PBA Pembina Pipeline Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2025

Commission File Number: 001-35563

PEMBINA PIPELINE CORPORATION

(Name of registrant)

4000, 585 8th Avenue S.W.

Calgary, Alberta T2P 1G1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F        ☒ Form 40-F

INCORPORATION BY REFERENCE

Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference as an exhibit to the Registration Statement on Form F-10 (File No. 333-276023) of Pembina Pipeline Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Form 6-K Exhibit Index

Exhibit 99.1

Management Information Circular Pembina Pipeline Corporation Notice of Annual Meeting of Shareholders to be held on May 9, 2025 PEMBINA

About Pembina Pipeline Corporation Pembina Pipeline Corporation is a leading energy transportation and midstream service provider that has served North America’s energy industry for more than 70 years. Pembina owns an extensive network of strategically-located assets, including hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and an export terminals business. Through our integrated value chain, we seek to provide safe and reliable energy solutions that connect producers and consumers across the world, support a more sustainable future and benefit our customers, investors, employees and communities. For more information, please visit pembina.com. Purpose We deliver extraordinary energy solutions so the world can thrive Values Safe Trustworthy Respectful Collaborative Entrepreneurial We care for each We have each We seek to be We are great together We create to succeed other other’s backs gracious and kind Strategic priorities To be resilient To thrive Sustain, decarbonize, and enhance our businesses Invest in the energy transition to improve the basins in which we operate To meet global demand To set ourselves apart Transform and export our products Create a differentiated experience for our stakeholders Full Value Chain Across Visible Growth: BBB (high) / ~$15.2 billion All Commodities: Targeting 4% to 6% Wellhead-to-market service fee-based adjusted BBB1 in dividends for natural gas, NGL, EBITDA per share(1) returned to common condensate, and crude oil growth 2023 to 2026 credit ratings shareholders since IPO Financial Discipline: Predictable Cash Flow: Strict adherence to ~80% to 90% fee-based, over $12.1 million financial guardrails take-or-pay including ~65% or cost-of- to 70% invested in our communities service To create safe and inclusive spaces for all, strengthen Indigenous communities, and support a sustainable future2 Exemplary Execution: Positioned for the Future: >$6 billion of major Strategy for long-term 3 projects delivered on time hydrocarbon demand and Overall diversity and on budget energy transition since 2017 50% board of directors4 44% executive leadership4 (1) Refer to “Non-GAAP and Other Financial Measures” section of the 2024 Annual Management’s Discussion and Analysis. For clarity, overall board diversity will increase to 55% if all the nominated directors are elected. 1 DBRS Morningstar and S&P Global ratings as at March 20, 2025. 2 Total investment value includes cash investments, in-kind giving, volunteering during paid work hours, program management costs and community contributions from outside sources that can be directly linked to our involvement. $4.4 billion 30% 3 Individual belongs to one of the four designated groups in the Employment Equity Act (Canada): Indigenous peoples, persons with disabilities, members of visible minorities and women. targeted reduction in record adjusted EBITDA5 4 As of December 31, 2024. greenhouse gas emissions 6 5 See Relative Non-GAAP to baseline and 2019 other emissions. financial measures on page 104. in 2024 intensity by 20306

Message from the Chair

		I am pleased to invite you to our 2025 annual meeting of shareholders, to be held on Friday, May 9, 2025, at 2:00 p.m. (Mountain Daylight Time). We are holding a virtual-only meeting again this year, by live audio webcast. Turn to page 7 of the 2025 Management Information Circular to read about how you can attend the meeting and vote your shares.   The board is privileged to represent Pembina’s shareholders. We respect that you have trusted us with your investment, and we remain committed to serving diligently on your behalf while maintaining the high standards of corporate governance and stewardship that you expect of us.   Your board works closely with management to ensure Pembina continues to deliver strong operational and financial results and capitalize on opportunities that will ensure its ability to thrive well into the future. The board shares with everyone at Pembina a high degree of pride in what has been accomplished and great excitement and optimism about the future.
Henry W. Sykes    Chair of the Board  Pembina Pipeline Corporation

2024 Record Results

In 2024, Pembina delivered a record financial year reflecting the positive impact of recent acquisitions, growing volumes in the Western Canadian Sedimentary Basin (WCSB) and a strong contribution from the marketing business.

Continued Execution of Pembina’s Strategy

The board plays a key role in approving Pembina’s strategy and overseeing its execution. 2024 was marked by several accomplishments that highlight the successful execution of the company’s strategy. Among many successes in 2024, the board is particularly pleased with two milestone events:

· Growing Pembina’s presence in resilient northeast U.S. natural gas and NGL markets by fully consolidating ownership of Alliance and Aux Sable: In 2024, we closed the acquisition of the remaining interests in the Alliance Pipeline and Aux Sable assets that resulted in full ownership of these unique and world-class assets. Aligning with Pembina’s strategy, acquiring full ownership of these assets grows and strengthens our existing franchise and provides greater exposure to resilient end-use markets and lighter hydrocarbons.   · Accessing global markets for Canadian natural gas producers by moving forward with the Cedar LNG project: Together with Pembina’s partner, the Haisla Nation, we are honoured to have made the Cedar LNG project a reality. We are proud to be moving forward with a project that will deliver industry-leading, low-carbon, cost-competitive Canadian LNG to overseas markets and contribute to global energy security, while delivering jobs and economic prosperity to the local region.

