Keyera Corp. (KEY) May 14, 2026 Annual General Meeting Transcript

Good morning. Before we begin, Kiara acknowledges and is grateful for the histories, cultures, and traditions of the First Nations, Inuit, and Métis peoples that are embedded in the treaty and traditional lands of Canada. We thank the original inhabitants for these lands, generations past, present, and future, for sharing your homelands with us. Welcome, everyone. My name is Jim Bertram, and I am the Chair of Kiara's Board of Directors. Thank you for joining us today for our 2026 Annual and Special Meeting of Shareholders. We are holding the meeting in person and online, applying technology by allowing virtual participation to make the meeting more relevant, accessible, and engaging for all involved, permitting a broader base of shareholders to participate, regardless of their geographic location. Today, I am joined by Dean Sataguchi, Kiera's President and Chief Executive Officer, and Christy Elliott, Kiera's General Counsel and Corporate Secretary. I'm also joined by Eileen Merkar, Kiera's Chief Financial Officer, who is available to answer any questions. Our 2026 Director Nominees and Kiera's Executive Team, as well as representatives of Deloitte LLP, Kiera's Independent Auditors are also attending today's meeting in person or virtually. Before beginning the formal part of the meeting, I wish to take a few moments on behalf of the Board to acknowledge two individuals who have been instrumental to Chiara and its success. I wish to acknowledge Thomas O'Connor and Gianna Manis, who are not standing for re-election to the board at this meeting. On behalf of the board, I wish to extend our deepest appreciation and sincere gratitude to Tom and Gianna for their many contributions as directors, including Gianna acting as chair of our Human Resource Committee and Tom acting as a member of the Audit Committee and the HSC Committee. I wish to thank you both for your service as directors and extend our best wishes to you and your families in the future. I will now ask Christy to take us through the details of the meeting.

Thank you, Jim. Welcome to our shareholders and all other guests attending the meeting this morning. Today we are joined in person and online by our Board of Directors. As Jim noted, Thomas O'Connor and Gianna Maness are not standing for re-election. In addition, Renee Zemlak is standing for election to the board for the first time at this meeting. All remaining current directors, including our chair, Jim Bertram, have been nominated by the board for election at this meeting. Our nominated directors standing for election are Jim Bertram, Isabelle Broussard, Michael Crothers, Blair Gertson, Tim Kitchen, Bob Pritchard, Charlene Ripley, Dean Zediguchi, Janet Woodruff, Renee Zemlak. We will conduct today's meeting in three parts. First, we will complete the business portion of the meeting. During this portion, shareholders will have the opportunity to vote and submit questions on each item of business described in our notice of meeting. Following the business portion, our President and CEO, Dean Satiguchi, will provide a brief presentation and business update on KIERA. The final portion of the meeting will consist of a question and answer session to address inquiries that have been submitted online. We remind you that only shareholders and proxy holders who are attending in person or who have logged onto the meeting using their 12-digit control number are able to vote today. These shareholders and proxy holders may vote on any and all business items at any time during the business portion of the meeting. Thank you to those shareholders who voted prior to the meeting. If you voted in advance and do not wish to change your vote, there's nothing further you need to do. If you wish to change your vote, you can submit your vote using the paper proxy or online during the meeting. This action will have the same effect as revoking your previously submitted proxy. For those attending online, instructions on how to vote will appear on your screens. Voting polls will remain open until the conclusion of the business portion of the meeting. Shareholders and proxy holders may also submit questions at any time during the meeting. If you are attending online and wish to submit a question, please select the messaging tab and enter your comment or question in the Ask a Question box. You may submit a question at any time from now until the conclusion of the Q&A portion of the meeting. We will endeavour to address as many of the questions submitted as we can. Unanswered questions will be addressed on our website at kiera.com shortly after the I would also like to remind you that some of the statements made in this meeting may be considered forward-looking. We encourage you to review the cautionary statements and other information contained in our filings on CDAR, which outline a number of factors that could cause actual results to differ materially from those projected in any forward-looking statements made during the meeting. Copies of these filings are available on our website at kiera.com or on CDAR at cedarplus.ca. As the virtual component of this meeting depends on technology, we appreciate your patience in the event we need to pause or experience technical issues. I will now invite our board chair, Jim Bertram, to call the meeting to order.

Thank you, Christy. It is now shortly after 10 a.m. Mountain Time on May 14, 2026. This meeting is officially called to order. As provided in our bylaws, I will act as chairman of this meeting. Christy Elliott will act as secretary, and Nazeem Nathu of Odyssey Trust has been appointed to act as the scrutineer. We will now deal with the business items specified in the notice of the meeting. Voting on these items will be conducted by poll. You may vote on all or any one of the business items at any time prior to closing of the polls. I now declare voting to be open on all resolutions. I will now ask Christy to lead us through each of these business items.

