PBNAF Pembina Pipeline Corporation (PK)

TABLE OF CONTENTS

GLOSSARY

In this Prospectus, the following terms have the meanings set out below.

“ABCA” means the Business Corporations Act (Alberta), as amended, including the regulations promulgated thereunder.

“AIF” means the restated annual information form of Pembina dated February 25, 2021 for the year ended December 31, 2020, which was filed on SEDAR (as defined below) on November 18, 2021.

“Annual MD&A” means the restated management’s discussion and analysis of the financial and operating results of Pembina dated February 25, 2021 for the year ended December 31, 2020, which was filed on SEDAR on November 18, 2021.

“Board” means the board of directors of Pembina.

“Class A Preferred Shares” means the Class A preferred shares, issuable in series, in the capital of Pembina.

“Class B Preferred Shares” means the Class B preferred shares in the capital of Pembina.

“Common Shares” means the common shares in the capital of Pembina.

“Corporation” or “Pembina” means Pembina Pipeline Corporation, a corporation organized under the laws of the Province of Alberta, Canada and, unless the context requires otherwise, includes its subsidiaries.

“Debt Securities” means the bonds, debentures, notes or other evidence of indebtedness of any kind, nature or description of the Corporation that may be issued from time to time under this Prospectus and one or more Prospectus Supplements.

“GAAP” means generally accepted accounting principles in effect from time to time in Canada.

“Information Circular” means the management information circular of Pembina dated March 19, 2021 relating to the annual meeting of Shareholders held on May 7, 2021.

“Interim MD&A” means the management’s discussion and analysis of the financial and operating results of Pembina for the three and nine months ended September 30, 2021.

“Jordan Cove” means the proposed development, construction and operation of a liquefied natural gas production and export facility and related infrastructure on the west coast of the U.S.

“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements.

“NI 44-102” means National Instrument 44-102 – Shelf Distributions.

“NYSE” means the New York Stock Exchange.

“Option Plan” means the stock option plan of Pembina approved by the Shareholders on May 26, 2011, as amended effective November 20, 2016 and as further amended effective February 26, 2020. For further information with respect to the Option Plan, see “Information about the long-term incentive plans – Stock option plan” in the Information Circular.

“Options” means the options to purchase Common Shares granted by Pembina under the Option Plan.

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“Preferred Shares” means the Class A Preferred Shares that may be issued from time to time under this Prospectus and one or more Prospectus Supplements.

“SEC” means the United States Securities and Exchange Commission.

“Securities” means, collectively, the Common Shares, the Preferred Shares, the Warrants, the Debt Securities, the Subscription Receipts and the Units.

“Series 1 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 1 of Pembina, issued on July 26, 2013.

“Series 1 Subordinated Notes” means the 4.80% fixed-to-fixed rate subordinated notes, Series 1 due January 25, 2081 of Pembina, issued on January 25, 2021.

“Series 3 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 3 of Pembina, issued on October 2, 2013.

“Series 5 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 5 of the Corporation, issued on January 16, 2014.

“Series 7 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 7 of the Corporation, issued on September 11, 2014.

“Series 9 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 9 of the Corporation, issued on April 10, 2015.

“Series 11 Class A Preferred Shares” means the cumulative redeemable minimum rate reset Class A Preferred Shares, Series 11 of the Corporation, issued on January 1, 2016 and redeemed on March 1, 2021.

“Series 13 Class A Preferred Shares” means the cumulative redeemable minimum rate reset Class A Preferred Shares, Series 13 of the Corporation, issued on April 27, 2016 and redeemed on June 1, 2021.

“Series 15 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 15 of the Corporation, issued on October 2, 2017.

“Series 17 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 17 of the Corporation, issued on October 2, 2017.

“Series 19 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 19 of the Corporation, issued on October 2, 2017.

“Series 2021-A Class A Preferred Shares” means the cumulative redeemable fixed-to-fixed rate Class A Preferred Shares, Series 2021-A of the Corporation, issued on January 25, 2021.

“Series 21 Class A Preferred Shares” means the cumulative redeemable minimum rate reset Class A Preferred Shares, Series 21 of the Corporation, issued on December 7, 2017.

“Series 23 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 23 of the Corporation, issued on December 16, 2019.

“Series 25 Class A Preferred Shares” means the cumulative redeemable rate reset Class A Preferred Shares, Series 25 of the Corporation, issued on December 16, 2019.

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“Shareholders” means the holders of Common Shares.