Cedar LNG aligns perfectly with our strategy and where we want to be as a company. The project will enhance the resiliency of Pembina’s business, provide much needed new egress and greater access to global markets for our customers, and reflects the Haisla Nation and Pembina’s shared values and commitment to supporting a more sustainable future. We strongly believe that Cedar LNG differentiates Pembina both in terms of the services it offers customers and the way in which we do business. Our relationship with the Haisla Nation is a true partnership and demonstrates a new model for how industry and Indigenous communities can work together for mutual benefit.

Looking Ahead: A Vision for 2025 and Beyond

Pembina operates at the heart of the WCSB, one of North America’s most significant hydrocarbon-producing regions, playing a vital role in Canada’s economy and the global energy market. The WCSB has one of the world’s largest reserves of natural gas, crude oil, and natural gas liquids, including those in the Montney and Duvernay formations, which are among the most prolific and economic in North America.

Significant and multi-year volume growth in WCSB production is expected through the balance of the decade due to a variety of catalysts driving transformational change across the Canadian energy industry, including new LNG export facilities, the recent completion of the Trans Mountain Pipeline expansion, the development of new West Coast natural gas liquids export projects, new petrochemical facilities, and the potential for rising demand for natural gas to power a new and potentially significant data center industry.

Pembina’s integrated value chain provides a full suite of midstream and transportation services across all of these commodities. With a portfolio of high-quality assets and broad capabilities, the board is confident that Pembina is best positioned to benefit from the growth in the WCSB. Successfully meeting the needs of its customers through an industry-leading platform will underpin Pembina’s future success and the ability to deliver industry-leading returns to investors, remain an employer-of-choice to a highly engaged workforce, and have a positive net impact within its communities.

Board of Directors Changes

Mr. Alister Cowan was appointed to the board of directors effective December 3, 2024.

Mr. Cowan has over 20 years of experience in the energy industry and has significant financial executive level experience at various public companies. The board is excited to welcome Alister, and we look forward to working with him. Alister is a seasoned financial executive with extensive experience in Canadian energy. We are sure to benefit from his contributions as we work together to ensure Pembina’s continued success during a transformational period of growth in the Canadian oil and gas industry.

Gordon Kerr will also be retiring from the board, effective at the end of the upcoming annual meeting of shareholders. Gord joined the board of Pembina in 2015 and chaired our audit committee for many of the last ten years. Gord’s broad energy and finance experience have been an asset to the board as Pembina transformed over the past decade. On behalf of the board and management, as well as the shareholders, I thank Gord for his wise counsel and his commitment and dedication to Pembina and its stakeholders. We will miss him around the boardroom table and wish him well.

Thank you to my fellow directors for their role in Pembina’s success. I would also like to acknowledge the strong leadership of our management team and their dedication to executing Pembina’s strategy and building upon the company’s foundation as a leading North American energy company. Thank you as well to Pembina’s employees for your dedication to safety and delivering record financial and operational results, year after year. And finally, I would also like to thank you, our shareholders, for your ongoing support. The board is committed to serving you in 2025 and beyond and we look forward to your participation at our annual meeting of shareholders.

The board welcomes your feedback, and I invite you to share your views by emailing me at boardchair@pembina.com.

Sincerely,

Henry W. Sykes

Chair of the Board

Notice of our 2025 Annual Meeting of Shareholders

You are invited to our 2025 annual meeting of shareholders (the meeting):

About this Management Information Circular

You have received this document because you owned Pembina shares on March 20, 2025 (the record date) and are entitled to vote at our 2025 annual meeting of shareholders, which will be held at 2:00 p.m. (Mountain Daylight Time) on May 9, 2025, or at a reconvened meeting if the meeting is postponed or adjourned.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

About the Shareholder Meeting – Voting Information

solicitation services. We may also pay Sodali & Co customary fees for contacting shareholders in connection with voting at the meeting in addition to reimbursing Sodali & Co for any out-of-pocket expenses incurred in connection therewith. Pembina pays all costs related to producing and mailing this circular and other meeting materials, and for soliciting your proxy.

Non-objecting beneficial shareholders may be contacted by Sodali & Co if we decide to use the Broadridge QuickVote^™ service, which allows non-objecting beneficial shareholders to give their voting instructions for the meeting to Sodali & Co over the telephone. Sodali & Co then relays such voting instructions to Broadridge.

About the Shareholder Meeting – Voting Information

About the virtual meeting

We are holding a virtual-only meeting this year by live audio webcast as a cost-efficient and environmentally friendly way to engage with shareholders. Virtual meetings allow our shareholders and guests to save on commuting costs and time and contribute to environmental sustainability. We also believe that virtual meetings foster greater inclusivity by enabling every registered shareholder and duly appointed proxyholder, regardless of geographic location and ownership, to have an equal opportunity to participate at the meeting and vote on the matters to be considered at the meeting. The meeting cannot be attended in person. The full webcast will be available on the investors page of our website after the event, including any questions we receive from shareholders and our answers to those questions.

