Exhibit 99.1

TABLE OF CONTENTS

ADDENDA

( i )

LETTER TO INTER PIPELINE SHAREHOLDERS

June 29, 2021

Dear Shareholders of Inter Pipeline:

You are invited to attend an annual and special meeting (the “IPL Shareholders’ Meeting”) of the holders (the “IPL Shareholders”) of common shares (“IPL Common Shares”) in the capital of Inter Pipeline Ltd. (“Inter Pipeline”, “we”, “us”, or “our”), to be held on Thursday July 29, 2021 at 10:00 a.m. (Calgary time) in a virtual-only format that will be conducted via live audio webcast accessible at https://web.lumiagm.com/419351825 and password “ip2021” (case sensitive).

At the IPL Shareholders’ Meeting, the IPL Shareholders will be asked to consider and vote on, among other matters, a special resolution approving the plan of arrangement (the “Arrangement”) under section 193 of the Business Corporations Act (Alberta), involving the acquisition by Pembina Pipeline Corporation (“Pembina”) of all of the issued and outstanding IPL Common Shares, as more particularly described in the joint management information circular of Pembina and Inter Pipeline dated June 29, 2021 (the “Joint Information Circular”).

Please complete the enclosed form of proxy and submit it to Inter Pipeline’s transfer agent and registrar, Computershare Trust Company of Canada (“Computershare”), as soon as possible but not later than 10:00 a.m. (Calgary time) on July 27, 2021, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of any adjournment or postponement of the IPL Shareholders’ Meeting (the “IPL Proxy Deadline”). Registered IPL Shareholders will be able to sign in to the IPL Shareholders’ Meeting using the 15-digit control number provided with the meeting materials and password “ip2021” (case sensitive).

Beneficial IPL Shareholders (being IPL Shareholders who hold their IPL Common Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) can appoint themselves or a proxyholder to participate in the virtual IPL Shareholders’ Meeting.

Registered IPL Shareholders who appoint a proxyholder, and beneficial IPL Shareholders who appoint themselves or a proxyholder to participate in the virtual IPL Shareholders’ Meeting, must also visit https://www.computershare.com/interpipeline to register their or their proxyholder’s name and email address so that, after the IPL Proxy Deadline, Computershare can send, via email, a username that will be required (with case-sensitive password “ip2021”) to log into the IPL Shareholders’ Meeting.

If you do not follow both of these steps, you or your proxyholder will only be able to enter the meeting as a guest.

Registered IPL Shareholders should also complete and return the enclosed Letter of Transmittal which, when properly completed and returned together with the certificate(s) or DRS Advice(s) representing IPL Common Shares and all other required documents, will enable each IPL Shareholder to obtain the consideration that the IPL Shareholder is entitled to receive under the Arrangement.

The Arrangement

Inter Pipeline and Pembina entered into an arrangement agreement dated May 31, 2021 (as supplemented, modified or amended, the “Arrangement Agreement”), which was unanimously approved by the respective boards of directors of Inter Pipeline and Pembina. Pursuant to the Arrangement Agreement and the accompanying Plan of Arrangement, Pembina will acquire all of the issued and outstanding IPL Common Shares if approved by not less than 66²⁄₃% of the votes cast by the IPL Shareholders at the IPL Shareholders’ Meeting and all of the other conditions to closing are satisfied or waived. IPL Shareholders will exchange their IPL Common Shares for common shares of Pembina (“Pembina Common Shares”) on the basis of 0.5 of a Pembina Common Share for each IPL Common Share (the “Consideration” or the “Exchange Ratio”).

Former IPL Shareholders are expected to own approximately 28% and current holders (the “Pembina Shareholders”) of Pembina Common Shares are expected to own approximately 72% of Pembina immediately after the completion of the Arrangement.

The Arrangement is currently anticipated to be completed late in the third quarter or early in the fourth quarter of 2021, subject to the satisfaction or waiver of all conditions precedent in the Arrangement Agreement, including receipt of all court, shareholder and regulatory approvals.

i

Reasons for and Benefits of the Arrangement

Pembina and Inter Pipeline expect that the Arrangement will create one of the largest energy infrastructure companies in Canada, with a pro forma enterprise value of approximately $53 billion and a diversified and integrated asset base that can support and grow an extensive value chain for natural gas, natural gas liquids and crude oil, from wellhead to end user. Furthermore, past and future investments by both companies are anticipated to help access new demand markets for the Western Canadian sedimentary basin, benefitting Pembina, its customers and the provinces of Alberta and British Columbia alike.

ii

All of the directors and executive officers of Inter Pipeline have entered into the IPL Support Agreements (as defined below) with Pembina pursuant to which such directors and executive officers have agreed, subject to the terms and conditions contained therein, to vote in favour of the Arrangement.

For additional information with respect to these and other anticipated benefits of the Arrangement, see “The Arrangement – Reasons for and Benefits of the Arrangement” and “The Arrangement – Reasons for and Benefits of the Arrangement – Additional Reasons and Benefits for IPL Shareholders” in the Joint Information Circular.

Shareholder Votes

The Arrangement must be approved by not less than 66²⁄₃% of the votes cast by the IPL Shareholders present in person (virtually) or represented by proxy at the IPL Shareholders’ Meeting (the “Arrangement Resolution”).

In addition to the approval by the IPL Shareholders of the Arrangement Resolution, completion of the Arrangement is subject to and conditional upon, among other things: (a) the approval of the issuance of the Pembina Common Shares issuable pursuant to the Arrangement (the “Pembina Common Share Issuance Resolution”) by greater than 50% of the votes cast by the Pembina Shareholders present in person (virtually) or represented by proxy at a special meeting (the “Pembina Shareholders’ Meeting”) of Pembina Shareholders to be held on Thursday July 29, 2021 at 1:00 p.m. (Calgary time); (b) the approval of the Arrangement by the Court of Queen’s Bench of Alberta; (c) the conditional approval of the listing of the Pembina Common Shares to be issued pursuant to the Arrangement on the Toronto Stock Exchange and the approval, subject to official notice of issuance, of the listing of the Pembina Common Shares to be issued pursuant to the Arrangement on the New York Stock Exchange; and (d) the receipt of all other necessary regulatory approvals, including approval under the Competition Act (Canada), the Canada Transportation Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

If the Arrangement Resolution is not approved by the IPL Shareholders at the IPL Shareholders’ Meeting, the Arrangement will not be completed. Similarly, if the Pembina Common Share Issuance Resolution is not approved by the Pembina Shareholders at the Pembina Shareholders’ Meeting, the Arrangement will not be completed.

IPL Support Agreements

All of the directors and executive officers of Inter Pipeline (the “Supporting IPL Shareholders”) have entered into agreements (the “IPL Support Agreements”) with Pembina to support the Arrangement. The Supporting IPL Shareholders collectively hold approximately 0.32% of the issued and outstanding IPL Common Shares and each Supporting IPL Shareholder has irrevocably agreed to, among other things, vote all of their IPL

iii

Common Shares in favour of the Arrangement at the IPL Shareholders’ Meeting and to otherwise support the Arrangement, including an agreement not to tender (or agree to tender) any IPL Common Shares to the unsolicited take-over bid for the IPL Common Shares made by affiliates of Brookfield Infrastructure Partners L.P. (or any amendment thereto) or to any other take-over bid made for the IPL Common Shares.

IPL Fairness Opinions

TD Securities

TD Securities acted as financial advisor to Inter Pipeline and provided the IPL Board with its opinion (the “TD Fairness Opinion”) to the effect that, as of May 31, 2021, based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by IPL Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such IPL Shareholders. The full text of the written opinion of TD Securities setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the TD Fairness Opinion is contained in Appendix E to the Joint Information Circular. TD Securities provided its opinion solely for the information and assistance of the IPL Board in connection with its consideration of the Arrangement. The TD Fairness Opinion is not a recommendation as to how any IPL Shareholder should vote with respect to the Arrangement, or any other matter. The TD Fairness Opinion was one of a number of factors taken into consideration by the IPL Board in making its unanimous determination that the Arrangement is fair to IPL Shareholders, that the Arrangement and the entry into the Arrangement Agreement is in the best interests of Inter Pipeline and to unanimously recommend that the IPL Shareholders vote in favour of the Arrangement Resolution.

J.P. Morgan

J.P. Morgan acted as financial advisor to the IPL Special Committee and provided the IPL Board with its opinion (the “J.P. Morgan Fairness Opinion”) to the effect that, as of May 31, 2021, based upon and subject to the assumptions, limitations and qualifications set forth therein, the Exchange Ratio in the Arrangement is fair, from a financial point of view, to the IPL Shareholders. The full text of the written opinion of J.P. Morgan setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the J.P. Morgan Fairness Opinion is contained in Appendix E to the Joint Information Circular. J.P. Morgan provided its opinion solely for the information and assistance of the IPL Board in connection with its consideration of the Arrangement. The J.P. Morgan Fairness Opinion is not a recommendation as to how any IPL Shareholder should vote with respect to the Arrangement, or any other matter. The J.P. Morgan Fairness Opinion was one of a number of factors taken into consideration by the IPL Board in making its unanimous determination that the Arrangement is fair to IPL Shareholders, the Arrangement and the entry into the Arrangement Agreement are in the best interests of Inter Pipeline and to unanimously recommend that the IPL Shareholders vote in favour of the Arrangement Resolution.

Recommendation

After consulting with TD Securities and J.P. Morgan, members of senior management and with Inter Pipeline’s legal, tax and other advisors, and after considering, among other things, the TD Fairness Opinion and the J.P. Morgan Fairness Opinion, and based upon the unanimous recommendation of the independent special committee of the IPL Board, the IPL Board unanimously determined: (a) that the Arrangement is fair to the IPL Shareholders; (b) that the Arrangement and the entry into the Arrangement Agreement are in the best interests of Inter Pipeline; and (c) to unanimously recommend that the IPL Shareholders vote in favour of the Arrangement Resolution.

The Joint Information Circular contains a detailed description of the Arrangement, as well as detailed information regarding Inter Pipeline and Pembina and certain pro forma and other information about Pembina after giving effect to the Arrangement. It also includes certain risk factors relating to Inter Pipeline, Pembina, the Arrangement and Pembina after giving effect to the Arrangement. Please give this material your careful consideration and, if you require assistance, consult your financial, legal, tax or other professional advisors.

Due to the unprecedented public health impact of the novel coronavirus, also known as COVID-19, and in alignment with the recommendations of Canadian public health officials to cancel large public gatherings, the IPL Shareholders’ Meeting will be held in a virtual-only format conducted via live audio webcast online at https://web.lumiagm.com/419351825 (password “ip2021” (case sensitive)). The virtual-only format for the IPL Shareholders’ Meeting will help mitigate health and safety risks to the community, shareholders, employees and other stakeholders. At this website, IPL Shareholders and duly appointed proxyholders will be able to hear the meeting live, submit questions and vote their IPL Common Shares on all items of business while the IPL Shareholders’ Meeting is being held. While IPL Shareholders and duly appointed proxyholders will not be able to attend the IPL Shareholders’ Meeting in person, regardless of geographic location and ownership, they will have an equal opportunity to participate in the IPL Shareholders’ Meeting and vote on, among other matters, the Arrangement Resolution. Detailed instructions about how to participate in the IPL Shareholders’ Meeting can be found in the Notice of Annual and Special Meeting of IPL Shareholders and the Joint Information Circular.

iv

Other Business

Further, as Inter Pipeline is required pursuant to applicable corporate laws and stock exchange rules to hold shareholders meetings on an annual basis to approve certain normal course annual business, at the IPL Shareholders’ Meeting, IPL Shareholders will also be asked to consider and vote upon: (a) electing nine directors of Inter Pipeline; (b) appointing Ernst & Young LLP, Chartered Professional Accountants, as the auditors of Inter Pipeline; and (c) voting on Inter Pipeline’s approach to executive compensation; further particulars of which are set forth in the accompanying Joint Information Circular.

Your vote is important to Inter Pipeline and we strongly encourage you to participate in the IPL Shareholders’ Meeting or submit the applicable enclosed form of proxy or voting instruction form. If you have any questions about any of the information or require assistance in completing your form of proxy or voting instruction form for your IPL Common Shares, as applicable, please contact your financial, legal, tax or other professional advisors, or Kingsdale Advisors at the contact details below.

IPL Supplemental Rights Plan

Inter Pipeline adopted a limited purpose supplemental shareholder rights protection plan on March 31, 2021, the terms and conditions of which are set out in the shareholder protection rights plan agreement between Inter Pipeline and Computershare Trust Company of Canada (the “Rights Agent”) made as of March 31, 2021 (the “IPL Supplemental Rights Plan”). The principal purpose of the IPL Supplemental Rights Plan was to support and facilitate the IPL Board’s comprehensive review of strategic alternatives (the “Strategic Review”) to maximize IPL Shareholder value. Consistent with this purpose, and with the Arrangement being determined to be the preferred strategic alternative available to Inter Pipeline and the IPL Shareholders following the conclusion of the Strategic Review, the IPL Board, on the recommendation of the special committee of independent directors of the IPL Board, determined to amend the IPL Supplemental Rights Plan to limit its duration to the termination of the IPL Shareholders’ Meeting after the vote on the Arrangement Resolution has taken place. This amendment ensures that the IPL Supplemental Rights Plan continues to serve only its intended purpose of supporting and facilitating the Strategic Review by preserving the ability of the IPL Shareholders to make a decision on the outcome of the Strategic Review through their vote on the Arrangement Resolution. As the IPL Supplemental Rights Plan, as so amended, will not continue beyond the termination of the IPL Shareholders’ Meeting, Inter Pipeline is not seeking confirmation of the IPL Supplemental Rights Plan by the IPL Shareholders at the IPL Shareholders’ Meeting. The terms and conditions of the amendment are set out in the amendment to shareholder protection rights plan agreement between Inter Pipeline and the Rights Agent made as of June 25, 2021, a copy of which is available on SEDAR at www.sedar.com.

IPL Shareholder Questions

If you are an IPL Shareholder and have any questions, need assistance in voting your IPL Common Shares, please contact your financial, legal or other professional advisors or Kingsdale Advisors for assistance. You can reach Kingsdale Advisors at 1-877-659-1820 (416-867-2272 for collect calls outside North America) or by e-mail at contactus@kingsdaleadvisors.com. For more information, please go to www.interpipeline.com.

On behalf of the Board of Directors of Inter Pipeline, we look forward to your participation at the IPL Shareholders’ Meeting.

v

LETTER TO PEMBINA SHAREHOLDERS

June 29, 2021

Dear Shareholders of Pembina:

You are invited to attend a special meeting (the “Pembina Shareholders’ Meeting”) of the holders (the “Pembina Shareholders”) of common shares (“Pembina Common Shares”) in the capital of Pembina Pipeline Corporation (“Pembina”, “we”, “us”, or “our”), to be held on Thursday July 29, 2021 at 1:00 p.m. (Calgary time) in a virtual-only format that will be conducted via live audio webcast accessible at https://web.lumiagm.com/496603006 and password “pembina2021” (case sensitive).

Pembina and Inter Pipeline Ltd. (“Inter Pipeline” or “IPL”) entered into an arrangement agreement dated May 31, 2021 (as supplemented, modified or amended, the “Arrangement Agreement”), which was unanimously approved by the respective boards of directors of Pembina and Inter Pipeline. Pursuant to the Arrangement Agreement and the accompanying Plan of Arrangement (the “Arrangement”), Pembina will acquire all of the issued and outstanding common shares in the capital of Inter Pipeline (“IPL Common Shares”). Holders of IPL Common Shares (“IPL Shareholders”) will exchange their IPL Common Shares for Pembina Common Shares on the basis of 0.5 of a Pembina Common Share for each IPL Common Share (the “Consideration” or the “Exchange Ratio”). Current Pembina Shareholders are expected to own approximately 72% and former IPL Shareholders are expected to own approximately 28% of Pembina immediately after completion of the Arrangement. The Arrangement is currently anticipated to be completed late in the third quarter or early in the fourth quarter of 2021, subject to the satisfaction or waiver of all conditions precedent in the Arrangement Agreement, including receipt of all court, shareholder and regulatory approvals.

At the Pembina Shareholders’ Meeting, Pembina Shareholders will be asked to consider and vote on an ordinary resolution (the “Pembina Common Share Issuance Resolution”) approving the issuance of the Pembina Common Shares issuable pursuant to the Arrangement, the full text of which is set forth in Appendix B to the accompanying joint management information circular of Pembina and Inter Pipeline dated June 29, 2021 (the “Joint Information Circular”).

Please complete the enclosed form of proxy and submit it to Pembina’s transfer agent and registrar, Computershare Trust Company of Canada (“Computershare”), as soon as possible but not later than 1:00 p.m. (Calgary time) on July 27, 2021, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of any adjournment or postponement of the Pembina Shareholders’ Meeting (the “Pembina Proxy Deadline”). Registered Pembina Shareholders will be able to sign in to the Pembina Shareholders’ Meeting using the 15-digit control number provided with the meeting materials and password “pembina2021” (case sensitive).

Beneficial Pembina Shareholders (being Pembina Shareholders who hold their Pembina Common Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) can appoint themselves or a proxyholder to participate in the virtual Pembina Shareholders’ Meeting.

Registered Pembina Shareholders who appoint a proxyholder, and beneficial Pembina Shareholders who appoint themselves or a proxyholder to participate in the virtual Pembina Shareholders’ Meeting, must also visit https://www.computershare.com/pembina to register their or their proxyholder’s name and email address so that, after the Pembina Proxy Deadline, Computershare can send, via email, a username that will be required (with case-sensitive password “ pembina2021”) to log into the Pembina Shareholders’ Meeting.

If you do not follow both of these steps, you or your proxyholder will only be able to enter the meeting as a guest.

Reasons for and Benefits of the Arrangement

Pembina and IPL expect that the Arrangement will create one of the largest energy infrastructure companies in Canada, with a pro forma enterprise value of approximately $53 billion and a diversified and integrated asset base that can support and grow an extensive value chain for natural gas, natural gas liquids and crude oil, from wellhead to end user. Furthermore, past and future investments by both companies are anticipated to help access new demand markets for the Western Canadian sedimentary basin, benefitting Pembina, its customers and the provinces of Alberta and British Columbia alike.

vi

Further, the Arrangement is expected to maintain or enhance each of Pembina’s ‘financial guardrails’, which include (a) a minimum of 80% of Pembina’s adjusted EBITDA will be derived from fee-based arrangements, (b) Pembina’s dividend will be fully funded by fee-

vii

based arrangements supporting 100% of general and administrative and net finance costs, and a proportionate burden for income taxes, (c) a minimum of 75% of Pembina’s counterparty exposure shall be from investment grade rated counterparties, including security provided by investment grade rated, third party entities and (d) maintaining a strong ‘BBB’ credit rating.

For additional information with respect to these and other anticipated benefits of the Arrangement, see “The Arrangement – Reasons for and Benefits of the Arrangement” and “The Arrangement – Reasons for and Benefits of the Arrangement – Additional Reasons and Benefits for Pembina Shareholders” in the Joint Information Circular.

Shareholder Votes

The Pembina Common Share Issuance Resolution must be approved by greater than 50% of the votes cast by the Pembina Shareholders present in person (virtually) or represented by proxy at the Pembina Shareholders’ Meeting.

In addition to the approval by the Pembina Shareholders of the Pembina Common Share Issuance Resolution, completion of the Arrangement is subject to and conditional upon, among other things: (a) the approval of the Arrangement (the “Arrangement Resolution”) by not less than 66²⁄₃% of the votes cast by the IPL Shareholders present in person (virtually) or represented by proxy at an annual and special meeting (the “IPL Shareholders’ Meeting”) of IPL Shareholders to be held on Thursday July 29, 2021 at 10:00 a.m. (Calgary time); (b) the approval of the Arrangement by the Court of Queen’s Bench of Alberta; (c) the conditional approval of the listing of the Pembina Common Shares to be issued pursuant to the Arrangement on the Toronto Stock Exchange and the approval, subject to official notice of issuance, of the listing of the Pembina Common Shares to be issued pursuant to the Arrangement on the New York Stock Exchange; and (d) the receipt of all other necessary regulatory approvals, including approval under the Competition Act (Canada), the Canada Transportation Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

If the Arrangement Resolution is not approved by the IPL Shareholders at the IPL Shareholders’ Meeting, the Arrangement will not be completed. Similarly, if the Pembina Common Share Issuance Resolution is not approved by the Pembina Shareholders at the Pembina Shareholders’ Meeting, the Arrangement will not be completed.

IPL Support Agreements

All of the directors and executive officers of Inter Pipeline (the “Supporting IPL Shareholders”) have entered into agreements with Pembina to support the Arrangement. The Supporting IPL Shareholders collectively hold approximately 0.32% of the issued and outstanding IPL Common Shares and each Supporting IPL Shareholder has irrevocably agreed to, among other things, vote all of their IPL Common Shares in favour of the Arrangement at the IPL Shareholders’ Meeting and to otherwise support the Arrangement, including an agreement not to tender (or agree to tender) any IPL Common Shares to the unsolicited take-over bid for the IPL Common Shares made by affiliates of Brookfield Infrastructure Partners L.P. (or any amendment thereto) or to any other take-over bid made for the IPL Common Shares.

viii

Pembina Fairness Opinion

Scotia Capital acted as financial advisor to Pembina in connection with the Arrangement and has provided the Pembina Board with its opinion (the “Pembina Fairness Opinion”) to the effect that, as of May 31, 2021, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be paid by Pembina pursuant to the Arrangement is fair, from a financial point of view, to Pembina. The full text of the written opinion of Scotia Capital, which sets forth, among other things, the assumptions made, procedures followed, information reviewed, matters considered and limitations and qualifications on the scope of review undertaken in connection with rendering the Pembina Fairness Opinion, is contained in Appendix F to the Joint Information Circular and should be read carefully and in its entirety.

