each nominated director. Unless instructed otherwise, the management nominees named in the proxy form and voting instruction form will vote for the election of each nominated director. Appoint our auditors You will vote on appointing our external auditors. The audit committee and the board propose that KPMG LLP ( KPMG ), Chartered Professional Accountants, be appointed as auditors of Pembina to serve until the next annual meeting of shareholders. The audit committee will recommend KPMG's compensation to the board for its review and approval. The board recommends you vote for appointing KPMG as our auditors until the close of the next annual meeting of shareholders. Unless instructed otherwise, the management nominees named in the proxy form and voting instruction form will vote for the appointment of KPMG as our auditors. ‌Through the processes described in the Auditor independence section, the audit committee has confirmed KPMG is independent with respect to Pembina within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and applicable legal requirements. KPMG has also confirmed that they are independent with respect to Pembina under all relevant U.S. professional and regulatory standards. Representatives of KPMG will attend the meeting and will be available to respond to any questions. Shareholder engagement Pembina remains committed to engaging with stakeholders on the topic of auditor independence and tenure. Following extensive shareholder engagement in 2023 and 2024, in 2025, members of Pembina's management and members of our Investor Relations team participated in approximately 250 unique meetings with shareholders, including 14 investor conferences and road shows across Canada, the U.S. and Europe. At certain of these meetings, among other topics, auditor independence and tenure, including consideration thereof by the audit committee, were discussed. At our 2025 annual meeting of shareholders, the vote in favour of the appointment of KPMG remained consistent with the vote in 2024, receiving 89.36% of the common shares voted at the meeting. See page 40 for more information on Pembina's overall shareholder engagement strategy. Auditor fees The following table shows the fees paid to KPMG for the fiscal years ended December 31, 2024 and 2025. Fee category 2024 ($) 2025 ($) Audit fees Fees for auditing our annual financial statements, reviewing our quarterly financial statements, and services related to statutory and regulatory filings or engagements, review of information contained in various prospectuses and other securities offering documents, and assistance to underwriters. Audit-related fees and regulatory filings and securities offering documents, reasonably related to the performance of 160,107 the audit or review of Pembina's financial statements and not reported under Audit fees above, including audit fees for certain pension plans. 145,175 Tax fees Fees for non-audit tax services provided by KPMG's tax division, include fees for tax consultation, 20,800 compliance fees for preparing and filing tax returns for certain subsidiaries. 75,274 All other fees Fees for other products and services provided by the auditors not described above, which included 247,844 governance ( ESG ) sustainability reporting. 170,907 Total fees 4,289,794 5,717,888 Fees for assurance and related services, including French translations in connection with statutory 3,861,043 5,326,532 tax advice/planning and tax compliance. Fees in both years included tax consultation and fees related to assurance over greenhouse gas ( GHG ) emissions and environment, social and The audit committee annually reviews and approves the terms and scope of the external auditors' engagement. The audit committee maintains a pre-approval policy with respect to permitted non-audit services whereby pre-approval of the audit committee is required for all non-audit services in order to mitigate the risk of non-audit services impacting the auditor's independence. The audit committee is permitted to delegate to the chair of the audit committee pre-approval authority for services not previously approved by the audit committee. All such services approved by the chair of the audit committee are subsequently reviewed by the audit committee. The audit committee charter provides that fees for audit and audit-related services must be greater than 50% of the total fees paid to the auditor in a fiscal year. ‌Auditor independence Controls to ensure independence continuous and annual review of independence periodic comprehensive review of external auditor low quantum of non-audit fees with KPMG and audit committee charter limits on non-audit fees KPMG internal controls and safeguards that meet or exceed SEC and IESBA requirements adherence to mandatory audit partner rotation requirements and cooling-off periods in camera meetings excluding management at each quarterly audit committee meeting PCAOB and CPAB audits Pembina recognizes that auditor independence is the foundation of audit quality and public confidence in our financial information. As such, Pembina's auditor selection process is designed to maintain auditor independence while balancing the need for continuity of knowledge in order to ensure a high-quality audit provided by a firm with the depth and breadth of experience to effectively and efficiently audit a company with complex business operations. Globally, various jurisdictions employ different regulatory controls to ensure external auditor independence. In Europe, regulations focus heavily on audit firm rotation. In Canada and the United States, greater focus is placed on other controls. Pembina adheres to the external auditor independence rules of both the U.S. Securities and Exchange Commission ( SEC ) and International Ethics Standards Board for Accountants ( IESBA ). The audit committee, along with management, continuously assesses the external auditor and, on an annual basis, conducts a formal review of the external auditor and recommends to the board whether to propose the reappointment of KPMG or to consider other audit firms. The audit committee also conducts a more comprehensive review of the external auditor every five years. Below are details regarding factors the audit committee considers when assessing KPMG's independence. Audit committee expertise and independence reviews All members of the audit committee are independent and financially literate within the meaning prescribed by U.S. and Canadian securities laws and two of the members of the committee are designated financial experts under NYSE rules. The audit committee completes an annual review of the external auditor, which consists of an assessment of independence, quality of the audit team, and quality of communications and interactions with the external auditor. As part of its annual assessment on independence, the audit committee also receives and reviews the auditor's reports regarding independence. The audit committee also considers any factors that may impair the independence of the auditor at each audit committee meeting. The audit committee believes that transparent and open communication is essential to maintaining auditor independence and maintains an open and direct line of communication between the auditors and the chair of the audit committee and the audit committee itself. Pembina's annual information form ( AIF ) includes more information about the audit committee, including