We value the discussions we have with our shareholders. We ask shareholders for feedback at all engagement opportunities and management regularly engages with our shareholders and provides the board with feedback from those discussions. For more information on Pembina’s overall shareholder engagement strategy, see page 43.

Attending as a guest

All shareholders can attend the meeting as a guest by logging in online at https://meetings.lumiconnect.com/400-721-717-912, selecting “I am a guest” and completing the required form. If you attend the meeting as a guest, you will not be permitted to vote during the meeting. Guests have an opportunity to ask questions during the live question and answer session held following the formal meeting.

Asking questions at the virtual meeting

Questions may be submitted at any time during the webcast through the chat thread on the live webcast; however, during the formal part of the meeting, only questions from registered shareholders and duly appointed proxyholders that relate to the business of the meeting will be addressed.

Pembina will host a live question and answer session after the formal part of the meeting, where we will answer other questions submitted during the meeting. Registered shareholders and duly appointed proxyholders (including beneficial shareholders that have duly appointed themselves as proxyholders) and guests can submit questions during the live question and answer session.

To make sure we can answer as many questions as possible, please keep your questions brief and concise, and limit each question to a single topic. If there are questions from several shareholders or proxyholders on the same topic or that are otherwise related, we may group, summarize and answer them together. While all shareholder questions are welcome, we do not intend to address questions that are not related to the business of the meeting or Pembina’s business or operations, are repetitive or have been asked by another shareholder, are personal in nature or in furtherance of a shareholder’s personal or business interest, are related to material non-public information, are considered derogatory or otherwise offensive, or are out of order or are otherwise not appropriate.

To ensure the meeting is conducted in a way that is fair to all shareholders, the chair of the meeting may exercise discretion in responding to questions, including the order that questions are answered in, the grouping or editing of questions, the amount of time devoted to any question and the appropriateness of a question in accordance with the rules of conduct in effect at the meeting.

Technical difficulties

If you participate in the virtual meeting, it is important that you stay connected to the internet at all times during the meeting in order to vote. It is your responsibility to ensure connectivity for the duration of the virtual meeting. You should allow ample time to log into the virtual meeting.

All meeting participants must use the latest versions of Chrome, Safari, Microsoft Edge, or Firefox. Please do not use Internet Explorer. We recommend that you log in at least 30-60 minutes before the meeting starts as this will allow you to check compatibility and complete the related procedures required to log in to the meeting.

Caution: Internal network security protocols including firewalls and virtual private network (VPN) connections may block your access to the meeting. If you are experiencing any difficulty connecting to or viewing the meeting, ensure your VPN setting is disabled or use a computer or other device on a network that is not restricted by any particular security settings.

If you have any questions about the virtual meeting portal or require assistance accessing the meeting website, please (i) refer to the support information on the meeting login page, (ii) email Lumi directly at support-ca@lumiglobal.com, or (iii) refer to Lumi’s support page at https://support.lumiglobal.com/knowledge/virtual.

About the Shareholder Meeting – Voting Information

How to vote

You can vote your shares by proxy (by appointing someone — a proxyholder — to represent you), or by attending the virtual meeting and voting. The rules for voting depend on whether you are a registered shareholder or a beneficial shareholder, as further described below.

Beneficial shareholders

You are a beneficial shareholder if your shares are registered in the name of a nominee, such as a bank, trust company, securities broker, trustee or other intermediary. The majority of our shares are held by beneficial shareholders. Beneficial shareholders have the option to vote their shares during the virtual meeting or by proxy before the meeting, as set forth below.

Option 1: Vote during the virtual meeting

Before the meeting:

Computershare will email you a username before the meeting. You will need your username to log in to the meeting and vote. Without a username, you will not be able to vote at the meeting but will be able to participate as a guest.

On the day of the meeting:

Beneficial shareholders who have not appointed themselves as proxyholder will not be able to vote online during the virtual meeting but will be able to participate as a guest.

Option 2: Vote by proxy before the meeting

If you are a beneficial shareholder and wish to vote by proxy before the meeting, you must send your voting instructions to your nominee who will vote for you. You will receive a request for voting instructions for the number of shares held for your benefit. Follow the instructions on the proxy form or voting instruction form and send your voting instructions to your nominee. You likely have an earlier deadline for returning your voting instruction form to your nominee, so be sure to complete and return the form early, to allow enough time for your nominee to receive your voting instructions and then send them to Pembina before the proxy cut-off time.

We use Broadridge Financial Solutions Inc. to send proxy-related materials to non-objecting beneficial shareholders. We intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial shareholders.

