Pembina PipelineCorporation

TSX: PPL | NYSE: PBA

Acquisition of Kinder Morgan Canada and

Cochin Pipeline

August 21, 2019

Forward-looking statements and informationThis presentation contains certain forward-looking statements and information

that are based on Pembina's expectations, estimates, projections and

assumptions in light of its experience and its perception of historical trends as

well as current market conditions and perceived business opportunities. In some

cases, forward-looking information can be identified by terminology such as

"expects", "will", "would", "anticipates", "plans", "estimates", "develop", "intends",

"potential", "continue", "could", "create", "keep", and similar expressions

suggesting future events or future performance.

In particular, this presentation contains forward-looking statements, including

certain financial outlooks, pertaining to, without limitation: the proposed

acquisition of (i) Kinder Morgan Canada Limited (“KML”) and (ii) the U.S. portion

of the Cochin Pipeline system from Kinder Morgan, Inc. (collectively, the

"Transaction"), including the expected closing date, strategic rationale and the

anticipated benefits of the Transaction to Pembina's and KML's securityholders

and customers, the expected size and capabilities of the combined company, as

well as anticipated synergies (including strategic integration and diversification

opportunities and the accretion to cash flow of Pembina), future growth projects,

financial results and financial ratios related to and growth opportunities

associated with the assets acquired pursuant to the Transaction and the

combined entity including: EBITDA expectations, enterprise value, counterparty

exposure, fee-for-service cash flows, future dividends which may be declared on

Pembina's common shares and timing thereof; the ongoing utilization and

expansions of and additions to Pembina's business and asset base,

expectations regarding future commodity market supply, demand and pricing

and supply and demand for hydrocarbon and derivatives services.

Undue reliance should not be placed on these forward-looking statements and

information as they are based on assumptions made by Pembina as of the date

hereof regarding, among other things, the ability of the parties to satisfy the

conditions to closing of the Transaction in a timely manner, that favourable

growth parameters continue to exist in respect of current and future growth

projects (including the ability to finance such projects on favorable terms), future

levels of oil and natural gas development, potential revenue and cash flow

enhancement; future cash flows, with respect to Pembina's dividends: prevailing

commodity prices, margins and exchange rates, that Pembina's businesses will

continue to achieve sustainable financial results and that the combined

company's future results of operations will be consistent with past performance

of Pembina and KML and management expectations in relation thereto, the

availability and sources of capital, operating costs, ongoing utilization and future

expansion for the combined company, the ability to reach required commercial

agreements, and the ability to obtain required regulatory approvals.

While Pembina believes the expectations and assumptions reflected in these

forward-looking statements are reasonable as of the date hereof, there can be

no assurance that they will prove to be correct. Forward-looking statements are

subject to known and unknown risks and uncertainties which may cause actual

performance and financial results to differ materially from the results expressed

or implied, including but not limited to: the ability of the parties to receive, in a

timely manner, the necessary regulatory, court, securityholder, stock exchange

and any other third-party approvals, including but not limited to the receipt of

applicable competition approvals; the ability of the parties to satisfy, in a timely

manner, the other conditions to the closing of the Transaction; the failure to

realize the anticipated benefits or synergies of the Transaction following closing

due to integration issues or otherwise and expectations and assumptions

concerning, among other things: customer demand for the company's services,

commodity prices and interest and foreign exchange rates, planned synergies,

capital efficiencies and cost-savings, applicable tax laws, future production

rates, the sufficiency of budgeted capital expenditures in carrying out planned

activities, the impact of competitive entities and pricing; reliance on key industry

partners, alliances and agreements; the strength and operations of the oil and

natural gas industry and related commodity prices; the regulatory environment

and the ability to obtain regulatory approvals; fluctuations in operating results;

the availability and cost of labour and other materials; the ability to finance

projects on advantageous terms; and tax laws and tax treatment. In addition,

the closing of the Transaction may not be completed, or may be delayed if the

parties' respective conditions to the closing of the Transaction, including the

timely receipt of all necessary regulatory approvals, are not satisfied on the

anticipated timelines or at all. Accordingly, there is a risk that the Transaction will

not be completed within the anticipated time, on the terms currently proposed or

at all.