Scotia Capital provided its opinion solely for the information and assistance of the Pembina Board in connection with its consideration of the Arrangement and the opinion is subject to the assumption, limitations and qualifications contained therein. The Pembina Fairness Opinion is not a recommendation as to how any Pembina Shareholder should vote or act with respect to the Arrangement or its Pembina Common Shares. The Pembina Fairness Opinion was one of a number of factors taken into consideration by the Pembina Board in making its unanimous determination that the Arrangement is fair to the Pembina Shareholders, that the Arrangement and the entry into the Arrangement Agreement are in the best interests of Pembina and to unanimously recommend that the Pembina Shareholders vote in favour of the Pembina Common Share Issuance Resolution.

Recommendation

After consulting with Pembina’s senior management and with its financial, legal, tax and other advisors, and after considering, among other things, the Pembina Fairness Opinion, the Pembina Board unanimously determined: (a) that the Arrangement is fair to the Pembina Shareholders; (b) that the Arrangement and entry into the Arrangement Agreement are in the best interests of Pembina; and (c) to unanimously recommend that the Pembina Shareholders vote in favour of the Pembina Common Share Issuance Resolution.

The Joint Information Circular contains a detailed description of the Arrangement, as well as detailed information regarding Pembina and Inter Pipeline and certain pro forma and other information about Pembina after giving effect to the Arrangement. It also includes certain risk factors relating to Pembina, Inter Pipeline, the Arrangement and Pembina after giving effect to the Arrangement. Please give this material your careful consideration and, if you require assistance, consult your financial, legal, tax or other professional advisors.

Due to the unprecedented public health impact of the novel coronavirus, also known as COVID-19, and in alignment with the recommendations of Canadian public health officials to cancel large public gatherings, the Pembina Shareholders’ Meeting will be held in a virtual-only format conducted via live audio webcast online at https://web.lumiagm.com/496603006 (password “pembina2021” (case sensitive)). The virtual-only format for the Pembina Shareholders’ Meeting will help mitigate health and safety risks to the community, shareholders, employees and other stakeholders. At this website, Pembina Shareholders and duly appointed proxyholders will be able to hear the meeting live, submit questions and vote their Pembina Common Shares on all items of business while the Pembina Shareholders’ Meeting is being held. While Pembina Shareholders and duly appointed proxyholders will not be able to attend the Pembina Shareholders’ Meeting in person, regardless of geographic location and ownership, they will have an equal opportunity to participate in the Pembina Shareholders’ Meeting and vote on the Pembina Common Share Issuance Resolution. Detailed instructions about how to participate in the Pembina Shareholders’ Meeting can be found in the Notice of Special Meeting of Pembina Shareholders and the Joint Information Circular.

Your vote is important to Pembina and we strongly encourage you to participate in the Pembina Shareholders’ Meeting or submit the enclosed form of proxy or voting instruction form, as applicable. If you have any questions about any of the information or require assistance in completing your form of proxy or voting instruction form for your Pembina Common Shares, as applicable, please contact your financial, legal, tax or other professional advisors, or Kingsdale Advisors at the contact details below.

ix

Pembina Shareholder Questions

If you are a Pembina Shareholder and have any questions or need assistance in voting your Pembina Common Shares, please contact your financial, legal or other professional advisors or Kingsdale Advisors for assistance. You can reach Kingsdale Advisors at 1-877-657-5859 (416-867-2272 for collect calls outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

On behalf of the Board of Directors of Pembina, we are very excited about this opportunity to combine Pembina and Inter Pipeline and create one of the largest infrastructure companies in Canada, with vast potential to further benefit all of our collective stakeholders. The Arrangement is a synergistic merger of complementary assets that is expected to lead to opportunities for significant expansion, customer benefits, material efficiencies and enhanced valuation. Our record has shown that we are deliberate and thoughtful in our growth, dedicated to superior operations and a preferred partner to communities. We look forward to your support for the Arrangement and the benefits it is expected to have for our shareholders and stakeholders today and over the long-term. We look forward to your participation at the Pembina Shareholders’ Meeting.

x

NOTICE OF ANNUAL AND SPECIAL MEETING OF IPL SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “IPL Shareholders’ Meeting”) of the holders (“IPL Shareholders”) of common shares (“IPL Common Shares”) of Inter Pipeline Ltd. (“Inter Pipeline”) will be held at 10:00 a.m. (Calgary time) on Thursday, July 29, 2021 in a virtual-only format that will be conducted via live webcast accessible online at https://web.lumiagm.com/419351825 for the following purposes:

Specific details of the matters to be put before the IPL Shareholders’ Meeting are set forth in the Joint Information Circular.

The Board of Directors of Inter Pipeline unanimously recommends that IPL Shareholders vote FOR the Arrangement Resolution. It is a condition to the completion of the Arrangement that the Arrangement Resolution be approved at the IPL Shareholders’ Meeting. If the Arrangement Resolution is not approved by the IPL Shareholders, the Arrangement cannot be completed.

The full text of the amended plan of arrangement (the “Plan of Arrangement”) implementing the Arrangement is attached as Schedule A to Appendix C to the Joint Information Circular. The Interim Order is attached as Appendix D to the Joint Information Circular.

Each IPL Common Share entitled to be voted in respect of the Arrangement Resolution will entitle the holder to one vote at the IPL Shareholders’ Meeting with respect to such resolution. The Arrangement Resolution must be approved by not less than 66²⁄₃% of the votes cast by the IPL Shareholders present in person (virtually) or represented by proxy at the IPL Shareholders’ Meeting.

The record date (the “IPL Record Date”) for determining the IPL Shareholders entitled to receive notice of and to vote at the IPL Shareholders’ Meeting is the close of business on June 16, 2021. IPL Shareholders, whose names have been entered in the register of holders of IPL Common Shares on the close of business on the IPL Record Date will be entitled to receive notice of and to vote at the IPL Shareholders’ Meeting. If an IPL Shareholder transfers IPL Common Shares after the Inter Pipeline Record Date and the transferee of those IPL Common Shares, having produced properly endorsed certificates evidencing such IPL Common Shares or having otherwise established that the transferee owns such IPL Common Shares, demands, at least ten days before the IPL Shareholders’ Meeting and otherwise satisfies the requirements of section 137(2) of the ABCA, that the transferee’s name be included in the list of IPL Shareholders entitled to vote at the IPL Shareholders’ Meeting, in accordance with the ABCA, the by-laws of Inter Pipeline and any agreement between Inter Pipeline and such transferee, such transferee shall be entitled to vote such IPL Common Shares at the IPL Shareholders’ Meeting.

Due to the unprecedented public health impact of the novel coronavirus, also known as COVID-19, and in alignment with the recommendations of Canadian public health officials to cancel large public gatherings, the IPL Shareholders’ Meeting will be held in a virtual-only format conducted via live webcast in order to help mitigate health and safety risks to the community, shareholders, employees and other stakeholders. Inter Pipeline’s directors and management believe this format will provide IPL Shareholders a safer opportunity to attend the IPL Shareholders’ Meeting given ongoing restrictions on travel and public gatherings as well as health concerns. While IPL Shareholders and duly appointed proxyholders

xi

will not be able to attend the IPL Shareholders’ Meeting in person, regardless of geographic location and ownership, they will have an equal opportunity to participate in the IPL Shareholders’ Meeting and vote on the applicable resolutions.

Registered IPL Shareholders may attend the IPL Shareholders’ Meeting in person (virtually) or may be represented by proxy. IPL Shareholders who are unable to attend the IPL Shareholders’ Meeting or any adjournments or postponements thereof in person (virtually) are requested to date, sign and return the accompanying form of proxy for use at the IPL Shareholders’ Meeting or any adjournment or postponement thereof. To be effective, the applicable enclosed form of proxy must be dated, signed and deposited with Inter Pipeline’s registrar and transfer agent, Computershare Trust Company of Canada: (a) by mail, using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, 8th Floor North Tower, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (b) by facsimile at 1-866-249-7775; or (c) through the internet at https://www.investorvote.com, no later than: 10:00 a.m. (Calgary time) on July 27, 2021 or, if the IPL Shareholders’ Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Alberta) before the beginning of any adjourned or postponed IPL Shareholders’ Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the IPL Shareholders’ Meeting at his or her discretion without notice. To vote through the internet you will require your 15-digit control number found on your proxy form.

If an IPL Shareholder receives more than one form of proxy because such holder owns IPL Common Shares registered in different names or addresses, each form of proxy should be completed and returned.

A proxyholder has discretion under the accompanying form of proxy in respect of amendments or variations to matters identified in this Notice and with respect to other matters which may properly come before the IPL Shareholders’ Meeting, or any adjournment or postponement thereof. As of the date hereof, management of Inter Pipeline knows of no amendments, variations or other matters to come before the IPL Shareholders’ Meeting other than the matters set forth in this Notice. IPL Shareholders who are planning to return the form of proxy are encouraged to review the Joint Information Circular carefully before submitting the proxy form.

Directors, officers and employees of, or advisors to Inter Pipeline may solicit proxies by personal interviews, telephone or other means of communication. In addition, Inter Pipeline has engaged Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation and information agent to assist management of Inter Pipeline with, among other things, the solicitation of proxies from IPL Shareholders.

It is the intention of the persons named in the applicable enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote in favour of the Arrangement Resolution and each of the other matters to be brought before the IPL Shareholders’ Meeting.

Pursuant to the Interim Order, registered holders of IPL Common Shares have been granted the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their IPL Common Shares in accordance with the provisions of section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement. The right of an IPL Shareholder to dissent is more particularly described in the Joint Information Circular and in the Interim Order and the text of section 191 of the ABCA, which are set forth in Appendices D and J, respectively, to the accompanying Joint Information Circular. To exercise such right to dissent, a dissenting IPL Shareholder must send to Inter Pipeline, c/o Burnet, Duckworth & Palmer LLP, 2400 525 8^th Avenue S.W., Calgary, AB T2P 1G1, Attention: Jeffrey Sharpe, a written objection to the Arrangement Resolution, which written objection must be received by 4:00 p.m. (Calgary time) on July 26, 2021 or the fifth business day immediately preceding the date of any adjournment or postponement of the IPL Shareholders’ Meeting, as applicable.

Failure to strictly comply with the requirements set forth in section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent. Persons who are beneficial owners of IPL Common Shares registered in the name of a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered holders of such IPL Common Shares are entitled to dissent. Accordingly, a beneficial owner of IPL Common Shares desiring to exercise the right of dissent must make arrangements for the IPL Common Shares beneficially owned by such holder to be registered in the holder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by Inter Pipeline or, alternatively, make arrangements for the registered holder of such IPL Common Shares to dissent on behalf of the beneficial holder. It is strongly recommended that any IPL Shareholders wishing to dissent seek independent legal advice.

Dated at Calgary, Alberta, this 29^th day of June, 2021.

xii

NOTICE OF SPECIAL MEETING OF PEMBINA SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “Pembina Shareholders’ Meeting”) of the holders (“Pembina Shareholders”) of common shares (“Pembina Common Shares”) of Pembina Pipeline Corporation (“Pembina”) will be held at 1:00 p.m. (Calgary time) on Thursday, July 29, 2021 in a virtual-only format that will be conducted via live webcast accessible online at https://web.lumiagm.com/496603006 for the following purposes:

Specific details of the matters to be put before the Pembina Shareholders’ Meeting are set forth in the Joint Information Circular.

The Board of Directors of Pembina unanimously recommends that Pembina Shareholders vote FOR the Pembina Common Share Issuance Resolution. It is a condition to the completion of the Arrangement that the Pembina Common Share Issuance Resolution be approved at the Pembina Shareholders’ Meeting. If the Pembina Common Share Issuance Resolution is not approved by the Pembina Shareholders, the Arrangement cannot be completed.

Each Pembina Common Share entitled to be voted in respect of the Pembina Common Share Issuance Resolution will entitle the holder to one vote at the Pembina Shareholders’ Meeting. The Pembina Common Share Issuance Resolution must be approved by greater than 50% of the votes cast by the Pembina Shareholders present in person (virtually) or represented by proxy at the Pembina Shareholders’ Meeting.

The record date (the “Pembina Record Date”) for determining the Pembina Shareholders entitled to receive notice of and to vote at the Pembina Shareholders’ Meeting is the close of business on June 28, 2021. Pembina Shareholders whose names have been entered in the register of holders of Pembina Common Shares at the close of business on the Pembina Record Date will be entitled to receive notice of and to vote at the Pembina Shareholders’ Meeting. If a Pembina Shareholder transfers Pembina Common Shares after the Pembina Record Date and the transferee of those Pembina Common Shares, having produced properly endorsed certificates evidencing such Pembina Common Shares or having otherwise established that the transferee owns such Pembina Common Shares, demands, at least two days before the Pembina Shareholders’ Meeting, that the transferee’s name be included in the list of Pembina Shareholders entitled to vote at the Pembina Shareholders’ Meeting and otherwise satisfies the requirements of section 137(2) of the ABCA, in accordance with the ABCA and the by-laws of Pembina, such transferee shall be entitled to vote such Pembina Common Shares on the Pembina Common Share Issuance Resolution at the Pembina Shareholders’ Meeting.

Due to the unprecedented public health impact of the novel coronavirus, also known as COVID-19, and in alignment with the recommendations of Canadian public health officials to cancel large public gatherings, the Pembina Shareholders’ Meeting will be held in a virtual-only format conducted via live webcast in order to help mitigate health and safety risks to the community, shareholders, employees and other stakeholders. Pembina’s directors and management believe this format will provide Pembina Shareholders a safer opportunity to attend the Pembina Shareholders’ Meeting given ongoing restrictions on travel and public gatherings as well as health concerns. While Pembina Shareholders and duly appointed proxyholders will not be able to attend the Pembina Shareholders’ Meeting in person, regardless of geographic location and ownership, they will have an equal opportunity to participate in the Pembina Shareholders’ Meeting and vote on the Pembina Common Share Issuance Resolution.

Registered Pembina Shareholders may attend the Pembina Shareholders’ Meeting in person (virtually) or may be represented by proxy. Pembina Shareholders who are unable to attend the Pembina Shareholders’ Meeting or any adjournments or postponements thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Pembina Shareholders’ Meeting or any adjournment or postponement thereof. To be effective, the enclosed form of proxy must be dated, signed and deposited with Pembina’s registrar and transfer agent, Computershare Trust Company of Canada: (a) by mail, using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, 8th Floor North Tower, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (b) by facsimile at 1-866-249-7775; or (c)

xiii

through the internet at https://www.investorvote.com, no later than 1:00 p.m. (Calgary time) on July 27, 2021 or, if the Pembina Shareholders’ Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Alberta) before the beginning of any adjourned or postponed Pembina Shareholders’ Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Pembina Shareholders’ Meeting at his or her discretion without notice. To vote through the internet you will require your 15-digit control number found on your proxy form.

If a Pembina Shareholder receives more than one form of proxy because such holder owns Pembina Common Shares registered in different names or addresses, each form of proxy should be completed and returned.

A proxyholder has discretion under the accompanying form of proxy in respect of amendments or variations to matters identified in this Notice and with respect to other matters which may properly come before the Pembina Shareholders’ Meeting, or any adjournment or postponement thereof. As of the date hereof, management of Pembina knows of no amendments, variations or other matters to come before the Pembina Shareholders’ Meeting other than the matters set forth in this Notice. Pembina Shareholders who are planning to return the form of proxy are encouraged to review the Joint Information Circular carefully before submitting the proxy form.

Directors, officers and employees of, or advisors to Pembina may solicit proxies by personal interviews, telephone or other means of communication. In addition, Pembina has engaged Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent to assist management of Pembina with, among other things, the solicitation of proxies from Pembina Shareholders.

It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote in favour of the Pembina Common Share Issuance Resolution.

Dated at Calgary, Alberta, this 29^th day of June, 2021.

xiv

Court File No. 2101 07490

IN THE COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE OF CALGARY

IN THE MATTER OF SECTION 193 OF THE BUSINESS CORPORATIONS ACT,

R.S.A. 2000, c. B-9, AS AMENDED

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING INTER PIPELINE LTD., PEMBINA PIPELINE CORPORATION

AND SHAREHOLDERS OF INTER PIPELINE LTD.

NOTICE OF APPLICATION

NOTICE IS HEREBY GIVEN that an originating application (the “Application”) has been filed with the Court of Queen’s Bench of Alberta, Judicial Centre of Calgary (the “Court”) on behalf of Inter Pipeline Ltd. (“Inter Pipeline”) with respect to a proposed arrangement (the “Arrangement”) under section 193 of the Business Corporations Act (Alberta), as amended (the “ABCA”), involving Inter Pipeline, the holders of common shares of Inter Pipeline (the “IPL Shareholders”) and Pembina Pipeline Corporation (“Pembina”), which Arrangement is described in greater detail in the joint management information circular of Inter Pipeline and Pembina dated June 29, 2021 accompanying this Notice of Application. At the hearing of the Application, Inter Pipeline intends to seek:

(collectively, the “Final Order”).

AND NOTICE IS FURTHER GIVEN that the said Application is directed to be heard before a Justice of the Court, at the Court of Queen’s Bench of Alberta, 601 – 5th Street S.W., Calgary, Alberta, or via video conference if necessary, on July 30, 2021 at 1:30 p.m. (Calgary time) or as soon thereafter as counsel may be heard. Any (a) IPL Shareholder or (b) other interested party desiring to support or oppose the Application may appear at the time of the hearing in person (virtually) or by counsel provided such IPL Shareholder or other interested party files with the Court and serves upon Inter Pipeline on or before 4:00 p.m. (Calgary time) on July 20, 2021, a notice of intention to appear in accordance with the Alberta Rules of Court (the “Notice of Intention to Appear”) setting out such IPL Shareholder’s or interested party’s address for service and, if applicable, indicating whether such IPL Shareholder or interested party intends to support or oppose the Application or make submissions together with a summary of the position such person intends to advocate before the Court and any evidence or materials that are to be presented to the Court. Service on Inter Pipeline is to be effected by delivery to its solicitors at the address set forth below.

AND NOTICE IS FURTHER GIVEN that, at the hearing and subject to the foregoing, IPL Shareholders and any other interested persons will be entitled to make representations as to, and the Court will be requested to consider, the fairness of the Arrangement. If you do not attend, either in person (virtually) or by counsel, at that time, the Court may approve or refuse to approve the Arrangement as presented, or may approve the Arrangement subject to such terms and conditions as the Court may deem fit, without any further notice.

AND NOTICE IS FURTHER GIVEN that the Court, by the interim order (the “Interim Order”) of the Court dated June 29, 2021, has given directions as to the calling and holding of a special meeting of the IPL Shareholders for the purposes of such IPL Shareholders voting upon a special resolution to approve the Arrangement and, in particular, has directed that registered IPL Shareholders have the right to dissent under the provisions of section 191 of the ABCA, as modified by the terms of the Interim Order and the Plan of Arrangement, in respect of the Arrangement.

xv

AND NOTICE IS FURTHER GIVEN that the Final Order approving the Plan of Arrangement will, if granted, constitute the basis for an exemption from the registration requirements of the United States Securities Act of 1933, as amended, pursuant to section 3(a)(10) thereof with respect to the issuance of common shares of Pembina to IPL Shareholders pursuant to the Plan of Arrangement.

AND NOTICE IS FURTHER GIVEN that further notice in respect of these proceedings will only be given to those persons who have filed a Notice of Intention to Appear.

AND NOTICE IS FURTHER GIVEN that a copy of the said Application and other documents in the proceedings will be furnished to any IPL Shareholder or other interested party requesting the same by the under-mentioned solicitors for Inter Pipeline upon written request delivered to such solicitors as follows:

DATED at the City of Calgary, in the Province of Alberta, this 29^th day of June, 2021.

xvi

INTER PIPELINE Q&A

IPL SHAREHOLDERS – QUESTIONS AND ANSWERS

ABOUT THE ARRANGEMENT AND THE IPL SHAREHOLDERS’ MEETING

The following is intended to address certain key questions concerning the Arrangement and the IPL Shareholders’ Meeting. The information contained below is of a summary nature and therefore is not complete and is qualified in its entirety by the more detailed information contained elsewhere in or incorporated by reference in this Joint Information Circular, including the Appendices hereto, all of which are important and should be reviewed carefully. Capitalized terms used but not otherwise defined in this “IPL Shareholders – Questions and Answers About the Arrangement and the IPL Shareholders’ Meeting” have the meanings set forth under the heading “Glossary of Terms”.

Current IPL Shareholders are expected to own approximately 28% and current Pembina Shareholders are expected to own approximately 72% of Pembina immediately after completion of the Arrangement.