Beneficial shareholders located in the United States

If you are a beneficial shareholder located in the United States and wish to vote at the meeting or, if permitted, to appoint a third party as your proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your nominee. Follow the instructions from your nominee included with the legal proxy form or contact your nominee to request a legal proxy form if you have not received one. After obtaining a valid legal proxy from your nominee, you must then submit such legal proxy to Computershare. Requests for registration from beneficial shareholders located in the United States that wish to vote at the meeting or, if permitted, to appoint third parties as their proxyholders must be sent by email or by courier to: uslegalproxy@computershare.com (if by email); or Computershare Trust Company of Canada, Attention: Proxy Department, 8^th Floor, 100 University Avenue, Toronto, ON, M5J 2Y1, Canada (if by courier), and in both cases, must be

About the Shareholder Meeting – Voting Information

labeled “Legal Proxy” and received before 2:00 p.m. (Mountain Daylight Time) on May 7, 2025. You will receive a confirmation of your registration by email once Computershare receives your registration materials.

Registered shareholders

You are a registered shareholder if your shares are registered directly in your name. Registered shareholders have the option to vote their shares during the virtual meeting or by proxy before the meeting, as set forth below.

Option 1: Vote during the virtual meeting

On the day of the meeting:

Option 2: Vote by proxy before the meeting

Registered shareholders can vote by proxy in one of the following three ways:

Computershare must receive your completed proxy form at least 48 hours before the meeting (not including Saturdays, Sundays or holidays). The chair of the meeting can waive or extend the time limit for receiving proxy forms without notice, at their discretion.

About your proxyholder

The officers named on the proxy form and voting instruction form have agreed to serve as your proxyholder and will vote your shares according to your instructions. If you do not specify your voting instructions, they will vote your shares for each item of business at the meeting. If there are changes to the items of business or other matters that are properly brought before the meeting, your proxyholder can use their discretion and vote as they see fit. As of the date of this circular, we do not anticipate any changes to the items of business or other matters to be brought before the meeting.

Choosing someone else to be your proxyholder

You have the right to appoint someone else to be your proxyholder and act on your behalf at the virtual meeting. The person you appoint does not need to be a shareholder. Make sure this person knows they have been appointed to attend the virtual meeting and vote on your behalf. Your proxyholder must vote (or withhold from voting) your shares according to your instructions. If you appoint someone else to be your proxyholder and do not give them specific voting instructions, your proxyholder has the discretion to vote as they see fit.

To appoint someone other than the officers named in the proxy form and voting instruction form as your proxyholder:

Computershare will email your proxyholder a username, which they will need to log in to the meeting and vote. Without a username, your proxyholder will not be able to vote at the meeting but will be able to participate as a guest.

About the Shareholder Meeting – Voting Information

On the day of the meeting, your proxyholder will:

Changing your vote

If you are a registered shareholder, you can revoke a proxy form you previously submitted by:

If you are a beneficial shareholder, you can revoke voting instructions you previously submitted by contacting your nominee. 

About the Shareholder Meeting – Business of the Meeting

		Business of the Meeting

The meeting will cover the following items of business:

1. Receive our 2024 Audited Consolidated Financial Statements

You have received our 2024 Audited Consolidated Financial Statements and the auditors’ report thereon, which are included in our 2024 Annual Report, if you requested a copy. Copies of our 2024 Annual Report are available on our website (www.pembina.com), on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov), or you can request a copy from our Investor Relations department.

3. Appoint our auditors

You will vote on appointing our external auditors. The audit committee and the board propose that KPMG LLP (KPMG), Chartered Professional Accountants, be appointed as auditors of Pembina to serve until the next annual meeting of shareholders. The audit committee will recommend KPMG’s compensation to the board for its review and approval.

Unless instructed otherwise, the Pembina officers named in the proxy form and voting instruction form will vote for the appointment of KPMG as our auditors.

About the Shareholder Meeting – Business of the Meeting

Through the processes described in the Auditor independence section, the audit committee has confirmed KPMG is independent with respect to Pembina within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and applicable legal requirements. KPMG has also confirmed that they are independent accountants with respect to Pembina under all relevant U.S. professional and regulatory standards.

Representatives of KPMG will attend the meeting and will be available to respond to any questions.

Shareholder engagement

In response to receiving an 81.36% vote in favour of the appointment of KPMG as Pembina’s auditors at our 2023 annual meeting, Pembina undertook an extensive shareholder engagement strategy through 2023 and 2024 whereby the chair of our audit committee, senior vice president and chief financial officer, vice president, accounting, and members of our investor relations team engaged with shareholders with respect to auditor independence. At our 2024 annual meeting, the vote in favour of the appointment of KPMG increased to 300,465,162 common shares (91.26% of the common shares voted at the meeting), with only 28,765,369 common shares voted against the appointment of KPMG as Pembina’s auditors (8.74% of the common shares voted at the meeting).

Pembina remains committed to engaging with stakeholders on the topic of auditor independence and tenure. In 2024, members of Pembina’s management and members of our investor relations team participated in approximately 250 unique meetings with shareholders. At certain of these meetings, among other topics, auditor independence and tenure, including consideration thereof by the audit committee, were discussed.

For more information on Pembina’s overall shareholder engagement strategy, see page 43.

Auditor fees

The following table shows the fees paid to KPMG for the fiscal years ended December 31, 2023 and 2024.