Additional information on these factors as well as other risks that could impact

Pembina's operational and financial results are contained in Pembina's Annual

Information Form and Management's Discussion and Analysis for the year

ended December 31, 2018, and described in our public filings available in

Canada at www.sedar.com and in the United States at www.sec.gov. Readers

are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking statements contained in this document speak only as of the

date of this document. Except as expressly required by applicable securities

laws, Pembina and its subsidiaries assume no obligation to update forward-

looking statements and information should circumstances or management's

expectations, estimates, projections or assumptions change. The forward-

looking statements contained in this document are expressly qualified by this

cautionary statement. Readers are cautioned that management of Pembina

approved the financial outlooks contained herein as of the date of this

presentation. The purpose of the financial outlooks contained herein is to give

the reader an indication of the value of Pembina's current and anticipated

growth projects, including with respect to the acquisition of assets pursuant to

the Transaction. Readers should be cautioned that the information contained in

the financial outlooks contained herein may not be appropriate for other

purposes.

The estimates of adjusted EBITDA set forth in this presentation may be

considered to be future-oriented financial information or a financial outlook for

the purposes of applicable Canadian securities laws. Financial outlook and

future oriented financial information contained in this presentation about

prospective financial performance (including future expected adjusted EBITDA

and expected incremental adjusted EBITDA), financial position or cash flows are

based on assumptions about future events, including economic conditions and

proposed courses of action, based on management’s assessment of the

relevant information currently available, and to become available in the

future. These projections contain forward-looking statements and are based on

a number of material assumptions and factors set out above. Actual results may

differ significantly from the projections presented herein. These projections may

also be considered to contain future-oriented financial information or a financial

outlook. The actual results of Pembina’s operations for any period will likely vary

from the amounts set forth in these projections, and such variations may be

material. See above for a discussion of the risks that could cause actual results

to vary. The future-oriented financial information and financial outlooks

contained in this presentation have been approved by management as of the

date of this presentation. Readers are cautioned that any such financial outlook

and future oriented financial information contained herein should not be used for

purposes other than those for which it is disclosed herein. Pembina and its

management believe that the prospective financial information has been

prepared on a reasonable basis, reflecting management’s best estimates and

judgments, and represent, to the best of management’s knowledge and opinion,

the Company’s expected course of action. However, because this information is

highly subjective, it should not be relied on as necessarily indicative of future

results. Accordingly, readers are cautioned that events or circumstances could

cause results to differ materially from those predicted, forecasted or projected.

Such forward-looking statements are expressly qualified by the above

statements. The forward-looking statements contained in this document speak

only as of the date of this document. Pembina does not undertake any

obligation to publicly update or revise any forward-looking statements or

information contained herein, except as required by applicable laws.

In this presentation, Pembina has used the terms adjusted EBITDA and

adjusted cash flow per share, which are non-GAAP measures. For more

information about these non-GAAP measures, see the" Non-GAAP Measures"

section below. The information contained herein with respect to future adjusted

EBITDA is to assist investors in understanding the combined company's

expected financial results, and this information may not be appropriate for other

purposes.

The forward-looking statements contained in this document are expressly

qualified by this cautionary statement.

1

Non-GAAP measures

In this presentation, Pembina has used the terms adjusted earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA")

and adjusted cash flow from operating activities per common share ("adjusted cash flow per share"), which do not have any standardized

meaning under IFRS ("Non-GAAP Measures"). Since Non-GAAP financial measures do not have a standardized meaning prescribed by GAAP

and are therefore unlikely to be comparable to similar measures presented by other companies, securities regulations require that Non-GAAP

financial measures are clearly defined, qualified and reconciled to their nearest GAAP measure. These Non-GAAP measures are calculated and

disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods. The intent of Non-GAAP

measures is to provide additional useful information respecting Pembina's financial and operational performance to investors and analysts and

the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in

substitute for measures of performance prepared in accordance with IFRS.

Other issuers may calculate these Non-GAAP measures differently. Investors should be cautioned that these measures should not be construed

as alternatives to revenue, earnings, cash flow from operating activities, gross profit or other measures of financial results determined in

accordance with GAAP as an indicator of Pembina's performance. For additional information regarding non-GAAP measures, please refer to

Pembina's financial reports, which are available on SEDAR at www.sedar.com and at www.pembina.com.