THE IPL BOARD UNANIMOUSLY RECOMMENDS THAT IPL SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

See “The Arrangement – Recommendation of the IPL Board”, “The Arrangement – Reasons for and Benefits of the Arrangement” and “The Arrangement – Reasons for and Benefits of the Arrangement – Additional Reasons and Benefits for IPL Shareholders”. The full text of the Arrangement Resolution is set forth in Appendix A to this Joint Information Circular.

xvii

xviii

All of the directors and executive officers of Inter Pipeline have entered into the IPL Support Agreements with Pembina pursuant to which such directors and executive officers have agreed, subject to the terms and conditions contained therein, to vote in favour of the Arrangement.

See “The Arrangement – Reasons for the Arrangement” and “Pro Forma Information Concerning Pembina After Giving Effect to the Arrangement”.

See “Effect of the Arrangement – IPL Support Agreements”.

TD Securities has provided the IPL Board with the TD Fairness Opinion to the effect that, as of May 31, 2021 and subject to the assumptions, limitations and qualifications set forth therein, in the opinion of TD Securities, the Consideration to be received by IPL Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such IPL Shareholders.

J.P. Morgan has also provided the IPL Board with the J.P. Morgan Fairness Opinion to the effect that, as of May 31, 2021 and subject to the assumptions, limitations and qualifications set forth therein, in the opinion of J.P. Morgan, the Exchange Ratio in the proposed Arrangement is fair, from a financial point of view, to the IPL Shareholders.

See “The Arrangement – IPL Fairness Opinions”, “The Arrangement – Reasons for and Benefits of the Arrangement” and “The Arrangement – Reasons for and Benefits of the Arrangement – Additional Reasons and Benefits for IPL Shareholders”.

Further, IPL Shareholders will also be asked to consider certain normal course annual business including: (a) electing nine directors of Inter Pipeline; (b) appointing Ernst & Young LLP, Chartered Professional Accountants, as auditors of Inter Pipeline; and (c) voting on Inter Pipeline’s approach to executive compensation, further particulars of which are set forth in the accompanying Joint Information Circular.

Inter Pipeline adopted the IPL Supplemental Rights Plan on March 31, 2021. The principal purpose of the IPL Supplemental Rights Plan was to support and facilitate the Strategic Review to maximize IPL Shareholder value. Consistent with this purpose, and with the Arrangement being determined to be the preferred strategic alternative available to Inter Pipeline and the IPL Shareholders following

xix

the conclusion of the Strategic Review, the IPL Board, on the recommendation of the IPL Special Committee, determined to amend the IPL Supplemental Rights Plan to limit its duration to the termination of the IPL Shareholders’ Meeting after the vote on the Arrangement Resolution has taken place. This amendment ensures that the IPL Supplemental Rights Plan continues to serve only its intended purpose of supporting and facilitating the Strategic Review by preserving the ability of the IPL Shareholders to make a decision on the outcome of the Strategic Review through their vote on the Arrangement Resolution. As the IPL Supplemental Rights Plan, as so amended, will not continue beyond the termination of the IPL Shareholders’ Meeting, IPL is not seeking confirmation of the IPL Supplemental Rights Plan by the IPL Shareholders at the IPL Shareholders’ Meeting. The terms and conditions of the amendment are set out in the amendment to shareholder protection rights plan agreement between Inter Pipeline and the Rights Agent made as of June 25, 2021, a copy of which is available on SEDAR at www.sedar.com.

Guests, including non-registered IPL Shareholders who have not duly appointed themselves as proxyholders, can log in to the IPL Shareholders’ Meeting as set out below. Guests can listen to the IPL Shareholders’ Meeting but are not able to vote or submit questions.

See “General Proxy Matters – Inter Pipeline – How to Participate at the IPL Shareholders’ Meeting”. For information on how a non-registered (beneficial) IPL Shareholder can participate in the IPL Shareholders’ Meeting and vote its IPL Common Shares, see the question below “How can a non-registered IPL Shareholder vote during the IPL Shareholders’ Meeting?”

xx

IPL believes that the ability to participate in the IPL Shareholders’ Meeting in a meaningful way remains important despite the decision to hold the IPL Shareholders’ Meeting virtually. It is anticipated that registered IPL Shareholders and duly appointed proxyholders will have substantially the same opportunity to ask questions on matters of business before the IPL Shareholders’ Meeting as if the IPL Shareholders’ Meeting was being held in person. IPL Shareholders will have the opportunity to submit questions at the IPL Shareholders’ Meeting by submitting them in writing through the text box. Questions received from IPL Shareholders which relate to the business of the IPL Shareholders’ Meeting are expected to be addressed at specified times during the course of the IPL Shareholders’ Meeting. Such questions will be read by the Chair of the IPL Shareholders’ Meeting or a designee of the Chair of the IPL Shareholders’ Meeting and responded to by a representative of IPL. To ensure fairness for all attendees, the Chair of the IPL Shareholders’ Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the IPL Shareholders’ Meeting or which are determined to be inappropriate or otherwise out of order.

Further instructions on how to submit a question during the IPL Shareholders’ Meeting can be found in the Virtual Meeting User Guide which accompanies this Joint Information Circular.

If an IPL Shareholder transfers IPL Common Shares after the IPL Record Date and the transferee of those IPL Common Shares, having produced properly endorsed certificates evidencing such IPL Common Shares or having otherwise established that the transferee owns such IPL Common Shares, demands, at least ten days before the IPL Shareholders’ Meeting, that the transferee’s name be included in the list of IPL Shareholders entitled to vote at the IPL Shareholders’ Meeting, in accordance with the ABCA and otherwise satisfies the requirements of section 137(2) of the ABCA, the by-laws of Inter Pipeline and any agreement between Inter Pipeline and such transferee, such transferee shall be entitled to vote such IPL Common Shares at the IPL Shareholders’ Meeting.

If your IPL Common Shares are not registered in your name, but are held in the name of a nominee (usually a broker, investment dealer, bank, trust company, custodian, or other financial institution), you should have received a Voting Instruction Form from your nominee. Please note that Inter Pipeline has limited access to the names of its non-registered shareholders. If you attend the IPL Shareholders’ Meeting, Inter Pipeline may have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder. Therefore, if you wish to vote at the IPL Shareholders’ Meeting, insert your own name in the space provided on the Voting Instruction Form and return the same by following the instructions provided therein. Do not otherwise complete the Voting Instruction Form as your vote will be taken at the IPL Shareholders’ Meeting. If you do not intend to attend the IPL Shareholders’ Meeting, follow the instructions on the Voting Instruction Form to vote by telephone or internet or complete, sign and mail the Voting Instruction Form in the postage prepaid envelope provided. Your completed Voting Instruction Form must be submitted on or before the deadline specified on the form.

Any IPL Shareholders that have any questions or need assistance in voting, please contact your financial, legal or other professional advisors or Kingsdale Advisors for assistance. You can reach Kingsdale Advisors at 1-877-659-1820 (416-867-2272 for collect calls outside North America) or by e-mail at contactus@kingsdaleadvisors.com. For more information, please go to www.interpipeline.com.

xxi

xxii

See “General Proxy Matters – Inter Pipeline”.

NOTE: It is important for you to ensure that any other person you appoint will attend the IPL Shareholders’ Meeting and is aware that his or her appointment has been made to vote your securities.

The following applies to securityholders who wish to appoint as their proxyholders individuals other than those named in the proxy or Voting Instruction Form. This includes non-registered IPL Shareholders who wish to appoint themselves as proxyholders to attend, participate in or vote at the IPL Shareholders’ Meeting.

IPL Shareholders who wish to appoint as their proxyholders individuals other than those named in the proxy or Voting Instruction Form to attend and participate in the IPL Shareholders’ Meeting and vote their securities MUST submit their proxies or Voting Instruction Forms, as applicable, appointing such individuals as proxyholders AND register such proxyholders online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or Voting Instruction Form. Failure to register the proxyholder will result in the proxyholder not receiving a username that is required to vote at the IPL Shareholders’ Meeting.

xxiii

Step 1: Submit your proxy or Voting Instruction Form: To appoint someone other than the individuals named in the proxy or Voting Instruction Form as proxyholder, insert that person’s name in the blank space provided in the proxy or Voting Instruction Form (if permitted) and follow the instructions for submitting such proxy or Voting Instruction Form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your proxy or Voting Instruction Form.

If you are a non-registered IPL Shareholder and wish to vote at the IPL Shareholders’ Meeting, you must insert your own name in the space provided on the Voting Instruction Form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below in Step 2. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and other instructions provided by your intermediary. Please also see further instructions below under “How can a non-registered IPL Shareholder vote during the IPL Shareholders’ Meeting?”

If you are a non-registered IPL Shareholder located in the United States and wish to vote at the IPL Shareholders’ Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described below under “How can a non-registered IPL Shareholder vote during the IPL Shareholders’ Meeting?”, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form or contact your intermediary to request a legal proxy form if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare. Requests for registration from non-registered IPL Shareholders located in the United States that wish to vote at the IPL Shareholders’ Meeting or, if permitted, appoint third parties as their proxyholders must be sent by e-mail or by courier to: uslegalproxy@computershare.com (if by e-mail); or Computershare Trust Company of Canada, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, Canada (if by courier), and in both cases, must be labeled “Legal Proxy” and received no later than the IPL Proxy Deadline.

Step 2: Register your proxyholder: To register a third-party proxyholder, you must visit https://www.computershare.com/interpipeline by the IPL Proxy Deadline and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to vote at the IPL Shareholders’ Meeting but will be able to participate as guests.

xxiv

The Arrangement Agreement contains provisions which require Pembina to assume the risk of any regulatory delay or remedy under the Competition Act and close the Arrangement in a timely manner. These provisions protect the interests of IPL Shareholders by limiting the ability of Pembina to delay closing of the Arrangement due to ongoing regulatory review. IPL and Pembina believe that meaningful challenges are unlikely due to the complementary nature of Inter Pipeline and Pembina’s operations, and are advised by their respective legal counsel that these provisions in the Arrangement Agreement reduce the risk to closing of the Arrangement.

See “Procedure for the Arrangement to Become Effective”.

See “Timing”.

IPL Shareholders whose IPL Common Shares are registered in the name of a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary must contact their intermediary to deposit their IPL Common Shares.

See “Effect of the Arrangement – The Arrangement Agreement – Termination”.

xxv

See “Dissent Rights”.

xxvi

PEMBINA Q&A

PEMBINA SHAREHOLDERS – QUESTIONS AND ANSWERS

ABOUT THE ARRANGEMENT AND THE PEMBINA SHAREHOLDERS’ MEETING

The following is intended to address certain key questions concerning the Arrangement and the Pembina Shareholders’ Meeting. The information contained below is of a summary nature and therefore is not complete and is qualified in its entirety by the more detailed information contained elsewhere in or incorporated by reference in this Joint Information Circular, including the Appendices hereto, all of which are important and should be reviewed carefully. Capitalized terms used but not otherwise defined in this “Question and Answers About the Arrangement and the Pembina Shareholders’ Meeting” have the meanings set forth under the heading “Glossary of Terms”.

Current Pembina Shareholders are expected to own approximately 72% and current IPL Shareholders are expected to own approximately 28% of Pembina immediately after completion of the Arrangement.

THE PEMBINA BOARD UNANIMOUSLY RECOMMENDS THAT PEMBINA SHAREHOLDERS VOTE FOR THE PEMBINA COMMON SHARE ISSUANCE RESOLUTION.

See “The Arrangement – Recommendation of the Pembina Board”, “The Arrangement – Reasons for and Benefits of the Arrangement”, “The Arrangement – Reasons for and Benefits of the Arrangement – Additional Reasons and Benefits for Pembina Shareholders”. The full text of the Pembina Common Share Issuance Resolution is set forth in Appendix B to this Joint Information Circular.

xxvii

Further, the Arrangement is expected to maintain or enhance each of Pembina’s ‘financial guardrails’, which include (a) a minimum of 80% of Pembina’s adjusted EBITDA will be derived from fee-based arrangements, (b) Pembina’s dividend will be fully funded by fee-based arrangements supporting 100% of general and administrative and net finance costs, and a proportionate burden for income taxes, (c) a minimum of 75% of Pembina’s counterparty exposure shall be from investment grade rated counterparties, including security provided by investment grade rated, third party entities and (d) maintaining a strong ‘BBB’ credit rating.

xxviii

See “The Arrangement – Reasons for the Arrangement” and “Pro Forma Information Concerning Pembina After Giving Effect to the Arrangement”.

See “Effect of the Arrangement – IPL Support Agreements”.

The full text of the written opinion of Scotia Capital, which sets forth, among other things, the assumptions made, procedures followed, information reviewed, matters considered and limitations and qualifications on the scope of review undertaken in connection with the Pembina Fairness Opinion, is contained in Appendix F to the Joint Information Circular. Scotia Capital provided its opinion solely for the information and assistance of the Pembina Board in connection with its consideration of the Arrangement. The Pembina Fairness Opinion is not a recommendation as to how any Pembina Shareholder should vote or act with respect to the Arrangement or its Pembina Common Shares.

See “The Arrangement – Pembina Fairness Opinion”, “The Arrangement – Reasons for and Benefits of the Arrangement” and “The Arrangement – Reasons for and Benefits of the Arrangement – Additional Reasons and Benefits for Pembina Shareholders”.

xxix

If approved, the Pembina Common Share Issuance Resolution will authorize the issuance of the number of Pembina Common Shares that would allow Pembina to meet its obligations under the Arrangement Agreement, which provides for the issuance of Pembina Common Shares in exchange for IPL Common Shares, on the basis that each IPL Common Share shall entitle the holder to 0.5 of a Pembina Common Share. Based on the 429,219,175 IPL Common Shares outstanding as of June 28, 2021 and assuming no Dissenting IPL Shareholders, Pembina would issue approximately 214,609,588 Pembina Common Shares to acquire all of the outstanding IPL Common Shares pursuant to the Plan of Arrangement.

Guests, including non-registered Pembina Shareholders who have not duly appointed themselves as proxyholders, can log in to the Pembina Shareholders’ Meeting as set out below. Guests can listen to the Pembina Shareholders’ Meeting but are not able to vote or submit questions.

See “General Proxy Matter – Pembina – How to Participate at the Pembina Shareholders’ Meeting”. For information on how a non-registered (beneficial) Pembina Shareholder can participate in the Pembina Shareholders’ Meeting and vote its Pembina Common Shares, see the question below “How can a non-registered Pembina Shareholder vote during the Pembina Shareholders’ Meeting?”

xxx

Pembina believes that the ability to participate in the Pembina Shareholders’ Meeting in a meaningful way remains important despite the decision to hold the Pembina Shareholders’ Meeting virtually. It is anticipated that registered Pembina Shareholders and duly appointed proxyholders will have substantially the same opportunity to ask questions on matters of business before the Pembina Shareholders’ Meeting as if the Pembina Shareholders’ Meeting was being held in person. Pembina Shareholders will have the opportunity to submit questions at the Pembina Shareholders’ Meeting by submitting them in writing through the text box. Questions received from Pembina Shareholders which relate to the business of the Pembina Shareholders’ Meeting are expected to be addressed at a specified time during the Pembina Shareholders’ Meeting. Such questions will be read by the Chair of the Pembina Shareholders’ Meeting or a designee of the Chair of the Pembina Shareholders’ Meeting and responded to by a representative of Pembina. To ensure fairness for all attendees, the Chair of the Pembina Shareholders’ Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Pembina Shareholders’ Meeting or which are determined to be inappropriate or otherwise out of order.

Further instructions on how to submit a question during the Pembina Shareholders’ Meeting can be found in the Virtual Meeting User Guide which accompanies this Joint Information Circular.

If a Pembina Shareholder transfers Pembina Common Shares after the Pembina Record Date and the transferee of those Pembina Common Shares, having produced properly endorsed certificates evidencing such Pembina Common Shares or having otherwise established that the transferee owns such Pembina Common Shares, demands, at least two days before the Pembina Shareholders’ Meeting, that the transferee’s name be included in the list of Pembina Shareholders entitled to vote at the Pembina Shareholders’ Meeting and otherwise satisfies the requirements of section 137(2) of the ABCA, in accordance with the ABCA and the by-laws of Pembina, such transferee shall be entitled to vote such Pembina Common Shares on the Pembina Common Share Issuance Resolution at the Pembina Shareholders’ Meeting.

If your Pembina Common Shares are not registered in your name, but are held in the name of a nominee (usually a broker, investment dealer, bank, trust company, custodian, or other financial institution), you should have received a Voting Instruction Form from your nominee. Please note that Pembina has limited access to the names of its non-registered shareholders. If you attend the Pembina Shareholders’ Meeting, Pembina may have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder. Therefore, if you wish to vote at the Pembina Shareholders’ Meeting, insert your own name in the space provided on the Voting Instruction Form and return the same by following the instructions provided therein. Do not otherwise complete the Voting Instruction Form as your vote will be taken at the Pembina Shareholders’ Meeting. If you do not intend to attend the Pembina Shareholders’ Meeting, follow the instructions on the Voting Instruction Form to vote by telephone or internet or complete, sign and mail the Voting Instruction Form in the prepaid postage envelope provided. Your completed Voting Instruction Form must be submitted on or before the deadline specified on the form.

xxxi

Any Pembina Shareholders that have any questions or need assistance in voting, please contact your financial, legal or other professional advisors or Kingsdale Advisors for assistance. You can reach Kingsdale Advisors at 1-877-657-5859 (416-867-2272 for collect calls outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

xxxii

NOTE: It is important for you to ensure that any other person you appoint will attend the Pembina Shareholders’ Meeting and is aware that his or her appointment has been made to vote your securities.

The following applies to Pembina Shareholders who wish to appoint as their proxyholders individuals other than those named in the proxy or Voting Instruction Form. This includes non-registered Pembina Shareholders who wish to appoint themselves as proxyholders to attend, participate in or vote at the Pembina Shareholders’ Meeting.

Pembina Shareholders who wish to appoint as their proxyholders individuals other than those named in the proxy or Voting Instruction Form to attend and participate in the Pembina Shareholders’ Meeting and vote their securities MUST submit their proxies or Voting Instruction Forms, as applicable, appointing such individuals as proxyholders AND register such proxyholders online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or Voting Instruction Form. Failure to register the proxyholder will result in the proxyholder not receiving a username that is required to vote at the Pembina Shareholders’ Meeting.

xxxiii

Step 1: Submit your proxy or Voting Instruction Form: To appoint someone other than the individuals named in the proxy or Voting Instruction Form as proxyholder, insert that person’s name in the blank space provided in the proxy or Voting Instruction Form (if permitted) and follow the instructions for submitting such proxy or Voting Instruction Form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your proxy or Voting Instruction Form.

If you are a non-registered Pembina Shareholder and wish to vote at the Pembina Shareholders’ Meeting, you must insert your own name in the space provided on the Voting Instruction Form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below in Step 2. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and other instructions provided by your intermediary. Please also see further instructions below under “How can a non-registered Pembina Shareholder vote during the Pembina Shareholders’ Meeting?”

If you are a non-registered Pembina Shareholder located in the United States and wish to vote at the Pembina Shareholders’ Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described below under “How can a non-registered Pembina Shareholder vote during the Pembina Shareholders’ Meeting?”, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form or contact your intermediary to request a legal proxy form if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare. Requests for registration from non-registered Pembina Shareholders located in the United States that wish to vote at the Pembina Shareholders’ Meeting or, if permitted, appoint third parties as their proxyholders must be sent by e-mail or by courier to: uslegalproxy@computershare.com (if by e-mail); or Computershare Trust Company of Canada, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, Canada (if by courier), and in both cases, must be labeled “Legal Proxy” and received no later than the Pembina Proxy Deadline.

Step 2: Register your proxyholder: To register a third-party proxyholder, you must visit https://www.computershare.com/pembina by the Pembina Proxy Deadline and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to vote at the Pembina Shareholders’ Meeting but will be able to participate as guests.

xxxiv

The Arrangement Agreement contains provisions which require Pembina to assume the risk of any regulatory delay or remedy under the Competition Act and close the Arrangement in a timely manner. These limit the ability of Pembina to delay closing of the Arrangement due to ongoing regulatory review. IPL and Pembina believe that meaningful challenges are unlikely due to the complementary nature of Inter Pipeline and Pembina’s operations, and are advised by their respective legal counsel that these provisions in the Arrangement Agreement reduce the risk to closing of the Arrangement.

See “Procedure for the Arrangement to Become Effective”.

See “Timing”.

See “Effect of the Arrangement – The Arrangement Agreement – Termination”.

xxxv

GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Joint Information Circular including the Summary and Appendices G, H and I. Terms and abbreviations used in the Appendices to this Joint Information Circular other than Appendices G, H and I are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated.