the committee charter, beginning on page 111 of the AIF. The 2025 AIF is available on our website ( www.pembina.com ), on SEDAR+ ( www.sedarplus.ca ) and on EDGAR ( www.sec.gov ). Comprehensive review of auditor The audit committee and management conduct a comprehensive review of the external auditor at least every five years to further enhance the governance processes relating to auditor independence and audit quality. A comprehensive review was completed in 2025 (for the five-year period from 2020 to 2024) using the approach recommended by the Enhancing Audit Quality initiative by CPA Canada and the Canadian Public Accountability Board ( CPAB ) as well as guidance from the Centre of Audit Quality to safeguard against institutional familiarity threats. The comprehensive review provides the audit committee with data on three key factors of audit quality for the committee to consider and assess: independence, objectivity and professional skepticism, quality of the engagement team, and quality of communications and interactions with the external auditor. The results of this review supported the continuation of KPMG's audit engagement. Pembina is committed to conducting this review at least every five years. ‌Auditor fees and objectivity considerations The audit committee understands that the magnitude of fees paid to an auditor could negatively impact auditor independence if a financial interest will inappropriately influence an auditor's judgment or behaviour. In reaching the conclusion to recommend the re-appointment of KPMG as our auditors, the audit committee considered the magnitude of the fees that Pembina pays to KPMG. For 2025, KPMG has confirmed to the audit committee that the fees payable to KPMG were not material to KPMG. There is also a risk that independence could be compromised if an auditor is deterred from acting objectively because of actual or perceived influence or pressures. The audit committee considers safeguards that KPMG has implemented to manage this risk as an important element of its assessment of audit quality. KPMG has multiple layers of internal controls and safeguards designed to ensure audit staff are independent of Pembina that meet or exceed the International Code of Ethics for Professional Accountants established by the IESBA and SEC requirements, including: the assignment of an engagement quality control review partner to the audit engagement by a risk management partner, the involvement of experienced national office professionals outside of the engagement team when dealing with complex or judgmental matters, the structure of the respective firms, and compensation policies in place. Given the audit committee's understanding of the relative magnitude of fees paid to KPMG, as well as the audit committee's evaluation of safeguards that have been implemented by KPMG, the audit committee has determined that these risks with respect to auditor independence have been appropriately managed. Partner rotations and partner qualifications As part of the annual review of auditor independence, the audit committee assesses KPMG's ongoing compliance with mandatory rotation requirements. Under mandatory rotation requirements, the lead audit partner and quality review partner may serve a maximum of five years, followed by a five-year period without any involvement in the Pembina audit engagement. For other audit partners of KPMG involved in the Pembina audit, the mandatory rotation occurs after a maximum of seven years of service followed by a two-year period without any involvement in the Pembina audit engagement. This rotation helps ensure auditor independence is maintained by changing the key personnel working on Pembina's audit after a set period of time. Our lead audit partner last rotated for the 2023 audit. Pembina has never had the same lead audit partner for more than a single rotation. In addition to the partner rotations described above, all lead partners and quality review partners must satisfy the following minimum requirements: Chartered Professional Accountant, in good standing, industry-specific experience, completion of relevant professional development and accreditation training, knowledge of, and experience with, the applicable financial reporting framework and auditing standards, and knowledge of, and experience with, applicable Canadian securities laws and SEC rules and regulations. The audit committee is satisfied with KPMG's ongoing compliance with the regulatory mandated rotation requirements (five and seven years, as applicable in the circumstances) as well as the transition plans that have been followed to on-board qualified engagement partners who are new to providing audit services to Pembina. PCAOB and CPAB Audits Two independent regulatory bodies, the CPAB in Canada and the Public Company Accounting Oversight Board ( PCAOB ) in the United States carry out stringent audit quality assessments of audit firms. The PCAOB publishes the results of its inspection for each audit firm on their website. By PCAOB regulations, the auditor is required to report any breach of independence rules to the audit committee, including their evaluation of the breach. There have been no independence issues identified for the last five years. Say on pay votes In 2025, our executive compensation approach was supported by 96.74% of shareholder votes for our say on pay resolution. ‌Vote on our approach to executive compensation You will vote on our approach to executive compensation disclosed in this circular. A key principle underlying executive compensation at Pembina is 'pay for performance'. We believe that linking executive compensation to strategy and corporate performance helps us attract and retain excellent people and motivates them to focus on our success. You will find a detailed discussion of our executive compensation program beginning on page 59 of this circular. The board gives shareholders the opportunity every year to vote for or against our approach to executive compensation (to have a say on pay ). This is an advisory vote, so the results of the "say on pay" resolution will not be binding on the board. The board will, however, 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 their concerns in mind. In 2025, our approach to executive compensation was supported by 343,606,218 votes in favour of our say on pay resolution (96.74% of the common shares voted at the meeting), with 11,594,140 votes against (3.26% of the common shares voted at the meeting). At the meeting, you will be asked to consider and, if deemed advisable, approve the following non-binding resolution: RESOLVED , on an advisory basis and not to diminish the role and responsibilities of the board of directors of Pembina Pipeline Corporation ( Pembina ), that the common shareholders of Pembina ( shareholders ) accept the approach to executive compensation disclosed in Pembina's 2026 Management Information Circular delivered in advance of the 2026 annual meeting of shareholders. This resolution conforms to the language of the resolution recommended by the Canadian Coalition for Good Governance. The board recommends you vote for our approach to executive compensation. Unless instructed otherwise, the management nominees named in the proxy form and voting instruction form will vote for our approach to executive compensation as described in this circular. Other business You will vote on any other items of business