The audit committee annually reviews and approves the terms and scope of the external auditors’ engagement. The audit committee maintains a pre-approval policy with respect to permitted non-audit services whereby pre-approval of the audit committee is required for all non-audit services in order to mitigate the risk of non-audit services impacting the auditor’s independence. The audit committee is permitted to delegate to the chair of the audit committee pre-approval authority for services not previously approved by the audit committee. All such services approved by the chair of the audit committee are subsequently reviewed by the audit committee. The audit committee charter provides that fees for audit and audit-related services must be greater than 50 percent of the total fees paid to the auditor in a fiscal year.

About the Shareholder Meeting – Business of the Meeting

The audit committee, along with management, continuously assesses the external auditor and, on an annual basis, conducts a formal review of the external auditor and recommends to the board whether to propose the reappointment of KPMG or to consider other audit firms. The audit committee also conducts a more comprehensive review of the external auditor every five years.

Below are details regarding factors the audit committee considers when assessing KPMG’s independence.

Audit committee expertise and independence reviews

All members of the audit committee are independent and financially literate within the meaning prescribed by U.S. and Canadian securities laws and three of the members of the committee are designated financial experts under NYSE rules.

The audit committee completes an annual review of the external auditor, which consists of an assessment of independence, quality of the audit team, and quality of communications and interactions with the external auditor. As part of its annual assessment on independence, the audit committee also receives and reviews the auditor’s reports regarding independence.

The audit committee also considers any factors that may impair the independence of the auditor at each audit committee meeting. The audit committee believes that transparent and open communication is essential to maintaining auditor independence and maintains an open and direct line of communication between the auditors and the chair of the audit committee and the audit committee itself.

Pembina’s annual information form (AIF) includes more information about the audit committee, including the committee charter, beginning on page 107 of the AIF. The 2024 AIF is available on our website (www.pembina.com), on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov).

Comprehensive review of auditor

The audit committee and management conduct a comprehensive review of the external auditor at least every five years to further enhance the governance processes relating to auditor independence and audit quality. A comprehensive review was last completed in 2025 (for the five-year period from 2020 to 2024) using the most stringent approach recommended by the Enhancing Audit Quality initiative by CPA Canada and the Canadian Public Accountability Board (CPAB) as well as guidance from the Centre of Audit Quality to safeguard against institutional familiarity threats.

The comprehensive review provides the audit committee with data on three key factors of audit quality for the committee to consider and assess:

The results of this review supported the continuation of KPMG’s audit engagement. Pembina is committed to conducting this review at least every five years.

About the Shareholder Meeting – Business of the Meeting

Auditor fees and objectivity considerations

The audit committee understands that the magnitude of fees paid to an auditor could negatively impact auditor independence if a financial interest will inappropriately influence an auditor’s judgment or behaviour. In reaching the conclusion to recommend the re-appointment of KPMG as our auditors, the audit committee considered the magnitude of the fees that Pembina pays to KPMG. For 2024, KPMG has confirmed to the audit committee that the fees payable to KPMG were not material to KPMG.

There is also a risk that independence could be compromised if an auditor is deterred from acting objectively because of actual or perceived influence or pressures. The audit committee considers safeguards that KPMG has implemented to manage this risk as an important element of its assessment of audit quality. KPMG has multiple layers of internal controls and safeguards designed to ensure audit staff are independent of Pembina that meet or exceed the International Code of Ethics for Professional Accountants established by the IESBA and SEC requirements, including:

Given the audit committee’s understanding of the relative magnitude of fees paid to KPMG, as well as the audit committee’s evaluation of safeguards that have been implemented by KPMG, the audit committee has determined that these risks with respect to auditor independence have been appropriately managed.

Partner rotations and partner qualifications

As part of the annual review of auditor independence, the audit committee assesses KPMG’s ongoing compliance with mandatory rotation requirements. Under mandatory rotation requirements, the lead audit partner and quality review partner may serve a maximum of five years, followed by a five-year period without any involvement in the Pembina audit engagement. For other audit partners of KPMG involved in the Pembina audit, the mandatory rotation occurs after a maximum of seven years of service followed by a two-year period without any involvement in the Pembina audit engagement. This rotation helps ensure auditor independence is maintained by changing the key personnel working on Pembina’s audit after a set period of time. Our lead audit partner last rotated for the 2023 audit. Pembina has never had the same lead audit partner for more than a single rotation.

In addition to the partner rotations described above, all lead partners and quality review partners must satisfy the following minimum requirements:

The audit committee is satisfied with KPMG’s ongoing compliance with the regulatory mandated rotation requirements (five and seven years, as applicable in the circumstances) as well as the transition plans that have been followed to on-board qualified engagement partners who are new to providing audit services to Pembina.

PCAOB and CPAB Audits

Two independent regulatory bodies, the CPAB in Canada and the Public Company Accounting Oversight Board (PCAOB) in the United States carry out stringent audit quality assessments of audit firms. The PCAOB publishes the results of its inspection for each audit firm on their website. By PCAOB regulations, the auditor is required to report any breach of independence rules to the audit committee, including their evaluation of the breach. There have been no independence issues identified for the last five years.

About the Shareholder Meeting – Business of the Meeting

4. Approve our shareholder rights plan

You will vote on continuing our shareholder rights plan agreement.