“ABCA” means the Business Corporations Act, R.S.A. 1985, c. B-9, as amended, including the regulations promulgated thereunder;

“Acquisition Proposal” means any inquiry or the making of any proposal, whether or not in writing, to Inter Pipeline, any of its Subsidiaries or the IPL Shareholders from any Person or group of Persons acting jointly or in concert (other than Pembina or its affiliates, but including, for clarity, Brookfield or any Person or group of Persons acting jointly or in concert with Brookfield), other than any transaction involving only Inter Pipeline and/or one or more of its Subsidiaries, which constitutes, or may reasonably be expected to lead to (in either case whether in one transaction or a series of transactions):

“acting jointly or in concert” has the meaning set forth in NI 62-104;

“adjusted EBITDA” means adjusted net income before total interest less capitalized interest, income taxes, depreciation and amortization;

“ADTV” means average daily trading volume;

“affiliate” has the meaning set forth in the Securities Act (Alberta);

“Alberta Carbon Grid” has the meaning ascribed thereto under the heading “Recent Developments – Alberta Carbon Grid” in Appendix I to this Joint Information Circular;

“allowable capital loss” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Losses”;

“Amalco” means the corporation resulting from the amalgamation of Pembina and IPL pursuant to the Plan of Arrangement;

- 1 -

“Amended Bid” has the meaning ascribed thereto in Section 7.1(c) of the Arrangement Agreement;

“ARC” has the meaning ascribed thereto under the heading “Procedure for the Arrangement to Become Effective – Regulatory Approvals – Competition Act Approval”;

“Arrangement” means the arrangement pursuant to Section 193 of the ABCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the provisions of the Plan of Arrangement or made at the direction of the Court;

“Arrangement Agreement” means the arrangement agreement between Inter Pipeline and Pembina dated May 31, 2021 (including the schedules thereto) as supplemented, modified or amended, and not to any particular article, section, schedule or other portion thereof;

“Arrangement Resolution” means a special resolution of the IPL Shareholders in respect of the Arrangement to be considered at the IPL Shareholders’ Meeting, the full text of which is set forth in Appendix A to this Joint Information Circular;

“Articles of Arrangement” means the articles of arrangement of Inter Pipeline in respect of the Arrangement required under subsection 193(10) of the ABCA to be sent to the Registrar for filing after the Final Order has been granted, giving effect to the Arrangement;

“associate” has the meaning set forth in the Securities Act (Alberta);

“Base Salary” has the meaning ascribed thereto in Appendix H under the heading “Director and Executive Compensation – Compensation Program Design and Key Elements – Executive Overall Compensation Structure”;

“BDP” means Burnet, Duckworth & Palmer LLP, legal counsel to IPL;

“Beneficial Holder” means a Shareholder who does not hold their Shares in their own name;

“BICELP” means Brookfield Infrastructure Corporation Exchange Limited Partnership;

“BIP” means Brookfield Infrastructure Partners L.P.;

“BIPC” means Brookfield Infrastructure Corporation;

“BIPC Shares” means the class A exchangeable subordinated voting share in the capital of BIPC;

“BIP Units” means non-voting limited partnership units of BIP;

“Blakes” means Blake, Cassels & Graydon LLP, legal counsel to Pembina;

“Broadridge” means Broadridge Financial Solutions, Inc.

“Brookfield” means Bison Acquisition Corp., an affiliate of Brookfield Infrastructure Partners L.P., and unless the context requires otherwise also includes Brookfield Asset Management Inc., Brookfield Infrastructure Partners L.P., Brookfield Infrastructure Corporation and any of their respective affiliates;

“business day” means a day other than a Saturday, a Sunday or a statutory holiday or other day when banks in the City of Calgary, Alberta are not open for business;

“Canadian Securities Administrators” means the securities commission or other securities regulatory authority of each province and territory of Canada;

“Canadian Securities Laws” means the securities legislation or ordinance and regulations thereunder of each province and territory of Canada and the rules, instruments, policies and orders of each Canadian Securities Administrator made thereunder;

“CCAA” has the meaning ascribed thereto under the heading “Matters to be Considered at the IPL Shareholders’ Meeting – Director Profiles”;

“Cedar LNG Project” means the proposed floating LNG export facility in Kitimat, British Columbia;

- 2 -

“Certificate” means the certificate or proof of filing to be issued by the Registrar pursuant to subsection 193(11) or 193(12) of the ABCA in respect of the Articles of Arrangement giving effect to the Arrangement;

“Change in Recommendation” has the meaning ascribed thereto in Section 8.1(c)(ii) of the Arrangement Agreement;

“CIAC” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Sustainability and ESG Initiatives”;

“CIBC” has the meaning ascribed thereto in Appendix H under the heading “Compensation Governance – Compensation Oversight”;

“Code” has the meaning ascribed thereto under the heading “Certain United States Federal Income Tax Considerations”;

“Commissioner” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act, or his designee;

“Competition Act” means the Competition Act, R.S.C. 1985, c. C-34, as amended;

“Competition Act Approval” means, in respect of the Arrangement, the occurrence of one of the following:

“Computershare” means Computershare Trust Company of Canada, the registrar and transfer agent for the IPL Common Shares and the Pembina Common Shares;

“Confidentiality Agreements” means (a) the confidentiality agreement dated May 19, 2021 between Pembina and Inter Pipeline under which Inter Pipeline has provided certain information to Pembina; and (b) the confidentiality agreement dated May 20, 2021 between Pembina and Inter Pipeline under which Pembina has provided certain information to Inter Pipeline;

“Control Shares” has the meaning ascribed thereto under the heading “Joint Information Circular – Information for United States Securityholders”;

“Convention” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations - Holders Not Resident in Canada – Dissenting Non-Resident Holders of IPL Common Shares”;

“Council” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Diversity – Promoting Diversity, Equality and Inclusion in the Workforce”;

“Court” means the Court of Queen’s Bench of Alberta;

“CRA” means the Canada Revenue Agency;

“CTA” means the Canada Transportation Act, R.S.C. 1996, C. 10, as amended;

“CTA Approval” means Inter Pipeline and Pembina shall have received a notice from the Minister of Transport pursuant to subsection 53.1(4) of the CTA or, if such notice has not been received, the completion of the Arrangement contemplated by the Arrangement Agreement shall not be prohibited under subsection 53.2(1) of the CTA;

“Current Brookfield Bid” means the Original Brookfield Bid as varied, changed and extended, as applicable, by the First Brookfield Notice of Variation and the Second Brookfield Notice of Variation;

“Depositary” means Computershare Investor Services Inc., or such other Person that may be appointed by the Parties in connection with the Arrangement for the purpose of receiving deposits of certificates or DRS Advices formerly representing IPL Common Shares;

“Dissenting IPL Shareholders” means the registered IPL Shareholders who validly exercise their Dissent Rights, which exercise of Dissent Rights has not been withdrawn, or is not deemed to have been withdrawn, before the Effective Time;

- 3 -

“Dissent Rights” means the rights of dissent provided for in Article 4 of the Plan of Arrangement;

“Dissenting Non-Resident Holder” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations - Holders Not Resident in Canada – Dissenting Non-Resident Holders of IPL Common Shares”;

“Dissenting Resident Holder” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders of IPL Common Shares”;

“DOJ” has the meaning ascribed thereto under the heading “Procedure for the Arrangement to Become Effective – Regulatory Approvals – HSR Approval”;

“DRS Advice” means a Direct Registration System (DRS) advice;

“EBITDA” means net income before total interest less capitalized interest, income taxes, depreciation and amortization;

“Effective Date” means the date the Arrangement is effective under the ABCA, being the date shown on the Certificate;

“Effective Time” means the time at which the Articles of Arrangement are filed on the Effective Date and the Arrangement becomes effective;

“EH&S” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – The Role of the IPL Board”;

“Encumbrance” includes any mortgage, pledge, collateral assignment, charge, lien, security interest, adverse interest in property, other third party interest or encumbrance of any kind whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Endurance” has the meaning ascribed thereto under the heading “Matters to be Considered at the IPL Shareholders’ Meeting – Director Profiles”;

“Environmental Laws” means, with respect to any Person or its business, activities, property, assets or undertakings, all Laws, including the common law, relating to environmental or health and safety matters in the jurisdictions applicable to such Person or its business, activities, property, assets or undertakings, including legislation governing the reduction of greenhouse gas emissions and the use, transportation, storage and release of Hazardous Substances;

“ESG” means environmental, social and governance;

“Exchange Ratio” or “Consideration” means 0.5 of a Pembina Common Share for each IPL Common Share;

“Exchangeable LP Units” means the units of BICELP;

“Exchanges” means the TSX and, with respect to Pembina, also includes the NYSE;

“EY” means Ernst & Young LLP, Chartered Professional Accountants

“Fengate” means Fengate Central Utilities Block LP, and any of its respective affiliates;

“FFO” has the meaning ascribed thereto in Appendix H under the heading “Director and Executive Compensation –Executive Summary – 2020 Corporate Performance Considerations”;

“Final Order” means the final order of the Court approving the Arrangement pursuant to subsection 193(9)(a) of the ABCA, as such order may be amended at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed;

“First Brookfield Notice of Variation” means the notice of variation, change and extension of Brookfield dated June 4, 2021, amending the terms of the Original Brookfield Bid;

“First Revised Brookfield Bid” means the Original Brookfield Bid as varied, changed and extended by the First Brookfield Notice of Variation;

“forward-looking statements” has the meanings ascribed thereto in Appendices H and I under the headings “Forward-Looking Statements and Information”;

- 4 -

“FTC” has the meaning ascribed thereto under the heading “Procedure for the Arrangement to Become Effective – Regulatory Approvals – HSR Approval”;

“GGA” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Inter Pipeline Board Committees – Human Resources and Governance Committee – Other Activities”;

“Governmental Entity” means any: (a) multinational, foreign, federal, provincial, territory, state, regional, municipal, local or other government or any governmental or public department, court, tribunal, arbitral body, commission, board, bureau or agency; (b) subdivision, agent, commission, board or authority of any of the foregoing; (c) quasi-governmental or private body (including any securities commission or similar regulatory authority) exercising any regulatory or expropriation authority under or for the account of any of the foregoing; or (d) the Exchanges;

“Hazardous Substances” means any waste or other substance that is prohibited, listed, defined, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws;

“Holder” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations”;

“HPC Project” means the project to develop, construct, complete, commission, operate, maintain and ultimately abandon the Heartland Petrochemical Complex, which is a petrochemical project consisting primarily of a propane dehydrogenation facility, a polypropylene production facility and a central utility block, and which is being developed by Inter Pipeline near Fort Saskatchewan, Alberta and which will be owned and operated by Inter Pipeline (other than the central utilities block which will be owned by Fengate but developed, constructed, completed, commissioned, operated, maintained and ultimately abandoned by Inter Pipeline);

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“HSR Approval” means all applicable waiting periods (and any extensions thereof) in respect of the Arrangement under the HSR Act shall have expired or been terminated;

“Initial Value” has the meaning ascribed thereto under the heading “The Arrangement – Reasons for and Benefits of the Arrangement – Additional Reasons and Benefits for IPL Shareholders”;

“IFRS” means International Financial Reporting Standards as incorporated in the Chartered Professional Accountants of Canada Handbook, at the relevant time applied on a consistent basis;

“NAIT” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Sustainability and ESG Initiatives”;

“Inter Pipeline” or “IPL” means Inter Pipeline Ltd.;

“Inter Terminals” means, collectively, Inter Terminals Sweden A.B., Inter Terminals Denmark Limited and Inter Terminals Denmark A/S, each being a Subsidiary of Inter Pipeline;

“Inter Terminals Demand Facility” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“Interim Order” means the interim order of the Court under subsection 193(4) of the ABCA, as the same may be amended, containing declarations and directions in respect of the notice to be given and the conduct of the IPL Shareholders’ Meeting with respect to the Arrangement, a copy of which is attached hereto as Appendix D to this Joint Information Circular;

“Investment Canada Act” means the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.), as amended;

“IPL 2017 Shareholder Rights Plan” means Inter Pipeline’s Amended and Restated Shareholder Protection Rights Plan Agreement dated May 8, 2017, as amended, amended and restated, replaced or further supplemented from time to time;

“IPL AIF” means the annual information form of Inter Pipeline for the year ended December 31, 2020 dated February 18, 2021;

“IPL Annual Financial Statements” means the audited consolidated financial statements of IPL as at and for the years ended December 31, 2020 and 2019 together with the notes thereto and the auditors’ report thereon;

“IPL Annual MD&A” means management’s discussion and analysis of the financial and operating results of Inter Pipeline for the year ended December 31, 2020;

- 5 -

“IPL Board” means the board of directors of Inter Pipeline;

“IPL Board Mandate” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – IPL Board Mandate”;

“IPL Common Shares” means the common shares in the capital of Inter Pipeline;

“IPL Corridor” means Inter Pipeline (Corridor) Inc., a corporation existing under the laws of the Province of Alberta;

“IPL Corridor Credit Facilities” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“IPL Corridor Demand Facility” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“IPL Corridor Revolving Credit Facility” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“IPL Credit Facilities” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“IPL Data Room” means the electronic data room, as existing as of the date of the Arrangement Agreement, and made available by Inter Pipeline to Pembina and its Representatives in connection with the Arrangement;

“IPL Demand Facility” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“IPL Disclosure Documents” has the meaning ascribed thereto in paragraph (z) of Schedule D of the Arrangement Agreement;

“IPL Disclosure Letter” means the disclosure letter delivered by Inter Pipeline to Pembina and dated May 31, 2021;

“IPL Employee Obligations” means any obligations or liabilities of Inter Pipeline to pay any amount to or on behalf of its directors, consultants or IPL Employees (other than for salary, vacation pay and directors’ fees in the ordinary course and in amounts consistent with historic practices and not including payments made in respect of IPL Incentive Awards, but including any retention or similar bonus payments) arising under any agreement or applicable Laws as a result of the completion of the Arrangement or the termination of such directors, consultants and IPL Employees, and without limiting the generality of the foregoing, IPL Employee Obligations shall include the obligations of Inter Pipeline for severance payments pursuant to the IPL Employment Agreements (assuming the employment of the IPL Employees party thereto is terminated on the Effective Date) and severance, termination and change of control payments payable to any other IPL Employees arising under any agreement or applicable Laws as a result of the completion of the Arrangement or the termination of such directors, consultants and IPL Employees;

“IPL Employees” means the officers and other employees of Inter Pipeline or of any of its Subsidiaries;

“IPL Employment Agreements” means the executive employment agreements between Inter Pipeline and the eleven officers of Inter Pipeline disclosed in the IPL Disclosure Letter and made available to Pembina prior to May 31, 2021;

“IPL Executive Officers” means Christian Bayle, Nipa Chakravarti, David Chappell, Anita Dusevic Oliva, Brent Heagy, Spil Kousinioris, Jim Madro, Jeff Marchant, Cory Neufeld, Bernard Perron and Jeremy Roberge;

“IPL Fairness Opinions” means, collectively, the TD Fairness Opinion and the J.P. Morgan Fairness Opinion;

“IPL Financial Advisors” means TD and J.P. Morgan, financial advisors to Inter Pipeline and the IPL Special Committee, respectively;

“IPL First Revolving Credit Facility” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“IPL Hybrid Note Amendments” means the proposed amendments to the IPL Hybrid Note Indenture and IPL Hybrid Notes to, among other things, provide the holders thereof the right, effective immediately prior to the Effective Time, to exchange their IPL Hybrid Notes for notes of Pembina issued pursuant to the Pembina Hybrid Note Indenture;

- 6 -

“IPL Hybrid Note Indenture” means the note indenture dated February 2, 2011 between Inter Pipeline Fund (the predecessor in interest to IPL), certain subsidiary guarantors thereunder and Computershare Trust Company of Canada, as supplemented from time to time up to and including the twelfth supplemental note indenture dated June 1, 2020 between IPL and Computershare Trust Company of Canada, as the same may be further amended or supplemented from time to time, providing for the issue of debt securities of IPL, including the Hybrid Notes;

“IPL Hybrid Notes” means, collectively: (a) the $750 million principal amount of Fixed-to-Floating Rate Subordinated Notes, Series 2019-A of IPL due March 26, 2079; and (b) the $700 million principal amount of Fixed-to-Floating Rate Subordinated Notes, Series 2019-B of IPL due November 19, 2079;

“IPL Non-IFRS Measures” has the meaning ascribed thereto under the heading “Supplemental Disclosure – Non-IFRS Measures”;

“IPL Incentive Award Plans” means, together, the IPL PSU Plans and the IPL RSU Plans, including any award agreements related to IPL Incentive Awards granted thereunder;

“IPL Incentive Awards” means, collectively, the IPL PSUs and IPL RSUs;

“IPL Interim Financial Statements” means the interim financial statements of IPL as at and for the three months ended March 31, 2021 and 2020;

“IPL Interim MD&A” means management’s discussion and analysis of the financial and operating results of Inter Pipeline for the three months ended March 31, 2021;

“IPL Proxy Deadline” means 10:00 a.m. (Calgary time) on July 27, 2021, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of any adjournment or postponement of the IPL Shareholders’ Meeting;

“IPL PSU Plans” means, collectively, Inter Pipeline’s Performance Share Unit Plan amended and restated February 20, 2020 and Inter Pipeline’s Performance Share Unit Plan dated January 1, 2015 and amended effective August 15, 2015;

“IPL PSUs” means performance share units granted pursuant to the IPL PSU Plans, including any related dividend equivalent units;

“IPL Record Date” means June 16, 2021;

“IPL RSU Plans” means, collectively, Inter Pipeline’s Restricted Share Unit Plan amended and restated February 20, 2020 and Inter Pipeline’s Restricted Share Unit Plan amended and restated May 7, 2018, including any amendments thereto;

“IPL RSUs” means restricted share units granted pursuant to the IPL RSU Plans, including any related dividend equivalent units;

“IPL Second Revolving Credit Facility” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“IPL Shareholder Rights Plans” means, collectively, the IPL 2017 Shareholder Rights Plan and the IPL Supplemental Rights Plan;

“IPL Shareholders” means the holders of IPL Common Shares;

“IPL Shareholders’ Meeting” means such meeting or meetings of the IPL Shareholders, including any adjournment thereof, that is or are to be convened as provided by the Interim Order to consider, and if deemed advisable approve, the Arrangement Resolution;

“IPL Special Committee” means the independent committee of the IPL Board comprised of independent directors (within the meaning of applicable Canadian Securities Laws) of Inter Pipeline;

“IPL Supplemental Rights Plan” means Inter Pipeline’s Shareholder Protection Rights Plan Agreement made as of March 31, 2021, as amended, amended and restated, replaced or further supplemented from time to time;

“IPL Support Agreements” means the support agreements between Pembina and each of the Supporting IPL Shareholders pursuant to which the Supporting IPL Shareholders agreed, among other things, to vote the IPL Common Shares held by them in favour of the Arrangement Resolution and to otherwise support the Arrangement;

“IPL Term Facility” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

- 7 -

“IPL Termination Fee” has the meaning ascribed thereto under the heading “Effect of the Arrangement – The Arrangement Agreement –Termination Fees”;

“IPL Termination Fee Event” has the meaning ascribed thereto under the heading “Effect of the Arrangement – The Arrangement Agreement – Termination Fees”;

“IPL VWAP” means the five day weighted average trading price of the IPL Common Shares ending on the second trading day prior to the Effective Date;

“IRS” has the meaning ascribed thereto under the heading “Certain United States Federal Income Tax Considerations”;

“Joint Information Circular” means the notice of the Pembina Shareholders’ Meeting and the notice of the IPL Shareholders’ Meeting to be sent to Pembina Shareholders and IPL Shareholders, respectively, and the management information circular to be prepared in connection with the Pembina Shareholders’ Meeting and the IPL Shareholders’ Meeting, together with any amendments thereto or supplements thereof, and any other registration statement, information circular or proxy statement which may be prepared in connection with the Pembina Shareholders’ Meeting and/or the IPL Shareholders’ Meeting;

“J.P. Morgan” means J.P. Morgan Securities Canada Inc., financial advisor to the IPL Special Committee;

“J.P. Morgan Fairness Opinion” means the written opinion of J.P. Morgan to the IPL Board dated May 31, 2021, a copy of which is attached as Appendix E to this Joint Information Circular;

“Key Regulatory Approvals” means the Competition Act Approval, the HSR Approval and the CTA Approval;

“KPIs” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Sustainability and ESG Initiatives”;

“Laws” means all laws, by-laws, statutes, rules, regulations, principles of law, decisions, orders, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity (including the Exchanges) or self-regulatory authority; and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are applicable to such Persons or its business, undertaking, property or securities and emanate from a Person having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities; and “Laws” includes Environmental Laws, Canadian Securities Laws and U.S. Securities Laws;

“Letter of Transmittal” means the letter of transmittal sent to registered IPL Shareholders pursuant to which registered IPL Shareholders are required to deliver certificates or DRS Advices representing the IPL Common Shares to the Depositary in order to receive the Pembina Common Shares on the Arrangement becoming effective;

“LTIP” has the meaning ascribed thereto in Appendix H under the heading “Director and Executive Compensation – Compensation Program Design and Key Elements – Executive Overall Compensation Structure”;

“majority withhold vote” has the meaning ascribed thereto under the heading “Matters to be Considered at the IPL Shareholders’ Meeting – Voting and Director Matters – Inter Pipeline’s Policy on Majority Voting”;

“Material Adverse Change” or “Material Adverse Effect” means, with respect to any Person and its Subsidiaries, taken as a whole, any fact or state of facts, circumstance, change, effect, occurrence or event which, either individually is or in the aggregate are, or individually or in the aggregate would reasonably be expected to be, material and adverse to the business, operations, results of operations, properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise) or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, except to the extent of any fact or state of facts, circumstance, change, effect, occurrence or event resulting from or arising in connection with:

- 8 -

provided, however, that (i) with respect to paragraphs (c), (d), (e), (f) and (g), such matter does not have a materially disproportionate effect on such Person and its Subsidiaries, taken as a whole, relative to comparable entities operating in the Relevant Business, in which case, for the relevant exclusion from this definition of “Material Adverse Change” or “Material Adverse Effect” referred to in paragraphs (c), (d), (e), (f) and (g), such matter shall be taken into account in determining whether a “Material Adverse Change” or “Material Adverse Effect” has occurred only to the extent such matter has a materially disproportionate effect on such Person and its Subsidiaries, taken as a whole, when compared to other participants in the Relevant Business, and (ii) references in certain sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a “Material Adverse Change” or a “Material Adverse Effect” has occurred;

“May 25 Brookfield Proposal” has the meaning ascribed thereto under the heading “The Arrangement – Background to the Arrangement – Inter Pipeline”;

“May 31 Brookfield Proposal” has the meaning ascribed thereto under the heading “The Arrangement – Background to the Arrangement – Inter Pipeline”;

“Meetings” means collectively, the IPL Shareholders’ Meeting and the Pembina Shareholders’ Meeting, and “Meeting” means either of them;

“Meeting Materials” means, collectively, this Joint Information Circular (including the Appendices hereto), the Notice of Annual and Special Meeting of IPL Shareholders, the Notice of Special Meeting of Pembina Shareholders, the Letter to IPL Shareholders, the Letter to Pembina Shareholders, the Notice of Application, the forms of proxy and the Letter of Transmittal;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“NACD” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Continuing Education – ICD Membership”;

“NAIT” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Sustainability and ESG Initiatives”;

“NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids;

“NIST” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Cyber Security”;

“No Action Letter” has the meaning ascribed thereto under the heading “Procedure for the Arrangement to Become Effective – Regulatory Approvals – Competition Act Approval”;

- 9 -

“Non-NEO IPL Officers” has the meaning ascribed thereto under the heading “Interests of Certain Persons or Companies in the Arrangement – Summary of Interests of Directors and Executive Officers of Inter Pipeline in the Arrangement”;

“Non-Resident Holder” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“NP 62-202” means National Policy 62-202 – Take-Over Bids – Defensive Tactics;

“NYSE” means the New York Stock Exchange;

“Original Brookfield Bid” means the unsolicited take-over bid for the outstanding IPL Common Shares made by Brookfield pursuant to Brookfield’s offer to purchase and take-over bid circular dated February 22, 2021 (as such bid may be extended, changed or varied, other than to change the amount or form of consideration offered pursuant thereto (and, for clarity, if such bid is changed or varied to change or vary the amount or form of consideration offered pursuant thereto, such bid shall not constitute the “Original Brookfield Bid”));

“Outside Date” means January 5, 2022, subject to the right of either Party to postpone the Outside Date for up to an additional 90 days (in 30-day increments) if a Regulatory Approval has not been obtained, by giving written notice to the other Party to such effect no later than 5:00 p.m. (Calgary time) on the date that is not less than five days prior to the original Outside Date (and any subsequent Outside Date), or such later date as may be agreed to in writing by the Parties, provided that, notwithstanding the foregoing, a Party shall not be permitted to postpone the Outside Date if the failure to obtain a Regulatory Approval is primarily the result of such Party’s failure to comply with its covenants with respect to obtaining such Regulatory Approval in the Arrangement Agreement;

“Parties” means Pembina and Inter Pipeline, and “Party” means either one of them;

“Pembina” means Pembina Pipeline Corporation;

“Pembina AGM Circular” means the management information circular of Pembina dated March 19, 2021 relating to the annual meeting of Pembina Shareholders held on May 7, 2021;

“Pembina AIF” means the annual information form of Pembina for the year ended December 31, 2020 dated February 25, 2021;

“Pembina Annual Financial Statements” means the audited consolidated financial statements of Pembina as at and for the years ended December 31, 2020 and 2019 together with the notes thereto and the auditors’ report thereon;

“Pembina Annual MD&A” means management’s discussion and analysis of the financial and operating result of Pembina for the year ended December 31, 2020;

“Pembina Board” means the board of directors of Pembina;

“Pembina Canadian Dollar Term Loan” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“Pembina Class A Preferred Shares” means the Class A Preferred Shares in the capital of Pembina;

“Pembina Class B Preferred Shares” means the Class B Preferred Shares in the capital of Pembina;

“Pembina Common Share Issuance Resolution” means the ordinary resolution of the Pembina Shareholders to authorize and approve the issuance by Pembina of the Pembina Common Shares to the IPL Shareholders pursuant to the Arrangement, the full text of which is set forth in Appendix B to this Joint Information Circular;

“Pembina Common Shares” means the Common Shares in the capital of Pembina;

“Pembina Credit Facilities” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“Pembina Data Room” means the electronic data room, as existing as of the date of the Arrangement Agreement, and made available by Pembina to Inter Pipeline and its Representatives in connection with the Arrangement;

“Pembina Disclosure Documents” has the meaning ascribed thereto in paragraph (n) of Schedule C of the Arrangement Agreement;

- 10 -

“Pembina Disclosure Letter” means the disclosure letter delivered by Pembina to Inter Pipeline and dated the date of the Arrangement Agreement;

“Pembina Fairness Opinion” means the written opinion of Scotia Capital to the Pembina Board dated May 31, 2021, a copy of which is attached as Appendix F to this Joint Information Circular;

“Pembina Hybrid Note Indenture” means the note indenture dated January 25, 2021 between Pembina and Computershare Trust Company of Canada, as the same may be amended or supplemented from time to time, providing for the issue of debt securities of Pembina, including the Pembina Hybrid Notes;

“Pembina Hybrid Notes” means the $600 million aggregate principal amount of 4.80% Fixed-to-Fixed Rate Subordinated Hybrid Notes, Series 1 of Pembina due January 25, 2081;

“Pembina Operating Credit Facility” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“Pembina Option Plan” means Pembina’s stock option plan dated May 26, 2011, as amended effective November 30, 2016 and as further amended effective February 26, 2020;

“Pembina Options” means options to purchase Pembina Common Shares granted pursuant to the Pembina Option Plan;

“Pembina Pro Forma Financial Statements” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Selected Unaudited Pro Forma Consolidated Financial Information”;

“Pembina Proxy Deadline” means 1:00 p.m. (Calgary time) on July 27, 2021, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of any adjournment or postponement of the Pembina Shareholders’ Meeting;

“Pembina Q1 2021 Interim Financial Statements” means the interim financial statements of Pembina as at and for the three months ended March 31, 2021 and 2020;

“Pembina Record Date” means June 28, 2021;

“Pembina Revolving Credit Facility” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“Pembina Series 1 Class A Preferred Shares” means the Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 1 of Pembina;

“Pembina Series 3 Class A Preferred Shares” means the Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 3 of Pembina;

“Pembina Series 5 Class A Preferred Shares” means the Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 5 of Pembina;

“Pembina Series 7 Class A Preferred Shares” means the Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 7 of Pembina;

“Pembina Series 9 Class A Preferred Shares” means the Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 9 of Pembina;

“Pembina Series 13 Class A Preferred Shares” means the Cumulative Redeemable Minimum Rate Reset Class A Preferred Shares, Series 13 of Pembina;

“Pembina Series 15 Class A Preferred Shares” means the Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 15 of Pembina;

“Pembina Series 17 Class A Preferred Shares” means the Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 17 of Pembina;

“Pembina Series 19 Class A Preferred Shares” means the Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 19 of Pembina;

“Pembina Series 21 Class A Preferred Shares” means the Cumulative Redeemable Minimum Rate Reset Class A Preferred Shares, Series 21 of Pembina;

- 11 -

“Pembina Series 23 Class A Preferred Shares” means the Cumulative Redeemable Minimum Rate Reset Class A Preferred Shares, Series 23 of Pembina;

“Pembina Series 25 Class A Preferred Shares” means the Cumulative Redeemable Minimum Rate Reset Class A Preferred Shares, Series 25 of Pembina;

“Pembina Series 2021-A Class A Preferred Shares” means the Cumulative Redeemable Fixed-To-Fixed Rate Class A Preferred Shares, Series 2021-A of Pembina;

“Pembina Shareholder Rights Plan” means Pembina’s shareholder rights plan dated effective as of May 12, 2016;

“Pembina Shareholders” means the holders of Pembina Common Shares;

“Pembina Shareholders’ Meeting” means such meeting or meetings of the Pembina Shareholders, including any adjournment thereof, that is to be convened to consider, and if deemed advisable, approve the Pembina Common Share Issuance Resolution;

“Pembina U.S. Dollar Term Loan” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“Person” includes an individual, firm, trust, partnership, association, corporation, joint venture, trustee, executor, administrator, legal representative or government (including any Governmental Entity);

“PFIC” has the meaning ascribed thereto under the heading “Certain United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations of the Arrangement”;

“Phase IX Expansion” has the meaning ascribed thereto under the heading “Recent Developments – Reactivation of Phase IX Peace Pipeline Expansion” in Appendix I to this Joint Information Circular;

“Plan of Arrangement” means the amended plan of arrangement substantially in the form set forth in Schedule A of the Arrangement Agreement and any amendments or variations thereto made in accordance with Section 9.1 of the Arrangement Agreement or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Pembina and Inter Pipeline, each acting reasonably;

“Pre-Arrangement Reorganization” has the meaning ascribed thereto in Section 5.5 of the Arrangement Agreement;

“prior PFIC years” has the meaning ascribed thereto under the heading “Certain United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations of the Arrangement”;

“Proposed Amendments” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations”;

“Questionnaire” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Assessing the IPL Board – Annual Directors’ Questionnaire”;

“Receiving Party” has the meaning ascribed thereto in Section 6.4 of the Arrangement Agreement;

“RDSPs” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

“Registered Plans” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

“Registrar” means the Registrar of Corporations duly appointed pursuant to Section 263 of the ABCA;

“Regulatory Action” has the meaning ascribed thereto under the heading “Procedure for the Arrangement to Become Effective – Regulatory Approvals – Covenants to Obtain Regulatory Approvals”;

“Regulatory Approvals” means the Key Regulatory Approvals and any other consent, waiver, permit, permission, exemption, review, order, decision or approval of, or any registration and filing with or withdrawal of any objection or successful conclusion of any litigation brought by, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity or pursuant to a written

- 12 -

agreement between the Parties and a Governmental Entity to refrain from consummating the Arrangement, in each case required under Laws or that the Parties agree to obtain in connection with the Arrangement;

“Relevant Business” has the meaning set forth in the definitions of “Material Adverse Change” and “Material Adverse Effect”;

“Representatives” means the officers, directors, employees, financial advisors, legal counsel, accountants and other agents and representatives of a Party;

“Resident Holder” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“RESPs” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

“Retirement Plan” has the meaning ascribed thereto in paragraph 1.1(v)(vii) of Schedule D of the Arrangement Agreement;

“Reverse Termination Fee” has the meaning ascribed thereto under the heading “Effect of the Arrangement – The Arrangement Agreement – Termination Fees”;

“Reverse Termination Fee Event” has the meaning ascribed thereto under the heading “Effect of the Arrangement – The Arrangement Agreement – Termination Fees”;

“Rights Agent” means Computershare Trust Company of Canada, rights agent under the IPL Supplemental Rights Plan;

“ROIC” has the meaning ascribed thereto in Appendix H under the heading “Director and Executive Compensation – Executive and Director Compensation Program Updates”;

“RRIFs” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

“RRSPs” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

“S&P” has the meaning ascribed thereto in Appendix H under the heading “Director and Executive Compensation – Executive Summary – 2020 Corporate Performance Considerations”;

“Scotia Capital” means Scotia Capital Inc., financial advisor to Pembina;

“SEC” means the United States Securities and Exchange Commission;

“Second Brookfield Notice of Variation” means the notice of variation and extension of Brookfield dated June 21, 2021, amending the terms of the Original Brookfield Bid, as amended by the First Brookfield Notice of Variation;

“Securities Regulators” means, collectively, the Canadian Securities Administrators and the SEC;

“SEDAR” means the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Administrators;

“Shareholders” means collectively, the IPL Shareholders and/or the Pembina Shareholders, as the context requires;

“Shares” means collectively, the IPL Common Shares and/or the Pembina Common Shares, at the context requires;

“STIP” as the meaning ascribed thereto in Appendix H under the heading “Director and Executive Compensation – Compensation Program Design and Key Elements – Executive Overall Compensation Structure”;

“Strategic Review” has the meaning ascribed thereto under the heading “Background to the Arrangement – Inter Pipeline”;

“Subsidiary” has the meaning set forth in the Securities Act (Alberta);

- 13 -

“Superior Proposal” means an unsolicited written bona fide Acquisition Proposal made after the date hereof by a Person (other than Pembina or its affiliates) to acquire not less than all of the outstanding IPL Common Shares or not less than all or substantially all of the consolidated assets of Inter Pipeline:

provided, however, that the Original Brookfield Bid shall be deemed not to be, and may not constitute, a Superior Proposal for any purpose of the Arrangement Agreement;

“Supplementary Information Request” has the meaning ascribed thereto under the heading “Procedure for the Arrangement to Become Effective – Regulatory Approvals – Competition Act Approval”;

“Supporting IPL Shareholders” means all of the directors and executive officers of Inter Pipeline;

“Tax” or “Taxes” means all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever, however denominated, together with any interest, penalties or other additions that may become payable in respect thereof, imposed by any Governmental Entity, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including federal, provincial and state income taxes), capital taxes, payroll and employee withholding taxes, gasoline and fuel taxes, employment insurance, social insurance taxes (including Canada Pension Plan payments), sales and use taxes (including goods and services, harmonized sales, provincial or territorial sales tax), ad valorem taxes, value-added taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, withholding, environmental taxes, carbon taxes, transfer taxes, workers’ compensation premiums or charges, pension assessment and other governmental charges, customs duties and import and export taxes, and other obligations of the same or of a similar nature to any of the foregoing, which one of the Parties or any of its Subsidiaries is required to pay, withhold or collect;

“Tax Act” means the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.), as amended, including the regulations promulgated thereunder, as amended from time to time;

“taxable capital gain” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Losses”;

“TD Fairness Opinion” means the written opinion of TD Securities to the IPL Board dated May 31, 2021, a copy of which is attached as Appendix E to this Joint Information Circular;

“TD Securities” means TD Securities Inc., financial advisor to IPL;

“TFSAs” has the meaning ascribed thereto under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

- 14 -

“Total Return Swap” has the meaning ascribed thereto under the heading “General Proxy Matters – Inter Pipeline – Voting Securities of Inter Pipeline and Principal Holders thereof”;

“TRC #92” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Diversity – Promoting Diversity, Equality and Inclusion in the Workforce”;

“Tribunal” has the meaning ascribed thereto under the heading “Procedure for the Arrangement to Become Effective – Regulatory Approvals –Competition Act Approval”;

“TRSR” has the meaning ascribed thereto in Appendix H under the heading “Director and Executive Compensation – Compensation Program Design and Key Elements – IPL PSUs – Total Relative Shareholder Return Metric”;

“TSX” means The Toronto Stock Exchange;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Holder” has the meaning ascribed thereto under the heading “Certain United States Federal Income Tax Considerations”;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Securities Laws” means federal and state securities legislation of the United States and all rules, regulations and orders promulgated thereunder;

“Veresen” has the meaning ascribed thereto under the heading “Pro Forma Information of Pembina After Giving Effect to the Arrangement – Pro Forma Consolidated Capitalization of Pembina”;

“WBF” has the meaning ascribed thereto in Appendix H under the heading “Corporate Governance – Diversity – Promoting Diversity, Equality and Inclusion in the Workforce”; and

“WCSB” means the Western Canadian sedimentary basin.

Words importing the singular include the plural and vice versa and words importing any gender include all genders.

- 15 -

CONVENTIONS

Certain terms used herein are defined in the “Glossary of Terms”. Unless otherwise indicated, references herein to “$” or “dollars” are to Canadian dollars and references herein to “US$” or “U.S. dollars” are to United States dollars. All financial information in Appendices G, H and I to this Joint Information Circular has been presented in Canadian dollars in accordance with IFRS.

ABBREVIATIONS

The following are abbreviations and definitions used in this Joint Information Circular (including Appendices G, H and I, respectively):

- 16 -

JOINT INFORMATION CIRCULAR

Introduction

This Joint Information Circular is furnished in connection with the solicitation of proxies by the management of Inter Pipeline and Pembina for use at the IPL Shareholders’ Meeting and the Pembina Shareholders’ Meeting, respectively, and at any adjournment(s) or postponement(s) thereof. No person has been authorized to give any information or make any representation in connection with the Arrangement and the issuance of Pembina Common Shares in connection with the Arrangement, or any other matters to be considered at the IPL Shareholders’ Meeting and Pembina Shareholders’ Meeting other than those contained in this Joint Information Circular, and if given or made, any such information or representation must not be relied upon as having been authorized.

The information concerning Inter Pipeline contained and incorporated by reference in this Joint Information Circular, including, but not limited to, the information in Appendix H to this Joint Information Circular, has been provided by Inter Pipeline. Although Pembina has no knowledge that would indicate that any of such information is untrue or incomplete, Pembina does not assume any responsibility for the accuracy or completeness of such information or the failure by Inter Pipeline to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to Pembina.

The information concerning Pembina contained and incorporated by reference in this Joint Information Circular, including, but not limited to, the information in Appendix I to this Joint Information Circular, has been provided by Pembina. Although Inter Pipeline has no knowledge that would indicate that any of such information is untrue or incomplete, Inter Pipeline does not assume any responsibility for the accuracy or completeness of such information or the failure by Pembina to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to Inter Pipeline.

This Joint Information Circular does not constitute an offer to sell or a solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or a proxy solicitation. Neither the delivery of this Joint Information Circular nor any distribution of the securities referred to in this Joint Information Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date as of which such information is given in this Joint Information Circular.

Information contained in or otherwise accessed through Inter Pipeline’s website or Pembina’s website, or any other website, other than those documents incorporated by reference herein and filed on SEDAR, does not constitute part of this Joint Information Circular.

All summaries of, and references to, the Arrangement Agreement, the Arrangement and the Plan of Arrangement in this Joint Information Circular are qualified in their entirety by reference to the complete text of the Arrangement Agreement and the Plan of Arrangement, copies of which are attached as Appendix C and Schedule A to Appendix C, respectively, to this Joint Information Circular. You are urged to carefully read the full text of the Arrangement Agreement and the Plan of Arrangement.

All capitalized terms used in this Joint Information Circular (including Appendices G, H and I hereto) but not otherwise defined herein have the meanings set forth herein under “Glossary of Terms”. The terms and abbreviations used in the Appendices to this Joint Information Circular, other than in Appendices G, H and I, are defined separately therein. Details of the Arrangement are set forth under the headings “The Arrangement” and “Effect of the Arrangement”. For details of the matters to be considered by the IPL Shareholders at the IPL Shareholders’ Meeting and the Pembina Shareholders at the Pembina Shareholders’ Meeting, see “Matters to be Considered at the IPL Shareholders’ Meeting” and “Matters to be Considered at the Pembina Shareholders’ Meeting”, respectively.

Notice of Potential Amendments, Revisions, Updates and Supplements to Meeting Materials

Information contained in this Joint Information Circular is given as of June 29, 2021, unless otherwise specifically stated. IPL Shareholders and Pembina Shareholders are advised that, pursuant to the Interim Order, IPL and Pembina may give notice of any amendments, revisions, updates or supplements to any of the information contained in the Meeting Materials by disseminating a press release in accordance with applicable Laws. Following the dissemination of any such press release, the Meeting Materials to which such press release relates shall be deemed to have been so amended, revised, updated or supplemented without any further act or formality. As such, IPL and Pembina may amend the Meeting Materials without delivering to IPL Shareholders or Pembina Shareholders, as applicable, an amendment to such Meeting Materials. IPL Shareholders and Pembina Shareholders are advised that any such amendment, revision, update or supplement may be material. Accordingly, IPL Shareholders and Pembina Shareholders are encouraged to regularly monitor IPL’s and Pembina’s respective websites and SEDAR profiles at www.sedar.com, where any such press release will be posted and filed, respectively.

- 17 -

Supplemental Disclosure – Non-IFRS Measures

Certain financial measures within this Joint Information Circular under the heading “The Arrangement – Reasons for and Benefits of the Arrangement – Additional Reasons and Benefits for IPL Shareholders” and in Appendix H – Information Concerning Inter Pipeline Ltd., including “EBITDA”, “adjusted EBITDA”, “funds from operations” or “FFO”, “funds from operations per share”, “adjusted funds from operations” or “AFFO”, “adjusted funds from operations per share” or “AFFOPS” and “enterprise value” (collectively, the “IPL Non-IFRS Measures”) are not measures recognized by IFRS. In addition, certain other financial measures within this Joint Information Circular under the headings “Summary – Reasons for and Benefits of the Arrangement – Pembina” and “The Arrangement – Reasons for and Benefits of the Arrangement – Additional Reasons and Benefits for Pembina Shareholders”, including “adjusted EBITDA”, “adjusted cash flow from operating activities after dividends” and “pro forma adjusted funds from operations-to-adjusted debt” are not measures recognized by IFRS.