Thank you, Jim. I can confirm on April 14, 2026, the notice of meeting, related circular and form of proxy were mailed to shareholders of record as of March 26, 2026. The Scrutineers report shows that a quorum of shareholders is present for the transaction of business at this meeting. A copy of the Scrutineers report, along with an affidavit confirming the mailing of the notice of meeting and related meeting materials will be filed with the records of today's meeting. With respect to the formal business portion of the meeting, I will read each business item. We will then pause briefly to enable shareholders and proxy holders an opportunity to vote and to confirm whether any related questions have been submitted. Where a question has been received on a specific business item, we will seek to address it at that time. Questions of a more general nature will be addressed during the Q&A portion of the meeting. As Jim noted, voting for all business items is now open. Voting will remain open until the last item of business is concluded and voting is declared to be closed. Certain shareholders have volunteered to move or second motions in respect of each business item. I will call on these individuals at the appropriate time. Preliminary voting results have been received and will be announced at the conclusion of the formal business portion of the meeting. The first item of business is to receive the audited, consolidated financial statements for the year ended December 31, 2025. The financial statements have been approved by the Board of Directors and previously mailed to shareholders. I confirm we have received no questions on the financial statements. As no shareholder vote is required or proposed with respect to the financial statements, I will proceed to the next item. The second item of business is the election of directors. The board has fixed the number of directors to be elected at this meeting at 10. Accordingly, there are 10 directors nominated for election at this meeting. Information about each of our 10 director nominees is provided on pages 25 through 46 of our circular. Shareholders have the ability to vote for or withhold from voting for each individual director nominee. In accordance with the advance notice provisions of our bylaws, the only persons nominated to stand for election at this meeting are the director nominees set forth in our circular. As there are no further nominations, I declare the nominations closed. May I please have a motion on this item?

Morning. My name is Jared Kubik, and I am a shareholder, and I move that each of Jim Bertram, Isabel Brassard, Michael Carruthers, Blair Gortzen, Tim Kitchen, Bob Pritchard, Charlene Ripley, Dean Setaguchi, Janet Woodruff, and Renee Zemlick be hereby elected directors of Kiera Corp to hold the office until the next annual meeting of the shareholders or until their respective successors have been appointed.

My name is Brandon Wood. I am a shareholder and I second the motion.

Thank you. Mr. Chairman, I confirm we have received no questions on the election of directors. Shareholders and proxy holders are invited to submit their vote now if you've not already done so. The next item involves the appointment of Deloitte LLP chartered professional accountants as CIRA's independent auditors for the upcoming year. The Board of Directors recommends the appointment of Deloitte LLP as Auditor. May I please have a motion on this matter?

My name is Jared Kubik. I am a shareholder, and I move that Deloitte LLP Chartered Professional Accountants be appointed auditors of Kiara to hold the office until the next annual meeting of shareholders at such remuneration as shall be fixed by the Board of Directors.

My name is Brandon Wood. I am a shareholder, and I second the motion.

Thank you. Mr. Chairman, I confirm we have received no questions on the appointment of auditors. Shareholders and proxy holders may submit their vote now if they have not already done so. The next item involves the reconfirmation and approval of Kiara's shareholder rights plan. The shareholder rights plan was last approved by shareholders at our May 9, 2023 annual meeting of shareholders. The shareholder rights plan must be approved by shareholders every three years. The full text of this resolution is set out on page 23 of our circular. The Board of Directors recommends that the shareholders approve this resolution. May I please have a motion?

My name is Jared Kubik. I am a shareholder and I move that the resolution set out on page 23 of the circular with respect to CARA shareholder rights plan be approved.

My name is Brandon Wood. I am a shareholder and I second the motion.

Thank you. And Mr. Chairman, I confirm we've receive no questions on this item. Shareholders and proxy holders may submit their vote now if they have not already done so. The last item of business is an advisory vote on Kiara's approach to executive compensation, commonly referred to as say on pay. The full text of this advisory resolution is set out at page 24 of our circular. The Board of Directors recommends shareholders vote to approve this resolution. I will now ask for a motion on this matter.

My name is Jared Kubik. I am a shareholder and I move that the ordinary resolution set out on page 24 of the circular with respect to Kiera's approach to executive compensation be approved.

My name is Brandon Wood. I am a shareholder and I second the motion.

Thank you. And Mr. Chairman, I can confirm we've received no questions on this item. We invite shareholders and proxy holders to submit their vote now if you have not already done so, as this is the last item of business before the conclusion of the formal portion of the meeting, for those who have not voted on all resolutions, please do so now. Jim, I confirm that the shareholders have now had an opportunity to vote.

Thank you, Christy. As everyone has now had an opportunity to vote, I now declare the voting polls for the meeting to be closed. Christy, I would ask that you please read the preliminary voting results of the meeting.