As described in more detail below, our shareholder rights plan (rights plan) is designed to make sure shareholders are treated fairly if there is a takeover bid for a controlling position of the company by a shareholder or a group of shareholders acting together. The purpose of the rights plan is to give the board more time to find an alternative value enhancing transaction and to ensure the equal treatment of all shareholders.

See Schedule “B” for a summary of our rights plan. You can also find the full text of our rights plan on our website (www.pembina.com), on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov).

Background

When we converted from an income trust to a corporation on October 1, 2010, we adopted a rights plan in the form of a shareholder rights plan agreement with Computershare, as rights agent.

Unitholders of Pembina Pipeline Income Fund approved the rights plan when they approved the corporate conversion on May 7, 2010, and it became effective October 1, 2010. Our rights plan must be approved by shareholders every three years. Shareholders last approved the rights plan on May 6, 2022, which means the rights plan will expire at the end of this year’s meeting unless shareholders ratify its continuance.

On February 27, 2025, the board unanimously determined that it was appropriate and in the best interests of shareholders that the rights plan be approved to continue for another three years.

At the meeting, common shareholders will vote on ratifying the continuance of the rights plan for another three-year period.

Why we have a shareholder rights plan

Takeover bids can be discriminatory. Exemptions to takeover bid legislation can allow a shareholder (or shareholders) to gain control of a company without making a formal takeover bid to all of the shareholders (for example, through transactions outside Canada, by making private agreements with a small group of shareholders or by slowly accumulating shares over time through stock exchange trading). This could result in a shareholder or group of shareholders acquiring control without paying fair value to all shareholders (this is sometimes called a creeping bid).

Our rights plan is designed to discourage this kind of takeover bid. When there is a takeover bid that is not a permitted bid (as described below), our rights plan gives shareholders contingent rights to acquire common shares at a significant discount to the prevailing market price. In certain circumstances, these rights become exercisable by all shareholders except the offeror in a takeover bid (and its associates, affiliates and joint actors), with the potential to significantly dilute the value of the offeror’s shares.

The rights plan does not prevent or discourage takeover bids but rather it addresses the concerns noted above by requiring offerors to:

If the offeror does not take either of these approaches, they could trigger the dilution provisions in our rights plan, which are described above.

Management has reviewed the terms of our rights plan and confirmed that they continue to comply with current Canadian securities laws and to conform in all material respects to the shareholder rights plans of other public corporations in Canada.

We may amend the rights plan before shareholders approve it based on comments we may receive from regulatory authorities, or as any of our executive officers or directors consider necessary.

About the Shareholder Meeting – Business of the Meeting

Resolution

Common shareholders will be asked to consider and, if deemed advisable, approve the following binding resolution:

RESOLVED, as an ordinary resolution, that:

To be approved, this resolution must be passed by at least 50 percent plus one of the votes cast by:

This resolution is not in response to, or in anticipation of, any pending, threatened or proposed acquisition or takeover bid, and is not intended as a means to prevent a takeover of Pembina, as a strategy to retain management or the board, or to deter fair offers for Pembina shares.

We are not aware of any shareholder whose votes would not be eligible to be counted for this resolution, or of any shareholders who would not qualify as independent shareholders.

Unless instructed otherwise, the Pembina officers named in the proxy form and voting instruction form will vote for the ordinary resolution authorizing the continuation of our rights plan.

helps us attract and retain excellent people and motivates them to focus on our success. You will find a detailed discussion of our executive compensation program beginning on page 61 of this circular.

The board gives shareholders the opportunity every year to vote for or against our approach to executive compensation (to have a say on pay). This is an advisory vote, so the results of the “say on pay” resolution will not be binding on the board. The board will, however, consider the outcome of the vote as part of its ongoing review of executive compensation. If a significant number of shareholders oppose the “say on pay” resolution, the board will consult with shareholders to understand their concerns, and then review our approach to executive compensation with their concerns in mind.

In 2024, our approach to executive compensation was supported by 298,816,882 votes in favour of our say on pay resolution (95.02% of the common shares voted at the meeting), with 15,671,153 votes against (4.98% of the common shares voted at the meeting).

About the Shareholder Meeting – Business of the Meeting

At the meeting, you will be asked to consider and, if deemed advisable, approve the following non-binding resolution:

RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the board of directors of Pembina Pipeline Corporation (Pembina), that the common shareholders of Pembina (shareholders) accept the approach to executive compensation disclosed in Pembina’s 2025 Management Information Circular delivered in advance of the 2025 annual meeting of shareholders.

This resolution conforms to the language of the resolution recommended by the Canadian Coalition for Good Governance.

Unless instructed otherwise, the Pembina officers named in the proxy form and voting instruction form will vote for our approach to executive compensation as described in this circular.

6. Other business

You will vote on any other items of business that may be properly brought before the meeting. As of the date of this circular, we are not aware of any other matters to be brought before the meeting.