These non-IFRS measures do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other entities. Readers are cautioned that these non-IFRS measures should not be construed as alternatives to other measures calculated in accordance with IFRS. These measures have been described and presented in order to provide Shareholders, potential investors and analysts with additional information for assessing the Arrangement, including the reasons for and benefits thereof. Inter Pipeline and Pembina consider these non-IFRS measures to be important indicators in evaluating the performance of Inter Pipeline, Pembina and their respective businesses, as applicable. As non-IFRS measures do not have a standardized meaning, applicable securities Laws require that non-IFRS measures be clearly defined, qualified and reconciled to their most directly comparable IFRS measure. See the “Non-GAAP Financial Measures” section in the IPL Annual MD&A for further information on the definition, calculation and reconciliation of the IPL Non-IFRS Measures and see the “Non-GAAP Measures” section in the Pembina Annual MD&A or further information on the definition, calculation and reconciliation of “adjusted EBITDA”. Adjusted cash flow from operating activities after dividends is a non-IFRS measure which is defined as cash flow from operating activities adjusting for the change in non-cash operating working capital, adjusting for current tax and share-based payment expenses, and deducting Pembina Common Share and Pembina Class A Preferred Share dividends paid. Adjusted funds from operations-to-adjusted debt is a non-IFRS measure which is defined and calculated in accordance with the S&P Global Ratings methodology. Under the S&P Global Ratings methodology, adjusted funds from operations is defined as EBITDA less cash interest paid and cash tax paid. Adjusted debt is based on the S&P Global Ratings methodology and excludes debt of equity accounted investees and includes 50% treatment of the Pembina Class A Preferred Shares and Pembina Hybrid Notes.

Information for United States Securityholders

The Pembina Common Shares issuable to IPL Shareholders in exchange for their IPL Common Shares pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state within the United States, and will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any security issued in exchange for one or more bona fide outstanding securities from the registration requirements of the U.S. Securities Act where the terms and conditions of such issuance and exchange have been approved by a court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued have the right to appear and receive timely notice thereof. In addition, the solicitation of proxies for the IPL Shareholders’ Meeting and the Pembina Shareholders’ Meeting by means of this Joint Information Circular is not subject to the requirements of section 14(a) of the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Joint Information Circular are being made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Joint Information Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Securityholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

The Pembina Common Shares issuable to IPL Shareholders pursuant to the Arrangement will be, following completion of the Arrangement, freely tradable under the U.S. Securities Act, except for: (a) any Pembina Common Shares received in the Arrangement by persons who will be “affiliates” (within the meaning of Rule 144 under the U.S. Securities Act) of Pembina on the date of sale or were affiliates of Pembina within 90 days before the date of sale; and (b) any Pembina Common Shares that after the date of sale are held by persons who are then (or were within the preceding 90 days) affiliates of Pembina (collectively, “Control Shares”). Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of Control Shares by such an affiliate (or former affiliate) will be subject to the registration requirements of the U.S. Securities Act, absent an exemption or exclusion therefrom. Subject to certain limitations, persons holding Control Shares may generally resell those shares outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. If available, such persons may also resell such shares pursuant to Rule 144 under the U.S. Securities Act or pursuant to another exemption or exclusion therefrom.

Information concerning the assets and operations of Inter Pipeline and Pembina contained or incorporated by reference herein has been prepared in accordance with Canadian standards and is not comparable in all respects to similar information for United States companies. In particular, data on oil and gas reserves included or incorporated by reference in this Joint Information Circular has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. The financial statements of Inter

- 18 -

Pipeline and Pembina incorporated by reference in this Joint Information Circular have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board, which differs from United States generally accepted accounting principles in certain material respects and thus are not directly comparable to financial statements of United States companies.

IPL Shareholders subject to United States federal income taxation should be aware that the description of tax consequences to them of the Arrangement under certain United States federal income tax laws provided in this Joint Information Circular is a summary only. They are advised to consult their tax advisors to determine the particular tax consequences to them of participating in the Arrangement and the ownership and disposition of Pembina Common Shares acquired pursuant to the Arrangement.

The enforcement by IPL Shareholders and Pembina Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that: (a) Inter Pipeline and Pembina are each organized under the laws of Alberta, Canada; (b) some or all of their officers and directors are residents of countries other than the United States; (c) some of the experts named in this Joint Information Circular are residents of countries other than the United States; and (d) a substantial portion of the assets of Pembina, Inter Pipeline and such persons are located outside the United States. As a result, it may be difficult or impossible for IPL Shareholders and Pembina Shareholders in the United States to effect service of process within the United States upon Pembina and Inter Pipeline, as applicable, and their respective directors or officers, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or the securities laws of any state within the United States. In addition, IPL Shareholders and Pembina Shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or the securities laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or the securities laws of any state within the United States.

No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Joint Information Circular and, if given or made, such information or representation must not be relied upon as having been authorized by Pembina or Inter Pipeline.

THE PEMBINA COMMON SHARES ISSUABLE TO IPL SHAREHOLDERS PURSUANT TO THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE WITHIN THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE WITHIN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS JOINT INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Exchange Rate Information

The following table sets forth: (a) the rates of exchange for Canadian dollars, expressed in United States dollars, in effect at the end of each of the periods indicated; and (b) the high, low and average exchange rates during each such period, based on the daily average exchange rate, published on the Bank of Canada’s website as being in effect on each trading day.

On June 29, 2021, the Bank of Canada average exchange rate for $1.00 United States dollar was $1.2384 Canadian dollars.

FORWARD-LOOKING STATEMENTS AND INFORMATION

Certain statements contained in this Joint Information Circular (including in Appendices G, H and I to this Joint Information Circular) and in the documents incorporated by reference herein constitute forward-looking statements and forward-looking information (collectively referred to as “forward-looking statements”) within the meaning of applicable Canadian Securities Laws and applicable U.S. Securities Laws, including the U.S. Private Securities Litigation Reform Act of 1995, that are based on Pembina’s and Inter Pipeline’s current expectations, estimates, projections and assumptions about the future in light of their experiences and perceptions of historical trends. Although Pembina and Inter Pipeline believe that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “would”, “believe” and similar expressions suggesting future events, performance or outcomes.

- 19 -

In particular, this Joint Information Circular (including Appendices G, H and I to this Joint Information Circular) contains forward-looking statements pertaining to, without limitation, the following:

- 20 -

The respective reports of KPMG LLP, Chartered Professional Accountants, Pembina’s auditors, and EY, Inter Pipeline’s auditors, incorporated by reference in this Joint Information Circular refer exclusively to the historical financial statements described therein and do not extend to the prospective financial information included in this Joint Information Circular and should not be read to do so.

Developing forward-looking statements involves reliance on a number of expectations and assumptions, as well as the consideration of certain risks and uncertainties, some of which are specific to each of Pembina (both before and after giving effect to the Arrangement) and Inter Pipeline, while others apply to the Relevant Business more generally. In particular, the forward-looking statements included in this Joint Information Circular (including Appendices G, H and I to this Joint Information Circular) are based on expectations and assumptions regarding, among other things:

- 21 -

In respect of the forward-looking statements concerning the potential increases in Pembina’s dividend following the completion of the Arrangement, Pembina has provided such statements in reliance on certain assumptions that it believes are reasonable at this time, including assumptions in respect of: prevailing commodity prices, margins and exchange rates; that Pembina’s results of operations following the completion of the Arrangement will be consistent with past performance and management expectations in relation thereto; the continued availability of capital at attractive prices to fund future capital requirements relating to existing assets and projects, including, but not limited to, future capital expenditures relating to expansions, upgrades and maintenance shutdowns; the success of growth projects; future operating costs; that counterparties to material agreements will continue to perform in a timely manner; that there are no unforeseen events preventing the performance of contracts; and that there are no unforeseen material construction or other costs related to current growth projects or current operations. Pembina will also be subject to corporate legal requirements in respect of declaring dividends at such time.

In addition, the forward-looking statements concerning the treatment of IPL Shareholders under tax Laws are based on, and subject to, the expectations, assumptions and qualifications discussed under the headings “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations”.

Although Pembina and Inter Pipeline believe that the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements, including, but not limited to:

- 22 -

- 23 -

With regard to the forward-looking statements in Inter Pipeline’s and Pembina’s documents incorporated by reference herein and unless otherwise stated therein, please refer to the forward-looking statements advisories in such documents in respect of the forward-looking statements contained therein, the assumptions upon which they are based and the risk factors in respect of such forward-looking statements.

Certain information in this Joint Information Circular, including the estimates of adjusted EBITDA, adjusted cash flow from operating activities after dividends and pro forma adjusted funds from operations to adjusted debt may be considered to be future oriented financial information or financial outlook for the purposes of applicable Canadian Securities Laws. Any future oriented financial information or financial outlook contained in this Joint Information Circular about prospective financial performance, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on the assessment by management of each of Pembina and Inter Pipeline of the relevant information currently available, and to become available in the future. These projections constitute forward-looking statements and are based on a number of material assumptions and factors set out above. Actual results may differ significantly from the projections presented herein. See above for a discussion of the risks that could cause actual results to vary. The future oriented financial information or financial outlook contained in this Joint Information Circular have been approved by management as of the date of this Joint Information Circular. Readers are cautioned that any such future oriented financial information or financial outlook contained herein should not be used for purposes other than those for which it is disclosed herein. Pembina, Inter Pipeline and their respective management groups believe that the prospective financial information has been prepared on a reasonable basis, reflecting management’s best estimates and judgments, and represents, to the best of management’s knowledge and opinion, Pembina’s expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results. Unless otherwise stated herein, all such information was made as of the date of this Joint Information Circular.

Readers are cautioned that the foregoing lists of factors should not be construed as exhaustive. Events or circumstances could cause actual results to differ materially from those estimated, predicted, forecasted or projected and expressed in, or implied by, such forward-looking statements. The forward-looking statements contained in this Joint Information Circular and in the documents incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this Joint Information Circular and in the documents incorporated by reference speak only as of the date of the document in which they are contained. Except as required by Law, neither Inter Pipeline nor Pembina undertakes any obligation to publicly update or revise any such forward-looking statements.

Readers should also carefully consider the matters discussed under the headings “Risk Factors”, “Certain Canadian Federal Income Tax Considerations”, “Certain United States Federal Income Tax Considerations” and other risks described elsewhere in this Joint Information Circular and in the documents incorporated by reference herein, as they may cause actual results to differ materially from those contemplated by such forward-looking statements. In particular, readers are encouraged to carefully review and consider the matters discussed in Appendices G, H and I, the IPL AIF, the Pembina AIF, the IPL Annual MD&A, the IPL Interim MD&A, the Pembina Annual MD&A and the Pembina Interim MD&A, each of which is incorporated by reference herein. Additional information on these and other factors that could affect the operations or financial results of Inter Pipeline or Pembina (both before and after giving effect to the Arrangement) are included in documents on file with applicable Canadian Securities Administrators and may be accessed on Inter Pipeline’s and Pembina’s respective issuer profiles through the SEDAR website (www.sedar.com). Such documents, unless expressly incorporated by reference herein, do not form part of this Joint Information Circular.

INFORMATION FOR BENEFICIAL HOLDERS

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of such Shareholders do not hold IPL Common Shares or Pembina Common Shares in their own name. Beneficial Holders should note that only proxies deposited by Shareholders whose names appear on the records of the registrar and transfer agent for Inter Pipeline or Pembina, as applicable, as the registered holders of Shares can be recognized and acted upon at the Meetings, as applicable. If Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Shares will not be registered in a holder’s name on the records of Inter Pipeline or Pembina. Such Shares will most likely be registered in the name of the holder’s broker or an agent of the broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS, which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their nominees can only be voted (for or against resolutions) upon instructions of the Beneficial Holder. Without specific instructions, brokers/nominees are prohibited from voting shares for their clients. Beneficial Holders should therefore ensure that instructions regarding the voting of their Shares are properly communicated to their intermediary or that the Shares are duly registered in their name well in advance of the applicable Meeting.

Applicable regulatory policies require intermediaries/brokers to seek voting instructions from Beneficial Holders in advance of shareholder meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions which should be carefully followed by Beneficial Holders in order to ensure that their Shares are voted at the applicable Meeting. Often, the form of proxy supplied to a Beneficial Holder by its broker is identical to that provided to a registered shareholder. However, its purpose is limited to instructing the registered shareholder on how to vote on behalf of the Beneficial Holder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable Voting Instruction Form in lieu of the applicable form of proxy. The Beneficial Holder is requested to complete and return the Voting Instruction Form by mail or facsimile. Alternatively, the Beneficial Holder can call a toll-free telephone number or access the internet to vote the shares held by the Beneficial Holder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the applicable Meeting. A Beneficial Holder receiving a form of proxy or Voting Instruction Form from its broker or other intermediary (or an agent or nominee of such broker or other

- 24 -

intermediary) cannot use that form to vote Shares directly at the applicable Meeting. Voting instructions must be communicated to the broker, intermediary, agent or nominee (in accordance with the instructions provided by it or on its behalf) well in advance of the applicable Meeting in order to have the Shares to which such instructions relate voted at the applicable Meeting.

If you are a Beneficial Holder and wish to vote at the applicable Meeting, you must insert your own name in the space provided on the Voting Instruction Form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary and register yourself as your proxyholder, as described below in Step 2. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions on accessing and voting at the applicable virtual Meetings under the headings “General Proxy Matters – Inter Pipeline – How to Participate at the IPL Shareholders’ Meeting” and “General Proxy Matters – Pembina – How to Participate at the Pembina Shareholders’ Meeting”.

Registering your proxyholder, or yourself as proxyholder, is an additional step to be completed after you have submitted the Voting Instruction Form. Failure to register the proxyholder, or yourself as proxyholder, will result in the proxyholder, or yourself, not receiving a username that is required to vote at the applicable Meeting.

Step 1: Submit the Voting Instruction Form: To appoint someone other than the individuals named in the Voting Instruction Form as proxyholder, insert that person’s name in the blank space provided in the Voting Instruction Form (if permitted) and follow the instructions for submitting such Voting Instruction Form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted the Voting Instruction Form.

If you are a Beneficial Holder located in the United States and wish to vote at the applicable Meeting or, if permitted, appoint a third party as your proxyholder, you must additionally obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form or contact your intermediary to request a legal proxy form if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare. Requests for registration from non-registered IPL Shareholders or non-registered Pembina Shareholders located in the United States that wish to vote at the applicable Meeting or, if permitted, appoint third parties as their proxyholders must be sent by e-mail or by courier to:

Step 2: Register your proxyholder: To register a third-party proxyholder, you must:

WITHOUT A USERNAME, PROXYHOLDERS WILL NOT BE ABLE TO VOTE AT THE APPLICABLE MEETING BUT WILL BE ABLE TO PARTICIPATE AS GUESTS.

IPL Shareholders whose IPL Common Shares are registered in the name of a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary must contact their intermediary to deposit their IPL Common Shares.

- 25 -

THE ARRANGEMENT

General

Pembina and Inter Pipeline entered into the Arrangement Agreement on May 31, 2021. On June 29, 2021, Pembina and Inter Pipeline entered into an amendment to the Arrangement Agreement to amend the Plan of Arrangement to provide for the exchange of the IPL Hybrid Notes for notes of Pembina issued pursuant to the Pembina Hybrid Note Indenture, provided that the IPL Hybrid Note Amendments have received the requisite approval of the holders of the IPL Hybrid Notes pursuant to the IPL Hybrid Note Indenture.

A copy of the Arrangement Agreement is attached as Appendix C to this Joint Information Circular. The Arrangement Agreement provides for the implementation of the Plan of Arrangement (a copy of which is attached as Schedule A to Appendix C to this Joint Information Circular) pursuant to which, among other things, all of the issued and outstanding IPL Common Shares will be exchanged for Pembina Common Shares on the basis of 0.5 of a Pembina Common Share for each IPL Common Share held.

Current IPL Shareholders are expected to own approximately 28% and current Pembina Shareholders are expected to own approximately 72% of Pembina immediately after completion of the Arrangement.

Background to the Arrangement

Inter Pipeline

The terms of the Arrangement are the result of arm’s length negotiations between representatives of IPL and Pembina and their respective financial and legal advisors. The following is a summary of the events leading up to the negotiation of the Arrangement Agreement and the key meetings, negotiations, discussions and actions by and between the Parties that preceded and then followed the execution and public announcement of the Arrangement Agreement.

Management of IPL and the IPL Board regularly evaluate IPL’s business plan and strategy and, in such context, review and discuss the strategic objectives, alternatives and opportunities available to IPL as part of their respective ongoing responsibility to enhance the value of IPL. In that regard, IPL has from time to time considered and assessed strategic transactions with various industry participants, including Pembina, and other opportunities to better realize the potential of IPL’s assets, support and grow IPL’s overall position in the industry and enhance shareholder value.

In early November 2020, Brookfield informed IPL for the first time that it was a significant investor in Inter Pipeline and that it desired to take IPL private. The IPL Board retained financial and legal advisors, including Dentons as independent legal advisor, and fully engaged with Brookfield over the next three months. Over the course of this engagement, the independent directors met in camera without management or management directors present at each meeting of the IPL Board. During this time, IPL received two unsolicited non-binding conditional proposals from Brookfield to acquire IPL, which were on more favourable terms than the Original Brookfield Bid. The second, revised proposal offered a purchase price of $18.25 per IPL Common Share, payable 80% in cash and 20% in BIPC Shares to be offered on a “rollover” or a tax-deferred basis. Each of Brookfield’s proposals required that IPL enter into an exclusivity agreement with Brookfield and was subject to, among other things, Brookfield being given access to non-public information, completing due diligence and entering into a definitive transaction agreement with standard break-fee and other customary deal protection provisions. After thoroughly reviewing each of the proposals, with the assistance of its financial and legal advisors, the IPL Board determined and communicated to Brookfield (a) that it believed that both proposals were inadequate and (b) the reasons why the IPL Board reached that conclusion in each case.

The IPL Board considered a number of factors in reaching its conclusions, including: (a) the fact that the IPL Common Shares were trading at historical lows due to the COVID-19 pandemic and the 2020 collapse in crude oil prices; (b) the prices at which the IPL Common Shares were trading less than a year prior; (c) that public markets were starting to reflect a gradual resolution of the COVID-19 pandemic, with energy and petrochemical prices improving, and energy equities up significantly from their 2020 lows; (d) that IPL was nearing completion of the HPC Project, which is expected to create a step change in cash flow generation and long-term value for all IPL Shareholders; and (e) its views of the intrinsic value of IPL’s business. The IPL Board also did not believe a “go-shop” mechanic as proposed by Brookfield under its exclusive negotiation proposals was an effective method of maximizing IPL Shareholder value.

Notwithstanding the foregoing, the Board remained open to engaging with Brookfield. In late January 2021, the IPL Board indicated to Brookfield in a letter a value at which it would be prepared to engage in pre-emptive and exclusive discussions, and welcomed such engagement with Brookfield in order for the parties to better understand where their views on value may differ, and how Brookfield may be able to arrive at a pre-emptive valuation. After informing Mr. Bayle that Brookfield would reassess its position and respond, there were no further communications between Inter Pipeline and Brookfield until February 10, 2021 when Brookfield advised Inter Pipeline that it would be publicly announcing its intention to make the Original Brookfield Bid. Later that evening Brookfield issued its news release announcing its intention, together with its institutional partners, to make the Original Brookfield Bid.

- 40 -

On February 10, 2021, following the announcement by Brookfield of its intention to make the Original Brookfield Bid, the IPL Board met with members of senior management of Inter Pipeline, together with Inter Pipeline’s legal counsel, BDP, the Board’s legal counsel, Dentons, and financial advisor, TD Securities, to discuss the potential Original Brookfield Bid and related matters. The IPL Board approved the issuance of a news release responding to Brookfield’s public announcement, which was issued on February 11, 2021. The IPL Board also determined to engage an additional financial advisor on behalf of the Board or a special committee should the Board establish one.

On February 12, 2021, the IPL Board formed the IPL Special Committee comprised of Margaret McKenzie (Chair) and all of the other independent directors. The mandate of the IPL Special Committee was, among other things, to: assess, consider and review the Original Brookfield Bid; evaluate a broad range of alternatives focused on maximizing value for IPL Shareholders including exploring a possible corporate transaction, while continuing to seek a partner for a material interest in the HPC Project, and including possible change of control transactions or asset sales with one or more third parties, partnerships with strategic or financial partners or remaining independent and pursuing Inter Pipeline’s existing strategy as a stand-alone entity; manage the process relating to the Original Brookfield Bid and seek alternate transactions (including the responsibility to supervise the negotiations of any agreements with counterparties) and make recommendations to the full IPL Board. The IPL Special Committee was also given the power to retain financial, legal and other advisors.

Over the next several days, an ad hoc committee of independent directors, with the assistance of Dentons, conducted a process to select a financial advisor. After receiving proposals and presentations from and interviewing four prospective financial advisory firms, the ad hoc committee recommended that J.P. Morgan be retained based on, among other considerations, its independence, global scope, industry expertise (particularly in North American energy infrastructure and petrochemicals) and relevant experience. J.P. Morgan was retained effective February 18, 2021 as financial advisor to the IPL Special Committee.

On February 18, 2021, the IPL Board met to discuss the proposed Original Brookfield Bid and received a presentation from management and advice from TD Securities, J.P. Morgan, BDP and Dentons.

Later on February 18, 2021, Inter Pipeline issued a press release announcing that the IPL Board had initiated a strategic review in order to evaluate a broad range of alternatives focused on maximizing value for IPL Shareholders (the “Strategic Review”) and that the IPL Board had established the IPL Special Committee to oversee the Strategic Review.