that may be properly brought before the meeting. As of the date of this circular, we are not aware of any other matters to be brought before the meeting. ‌ About the Nominated Directors To ensure strong stewardship, the board needs to operate independently, have a prudent mix of relevant skills and experience, including industry knowledge and experience, a mix of tenures, sufficiently diverse backgrounds and opinions to support balanced discussion and debate, and must be a manageable size to facilitate productive discussion and decision-making. We believe this year's group of 10 nominated directors meets all of these requirements. The profiles on the following pages tell you about each nominated director's background and experience, independence, meeting attendance, share ownership, other public company directorships and voting results from our 2025 annual meeting of shareholders (as applicable). All information is provided as of March 19, 2026, unless indicated otherwise. All of the nominated directors are independent except Mr. Burrows, who is our President and Chief Executive Officer ( CEO ). The board has reviewed the independence and qualifications of the non-executive directors and has recommended their nomination. A strong and diverse slate of nominated directors 9 Independent (all directors except the CEO) 90% Non-independent 10% 1 Independence Age <60 10% 1 average age 64.3 9 60-69 90% Tenure (independent directors) <5 years 5-10 years 40% 40% 3 average 4 tenure 8 years 2 >10 years 20% Diverse 50% 5 board diversity 1 50% Non-Diverse 50% 5 Diversity Male 60% 6 4 Female 40% Gender Geographic location US 30% 3 7 Canada 70% 1 An individual is considered diverse if the individual belongs to one of the four designated groups in the Employment Equity Act (Canada): Indigenous peoples, persons with disabilities, members of visible minorities and women. ‌Henry W. Sykes (67) Independent | 2025 voting results: 347,919,660 (97.95%) for , 7,280,704 (2.05%) withheld Chair Director since October 2017 Calgary, Alberta Canada Areas of Expertise capital allocation safety, health and environmental social and corporate governance human resources and compensation legal and regulatory government relations Mr. Sykes was the President and director of MGM Energy Corp. ( MGM ), a Canadian public energy company focused on the acquisition and development of hydrocarbon resources in Canada's Northwest Territories and Arctic regions, from January 2007 to June 2014. Before he joined MGM, he was the President of ConocoPhillips Canada from 2001 to 2006 and the Executive Vice-President, Business Development of Gulf Canada Resources Ltd. before that. Mr. Sykes began his career as a lawyer and specialized in mergers and acquisitions, securities and corporate law. He is a director of Werklund Centre Foundation ( Werklund ) and the Arctic Institute of North America ( Arctic Institute ). He previously chaired the Arctic Institute and the Arts Common Foundation (now Werklund) and is also a director of several private companies involved in the oil and gas industry. He has a Bachelor of Arts in economics from McGill University, a law degree from the University of Toronto and a Master of Laws degree from the London School of Economics. Mr. Sykes has been honoured with a King's Counsel designation in Alberta for his contributions to the legal profession and is a member of the Institute of Corporate Directors. 2025 Board and committee membership and attendance Board of directors 7 of 7 meetings 100% Other public company boards and committee memberships 1 None Meets share ownership requirement Total value 2 Deferred share Common shares units Securities held as of March 19, 2026 18,390 41,495 $3,672,747 Yes 1 Mr. Sykes was a director of Parallel Energy Trust (a TSX listed company) from March 2011 to February 2016. On November 9, 2015, Parallel Energy Trust filed an application in the Court of Queen's Bench of Alberta for creditor protection under the Companies' Creditors Arrangement Act (Canada), and on November 9, 2015 filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code . In the Chapter 11 proceedings, the U.S. Bankruptcy Court approved the sale of the assets of Parallel Energy Trust and the sale closed on January 28, 2016. On March 3, 2016, the Canadian entities of Parallel Energy Trust filed for bankruptcy under the Bankruptcy and Insolvency Act (Canada) and a notice to creditors was sent by the trustee on March 4, 2016. 2 Based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. Deferred share units ( DSUs ) for directors include units issued under our DSU plan and units accrued as dividend equivalents (see Director compensation on page 56 for more information). ‌J. Scott Burrows (46) Non-independent | 2025 voting results: 353,751,053 (99.59%) for , 1,449,311 (0.41%) withheld Director since February 2022 Calgary, Alberta Canada Areas of Expertise financial/accounting management capital allocation human resources and compensation enterprise risk management Mr. Burrows has been the President and CEO of the company since February 2022. Prior to his current role, Mr. Burrows served as Pembina's Interim President and CEO from November 2021 to February 2022 and prior to that, he was Pembina's Chief Financial Officer from 2015 to November 2021. Prior to his role as Chief Financial Officer, Mr. Burrows served as Pembina's Vice President, Capital Markets and as Vice President, Corporate Development and Investor Relations. Before joining Pembina in November 2010, Mr. Burrows spent seven years in energy-focused investment banking where he provided advice related to mergers and acquisitions, dispositions, joint ventures and equity and debt financings. He has considerable experience in the energy industry, including petroleum, natural gas and other product pipelines and related infrastructure facilities. Mr. Burrows has a Bachelor of Commerce from the University of British Columbia, is a CFA ® Charterholder and is a member of the Institute of Corporate Directors. 2025 Board and committee membership and attendance Board of directors 7 of 7 meetings 100% Other public company boards and committee memberships National Bank of Canada | TSX Audit Securities held as of March 19, 2026 Restricted and performance share Common shares units Total value 1 Meets share ownership requirement 2 62,416 430,404 $30,224,651 Yes 1 Based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. As CEO, Mr. Burrows is not entitled to DSUs issued under our DSU plan. Restricted and performance share units include units issued under our share unit plan and units accrued as dividend equivalents (see Executive compensation on page 59 for more information) and their value is based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. Total value does not include the value of the subscription receipts held by Mr. Burrows. 2 Not including the value of PSUs. ‌Cynthia Carroll (69) Independent | 2025 voting results: 347,143,476 (97 . 