Gibson Energy Inc. ($GEI)

Okay. We're going to start early. Good morning, and welcome to the Annual Shareholder Meeting of Gibson Energy. My name is Jim Estey, and I am the Chairman of Gibson Board. And in accordance with the bylaws of the company, I will act as chair of the meeting. Given the importance of safety within Gibson, and our culture, we will start today this meeting with a safety moment from Nathalie Wyman. That will be followed by a land acknowledgment from [ Terra Higley ] and an introduction of the directors and officers who have joined us today. Following completion of these preliminary matters, we will then move into the formal part of the meeting. during which you, our shareholders or duly appointed proxy holders will vote on the 3 matters set forth in the management information circular. Finally, our President and CEO, Curtis Philippon, will provide a company update, which will be followed by question-and-answer period, which you, shareholders and proxy holders are invited to ask questions of the directors and the executive management. At the conclusion of our program, the directors and officers and senior management will be available in the room to answer further questions you may have. I will now call on Natalie to provide a safety moment.

Thank you, Mr. Chair. As we begin today, I would like to take a moment to acknowledge that Canadian Mental Health Week began yesterday and continues until Sunday, May this year, Mental Health Week recognizes the role we all play in supporting mental health through connection. At Gibson, Mission Zero is about protecting our people, our environment and our assets and that starts with looking out for 1 another. Sometimes the most important thing we can do is pause, check in with the colleague and make space for honest conversation. We may not always know what someone is carrying, but listening, showing compassion and encouraging support can make a meaningful difference. Mental health challenges can affect any 1 of us at any time and reaching out for help should always be a sign of strength. As we go through today's meeting and in the work we do every day, let's remember that taking care of recalls and each other is part of what it means to work safely. Thank you.

Thank you very much I will ask now [ Terra ] to provide a land acknowledgment.

Thank you, Mr. Chair. In the spirit of respect, reciprocity and truth, we honor and acknowledge the and the traditional Treaty 7 territory and oral practices of the Blackfoot Confederacy, Siksika, Kainai, Piikani, Tsuut’'ina, Îyâxe Stoney Nakoda Nations, and Métis Nation, District 4, 5 and 6 within the historical Northwest land. We also acknowledge all nations who live work and play on this land and who honor and celebrate this territory. Finally, we acknowledge that our work spans across many lands where the histories, cultures and traditions of indigenous people are embedded across North America. We recognize the land and water and benefits it provides all of us and are grateful for generations passed. The traditional knowledge keepers and Elders who are here with us today and future generations who will continue to inspire and share their home land with us. Thank you.