On February 22, 2021, Brookfield filed an offer to purchase and take-over bid circular and related documents, including a copy of the advertisement, on Inter Pipeline’s SEDAR profile, commencing the Original Brookfield Bid.

Throughout the period from February 18, 2021 to June 1, 2021, the IPL Special Committee and the IPL Financial Advisors solicited third parties to assess their interest in IPL and its assets. A number of these parties, including Pembina, expressed an interest and were provided with access, pursuant to non-disclosure and standstill agreements, to an electronic data room containing certain non-public financial and operating information of IPL, received management presentations from IPL and engaged in discussions with IPL and the IPL Financial Advisors with respect to a range of potential value-maximizing transactions.

Also during this period, the IPL Special Committee met regularly and at least weekly to be updated by management, the IPL Financial Advisors and legal counsel regarding, among other things, the status of discussions and negotiations with third parties and to review and consider potential alternative transactions. Additionally, over the course of this period the Chair of the IPL Special Committee attended numerous additional meetings with members of management, legal counsel, financial and strategic shareholder services and communications advisors present to consider and discuss various matters with respect to the Strategic Review.

On April 10, 2021, Mr. Bayle and Ms. McKenzie, the Chair of the IPL Special Committee, had a call with Messrs. Dilger and Findlay, the President & Chief Executive Officer and Chair of the Board of Directors of Pembina, respectively, during which Mr. Dilger conveyed an initial proposal regarding a possible transaction for certain assets of IPL, which did not involve an en bloc acquisition of IPL. The same proposal was subsequently delivered by email on April 15, 2021. After considering the proposal with its financial and legal advisors, the IPL Special Committee was of the view that the Pembina proposal was not in the best interests of IPL. On April 21, 2021, Mr. Bayle advised Mr. Dilger that IPL was not interested in pursuing its proposal.

On April 13, 2021, the IPL Special Committee received a letter from Brookfield stating that while the Original Brookfield Bid of $16.50 per IPL Common Share represented “full and fair value for [IPL]”, it was willing to attempt to increase the Original Brookfield Bid should it be provided the ability to perform customary due diligence.

The IPL Special Committee responded by letter to Brookfield on April 20, 2021, stating that it was open to Brookfield participating in the Strategic Review and submitting an improved proposal to the IPL Special Committee. In order to receive non-public information on IPL’s business, the response letter also stated that Brookfield would need to sign a non-disclosure agreement, including standstill protections, which was a requirement applicable to all other parties who received non-public information in the Strategic Review. The IPL Special Committee reaffirmed to Brookfield its strong view that Brookfield’s previous offers, including the proposals delivered prior to the commencement of the Original Brookfield Bid, did not represent fair value for IPL Shareholders and that IPL Shareholders expect significantly higher value given that the IPL Common Shares have consistently traded at prices well above the Original Brookfield Bid since it was announced.

- 41 -

On April 21, 2021, Brookfield’s financial advisors contacted TD Securities and J.P. Morgan to inquire about the terms on which Brookfield would be able to participate in the Strategic Review. In a subsequent conversation on April 26, 2021, TD Securities and J.P. Morgan communicated to Brookfield’s financial advisors the principal terms on which the IPL Special Committee would be prepared to grant Brookfield access to IPL’s non-public information. These included the execution of a non-disclosure and standstill agreement containing a number of exceptions to the standstill provisions for Brookfield’s benefit, including rights to: (a) continue the Original Brookfield Bid, (b) make non-public proposals to the IPL Board at any time, (c) amend the Original Brookfield Bid or make a new take-over bid if another transaction supported by the IPL Board was announced, and (d) increase the value of the Original Brookfield Bid or make any other amendments to the Brookfield Offer with IPL Board support. Brookfield’s financial advisors requested that TD Securities and J.P. Morgan not send the proposed non-disclosure and standstill agreement and, subsequently, on April 28, 2021, Brookfield issued a news release stating, among other things, that it had not yet been granted data room access.

On April 29, 2021, IPL issued a press release reiterating that the Strategic Review was focused on maximizing value for all IPL Shareholders and that the IPL Special Committee had attempted to engage with Brookfield in good faith to negotiate customary terms that would allow Brookfield access to IPL’s data room.

On May 3, 2021, the IPL Special Committee received a further letter from Brookfield seeking to perform due diligence and enclosing a draft form of a non-disclosure agreement.

On May 5, 2021, the IPL Special Committee responded to Brookfield, reaffirming its interest in Brookfield participating in the Strategic Review and submitting an improved proposal to the IPL Special Committee. The response letter also conveyed the IPL Special Committee’s willingness to negotiate the terms of the draft non-disclosure agreement provided by Brookfield to facilitate such participation. In order to ensure the confidentiality of those negotiations, the IPL Special Committee requested that the parties enter into a limited duration preliminary non-disclosure agreement, a draft copy of which was provided to Brookfield.

Over the period from May 5, 2021 to May 12, 2021, IPL and Brookfield negotiated and ultimately entered into, first, a preliminary non-disclosure agreement and, subsequently, a non-disclosure agreement providing Brookfield with access to IPL’s non-public information. Under the terms of the non-disclosure agreement, Brookfield agreed that, until the first anniversary of the agreement, it would not change the consideration offered per IPL Common Share under the Original Brookfield Bid except to increase the aggregate consideration to not less than C$17.95 per IPL Common Share. Brookfield was provided with access to IPL’s data room on May 14, 2021. The data room contained thousands of documents related to the business of IPL and included a process letter with a bid date of May 25, 2021, and form of arrangement agreement that was to be reviewed and any comments submitted on the bid date.

Among other things, as part of its due diligence access, Brookfield received a detailed management presentation from IPL, four additional sessions with management devoted to specific commercial and technical matters, access to a detailed financial model for IPL’s business and a site visit to the HPC Project. IPL and its advisors responded to hundreds of questions from Brookfield and its advisors with respect to IPL and its business and the information contained in the data room, which also involved providing additional documentation and information in response to supplemental information requests from Brookfield and its representatives over the course of approximately 12 days.

On May 18, 2021, Pembina communicated its interest in a potential acquisition of IPL by way of an all-share transaction and was provided with access to IPL’s data room on May 19, 2021 after entering into a Confidentiality Agreement with IPL, enabling Pembina to conduct due diligence on IPL and receive certain confidential, non-public information relating to IPL and its business. The data room included a process letter with a bid date of May 25, 2021, and form of arrangement agreement that was to be reviewed and submitted on the bid date. Pembina was also provided with thousands of documents pertaining to IPL’s business, a detailed management presentation from IPL, a number of additional sessions with management devoted to specific matters, and IPL and its advisors responded to hundreds of questions and information requests from Pembina over the course of approximately eight days.

At a meeting on May 19, 2021, Ms. McKenzie and Mr. Bayle were advised by Messrs. Dilger and Findlay that the Pembina Board had authorized Pembina to pursue an en bloc proposal for IPL. Among other things, Messrs. Dilger and Findlay outlined Pembina’s views of synergies available to a combined company, both in terms of operating efficiencies and opportunities to accelerate and de-risk growth projects. They indicated that the Pembina Board had considered an all-share exchange that valued the IPL Common Shares at $18.00 per IPL Common Share, and, on that basis, Pembina would be prepared to put full effort into confirmatory due diligence and would be in a position to make a firm proposal on IPL’s required timeline. They further indicated that Pembina saw the strategic value in the combination and believed that both Pembina and IPL Shareholders would benefit from the combination of the two companies.

On May 25, 2021, in response to the process letter, the IPL Special Committee received a non-binding proposal (the “May 25 Brookfield Proposal”) from Brookfield, indicated to be Brookfield’s “final proposal”, with respect to two potential alternative transactions. The first alternative proposed consideration per IPL Common Share of $18.00 (payable in cash and/or 0.214 BIPC Shares according to individual shareholder election, subject to proration with maximum cash consideration and maximum BIPC Shares issued of approximately $5.2 billion and 21.5 million, respectively). The second alternative proposed consideration of (a) $16.50 per IPL Common Share payable in cash and/or 0.196 BIPC Shares according to individual shareholder election, subject to proration with cash and issued BIPC shares of approximately $4.8 billion and 19 million, respectively), and a 25% participating equity interest (potentially up to 50%, subject to a commensurate reduction in the cash and BIPC Share portion of the aggregate consideration) in the HPC Project via a newly-established, publicly-traded entity. Brookfield did not submit a mark-up of

- 42 -

IPL’s draft form of arrangement agreement with the May 25 Brookfield Proposal as had been requested in the process letter. The May 25 Brookfield Proposal did not include a tax-deferred rollover option for IPL Shareholders receiving BIPC Shares.

In the May 25 Brookfield Proposal, Brookfield stated that its confirmatory due diligence procedures were largely complete, but outlined outstanding materials that it required to complete its evaluation together with a summary of certain information it had reviewed it stated differed adversely from its initial expectations.

On May 25, 2021, Pembina’s legal counsel, Blakes, provided draft forms of an arrangement agreement, voting and support agreement and related documents to IPL’s legal counsel, BDP. Negotiation of the terms of the Arrangement Agreement continued until the Arrangement Agreement was executed by IPL and Pembina (as described below).

On the morning of May 26, 2021, Pembina provided a management presentation on Pembina and its business to IPL and the IPL Financial Advisors, which was attended by both Ms. McKenzie, on behalf of the IPL Special Committee, and Mr. Findlay, on behalf of Pembina. Among other things, as part of its due diligence review of Pembina and its evaluation of a potential business combination with Pembina, IPL was also provided with a detailed financial model for Pembina’s business.

Later on May 26, 2021, the IPL Special Committee met to consider the May 25 Brookfield Proposal, the verbal expression of interest at a value of $18.00 per IPL Common Share that had been communicated by Pembina on May 19, 2021 and related matters and receive advice from its financial and legal advisors. The IPL Special Committee received advice from the IPL Financial Advisors concerning, among other things, the May 25 Brookfield Proposal, including the second alternative which proposed a “spin-out” of the HPC Project into a separate publicly-traded entity, and an updated value analysis of (a) IPL, and (b) a potential all-share business combination with Pembina. As part of the Strategic Review, the IPL Special Committee, with the advice of the IPL Financial Advisors, had previously considered the potential spin-out of the HPC Project and determined that it was not a credible value-maximizing alternative. After consideration, the IPL Special Committee was unanimously of the view that neither the May 25 Brookfield Proposal nor the May 19, 2021 verbal expression of interest from Pembina was in the best interests of IPL or the IPL Shareholders and authorized the Chair to communicate its response to Brookfield and Pembina, respectively.

The IPL Special Committee’s position was communicated to Pembina and its advisors later on the evening of May 26, 2021 and to Brookfield in a meeting held the morning of May 27, 2021. At that meeting, IPL also communicated its preference for an all-cash offer from Brookfield to eliminate the IPL Special Committee’s concerns about the BIPC Shares, including the sustainability of their trading premium relative to the BIP Units, which concerns had initially been raised in the IPL’s directors’ circular dated March 8, 2021. The IPL Special Committee’s concerns were heightened by the fact that Brookfield was not offering a tax-deferred rollover to IPL Shareholders electing to receive BIPC Shares. IPL also communicated that the IPL Special Committee did not view the potential HPC Project “spin-out” alternative favourably, citing, among other reasons, its complexity and conditionality, in addition to its view that the May 25 Brookfield Proposal was insufficient in value.

Later on May 27, 2021, representatives of J.P. Morgan and TD Securities spoke with a representative of Brookfield, during which conversation Brookfield indicated that equity consideration was fundamental to its proposal and that it was willing to engage in further diligence on the HPC Project and the BIPC Shares. Also on May 27, 2021, Ms. McKenzie and Mr. Bayle met with Mr. Baker to discuss the outstanding diligence items that Brookfield had identified in the May 25 Brookfield Proposal, during which meeting they also conveyed the IPL Special Committee’s willingness to explore the BIPC Share consideration further.

Subsequently, due diligence sessions were held on May 28, 2021 between representatives of Brookfield and IPL to address certain outstanding questions related to the HPC Project. On May 28, 2021 and May 29, 2021, additional sessions were also held with respect to IPL’s concerns regarding the structure and trading performance of the BIPC Shares, during which Brookfield indicated it believed it could structure a transaction on a tax-deferred basis with respect to the BIPC Shares, and with respect to the proposed HPC Project “spin-out” alternative, respectively.

Also on May 28, 2021 IPL conducted a reverse due diligence session with respect to Pembina’s business and financial outlook, which included Messrs. Christian Bayle, Brent Heagy, Chief Financial Officer of IPL, and Spil Kousinouris, Vice President, Corporate Development of IPL, Ms. Margaret McKenzie and representatives from J.P. Morgan, TD Securities and certain members of the executive of Pembina.

On May 29, 2021, the IPL Special Committee received a presentation from Mr. Dilger and Mr. Scott Burrows, Pembina’s Senior Vice President & Chief Financial Officer, accompanied by Mr. Findlay, with respect to a potential acquisition of IPL by Pembina in an all-share transaction. At the conclusion of the presentation, Pembina presented its proposal to acquire IPL pursuant to a plan of arrangement on the basis of 0.4815 of a Pembina Common Share for each Common Share, reflecting a value of approximately $18.80 per IPL Common Share based on the closing price of the Pembina Common Shares on May 28, 2021.

On May 30, 2021, the IPL Special Committee met to consider the proposal received from Pembina and related matters and receive advice from its financial and legal advisors. The IPL Special Committee received advice from the IPL Financial Advisors concerning, among other things, the value of the proposal received from Pembina on May 29, 2021, including in comparison to the May 25 Brookfield Proposal. The IPL Special Committee was unanimously of the view that the Pembina proposal was insufficient and authorized the Chair to communicate its response to Pembina. The Chair was also authorized to communicate to Brookfield that the IPL Special Committee had received a competing en bloc proposal and to communicate to each of Pembina and Brookfield that it should submit its “best and final” offer to acquire IPL by the evening of May 30,

- 43 -

2021, which the Chair did following the meeting. The Chair also advised that Pembina should consider revising the exchange ratio to 0.505 of a Pembina Common Share for each IPL Common Share and should consider submitting a revised offer to acquire IPL by the evening of May 30, 2021.

Subsequently, on May 30, 2021, both Pembina and Brookfield submitted revised proposals to the IPL Special Committee.

Pembina revised its proposal to increase the share exchange ratio from 0.4815 to 0.49325 of a Pembina Common Share for each IPL Common Share, reflecting a value of approximately $19.26 per IPL Common Share based on the closing trading price of the Pembina Common Shares on May 28, 2021. As part of its revised proposal, Pembina also confirmed its intention to increase the monthly dividend on the Pembina Common Shares to $0.22 per Pembina Common Share upon the closing of the transaction, with an additional monthly dividend increase of $0.01 to $0.23 per Pembina Common Share following the successful commissioning and in-service date of the HPC Project.

Brookfield submitted a non-binding proposal to the IPL Special Committee, stated to be its “best and final offer”, proposing consideration per IPL Common Share of $19.00 payable in cash and/or 0.219 BIPC Shares (based on the BIPC Share closing price of $86.63 on May 28, 2021) according to individual shareholder election, subject to proration with maximum cash consideration and maximum BIPC Shares issued of approximately $5.4 billion (representing 73% of the total consideration) and 23.0 million aggregate BIPC Shares (representing 27% of the total consideration), respectively. The proposal included provision for a tax-deferred rollover option for certain IPL Shareholders on the portion that such IPL Shareholders may elect to receive in the form of BIPC Shares. The proposal was subject to the following “key conditions”: customary Brookfield Infrastructure deal protections; all reasonable steps to be taken to schedule the shareholder meeting to approve the plan of arrangement at the soonest permissible date; and IPL’s June dividend declaration (i.e., for the July dividend payment) to be the last declaration permitted. The proposal was accompanied by a proposed form of exclusivity agreement and Brookfield indicated it would share a redline to IPL’s draft plan of arrangement within 24 hours of exclusivity.

The IPL Special Committee met in the evening of May 30, 2021 to consider the proposals received from Pembina and Brookfield earlier in the day and related matters and receive advice from its financial and legal advisors. The IPL Special Committee received advice from the IPL Financial Advisors concerning, among other things, the value of the respective proposals. After review and consideration, the IPL Special Committee was of the view that the Pembina proposal was superior to the Brookfield proposal and authorized the Chair to continue discussions with Pembina in an effort to obtain an improved proposal. The Chair communicated the IPL Special Committee’s response to Pembina later that evening and informed Pembina that the IPL Special Committee wanted to consider the proposal overnight and would respond to Pembina the morning of May 31, 2021.

The IPL Special Committee met again on the morning of May 31, 2021. During the course of this meeting, the Chair received a revised proposal from Pembina offering to increase its previous proposal by including an incremental contingent value right with a potential value of $0.25 per IPL Common Share contingent on the construction costs of the HPC Project remaining on budget. Pembina also requested exclusive negotiations with IPL and sent a draft exclusivity agreement to IPL for consideration. The IPL Special Committee received further advice from the IPL Financial Advisors and legal counsel concerning the enhanced Pembina proposal, including the proposed contingent value right. After review and consideration, the IPL Special Committee was of the view that the enhanced Pembina proposal continued to be superior to the Brookfield proposal and authorized the Chair to continue discussions with Pembina with respect to the proposed contingent value right and in an effort to further improve the Pembina proposal.

Later on the morning May 31, 2021 and following the IPL Special Committee meeting, the Chair of the IPL Special Committee, along with representatives of TD Securities and J.P. Morgan, informed Brookfield that the IPL Board was prepared to accept a competing en bloc proposal, which would include standard deal protection provisions.

Shortly after that communication, on May 31, 2021, Brookfield communicated that it would be delivering another proposal, and subsequently submitted a revised proposal to the IPL Special Committee, stated again to be its “best and final offer” (the “May 31 Brookfield Proposal”), proposing consideration per IPL Common Share of $19.50 payable in cash and/or 0.225 BIPC Shares (based on the BIPC Share closing price of $86.63 on May 28, 2021) according to individual shareholder election, subject to proration with maximum cash consideration and maximum BIPC Shares issued of approximately $5.6 billion (representing 74% of the total consideration) and 23.0 million aggregate BIPC Shares (representing 26% of the total consideration), respectively. The proposal included provision for a tax-deferred rollover option for certain IPL Shareholders on the portion that such IPL Shareholders may elect to receive in the form of BIPC Shares. The proposal was subject to the following “key conditions”: customary Brookfield Infrastructure deal protections; all reasonable steps to be taken to schedule the shareholder meeting to approve the plan of arrangement at the soonest permissible date; and IPL’s June dividend declaration (i.e., for the July dividend payment) will be the last dividend declaration permitted. The May 31 Brookfield Proposal equated to a value of $19.42 per IPL Common Share assuming an IPL Shareholder received the maximum cash consideration based on the pro-rationing between cash and share consideration under the proposal and based on the closing price of the BIPC Shares on May 31, 2021.

Subsequently on May 31, 2021, following further negotiations between Pembina and its advisors and the IPL Special Committee and its advisors, Pembina revised its proposal to remove the proposed contingent value right and to increase the share exchange ratio from 0.49325 to 0.50 of a Pembina Common Share for each IPL Common Share, reflecting a value of approximately $19.45 per Common Share based on the closing trading price of the Pembina Common Shares on May 31, 2021. Pembina’s revised proposal included its intention to increase the monthly

- 44 -

dividends on the Pembina Common Shares to $0.22 per Pembina Common Share upon the closing of the transaction, with an additional monthly dividend increase of $0.01 per Pembina Common Share following the successful commissioning and in-service date of the HPC Project. As consideration for the increased offer, Pembina requested an increase in the reciprocal break fee from $300 million to $350 million. Pembina also requested that IPL enter into an exclusivity agreement with Pembina.

The IPL Special Committee met later in the afternoon of May 31, 2021, to consider the proposals received from Pembina and Brookfield and related matters and receive advice from its financial and legal advisors. The IPL Special Committee received advice from the IPL Financial Advisors concerning, among other things, the value of the respective proposals received from Pembina and Brookfield. It was noted that, based on the respective closing prices of the Pembina Common Shares and the BIPC Shares on May 31, 2021, the ‘headline’ values (before considering the other advantages of the Arrangement) of the Pembina and Brookfield proposals were $19.45 and $19.42, respectively. Each of the IPL Financial Advisors confirmed that it would be able to deliver a favourable opinion to the IPL Board as to the fairness, from a financial point of view, of the consideration to be received by the IPL Shareholders pursuant to the Arrangement or the exchange ratio in the Arrangement. The IPL Special Committee discussed, among other things, the alternative courses of action that had been considered including the final proposals received from each of Pembina and Brookfield and the impact of the Arrangement or the May 31 Brookfield Proposal on the various stakeholders of IPL. Based on the advice it received and its deliberations, the IPL Special Committee was unanimously of the view that the proposed Arrangement was superior to the May 31 Brookfield Proposal. In reaching its conclusion, the IPL Special Committee considered numerous factors in addition to the ‘headline’ values of the respective proposals, including the matters enumerated under “The Arrangement – Reasons for and Benefits of the Arrangement”, “The Arrangement – Additional Reasons and Benefits for IPL Shareholders” and “The Arrangement – Recommendation of the IPL Board”.