2

Transaction

Overview

• Overall transaction size of $4.35 billion, comprised of:

› Acquisition of all outstanding shares of Kinder Morgan Canada (“KML”) in exchange for Pembina shares,

representing a share price for KML of $15.02 calculated using Pembina’s 30-day volume weighted average share

price; each outstanding KML security will be exchanged for 0.3068 of a Pembina share;

› The assumption of $550 million of KML preferred shares; and

› The acquisition of the U.S. portion of the Cochin Pipeline system from Kinder Morgan, Inc. for US$1.546 billion in

cash

Key Assets • Cochin Pipeline System, Edmonton Terminals, Vancouver Wharves

Financial

Highlights

• The assets being acquired in the Transaction are expected to generate adjusted EBITDA of approximately $350

million in 2019

• Through the integration of these assets with the Company's existing businesses, Pembina estimates that

incremental run-rate adjusted EBITDA of $50 million can be realized within five years with nominal capital

investment; in addition, Pembina expects that the assets could generate an additional $50 million of run-rate

adjusted EBITDA through expansion opportunities

• Strengthens Pembina’s Financial Guardrails

• Accretive to adjusted cash flow per share

• Pembina will increase its monthly dividend by $0.01 per share, or approximately 5%, subject to successfully closing

the Transaction

Regulatory /

Timing

• Expected closing in the first half of 2020, subject to customary regulatory approvals required in Canada and the U.S.

Transaction highlights

3

This Transaction further enhances the quality of Pembina’s overall asset base and provides confidence to increase the dividend

See “Forward-looking statements and information” and “Non-GAAP measures”.

Strategic rationale

4

This Transaction is another unique opportunity to create long-term value and enhance our customer service offering

High Quality,

Integrated

Assets

• Highly strategic acquisition of the Cochin mainline, a fully contracted, cross-border pipeline system connecting

Pembina’s Channahon, Bakken and Edmonton assets

• Cochin is connected to Mont Belvieu, Conway and Edmonton markets

• Eastern leg of Cochin presents a future possibility to also connect to Pembina’s assets and markets in Sarnia

• Includes a significant crude oil storage and terminalling business in Western Canada’s key energy complex, which

connects Pembina’s conventional and oilsands pipelines to all major export pipelines while providing customers

with increased flexibility and greater egress options

• Potential for further integration of the Vancouver Wharves assets into the Pembina value chain

Strong

Commercial

Platform

• Asset base is predominantly supported by long-term, fee-for-service, take-or-pay contracts which are underpinned

by investment grade counterparties

• Strengthens Pembina’s Financial Guardrails and hence Pembina as a whole

Enhanced

Diversification

and Future

Growth

• Enhances basin (Bakken), currency and market diversification; ~50% of acquired EBITDA is USD based and

connects to Chicago area’s premium quality condensate supply

• Meaningful upside available from currently identified capital projects and integration with Pembina’s existing

businesses

Positive

Financial

Impact

• 5-year target to increase adjusted EBITDA from the acquired assets by 15-30%

• Immediately accretive to adjusted cash flow per share

• Increases fee-for-service and take-or-pay component of adjusted EBITDA

See “Forward-looking statements information” and “Non-GAAP measures”.

COCHIN

MAX BASS

TERMINAL

KANKAKEE

WINDSOR

COCHIN

KANKAKEE

TERMINAL(1 mmbbl storage)

RIGA

VANCOUVER WHARVES

EDMONTON

TERMINALS

Cochin Pipeline System

Edmonton Terminals

Strategically located and highly integrated assets

6

Acquisition of KML and Cochin represents a low-risk, high quality extension and enhancement of Pembina’s value chain

• Large merchant terminal position in the Canadian energy industrial complex (~10 million barrels, net), backed by long-term, fee-based

contracts with primarily investment grade customers

› A significant crude oil storage and terminalling business in the core of Western Canada’s crude oil complex

› KML’s Edmonton storage franchise represents a 10x increase in Pembina’s above-ground storage capacity and includes excellent inbound and

outbound connectivity

› Strong strategic fit with Pembina’s core liquids pipelines business; provides greater product egress

• One of two cross-border condensate import pipelines, underpinned by take-or-pay contracts with investment grade customers

› Cross-border pipeline currently in condensate import service; formerly in propane export service

› Connects various Pembina assets, basins and markets; provides significant optionality

› Development possibilities exist in the Bakken and at Sarnia

Vancouver Wharves

• Provides stable, fee-based revenue and access to a critical port providing essential services on the Canadian West Coast

• Possibility to further integrate into Pembina’s value chain

See “Forward-looking statements and information” and "Non-GAAP measures“.

555

389

335

230

133

625

330

133

125

245

110

0

500

1,000

1,500

2,000

2,500

3,000

3,500

Pre Expansion

1997

Syncrude

2001

Horizon

2007

Cheecham

2007

Nipisi & Mitsue

2011

Phase I, II & III

2013 - 2017

AEGS &

Vantage

2014 - 2017

Alliance Pipeline

(Net)

2017

Ruby Pipeline

(Net)

2017

Peace Pipeline

Phase IV & VII

2018, 2021

Cochin (Net)

(Pending)

Capacity

mboe/d

Pipeline transportationNet pipeline capacity through time

7

Total hydrocarbon transportation capacity set to reach ~3.2 mmboe/d(1) Pembina's 68 mbpd (thousand barrels per day) Vantage ethane pipeline is a key supply source for AEGS (Alberta Ethane Gathering System),

and feeds into the total system capacity (2) Alliance Pipeline and Ruby Pipeline capacities are presented net to Pembina and converted to mboe/d

(thousands of barrels of oil equivalent per day) from million cubic feet per day (mmcf/d) at 6:1 ratio.

(3) (mmboe/d) million barrels of oil equivalent per day

See "Forward-looking statements and information”.

~3.2mmboe/d(3)

(1)(2)(2)

In-service

Project under development

KML acquisition (pending)

Oil Sands Growth NGL, Crude &

Condensate GrowthNatural Gas Growth

NGL, Crude &

Condensate

Growth

18065

Condensate

Import

pipeline

1.7

0.6 1.5

1.6

1.0

0.3 0.6

0.5

9.6

0

5

10

15

20

25

Provident

Acquisition

(2012)

3 Caverns

(2013)

2 Caverns

(2015)

3 Caverns

(2016)

3 Caverns

(2018)

Burstall Storage

(2018)

Edmonton North

Terminal (ENT)

(2010)

ENT Expansion

(2016)

Canadian

Diluent Hub

(CDH) (2017)

KML Acquisition

(Net) (Pending)

Total Capacity

mm

bbls

Leading hydrocarbon storage positionNet storage capacity

8

One of Canada's largest storage owners, providing our customers great flexibility(1) (mmbbl) million barrels

See "Forward-looking statements and information“.

6.5mmbbl

23.8mmbbl(1)Merchant Underground Storage Capacity Merchant Above Ground Storage Capacity

(initial Redwater capacity)

Pembina

Provident acquisition

Veresen acquisition

KML acquisition (pending)

The Pembina Store with KML and Cochin

9

Addition of KML and Cochin further vertically integrates the Company along the value chain and enhances access to global markets

Domestic

C5 Pipelines

Canadian Diluent

Hub

NGL

Pipelines

Redwater

StorageRedwater &

Aux Sable

Fractionation

Consumers

Gathering,

Processing,

Field Extraction

Field

Terminals

Producers

Mainline Extraction

and Fractionation

(Younger, Empress,

Aux Sable)Alliance

Pipeline

Prince Rupert LPG

Export Terminal

(under construction)

PDH/PP(under

construction)

Industrial Users

Oil Sands &

Heavy Oil PipelinesCrude Oil

Pipelines Refining

(& Upgrading)

3rd Party

Pipelines &

Facilities

Heavy Oil

Producers

3rd Party

Pipelines

C2+ mix

C3+ mix

NGL

Marketing &

Distribution

C2

NGL

Gas & NGL (HVP)

Gas

Oil & Condensate (LVP)

C2

C3

C4

(proposed)

Truck

Terminals

C5+

Import

C5 Pipelines

C5Vancouver

Wharves

NG

L

Edmonton

North Terminal

Edmonton North

Terminal + ~10 mmbbl

See "Forward-looking statements and information”.

Enhanced pro forma Financial Guardrails

Illustrative 2019 Pro Forma (5)

The Transaction strengthens the quality of Pembina’s adjusted EBITDA, enhancing the Financial Guardrails

Maintain target of 80% fee-based

contribution to Adjusted EBITDA (1)~85% ~87%

Target <100% payout of fee-based

distributable cash flow (2)~78% ~77%

Target 75% credit exposure from investment

grade and secured counterparties (3) 85% ~85%

Maintain strong BBB credit rating (4) ~21%FFO / Debt

~19% FFO / Debt

2019E

1

2

3

4

10(1) Includes inter-segment transactions. (2) Calculated as common share dividends divided by distributable fee-

based cash flow (wholly owned fee-based EBITDA plus fee-based portion of distributions for equity accounted

investees less preferred share dividends, interest and illustrative cash taxes).

(3) Based on gross 60-day exposure. Counterparty ratings are representative of the counterparties' current rating

as of July 19, 2019. Non-investment grade exposure that is secured with letters of credit from investment grade

banks are considered investment grade.

(4) Based on Standard and Poor's methodology and adjustments.

(5) Illustrative case assuming annualized results from the Transaction applied to Pembina’s 2019 forecast.

See “Forward-looking statements and information” and "Non-GAAP measures“.