Thank you, Jim. I have received the Scrutineers' report and can confirm that the preliminary voting results are as follows. Each of the 10 nominated directors have been elected with an average support of over 96% of shares voted or represented at the meeting. Deloitte LLP have been duly appointed as Kiera's auditors for the upcoming year with average support of 82.73% of shares voted or represented at the meeting. The shareholder rights plan reconfirmation and approval resolution has been duly approved with support of over 96.32 percent of shares voted or represented at the meeting. Finally, the say on pay advisory resolution has been duly approved with support of over 96.53 percent of shares voted or represented at the meeting. Final voting results will be filed on our website as well as CDAR as soon as practicable after the meeting.

Thank you, Christy. As that now concludes the formal business of the meeting, I now declare the formal business portion of the meeting to be terminated. I would like to turn the meeting over to CARES President and Chief Executive Officer, Dean Sataguchi, who will provide a brief management presentation. Dean's presentation will be followed by a question and answer session to address inquiries submitted during the meeting. You may continue to submit questions in the online platform until conclusion of the question and answer session or ask questions in person.

Thanks, Jim. And good morning, everyone, and thank you for attending today's event. Before we begin, I want to take a moment to thank retiring directors Tom O'Connor and Gianna Manis for their contributions and service over the last several years. Tom joined her board in 2014, and Gianna joined her board in 2017, and their insight, expertise, and thoughtful guidance have helped shape Kiera into what it is today. It's been a privilege to work alongside them, and their contributions to Kiera will be felt for years to come. I want to welcome our newly elected Rector, Renee Zemlak. We're fortunate to have such an accomplished individual join our board, and I look forward to working with Renee as we continue to grow and move Kiera forward. Before I get started, please note the forward-looking information and non-GAAP financial measures on the screen. This information is also available on our website, and I'll spare you from reading all that. I'll kick it off with Kiara's strategic priorities, which are on the right side of the slide, starting with financial discipline, which has always been a core focus of ours. We prioritize maintaining a strong balance sheet, and our investment criteria is focused on growing stable fee-for-service cash flows, which in turn support attractive shareholder returns. Next, we drive competitiveness of our assets through a focus on safe, reliable operations combined with the competitive cost structure. Next, we strengthen our integrated value chain by extending our asset footprint and providing efficient access to high-value markets for customers. And lastly, long-term sustainability is embedded in our strategy. We proactively manage risk, reduce environmental impact, and maintain strong, collaborative stakeholder relationships. To execute our strategy, Kiara focuses on three priorities, which are safety, competitiveness, and growth, seen here on the left side of the slide. Each year, we set goals under each priority to advance our strategy. These goals align our alignment across the organization with each team setting objectives that support our three priorities. This focus enables measurable progress in delivering our strategy year after year. 2025 is a great example of our discipline execution. So let me highlight the key achievements that advanced our strategy. We sanctioned the FRAC 2 debottleneck and KFS FRAC 3 expansion, further strengthening our FRAC platform and highly contracted long-term capacity additions. We executed a commercial agreement with Eldegas to extend our value chain and provide diversified access to international markets in Asia, helping deliver stronger netbacks for our customers. We also sanctioned CAPS Zone 4, expanding our pipeline network to access growing liquids-rich Motney production in northeast BC and northwest Alberta under long-term contracts. And of course, the transformational acquisition of Plains Canadian NGL business. This deal makes us more efficient, extends our integrated value chain into eastern Canada and the U.S., and creates a platform for accelerated, capital-efficient growth. We also completed the Simon & East gas plant acquisition for approximately $200 million, adding approximately 68 million cubic feet per day of processing capacity. And divested the non-core Wild Horse Terminal to recycle capital into higher return opportunities. Together, these actions reflect discipline, execution, and meaningful progress against our strategy. CARA continues to have a strong focus on the management of long-term risks. This is partly achieved through our sustainability program. Last year, we announced that we achieved our 2025 greenhouse gas emissions intensity target one year early. We realize a 28% reduction from our 2019 baseline, exceeding our goal of a 25% reduction. Absolute emissions are also down 9% over the same period. On governance, 40% of our senior leaders and 40% of our independent directors are female, and our board committees are 100% independent. it. And say-and-pay support has averaged 97% over the last three years. You can see along the top of the slide some third-party recognition, which reinforces our progress. Financial discipline has long been a part of CARE's DNA, and our capital allocation framework reflects that commitment. Our priority is the strength of the balance sheet. We exit 2025 below the bottom end of our leveraged target and continue to maintain an investment-grade credit rating. After that, we balance deploying capital between reinvesting in our fee-for-service business and returning value to shareholders. We have a long history of sustainable dividend growth, and we once again increased the dividend by 4% this past year. We aim to allocate capital in a manner that creates the most value for shareholders. Kiera at its core is a service-orientated company, and delivering value to our customers is central to everything that we do. Our differentiated liquid supply and market access directly enhance customer netbacks, giving producers a compelling reason to choose Kiera. By continually driving competitiveness across our services, we are able to offer superior value, which in turn strengthens our customer relationships and increases throughput volumes across our integrated platform. Our marketing segment further reinforces this value proposition by working alongside customers to seek the highest possible netback, ensuring our services are fully aligned with their preferences. Ultimately, delivering more value for customers translates into delivering more value for our shareholders. This chart tells a powerful story and highlights our successful track record. Since 2008, CARE has delivered a 7% compound annual growth rate in distributable cash flow per share and a 6% CAGR in dividends per share. Now, what makes this remarkable is the consistency. We grew through the 2008 financial crisis, the 2015 commodity prices collapse, and the COVID-19 pandemic without ever cutting our dividend. That resilience is driven by a fee-based business model that provides cash flow stability and disciplined capital allocation that has kept leverage consistently within target. Growing cash flow, growing dividends, and a strong balance sheet is a value proposition we continue to deliver to shareholders. Now let me turn to the transformative Plains acquisition. We're thrilled to have closed the deal. This transaction is a natural extension of our strategy to extend our integrated value chain, enhances connectivity across our system and improves our ability to efficiently process, transport and market products. For our customers, the combined platform provides improved access to key markets, greater flexibility and increased reliability. It also represents an important step for Canada, bringing critical energy infrastructure under Canadian ownership and supporting the development of a more efficient NGL network. Looking ahead, we will continue to enable basin growth by extending our integrated value chain in a disciplined and capital-efficient manner. The runway ahead remains significant, and we're confident our strategy will continue to deliver attractive, long-term returns and sustainable growth. Let me close with three takeaways. Kiara has a clear strategy focusing on strengthening and extending our integrated value chain. Dean, we continue to execute that strategy through disciplined capital allocation and highly strategic investments that improve connectivity, competitiveness, and customer value. With a more efficient platform and a deep inventory of growth opportunities, we are well positioned to continue delivering sustainable long-term growth and returns. With that, I'll turn it back to Jim for Q&A.

