Management Information Circular Pembina Pipeline Corporation 26 20 Notice of Annual Meeting of Shareholders to be held on May 8, 2026

Overall diversity3 55% board of directors4 40% executive leadership4 BBB (high) / BBB1 credit ratings ~$4.3 billion adjusted EBITDA5 in 2025 30% targeted reduction in greenhouse gas emissions intensity by 20306 ~$16.8 billion in dividends returned to common shareholders since IPO over $11.3 million invested in our communities To create safe and inclusive spaces for all, strengthen Indigenous communities, and support a sustainable future2 About Pembina Pipeline Corporation Values Purpose We deliver extraordinary energy solutions so the world can thrive 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 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. 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 dema nd (1) Refer to “Non-GAAP and Other Financial Measures” section of the 2025 Annual Management’s Discussion and Analysis. For clarity, overall board diversity will decrease to 50% if all the nominated directors are elected. 1. DBRS Morningstar and S&P Global ratings as at March 19, 2026. 2. 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. 3. 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. 4. As of December 31, 2025. 5. See Non-GAAP and other financial measures on page 105. 6. Relative to baseline 2019 emissions.

Message from the Chair

 

 

		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 billion1, 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.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		1

•

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 boardchair@pembina.com.

Sincerely,

Henry W. Sykes

Chair of the Board

 

Pembina Pipeline Corporation • 2026 Management Information Circular		2

Notice of our 2026 Annual Meeting of Shareholders

 

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
		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:  investor-relations@pembina.com   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.
We will cover five items of business at the meeting — see Business of the meeting in our 2026 management information circular (the circular):   1.  Receive our 2025 Audited Consolidated Financial Statements and the auditors’ report thereon. 2.  Vote on electing our directors. 3.  Vote on appointing our auditors. 4.  Vote on our approach to executive compensation. 5.  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

 

Pembina Pipeline Corporation • 2026 Management Information Circular		3

About this Management Information Circular

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.						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 – 8th Avenue S.W. Calgary, Alberta T2P 1G1 T. 403-231-7500 F. 403-237-0254

 

Pembina Pipeline Corporation • 2026 Management Information Circular		5

About the Shareholder Meeting – Voting Information

 

		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.
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   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		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.
		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 investor-relations@pembina.com   Or our proxy solicitation agent, Sodali & Co at:   1-833-830-3480 (toll-free in North America) 1-289-695-3075 (outside North America) assistance@investor.sodali.com

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).

 

Pembina Pipeline Corporation • 2026 Management Information Circular		7

About the Shareholder Meeting – Voting Information

 

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.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		8

About the Shareholder Meeting – Voting Information

 

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 support-ca@lumiglobal.com, 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:

 

1.

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.

 

2.	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:

 

1.	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.

 

2.	Select “I have a Control Number/Username” and enter the username Computershare provided by email.

 

3.	Enter the password (case sensitive): pembina2026

 

4.	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

 

Pembina Pipeline Corporation • 2026 Management Information Circular		9

About the Shareholder Meeting – Voting Information

 

to: uslegalproxy@computershare.com (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:

 

1.	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.

 

2.	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).

 

3.	Enter the password (case sensitive): pembina2026

 

4.	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 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:

 

1.	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).

 

Pembina Pipeline Corporation • 2026 Management Information Circular		10

About the Shareholder Meeting – Voting Information

 

2.	Register your proxyholder online with Computershare by going to 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:

 

1.	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.

 

2.	Select “I have a Control Number/Username” and enter the username Computershare provided by email.

 

3.	Enter the password (case sensitive): pembina2026

 

4.	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 – 8th Avenue S.W.

Calgary, Alberta T2P 1G1

 

Pembina Pipeline Corporation • 2026 Management Information Circular		11

About the Shareholder Meeting – Business of the Meeting

 

		Business of the Meeting

 

The meeting will cover the following items of business:

1. 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 investor-relations@pembina.com.