73%) for , 8,056,888 (2.27%) withheld Director since May 2020 Naples, Florida U.S. Areas of Expertise operational excellence capital allocation safety, health and environmental Ms. Carroll most recently served as the CEO of Anglo American plc from 2007 to 2013. Ms. Carroll began her career as an exploration geologist at Amoco Production Company in Denver, Colorado before joining Alcan Aluminum Corporation ( Alcan ). Ms. Carroll held various executive roles at Alcan, including President of Bauxite, Alumina and Specialty Chemicals and CEO of the Primary Metal Group, Alcan's core business. She previously chaired the boards of Anglo American Platinum Ltd., De Beers Société Anonyme, Vedanta Resources Holdings Ltd., and the World Economic Forum, Mining and Metals Industry group. She has also served on the boards of BP, the International Council on Mining and Metals, the International Aluminum Institute, The American Aluminum Association, Sara Lee Corporation, Century Aluminum Company and Hitachi Ltd. Ms. Carroll holds a bachelor's degree in Geology from Skidmore College, a Master of Science degree in Geology from the University of Kansas, and a Master of Business Administration from Harvard University. She was awarded an Honorary Doctorate of Science from the University of Exeter, Honorary Doctorate of Laws from Skidmore College and an Honorary Doctorate of Economics from the University of Limerick. She is a fellow of the Royal Academy of Engineers and a Fellow of the Institute of Materials, Minerals and Mining. Ms. Carroll is also a member of the Institute of Corporate Directors. 2025 Board and committee membership and attendance Board of directors 7 of 7 meetings 100% Human resources and compensation committee 6 of 6 meetings 100% social and corporate governance human resources and compensation global business activity Safety, environment and operational excellence committee (chair) 5 of 5 meetings 100% Other public company boards and committee memberships government relations Baker Hughes Company | NASDAQ Audit; human capital and compensation (chair) Glencore plc | LSE and JSE Ethics, compliance and culture (chair); remuneration; nomination; health and safety, environment and communities Meets share ownership requirement Total value 1 Deferred share Common shares units Securities held as of March 19, 2026 - 28,208 $1,729,997 Yes 1 DSUs for directors include units issued under our DSU plan and units accrued as dividend equivalents (see Director compensation on page 56 for more information) and their value is based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. ‌Alister Cowan (61) Independent | 2025 voting results: 354,553,317 (99.82%) for , 647,046 (0.18%) withheld Director since December 2024 Calgary, Alberta Canada Areas of Expertise operational excellence financial/accounting management capital allocation social and corporate governance global business activity enterprise risk management Mr. Cowan has over 30 years of experience in the energy industry and has significant financial executive level experience at various public companies. In 2023, he was the Executive Advisor of Suncor Energy Inc. ( Suncor ), a globally competitive integrated energy company. Mr. Cowan was previously the Chief Financial Officer of Suncor from 2014 to 2023 where he oversaw financial operations, accounting, investor relations, treasury, tax, internal audit and enterprise risk management. Prior to joining Suncor, Mr. Cowan was the Chief Financial Officer of Husky Energy Inc. from 2008 to 2014. Before that, he was the Executive Vice President and Chief Financial Officer and Chief Compliance Officer of British Columbia Hydro and Power Authority from 2004 to 2008. Mr. Cowan has gained expansive experience in energy, mining, industrial and chemical processing, retail and regulated utilities industries throughout his career, also having key roles in strategy development, capital allocation, mergers and acquisitions, capital markets financing and environmental, social and governance. Mr. Cowan has a Bachelor of Arts in Accounting and Finance from Heriot-Watt University. He is a member of the Institute of Chartered Accountants of Scotland and also a member of the Institute of Corporate Directors. 2025 Board and committee membership and attendance Board of directors 7 of 7 meetings 100% Audit committee 4 of 4 meetings 100% Human resources and compensation committee 4 of 4 meetings 1 100% Other public company boards and committee memberships The Chemours Company | NYSE Independent lead director of the board; Audit, risk and finance (chair) Smiths Group plc | LSE Audit and risk; remuneration and people (chair); separation oversight; nomination and governance Meets share ownership requirement Total value 2 Deferred share Common shares units Securities held as of March 19, 2026 11,671 5,522 $1,054,447 Yes 1 Mr. Cowan was appointed to the human resources and compensation committee on May 6, 2025 and attended all human resources and compensation committee meetings after his appointment. 2 DSUs for directors include units issued under our DSU plan and units accrued as dividend equivalents (see Director compensation on page 56 for more information) and their value is based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. ‌Ana Dutra (61) Independent | 2025 voting results: 352,858,060 (99.34%) for , 2,342,303 (0.66%) withheld Director since May 2022 Indian River Shores, Florida U.S. Areas of Expertise social and corporate governance sustainability/ESG human resources and compensation global business activity Ms. Dutra is the CEO of Mandala Global Advisors LLC, a global board and management advisory company for accelerating business growth through innovation, globalization and turn around strategies, which she founded in 2013. She was previously the CEO of The Executives' Club of Chicago, a world-class senior executives organization focused on the development, innovation and networking of current and future business and community leaders, from 2014 until her retirement in 2018. From 2007 to 2013, she was a Proxy Officer and CEO of Korn Ferry Consulting. Ms. Dutra has a Bachelor in Economics from the Universidade Federal do Rio de Janeiro, a Juris Doctor from the Universidade do Estado do Rio de Janeiro and a Master in Economics from Pontificia Universidade Catolica do Rio de Janeiro. In addition, Ms. Dutra also holds a Master of Business Administration from Kellogg School of Management at Northwestern University, where she continues to serve as a lecturer in the areas of strategy and innovation, leadership development and globalization. Ms. Dutra has extensive experience in ESG and climate, digital technology, enterprise resource planning systems, has a CERT Certification in cybersecurity oversight by Carnegie Mellon University and the National Association of Corporate Directors, a Diligent Institute ESG Leadership Certification, and has a Qualified Risk Director designation by the Directors and Chief Risk Officers Organization Institute. Ms. Dutra is also a member of the Institute of Corporate Directors. 2025 Board and committee membership and attendance Board of directors 7 of 7 meetings 100% Audit committee 1 of 1 meetings 1 100% enterprise risk management Governance, nominating and corporate social responsibility committee 4 of 4 meetings 100% technology/systems/data management Human resources and compensation committee 4 of 4 meetings 2 100% Other public company boards and committee memberships 3 CarParts.com, Inc. | NASDAQ Nominating and corporate governance; compensation (chair) Aldabra 4 Liquidity Opportunity Vehicle, Inc. | NASDAQ Audit; compensation (chair) Meets share ownership requirement Total value 4 Deferred share Common shares units Securities held as of March 19, 2026 - 17,231 $1,056,777 On track 5 1 Ms. Dutra stepped down from the audit committee on May 6, 2025 and attended all audit committee meetings prior to such date. 2 Ms. Dutra was appointed to the human resources and compensation committee on May 6, 2025 and attended all human resources and compensation committee meetings after her appointment. 