“Subscription Receipts” means the subscription receipts of Pembina that may be issued from time to time under this Prospectus and one or more Prospectus Supplements.

“TSX” means the Toronto Stock Exchange.

“Units” means the units comprising any combination of Securities that may be issued from time to time under this Prospectus and one or more Prospectus Supplements.

“U.S.” or “United States” means the United States of America.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

“Warrants” means the warrants to purchase Common Shares that may be issued from time to time under this Prospectus and one or more Prospectus Supplements.

Words importing the singular number include the plural, and vice versa, and words importing any gender include all genders.

Unless otherwise specified, Pembina’s financial information in this Prospectus, including the documents incorporated by reference herein, has been prepared in accordance with GAAP in effect from time to time, which are currently International Financial Reporting Standards, as issued by the International Accounting Standards Board, and which differ in certain significant respects from United States generally accepted accounting principles. Accordingly, Pembina’s financial statements may not be comparable to the financial statements of U.S. companies.

Various factors or assumptions are typically applied by Pembina in drawing conclusions or making the forecasts, projections, predictions or estimates set out in forward-looking statements based on information currently available to Pembina at the time such forward-looking statements are made, including those factors and assumptions described under the heading “Forward-Looking Statements and Information” in the AIF and “Forward-Looking Statements & Information” in the Annual MD&A and the Interim MD&A. Pembina believes that the expectations reflected in the forward-looking statements are reasonable as at the date hereof or as at the date specified in the documents incorporated by reference herein, as applicable, but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this Prospectus and in the documents incorporated by reference herein should not be unduly relied upon.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These known and unknown risks, uncertainties and other factors include, but are not limited to, the risk factors described under “Risk Factors” in this Prospectus and under “Risk Factors” in the AIF, the Annual MD&A and the Interim MD&A, as well as the other risk factors described in any documents incorporated by reference that are filed after the date hereof. These factors should not, however, be construed as exhaustive.

The forward-looking statements in this Prospectus speak as of the date hereof, and the forward-looking statements in the documents incorporated by reference into this Prospectus speak as of the date of the document in which they are contained and, unless required by law, Pembina does not undertake any obligation to publicly update or revise such forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements contained or incorporated by reference herein are expressly qualified by this cautionary statement.

NON-GAAP FINANCIAL MEASURES

The documents incorporated by reference in this Prospectus contain references to certain terms that are not specified, defined or determined in accordance with GAAP, including “net revenue”, “adjusted EBITDA” (adjusted earnings before interest, taxes, depreciation and amortization), “adjusted EBITDA per common share”, “adjusted cash flow from operating activities” and “adjusted cash flow from operating activities per common share”. These terms are used by management of Pembina to evaluate the performance of Pembina and its businesses. These 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 issuers, and should not be construed as alternatives to revenue, earnings, cash flow from operating activities, gross profit or other measures calculated in accordance with GAAP as indicators of Pembina’s performance.

These non-GAAP financial measures have the meanings set out in the Annual MD&A and the Interim MD&A. The specific rationale for, and additional information associated with, each non-GAAP financial measure, including, as applicable, a reconciliation to the most directly comparable measure calculated in accordance with GAAP for the applicable period, are also discussed therein. See “Non-GAAP Measures” in the Annual MD&A and the Interim MD&A.

The following documents filed by Pembina, with the securities commissions or similar authorities in each of the provinces of Canada, are specifically incorporated by reference in, and form an integral part of, this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus:

Pembina has applied for and received exemptive relief from the applicable securities commissions or similar authorities in each of the provinces of Canada from the requirement under Item 11.1(1)7 of Form 44-101F1 – Short Form Prospectus that the joint management information circular of Pembina and Inter Pipeline Ltd. dated June 29, 2021 relating to, among other things, the special meeting of Shareholders to be held on July 29, 2021, which was cancelled on July 26, 2021, be incorporated by reference in this Prospectus due to the fact that the information contained therein is either no longer relevant or has been modified or superseded by information contained in this Prospectus or the documents incorporated by reference herein.