 

2. 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:						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.
• Henry W. Sykes (chair)		• Maureen E. Howe
• J. Scott Burrows		• David M.B. LeGresley
• Cynthia Carroll		• Andy J. Mah
• Alister Cowan		• Leslie A. O’Donoghue
• Ana Dutra		• 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

3. 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.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		12

About the Shareholder Meeting – Business of the Meeting

 

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.			3,861,043				5,326,532
Audit-related fees
Fees for assurance and related services, including French translations in connection with statutory and regulatory filings and securities offering documents, reasonably related to the performance of the audit or review of Pembina’s financial statements and not reported under Audit fees above, including audit fees for certain pension plans.			160,107				145,175
Tax fees
Fees for non-audit tax services provided by KPMG’s tax division, include fees for tax consultation, tax advice/planning and tax compliance. Fees in both years included tax consultation and compliance fees for preparing and filing tax returns for certain subsidiaries.			20,800				75,274
All other fees
Fees for other products and services provided by the auditors not described above, which included fees related to assurance over greenhouse gas (GHG) emissions and environment, social and governance (ESG) sustainability reporting.			247,844				170,907
Total fees			4,289,794				5,717,888

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.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		13

About the Shareholder Meeting – Business of the Meeting

 

Auditor independence

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.						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
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.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		14

About the Shareholder Meeting – Business of the Meeting

 

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.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		15

About the Shareholder Meeting – Business of the Meeting

 

4. 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		Say on pay votes   In 2025, our executive compensation approach was supported by 96.74% of shareholder votes for our say on pay resolution.

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.

5. 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.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		16

About the Shareholder Meeting – About the Nominated Directors

 

				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

 

 

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.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		17

About the Shareholder Meeting – About the Nominated Directors

 

		Henry W. Sykes (67)
		Independent | 2025 voting results: 347,919,660 (97.95%) for, 7,280,704 (2.05%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		18

About the Shareholder Meeting – About the Nominated Directors

 

		J. Scott Burrows (46)
		Non-independent | 2025 voting results: 353,751,053 (99.59%) for, 1,449,311 (0.41%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		19

About the Shareholder Meeting – About the Nominated Directors

 

		Cynthia Carroll (69)
		Independent | 2025 voting results: 347,143,476 (97.73%) for, 8,056,888 (2.27%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		20

About the Shareholder Meeting – About the Nominated Directors

 

		Alister Cowan (61)
		Independent | 2025 voting results: 354,553,317 (99.82%) for, 647,046 (0.18%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		21

About the Shareholder Meeting – About the Nominated Directors

 

		Ana Dutra (61)
		Independent | 2025 voting results: 352,858,060 (99.34%) for, 2,342,303 (0.66%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		22

About the Shareholder Meeting – About the Nominated Directors

 

		Maureen E. Howe (68)
		Independent | 2025 voting results: 348,774,032 (98.19%) for, 6,426,331 (1.81%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		23

About the Shareholder Meeting – About the Nominated Directors

 

		David M.B. LeGresley (67)
		Independent | 2025 voting results: 336,170,044 (94.64%) for, 19,030,319 (5.36%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		24

About the Shareholder Meeting – About the Nominated Directors

 

		Andy J. Mah (67)
		Independent | 2025 voting results: 350,033,353 (98.55%) for, 5,167,010 (1.45%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		25

About the Shareholder Meeting – About the Nominated Directors

 

				Leslie A. O’Donoghue (63)
				Independent | 2025 voting results: 339,517,640 (95.58%) for, 15,682,723 (4.42%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		26

About the Shareholder Meeting – About the Nominated Directors

 

				Bruce D. Rubin (69)
				Independent | 2025 voting results: 349,185,693 (98.31%) for, 6,014,670 (1.69%) withheld

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		27

 

				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

 

Pembina Pipeline Corporation • 2026 Management Information Circular		28

Corporate Governance – Our Governance Practices

 

		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

 

Pembina Pipeline Corporation • 2026 Management Information Circular		29

Corporate Governance – Our Governance Practices

 

The board’s mandate

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.				Board charter   You can find a copy of the board’s charter in Schedule “A” to this circular or on our website (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:   www.pembina.com/sustainability/

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
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).				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

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 (www.pembina.com).

