Exhibit 99.1

Execution Version 

ARRANGEMENT AGREEMENT

PEMBINA PIPELINE CORPORATION

and

INTER PIPELINE LTD.

May 31, 2021

Table of Contents

Table of Contents
(continued)

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated May 31, 2021 between:

PEMBINA PIPELINE CORPORATION, a corporation existing under the laws of the Province of Alberta ("Pembina")

- and -

INTER PIPELINE LTD., a corporation existing under the laws of the Province of Alberta ("IPL")

WHEREAS upon the unanimous recommendation of the IPL Independent Committee, the IPL Board has determined unanimously that it would be in the best interests of IPL to complete a transaction involving a sale of IPL and its business through an acquisition by Pembina of all the issued and outstanding IPL Common Shares;

AND WHEREAS Pembina and IPL wish to carry out the transactions contemplated hereby by way of a plan of arrangement of IPL under the provisions of the ABCA;

AND WHEREAS upon the effectiveness of the Arrangement, holders of IPL Common Shares will receive Pembina Common Shares on the terms set out herein;

AND WHEREAS the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT IN CONSIDERATION of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:

Article 1
INTERPRETATION

In this Agreement, unless the context otherwise requires:

"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 IPL, 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 IPL 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):

and for greater certainty, the Parties acknowledge and agree that the Existing Bid, and any change or variation thereto that changes the amount or form of consideration offered thereunder or any other extension, change or variation thereto, shall be deemed to be an "Acquisition Proposal" and that each and any extension, change or variation to the Existing Bid shall each be deemed to be a new and distinct “Acquisition Proposal” for the purposes of this Agreement;

"AcquisitionCo" has the meaning ascribed thereto in Section 2.1;

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

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

"Agreement", "herein", "hereof", "hereto", "hereunder" and similar expressions mean and refer to this Arrangement Agreement (including the schedules hereto) as supplemented, modified or amended, and not to any particular article, section, schedule or other portion hereof;

"Amended Bid" has the meaning ascribed thereto in Section 7.1(c);

"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 Resolution" means a special resolution of the IPL Shareholders in respect of the Arrangement to be considered at the IPL Shareholders' Meeting, substantially in the form of Schedule B hereto;

"Articles of Arrangement" means the articles of arrangement of IPL 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);

"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;

"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);

"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:

"Confidentiality Agreements" means (i) the confidentiality agreement dated May 19, 2021 between Pembina and IPL under which IPL has provided certain information to Pembina; and (ii) the confidentiality agreement dated May 20, 2021 between Pembina and IPL under which Pembina has provided certain information to IPL;

"Court" means the Court of Queen's Bench of Alberta;

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

"CTA Approval" means IPL 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 this Agreement shall not be prohibited under subsection 53.2(1) of the CTA;

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

"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;

"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;

"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;

"Exchange Ratio" means, subject to Section 2.15, 0.5 of a Pembina Common Share for each IPL Common Share;

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

"Executive Officers" has the meaning ascribed thereto in Section 1.9;

"Existing Bid" means the existing 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 "Existing Bid"));

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

"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;

"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;

"Governmental Licenses" has the meaning ascribed thereto in paragraph (oo) of Schedule D;

"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;

"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 IPL near Fort Saskatchewan, Alberta and which will be owned and operated by IPL (other than the central utilities block which will be owned by Fengate but developed, constructed, completed, commissioned, operated, maintained and ultimately abandoned by IPL);

"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;

"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;

"Intellectual Property" has the meaning ascribed thereto in paragraph (aa) of Schedule D;

"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 as more fully set out herein;

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

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

"IPL" has the meaning ascribed thereto in the recitals hereof;

"IPL Board" means the board of directors of IPL;

"IPL Capital Budget" means IPL's 2021 capital budget, a true and complete copy of which is included in the IPL Disclosure Letter, and if the Outside Date has not occurred by December 31, 2021, includes IPL's capital budget for 2022 as approved by the IPL Board acting reasonably and in accordance with its historical capital budget approval process;

"IPL Common Shares" means the common shares in the capital of IPL;

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

"IPL Credit Facilities" means, collectively: (a) the $1.55 billion syndicated credit facility of IPL Corridor maturing on December 14, 2023; (b) the $1.5 billion syndicated credit facility of IPL maturing on December 5, 2024; (c) the $1.0 billion syndicated credit facility of IPL maturing on August 13, 2021; (d) the $500 million term credit facility of IPL maturing on August 13, 2022; (e) the $75 million demand facility of IPL; (f) the £15 million demand facility of Inter Terminals; and (g) the $25 million demand facility of IPL Corridor;

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

"IPL Debt" means total consolidated indebtedness, including long-term debt (including, for greater certainty, the IPL MTNs and the IPL Hybrid Notes), bank debt and working capital deficiency of IPL;

"IPL Disclosure Documents" has the meaning ascribed thereto in paragraph (z) of Schedule D;

"IPL Disclosure Letter" means the disclosure letter delivered by IPL to Pembina and dated the date hereof;

"IPL DRIP" means IPL's Premium Dividend^TM and Dividend Reinvestment Plan;

"IPL Employee Obligations" means any obligations or liabilities of IPL 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 IPL 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 Employee Plans" has the meaning ascribed thereto in paragraph (v)(i) of Schedule D;

"IPL Employees" means the officers and other employees of IPL or of any of its Subsidiaries;

"IPL Employment Agreements" means the executive employment agreements between IPL and the eleven officers of IPL disclosed in the IPL Disclosure Letter and made available to Pembina prior to the date hereof;