Summary

11

While this Transaction is focused on quality enhancement and risk reduction, accretion opportunities are also meaningful over the longer term

• This transaction is an excellent opportunity to acquire strategically aligned assets that are a low-risk, high quality

extension of Pembina’s value chain that will enhance our customer service offering;

• The acquired assets improve the quality of Pembina’s adjusted EBITDA and the Transaction strengthens the

Financial Guardrails, enabling Pembina to confidently increase its monthly dividend by approximately 5%, subject

to closing;

• We have demonstrated a strong track record of successfully integrating acquisitions; given the potential synergies

resulting from combining KML, Cochin and Pembina, we estimate that within five years, incremental run-rate

adjusted EBITDA of approximately $50 million can be realized with nominal capital investment, plus $50 million of

additional run-rate adjusted EBITDA through expansion opportunities;

• The Transaction continues to add to Pembina’s value chain, this time increasing asset quality; enhancing

diversification of assets, basin, currency, and markets; all while reducing overall business risk;

• Pembina remains committed to prudent financial management and maintaining a strong BBB credit rating; and

• Our long-term strategy remains unchanged and continues to reduce risk and create shareholder value

See "Forward-looking statements and information” and "Non-GAAP measures“.

Appendix

COCHIN

MAX BASS

TERMINAL

WINDSOR

Redwater

Aux

Sable

Sarnia

Significant integration and

connectivity potential

around Pembina's Redwater,

Aux Sable, and Sarnia assets

KANKAKEE

COCHIN

KANKAKEE

TERMINAL(1 mmbbl Storage)

CONDENSATE

FROM THIRD

PARTY

PIPELINES

RIGA

• The combined assets offer

integration on the condensate

value chain and enhance the

customer service offering to oil

sands users of condensate

• The acquisition provides

diversification across condensate

production basins, customers and

currency

• The Transaction will provide

Pembina with greater exposure to

the oilsands producer customer

base

Cochin Pipeline

The Cochin Pipeline integrates seamlessly into Pembina’s existing assets

NAMAO CDH

CRW HARDISTY

KFS

COLD LAKE OR

ACCESS PIPELINE POLARIS

PEMBINA

TERMINALS

THIRD PARTY

TERMINALS

PEMBINA

PIPELINE

THIRD PARTY

PIPELINE

NORLITE

ALBERTA CONDENSATE

DELIVERY SYSTEM

13See "Forward-looking statements and information."

Edmonton Terminals

14

Pembina’s existing assets run through the heart of KML’s Edmonton Terminal assets

• KML’s Edmonton storage franchise represents a 10x

increase in Pembina’s above-ground storage capacity

`

North 40

(N40)

Edmonton

South

Terminal

(EST)

Base Line

Tank

Terminal

(BTT)

Edmonton

South Rail

Terminal

(ESRT)

Alberta

Crude

Terminal

(ACT)

Sto

rag

e T

erm

ina

lsR

ail

Te

rmin

als

100%

100%

50%

50%

50%

1

5

2

3

4 1

2

3

4

5

Pembina’s

Edmonton

North Terminal

(ENT)

OIL SANDS

PIPELINES

TRANSMISSION

PIPELINES

CONVENTIONAL

PIPELINES

• Extends Pembina’s value

chain by further

extending the integrated

service offering

• Enhances ability to

manage potential

apportionment issues

• Strong strategic fit with Pembina’s core LVP(1)

pipelines and marketing businesses through

substantial blending and storage opportunities

(1) Low vapor pressure

See "Forward-looking statements and information."

NORTHEAST

B.C.

VANCOUVER

WHARVES

Vancouver Wharves

15

Vancouver Wharves has potential further integration into Pembina’s value chain and extends Pembina’s presence along the Pacific coast

PRINCE

RUPERT

KAIEN

ISLAND

PORT EDWARDRIDLEY

ISLAND

Port Edward

Site of

Pembina’s LPG

export terminal

JORDAN COVE LNG(PROPOSED)

• Bulk capacity of 1 million

tonnes

• Enclosed mineral storage

for over 500,000 tonnes of

concentrate

• ~175,000 tonnes of sulfur

storage

• Agri-products storage bins

that hold ~25,000 tonnes

• Four liquid storage tanks

that store ~250,000 bbl

Storage Capacity

• Vancouver Wharves is a bulk commodity terminal operated by KML

• Largest mineral concentrate export and import facility on the West

Coast of North America

› 125 acre bulk marine terminal facility, which transfers over four

million tonnes of bulk cargo annually

› Terminal comprised of five berths

› Only merchant terminal for import and export of distillates in B.C.

› One of two sulfur export ports in B.C.

See "Forward-looking statements and information."