 

Pembina Pipeline Corporation • 2026 Management Information Circular		30

Corporate Governance – Our Governance Practices

 

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

 

Pembina Pipeline Corporation • 2026 Management Information Circular		31

Corporate Governance – Our Governance Practices

 

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,		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.

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.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		32

Corporate Governance – Our Governance Practices

 

 

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						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
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, appropriateness and the current business environment surrounding our risk management activities. As part of the risk review process, the ERC identifies Pembina’s top risks and divides them into three categories:

 

●

New action required: risks where mitigation will require a new approach or strategy;

 

●

Mitigated with ongoing diligence: risks where there is mitigation strategy in place, but such mitigation strategy may require some further adaptation or adjustments; and

 

●

Watch list: risks that may escalate to enterprise risks.

For these top risks, the ERC identifies potential impacts, mitigation strategies currently in place, emerging risks, and proposed additional mitigation approaches. In addition, the CEO or a senior officer is assigned to every risk categorized as “new action required” or “mitigated with ongoing diligence”.

Management reports periodically to the board about the risks that have been identified and, at least once per year, presents to the board a summary of the ERC’s review of risk identification, management and reporting, and any deficiencies identified. Throughout 2025, the board and management continued to develop and improve the conversation around Pembina’s risk appetite framework and are involved in an ongoing dialogue relating to the appropriate commercial risks the company will assume and mitigate to effectively execute its strategy. The governance, nominating and corporate social responsibility committee reviews the risk oversight functions of the board and board committees to confirm that identified risk oversight is appropriately allocated. The audit committee also reviews Pembina’s corporate insurance program and coverage to ensure that appropriate insurance is in place for other insurable risks.

The ERM process also guides our materiality and disclosure decisions in relation to risks, based on the overriding principle that risks must be disclosed if they would most likely influence an investor’s decision to purchase securities of the company, and weighing both the probability of an outcome as well as the potential financial impact to the company. You can find a complete listing and explanation of our risk factors under the heading Risk Factors in our AIF, which can be found on our website (www.pembina.com), on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov).

Cybersecurity risk oversight

Pembina’s cybersecurity strategy is a core responsibility of the board. Additionally, the safety, environment and operational excellence committee, on behalf of the board, oversees the development and implementation of the Operational Excellence Management System (OEMS) programs, which includes the monitoring and mitigation of cybersecurity risks.

To help ensure that all directors are versed in the rapidly evolving issue of cybersecurity, management updates the board on cybersecurity issues at each quarterly board meeting, which includes updates relating to the company’s security scorecard, device compliance, prevented cyber attack attempts, cyber incidents, cyber threat intelligence, phishing exercises and awareness and assurance activities. Management also provides quarterly updates to the safety, environment and operational excellence committee on operational updates relating to cybersecurity.

In 2025, management formally briefed the board on cybersecurity matters at each regularly scheduled meeting and the safety, environment and operational excellence committee received regular reports on cybersecurity matters.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		33

Corporate Governance – Our Governance Practices

 

We have a robust program for identifying and mitigating cybersecurity risks, enhancing the skills of our people, our processes and technology. This program consists of policies, standards, procedures and guidelines that are continuously adapting to the ever-evolving cybersecurity and data privacy threats and laws. Our cyber risk identification process detects potential risks through, among other tactics, third-party risk assessment, maturity analysis and penetration testing and assigns corrective action and oversight to the appropriate leaders. Pembina’s cybersecurity program aligns to the National Institute of Standards and Technologies Cyber Security Framework, a world-renowned framework for managing cybersecurity.

Three components form the core of our approach to cybersecurity:

 

Governance		Ongoing guidance to measure success and adherence to cyber best practices; routine training and testing of the workforce on cyber risks and appropriate behaviours.
Risk and Compliance		Focus on evolving regulatory requirements, management of Pembina’s third-party and supply chain risks; vulnerability and risk assessments performed on a regular basis utilizing both internal resources and external service providers; and assurance that appropriate architecture, processes and controls are in place within Pembina’s operational technology and information system assets.
Security Operations		Continuous “around-the-clock” monitoring to identify potential vulnerabilities, irregular or threat activities as well as global trends and incidents; maintaining infrastructure security through network architecture that separates our business and operational assets; automatic response capabilities on technical platforms for protection on known threats and ongoing cyber-attacks; and ongoing maintenance of cyber technology platforms and incident response activation capabilities.