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any material change reports (excluding material change reports filed on a confidential basis), interim financial reports, annual financial statements and the auditors’ reports thereon, management’s discussion and analysis of financial condition and results of operations, information circulars, annual information forms and business acquisition reports filed by the Corporation with the securities commissions or similar authorities in each of the provinces of Canada subsequent to the date of this Prospectus are deemed to be incorporated by reference in this Prospectus. In addition, to the extent that any document or information incorporated by reference in this Prospectus is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor form) that is filed with or furnished to the SEC after the date of this Prospectus, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this Prospectus forms a part (in the case of Form 6-K and Form 8-K, if and only to the extent expressly set out therein). We may also incorporate by reference in this Prospectus other information filed with or furnished to the SEC under the U.S. Exchange Act, provided that information included in any report on Form 6-K or Form 8-K shall be deemed to be incorporated by reference only if and to the extent expressly set out therein.

Any statement contained in this Prospectus or in a document (or part thereof) incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document (or part thereof) which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set out in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue

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statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Upon a new annual information form being filed by the Corporation with the applicable securities regulatory authorities during the currency of this Prospectus, the previous annual information form and any material change reports filed prior to the commencement of the Corporation’s financial year in which the new annual information form is filed shall be deemed no longer to be incorporated by reference into this Prospectus for the purposes of future offers and sales of Securities hereunder. Upon new annual financial statements, together with the notes thereto and the auditors’ reports thereon, and the related management’s discussion and analysis being filed by the Corporation with the applicable securities regulatory authorities during the currency of this Prospectus, all previous annual financial statements, interim financial reports and the related management’s discussion and analysis shall be deemed no longer to be incorporated by reference into this Prospectus for the purposes of future offers and sales of Securities hereunder.

Upon interim financial reports and the related management’s discussion and analysis being filed by the Corporation with the applicable securities regulatory authorities during the currency of this Prospectus, all previous interim financial reports and the related management’s discussion and analysis filed prior to the new interim financial report shall be deemed no longer to be incorporated by reference into this Prospectus for the purposes of future offers and sales of Securities hereunder. In addition, upon a new annual information form being filed by the Corporation with the applicable securities regulatory authorities during the currency of this Prospectus for which the corresponding annual financial statements include at least nine months of the financial results of an acquired business for which a business acquisition report was filed by Pembina and incorporated by reference into this Prospectus, such business acquisition report shall be deemed no longer to be incorporated by reference into this Prospectus for the purposes of future offers and sales of Securities hereunder. Upon a new information circular in connection with an annual meeting of Shareholders being filed by the Corporation with the applicable securities regulatory authorities during the currency of this Prospectus, the previous information circular filed in connection with an annual meeting of Shareholders shall be deemed no longer to be incorporated by reference into this Prospectus for the purposes of future offers and sales of Securities hereunder.

One or more Prospectus Supplements containing the specific variable terms for an issue of Securities and other information related to those Securities will be delivered to purchasers of such Securities together with this Prospectus to the extent required by applicable securities legislation and will be deemed to be incorporated by reference into this Prospectus as of the date of the applicable Prospectus Supplement solely for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus or any Prospectus Supplement. The Corporation has not authorized anyone to provide prospective investors with different or additional information. The Corporation is not making an offer of Securities in any jurisdiction where the offer is not permitted by law.

MARKETING MATERIALS

Certain “marketing materials” (as that term is defined in NI 41-101) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any “template version” (as that term is defined in NI 41-101) of “marketing materials” pertaining to a distribution of Securities and filed by the Corporation after the date of the Prospectus Supplement for the distribution and before the termination of the distribution of such Securities will be deemed to be incorporated by reference in that Prospectus Supplement solely for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

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Notes:

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The Series 1 Class A Preferred Shares, Series 3 Class A Preferred Shares, Series 5 Class A Preferred Shares, Series 7 Class A Preferred Shares, Series 9 Class A Preferred Shares, Series 15 Class A Preferred Shares, Series 17 Class A Preferred Shares, Series 19 Class A Preferred Shares, Series 21 Class A Preferred Shares, Series 23 Class A Preferred Shares and Series 25 Class A Preferred Shares are listed and posted for trading on the TSX under the symbols “PPL.PR.A”, “PPL.PR.C”, “PPL.PR.E”, “PPL.PR.G”, “PPL.PR.I”, “PPL.PR.O”, “PPL.PR.Q”, “PPL.PR.S”, “PPL.PF.A”, “PPL.PF.C” and “PPL.PF.E”, respectively. The following tables set forth the monthly price ranges for and trading volumes of the Series 1, Series 3, Series 5, Series 7, Series 9, Series 15, Series 17, Series 19, Series 21, Series 23 and Series 25 Class A Preferred Shares on the TSX from November 1, 2020 to November 17, 2021.