Later on May 31, 2021, the IPL Financial Advisors informed Brookfield that the IPL Special Committee had considered the May 31 Brookfield Proposal and determined to enter into exclusive negotiations with another party.

Over the period from May 26, 2021 through May 31, 2021, the IPL Special Committee met formally on eight occasions to, among other things, consider and evaluate the various proposals received from Brookfield and Pembina and to provide guidance to the Chair of the IPL Special Committee in conducting discussions and negotiations with the each of Brookfield and Pembina relative to their respective proposals. In addition, the IPL Special Committee received verbal and written reports on due diligence completed by IPL and its advisors on Pembina, which consisted of a review of virtual data room materials, a management presentation provided by senior representatives of Pembina to IPL’s management team and the Chair of the IPL Special Committee, and various other diligence materials. At each of the IPL Special Committee meetings, TD Securities, J.P. Morgan, BDP and Dentons attended and provided advice, including financial advice with respect to the various proposals received and legal advice with respect to the IPL Board’s duties and responsibilities in the context of Strategic Review and the consideration of such proposals, as well as legal considerations relevant to such proposals. Each meeting of the IPL Special Committee included an in camera session with J.P. Morgan and Dentons. Additionally, over the course of this period, the Chair of the IPL Special Committee attended numerous meetings with members of management, legal counsel and the IPL Financial Advisors to consider and discuss various matters with respect to the Strategic Review as well as attending a number of meetings with Brookfield and Pembina and their representatives.

The IPL Special Committee met late in the evening of May 31, 2021, to review and consider the specific transaction terms that had been negotiated with Pembina, the anticipated benefits to IPL and the IPL Shareholders of pursuing the Arrangement and the proposed Arrangement Agreement that resulted from the negotiations with Pembina. BDP and Dentons reviewed the material terms of the proposed Arrangement Agreement with the IPL Special Committee. Also at this meeting, each of TD Securities and J.P. Morgan reviewed its financial analysis of the exchange ratio with the IPL Special Committee and rendered an oral opinion to the IPL Special Committee to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, that, in the case of TD Securities, the Consideration to be received by the IPL Shareholders pursuant to the Arrangement, and, in the case of J.P. Morgan, the Exchange Ratio in the proposed Arrangement is fair, from a financial point of view, to the holders of IPL Common Shares. The IPL Special Committee discussed, among other things, the proposed final terms of the Arrangement Agreement, the alternative courses of action that had been considered including the final proposal received from Brookfield and the impact of the Arrangement on the various stakeholders of IPL. After discussion, the IPL Special Committee unanimously determined that the Arrangement and entry into the Arrangement Agreement was in the best interests of IPL, the Arrangement was fair to the IPL Shareholders and that it would recommend that the IPL Board approve the Arrangement and the entering into of the Arrangement Agreement.

Shortly following the meeting of the IPL Special Committee, the IPL Board held a meeting at which the IPL Special Committee recommended that the IPL Board approve the Arrangement and the entering into of the Arrangement Agreement. The IPL Board then determined that the Arrangement is fair to the holders of IPL Common Shares and that the Arrangement and entry into the Arrangement Agreement by IPL are in the best interests of IPL and unanimously recommended that the holders of IPL Common Shares vote in favour of the Arrangement.

The final terms of the Arrangement Agreement were negotiated throughout the evening of May 31, 2021 and the Arrangement Agreement was executed and delivered by IPL and Pembina early in the morning of June 1, 2021. Concurrently with the execution of the Arrangement Agreement, the IPL Supporting Shareholders and Pembina executed and delivered the IPL Support Agreements. Shortly thereafter, a joint news release of Pembina and IPL announcing the proposed Arrangement was disseminated prior to the opening of markets on June 1, 2021.

- 45 -

On June 2, 2021, Brookfield issued a news release announcing its intention to make the First Revised Brookfield Bid, which, as described in such news release, would offer substantially the same consideration to IPL Shareholders as the May 31 Brookfield Proposal.

On June 3, 2021, IPL announced that it acknowledged Brookfield’s intention to make the First Revised Brookfield Bid and continued to recommend the Arrangement.

On June 4, 2021, Brookfield formally made the First Revised Brookfield Bid, which offers substantially the same consideration to IPL Shareholders as the May 31 Brookfield Proposal.

On June 18, 2021, Brookfield issued a news release announcing its intention to make the Second Revised Brookfield Bid, which as described in such news release would offer substantially the same consideration to IPL Shareholders as the May 31 Brookfield Proposal but providing IPL Shareholders the ability to elect to receive all-cash consideration for their IPL Common Shares.

On June 21, 2021, IPL announced that it acknowledged Brookfield’s intention to make the Second Revised Brookfield Bid and continued to recommend the Arrangement.

On June 22, 2021, Brookfield formally made the Second Revised Brookfield Bid, which offers substantially the same consideration to IPL Shareholders as the May 31 Brookfield Proposal, but provides IPL Shareholders the ability to elect to receive all-cash consideration for their IPL Common Shares.

On June 29, 2021, the Court granted the Interim Order a copy of which is attached as Appendix D to this Information Circular.

On June 29, 2021, the IPL Board approved the contents and mailing of this Information Circular to the IPL Shareholders.

Pembina

The Pembina Board and senior management of Pembina regularly review and consider opportunities to better realize the potential of Pembina’s asset portfolio and energy infrastructure expertise, as well as Pembina’s overall position in the industry, in each case with a view to enhancing value for Pembina Shareholders. In that regard, Pembina regularly evaluates and considers the possibility of participating in strategic transactions with various industry participants. In particular, over the course of the last 12 years, Pembina has considered and assessed IPL’s assets and business and contemplated various asset purchases or joint ventures and/or en bloc acquisitions of IPL.

Upon the announcement of the Original Brookfield Bid on February 10, 2021, management of Pembina considered a number of acquisition opportunities in connection with IPL’s assets. Discussions at the executive level occurred, including some updated valuation analysis. In addition, Pembina received inbound presentations from Scotia Capital updating its views on Original Brookfield Bid.

On February 18, 2021, IPL announced it was pursuing the Strategic Review in order to evaluate a broad range of alternatives focused on maximizing value for IPL Shareholders. The IPL Special Committee and the IPL Financial Advisors solicited third parties, including Pembina, to assess their interest in IPL and its assets.

At a February 25, 2021 meeting, the Pembina Board discussed potential acquisition opportunities, which included IPL’s Strategic Review and, in particular, the potential acquisition of certain assets of IPL.

Following the meeting, management of Pembina continued to refine its views on value as it related to the IPL opportunity, including with a focus on specifics assets versus an en bloc acquisition.

In March 2021, Pembina engaged Blakes to act as legal counsel to Pembina in connection with a potential transaction involving IPL and Pembina. Pembina also entered into negotiations with IPL regarding a confidentiality agreement to participate in IPL’s Strategic Review and access the IPL electronic data room. The confidentiality agreement was not executed at this time as Pembina continued to consider potential alternative transaction options and structures.

At the April 8, 2021 Pembina Board strategy meeting, Pembina discussed several potential opportunities and projects, including the acquisition of certain assets of IPL.

On April 10, 2021, Messrs. Randall Findlay, Chair of the Pembina Board, and Mick Dilger, President & Chief Executive Officer of Pembina, had a call with Ms. Margaret McKenzie, Chair of the IPL Special Committee, and Mr. Christian Bayle, President & Chief Executive Officer of IPL, during which Mr. Dilger conveyed an initial proposal regarding a possible transaction between Pembina and IPL for certain assets of IPL, which did not involve an en bloc acquisition of IPL. The same proposal was subsequently delivered by email on April 15, 2021. On April 21, 2021, Mr. Bayle advised Mr. Dilger that IPL was not interested in pursuing Pembina’s proposal.

- 46 -

On May 6, 2021, Pembina held its regularly scheduled quarterly Pembina Board meeting in which management updated the Pembina Board on the status of the discussions with IPL. The Pembina Board encouraged management to continue to pursue the opportunity to acquire select assets, but, should that fail, management was also encouraged to enter the electronic data room and evaluate an en bloc transaction.

Effective May 18, 2021, Pembina entered into an engagement agreement with Scotia Capital, pursuant to which Scotia Capital was retained to act as financial advisor to Pembina in connection with a potential transaction involving IPL, including, if requested, to provide an opinion as to the fairness of any such transaction to Pembina.

On May 18, 2021, Pembina communicated its interest in a potential en bloc acquisition of IPL by way of an all-share transaction and was provided with access to IPL’s electronic data room on May 19, 2021 after entering into a Confidentiality Agreement with IPL, enabling Pembina to conduct due diligence on IPL and receive certain confidential, non-public information relating to IPL and its business.

The electronic data room included a process letter with a bid date of May 25, 2021, and a form of arrangement agreement that was to be reviewed and submitted on the bid date. Upon receiving access to IPL’s electronic data room, Pembina was provided access to extensive information and documents pertaining to IPL’s business, and Pembina and its financial and legal advisors commenced a thorough due diligence review on IPL, including with respect to potential synergies, capital structure, operations, environmental, financial, accounting, tax, human resources, legal and corporate matters. Pembina was also provided with a detailed management presentation from IPL, a number of additional sessions with IPL management devoted to specific matters, and IPL and its advisors responded to numerous follow-up questions and information requests from Pembina and its advisors over the course of approximately eight days.

At a meeting on May 19, 2021, Messrs. Dilger and Findlay advised Ms. McKenzie and Mr. Bayle that the Pembina Board had authorized Pembina to pursue an en bloc proposal for IPL. Among other things, Messrs. Dilger and Findlay outlined Pembina’s views of the synergies available to the combined company, both in terms of operating efficiencies and opportunities to accelerate and de-risk growth projects. They indicated that the Pembina Board had considered an all-share exchange that valued the IPL Common Shares at $18.00 per IPL Common Share and on that basis, Pembina would be prepared to put full effort into confirmatory due diligence and would be in a position to make a firm proposal on IPL’s required timeline. Messrs. Dilger and Findlay further indicated that Pembina saw the strategic value in the combination and believed that both Pembina Shareholders and IPL Shareholders would benefit from the combination of the two companies.

On May 20, 2021, IPL entered into a Confidentiality Agreement with Pembina, enabling IPL to conduct due diligence on Pembina and receive certain confidential, non-public information relating to Pembina and its business.

On May 25, 2021, Pembina’s legal counsel, Blakes, provided draft forms of an arrangement agreement, voting and support agreement and related documents to IPL’s legal counsel, BDP. Negotiation of the terms of the Arrangement Agreement continued until the Arrangement Agreement was executed by Pembina and IPL (as described below).

On the morning of May 26, 2021, Pembina and its financial advisors provided a management presentation on Pembina and its business to IPL and the IPL Financial Advisors, which was attended by both Mr. Findlay, on behalf of the Pembina Board, and Ms. McKenzie, on behalf of the IPL Special Committee.

On the evening of May 26, 2021, Ms. McKenzie and IPL’s advisors communicated to Pembina and its advisors that the IPL Special Committee was unanimously of the view that the May 19, 2021 verbal expression of interest by Pembina was not in the best interests of IPL or the IPL Shareholders. Pembina continued its review of IPL to determine if it would be in a position to make a further proposal in respect of IPL.

On May 28, 2021 IPL conducted a reverse due diligence session with respect to Pembina’s business and financial outlook, which included Messrs. Christian Bayle, Brent Heagy, Chief Financial Officer of IPL, and Spil Kousinouris, Vice President, Corporate Development of IPL, Ms. Margaret McKenzie and representatives from J.P. Morgan, TD Securities and certain members of the executive of Pembina.

On the morning of May 29, 2021, management of Pembina provided the Pembina Board with updated information regarding a potential enhanced offer, including a range of potential share consideration to be paid by Pembina, under which Pembina would acquire IPL. The Pembina Board also reviewed and considered the specific transaction terms that had been negotiated by the Parties, the anticipated benefits to Pembina and the Pembina Shareholders of entering into the proposed transaction and the proposed near-final terms of the Arrangement Agreement and Plan of Arrangement that resulted from the negotiations with IPL. At the meeting, having regard to the range of share consideration potentially payable by Pembina as discussed at the meeting, Scotia Capital provided its verbal fairness opinion to the Pembina Board that, based upon and subject to customary assumptions, limitations and qualifications, the Consideration to be paid by Pembina pursuant to the Arrangement was fair, from a financial point of view, to Pembina. Scotia Capital subsequently delivered the Pembina Fairness Opinion, addressed to the Pembina Board, which is contained in Appendix F to this Joint Information Circular. At the meeting, the Pembina Board reviewed and discussed the material terms of the proposed Arrangement Agreement and Plan of Arrangement, including the status of any outstanding issues. Management of Pembina presented a summary of the substantial due diligence work that had been completed. The Pembina Board reviewed the negotiation process with management, discussed the proposed near-final terms of the Arrangement Agreement and the verbal fairness opinion of Scotia Capital. After considering, among other things, the terms of the Arrangement Agreement and the Plan of Arrangement, the verbal fairness opinion of Scotia Capital and the impact of the proposed transaction on the various stakeholders of Pembina, the Pembina Board unanimously determined that

- 47 -

the Arrangement was fair to the Pembina Shareholders, that the Arrangement and entry into the Arrangement Agreement were in the best interests of Pembina and that it would unanimously recommend that the Pembina Shareholders vote in favour of the Pembina Common Share Issuance Resolution, and authorized Pembina to enter into the Arrangement Agreement. The meeting also included an in camera session of the Pembina Board at the end of the meeting, with Mr. Dilger and other members of Pembina’s management not in attendance. The Pembina Board authorized Pembina’s management to submit further proposals to IPL to acquire IPL on an en bloc basis, within the range of potential share consideration discussed with the Pembina Board at the meeting.

In the afternoon of May 29, 2021, Mr. Dilger and Mr. Scott Burrows, Pembina’s Senior Vice President & Chief Financial Officer, accompanied by Mr. Findlay, provided a presentation to the IPL Special Committee with respect to a potential acquisition of IPL by Pembina in an all- share transaction. At the conclusion of the presentation, Pembina presented its proposal to acquire IPL pursuant to a plan of arrangement on the basis of 0.4815 of a Pembina Common Share for each IPL Common Share, reflecting a value of approximately $18.80 per IPL Common Share, based on the closing trading price of the Pembina Common Shares on May 28, 2021. Pembina also provided its views on synergies of the acquisition and Pembina’s commitment to raise its monthly dividend on the Pembina Common Shares by $0.01 to $0.22 per Pembina Common Share upon closing of the transaction.

On May 30, 2021, Ms. McKenzie communicated to Pembina that the IPL Special Committee was of the view that the value of Pembina’s May 29, 2021 proposal was insufficient. Ms. McKenzie also advised that Pembina should consider revising the exchange ratio to 0.505 of a Pembina Common Share for each IPL Common Share and should consider submitting a revised offer to acquire IPL by the evening of May 30, 2021.

Subsequently, on May 30, 2021, Pembina submitted a revised proposal to the IPL Special Committee, increasing the exchange ratio from 0.4815 to 0.49325 of a Pembina Common Share for each IPL Common Share, reflecting a value of approximately $19.26 per IPL Common Share, based on the closing trading price of the Pembina Common Shares on May 28, 2021. As part of its revised proposal, Pembina also confirmed its intention to increase the monthly dividend on the Pembina Common Shares to $0.22 per Pembina Common Share upon the closing of the transaction, with an additional monthly dividend increase of $0.01 per Pembina Common Share, to $0.23 per Pembina Common Share following the successful commissioning and in-service date of the HPC Project. Later that evening, Ms. McKenzie informed Pembina that the IPL Special Committee wanted to consider the proposal overnight and would respond to Pembina the morning of May 31, 2021.

On the morning of May 31, 2021, Pembina submitted a revised proposal to Ms. McKenzie, offering to increase its previous proposal by including an incremental contingent value right with a potential value of $0.25 per IPL Common Share, contingent on the construction costs of the HPC Project remaining on budget. Pembina also requested exclusive negotiations with IPL and sent a draft exclusivity agreement to IPL for consideration. Later that morning, Ms. McKenzie informed Pembina that the IPL Special Committee was interested in the concept of Pembina’s enhanced proposal, but that a further improved proposal should be considered by Pembina.

Subsequently on May 31, 2021, following further negotiations between Pembina and its advisors and the IPL Special Committee and its advisors, Pembina revised its proposal to remove the proposed contingent value right and to increase the exchange ratio from 0.49325 to 0.50 of a Pembina Common Share for each IPL Common Share, reflecting a value of approximately $19.45 per IPL Common Share based on the closing trading price of the Pembina Common Shares on May 31, 2021. Pembina’s revised proposal included its intention to increase the monthly dividend on the Pembina Common Shares to $0.22 per Pembina Common Share upon closing of the transaction, with an additional monthly dividend increase of $0.01 per Pembina Common Share to $0.23 per Pembina Common Share following the successful commissioning and in-service date of the HPC Project. As consideration for the increased offer, Pembina requested an increase in the reciprocal break fee from $300 million to $350 million. Pembina also requested that IPL enter into an exclusivity agreement with Pembina.

On May 31, 2021, Ms. McKenzie informed Pembina that the IPL Special Committee was of the view that Pembina’s proposal was superior to a revised proposal received from the third party and determined to enter into exclusive negotiations with Pembina. Thereafter, Pembina and IPL entered into an exclusivity agreement.

The final terms of the Arrangement Agreement were negotiated throughout the evening of May 31, 2021, and the Arrangement Agreement was executed and delivered by Pembina and IPL early in the morning of June 1, 2021. Concurrently with the execution of the Arrangement Agreement, Pembina and the IPL Supporting Shareholders executed and delivered the IPL Support Agreements. Shortly thereafter, a joint news release of Pembina and IPL announcing the proposed Arrangement was disseminated prior to the opening of markets on June 1, 2021.

On June 23, 2021, the Pembina Board met and considered this Joint Information Circular and various other matters relating to the Pembina Shareholders’ Meeting. At the meeting, the Pembina Board unanimously approved the contents and mailing of this Joint Information Circular to the Pembina Shareholders, subject to any amendments that may be approved by any director or officer of Pembina, and various other matters relating to the Pembina Shareholders’ Meeting and confirmed its unanimous recommendation that the Pembina Shareholders vote in favour of the Pembina Common Share Issuance Resolution.

- 48 -

Reasons for and Benefits of the Arrangement

Pembina and IPL expect that the Arrangement will create one of the largest energy infrastructure companies in Canada, with a pro forma enterprise value of approximately $53 billion and a diversified and integrated asset base that can support and grow an extensive value chain for natural gas, natural gas liquids and crude oil, from wellhead to end user. Furthermore, past and future investments by both companies are anticipated to help access new demand markets for the WCSB, benefitting Pembina, its customers and the provinces of Alberta and British Columbia alike.

See “Pro Forma Information Concerning Pembina After Giving Effect to the Arrangement”.

Additional Reasons and Benefits for IPL Shareholders

On June 1, 2021, Inter Pipeline and Pembina announced that they entered into the Arrangement Agreement. Under the Arrangement, holders of IPL Common Shares (other than Dissenting IPL Shareholders) will receive 0.5 of a Pembina Common Share for each IPL Common Share held. See “The Arrangement” and “The Effect of the Arrangement” in this Joint Information Circular.

The IPL Board is of the view that, compared with the Current Brookfield Bid, the Arrangement provides greater value to IPL Shareholders underpinned by the business’ synergies, strong dividend profile and future investment opportunities of Pembina after giving effect to the Arrangement. Moreover, the Arrangement offers IPL Shareholders the opportunity to continue to benefit from the future value of Inter Pipeline’s existing business, with IPL Shareholders holding approximately 28% ownership of Pembina immediately after giving effect to the Arrangement.

After thorough consideration of all aspects of the Arrangement and the Current Brookfield Bid, advice from their financial and legal advisors, the IPL Board and IPL Special Committee have UNANIMOUSLY determined that the benefits of the Arrangement to Inter Pipeline and the IPL Shareholders outweigh, and are superior to, the Current Brookfield Bid. Inter Pipeline’s Board recommends IPL Shareholders APPROVE the Arrangement and REJECT the Current Brookfield Bid. The benefits of the Arrangement include, without limitation, the following:

- 49 -

Due to the strategic nature of the Arrangement (including significant expected synergies and strong combined growth prospects), and IPL Shareholders’ expected 28% ownership of Pembina immediately after giving effect to the Arrangement, the intrinsic value of the Arrangement is expected to be in excess of the $19.45 per IPL Common Share initial headline value of the Arrangement as of the close of trading on May 31^, 2021 (the “Initial Value”), and higher than the value of the Current Brookfield Bid. As of June 25, 2021, the headline value of the Arrangement is equal to $20.06 per IPL Common Share, plus the value of synergies.

As shown in the chart below, the value of the Arrangement consists of the closing price of the Pembina Common Shares multiplied by the Exchange Ratio of 0.5 plus the value of the expected synergies. Together, this combination makes the value of the Arrangement greater than the value of the Current Brookfield Bid. The value of the Arrangement was greater than the value of Brookfield’s proposal as it was on May 31, 2021 (the day that the IPL Board agreed to enter into the Arrangement Agreement), which consideration is substantially the same as the consideration offered under the First Revised Brookfield Bid. While the valuation gap has widened in favour of the Arrangement since then as a result of short-term fluctuations in the stock price, IPL’s assessment of the superiority of the Arrangement does not rely on such fluctuations.