"IPL Fairness Opinions" means the opinion from each of the IPL Financial Advisors to the effect that, as of the date of such opinion and based on and subject to the assumptions, limitations, qualifications and other matters set forth therein, the consideration to be received by holders of IPL Common Shares pursuant to this Agreement is fair, from a financial point of view, to such holders;

"IPL Financial Advisors" means TD Securities Inc. and J.P. Morgan Securities Canada Inc., financial advisors to IPL and the IPL Independent Committee, respectively;

"IPL Financial Statements" has the meaning ascribed thereto in paragraph (r)(i) of Schedule D;

"IPL Hybrid Notes" means, collectively: (a) the $750 million principal amount of series 2019-A subordinated hybrid notes of IPL due March 26, 2079; and (b) the $700 million principal amount of series 2019-B subordinated hybrid notes of IPL due November 19, 2079;

"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 Independent Committee" means the independent committee of the IPL Board comprised of independent directors (within the meaning of applicable Canadian Securities Laws) of IPL;

"IPL MTNs" means, collectively: (a) the $400 million principal amount of 3.776% series 3 medium term notes of IPL due May 30, 2022; (b) the $500 million principal amount of 4.637% series 5 medium term notes of IPL due May 30, 2044; (c) the $300 million principal amount of 3.173% series 7 medium term notes of IPL due March 24, 2025; (d) the $350 million principal amount of 2.608% series 8 medium term notes of IPL due September 13, 2023; (e) the $450 million principal amount of 3.484% series 9 medium term notes of IPL due December 16, 2026; (f) the $500 million principal amount of 2.734% series 10 medium term notes of IPL due April 18, 2024; and (g) the $700 million principal amount of 4.232% series 11 medium term notes of IPL due June 1, 2027;

"IPL Note Indenture" means the note indenture dated February 2, 2011 between IPL 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 IPL MTNs and the IPL Hybrid Notes;

"IPL PSU Plans" means, collectively, IPL's Performance Share Unit Plan amended and restated February 20, 2020 and IPL’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 Plan, including any related dividend equivalent units;

"IPL RSU Plans" means, collectively, IPL's Restricted Share Unit Plan amended and restated February 20, 2020 and IPL’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 Plan, including any related dividend equivalent units;

"IPL Shareholder Rights Plans" means, collectively, IPL's Amended and Restated Shareholder Protection Rights Plan Agreement dated May 8, 2017 and IPL's Shareholder Protection Rights Plan Agreement made effective as of March 31, 2021, as the same may be amended, amended and restated, replaced or further supplemented from time to time;

"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 Termination Fee" and "IPL Termination Fee Event" have the respective meanings ascribed thereto in Section 8.3(b);

"IPL VWAP" has the meaning ascribed thereto in Section 2.9(a);

"Joint Proxy 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 proxy 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;

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

"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;

"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:

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 this 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;

"Material HPC Agreements" means the agreements entered into with respect to the development, construction, commissioning and operation of the HPC Project, including the engineering, procurement, construction and similar agreements, technology license agreements, the propane purchase and sale agreements, polypropylene offtake agreements, the logistics agreements and the agreements entered into with Fengate in respect of the Central Utilities Block;

"Meeting Materials" has the meaning ascribed thereto in Section 2.6(e);

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

"Misrepresentation" means any untrue statement of a material fact or any omission to state a material fact required to be stated or necessary to make a statement, in light of the circumstances in which they are made, not misleading;

"Money Laundering Laws" has the meaning ascribed thereto in paragraph (g)(ii) of Schedule C;

"NI 62-104" means National Instrument 62-104 - Take-Over Bids and Issuer Bids;

“No Action Letter” means a written confirmation from the Commissioner that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the Arrangement contemplated by this Agreement;

"NYSE" means the New York Stock Exchange;

"OFAC" has the meaning ascribed thereto in paragraph (g)(iii) of Schedule C;

"OHSA" has the meaning ascribed thereto in paragraph (u)(viii) of Schedule D;

"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 herein;

"Parties" means Pembina and IPL, and "Party" means either one of them;

"Pembina" has the meaning ascribed thereto in the recitals hereof;

"Pembina Board" means the board of directors 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 Shares" means the common shares in the capital of Pembina;

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

"Pembina Disclosure Documents" has the meaning ascribed thereto in paragraph (n) of Schedule C;

"Pembina Disclosure Letter" means the disclosure letter delivered by Pembina to IPL and dated the date hereof;

"Pembina Fairness Opinion" has the meaning ascribed thereto in Section 2.2(b);

"Pembina Financial Statements" has the meaning ascribed thereto in paragraph (o)(i) of Schedule C;

"Pembina Options" means options to purchase Pembina Common Shares granted pursuant to Pembina's stock option plan dated May 26, 2011, as amended effective November 30, 2016 and as further amended effective February 26, 2020;

"Pembina 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;

"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 Resolution;