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Note:

On November 17, 2021, the last trading day before the date of this Prospectus, the closing price of the Common Shares on the TSX and NYSE was $41.70 and US$33.07, respectively. On November 17, 2021, the last trading day before the date of this Prospectus, the closing prices of the Series 1, Series 3, Series 5, Series 7, Series 9, Series 15, Series 17, Series 19, Series 21, Series 23 and Series 25 Class A Preferred Shares on the TSX were $22.61, $22.25, $24.10, $23.41, $25.23, $23.65, $24.50, $25.60, $25.62, $25.65 and $25.70, respectively.

Supplement relating to a particular offering of Securities, the Corporation intends to use the net proceeds from the sale of Securities to complete direct or indirect asset and corporate acquisitions, to directly or indirectly finance future growth opportunities, to repay indebtedness, to finance the Corporation’s ongoing capital program, to fund working capital requirements and for other general corporate purposes. For further details with respect to Pembina’s capital expenditures, see the AIF, the Annual MD&A and the Interim MD&A. The amount of the net proceeds from a sale of Securities will be set out in the applicable Prospectus Supplement. The Corporation may invest funds which it does not immediately use, and such investments may include short-term marketable investment grade securities. The Corporation may from time to time issue securities (including Securities) and incur additional indebtedness other than through the issuances of Securities pursuant to this Prospectus.

Class A Preferred Shares

The Class A Preferred Shares are the Preferred Shares that Pembina may offer and issue from time to time under this Prospectus and one or more Prospectus Supplements. For a description of the Class B Preferred Shares, which are a separate class of securities from the Class A Preferred Shares, please refer to “Description of the Capital Structure of Pembina – Class B Preferred Shares” in the AIF.

Subject to certain limitations, the Board may from time to time issue Class A Preferred Shares in one or more series and determine for any such series its designation, number of shares and respective rights, privileges, restrictions and conditions. The Class A Preferred Shares as a class have, among others, the provisions described below. The Class A Preferred Shares were not intended to, and will not, be used by the Corporation for anti-takeover purposes without Shareholder approval.

Each series of Class A Preferred Shares shall rank on parity with every other series of Class A Preferred Shares, and shall have priority over the Common Shares, the Class B Preferred Shares and any other class of shares ranking junior to the Class A Preferred Shares with respect to redemption, the payment of dividends, the return of capital and the distribution of assets in the event of the liquidation, dissolution or winding-up of Pembina. The Class A Preferred Shares of any series may also be given such preferences, not inconsistent with the provisions thereof, over the Common Shares, the Class B Preferred Shares and over any other class of shares ranking junior to the Class A Preferred Shares, as may be determined by the Board.

The holders of each series of Class A Preferred Shares shall be entitled to receive dividends as and when declared by the Board in respect of such series of Class A Preferred Shares.

In the event of the liquidation, dissolution or winding-up of Pembina, if any cumulative dividends or amounts payable on a return of capital in respect of a series of Class A Preferred Shares are not paid in full, the Class A Preferred Shares of all series shall participate rateably in: (a) the amounts that would be payable on such shares if all such dividends were declared at or prior to such time and paid in full; and (b) the amounts that would be payable in respect of the return of capital as if all such amounts were paid in full, provided that, if there are insufficient assets to satisfy all such claims, the claims of the holders of the Class A Preferred Shares with respect to repayment of capital shall first be paid and satisfied and any assets remaining shall be applied towards the payment and satisfaction of claims in respect of dividends. After payment to the holders of any series of Class A Preferred Shares of such amounts payable, the holders of such series of Class A Preferred Shares shall not be entitled to share in any further distribution of the property or assets of Pembina in the event of the liquidation, dissolution or winding-up of Pembina.

No series of Class A Preferred Shares shall be convertible into any other class of shares of the Corporation, but may be convertible into another series of Class A Preferred Shares.

Each series of Class A Preferred Shares shall be redeemable by the Corporation on such terms as determined by the Board.

Holders of any series of Class A Preferred Shares shall not be entitled (except as otherwise provided by law and except for meetings of the holders of Class A Preferred Shares or a series thereof) to receive notice of, attend or vote at any meeting of the shareholders of Pembina, unless the Board shall determine otherwise in the terms of a particular series of Class A Preferred Shares, in which case voting rights shall be provided only in circumstances where Pembina shall have failed to pay a certain number of dividends on such series of Class A Preferred Shares, which determination and number of dividends and any other terms in respect of such voting rights, shall be determined by the Board and set out in the designations, rights, privileges, restrictions and conditions of such series of Class A Preferred Shares. Other than as set out in the foregoing sentence, the material characteristics of each series of Class A Preferred Shares are substantially the same.