Thank you very much. It is a privilege to be here on behalf of the Board to reflect on Gibson's history, performance and future. Gibson's history spans more than 70 years. It is a success story built on resilience, discipline and consistent value creation. From our early beginnings, Gibson has grown into a trusted infrastructure partner with an energy value chain anchored in safety, operational excellence and strong customer relations. The long history is reflected in the important milestones across our business. Later this month, our Moose Jaw facility will celebrate 95 years in operation. That is a remarkable milestone that speaks to the longetivity of our assets. The important role it continues to play and the many people who have contributed to its success. Over its history, Gibson has successfully evolved from a traditional energy provider into a diversified infrastructure platform with high-quality long-life assets. That evolution has involved strategic portfolio decisions, including streamlining our focus through divestments of NGL and the trucking businesses, targeted capital projects such as our DRU and Hardisty, terminal expansion in Edmonton and Hardisty and the acquisitions of Motto and Gateway Terminal in 2023 and of course, the recent Shaunavon pipeline which closed last Friday. Each of these strategic decisions have diversified and strengthened our business while still maintaining a strategic liquid focus and have positioned Gibson as a key player in the critical energy corridor in North America. At the same time, our focus on managing costs, allocating capital responsibly has delivered strong returns for investors including shareholder returns over the last 10 years of approximately 240% from 2016 to today, driven by both share price appreciation and the value created through dividends. Gibson's ability to adopt through multiple commodity cycles while maintaining financial strength has been a defining characteristics of the organization. And that track record matters. It reflects a disciplined approach to strategy and capital allocation, and it gives us confidence in our ability to create long-term value. None of this success would be possible without our people. The Board recognizes that Gibson's culture of safety, accountability and performance has enabled us to execute reliably and build long-term partnerships. This is exemplified by the recent milestone of safety loading 1 billion barrels at our Gateway facility since start-up in 2020. We an achievement that not only speaks to our operational excellence, but to our commitment of our teams to ensure everyone gets home safely at the end of the day. Gibson standing as a top performer, safety performer among North American midstream companies is something we're extremely proud of. And it reflects the professionalism dedication and leadership of our employees across the organization. We also believe that Gibson's success is strengthened by the ownership mindset of employees, with over 95% of our employees being shareholders, our people are directly invested in long-term performance of the company. This reinforces a culture where our employees think like owners, driving sustainable value for all stakeholders. That same ownership culture is reflected in the way Gibson employees continue to give back to the communities where we work, live and play. In 2025, Gibson saw a 95% participation rate in our community giving program across our locations, a level of engagement that continues to distinguish Gibson and speaks to the commitment of our people to make a positive impact beyond our operations. Thank you to all Gibson employees who volunteer, donate and support community initiatives throughout the year. On behalf of the Board, I also want to note the importance of fostering a diverse and inclusive organization. We are proud of the diversity reflected on our Board and across our workforce. At the same time, we recognize that senior manage diversity remains a significant gap. -- and an area where more work is needed. Diverse leadership brings broader perspective, strengthens decision-making and supports better long-term outcomes. It is an important focus of the Board as part of our oversight of leadership development and succession. We are proud of Gibson's 70-year plus history. We are equally focused on what comes next. The energy landscape is evolving, and Gibson is well positioned to play a critical role in that transformation. We see the future defined by principal by disciplined growth, expanded infrastructure opportunities and continued leadership in reliability and safety. With a strong foundation, a clear strategy and the right team Gibson is well positioned to continue connecting customers to markets and employees to a rewarding career operating safely, responsibly and creating long-term value for shareholders. Prior to commencing the formal business of the meeting, I would like to welcome Riley Hicks, Senior Vice President and Chief Financial Officer; to introduce the other members of the Board who are present with us today and standing for election.

Thank you, Mr. Chair. I am pleased to introduce the remaining members of the Board who are standing for election today. I would ask each of you to stand quickly as I say your name. Doug Bloom, Judy Cotte, Heidi Dutton; Maria Hooper, Diane Kazarian, Peggy Montana, Khalid Muslih, Craig Richardson and our President and Chief Executive Officer, Curtis Philippon. I would like to thank our directors for their continued service, stewardship and support of Gibson. Biographical information for each director nominee, together with committee memberships and other background information is set out in our management information circular. In addition to our directors, we have the following members of our executive management team with us today. Dave Goss, Senior Vice President and Chief Operating Officer; and Kelly Holtby, Senior Vice President of Commercial Development Canada. Thank you.