We have cyber insurance and have not experienced an information security breach in the last four years.

Artificial intelligence risk oversight

As artificial intelligence (AI) is rapidly evolving, the board has a greater role for effective oversight in Pembina’s strategy and governance related to the risks and opportunities of AI. In support of the board’s understanding of the accelerating use of AI, training and related materials were made available to directors and the board attended an education session in November 2025 on conditions and approaches for adopting AI and generative AI at Pembina. Additionally, the audit committee is responsible for overseeing the security of the company’s information assets, including the use of AI technology platforms, which is governed by the company’s acceptable use of information assets policy to develop, implement, and maintain appropriate safeguards to protect Pembina and its directors, officers, employees and other stakeholders.

Sustainability and ESG

Sustainability and ESG considerations play an important role in the execution of Pembina’s long-term strategy and continue to be embedded across our operations. Our approach reflects a commitment to strong governance, prudent risk management, and disciplined capital allocation, helping to ensure the resilience and long-term value of our business. By advancing our ESG priorities, we continue to strengthen our ability to deliver safe, reliable, and responsible energy while creating lasting benefits for our investors, customers, employees and the communities in which we operate.

Pembina has taken a deliberate and robust approach to identifying our sustainability-related focus areas, using a third-party materiality assessment that included broad engagement with capital markets participants and other stakeholders. Through this process, Pembina has identified six sustainability focus areas: governance, energy transition and climate, employee well-being and culture, health and safety, responsible asset management and Indigenous and community engagement.

Pembina is committed to providing accurate, substantiated and transparent sustainability and ESG disclosures. Our climate-related and other ESG disclosures are developed using guidance from leading sustainability reporting standards, including the Sustainability Accounting Standards Board and recommendations of the Task Force on Climate-related Financial Disclosures, which now form part of the International Sustainability Standards Board’s standards, IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures, and the Canadian Sustainability Standards Board’s (CSSB) standards, Canadian Sustainability Disclosure Standard 1 and 2. We continue to monitor the ESG regulatory landscape for developments that could impact Pembina, including climate-related disclosure proposals and regulations from the SEC, U.S. state-specific legislation, voluntary guidance from the CSSB and disclosure requirements from the Canadian Securities Administrators.

The following is a summary of ESG highlights across some of our sustainability focused areas. A more detailed discussion of our sustainability approach and performance is available in our 2024 Sustainability Report (released in 2025), which is available on our website at www.pembina.com.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		34

Corporate Governance – Our Governance Practices

 

Governance

Board oversight

The board oversees Pembina’s overall sustainability strategy, including the integration of ESG considerations into our long-term business planning, organizational structure and corporate policies and practices. At its annual corporate strategy sessions and quarterly meetings, the board regularly engages on ESG issues, including climate, through presentations by management and third-party experts.

The board has delegated the following ESG related responsibilities to its four standing committees.

 

Committee		ESG-related responsibilities
Governance, Nominating and Corporate Social Responsibility Committee		● Oversees Pembina’s corporate governance practices.   ● Oversees Pembina’s ESG strategy, including climate and other material topics, and makes recommendations to the board on the integration of ESG considerations into long-term business planning, organizational structure and corporate policies and practices.   ● Monitors, reviews and provides oversight of performance and reporting on ESG matters, including progress against Pembina’s emissions reduction targets.   ● Reviews ESG matters on a quarterly basis and provides oversight of Pembina’s program to identify and monitor the impacts of proposed legislation and other emerging issues, trends and public opinion impacts in ESG areas and recommends appropriate responses to the board.   ● Oversees risks related to corporate governance, disclosure, corporate social responsibility (including ESG matters) and assists the board in establishing appropriate risk oversight functions at the board and committee levels.
Safety, Environment and Operational Excellence Committee		● Oversees the development, implementation and monitoring of risks, policies and procedures related to process safety and occupational health and safety, environment, operational excellence, asset integrity management, corporate security and cybersecurity.
Human Resources and Compensation Committee		● Oversees Pembina’s approach to director compensation, employee wellness, employee compensation, executive performance and compensation, executive succession planning and programs and initiatives that relate to corporate EDI.   ● Focuses on sustainability and climate by including ESG metrics in incentive plan design and compensation decisions for executives.   ● Monitors and oversees progress against Pembina’s EDI strategy and diversity targets.
Audit Committee		● Oversees the integrity of Pembina’s financial statements, the reporting process, the effectiveness of internal controls over financial reporting, and the internal audit function.