3 Ms. Dutra is a director of Amyris, Inc. ( Amyris ), which was de-listed from the NASDAQ in August 2023. Amyris and certain of its American subsidiaries commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware in August 2023 in connection with an operational and financial restructuring. Amyris completed its Chapter 11 proceedings and its plan of reorganization became effective May 7, 2024. 4 DSUs for directors include units issued under our DSU plan and units accrued as dividend equivalents (see Director compensation on page 56 for more information) and their value is based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. 5 Ms. Dutra has five years from the date of her appointment on May 6, 2022 to meet the share ownership requirement. See Director compensation - Building equity ownership on page 57 for more information. ‌Maureen E. Howe (68) Independent | 2025 voting results: 348,774,032 (98.19%) for , 6,426,331 (1.81%) withheld Ms. Howe was a Research Analyst and Managing Director at RBC Capital Markets in equity research from 1996 until 2008. She specialized in the area of energy infrastructure, which included power generation, transmission and distribution, oil and gas transmission and distribution, gas processing, and alternative energy. Prior to joining RBC Capital Markets, Ms. Howe held various positions in the area of capital markets, including investment banking, portfolio management, and corporate finance. Ms. Howe has a Bachelor of Commerce (Honours) from the University of Manitoba and a Ph.D. in Finance from the University of British Columbia. She is a member of the Institute of Corporate Directors. 2025 Board and committee membership and attendance Director since Board of directors 7 of 7 meetings 100% October 2017 Audit committee (chair) 4 of 4 meetings 100% Vancouver, British Columbia Canada Areas of Expertise financial/accounting Governance, nominating and corporate social responsibility committee 4 of 4 meetings 100% Other public company boards and committee memberships management capital allocation engineering/technology/ research/academia social and corporate governance Methanex Corporation | TSX, NASDAQ Corporate governance (chair); audit, finance and risk Freehold Royalties Ltd. | TSX Audit, finance and risk (chair); reserves Meets share ownership requirement Total value 1 Deferred share Common shares units Securities held as of March 19, 2026 27,000 16,118 $2,644,427 Yes 1 Based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. DSUs for directors include units issued under our DSU plan and units accrued as dividend equivalents (see Director compensation on page 56 for more information). ‌David M.B. LeGresley (67) Independent | 2025 voting results: 336,170,044 (94.64%) for , 19,030,319 (5.36%) withheld Director since Mr. LeGresley is an experienced Canadian corporate director having served on a number of public and private boards, both large and small cap since 2008, including serving as the chair of the board of directors of EQB Inc. from 2014 to 2023. Mr. LeGresley was the Vice Chairman of National Bank Financial from 2006 to 2008 and the Executive Vice President, Corporate and Investment Banking from 1999 to 2006. Before that, he held investment banking positions at Salomon Brothers Canada and CIBC Wood Gundy. He has a Bachelor of Applied Science in Engineering from the University of Toronto and a Master of Business Administration from Harvard Business School. Mr. LeGresley is a graduate of the Institute of Corporate Directors Education Program and holds the designation ICD.D. 2025 Board and committee membership and attendance Board of directors 7 of 7 meetings 100% August 2010 Toronto, Ontario Governance, nominating and corporate social responsibility committee (chair) 4 of 4 meetings 100% Canada Areas of Expertise financial/accounting management engineering/technology/ research/academia human resources and compensation social and corporate governance Human resources and compensation committee 6 of 6 meetings 100% Other public company boards and committee memberships None Meets share ownership requirement Total value 1 Deferred share Common shares units Securities held as of March 19, 2026 48,864 61,605 $6,775,064 Yes 1 Based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. DSUs for directors include units issued under our DSU plan and units accrued as dividend equivalents (see Director compensation on page 56 for more information). ‌Andy J. Mah (67) Independent | 2025 voting results: 350,033,353 (98.55%) for , 5,167,010 (1.45%) withheld February 2023 2025 Board and committee membership and attendance Calgary, Alberta Board of directors 7 of 7 meetings 100% Canada Audit committee 4 of 4 meetings 100% Areas of Expertise Human resources and compensation committee (chair) 6 of 6 meetings 100% Director since Mr. Mah has over 40 years of experience in the oil and gas industry and has significant executive level experience that includes all facets of the Canadian upstream oil and gas industry, including U.S. and international assignments. Mr. Mah was the CEO of Advantage Energy Ltd. ( Advantage ), a Canadian oil and gas exploration and production company, from January 2009 to December 2021. Prior to Advantage, Mr. Mah held c-suite and leadership positions at Ketch Resources Trust, Unocal Corporation, Northrock Resources Ltd., and BP Canada. Mr. Mah has a Bachelor of Science in Chemistry and a Bachelor of Science in Chemical Engineering from the University of Saskatchewan. Mr. Mah is a member of the Association of Professional Engineers and Geoscientists of Alberta ( APEGA ) and is also a member of the Institute of Corporate Directors. operational excellence capital allocation engineering/technology/ research/academia safety, health and environmental human resources and compensation government relations Other public company boards and committee memberships Bonterra Energy Corporation | TSX Chair of the board; reserves; human resources and compensation Meets share ownership requirement Total value 1 Deferred share Common shares units Securities held as of March 19, 2026 21,285 9,300 $1,875,778 Yes 1 Based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. DSUs for directors include units issued under our DSU plan and units accrued as dividend equivalents (see Director compensation on page 56 for more information). ‌Leslie A. O'Donoghue (63) Independent | 2025 voting results: 339,517,640 (95.58%) for , 15,682,723 (4.42%) withheld Director since December 2008 Calgary, Alberta Canada Areas of Expertise operational excellence capital allocation safety, health and environmental social and corporate governance enterprise risk management legal and regulatory Ms. O'Donoghue spent over 20 years at Nutrien Ltd., an agricultural chemical manufacturing company, and its predecessor Agrium Inc. in various executive leadership roles. Her most recent position was Executive Vice President, Advisor to the CEO in 2019. Prior to that, she was the Executive Vice President and Chief Strategy and Corporate Development Officer from 2018 to 2019. While at Agrium Inc., Ms. O'Donoghue held a number of roles including, Executive Vice President, Corporate Development & Strategy & Chief Risk