The specific terms of any offering of Preferred Shares, including the designation of the particular series of Preferred Shares, the number of Preferred Shares offered, the offering price or the manner of determining the

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offering price, any voting rights, the dividend rate, the dividend payment dates, and terms for redemption at the option of Pembina or the holder or otherwise, any exchange or conversion terms and any other specific terms, will be described in one or more Prospectus Supplements. To the extent that any particular terms of the Preferred Shares described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Preferred Shares.

See “Risk Factors – Risks Relating to the Securities”.

The Corporation reserves the right to set out in a Prospectus Supplement specific terms of the Warrants that are not within the parameters set out in this Prospectus. In addition, to the extent that any particular terms of the Warrants described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set out in this Prospectus shall be deemed to have been superseded by the description of such differing terms set out in such Prospectus Supplement with respect to such Warrants.

See “Risk Factors – Risks Relating to the Securities”.

The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to the Debt Securities which are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the Debt Securities described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Debt Securities.

Unless otherwise indicated in the applicable Prospectus Supplement, the Corporation may, without the consent of the holders thereof, reopen a previously issued series of Debt Securities and issue additional Debt Securities of such series.

Ranking

Unless otherwise indicated in the applicable Prospectus Supplement, the Debt Securities will be direct unsecured obligations of the Corporation. The Debt Securities will be senior or subordinated indebtedness of the Corporation, as described in the applicable Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Corporation from time to time issued and outstanding which is not subordinated. If the Debt Securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Corporation, as described in the applicable Prospectus Supplement, and they will rank equally and rateably with other subordinated indebtedness of the Corporation issued and outstanding from time to time as described in the applicable Prospectus Supplement. The Corporation reserves the right to specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities.

Registration of Debt Securities

Debt Securities in Book-Entry Form

Unless otherwise indicated in the applicable Prospectus Supplement, Debt Securities of any series will be issued, in whole or in part, in the form of one or more global securities (each, a “Global Security”) registered in the

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name of a designated clearing agency (a “Depositary”) or its nominee and held by or on behalf of the Depositary in accordance with the terms of the applicable Trust Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Global Security will, to the extent not described below, be described in the Prospectus Supplement relating to such series.

Upon the issuance of a Global Security, the Depositary or its nominee will credit, in its book-entry and registration system, the respective principal amounts of the Debt Securities represented by the Global Security to the accounts of such participants that have accounts with the Depositary or its nominee (“Participants”). Such accounts are typically designated by the underwriters, dealers or agents, as applicable, participating in the distribution of the Debt Securities. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold beneficial interests through Participants. With respect to the interests of Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depositary or its nominee. With respect to the interests of persons other than Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by Participants or persons that hold beneficial interests through Participants.

So long as the Depositary or its nominee is the registered owner of a Global Security, such Depositary or nominee, as applicable, will be considered the sole owner or holder of the Debt Securities represented by such Global Security for all purposes under the applicable Trust Indenture and payments of principal, interest and premium, if any, on the Debt Securities represented by a Global Security will be made by the Corporation to the Depositary or its nominee. Pembina expects that the Depositary or its nominee, upon receipt of any payment of principal, interest or premium, will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the records of such Depositary or its nominee. Payments by Participants to owners of beneficial interests in a Global Security held through such Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants.

Provision of notices and other communications by the Depositary to direct Participants, by direct Participants to indirect Participants and by direct and indirect Participants to beneficial owners will be governed by arrangements among them, subject to any applicable requirements as may be in effect from time to time. Beneficial owners of Debt Securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Debt Securities, such as redemptions, tenders, defaults and proposed amendments to the Trust Indenture.

Owners of beneficial interests in a Global Security will not be entitled to have the Debt Securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such Debt Securities in certificated non-book-entry form, will not be considered to be the owners or holders thereof under the applicable Trust Indenture and the ability of such owners to pledge a Debt Security or otherwise take action with respect to such beneficial interest in a Debt Security (other than through a Participant) may be limited due to the lack of a physical certificate.

No Global Security may be exchanged, in whole or in part, for Debt Securities registered, and no transfer of a Global Security, in whole or in part, may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless: (a) the Depositary is no longer willing or able to discharge properly its responsibilities as depository and Pembina is unable to locate a qualified successor; (b) Pembina, at its option, elects, or is required by law, to terminate the book-entry system through the Depositary or the book-entry system ceases to exist; or (c) if provided for in the applicable Trust Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Trust Indenture), Participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the Debt Securities then outstanding advise the Depositary in writing that the continuation of a book-entry system through the Depositary

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is no longer in their best interest. If any of the foregoing events occurs, such Global Security shall be exchanged for certificated non-book-entry Debt Securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.

The Corporation, any underwriters, dealers or agents, as applicable, and any Trustee identified in an accompanying Prospectus Supplement, as applicable, will not have any liability or responsibility for: (a) records maintained by the Depositary relating to beneficial ownership interests in the Debt Securities held by the Depositary or the book-entry accounts maintained by the Depositary; (b) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests; or (c) any advice or representation made by or with respect to the Depositary and contained in this Prospectus or in any Prospectus Supplement or Trust Indenture with respect to the rules and regulations of the Depositary or at the direction of Participants.

Unless otherwise stated in the applicable Prospectus Supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any Debt Securities represented by a Global Security.

Debt Securities in Certificated Form

Debt Securities of any series may be issued in whole or in part in registered form as provided in the applicable Trust Indenture.

In the event that the Debt Securities are issued in certificated non-book-entry form, payment of principal, premium and interest, if any, may be made by cheque mailed to the address of the holders entitled thereto pursuant to the applicable Trust Indenture. Subject to certain limitations, Debt Securities of any authorized form or denomination issued under the applicable Trust Indenture may be transferred or exchanged for Debt Securities of any other authorized form or denomination or denominations, any such transfer or exchange to be for an equivalent aggregate principal amount of Debt Securities of the same series, carrying the same rate of interest and same redemption and other provisions as the Debt Securities so transferred or exchanged. Exchanges of Debt Securities of any series may be made at the offices of the applicable Trustee and at such other places as the Corporation may from time to time designate with the approval of the applicable Trustee and may be specified in the applicable Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, the applicable Trustee will be the registrar and transfer agent for the Debt Securities issued under the applicable Trust Indenture.

DESCRIPTION OF THE SUBSCRIPTION RECEIPTS

Subscription Receipts may be offered separately or in combination with one or more other Securities. The Subscription Receipts will be issued under a subscription receipt agreement to be entered into between the Corporation and one or more financial institutions or trust companies acting as escrow agent. A copy of the subscription receipt agreement will be filed by the Corporation with the securities commission or similar authority in each of the provinces of Canada and the SEC after it has been entered into by the Corporation and will be available on Pembina’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The applicable Prospectus Supplement will include details of the subscription receipt agreement governing the Subscription Receipts being offered.

A Subscription Receipt will entitle the holder thereof to receive a Common Share and/or other securities of Pembina, for no additional consideration, upon the completion of a particular transaction or event, typically an acquisition of the assets or securities of another entity by Pembina or one or more of its subsidiaries. The subscription proceeds from an offering of Subscription Receipts will be held in escrow by the escrow agent pending completion of the particular transaction or event or the termination time (being the time at which the escrow terminates regardless of whether the transaction or event has occurred). Holders of Subscription Receipts

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will receive Common Shares and/or other securities of Pembina upon the completion of the particular transaction or event or, if the transaction or event does not occur by the termination time, a return of the subscription funds for their Subscription Receipts, together with any interest or other income earned thereon, as determined by the terms of the applicable subscription receipt agreement.

Holders of Subscription Receipts are not Shareholders. The following sets forth certain general terms of the Subscription Receipts qualified by this Prospectus. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set out in the applicable Prospectus Supplement. This description will include, where applicable:

The Corporation reserves the right to set out in a Prospectus Supplement specific terms of the Subscription Receipts that are not within the parameters set out in this Prospectus. In addition, to the extent that any particular terms of the Subscription Receipts described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set out in this Prospectus shall be deemed to have been superseded by the description of such differing terms set out in such Prospectus Supplement with respect to such Subscription Receipts.

See “Risk Factors – Risks Relating to the Securities”.

The Corporation reserves the right to set out in a Prospectus Supplement specific terms of the Units that are not within the parameters set out in this Prospectus. In addition, to the extent that any particular terms of the Units described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set out in this Prospectus shall be deemed to have been superseded by the description of such differing terms set out in such Prospectus Supplement with respect to such Units.

See “Risk Factors – Risks Relating to the Securities”.

rate of (24)%, and $91 million for the twelve month period ended September 30, 2021, using an effective income tax rate of (53)%. The Corporation’s adjusted interest expense requirements for the twelve month period ended December 31, 2020 amounted to approximately $433 million and the Corporation’s interest expense requirements for the twelve month period ended September 30, 2021 amounted to approximately $414 million. The amounts for the twelve month period ended December 31, 2020 have been adjusted to reflect the Hybrid Securities Offering and Class A Preferred Share Redemptions, as if the Hybrid Securities Offering and Class A Preferred Share Redemptions had occurred on January 1, 2020. Pembina’s profit or loss attributable to the Shareholders before adjusted interest expense and income tax for the twelve month period ended December 31, 2020 was $(54) million and Pembina’s profit or loss attributable to the Shareholders before interest expense and income tax for the twelve month period ended September 30, 2021 was $270 million, which are (0.1) times and 0.5 times Pembina’s aggregate dividend and interest expense requirements for such periods, respectively.

agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for the Corporation in the ordinary course of business.

Any offering of Securities, other than Common Shares, will be a new issue of securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, such Securities will not be listed on any securities or stock exchange. Certain underwriters, dealers or agents, as applicable, may make a market in such Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any such underwriter, dealer or agent will make a market in such Securities or as to the liquidity of the trading market, if any, for such Securities.

Except as set out in a Prospectus Supplement relating to a particular offering of Securities, in connection with any offering of Securities, other than an “at-the-market distribution”, subject to applicable laws, the underwriters, dealers or agents, as applicable, may over-allot or effect transactions intended to stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter of, or dealer involved in, an “at-the-market distribution” under this Prospectus, nor any person or company acting jointly or in concert with such an underwriter or dealer, may enter into any transaction that is intended to stabilize or maintain the market price of the offered Securities or securities of the same class as the Securities distributed under the “at-the-market distribution” pursuant to this Prospectus, including selling an aggregate number or principal amount of Securities that would result in the underwriter or dealer creating an over-allocation position in the Securities.

and any Prospectus Supplement. There can be no assurance that a secondary market will develop for any of the Preferred Shares, Warrants, Debt Securities, Subscription Receipts or Units that may be issued under this Prospectus and the relevant Prospectus Supplement(s) or that any secondary market which does develop will continue. This may affect the pricing of such Securities in the secondary market, if any, the transparency and availability of trading prices, the liquidity of the securities and the extent of regulation of such Securities.

The public offering prices of the Securities may be determined by negotiation between Pembina and the underwriters based on several factors and may bear no relationship to the prices at which such Securities will trade in the public market subsequent to such offering. See “Plan of Distribution”.

The Common Shares or other listed Securities may be subject to price and volume fluctuations, and the market price for the Common Shares or other listed Securities, as applicable, following an offering may drop below the offering price.

In recent years, securities markets have experienced considerable price and volume volatility, which may have been unrelated to the financial and operating results of Pembina and not necessarily determined solely by reference to the underlying value of Pembina’s assets. The market price of publicly traded securities is affected by many variables, including the strength of the economy generally, commodity prices, interest rates, credit ratings, the availability and attractiveness of alternative investments and the breadth of the public market for the securities. The effect of these and other factors on the market prices of the Common Shares and Preferred Shares on the stock exchanges on which such securities trade suggests that the future trading price of the Common Shares and other listed Securities may be volatile. Unless otherwise specified in the applicable Prospectus Supplement, the Securities (other than the Common Shares) will not be listed on any securities or stock exchange. However, to the extent that any such Securities are listed on a securities or stock exchange, the trading price of such Securities may be volatile. The market price for such Securities may be affected by numerous factors beyond the control of Pembina. These fluctuations may affect the price of the Common Shares or other listed Securities following an offering, and the market price of the Common Shares or other listed Securities, as applicable, may drop below the offering price. As a result of this volatility, securityholders may not be able to sell their Common Shares or other listed Securities at or above the offering price. Pembina cannot predict at what price the Common Shares or other listed Securities issued by Pembina will trade in the future.

The decision to pay dividends and the amount of such dividends is subject to the discretion of the Board based on numerous factors and may vary from time to time.

Cash dividends to holders of Common Shares or Preferred Shares are not guaranteed. Although Pembina currently intends to pay monthly cash dividends to its Shareholders, these cash dividends may be reduced or suspended. The amount of cash available to Pembina to pay dividends, if any, can vary significantly from period to period for a number of reasons, including, among other things: Pembina’s financial and operational performance; fluctuations in operating costs; the amount of cash required or retained for debt service or repayment; amounts required to fund capital expenditures and working capital requirements; access to equity markets; foreign exchange rates and interest rates; and the risk factors set forth herein and in the documents incorporated by reference herein.

The decision as to whether to pay dividends and the amount of any such dividends are subject to the discretion of the Board, which regularly evaluates Pembina’s proposed dividend payments and the solvency test requirements of the ABCA. In addition, the level of dividends per Common Share will be affected by the number of outstanding Common Shares and other securities that may be entitled to receive cash dividends or other payments, such as Preferred Shares and debt securities, including Debt Securities, which may be entitled to payment in priority to dividends on the Common Shares. Dividends may be increased, reduced or suspended depending on Pembina’s financial and operating results and the performance of its assets. The market value of certain Securities may deteriorate if Pembina is unable to meet dividend expectations in the future, and such deterioration may be material.

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Pembina may issue additional Securities in the future which may dilute the holdings of existing securityholders, including holders of Securities purchased hereunder, or which may have priority over existing securityholders.

Pembina may issue additional Securities, which may dilute existing securityholders, including purchasers of the Securities hereunder. Pembina may also issue debt securities that have priority over holders of other Securities with respect to payment in the event of an insolvency or winding-up of Pembina. Securityholders will have no pre-emptive rights in connection with any such further issuances. The Board has the discretion to determine the designation, rights, privileges, restrictions and conditions attached to any series of Preferred Shares, the price and terms of any debt securities and the price and terms for any issuances of Common Shares, Preferred Shares, Warrants, Subscription Receipts and Units.

Credit ratings may not reflect all risks of an investment in certain Securities and may change.

The perceived creditworthiness of Pembina and the changes in credit ratings of the Preferred Shares or Debt Securities may affect the market price or value and the liquidity of the Preferred Shares or Debt Securities, as applicable. There is no assurance that any credit rating assigned to the Preferred Shares or Debt Securities will remain in effect for any given period of time or that any credit rating will not be lowered or withdrawn entirely by the relevant rating agency. A lowering or withdrawal of any credit rating may have an adverse effect on the market value of the Preferred Shares or Debt Securities, as applicable.

Credit ratings may not reflect all risks associated with an investment in the Preferred Shares or Debt Securities. Any credit ratings applied to the Preferred Shares or Debt Securities are, in each case, an assessment of Pembina’s ability to pay its obligations. Consequently, real or anticipated changes in the credit ratings will generally affect the market of the Preferred Shares and Debt Securities, as applicable. The credit ratings, however, may not reflect the potential impact of risks related to structure, market or other factors discussed herein on the value of the Preferred Shares or Debt Securities, as applicable.

Increases in interest rates may cause the market price or value of certain Securities to decline.

Prevailing interest rates will affect the market price or value of the Preferred Shares and Debt Securities. The market price or value of the Preferred Shares and Debt Securities may decline as prevailing interest rates for comparable instruments rise, and increase as prevailing interest rates for comparable instruments decline.

Debt Securities will be effectively subordinated to creditors of Pembina’s subsidiaries.

Pembina carries on the majority of its business through, and the majority of its assets are held by, its subsidiaries. Pembina’s results of operations and ability to service indebtedness, including the Debt Securities, are substantially dependent upon the results of operations of these subsidiaries and the payment of funds by these subsidiaries to Pembina in the form of loans, dividends or otherwise. The payment of dividends and the making of loans, advances and other payments to Pembina by its subsidiaries may be subject to statutory or contractual restrictions. Accordingly, the Debt Securities will be effectively subordinated to the current and future liabilities of Pembina’s subsidiaries in such circumstances.

Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities will not be guaranteed by any of Pembina’s subsidiaries. Therefore, the Debt Securities will be effectively subordinated to the current and future liabilities of Pembina’s subsidiaries and other entities in which Pembina, directly or indirectly, holds an interest. The creditors of those subsidiaries and other entities will have the right to be paid before any cash is distributed by those subsidiaries or other entities to Pembina, which may impair Pembina’s ability to make payment on the Debt Securities. In the event of any bankruptcy, dissolution, liquidation or reorganization of those subsidiaries or other entities, following payment by the subsidiary or other entity of its liabilities, the subsidiary or other entity may not have sufficient assets to make payments to Pembina in its capacity as an equityholder of such subsidiary or other entity.

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