Management’s role

Pembina’s senior officers are responsible for components of our ESG strategy, including employee and contractor safety, environment and process safety, assessing and managing climate-related risks and opportunities, overseeing the development of strategic opportunities, enhancing organizational culture and diversity of our employee base and reporting to the board and/or one of its committees on ESG-related matters (including climate-related matters) on a quarterly-basis.

 

Senior Officer		ESG-related responsibilities
President and CEO		● Responsible for providing oversight and coordination of sustainability-related matters, including climate risks and opportunities, and for ensuring timely and effective reporting to the board and our stakeholders.
Chief Financial Officer		● Responsible for overall financial stewardship, including assessing climate-related risks and opportunities, financial reporting as well as providing timely, accurate and transparent information to our stakeholders.
Chief Legal, People and Corporate Affairs Officer		● Responsible for overseeing Pembina’s ESG strategy, including oversight and monitoring of sustainability issues, risks, trends, and Pembina’s performance.   ● Provides recommendations to the executive team and board on sustainability matters.   ● Monitors and reports progress on Pembina’s emissions reduction targets.   ● Updates the ERC regarding ESG strategy and risks.   ● Responsible for advancing Pembina’s ESG strategy by enhancing organizational culture and equity, diversity and sense of belonging of our employee base.
Chief Operating Officer		● Responsible for safe and reliable operations, business development and commercial services, operationalizing our ESG objectives (including asset decarbonization), strategic supply chain management and supporting our various OEMS strategies and programs.

 

 

Pembina Pipeline Corporation • 2026 Management Information Circular		35

Corporate Governance – Our Governance Practices

 

Senior Officer		ESG-related responsibilities
Chief Marketing and Strategy Officer		● Responsible for overseeing Pembina’s strategy development and execution, including the evaluation of enterprise risks and sustainability-related factors, energy management, carbon markets, as well as managing the enterprise transformation portfolio that contributes to Pembina’s ESG performance.   ● Responsible for initiatives associated with extending Pembina’s value chain and exploration of new opportunities centered around a lower carbon economy, including new ventures.

Oversight of ESG by management is supported by our corporate governance policies, frameworks, and processes. Pembina’s capital project governance framework guides capital project decisions and supports project identification, evaluation and selection in alignment with our corporate strategy and key stakeholder interests. The framework ensures that capital investments are subject to a risk-based and standardized set of project planning and management review requirements emphasizing health and safety, environmental protection, Indigenous and community engagement, regulatory compliance and consideration of GHG emissions performance. Major capital projects that qualify under this framework require senior officer review and endorsement at regularly scheduled investment committee meetings before approval is granted to proceed to the next stage of development.

ESG performance represents 30% of our annual corporate short-term incentive plan (STIP) compensation for all eligible employees, covering safety, environmental performance, and GHG emissions. Achieving these metrics alongside other operational, financial and strategic goals impacts annual incentive compensation for all employees, including our leadership team. Linking compensation to our corporate performance on ESG factors, including our GHG emissions intensity reduction target, reinforces long-term value creation and aligns with our stakeholders’ interests. Refer to page 76 for ESG-specific performance categories and key measures for 2025.

Energy transition and climate

We demonstrate environmental leadership by safely and responsibly operating our assets today while investing in the energy systems of the future. Our approach includes operational efficiency and modernization, greater use of renewable and lower emission energy sources and advancing lower-carbon investments all while delivering secure, reliable and affordable energy.