Officer from 2012 to 2018, Executive Vice President, Operations from 2011 to 2012 and Chief Legal Officer and Senior Vice President, Development from 2009 to 2011. Before joining Agrium Inc. in 1999, Ms. O'Donoghue was a partner in the national law firm of Blake, Cassels & Graydon LLP. 2025 Board and committee membership and attendance Board of directors 7 of 7 meetings 100% Audit committee 4 of 4 meetings 100% Safety, environment and operational excellence committee 5 of 5 meetings 100% Other public company boards and committee memberships Methanex Corporation | TSX, NASDAQ Audit, finance and risk human resources (chair) Securities held as of March 19, 2026 Deferred share Common shares units Total value 1 Meets share ownership requirement 35,588 78,256 $6,982,053 Yes She has a Bachelor of Economics from the University of Calgary and Bachelor of Laws from Queen's University. Ms. O'Donoghue has been honoured with a King's Counsel designation in Alberta for her contributions to the legal profession and is a member of the Institute of Corporate Directors. ; 1 Based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. DSUs for directors include units issued under our DSU plan and units accrued as dividend equivalents (see Director compensation on page 56 for more information). ‌Bruce D. Rubin (69) Independent | 2025 voting results: 349,185,693 (98.31%) for , 6,014,670 (1.69%) withheld Director since May 2017 Swarthmore, Pennsylvania U.S. Areas of Expertise operational excellence engineering/technology/ research/academia safety, health and environmental global business activity government relations Mr. Rubin has over 45 years of experience, including various executive and advisory positions and board memberships in the private equity space in the energy, refining and petrochemical sectors. He was CEO of Sunoco Chemicals Inc. and a Senior Vice President of Sunoco Inc. from 2008 to 2010, following various other executive positions held earlier in his 32-year career with that company. He oversaw the successful transition of Sunoco Chemicals to Braskem America and supported the successful acquisition by Braskem America of the polypropylene business of The Dow Chemical Company. Mr. Rubin was the first CEO of Braskem America and served with Braskem America in an executive capacity from 2010 until 2013. He was also an Executive Advisor for Court Square Capital Partners from 2013 to 2015, an Operating Advisor for The Carlyle Group from 2015 to 2017, and an advisor for Braskem America from 2014 to 2017. Mr. Rubin has a Master of Business Administration in Finance and Management from Widener University and a Bachelor of Science in Chemical Engineering from the University of Pennsylvania. He is a member of the Institute of Corporate Directors. 2025 Board and committee membership and attendance Board of directors 7 of 7 meetings 100% Audit committee 3 of 3 meetings 1 100% Human resources and compensation committee 2 of 2 meetings 2 100% Safety, environment and operational excellence committee 5 of 5 meetings 100% Other public company boards and committee memberships None Securities held as of March 19, 2026 Deferred share Meets share ownership Common shares units Total value 3 requirement 20,000 36,166 $3,443,569 Yes 1 Mr. Rubin was appointed to the audit committee on May 6, 2025 and attended all audit committee meetings after his appointment. 2 Mr. Rubin stepped down from the human resources and compensation committee on May 6, 2025 and attended all human resources and compensation committee meetings prior to such date. 3 Based on US$44.65, the closing price of our common shares on the NYSE on March 19, 2026 and the Reuters noon U.S. Canadian dollar foreign exchange rate of 1.37235 as at March 19, 2026. DSUs for directors include units issued under our DSU plan and units accrued as dividend equivalents (see Director compensation on page 56 for more information) and their value is based on $61.33, the closing price of our common shares on the TSX on March 19, 2026. ‌Corporate Governance This section of our circular describes our governance practices, the board's responsibilities, and what we expect of the directors who serve on the board. Where to find it 29 Our Governance Practices 41 About the Board of Directors 49 Board Committees 56 Director Compensation About the Shareholder Meeting - About the Nominated Directors Pembina Pipeline Corporation • 2026 Management Information Circular 28 ‌ Our Governance Practices Good governance is important for all our stakeholders - our customers, our investors, our employees and the communities where we operate. Strong stewardship by the board, and high standards of governance and ethics throughout our business, are essential for achieving our purpose and strategy and operating our business effectively. Our governance practices meet or exceed legal and stock exchange requirements that apply to us. We also regularly benchmark ourselves against our peers to ensure we are following best practices. We continue to focus on ensuring our practices are aligned with our TSX 60 peer group. Corporate governance guidelines Our board and management operate under corporate governance guidelines that set out our commitment to principles of good governance. Board independence an independent board chair audit committee, human resources and compensation committee and governance, nominating and corporate social responsibility committee members must be independent majority of the board must be independent in-camera sessions held without management and non-independent directors at each regularly scheduled meeting Board diversity commitment to maintaining a reasonable diversity of background, skills, education, experience and personal characteristics among the directors commitment to diversity of tenure through reasonable board turnover and renewal commitment to our board diversity policy, which includes specific targets for women and overall diversity, including Indigenous peoples, persons with disabilities and members of other racial, ethnic and/or visible minorities Board effectiveness formal process for nominating directors and succession planning ongoing director orientation and director education program clearly established and distinct roles of board members, board chair and committee chairs commitment to maintaining dialogue between management and directors ability of the board and board committees to seek independent advice as appropriate formal board assessment and peer review process, including engaging a third-party independent advisor at least every three years Integrity and ethical conduct commitment for directors to possess the highest professional ethics, integrity and values and be committed to representing long-term interests of the company monitoring of overboarding, board interlocks, and other potential conflicts of interest commitment to ensuring the integrity of internal controls and public disclosure established equity ownership requirements for directors formal policy on majority voting Organizational effectiveness requirement of the board to oversee corporate strategy and manage organizational risks ‌The board's mandate Board charter You can find a copy of the board's charter in Schedule "A" to this circular or on our website ( https://www.pembina.com ). The board's oversight of sustainability and ESG crosses many of the responsibilities in its charter, including ensuring an ethical