Thank you, Riley. We will now proceed with the formal business of the meeting. To deal with the formal portion of the meeting as effectively as a possible we have prearranged designated shareholders to move and second motions. This is no way intended to discourage any comments, questions on any motion. Only registered shareholders who have held their shares in their name as of the 18th of March 2026, the record date of this meeting or their duly appointed proxy holders are entitled to vote on resolutions presented in this meeting. Should any registered shareholder or duly appointed proxy holder present in person at this meeting wish to speak on the matter, please raise your hand, and a member of our team will bring you a mic. For those shareholders or duly appointed proxy holders who have joined us online, questions and comments can also be submitted electronically on the Lumi platform by following the instructions on the platform. Unless your comments or questions relate to specific motions being considered at the time. Please hold your comments until the question-and-answer period following the formal portion of the meeting. The Annual General Meeting of the shareholders of Gibson Energy Inc. will now come to order. I appoint [ John Azerne ], [ Vice Breeden ] Legal and General Counsel to act as Secretary. I also appoint [ Natu ], an Odyssey Trust Company to act as scrutineer. I have received a declaration prepared by Odyssey indicating that the notice of the meeting, information circular, and the form of proxy were mailed and delivered to shareholders as of record March 23, 2026. With consent, reading of the notice of meeting will be dispensed with. [ Mr. Resene ] is requested to keep a copy of the notice of the meeting and Odyssey speculation with the minutes. The scrutineers have provided me with the attendance report for the meeting. and I declare the requisite quorum of shareholders is present. [ Mr. Azerni ] will keep the scrutineers' report with the minutes. I now declare that the meeting be properly called to order and is duly constituted for the transaction of business. Voting will be conducted by electronic ballot for registered shareholders or duly appointed proxy holders attending the meeting virtually. Paper ballots were provided for all matters of those attending the meeting in person. Voting will be open for all resolutions at the same time, which will allow you to choose to vote for each resolution immediately, or wait until the conclusion of the discussion on each resolution prior to casting your vote. For those who have not voted yet, simply click for against or withhold, as applicable on your LUMI device if you're attending virtually. You will see confirmation immediately above the voting buttons once you have submitted your choice. For those attending the meeting in person, if you did not return your completed ballots to the registration table, please raise your hand after the final item of business has been read. The scootineers will then collect the ballots. There will be an opportunity to ask questions on each resolution in turn. Once discussion on all items of business has concluded, voting will be closed on all resolutions. The results will be tallied by the scrutineer once voting is completed and will be provided at the end of the formal portion of the meeting. The polls are now open on all resolutions. I'd like to tell you it gets more interesting, but it doesn't. But. I've said this before, I really like the can call Chairman, and I'm going to give you my children's phone number and you could encourage them to address me in that manner. The first item of business is the presentation of the audited financial statements for the year ended December 31, 2025 and 2024, together with the auditor's report hereon. Shareholders will not be asked to approve the financial statements table. However, Riley Hicks will be available to answer any questions concerning financial statements you may have during the question-and-answer period following the formal portion of the meeting. In addition, there are extra copies of the financial statements available to shareholders upon request or on our website or SEDAR. The next item of business is the election of director nominees as set forth in the company's management information circular being James Estey, Douglas Bloom, Judy Cotte, Heidi Dutton, Maria Hooper; Diane Kazarian, Margaret Montana, Khalid Muslih, I got you this year. Craig Richardson and Curtis Philippon. The company bylaws concern contain advanced notice provisions that require advanced notice to the company of any other director nominees. And since no notice was received, the nominations for directors is now closed. May I please have a motion on the election of directors. My name is [ Colin Geer ], Senior Supervisor Maintenance based in Muscha, Saskatchewan. I've been the Gibson shareholder for 11 years. Over the past year, the team at Westa contributed to strengthening Gibson's safety culture by supporting the successful and safe execution of the turnaround at our Mostra facility completed with 0 injuries. This included 23,800 contractor hours, 146 orientations, 663 permits and 313 work orders. Mr. Chair, I nominate each of the individuals you have listed, and I move that each nominee be elected as a Director of Gibson Energy to serve until the next annual meeting of the shareholders or until their successors are duly elected or on -- and congratulations on your accomplishments. May I please have a seconder for the motion?

Mr. Chair, I second the most.

Thank you very much. The motion is now open for discussion. John, are there any questions.

There are no questions.

Thank you, John. If there are no questions, you may cast your vote at this time if you've not already done so. The next item of business is the appointment of the auditors for the ensuing year. May I please have a motion for the appointment of the auditors.

My name is Cody Johnson, Senior Operations Supervisor based in Hardisty, Alberta, and I've been a Gibson shareholder for 14 years. This past year, the Hardisty team supported Gibsons commitment to safety by leading the turnaround at the DRU, delivering the project with 0 injuries. The turnaround was completed ahead of schedule and under budget over a 25-day execution period, with a peak workforce of 148 people on site and more than 27,000 combined hours worked, all with 0 recordable or lost-time injuries.

Mr. Chair, I move the PricewaterhouseCoopers LLP charter professional accountants, be appointed auditors of the company until the next Annual General Meeting of the shareholders. or until their successors are appointed and that the remuneration as such be fixed by the Board of Directors.

Thank you, Cody. So 14 years means Cody bought the stock in the -- and to steal the Bank of Nova Scotia is saying, "You're richer than you think. Is there anybody from the Scotia in here? Thank you. May I please have a seconder for the motion.

Mr. Chair, I second the motion.

You've got a tough part -- how long did it take you to learn your line. Thank you. The motion is now open for discussion and questions. John, any questions?

There are no questions.