As part of our approach, we continue to progress towards our GHG emissions intensity reduction target to reduce GHG emissions intensity by 30% by 2030, relative to 2019 baseline emissions. In support of this target, in 2025 Pembina implemented, sanctioned or screened a number of decarbonization actions including equipment and process optimizations and upgrades, engine upgrades, leak repairs and waste heat recovery upgrades. Additionally, Pembina realized scope 2 emissions reductions from grid greening and carbon offset retirements linked to existing renewable power purchase agreements.

In support of advancing lower-carbon investment projects, Pembina continues to develop the Alberta Carbon Grid (ACG) project in collaboration with TC Energy Corporation. The ACG project is a carbon transportation and sequestration solution being designed to serve multiple customers and industries, with the potential capability of transporting and storing up to 10 million tonnes of CO2 annually when fully developed. Additionally, Pembina and the Haisla Nation continued to achieve important milestones on the Cedar LNG Project – a floating LNG facility in Kitimat, British Columbia, within the traditional territory of the Haisla Nation.

Indigenous engagement

Pembina’s Indigenous and Tribal relations policy governs how we approach our engagement with Indigenous and Tribal communities, recognizing and respecting the spirit and intent of the United Nations Declaration on the Rights of Indigenous Peoples as a framework for reconciliation within the context of the Constitution of Canada, existing laws and jurisprudence on Indigenous and treaty rights.

Our Indigenous Engagement Strategy outlines Pembina’s Path to Reconciliation, in alignment with the Truth and Reconciliation Commission of Canada Calls to Action, and is focused on four directions:

 

●

Cultural appreciation: providing Indigenous cultural awareness training and educational opportunities for Pembina senior leadership and employees, while recognizing there are many distinct Indigenous communities and Tribes with unique languages, cultures, traditions, rights, priorities and protocols.

●

Lifecycle alignment: building, maintaining and formalizing long-term relationships with Indigenous and Tribal communities near our projects and operations, and embedding Indigenous inclusion and engagement in governance, internal policies, standards and processes for decision-making.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		36

Corporate Governance – Our Governance Practices

 

●

Economic reconciliation: supporting equitable access to jobs, training and education opportunities, and working with Indigenous communities to gain long-term sustainable benefits from economic development projects. This also ensures procurement opportunities are available to Indigenous contractors within Pembina’s asset areas.

●

Community development: creating long-term community relationships and collaboratively identifying sustainable partnerships based on community needs and opportunities in alignment with Pembina’s community investment pillars.

Employee well-being and culture

Cultivating a positive employee experience and promoting a diverse and inclusive environment where our employees feel engaged, recognized and empowered is foundational to being an employer of choice.

Pembina has established EDI targets for our board and executive team, which aim to increase the representation of women and other underrepresented groups while aligning to our merit-based approach focusing on qualified, high-performing individuals. See page 38 for a discussion of our executive targets and our progress as at December 31, 2025 and page 42 for a discussion of our board targets and our progress as at the date of this circular.

For a discussion of our EDI initiatives, see page 38.

Health and safety

Safety is a core value at Pembina and is fundamental to how we operate. We are committed to ensuring every employee and contractor returns home safely each day and to protecting the environment and our assets from harm. Our Safety Program is governed by our Health, Safety and Environment Policy and embedded within our OEMS, which provides a consistent, enterprise-wide approach to risk management and operational excellence.

Our leadership team actively reinforces expectations, accountability, and a shared responsibility for safety, including with our contractors, who are a critical extension of our team. We hold our contractors to the same standards of performance and empowerment as our employees, including the authority to speak up and pause work when necessary. Open dialogue with our contractors was a focus throughout 2025 and strengthened alignment on expectations and helped identify opportunities to improve consistency, training and support.