About the Shareholder Meeting – About the Nominated Directors

To ensure strong stewardship, the board needs to operate independently, have a prudent mix of relevant skills and experience, including industry knowledge and experience, a mix of tenures, sufficiently diverse backgrounds and opinions to support balanced discussion and debate, and must be a manageable size to facilitate productive discussion and decision-making. We believe this year’s group of eleven nominated directors meets all of these requirements.

The profiles on the following pages tell you about each nominated director’s background and experience, independence, meeting attendance, share ownership, other public company directorships and voting results from our 2024 annual meeting of shareholders (as applicable). All information is provided as of March 20, 2025, unless indicated otherwise.

All of the nominated directors are independent except Mr. Burrows, who is our President and Chief Executive Officer (CEO). The board has reviewed the independence and qualifications of the non-executive directors and has recommended their nomination.

A strong and diverse slate of nominated directors

About the Shareholder Meeting – About the Nominated Directors

		Henry W. Sykes (66)
		Independent | 2024 voting results: 307,448,876 (97.76%) for, 7,049,704 (2.24%) withheld

About the Shareholder Meeting – About the Nominated Directors

		Anne-Marie N. Ainsworth (68)
		Independent | 2024 voting results: 309,347,468 (98.36%) for, 5,151,113 (1.64%) withheld

About the Shareholder Meeting – About the Nominated Directors

		J. Scott Burrows (45)
		Non-independent | 2024 voting results: 313,575,389 (99.71%) for, 923,191) (0.29%) withheld

About the Shareholder Meeting – About the Nominated Directors

		Cynthia Carroll (68)
		Independent | 2024 voting results: 307,963,242 (97.92%) for, 6,535,338 (2.08%) withheld

About the Shareholder Meeting – About the Nominated Directors

		Alister Cowan (60)
		Independent | 2024 voting results: N/A

About the Shareholder Meeting – About the Nominated Directors

		Ana Dutra (60)
		Independent | 2024 voting results: 312,462,301 (99.35%) for, 2,036,279 (0.65%) withheld

About the Shareholder Meeting – About the Nominated Directors

		Maureen E. Howe (67)
		Independent | 2024 voting results: 309,210,449 (98.32%) for, 5,288,132 (1.68%) withheld

About the Shareholder Meeting – About the Nominated Directors

		David M.B. LeGresley (66)
		Independent | 2024 voting results: 307,458,095 (97.76%) for, 7,040,485 (2.24%) withheld

About the Shareholder Meeting – About the Nominated Directors

		Andy J. Mah (66)
		Independent | 2024 voting results: 307,287,822 (97.71%) for, 7,210,757 (2.29%) withheld

About the Shareholder Meeting – About the Nominated Directors

				Leslie A. O’Donoghue (62)
				Independent | 2024 voting results: 309,199,685 (98.32%) for, 5,298,896 (1.68%) withheld

About the Shareholder Meeting – About the Nominated Directors

				Bruce D. Rubin (68)
				Independent | 2024 voting results: 313,201,041 (99.59%) for, 1,297,538 (0.41%) withheld

Corporate Governance – Our Governance Practices

		Our Governance Practices

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

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

Corporate Governance guidelines

Our board and management operate under corporate governance guidelines that set out our commitment to principles of good governance.

Corporate Governance – Our Governance Practices

The board’s mandate

The board also oversees Pembina’s overall ESG strategy.

The board fulfils its duties directly and by delegating certain responsibilities to its four standing committees (see page 51 for information about the committees).

Our commitment to respecting human rights is informed by the principles of the Universal Bill of Human Rights, the United Nations Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights, the International Labor Organization’s Declaration of Fundamental Principles and Rights at Work and the Organization for Economic Cooperation and Development Guidelines for Multinational Enterprises.

All directors review our code of ethics policy annually (the code). All executives and employees must acknowledge every year that they have read and understand the code, anti-bribery policy, whistleblower policy and other policies, will review all updates, and will comply with them at all times. You can find these and other policies on our website (www.pembina.com).

Corporate Governance – Our Governance Practices

Code of ethics policy

The code establishes a high standard of integrity and ethical behaviour to support Pembina’s reputation and its relationships with its internal and external stakeholders. All directors, executives, employees, consultants and contractors of Pembina are governed by the code, which sets out principles for ethical conduct in the following areas:

Compliance with the code is mandatory and everyone has a responsibility to report violations of the code. Violations of the code can result in disciplinary action, up to and including dismissal for cause.

The board is responsible for establishing procedures for monitoring compliance with the code and does so through a combination of periodic reports from management, our annual certification process, as well as through our whistleblower policy (see below). No waivers of the code for directors or executives can be made unless it is approved by the board and properly disclosed, as required by applicable laws and regulations. Waivers in respect of employees, consultants, contractors or agents may be given by the President and the CEO and reported to the board at the next meeting. The board has not waived any aspect of the code since it was implemented in 2005, and no material change reports related to the conduct of any director or officer have been filed (which would generally be required for conduct that would constitute a material departure from the code).