"Permitted Encumbrances" means: (a) in respect of IPL and its Subsidiaries, Encumbrances specifically disclosed in the IPL Disclosure Letter; (b) easements, rights of way, servitudes or other similar rights, including, without limitation, rights of way for highways, railways, sewers, drains, gas or oil pipelines, gas or water mains, electric light, power, telephone or cable television towers, poles, wires and similar rights in real property or any interest therein, provided the same are registered on title and not of such nature as to materially adversely affect the use of the property subject thereto; (c) the regulations and any rights reserved to or vested in any municipality or governmental, statutory or public authority to levy Taxes or to control or regulate any Party's or any of its Subsidiaries' interests in any manner; (d) undetermined or inchoate Encumbrances incurred or created in the ordinary course of business as security for a Party's or any of its Subsidiaries' share of the costs and expenses of the development or operation of any of its assets, which costs and expenses are not delinquent as of the Effective Time or are being contested in good faith; (e) undetermined or inchoate mechanics' liens and similar liens for which payment for services rendered or goods supplied is not delinquent as of the Effective Time or is being contested in good faith; (f) Encumbrances granted in the ordinary course of business to a Governmental Entity respecting operations pertaining to the Relevant Business or petroleum and natural gas rights; (g) Encumbrances for Taxes, assessments and governmental charges that are not due and payable or delinquent or are being contested in good faith and for which adequate reserves in accordance with IFRS have been established; (h) any Encumbrances under a Party's or any of its Subsidiaries' existing credit facilities or other borrowing arrangements, which, in the case of IPL, have been disclosed in the IPL Disclosure Letter; (i) agreements with any municipal, provincial or federal governments or authorities and any public utilities or private suppliers of services, including subdivision agreements, development agreements, site control agreements, engineering, grading or landscaping agreements and similar agreements; or (j) such other minor imperfections or irregularities of title or Encumbrances as do not materially detract from the value or materially interfere with the use of the properties or assets subject thereto or affected thereby;

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

"Plan of Arrangement" means the plan of arrangement substantially in the form set forth in Schedule A hereto and any amendments or variations thereto made in accordance with Section 9.1 hereof 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 IPL, each acting reasonably;

"Pre-Arrangement Reorganization" has the meaning ascribed thereto in Section 5.5;

"Receiving Party" has the meaning ascribed thereto in Section 6.4;

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

"Regulatory Action" has the meaning ascribed thereto in Section 5.4(d);

"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 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" in this Agreement;

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

"Retirement Plan" has the meaning ascribed thereto in paragraph (v)(vii) of Schedule D;

"Reverse Termination Fee" has the meaning specified in Section 8.3(e);

"Reverse Termination Fee Event" has the meaning specified in Section 8.3(e);

"SEC" means the United States Securities and Exchange Commission;

"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;

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

"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 IPL:

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

"Supplemental Information" has the meaning ascribed thereto in Section 2.6(e);

"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;

"Tax Returns" means any and all reports, returns, claims for refunds, estimates, elections, designations, forms, declarations of estimated Tax, information statements and returns relating to, or required to be filed in connection with any Taxes, including amendment thereof, and whether in tangible or electronic form;

"Tax Sharing Agreements" has the meaning ascribed thereto in paragraph (x)(xvii) of Schedule D;

"Termination Notice" and "Terminating Party" have the respective meanings ascribed thereto in Section 6.4;

"Third Party Beneficiaries" has the meaning ascribed thereto in Section 9.9;

"TSX" means The Toronto Stock Exchange;

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

"U.S. Securities Act" means the United States Securities Act of 1933, as amended; and

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

The division of this Agreement into Articles, Sections, subsections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa; and words importing gender shall include all genders.

If the date on which any action is required to be taken hereunder by a Party is not a business day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a business day in such place.

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada.

are incorporated by reference into this Agreement and form a part hereof.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under, and all determinations of an accounting nature required to be made shall be made in a manner consistent with, IFRS.

In this Agreement, references to "to the knowledge of" means the actual knowledge of the Executive Officers of Pembina or IPL, as the case may be, after reasonable inquiry, and such Executive Officers shall make such inquiry as is reasonable in the circumstances. For purposes of this Section 1.9, "Executive Officers" (a) in the case of Pembina, means Pembina's President and Chief Executive Officer, Senior Vice President & Chief Financial Officer, Senior Vice President, External Affairs & Chief Legal and Sustainability Officer, Senior Vice President & Chief Operating Officer, Pipelines, Senior Vice President, Marketing and New Ventures & Corporate Development Officer and Senior Vice President & Chief Operating Officer, Facilities as the case may be, and (b) in the case of IPL, means IPL's President & Chief Executive Officer, Chief Financial Officer, Senior Vice President, Petrochemical Development, Senior Vice President, Corporate Services, Senior Vice President, Petrochemicals, Senior Vice President, Transportation, Senior Vice President, Projects and Operations Services and Vice President, Corporate Development, as the case may be.

Article 2
THE ARRANGEMENT

Pembina and IPL shall proceed to effect a plan of arrangement under Section 193 of the ABCA pursuant to which, on the Effective Date, on the terms contained in the Plan of Arrangement, among other things, each holder of IPL Common Shares (other than those IPL Common Shares in respect of which the holder thereof has validly exercised Dissent Rights) shall receive, for each IPL Common Share, such number of Pembina Common Shares equal to the Exchange Ratio.

Pembina may acquire the IPL Common Shares through a direct or indirectly wholly-owned Subsidiary, currently existing or to be organized under the laws of any jurisdiction in Canada ("AcquisitionCo"). In the event an AcquisitionCo is used by Pembina, Pembina will cause AcquisitionCo to perform all of its obligations under the Plan of Arrangement.