In 2025, Pembina advanced several initiatives to reinforce a proactive safety mindset and culture, with the goal of driving consistent performance across our operations. This included, among others, the introduction of Safety Excellence for Supervisors and Managers (SEFSAM), a three-day leadership development program designed to equip leaders with essential leadership skills centered on safety principles. Other initiatives included hosting our third annual contractor Safety Summit to review business and safety overviews with contract partners; Daily Safety Syncs for field teams to create a consistent, safety-focused start to the workday; publication of a monthly internal Safety Newsletter to empower leaders to model and inspire a proactive approach to safety; and implementation of an annual mandatory ‘Commit to Safety’ statement for all employees and contractors to reaffirm individual accountability for safe work practices. These initiatives are underpinned by our commitment to psychological safety, creating an environment where everyone feels secure to voice concerns and contribute to our collective well-being and safety. Pembina will continue to advance this work as we evolve our programs and ensure our employees and contractors are equipped to uphold our high standards.

Executive succession planning and diversity

Executive succession planning

The board has developed a position description for the CEO, outlining the scope and responsibilities of the role.

The board is responsible for evaluating and appointing the CEO and the other senior officers. It also reviews succession plans for the CEO and the other senior officers, taking into consideration recommendations by the human resources and compensation committee. The CEO also meets with the human resources and compensation committee at least once per year to discuss succession planning for the CEO and other senior officer positions. Emergency successors for business continuity are identified for each executive position and are reviewed every year.

Our succession planning and recruitment programs ensure that we identify and develop a qualified and diverse candidate pool. As part of our succession program, all executive team members have completed an extensive assessment process designed to identify performance strengths and development opportunities in alignment with our executive capabilities. The outcome of these assessments has informed individual development plans which are reviewed regularly by both senior officers and the human resources and compensation committee.

 

Pembina Pipeline Corporation • 2026 Management Information Circular		37

Corporate Governance – Our Governance Practices

 

Equity, diversity and inclusion   The board oversees the company’s approach to EDI.   EDI Strategy   Our approach to EDI is embedded in how we attract, retain and develop our employees and we continue to work towards building an inclusive workplace that aligns with our core values. Pembina continues to offer core EDI-based programming such as EDI Foundations learning		Pembina’s EDI stand   Pembina continues to progress EDI and to demonstrate its commitment to the company’s EDI stand: “We are committed to diversity, equal opportunity and ensuring our employees can thrive in an inclusive environment.”
sessions, Inclusion Networks and Acknowledgment Months. These programs continue to
provide meaningful opportunities for employees to connect, learn and share their experiences, and ultimately, contribute to building a culture of inclusion and belonging at Pembina.
Pembina is committed to creating an inclusive environment for all by identifying and removing existing barriers and preventing new barriers for people with disabilities as they relate to employment, receipt of goods and services, the physical environment, and information and communications. In 2025, Pembina introduced the Accessibility Standard to create a barrier-free environment for all stakeholders and expanded the Accommodation Standard to include a robust accommodation request process for employees and job candidates.

 

Pembina is committed to reviewing its policies, standards, processes and procedures to ensure equity, compliance with legal requirements, foster a diverse and welcoming culture, and strengthen its reputation and ability to attract and retain talent.   EDI Targets   Pembina’s executive and board EDI targets aim to increase the representation of women and other underrepresented groups while aligning to its merit-based approach focusing on qualified, high-performing individuals. In 2025, Pembina continued to exceed its targets for women in executive leadership, overall executive diversity and board diversity.   The graph on the right outlines Pembina’s results against EDI targets as at December 31, 2025.   Financial management and reporting   The board is responsible for:   ● approving our financial statements and the accompanying MD&A and earnings press releases;   ● reviewing and overseeing compliance with the audit, accounting and financial reporting requirements that apply to our business;   ● approving our annual operating and capital budgets and financing plans and strategies; and   ● approving decisions to participate in the capital markets and all significant changes to our accounting policies and practices.   The board also ensures that we have a robust system for tracking internal controls over financial reporting, compliance with the U.S. Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), internal audit, fraud and auditing matters and responding to related complaints, including anonymous complaints we may receive from employees or others. You can read about the audit committee’s role in compliance and internal audit on page 50 and our whistleblower policy on page 31.

Compensation

Director compensation

The board is responsible for:

 

●

approving director compensation;

 

●

ensuring that director compensation is aligned with shareholder interests and adequately reflects the time commitment, scope of responsibilities and risks involved in being a director and market trends in director compensation;

 

Pembina Pipeline Corporation • 2026 Management Information Circular		38