culture, overseeing strategy and risk, increasing diversity, approving reporting and overseeing compensation design. You can read about the board's efforts throughout this section. The board's approach to governing sustainability and ESG is discussed on page 34. Pembina's sustainability report and performance data are available on our website at: https://www.pembina.com/sustainability/ The board oversees our business, provides guidance to management, monitors management's activities and sets corporate policy. The board is also responsible for developing our approach to corporate governance, including policies, standards and practices that ensure we operate ethically and meet or exceed the laws and regulations that apply to us. The board's charter sets out specific matters that must be approved by the full board. All significant strategy-related operational, governance, financial and risk management decisions that could affect our shareholders are reviewed by the board. The board's charter includes: ensuring an ethical culture; strategic planning oversight; risk management oversight; executive succession planning and diversity; financial management and reporting; and director and senior officer compensation. The board, in conjunction with the governance, nominating and corporate social responsibility committee, also oversees Pembina's overall ESG strategy. The board fulfils its duties directly and by delegating certain responsibilities to its four standing committees (see page 49 for information about the committees). Ensuring an ethical culture Ethics policies Pembina maintains the following policies and standards: Code of ethics Whistleblower policy Anti-bribery policy Sanctions policy Community relations policy Indigenous and Tribal relations policy Supplier code of conduct One of our most valuable assets is our reputation as a leading energy transportation and midstream service provider, with consistent financial performance and long-term financial stability. Fostering and ensuring a culture that promotes integrity and ethical conduct is key to maintaining our reputation. Our commitment to respecting human rights applies to all of our directors, officers and employees and also extends to all of our consultants, contractors and subcontractors working at our sites and includes, among other things: eliminating unlawful discrimination and harassment in the workplace; recognizing the legal rights of all individuals and communities, including women, Indigenous peoples, persons with disabilities, members of other racial, ethnic and/or visible minorities, and the economically disadvantaged; respecting the importance of the environment in the communities where we operate; respecting employee rights related to freedom of association and collective bargaining; recognizing the right to water as a fundamental human right; and addressing risks of modern slavery, forced labour and child labour (as applicable, recognizing that the risk of these human rights violations is very low due to the primary geography of Pembina's operations). Our commitment to respecting human rights is informed by the principles of the Universal Bill of Human Rights, the United Nations Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights, the International Labor Organization's Declaration of Fundamental Principles and Rights at Work and the Organization for Economic Cooperation and Development Guidelines for Multinational Enterprises. All directors review and acknowledge our code of ethics policy annually (the code). All officers and employees must acknowledge every year that they have read and understand the code, anti-bribery policy, whistleblower policy and other policies, will review all updates, and will comply with them at all times. You can find these and other policies on our website ( https://www.pembina.com ). ‌Code of ethics policy The code establishes a high standard of integrity and ethical behaviour to support Pembina's reputation and its relationships with its internal and external stakeholders. All directors, executives, employees, consultants and contractors of Pembina ( personnel ) are governed by the code, which sets out principles for ethical conduct in the following areas: conflicts of interest; business relationships and fair dealing; honesty, integrity and compliance with the law; human rights; government relations; health, safety and environmental matters; personnel relations; integrity of financial information; disclosure and insider trading; stakeholder and public relations; privacy and confidentiality; protecting our assets and records; gifts, entertainment, benefits and business expenses; workplace environment and relationships; and reporting responsibilities and procedures. Compliance with the code is mandatory and everyone has a responsibility to report violations of the code. Violations of the code can result in disciplinary action, up to and including dismissal for cause. The board is responsible for establishing procedures for monitoring compliance with the code and does so through a combination of periodic reports from management, our annual certification process, as well as through our whistleblower policy (see below). No waivers of the code for directors or executives can be made unless it is approved by the board and properly disclosed, as required by applicable laws and regulations. Waivers in respect of employees, consultants, contractors or agents may be given by the President and the CEO and reported to the board at the next meeting. The board has not waived any aspect of the code since it was implemented in 2005, and no material change reports related to the conduct of any director or officer have been filed (which would generally be required for conduct that would constitute a material departure from the code). Whistleblower policy Our whistleblower policy is designed to help us uphold our reputation and maintain public confidence by encouraging personnel and other stakeholders to act responsibly, raise concerns and report any potential instance of unethical practices without fear of discrimination, retaliation or harassment. The policy includes examples of activities that should be reported, and the process whistleblowers should follow to file a confidential report, including a Whistleblower Hotline that allows people to report anonymously by telephone or the internet, or through our external legal counsel addressed as confidential for direct delivery to the board chair, at any time. Any reports received through the Whistleblower Hotline or by the board chair regarding financial statement disclosures, accounting, internal accounting controls or auditing matters will be forwarded to the chair of the audit committee. Complaints under the whistleblower policy are treated confidentially and promptly and thoroughly investigated. Anti-bribery policy Our anti-bribery policy formalizes and records Pembina's procedures to ensure the company and its directors, officers and employees conduct business in an honest and ethical manner when dealing with government officials and all other parties and comply with anti-corruption laws. The anti-bribery policy reflects the standards Pembina expects its contractors, consultants, agents and other third-party representatives to adhere to when acting on Pembina's behalf. Sanctions policy Our sanctions policy reinforces Pembina's commitment to carry out its business activities in compliance with applicable sanctions laws, rules and regulations. The key objectives of the sanctions policy are to provide guidance and requirements for Pembina and its personnel to comply with all applicable legal obligations related to sanctions laws, rules and regulations to protect Pembina's reputation and ensure continued access to the goods, services and technology required to conduct its business, and to demonstrate Pembina's commitment to compliance with sanctions laws, rules and regulations to third parties, including joint venture partners, governmental authorities and local stakeholders. Community relations policy Our community relations policy focuses on the company's commitment to being recognized as a leader in its relationships with communities, where Pembina is welcomed as a safe and responsible partner whose positive social impact creates significant value for all of its stakeholders. Under this policy, Pembina's personnel are expected to recognize and respond to the needs of the community, while addressing broader social issues by: understanding what communities value and what is 2025 highlights Key areas of focus this year were on strategy execution, ensuring ongoing alignment of projects, opportunities and initiatives with our refined strategy and confirming that our strategy will meet our performance aspirations in light of the latest information related to the pace of decarbonization and globalization. ‌important to them; making measurable commitments and delivering on them; minimizing potential impacts of Pembina's projects and operations by conducting early, meaningful and ongoing engagement; and identifying partnership opportunities in support of community and economic development for mutual benefit. Indigenous and Tribal relations policy As part of Pembina's approach to Indigenous relations, Pembina seeks to enter into lasting and mutually-beneficial relationships with Indigenous and Tribal peoples affected by its operations. By striving for positive and mutually-beneficial relationships with Indigenous and Tribal communities, Pembina personnel will help build continued success for Pembina's existing and expanding systems and other businesses. See page 36 for a discussion of Pembina's Indigenous engagement. Supplier code of conduct Pembina prides itself on working with suppliers who place safety as a top priority, uphold the highest standards of ethics and integrity, and are economically, environmentally, and socially responsible. The purpose of the supplier code of conduct is to help ensure Pembina works with suppliers who share our commitment to the following principles, which help shape Pembina's business philosophy on a day-to-day basis: creating a safe workplace; environmental stewardship; equity, diversity and inclusion ( EDI ); protection of human rights; no forced labour or child labour; ethics, integrity and compliance; anti-corruption and anti-bribery; privacy, confidentiality, and information security; compliance with applicable laws and policies; and representing the Pembina brand and reporting breaches of the supplier code of conduct through our Whistleblower Hotline. Conflicts of interests and related party transactions The directors and officers of Pembina may be directors or officers of entities that we are in competition with or are customers or suppliers of Pembina or certain entities in which Pembina holds an equity investment. This may give rise to a conflict of interest in the administration of their duties for Pembina. Directors and officers of Pembina are required to disclose the existence of potential conflicts of interest in accordance with the code and other corporate governance policies and in accordance with the Business Corporations Act (Alberta). The audit committee has oversight of related party transactions. Under our corporate governance guidelines, a director who has a material interest in a transaction or agreement involving Pembina must disclose their interest to Pembina's Corporate Secretary and may not participate in any discussions or votes on the matter. All directors and executive officers of Pembina also complete an annual questionnaire disclosing any related party transactions. The oversight process is managed by Pembina's financial services team in cooperation with the governance team, who maintain a list of all affiliations and run a process quarterly to ensure that related party transactions are reported and disclosed as required. See Note 26 in our 2025 Audited Consolidated Financial Statements for further discussion on related party transactions. Related party in this context means: (a) individuals who are considered key management personnel, including certain key officers and the directors of Pembina, and close members of the individual's family; (b) any entities that the above individual's control, jointly control, have significant influence over, or serve as key management personnel or directors; (c) joint ventures held by Pembina; and (d) pension plans that benefit employees. A related party transaction is a transfer of resources, services or obligations between a reporting entity and a related party, regardless of whether a price is charged. Strategic planning oversight The board oversees the development and execution of our long-term strategic plan and shorter-term objectives and initiatives. Pembina is committed to growing shareholder value through strategic project development and acquisitions that support the long-term success of both our company and our customers. The board holds dedicated strategy sessions every year. At these sessions, the board meets with management to review Pembina's current activities, long-range financial forecast and future growth opportunities, including input from third-party advisors from time to time about industry or other trends and developments that may benefit us or pose a risk. The board approves our strategic plan and monitors performance against it throughout the year, based on quarterly updates and reports from management. Risk management policies Pembina maintains the following policies: Enterprise risk management policy Market risk policy Counterparty risk management policy Acceptable use of information assets policy Information management policy Security policy ‌Risk management oversight The board is responsible for overseeing risk management at Pembina. The board ensures it understands the principal risks of our business and assesses the balance between risk and potential return for Pembina and our shareholders to ensure our viability over the long-term. As part of its responsibility, the board makes sure we have: an enterprise risk management ( ERM ) process aligned with strategy, designed to identify and assess potential risks that may affect our business, operations or results, and to manage risk factors within our risk appetite; a risk management infrastructure to respond to identified risks, and critical risk management policies and procedures, including risk response, controls, monitoring, mitigation and reporting to the board; and specific management processes for addressing corporate, regulatory, securities and other compliance requirements. To facilitate our risk review, we have an enterprise risk committee ( ERC ) made up of certain senior officers. The ERC meets at least quarterly to review the performance, appropri...

View stock analysis, news, and events for Pembina Pipeline Corporation