Pembina represents and warrants to IPL that:

IPL represents and warrants to Pembina that:

Subject to the terms and conditions of this Agreement, in order to facilitate the Arrangement, Pembina shall take all actions and do all things necessary or desirable, in accordance with all applicable Laws, to:

Pembina shall use its commercially reasonable efforts to obtain and furnish to IPL the information required on its behalf to be included in the Joint Proxy Circular. Pembina shall use its commercially reasonable efforts to: (a) as soon as practicable following the date of this Agreement, prepare with IPL the Joint Proxy Circular; and (b) as soon as practicable following the receipt of the Interim Order, print and mail, directly and indirectly, the Joint Proxy Circular to the Pembina Shareholders. As of the date the Joint Proxy Circular is first mailed to the Pembina Shareholders and the IPL Shareholders and the date of any Pembina Shareholders' Meeting and IPL Shareholders' Meeting: (a) the information provided by Pembina for use in the preparation of the Joint Proxy Circular shall be complete and correct in all material respects and not contain any Misrepresentations; (b) the Joint Proxy Circular shall contain the Pembina Fairness Opinion and the unanimous recommendation of the Pembina Board that the Pembina Shareholders vote in favour of the Pembina Resolution, and (c) the Joint Proxy Circular shall comply in all material respects with all applicable Laws. Pembina shall give IPL and its legal counsel a reasonable opportunity to review and comment on the drafts of the Joint Proxy Circular and other related documents, and shall give reasonable consideration to any comments made by IPL and its legal counsel relating to the disclosure contained therein such that the Joint Proxy Circular shall be in a form satisfactory to IPL, acting reasonably. Pembina agrees to promptly correct any such information provided by it for use in the Joint Proxy Circular which shall have become false or misleading at any time prior to the Pembina Shareholders' Meeting or the IPL Shareholders' Meeting. Without limiting the generality of the foregoing, Pembina shall ensure that the Joint Proxy Circular provides Pembina Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Pembina Shareholders' Meeting, including the unanimous recommendation of the Pembina Board that the Pembina Shareholders vote in favour of the Pembina Resolution.

The Joint Proxy Circular shall provide that the requisite approval for the Pembina Resolution to be placed before the Pembina Shareholders shall be greater than 50% of the votes cast on the Pembina Resolution by the Pembina Shareholders present in person or represented by proxy at the Pembina Shareholders' Meeting (such that each Pembina Shareholder is entitled to one vote for each Pembina Common Share held).

Subject to the terms and conditions of this Agreement, in order to facilitate the Arrangement, IPL shall take all actions and do all things necessary or desirable, in accordance with all applicable Laws, to:

IPL shall use its commercially reasonable efforts to obtain and furnish to Pembina the information required on its behalf to be included in the Joint Proxy Circular. IPL shall use its commercially reasonable efforts to: (a) as soon as practicable following the date of this Agreement, prepare with Pembina the Joint Proxy Circular; and (b) as soon as practicable following the receipt of the Interim Order, print and mail, directly and indirectly, the Joint Proxy Circular to the IPL Shareholders. As of the date the Joint Proxy Circular is first mailed to the Pembina Shareholders and the IPL Shareholders and the date of any Pembina Shareholders' Meeting and IPL Shareholders' Meeting: (a) the information provided by IPL for use in the preparation of the Joint Proxy Circular shall be complete and correct in all material respects and not contain any Misrepresentations, (b) the Joint Proxy Circular shall contain the IPL Fairness Opinions and the unanimous recommendation of the IPL Board that the IPL Shareholders vote in favour of the Arrangement Resolution, and (c) the Joint Proxy Circular shall comply in all material respects with the Interim Order and all applicable Laws. IPL shall give Pembina and its legal counsel a reasonable opportunity to review and comment on the drafts of the Joint Proxy Circular and other related documents, and shall give reasonable consideration to any comments made by Pembina and its legal counsel relating to the disclosure contained therein such that the Joint Proxy Circular shall be in a form satisfactory to Pembina, acting reasonably. IPL agrees to promptly correct any such information provided by it for use in the Joint Proxy Circular which shall have become false or misleading at any time prior to the IPL Shareholders' Meeting or the Pembina Shareholders' Meeting. Without limiting the generality of the foregoing, IPL shall ensure that the Joint Proxy Circular provides IPL Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the IPL Shareholders' Meeting, including the unanimous recommendation of the IPL Board that the IPL Shareholders vote in favour of the Arrangement Resolution.

The application referred to in Section 2.5(a) shall request that the Interim Order provide, among other things:

In the application referred to in Section 2.5(a), IPL shall inform the Court that the Parties intend to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act for the issuance of the Pembina Common Shares pursuant to the Arrangement and that, in connection therewith, the Court will be required to approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom Pembina Common Shares will be issued. Each Person to whom Pembina Common Shares will be issued on completion of the Arrangement will be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right.

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, IPL will diligently pursue, and cooperate with Pembina in diligently pursuing, the Interim Order and the Final Order, and IPL will provide Pembina and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. IPL will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, IPL will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement.

IPL will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on IPL or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to applicable Laws, IPL will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina's prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina's obligations, or diminishes or limits Pembina's rights, set forth in any such filed or served materials or under this Agreement. IPL shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts to cooperate with and assist IPL in seeking the Interim Order and the Final Order, including by providing to IPL, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

The Parties acknowledge that the Arrangement will result in a "change of control" under the IPL Incentive Award Plans and IPL Employment Agreements and that:

and other than in respect of payments to be made in respect of IPL Incentive Awards and IPL Employment Agreements set forth in this Section 2.9 and as set forth in the IPL Disclosure Letter, there are no accelerated vesting or payout of any incentive or equity awards or any other securities of IPL, nor are there any change of control, severance, separation, retention, bonus or similar payments triggered under any employment or change of control agreements, retention or bonus plans or other arrangements applicable to any IPL Employees or directors or consultants of IPL or any of its Subsidiaries as a result of the completion of the Arrangement (for greater certainty, without any related termination of employment by IPL or Pembina upon or immediately following completion of the Arrangement).

In addition to the foregoing IPL has disclosed in the IPL Disclosure Letter the estimated amount of any change of control, severance, separation, retention, bonus or similar payments which would be payable to all IPL Employees and directors and consultants of IPL and its Subsidiaries pursuant to the IPL Employee Obligations, assuming the relevant conditions to the payment of such amounts pursuant to such obligations are satisfied at or prior to the Effective Time (whether or not such conditions are actually met).

IPL shall be exclusively responsible for any withholding obligations of Taxes pursuant to the Tax Act or other applicable Laws from any amounts paid for the IPL Employee Obligations to be paid at or prior to the Effective Time and in connection with the exercise or settlement of any IPL Incentive Awards (whether pursuant to this Section 2.9 or otherwise), and IPL shall deliver the consideration for the foregoing net of such amounts to IPL Employees and holders of IPL Incentive Awards, as applicable. Any such amounts deducted, withheld and remitted by IPL will be treated for all purposes under this Agreement as having been paid to the IPL Employees and holders of IPL Incentive Awards, as applicable, in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Tax authority.

The Arrangement shall become effective at the Effective Time. Upon issuance of the Final Order and subject to the satisfaction or waiver of the conditions precedent in Article 6, each of the Parties shall, as soon as practicable, execute and deliver such closing documents and instruments and IPL shall proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Section 193 of the ABCA no later than the third business day following the satisfaction or waiver of such conditions precedent (other than the conditions precedent that by their terms are to be satisfied as of the Effective Date) or such other date as agreed to in writing by Pembina and IPL, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any further act or formality.

Pembina and IPL shall be entitled to deduct and withhold from any amount otherwise payable to any Person, including any IPL Shareholder and, for greater certainty, from any amount payable to a IPL Shareholder who has validly exercised, and not withdrawn, Dissent Rights, as the case may be, under the Plan of Arrangement such amounts as Pembina or IPL, as the case may be, is required or reasonably believes is required to deduct and withhold from such consideration in accordance with applicable Laws. Any such amounts will be deducted, withheld and remitted from the consideration payable pursuant to the Plan of Arrangement and shall be treated for all purposes as having been paid to such Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. Each of Pembina or IPL is hereby authorized to sell or otherwise dispose of any share consideration as is necessary to provide sufficient funds to Pembina or IPL, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and none of Pembina or IPL shall be liable to any Person for any deficiency in respect of any proceeds received, and Pembina and IPL, as applicable, shall notify the holder thereof and remit to the holder thereof any unapplied balance of the net proceeds of such sale.

Each Party agrees to reasonably co-operate with the other Party and, if requested by the other Party, participate in presentations to securityholders or other stakeholders of the other Party, as applicable, regarding the Arrangement. Each Party shall seek prior consent of the other Party, such consent not to be unreasonably withheld or delayed, prior to the making of any presentations regarding the Arrangement and shall promptly advise, consult and co-operate with the other Party in issuing any press releases, posting any website communications or materials or otherwise making public statements with respect to this Agreement or the Arrangement (including in the case of IPL in respect of the Existing Bid, and any extensions, changes or variations to the Existing Bid (or any other Acquisition Proposal by or involving Brookfield)) and in making any filing with any Governmental Entity or with any stock exchange, including the Exchanges, with respect thereto. Each Party shall use commercially reasonable efforts to enable the other Party to review and comment on all such press releases website materials, filings and other communications and statements prior to the release or filing thereof; provided, however, that the foregoing shall be subject to such Party's overriding obligation to make disclosure in accordance with applicable Laws, and if such disclosure is required and the other Party has not reviewed or commented on the disclosure, such Party shall use commercially reasonable efforts to give prior oral or written notice to the other Party, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. Upon the request of Pembina, IPL Shall issue a press release, post website materials or communications or otherwise make public statements in support of the Arrangement and the completion thereof in response to any statement of any Person that is made (or could reasonably be considered to be made) to impede or impair the successful completion of the Arrangement, in a manner and including such content that is acceptable to both Pembina and IPL, each acting reasonably.

The Parties agree to issue jointly a press release in a mutually acceptable form with respect to this Agreement.

For the avoidance of doubt, nothing in this Section 2.13 shall require a notice by a Party or its affiliates to the other Party or the other Party's prior consent in connection with, or prevent such Party or any of its affiliates from: (a) issuing any press releases or otherwise making public statements with respect to this Agreement or the Arrangement; or (b) making internal announcements or presentations to employees and having discussions with their respective securityholders, financial analysts or other stakeholders, in each case so long as such statements and announcements are consistent with the press releases, public disclosures or public statements previously made by the Parties.

The Parties agree that the Arrangement will be carried out with the intention that, and will use their reasonable best efforts to ensure that, the issuance of Pembina Common Shares to holders of IPL Common Shares under the Arrangement will qualify for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. Therefore, each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.14. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina's compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Court will be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Pembina Common Shares to holders of IPL Common Shares pursuant to the Arrangement, based on the Court's approval of the Arrangement; and (c) the Court will be advised prior to the hearing that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Persons who are entitled to receive Pembina Common Shares pursuant to the Arrangement.

Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Pembina Common Shares shall have been changed into a different number of shares by reason of any split or consolidation of the issued and outstanding Pembina Common Shares, then the Exchange Ratio to be paid per IPL Common Share shall be appropriately adjusted to provide to holders of IPL Common Shares the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Exchange Ratio.

Article 3
REPRESENTATIONS AND WARRANTIES OF Pembina

Pembina hereby makes to IPL the representations and warranties set forth in Schedule C hereto and acknowledges that IPL is relying upon such representations and warranties in connection with the entering into of this Agreement and the carrying out of the Arrangement.

Any investigation by IPL and its Representatives shall not mitigate, diminish or affect the representations and warranties of Pembina pursuant to this Agreement.

The representations and warranties of Pembina contained in this Agreement shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated, provided that such termination of this Agreement shall not affect any claim arising from a fraudulent, wilful or intentional prior breach of any such representations or warranties.

IPL agrees and acknowledges that, except as expressly set forth in Schedule C, neither Pembina nor any other Persons on behalf of Pembina makes any representation or warranty, express or implied, at Law or in equity, with respect to Pembina and any such other representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, Pembina expressly disclaims any representation or warranty that is not set forth in Schedule C.

Article 4
REPRESENTATIONS AND WARRANTIES OF IPL

IPL hereby makes to Pembina the representations and warranties set forth in Schedule D hereto, and acknowledges that Pembina is relying upon such representations and warranties in connection with the entering into of this Agreement and the carrying out of the Arrangement.

Any investigation by Pembina and its Representatives shall not mitigate, diminish or affect the representations and warranties of IPL pursuant to this Agreement.

The representations and warranties of IPL contained in this Agreement shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated, provided that such termination of this Agreement shall not affect any claim arising from a fraudulent, wilful or intentional prior breach of any such representations or warranties.

Pembina agrees and acknowledges that, except as expressly set forth in Schedule D, neither IPL nor any other Persons on behalf of IPL makes any representation or warranty, express or implied, at Law or in equity, with respect to IPL and any such other representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, IPL expressly disclaims any representation or warranty that is not set forth in Schedule D.

Article 5
COVENANTS and additional agreements

Pembina covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Date and the time that this Agreement is terminated in accordance with its terms, unless otherwise (i) consented to in writing by IPL (such consent to be subject to applicable Law and not be unreasonably withheld, conditioned or delayed); (ii) required by applicable Laws; or (iii) required or expressly permitted or specifically contemplated by this Agreement or the Arrangement (including in respect of Regulatory Approvals, which are governed by Sections 5.4(c) and 5.4(d)):

Nothing in this Agreement is intended to or shall result in IPL exercising material influence over the operations of Pembina or any of its Subsidiaries, particularly in relation to operations in which the Parties compete or would compete, but for this Agreement, with each other, prior to the Effective Date.

IPL covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Date and the time that this Agreement is terminated in accordance with its terms, unless otherwise (i) consented to in writing by Pembina (such consent to be subject to applicable Law and not be unreasonably withheld, conditioned or delayed); (ii) required by applicable Laws; or (iii) required or expressly permitted or specifically contemplated by this Agreement or the Arrangement (including in respect of Regulatory Approvals, which are governed by Sections 5.4(c) and 5.4(d), but subject in all cases to the specific prohibition noted in Section 5.4(d) with respect to Regulatory Actions):

Nothing in this Agreement is intended to or shall result in Pembina exercising material influence over the operations of IPL or any of its Subsidiaries, particularly in relation to operations in which the Parties compete or would compete, but for this Agreement, with each other, prior to the Effective Date.

Each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Date and the time that this Agreement is terminated in accordance with its terms:

From the date hereof until the earlier of the Effective Date and the termination of this Agreement, IPL shall, and shall cause its Subsidiaries and Representatives to, subject to all applicable Laws and any confidentiality obligations owed by IPL to a third party or in respect to customer-specific or competitively sensitive information and in accordance with the Confidentiality Agreements and any other subsequent written agreement that addresses confidentiality between the Parties, afford to Pembina and its Representatives reasonable access at all reasonable times to their officers, employees, agents, properties, books, records and contracts, and shall furnish Pembina with all data and information as Pembina may reasonably request, subject to any confidentiality obligations owed by IPL to a third party, in respect to customer-specific or competitively sensitive information, the conditions contained in the Confidentiality Agreements and any other subsequent written agreement that addresses confidentiality between the Parties, in order to permit Pembina to be in a position to expeditiously and efficiently continue and integrate the businesses and operations of Pembina and its Subsidiaries and IPL and its Subsidiaries immediately upon, but not prior to, the Effective Date.

Article 6
CONDITIONS

The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions:

The obligation of Pembina to consummate the transactions contemplated hereby, and in particular the Arrangement, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

and IPL shall have provided to Pembina a certificate of two executive officers of IPL (on IPL's behalf and without personal liability) certifying the foregoing on the Effective Date;

The conditions set forth in this Section 6.2 are for the exclusive benefit of Pembina and may be asserted by Pembina regardless of the circumstances or may be waived in writing by Pembina in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Pembina may have.

The obligation of IPL to consummate the transactions contemplated hereby, and in particular the Arrangement, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

and Pembina shall have provided to IPL a certificate of two executive officers of Pembina (on Pembina's behalf and without personal liability) certifying the foregoing on the Effective Date;

The conditions set forth in this Section 6.3 are for the exclusive benefit of IPL and may be asserted by IPL regardless of the circumstances or may be waived by IPL, in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which IPL may have.

Each Party will give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event, state of facts, circumstance or change in circumstances (actual, anticipated, contemplated, or to the knowledge of such Party, threatened) which would, or would reasonably be expected to:

and it shall in good faith discuss with the other Party any event, state of facts, circumstance or change in circumstances (actual, anticipated, contemplated, or to the knowledge of such Party, threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other Party pursuant to this Section 6.4. The delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the representations, warranties, covenants, conditions or agreements of the Parties under this Agreement or any remedies available pursuant to this Agreement with respect thereto to the Party receiving that notice.

Neither Party may elect to terminate this Agreement pursuant to Section 8.1(b)(iv) [Failure to Satisfy Mutual Conditions], Section 8.1(c)(i) [IPL Reps and Warranties and Covenants Condition] or Section 8.1(d)(i) [Pembina Reps and Warranties and Covenants Condition], as applicable, unless promptly, and in any event prior to the issuance of the Certificate by the Registrar, the Party intending to terminate this Agreement (the "Terminating Party") has delivered a written notice (a "Termination Notice") to the other Party (the "Receiving Party") specifying in reasonable detail all breaches of covenants, inaccuracies of representations and warranties, inability to satisfy conditions or other matters which the Terminating Party is asserting as the basis for termination. If any Termination Notice is delivered: (a) if such matter is capable of being cured prior to the Outside Date, provided that the Receiving Party is proceeding diligently to cure such matter to the satisfaction of the Terminating Party, acting reasonably, the Terminating Party may not exercise such termination until the earlier of (i) the expiration of a period of 15 business days from the date of receipt of the Termination Notice by the Receiving Party, and (ii) the Outside Date, if such matter has not been cured by such date; and (b) if such matter is incapable of being cured prior to the Outside Date (and any fraudulent, wilful or intentional breach shall be deemed to be incapable or being cured), or if the Receiving Party is not proceeding diligently to cure such matter to the satisfaction of the Terminating Party, acting reasonably, no cure period shall be provided in respect of such matter and the Terminating Party may exercise such termination. If a Termination Notice has been delivered to IPL or Pembina within 15 business days prior to the date of the IPL Shareholders' Meeting or the Pembina Shareholders' Meeting, respectively, then IPL or Pembina, as the Receiving Party, as the case may be, may elect to postpone the meeting of its shareholders until the expiry of such period.

Neither Pembina nor IPL may rely, either as a basis for not consummating the conditions contemplated by this Agreement or terminating this Agreement and abandoning the Arrangement, on the failure of any condition set forth in Sections 6.1, 6.2 or 6.3, as the case may be, to be satisfied if such failure was primarily caused by, or primarily resulted from, such Party's failure to perform any of its covenants or agreements under this Agreement.

Subject to applicable Law, the conditions set out in Sections 6.1, 6.2 and 6.3 shall be conclusively deemed to have been satisfied, waived or released upon the issuance of a Certificate in respect of the Arrangement.

Article 7
ADDITIONAL Covenants Regarding Non-Solicitation

provided, however, that notwithstanding any other provision hereof, IPL and its Representatives may, prior to the approval of the Arrangement Resolution at the IPL Shareholders' Meeting:

In addition, if Brookfield (or any affiliate thereof) amends the amount or form of the consideration offered under the Existing Bid or announces its intention to do so (each, an "Amended Bid"), and whether or not such Amended Bid is determined to constitute a Superior Proposal for the purposes of the preceding paragraph, if requested by Pembina, IPL shall, and shall cause its financial and legal advisors to, negotiate in good faith with Pembina and its financial and legal advisors in order to allow Pembina to make any increases to the Exchange Ratio or other adjustments in the consideration offered or to otherwise amend the terms and conditions of this Agreement and the Arrangement (which for clarity, shall not be less favourable to IPL or the IPL Shareholders than those included in this Agreement and the Arrangement). In the event that the Amended Bid is made or announced on a date which is less than five business days prior to the IPL Shareholders' Meeting, Pembina shall be entitled to (i) adjourn or postpone the Pembina Shareholders' Meeting, and (ii) require IPL to adjourn or postpone the IPL Shareholders' Meeting, in each case to a date that is not more than 10 business days after the date of such notice.

Article 8
TERMINATION AND FEES AND EXPENSES

This Agreement may be terminated at any time prior to the Effective Date:

For purposes of the foregoing, the term "Acquisition Proposal" shall have the meaning assigned to such term in paragraphs (a) to (d) of the definition of "Acquisition Proposal" set forth in Section 1.1, except that references to "20% or more of the voting securities of IPL" shall be deemed to be references to "50% or more", and "20% or more" in relation to IPL's revenues or earnings on a consolidated basis shall instead be construed to refer to "50% or more".

provided that the Reverse Termination Fee will not be payable pursuant to this Section 8.3(e) if (A) the failure of such conditions to be satisfied has been caused by, or is a result of, the failure of IPL to perform any of its covenants or agreements under this Agreement, and (B) Pembina has complied, in all material respects, with its obligations in Section 5.4(d) in respect of obtaining the Competition Act Approval.

Each Party shall pay all fees, costs and expenses incurred by such Party in connection with this Agreement and the Arrangement. Pembina and IPL shall share equally any filing fees and applicable Taxes payable for or in respect of any application, notification or other filing made in respect of any regulatory process in respect of the transactions contemplated by the Arrangement, including under the Competition Act and any other Key Regulatory Approvals.

Article 9
GENERAL PROVISIONS

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Pembina Shareholders' Meeting and the IPL Shareholders' Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, subject to the Interim Order, the Final Order and applicable Laws. IPL hereby agrees to cooperate with Pembina and its tax advisors to structure the Arrangement in a tax effective manner, and IPL hereby further agrees to amend the Plan of Arrangement in such manner as deemed necessary or desirable by Pembina and its tax advisors, acting reasonably, in order to have the Arrangement structured in a tax effective manner, provided that IPL shall not be obligated to consent or agree to any amendments that have the effect of reducing the consideration to be received under the Arrangement by the IPL Shareholders.

Either Party may: (a) extend the time for the performance of any of the obligations or other acts of the other Party; (b) waive compliance with any of the other Party's agreements or the fulfillment of any conditions to its own obligations contained herein; and (c) waive inaccuracies in any of the other Party's representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and such waiver shall apply only to the specific matters identified in such instrument.

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by email, or as of the following business day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by either Party by notice to the other Party given in accordance with these provisions):

This Agreement: (a) together with the Confidentiality Agreements and any other subsequent written agreement that addresses confidentiality between the Parties, constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof; and (b) shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties without the prior written consent of the other Party.

Time shall be of the essence in this Agreement.

Each Party shall, from time to time and at all times hereafter, at the request of the other Party, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

Pembina and IPL agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement or the Confidentiality Agreements or any other subsequent written agreement that addresses confidentiality between the Parties were not performed by the other Party in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party shall be entitled to an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of the provisions of this Agreement or the Confidentiality Agreements or any other subsequent written agreement that addresses confidentiality between the Parties or to otherwise obtain specific performance of any such provisions, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived.

The provisions of Sections 5.3(b), 5.3(c) and 5.8: (a) are intended for the irrevocable benefit of the Persons referenced therein, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his or her heirs, executors, administrators and other legal representatives (collectively, the "Third Party Beneficiaries") and Pembina shall hold the rights and benefits of Section 5.8 in trust for and on behalf of the Third Party Beneficiaries and Pembina hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the Third Party Beneficiaries; and (b) are in addition to, and not in substitution for, any other rights that the Third Party Beneficiaries may have by contract or otherwise. Except as provided in this Section 9.9, this Agreement shall not: (a) confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns; (b) constitute or create an employment agreement with any employee, create any right to employment or continued employment or service, or to a particular term or condition of employment; or (c) be construed to establish, amend, or modify any IPL Employee Plan or any other benefit or compensation plan, program, agreement or arrangement.

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Alberta and the Laws of Canada applicable therein, and the Parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of Alberta.

No director or officer of Pembina shall have any personal liability whatsoever to IPL under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of Pembina. No director or officer of IPL shall have any personal liability whatsoever to Pembina under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of IPL.

If any one or more of the provisions or parts thereof contained in this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

This Agreement may be executed by electronic signature and in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page – Arrangement Agreement]

SCHEDULE A

PLAN OF ARRANGEMENT
respecting
INTER PIPELINE LTD.
made pursuant to
Section 193 of the Business Corporations Act (Alberta)

Article 2
ARRANGEMENT AGREEMENT

Article 3
ARRANGEMENT

IPL Rights Plans

Dissenting IPL Shareholders

Acquisition of IPL Common Shares by Pembina

Amalgamation

Article 4
Dissenting IPL ShareholderS

Article 5
OUTSTANDING CERTIFICATES AND FRACTIONAL SHARES

Article 6
AMENDMENTS

Article 7
FURTHER ASSURANCES

SCHEDULE B

FORM OF ARRANGEMENT RESOLUTION

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(1)       The arrangement (the "Arrangement") under section 193 of the Business Corporations Act (Alberta) (the "ABCA") involving Inter Pipeline Ltd. (the "Company"), as more particularly described and set forth in the joint management proxy circular of Pembina Pipeline Corporation ("Pembina") and the Company accompanying the notice of this meeting, as the Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.

(2)       The plan of arrangement (the "Plan of Arrangement") involving the Company, the full text of which is set out as Schedule A to the Arrangement Agreement made as of May 31, 2021 between Pembina Pipeline Corporation and the Company (the "Arrangement Agreement"), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.

(3)       The Arrangement Agreement, the actions of the directors of the Company in approving the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any amendments thereto in accordance with its terms are hereby ratified and approved.

(4)       Notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted) by the IPL Shareholders (as defined in the Arrangement Agreement) or that the Arrangement has been approved by the Court of Queen's Bench of Alberta, the directors of the Company are hereby authorized and empowered, without further notice to or approval of the IPL Shareholders (i) to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement and the Plan of Arrangement, and (ii) subject to the terms of the Arrangement Agreement, to disregard the IPL Shareholders' approval and not proceed with the Arrangement.

(5)       Any one director or officer of the Company be and is hereby authorized and directed for and on behalf of the Company to execute, under the corporate seal of the Company or otherwise, and to deliver to the Registrar under the ABCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement.

(6)       Any one director or officer of the Company be and is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing.

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF PEMBINA

Without limiting the foregoing, the Pembina Financial Statements reflect reasonable reserves in accordance with IFRS for contingent liabilities relating to pending litigation and other contingent obligations of Pembina and its Subsidiaries.

except, in the case of each of clauses (A)(2), (B) or (C) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, creations of Encumbrances, suspensions or revocations which, or any consents, approvals or notices which if not given or received, would not materially adversely affect Pembina and its Subsidiaries, taken as a whole.

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF IPL

except, in the case of each of clauses (A)(2), (B) or (C) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, creations of Encumbrances, suspensions or revocations which, or any consents, approvals or notices which if not given or received would not materially adversely affect IPL and its Subsidiaries, taken as a whole.

Without limiting the foregoing, the IPL Financial Statements reflect reasonable reserves in accordance with IFRS for contingent liabilities relating to pending litigation and other contingent obligations of IPL and its Subsidiaries.