Thank you. If there are no questions, you may cast your vote at this time if you've not already done so. The final item of business today is the advisory vote on the company's approach to executive compensation. which is described in detail in the company's information circular. As this is an advisory vote, the results -- the results will not be binding upon the Board of Directors. May I please have a motion for this advisory.

My name is Darcy Smith, the operations specialist, Easton Edmonton, Alberta. I've been at Gibson shareholder for 11 years. This past year, Gibson's commitment to safety was supported through the Edmonton industrial ergonomics initiative using AI to improve railcar loading practices and help achieve 0 rail car loading recordable injuries. Mr. Chair, I move that the shareholders accept the approach to executive compensation disclosed in the Management Information Circular delivered in advance of the 2026 Annual Meeting of Shareholders.

Thank you. May I please have a seconder.

Mr. Chair, I second the motion.

That's -- thank you. This motion is open for discussion and questions. John, any questions.

There are no questions.

Thank you. If there are no further questions, you may now cast your vote at this time if you've not already done so. Now that all scheduled matters have been voted upon, we will pause for a moment while the results are tabulated. I have been advised it's a small moment. I have been advised by the scrutineers that the results are more than 50% in favor of the nomination of each incumbent in director. Therefore, and in accordance with the legal requirements and our majority voting policy, I declare those nominated to be duly elected directors. I have also been advised by the scrutineers that all other motions presented today have been carried by a majority of shareholders. That concludes the formal portion of the meeting, and I direct that the scrutineers' report be kept by Mr. Zenith with the minutes of the meeting. I will now ask for a motion that the formal portion of the meeting be terminated.

My name is Chris Garcia, terminal operator at the Gateway terminal in Ingleside, Texas. I've been at Gibson shareholder for 2 years. this past year, I supported Gibson's commitment to safety through successful and safe execution of gateways, dock upgrades, dredging activities and the Cactus II pipeline tie-in -- these projects strengthen gateways export capabilities by improving marine loading, efficiency, enabling larger vessel volumes, reducing customer shipping time and cost and expanding access to additional crude supply for export. Mr. Chair, I move that this meeting be terminated. So a little history. This is Chris' first time in Canada. And we take you to hockey gain Chris, but they don't seem to be playing hockey here right now. And we were thinking about what we would get you for your as a present for your first gift to Canada and the Beaver tail shop was closed, and I know you don't know what that is, but you'll Google and find out. But I want you to step forward because we have a little gift for you. -- and I want to thank the -- I second the motion individual who went out and bought it yesterday, that was more difficult than your line.

All right. One more. May I have a seconder?

Mr. Chair, I second the motion.

Thank you. Carried. I declare the meeting terminated and thank you, our shareholders, for participating in today's meeting. Before I turn the meeting over to Curtis, I would like to take a moment to recognize Gibson's industry-leading safety performance and the continued commitment of our people to Mission 0. Please join me in a round of applause to thank everyone across Gibson for their outstanding work and dedication to keeping 1 another safe. I'd like to turn the meeting over to Curtis Philippon, our President and CEO. After Curtis' presentation, the Board and management will be happy to answer questions. At that time, if you have any questions, please raise your hand. And once the acknowledgment, a team member will bring you the mic. If you joined us online, you may submit your questions through the Lumi portal. And 1 of Gibson's representatives will ask the question on your behalf. Curtis Well, I couldn't be prouder of the the safety culture, the safety program and the performance across the organization. And just thank you to everybody that took the time to travel here today to share a few of the snippets. There's so many great stories around the company that that drive the industry-leading safety performance that we're also proud to be a part of. So -- thank you very much. Maybe 1 more round of applause for that. I'm also incredibly proud of the ownership mindset that Jim talked about. And you see it around the room, everybody online can't see it, but we've got a packed house standing room only here. We've also got rooms all across Gibson right now that are tuned in, watching the AGM. And there's there's a difference here that we have over 95% of employees that are shareholders of the company it drives a different level of care, a different level of performance that it really is a differentiator for us, and it's just fantastic to see it firsthand, and I fully believe it drives a different level of performance in our results. So thank you very much for that. our strategy at Gibson is fairly straightforward. We're crude focused. We're built around these crown jewel crude infrastructure assets -- and those assets couldn't be more important today. The world is facing an energy crisis and our assets and our customers are playing a key role in delivering energy to the world to meet that need. And we're going to see that need in the near term and in the long term using a disciplined approach to our business and with these assets and with this team, we're able to drive a very compelling story for shareholders. And we're going to drive a very compelling return story for shareholders. We talk about that we invest with the expectation that we drive an over 100% return for shareholders over the next 5 years. And at the -- at our Investor Day back in December, we spent a fair bit of time walking through what is that strategy? How do we go about delivering on that that compelling rate of total return for shareholders. And a key part of it is around driving a growth strategy that drives over an over 7% infrastructure EBITDA per share growth rate over the next 5 years. And we do that from a couple of different angles. We do it from driving through some excellent growth capital projects over these 5 different verticals you see on the left-hand side of the screen, but we also drive it through driving additional optimization through our current assets. And so we talked about sort of driving 5% from projects, another 2% from just driving increasing efficiencies through our business. That's a key strategy for us to go drive this overall 7% plus growth rate. And as you get into the last few months, since this Investor Day, I can be more pleased with the progress that the team has made on advancing those strategies. So number one, from a people perspective, we spent a lot of time over the last few months and over the last year, making sure we've got the right team embedded in different locations. We have the right people to go drive the growth in the seats around the company. We've also made sure that, that team is is very goal-oriented. I'm sure everybody in this room here their employees know that we've spent a lot of time embedding a very goal focused culture into the company. We've directly linked at the compensation to make sure people are very clear on what success looks like, and we've got good aligned execution, really advancing the organization. We've also spent some time doing some difficult work to make sure that we've got the team set up to be as lean as possible. We need to be lean and customer-focused in order to win. And we've done some difficult things over the last few months to make sure we've got the organization set up to be that customer-focused, lean organization. Secondly, we've advanced the Wink the Gateway project. And so we announced back in December, the Wink the Gateway integration project. This project is project where we add, we're adding additional tank capacity in Wink and we're adding additional -- doing some work at Gateway to twin the harvest line coming into the facility to remove bottlenecks -- and so the project is really all about driving additional supply to gateway customers. And I got to tell you, back in December, when we sanctioned this project, it was a strong project. today in this export market, and everybody's just craving as much volume is absolutely possible. That -- this project has become critical. And we're quite pleased to say that it's advancing well on track to be in place for the back half of the year. And lastly, big news this week. It was a milestone week for us. On May 1, we officially closed the $400 million Shavin acquisition. We couldn't be happier to welcome that team into the organization, and there is a tremendous amount of work to get it to this point. And so I'll just thank you to a number of people in this room that spent a lot of work making sure we had process to integrate that asset in, and we couldn't be more excited to be welcoming 12 new employees from the Shavin team into the Gibson organization. and we're quite excited to start talking with customers now that we officially have the asset under Gibson control. I'll start with a couple of shots on the end here. So this is a live picture for May 1. This is from on-site with our new Shavin team officially kicking off operations. So quite excited to be now have our hands on that and get the work on a number of capital projects and talking with customers. And this really extends the Hardisty platform for us, which is a key part of our business and also gives us a real runway for future growth projects. So very excited to have that one. in-house now. Second big shout-out that I'll end on is something Jim called out. It's a notable milestone that on March we officially loaded our 1 billionth-barrel in gateway, just a staggering number when you step back and think about it, just from 1 billion barrels loaded since 2020 when the facility started -- and it continues to be just such a critical part of the overall energy story in the world. And it's great that Gibson has got a front row seat to that as we sit here today and we see everything that's going on in the world, I fully expect that we're going to be breaking a number of new records out of gateway over the next coming months as export volumes continue to rise out of Corpus Christi. So -- congratulations to the Gateway team and Chris has represented I'm here today. So thank you -- thank you very much. I think I'll pause there, and I think I have an obligatory note, I need to say that I will do the pause for advisory statement there? Or do we pause for questions or I'll now open the meeting for any questions. And as we do this, we'll pause on the advisory statement before we conclude. Read that you've got great is -- you're in the wrong. Is there any questions online? Well, thank you all for attending the 2026 Gibson Energy Annual Meeting, and please have a safe rest of your day. Thank you.