Thank you Dean. We will now open the question and answer session to respond to any questions submitted during the meeting. Christy can you please read any questions that have been submitted during the meeting.

Jim there have been no questions submitted during the meeting.

Thank you. Seeing as there are no further questions this concludes our question and answer period.

On behalf of the board is there any questions in the room oh I got a hand up here my name is Richard Blumhoff as of the day there was a shareholder I don't know if I am right now but what I was wondering about is I'm a little concerned about swaps do you use swaps oh well thank you for that Richard Dean if you're talking about financial swaps for our hedging program we do use financial instruments for us we want to provide a stable cash flow with our with our marketing business and so we we basically market physical product and what we aim to do is to make sure that we lock in margin and sometimes you know we we incur hedging losses because of that but again what's important for us is to is to uh basically lock in a and hedge a sustainable cash flow and that's why we use uh different financial uh instruments to support that uh that program thank you thank you for your question richard there's another question i believe back here yep okay um my name is um bill manaluk and i am a shareholder

thank you for your support you're welcome so I may have trouble formulating this question because it's based on efficiency business efficiencies that you'd get with the combination with planes and whether they would outweigh any problems or concerns that there might be over any increase in charges that you might develop over with your customers, with your new business. This is related to the concerns with the Competition Bureau. Does that make sense?

Yeah, I think I understand your question. You know, first of all, we're in a process with the tribunal, so we can't speak directly to that. But what I can say is that we are a service company, and our focus is to deliver the most efficient, cost-effective, reliable service for our customers. And with this platform, we are going to be more cost-efficient. We'll have more redundancy in our system. So if you look at our frack complexes, whenever one complex is down, we have the assets that we can continue to allow product to flow and catch up on fracking and processing that product at a later time. So for producers, what we're trying to do is to maximize their cash flow. So the more we can provide that reliable service, the more profitable they'll be and the happier they're going to be. Our intention is not to increase prices. It's quite the opposite. We think that we'll have a more cost-effective operation, and a lot of those costs flow through to our customers. So we believe that we'll be able to provide a service at a lower cost, not a higher cost than they receive today. And at the same time, you know what? A big part of our service is getting their NGLs to high-value markets. And with this cross-Canada NGL corridor and assets that we have, now we're going to be able to access those high value markets more efficiently which again will translate to higher value for our customers thank you for your question any other questions from the audience not seeing any hands i think i can now say that concludes our question and answer period on behalf of the board and management of care i wish to thank you for your participation today and for your continued support of KIERA.

Thank you and that terminates the meeting.

Thank you.