Whistleblower policy

Our whistleblower policy is designed to help us uphold our reputation and maintain public confidence by encouraging directors, employees, consultants, contractors, and other stakeholders to act responsibly, raise concerns and report any potential instance of unethical practices without fear of discrimination, retaliation or harassment. The policy includes examples of activities that should be reported, and the process whistleblowers should follow to file a confidential report, including a whistleblower line that allows people to report anonymously by telephone or the internet, or through our external legal counsel addressed as confidential for direct delivery to the board chair, at any time. Any reports received through the whistleblower line or by the board chair regarding financial statement disclosures, accounting, internal accounting controls or auditing matters will be forwarded to the chair of the audit committee. Complaints under the whistleblower policy are treated confidentially and promptly and thoroughly investigated.

Anti-bribery policy

Our anti-bribery policy formalizes and records Pembina’s procedures to ensure the company and its directors, officers and employees conduct business in an honest and ethical manner when dealing with government officials and all other parties and comply with anti-corruption laws. The anti-bribery policy reflects the standards Pembina expects its contractors, consultants, agents and other third-party representatives to adhere to when acting on Pembina’s behalf.

Sanctions policy

Our sanctions policy reinforces Pembina’s commitment to carry out its business activities in compliance with applicable sanctions laws, rules and regulations. The key objectives of the sanctions policy are to provide guidance and requirements for Pembina and its personnel to comply with all applicable legal obligations related to sanctions laws, rules and regulations to protect Pembina’s reputation and ensure continued access to the goods, services and technology required to conduct its business, and demonstrate Pembina’s commitment to compliance with sanctions laws, rules and regulations to third parties, including joint venture partners, governmental authorities and local stakeholders.

Community relations policy

Our community relations policy focuses on the company’s commitment to being recognized as a leader in its relationships with communities, where Pembina is welcomed as a safe and responsible partner whose positive social impact creates significant value for all of its stakeholders. Under this policy, Pembina’s employees, consultants, contractors and directors are

Corporate Governance – Our Governance Practices

expected to recognize and respond to the needs of the community, while addressing broader social issues by: understanding what communities value and what is important to them; making measurable commitments and delivering on them; minimizing potential impacts of Pembina’s projects and operations by conducting early, meaningful and ongoing engagement; and identifying partnership opportunities in support of community and economic development for mutual benefit.

Indigenous and Tribal relations policy

As part of Pembina’s approach to Indigenous relations, Pembina seeks to enter into lasting and mutually-beneficial relationships with Indigenous and Tribal peoples affected by its operations. By striving for positive and mutually-beneficial relationships with Indigenous and Tribal communities, Pembina directors, employees, consultants and contractors will help build continued success for Pembina’s existing and expanding systems and other businesses.

Supplier code of conduct

Pembina prides itself on working with suppliers who place safety as a top priority, uphold the highest standards of ethics and integrity, and are economically, environmentally, and socially responsible. The purpose of the supplier code of conduct is to help ensure Pembina works with suppliers who share our commitment to the following principles, which help shape Pembina’s business philosophy on a day-to-day basis: creating a safe workplace; environmental stewardship; equity, diversity and inclusion (EDI); protection of human rights; no forced labour or child labour; ethics, integrity and compliance; anti-corruption and anti-bribery; privacy, confidentiality, and information security; and compliance with applicable laws and policies; representing the Pembina brand and reporting breaches of the code through our Whistleblower Hotline.

Conflicts of interests and related party transactions

The directors and officers of Pembina may be directors or officers of entities that we are in competition with or are customers or suppliers of Pembina or certain entities in which Pembina holds an equity investment. This may give rise to a conflict of interest in the administration of their duties for Pembina. Directors and officers of Pembina are required to disclose the existence of potential conflicts of interest in accordance with the code and other corporate governance policies and in accordance with the Business Corporations Act (Alberta).

The audit committee has oversight of related party transactions. Under our code, a director who has a material interest in a transaction or agreement involving Pembina must disclose their interest to Pembina’s Corporate Secretary and may not participate in any discussions or votes on the matter. All directors and senior officers of Pembina also complete an annual questionnaire disclosing any related party transactions. The oversight process is managed by Pembina’s financial services team in cooperation with the governance team, who maintain a list of all affiliations and run a process quarterly to ensure that related party transactions are reported and disclosed as required. See Note 27 in our 2024 Audited Consolidated Financial Statements for further discussion on related party transactions.

Related party in this context means: (a) individuals who are considered key management personnel, including certain key officers and the directors of Pembina, and close members of the individual’s family; (b) any entities that the above individual’s control, jointly control, have significant influence over, or serve as key management personnel or directors; (c) joint ventures held by Pembina; and (d) pension plans that benefit employees. A related party transaction is a transfer of resources, services or obligations between a reporting entity and a related party, regardless of whether a price is charged.

a risk. The board approves our strategic plan and monitors performance against it throughout the year, based on quarterly updates and reports from management.

Corporate Governance – Our Governance Practices

Pembina will build on its strengths by continuing to invest in and grow the core businesses that provide critical transportation and midstream services to help ensure reliable and secure energy supply. Pembina will capitalize on exciting opportunities to leverage its assets and expertise into new service offerings that enable the transition to a lower-carbon economy. In continuing to meet global energy demand and its customers’ needs, while ensuring Pembina’s long-term success and resilience, the company has established four strategic priorities: