Pembina appointed a new vice president responsible for sustainability, and introduced an ESG management steering committee focused on ESG risks and opportunities.

The board approved changes to Pembina’s short-term incentive plan to include ESG metrics as a significant component. We believe that linking compensation to corporate performance on ESG factors aligns with long-term value creation and our stakeholders’ interests.

The board is very supportive of management’s ongoing development of a strategy to reduce greenhouse gas emissions intensity and set related targets.

Pembina published its second full-length sustainability report, which includes enhanced disclosure on emissions, water, waste management and workforce, as well as a listing of top ESG risks. The board is pleased with the enhanced disclosure, which aligns with our commitment to continuous improvement, transparency and engagement.

The board strongly believes that diversity at the board level and across the organization is key to delivering sustained, long-term value to stakeholders.

Diversity on the board is critical to good governance. Having directors with a range of perspectives allows for more fulsome discussion and improves decision-making. With the appointment of Cynthia Carroll to the board this year, women now represent 36% of our directors. While we are proud of the progress we have made, we recognize that we can do better, and in 2020 approved specific board diversity targets for gender representation and

Diversity targets

The board approved specific diversity targets under its board diversity policy.

The board and management have committed to increasing diversity at the executive level by 2025.

additional targets for representation of other minority groups on the board. We are also actively overseeing Pembina’s progress on inclusion and diversity throughout the organization.

You are invited to our 2021 annual meeting (the meeting) of common shareholders:

Where to get a copy of the 2021 management information circular

When     May 7, 2021

                2:00 p.m. (Mountain time)

If you are a registered common shareholder or you have given us instructions to send you printed documents, your management information circular is attached to this notice.

Where    Virtual-only meeting

               live audio webcast online at

                https://web.lumiagm.com/475399186

We will cover five items of business – see Business of the meeting in our 2021 management information circular:

1.  Receive our 2020 audited consolidated financial statements and the auditors’ report thereon.

2.  Vote on electing the directors.

3.  Vote on appointing the auditors.

4.  Vote on our approach to executive compensation.

5.  Vote on any other business that properly comes before the meeting.

Your vote is important

Our 2021 management information circular includes important information about the meeting and the voting process. Please read it carefully before you vote.

We mailed you a copy of our 2020 audited consolidated financial statements and the auditors’ report if you asked us to (in accordance with applicable corporate and securities laws). You can also find a copy of our financial statements on our website (www.pembina.com), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov).

To mitigate the risks to the health and safety of our communities, shareholders, employees and other stakeholders in light of the COVID-19 pandemic, we are holding a virtual-only meeting. The meeting will be held by live audio webcast. Every shareholder and duly appointed proxyholder, regardless of geographic location and ownership, will have an equal opportunity to participate at the meeting and vote on the matters to be considered at the meeting. You will find detailed instructions about how to participate in the meeting in this notice and in the management information circular starting on page 6. There are different processes if you are a registered shareholder or a beneficial shareholder. Most of our shareholders are beneficial shareholders, meaning that you hold your shares through a bank, broker or other such institution. Closely follow the instructions in this notice, and in your voting information form.

By order of the board,

(signed) “Brenda Rawcliffe”

Brenda Rawcliffe

Corporate Secretary

Pembina Pipeline Corporation

Calgary, Alberta

March 19, 2021

We use the notice and access procedures to deliver meeting materials (this notice and the management information circular) to beneficial holders of our common shares. Notice and access are a set of rules developed by the Canadian Securities Administrators that allows companies to post meeting materials online, reducing paper and mailing costs.

If you are a beneficial common shareholder, you can view the management information circular at: www.sedar.com or

www.pembina.com/Investor-Centre/shareholder- information/

If you would like us to mail you a paper copy of the management information circular instead, please contact us:

· online:    www.pembina.com/Investor-

                      Centre/Shareholder-information

· by phone: 1-855-880-7404

· by email:   investor-relations@pembina.com

We will send it free of charge, but we need your request at least five days before the proxy deposit date listed on the enclosed voting instruction form, and within one year of filing the management information circular on SEDAR.

How to vote

If you are a beneficial common shareholder, complete and return your voting instruction form at least one business day before the proxy deposit date of May 5, 2021 at 2:00 p.m. (Mountain time), or as listed on the attached voting instruction form.

You cannot vote by returning this notice. If you want to attend the virtual meeting and vote your shares, you must appoint yourself as a proxyholder.

Send your voting instructions to us:

· online :      www.proxyvote.com

· by phone: 1-800-474-7493 (English)

                      1-800-474-7501 (French)

                      1-800-454-8683 (United States)

· by fax:       905-507-7793

· by mail:     Data Processing Centre

                       PO Box 2800 STN LCD Malton

                       Mississauga, Ontario L5T 2T7

If you have questions about notice and access, call us toll-free at 1-855-880-7404.

You have received this document because you owned Pembina shares on March 19, 2021 (the record date) and are entitled to vote at our 2021 annual meeting of common shareholders, which will be held on May 7, 2021, or at a reconvened meeting if the meeting is postponed or adjourned. The meeting will be held in a virtual-only format, as a live audio webcast. All shareholders and duly appointed proxyholders can participate. You cannot attend the meeting in person.

The full webcast of the meeting will be available on our website after the event, including any questions we receive during the meeting and our answers.

All information in this circular is provided as of March 19, 2021 and all dollar amounts are in Canadian dollars, unless we note otherwise.

You will find financial information about Pembina in our annual audited consolidated financial statements and management’s discussion and analysis of our financial and operating results (MD&A) for the year ended December 31, 2020. Contact us for a copy of these documents. You can also find these documents and other important information about Pembina on our website (www.pembina.com), on SEDAR

(www.sedar.com) and on EDGAR (www.sec.gov).

In this document

· meeting means the annual meeting of common shareholders to be held as a virtual-only meeting on May 7, 2021

· you, your and shareholders mean holders of Pembina shares

· we, us, our, Pembina and the company mean Pembina Pipeline Corporation and our consolidated subsidiaries

· common shares, shares and Pembina shares mean common shares in the capital of Pembina

· circular means this management information circular

· board means Pembina’s board of directors

Our principal corporate and registered office

Pembina Pipeline Corporation

4000, 585 – 8th Avenue S.W.

Calgary, Alberta

T2P 1G1

T. 403-231-7500

F. 403-237-0254

2020 awards and achievements

· 2020 Canada’s Top 100 Employers by Canada’s Top 100

· 2020 Alberta’s Top 75 Employers

· $5.3 million invested in our communities through charitable contributions, including flagship partnerships with Breakfast Club of Canada and Ducks Unlimited Canada

· $3.3 million raised for United Way and other charities across Canada through employee donations and company matching

Appoint yourself as the duly appointed proxyholder by printing your own name in the blank space provided for the proxyholder on the proxy or voting instruction form. Then return the form in the envelope provided (or by following the instruction on the form). Do not complete the rest of the form or mark your voting instructions on the form, because your vote will be taken at the meeting.

Register online with Computershare online by going to www.computershare.com/pembina before 2:00 p.m. (Mountain Time) on May 5, 2021 and input your name and contact information.

Log in online at https://web.lumiagm.com/475399186. We recommend visiting the site before the meeting starts to make sure it works on your computer or device. You must stay connected to the internet for the entire meeting.

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

Enter the password (case sensitive): pembina2021

Complete the ballot online during the meeting.

Log in online at https://web.lumiagm.com/475399186. We recommend visiting the site before the meeting starts to make sure it works on your computer or device. You must stay connected to the internet during the meeting.

Select “I have a Control Number/Username” and enter your 15-digit control number (this is your username and you will find it on the bottom left corner of the first page of the enclosed proxy form).

Enter the password (case sensitive): pembina2021

Complete the ballot online during the meeting.

Online: Go to www.investorvote.com. You will need to enter your 15-digit control number (located on the bottom left corner of the first page of the enclosed proxy form) to identify yourself as a shareholder on the voting website

By phone: Call 1-866-732-VOTE (8683) toll-free and follow the instructions. You will need to enter your 15-digit control number (located on the bottom left corner of the first page of the enclosed proxy form) to identify yourself as a shareholder on the telephone voting system;

By mail: Complete the enclosed proxy form, sign and date it and return it in the enclosed envelope.

Appoint your proxyholder as a duly appointed proxyholder by printing his or her name in the blank space provided on your proxy or voting instruction form. Then return the form in the envelope provided (or by following the instructions on the form).

Register your proxyholder online with Computershare by going to www.computershare.com/pembina before 2:00 p.m. (Mountain time) on May 5, 2021 and inputting their name and contact information.

Log in online at https://web.lumiagm.com/475399186. We recommend visiting the site before the meeting starts to make sure it works on the computer or device the proxyholder is using. Your proxyholder must stay connected to the internet for the entire meeting.

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

Enter the password (case sensitive): pembina2021

Complete the ballot online during the meeting.

Shareholder proposals

If you want to present a shareholder proposal at our 2022 annual meeting, you must submit it by February 4, 2022 to be considered for inclusion in next year’s management information circular.

Send your shareholder proposals to:

Corporate Secretary

Pembina Pipeline Corporation

4000, 585 – 8 Avenue SW

Calgary, AB T2P 1G1

Chair

Director since March 2007

Calgary, Alberta

Canada

Randall J. Findlay (70) | Independent

2020 voting results: 97.65% for, 2.35% withheld

Mr. Findlay was the President of Provident Energy Trust (Provident) from 2001 until his retirement in 2006. He was a director of Provident from 2001 to 2012. Before that he held various executive positions in the oil and gas industry over 30 years, including senior positions at NOVA Corporation and TransCanada Pipelines Limited.

Mr. Findlay has been a director of over 15 public and private companies. He has also chaired the board of a number of not-for-profit organizations and campaigns. He is the past chair of the Alberta Children’s Hospital Foundation and the current chair of the Alberta Children’s Hospital Research Institute Strategic Advisory Board.

Mr. Findlay is a professional engineer and has a Bachelor of Applied Science in chemical engineering from the University of British Columbia. He is a graduate of the Institute of Corporate Directors Education Program and holds the ICD.D designation.

¹Mr. Findlay was a director of Spyglass Resources Corp. (a TSX listed company) from March 2013 until May 13, 2015. Spyglass Resources Corp., an intermediate oil and gas exploration and production company, was placed into receivership by a syndicate of its lenders on November 26, 2015.

Director since October 2014

Houston, Texas

U.S.

Anne-Marie N. Ainsworth (64) | Independent

2020 voting results: 97.00% for, 3.00% withheld

Ms. Ainsworth served as President and Chief Executive Officer of Oiltanking Partners, L.P. and Oiltanking Holding Americas, Inc. from November 2012 to March 2014. She is currently on the boards of Kirby Corporation, HollyFrontier Corporation and Archrock, Inc. Ms. Ainsworth has extensive experience in the oil industry and has held several senior management positions throughout her career.

Ms. Ainsworth was Senior Vice President of Refining at Sunoco Inc. (2009 to 2012) and previously was the General Manager of the Motiva Enterprises, LLC (Motiva) refinery in Norco, Louisiana (2006 to 2009). Before she joined Motiva, Ms. Ainsworth was director of process safety management systems and business improvement leader at Shell Oil Products U.S. (2003 to 2006) and Vice President of Technical Assurance at Shell Deer Park Refining Company (2000 to 2003).

Ms. Ainsworth graduated cum laude from the University of Toledo with a Bachelor of Science in chemical engineering. She holds a Master of Business Administration from Rice University, where she also served as an adjunct professor (2000 to 2009). She is a graduate of the Institute of Corporate Directors Education Program and holds the ICD.D designation.

Director since May 2020

Naples, Florida

U.S.

Cynthia Carroll (64) | Independent

2020 voting results: N/A

Ms. Carroll began her career as an exploration geologist at Amoco Production Company in Denver, Colorado before joining Alcan Aluminum Corporation (Alcan). She held various executive roles at the company including President of Bauxite, Alumina and Specialty Chemicals and Chief Executive Officer of the Primary Metal Group, Alcan’s core business. From 2007 to 2013, Ms. Carroll served as the Chief Executive Officer of Anglo American plc, which was, at the time, one of the largest and most diversified mining companies in the world.

Ms. Carroll sits on the boards of Hitachi Ltd., American Securities LLC, Prince International Corporation (a private company), Baker Hughes Company, and Glencore plc. She previously chaired the boards of Anglo American Platinum Ltd., De Beers Société Anonyme and the World Economic Forum, Mining and Metals Industry group. She has also served on the boards of BP, the International Council on Mining and Metals, the International Aluminum Institute, The American Aluminum Association, Sara Lee Corporation and Century Aluminum Company

Ms. Carroll holds a bachelor’s degree in Geology from Skidmore College, a Master of Science degree in Geology from the University of Kansas, and a Master of Business Administration from Harvard University. She was awarded an Honorary Doctorate of Science from the University of Exeter, Honorary Doctorate of Laws from Skidmore College and an Honorary Doctorate of Economics from the University of Limerick. She is a fellow of the Royal Academy of Engineers and a Fellow of the Institute of Materials, Minerals and Mining. Ms. Carroll is a member of the Institute of Corporate Directors.

¹Ms. Carroll was appointed to the board of directors, the human resources, health and compensation committee and the safety and environment committee on May 8, 2020 and attended all meetings after her appointments.

Director since January 2014

Calgary, Alberta

Canada

2020 voting results: 99.75% for, 0.25% withheld

Mr. Dilger was appointed CEO of Pembina in January 2014. Before that, he was Pembina’s President and Chief Operating Officer (February 2012 to December 2013), Chief Operating Officer (November 2008 to February 2012) and Vice President, Business Development (2005 to 2008).

Before joining Pembina, Mr. Dilger worked as a senior executive in various finance and business development positions in oil and gas and infrastructure companies, ranging from companies in the initial capitalization phase to subsidiaries of multi-national corporations, including NOVA Corporation and TransCanada PipeLines Limited. His expertise includes corporate and strategic development, acquisitions and divestitures, and finance and business development. Mr. Dilger was co-chair of the 2016 United Way of Calgary campaign.

Mr. Dilger has been a Chartered Professional Accountant since 1989 and holds a Bachelor of Commerce degree from the University of Calgary. He is a member of the Institute of Corporate Directors.

¹Mr. Dilger attended all board meetings in 2020 as a director and CEO and all committee meetings in 2020 in his capacity as CEO.

shares

performance

share units

Meets share ownership guidelines

(including 50% common shares) ³

 ²Based on $36,75, the closing price of our common shares on the TSX on March 18, 2021. Mr. Dilger is not entitled to deferred share units issued under our deferred share unit plan. Restricted and performance share units include units issued under our share unit plan and units accrued as dividend equivalents (see Executive compensation on page 65 for more information).

 ³Not including the value of performance share units.

Director since May 2020

Houston, Texas

U.S.

Robert G. Gwin (57) | Independent

2020 voting results: 99.81% for, 0.19% withheld

Mr. Gwin was President of Anadarko Petroleum Corporation (Anadarko), one of the world’s largest independent oil and natural gas exploration and production companies, until its acquisition by Occidental Petroleum Corporation in late 2019. He previously was Executive Vice President, Finance and Chief Financial Officer of Anadarko from 2009 to 2018. Mr. Gwin joined Anadarko in 2006 and was a member of Anadarko’s executive committee since 2008. Concurrently, he also served as Chairman of the Board of Western Gas Partners, LP (WES), a large U.S. oil and natural gas midstream company, from 2010 to 2018, and previously as WES’s President and CEO from 2007 to 2010.

Earlier in his career, Mr. Gwin held various positions in corporate finance and executive management.

Mr. Gwin currently chairs the board of directors of Enable Midstream Partners, LP.

Mr. Gwin served as a director of WES from 2007 to 2019, and as a director of LyondellBasell Industries, N.V. from 2011 to 2018, including serving as its Chairman from 2013 to 2018. He has also served as a director of several non-public entities throughout his career. He holds a Bachelor of Science degree from the University of Southern California and a Master of Business Administration degree from the Fuqua School of Business at Duke University. He also earned the Chartered Financial Analyst (CFA) designation from the CFA Institute. He is a member of the Institute of Corporate Directors.

¹Mr. Gwin was elected to the board of directors at the annual meeting of common shareholders of Pembina and appointed to the human resources, health and compensation committee and the governance, nominating and corporate social responsibility committee on May 8, 2020. He attended all board and committee meetings after his election and appointment.

shares

units

Meets share ownership guidelines

(including 50% common shares)

²Deferred share units include units issued under our deferred share unit plan and units accrued as dividend equivalents (see Director compensation on page 62 for more information) and their value is based on $36.75, the closing price of our common shares on the TSX on March 18, 2021.

³Mr. Gwin has five years from the date of his appointment to the board on May 8, 2020 to meet the guidelines.

Director since October 2017

Vancouver, British Columbia

Canada

Maureen E. Howe (63) | Independent

2020 voting results: 99.22% for, 0.78% withheld

Ms. Howe was a Research Analyst and Managing Director at RBC Capital Markets in equity research
from 1996 until 2008. She specialized in the area of energy infrastructure, which included power
generation, transmission and distribution, oil and gas transmission and distribution, gas processing,
and alternative energy. Prior to joining RBC Capital Markets, Ms. Howe held various positions in the
area of capital markets, including investment banking, portfolio management, and corporate finance.

Ms. Howe is a director of Methanex Corporation and is the Chairperson of the University of British
Columbia Phillips, Hager & North Centre for Financial Research. She previously served on the board of
directors and acted as chair of the audit committee of Mosaic Forest Management Corp.

Ms. Howe has a Bachelor of Commerce (Honours) from the University of Manitoba and a Ph.D. in
Finance from the University of British Columbia. She is a member of the Institute of Corporate
Directors.

Director since January 2015

Calgary, Alberta

Canada

Gordon J. Kerr (67) | Independent

2020 voting results: 96.47% for, 3.53% withheld

Mr. Kerr was President and Chief Executive Officer and director of Enerplus Corporation (a TSX and NYSE-listed company) from May 2001 until July 2013. He is a past Chairman of the Canadian Association of Petroleum Producers, a former director of Deer Creek Energy Limited and Laricina Energy Ltd., and a past member of the Canadian Council of Chief Executives.

He has gained extensive management experience in leadership positions at various oil and gas companies since launching his career in 1979. He started his employment with Enerplus Corporation and its predecessor firms in 1996, and held positions of increasing responsibility, including the positions of Chief Financial Officer and Executive Vice President.

Mr. Kerr is a member of the Management Advisory Council of the Haskayne School of Business at the University of Calgary.

Director since August 2010

Toronto, Ontario

Canada

David M.B. LeGresley (62) | Independent

2020 voting results: 97.18% for, 2.82% withheld

Mr. LeGresley has extensive experience in the financial services industry, including as a senior executive at National Bank Financial for 12 years, in several roles, including Head of Corporate and Investment Banking, and most recently Vice Chair. Before that, he held investment banking positions at Salomon Brothers Canada and CIBC Wood Gundy.

Mr. LeGresley currently chairs the board of directors of Equitable Group Inc. (and subsidiary Equitable Bank Inc.).

He received a Bachelor of Applied Science in Engineering from the University of Toronto and a Master of Business Administration from Harvard Business School. Mr. LeGresley is a graduate of the Institute of Corporate Directors Education Program and holds the designation ICD.D.

Director since December 2008

Calgary, Alberta

Canada

Leslie A. O’Donoghue (58) | Independent

2020 voting results: 96.06% for, 3.94% withheld

Ms. O’Donoghue retired from Nutrien Ltd. at the end of 2019, after 20 years with the company. Her most recent roles were Executive Vice President & Chief Strategy & Corporate Development Officer and Executive Advisor to the CEO. While at Agrium Inc., the predecessor to Nutrien Ltd. prior to its merger with Potash Corporation of Saskatchewan, Ms. O’Donoghue held a number of roles including, Executive Vice President, Corporate Development & Strategy & Chief Risk Officer, Executive Vice President, Operations and Chief Legal Officer. Ms. O’Donoghue currently sits on the board of directors of Methanex Corporation and Richardson International Limited (a private company).

Before joining Agrium Inc. in 1999, Ms. O’Donoghue was a partner in the national law firm of Blake, Cassels & Graydon LLP.

She has a Bachelor of Economics from the University of Calgary and Bachelor of Laws from Queen’s University. She was admitted to the Alberta Bar in 1989. Ms. O’Donoghue is a member of the Institute of Corporate Directors.

Director since May 2017

Swarthmore, Pennsylvania U.S.

Bruce D. Rubin (64) | Independent

2020 voting results: 99.81% for, 0.19% withheld

Mr. Rubin has over 40 years of experience, including various executive and advisory positions and board memberships in the energy, refining and petrochemical sectors. He was CEO of Sunoco Chemicals Inc. (Sunoco Chemicals) and a Senior Vice President of Sunoco Inc. (2008 to 2010) and held various other executive positions during a 32-year career with that company. Mr. Rubin was the first CEO of Braskem America, Inc. (Braskem America), and he served with Braskem America in an executive capacity from 2010 until 2013. He oversaw the successful transition of Sunoco Chemicals to Braskem America and supported the successful acquisition by Braskem America of the polypropylene business of The Dow Chemical Company. Mr. Rubin was an advisor and director for Braskem America from 2014 to 2017.

Mr. Rubin serves on the board of DISA Global Solutions (a Court Square Capital Partners company) and the M. Holland Company. He served on the board of directors of Sylvatex Inc. from 2012 to 2016 and is currently an advisor to the company. He was an Executive Advisor for Court Square Capital Partners (2013 to 2015) and was an Operating Advisor for The Carlyle Group (2015 to 2017).

He has a Master of Business Administration from Widener University and a Bachelor of Science in chemical engineering from the University of Pennsylvania. He is a member of the Institute of Corporate Directors.

Director since October 2017

Calgary, Alberta

Canada

Henry W. Sykes (62) | Independent

2020 voting results: 97.28% for, 2.72% withheld

Mr. Sykes is the former President and director of MGM Energy Corp., a Canadian public energy company focused on the acquisition and development of hydrocarbon resources in Canada’s Northwest Territories and Arctic regions (January 2007 to June 2014). He was President of ConocoPhillips Canada (2001 to 2006) and Executive Vice-President, Business Development of Gulf Canada Resources Ltd. before that.

Mr. Sykes began his career as a lawyer and specialized in mergers and acquisitions, securities and corporate law. He is past Chair and member of the boards of Arts Commons and The Arctic Institute of North America, and a director of several private companies involved in the oil and gas industry.

He has a Bachelor of Arts in economics from McGill University, a law degree from the University of Toronto and a Master of Law degree from the London School of Economics. He is a member of the Institute of Corporate Directors.

¹ Mr. Sykes was a director of Parallel Energy Trust (a TSX listed company) from March 2011 to February 2016. Parallel Energy Trust filed an application in the Court of Queen’s Bench of Alberta for creditor protection under the Companies’ Creditors Arrangement Act (Canada) and voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. In the Chapter 11 proceedings, the U.S. Bankruptcy Court approved the sale of the assets of Parallel Energy Trust and the sale closed on January 28, 2016. On March 3, 2016, the Canadian entities of Parallel Energy Trust filed for bankruptcy under the Bankruptcy and Insolvency Act (Canada) and a notice to creditors was sent by the trustee on March 4, 2016.

Deferred

share units

Meets share ownership guidelines

(including 50% common shares)

²Based on $36.75, the closing price of our common shares on the TSX on March 18, 2021. Deferred share units for directors include units issued under our deferred share unit plan and units accrued as dividend equivalents (see Director compensation on page 62 for more information).

Governance

Good governance is important for all our stakeholders – our customers, our investors, our employees and the communities we operate in. Strong stewardship by the board, and high standards of governance and ethics throughout our business, are essential for achieving our purpose and operating our business effectively.

Our governance practices meet or exceed legal and stock exchange requirements that apply to us. We also regularly benchmark ourselves against our peers to ensure we are following best practices. We continue to focus on ensuring our practices are aligned with our TSX 60 peer group.

Governance guidelines

Our purpose

Pembina’s objective is to be the leader in delivering integrated infrastructure solutions connecting global markets. We believe we can achieve this vision if:

· Customers choose us first for reliable and value-added services

· Investors receive industry leading returns

· Employees say we are the ‘employer of choice’ and value our safe, respectful, collaborative and fair work culture; and

· Communities welcome us and recognize the net positive impact of our social and environmental commitment.

●  enhancing and preserving value;

· protecting dividends;

· meeting our commitment to our purpose and our four stakeholder groups: customers, investors, employees and communities; and

· operating in a safe, reliable and environmentally responsible way.

Our governance guidelines set out our commitment to principles of good governance.

2020 updates to our governance guidelines

· Added more formality to board assessments, including individual performance evaluations and the engagement of a third-party independent advisor every three years

· Added specific diversity targets, and adopted them under the board diversity policy (see page 36).

The board’s mandate

The board of directors oversees our business, provides guidance to management, monitors management’s activities and sets corporate policy. The board is also responsible for developing our approach to corporate governance, including policies,

You can find a copy of the board’s charter on our website (www.pembina.com).

standards and practices that ensure we operate ethically and meet or exceed the laws and regulations that apply to us.

ensuring an ethical culture;

strategic planning;

enterprise risk management, including insurable risks;

financial management and reporting;

succession planning and diversity; and

officer compensation.

eliminating unlawful discrimination and harassment in the workplace;

recognizing the legal rights of all individuals and communities, including women, Indigenous peoples, persons with disabilities, members of other racial, ethnic and/or visible minorities, and the economically disadvantaged;

respecting the importance of the environment in the communities in which we operate;

respecting personnel’s rights related to freedom of association and collective bargaining;

recognizing the right to water as a fundamental human right; and

addressing risks of modern slavery, forced labour and child labour (as applicable, recognizing that the risk of these human rights violations is low because of the primary geography of Pembina’s operations).

Shareholder engagement

We engage with our shareholders through accurate and consistent public reporting, as well as open dialogue about our strategy, performance and business activities. We provide ongoing information to our shareholders in our annual report, management information circular, annual information form, quarterly reports, news releases, sustainability report, website,

2020 highlights

· Held our first-ever virtual annual meeting of shareholders

· Participated in 27 investor conferences and management road shows, 20 of which were held virtually.

Our shareholder engagement program is formally set every year, and follows a consistent pattern of investor conferences, management road shows, industry-specific conferences, one-on-one meetings, and site tours. We endeavor to host an investor day every year during which our management team provides in-depth information about our strategy, operations, growth projects and financing plans. In order to comply with social distancing and travel restrictions as a result of the COVID-19 pandemic, we did not host an investor day in 2020 but look forward to continuing this tradition in the future.

We also ask investors for feedback at all engagement opportunities, as well as by email and by telephone, and our investor relations group has

Disclosure policy

Pembina is committed to providing material information to shareholders and the public in a timely, accurate and balanced fashion. We have a disclosure policy that applies to all directors, executives, employees and any other person authorized to speak on our behalf, that sets out our procedures for timely dissemination of material information to the public. We also have a disclosure committee made up of the chief executive officer and senior vice presidents who are responsible for reviewing and approving all material disclosure before it is released publicly. We regularly review our disclosure policy and update it as appropriate.

formal and informal interactions with shareholders about specific questions. Occasionally, members of the board, including the chair, will participate in these activities with management. Management regularly provides the board with feedback from our shareholders, both about our company and about more general themes related to our industry.

Strategic planning oversight

The board oversees the development and execution of our long-term strategic plan and shorter-term objectives and initiatives. Pembina is committed to growing shareholder value through strategic project development and acquisitions that support the long-term success of both our company and our customers.

The board holds two dedicated strategy sessions every year. At these

2020 highlights

Key areas of focus this year were our management of the COVID-19 pandemic and its impact on our employees, customers and investors, our ESG strategy, business diversification and the energy transition. You can read more about the pandemic and our response on page 2.

sessions, the board meets with management to review Pembina’s current activities, long-range financial forecast and future growth opportunities, including input from third-party advisors from time to time about industry or other

generate 80% of adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) (see About non-GAAP measures on page 100) from fee-for-service business;

maintain a strong “BBB” credit rating;

maintain a strong customer base of 75% or greater of investment grade or secured counterparties; and

target dividend payout of <100% of fee-for-service cash flow.

To facilitate our risk review, we have an enterprise risk committee made up of members of management. The committee meets at least quarterly to review the performance, appropriateness and the current business environment surrounding our risk management activities. The committee requests each division’s leadership team to identify the top risks for their businesses. The committee conducts roundtable discussions and divides Pembina’s top risks into three categories:

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

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

· Black swan: risks that are remote, and no current mitigation is in place or contemplated.

A senior officer is assigned to every risk that requires new action or that has a mitigation strategy but may need adaptation or adjustment.

Management reports periodically to the board of directors about the risks that have been identified and, at least once a year, presents to the board of directors a summary of the enterprise risk committee’s review of risk identification, management and reporting, and any deficiencies identified. The governance, nominating and corporate social responsibility committee reviews the risk oversight functions of the board and board committees to confirm that identified risk oversight is appropriately allocated.

The ERM process also guides our materiality and disclosure decisions in relation to risks, based on the overriding principle that risks must be disclosed if they would most likely influence an investor’s decision to purchase securities of the company, and weighing both the probability of an outcome as well as the potential financial impact to the

company. You can find a complete listing and explanation of our risk factors under the heading Risk factors in our annual information form (AIF) on our website (www.pembina.com), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov).

Our 2020 ERM process identified 7 risks, listed to the right, that may require new action. For these top risks the enterprise risk committee identified potential impacts, mitigation strategies currently in place, emerging risks, and proposed additional mitigation approaches.

Risk exposure prompting action

· Project execution and capital cost efficiency

· Business optimization and productivity

· Western Canadian Sedimentary Basin growth/energy transition

· ESG strategy

· Access to capital and insurance capacity

· Lack of diversification (demand pull customers/business)

· Process safety implementation

Environmental, social and governance oversight

The board oversees sustainability at Pembina and recognizes the importance of ESG factors to Pembina’s long-term success.

Corporate social responsibility, Pembina’s overall sustainability and our sustainability report are the responsibility of the governance, nominating and corporate social responsibility committee. The safety and environment committee oversees environmental risks and policies. A new ESG steering committee, introduced in late 2020 and made up of members of management, meets regularly to review ESG-related risks and opportunities, updates our ESG strategy quarterly, and reports quarterly to the governance, nominating and corporate social responsibility committee

Pembina’s purpose includes a commitment to having a net positive impact on our stakeholders, and this is reflected in our policies and approach to health, safety and asset integrity, environmental stewardship, social well-being, Indigenous relations, our investment in communities, our direct engagement with the communities where we operate and our commitment to respecting human rights in our business and operations and our supply chain.

Taking action on our ESG strategy

ESG strategy was identified in the 2020 ERM

process as a risk requiring us to take new action.

The board continued to expand its focus on and oversight of sustainability matters, recognizing that our ability to address them impacts our commitment to create long-term value. In 2020, the board and management:

· approved the appointment of a new vice president responsible for sustainability;

· introduced an ESG management steering committee that prepares a quarterly ESG strategy document to identify both risks and opportunities; and

· improved the link between executive compensation and ESG metrics aligned with our four groups of stakeholders – customers, investors, employees and communities – for 2021 executive incentive plan design and compensation decisions (see page 56).

We also understand that we are exposed to legal and reputational risk if we fail to adapt to changing regulatory regimes, and political and social initiatives in this regard. We are aware of the increasing need for transparency in ESG reporting.

You can read about our activities in our 2020 sustainability report (available at www.pembina.com/sustainability/. This year, we enhanced our disclosure by adding additional metrics, and a listing of ESG related risk factors.

Reporting on environmental risks

Pembina’s 2020 sustainability report includes a listing of our top identified climate related risks and other ESG risks. The report is available on our website at www.pembina.com/sustainability/.

The risk factors listed in our 2020 AIF also include specific reference to the impact we currently think climate change could have on our company.

Our Carbon Stand

Pembina is committed to reducing the greenhouse gas (GHG) emission intensity in each of our businesses. We expect our Carbon Stand, introduced in 2019, to have the following outcomes:

· employees who are proud of working for Pembina because of our commitment to the environment;

· communities that recognize our commitment to GHG reductions, resulting in our investment being welcomed;

· demonstrate our commitment to GHG emissions reduction, aligning with leading customers’ strategies and actions; and

· maintain and expand our investor base, by demonstrating our commitment to GHG reduction.

Turn to page 33 for information about our Inclusion & Diversity Stand.

approving our financial statements, accompanying MD&A and earnings press releases;

reviewing and overseeing compliance with the audit, accounting and financial reporting requirements that apply to our business;

approving our annual operating and capital budgets and financing plans and strategies; and

approving decisions to participate in the capital markets and all significant changes to our accounting policies and practices.

security management system – integrated into the decision, design and implementation of technologies and Software as a Service (Saas) within Pembina and performs risk assessments on technology designs and cloud/SaaS security assessments. Reviewed annually by a third party and findings are documented and tracked

cyber vulnerability management program – continuously monitors the internal environment for vulnerabilities

security operation center – operates 24/7/365 to monitor the internal and external landscape, and triggers use cases and workflows if an anomaly is detected.

approving director compensation;

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

working with the human resources, health and compensation committee to review from time to time the competitiveness of the compensation of our board members, board chair and committee chairs; and

working with independent external advisors that review director compensation and provide objective advice.

All decisions about compensation of the CEO and senior vice presidents must be approved by the board.

The board works with the human resources, health and compensation committee and independent advisors retained by the committee, to determine compensation for our CEO and senior vice presidents, including variable compensation.

You can read more about our approach to compensation governance and how we compensate our directors and executives beginning on page 51, and the role and responsibilities of the human resources, health and compensation committee on page 48.

The human resources, health and compensation committee reviews and recommends compensation for directors, the CEO and senior vice presidents. You will find a full list of that committee’s activities in 2020 starting on page 48.

Key changes this year included enhancing the importance of Pembina’s stakeholder groups, our ESG strategy and business optimization and productivity in our executive compensation program for 2020 and 2021 (see page 56).

Inclusion & Diversity Stand

We are committed to diversity, equal opportunity and ensuring that our employees have the ability to thrive in an inclusive environment. Our Inclusion & Diversity Stand, introduced in 2019, is expected to result in the following intended outcomes:

· Attracted, retained and developed a diverse workforce that is creative and innovative

· A work environment where employees feel valued and respected

· Cultivated a workforce that is representative of the communities where we live and work

· Developed a culturally aware workforce that succeeds in global markets

· Aligned our values with our customers by recognizing the importance of a diverse and inclusive work environment

· Demonstrated that we are investing in a diverse and inclusive workforce to strengthen our business and improve profitability

· Attracted and retained investors who are committed to ESG initiatives

Women’s Mentorship Circle: focuses on women’s leadership and is modelled from a mentorship program;

Women in Commercial: focuses on creating opportunities to share knowledge and experience related to barriers to women’s success in commercial roles; and

Women in Finance: aimed at providing women in finance the support and knowledge to confidently pursue their career goals without barriers.

We believe an engaged workforce increases company productivity, improves results and ultimately adds value to our shareholders. We began tracking employee engagement scores in 2013 and are updating those results every two or three years.

In 2018, we conducted a full engagement survey, and achieved a score of 66%, with a 98% response rate. Our response rate far exceeded AON’s global average response rate of 80% and our 66% score was consistent with other

2020 highlights

In 2020, Pembina was again recognized as one of ‘Alberta’s top 75 employers’ by Mediacorp Canada and recognized as one of ‘Canada’s top 100 employers’ by the Globe and Mail.

We improved our employee engagement score in 2020 and we have set 2021 targets to continue to improve.

TSX 60 companies in the survey at the time.

In 2020, we conducted an Employee Engagement Pulse Survey, using MacLean and Co. Our overall engagement score was 86%. We had a response rate of 88% and showcased improvements in key categories of focus since the 2018 survey.

We are committed to continuing to listen to employee feedback and create the actions and focus areas required to continue to make Pembina a great place

Human resources

Pembina maintains the following policies:

●  Respectful workplace policy

●  Alcohol and drug policy

●  Privacy policy

🌑= two or more other boards = one other board O= no other boards

🌑= CEO/President = other C-suite level experience O= other public executive or private leadership

🌑= material work experience = familiarity or limited prior work experience O= work experience or significant knowledge

🌑= material work experience = work experience or significant knowledge O= familiarity or limited prior work experience

🌑= eligible to be Audit Committee financial expert = familiarity or limited prior work experience O = material education/work experience

Ms. Ainsworth’s other relevant experience includes industrial relations and labor negotiations. Ms. Carroll’s other relevant experience includes industrial relations and labor negotiations, and service on several private company boards. Ms. Howe’s other relevant experience includes several private company boards. Mr. LeGresley’s other relevant experience includes service on a clean-tech board. Mr. Rubin’s other relevant experience includes private equity and venture capital, as well as several private company boards. Mr. Dilger’s, Mr. Gwin’s, Mr. Kerr’s and Ms. O’Donoghue’s other relevant experience includes mergers & acquisitions experience.

Attendance and active participation

We have a very committed group of directors and are proud to report that in 2020, our board had perfect attendance, as our directors attended all board and committee meetings. Directors are expected to attend all board meetings and all of their committee meetings unless there is an unavoidable conflict or other extenuating circumstances. Attendance is monitored by the

100%

meeting attendance in 2020