Keyera : Financial Report (Keyera 2026 Information Circular FINAL)

Published: 2026-04-14 11:28:10 ET KEY.TO

Published on 04/14/2026 at 11:28 am EDT

Notice of

Annual and Special Meeting of Shareholders

MAY 14, 2026

Management Information Circular

MARCH 26, 2026

‌Keyera Corp. - 2026 Management Information Circular 2

Keyera at a glance

Keyera is a Canadian-based energy infrastructure company that operates a fully integrated value chain centered around transporting, processing, and marketing natural gas liquids (NGLs). This value chain offers customers a full range of reliable

services which allows them to optimize the value they receive for their products. In 2025, Keyera employed approximately 1,200 people at facilities and offices located in Alberta, Oklahoma, and Texas.

‌Keyera Corp. - 2026 Management Information Circular 3

Who we are

Our Vision

To be the North American leader in delivering energy infrastructure solutions.

Strategic Pillars

Our vision rests on four strategic pillars

Drive competitiveness of our assets

We are committed to safe and profitable operations, a competitive cost structure, and a strong portfolio of assets.

Strengthen our integrated value chain

We enhance and extend our integrated assets to access high-value markets and provide value-added services to customers.

Ensure long-term business sustainability

We proactively manage risk to reduce our environmental impact, build and maintain collaborative, mutually beneficial relationships with stakeholders, and advance our strong corporate governance practices.

Demonstrate financial discipline

We apply clearly defined investment criteria to generate strong returns, increase the stability

of cash flow and return capital to shareholders. We preserve our financial strength by maintaining low debt-leverage metrics.

Our Purpose

Empowering the lives of people today, to create a sustainable tomorrow.

Energy powers modern life. From warming homes, to moving goods, and fueling innovation, we connect producers, markets, and communities to the energy that helps people thrive. With our roots firmly in Canada, we are committed to

responsible growth, and delivering the energy the world needs - safely, securely, and responsibly. Our purpose defines who we are and propels us forward.

Our values guide how we act and how we worfi.

HOME SAFE

We take action to protect people

and the environment.

OWN IT

We deliver on our commitments.

ALL IN

We work with others across Keyera to achieve superior outcomes.

COUNT ON ME

We make decisions for the right reasons.

DRIVE VALUE

We are driven and passionate about creating value for Keyera's stakeholders.

‌Message from our Board Chair and CEO

Dear fellow Shareholders:

2025 was a defining year for Keyera. We strengthened the foundation of our business, advanced our strategic priorities, and positioned the company for a step change in growth. Through disciplined execution and clear direction, we advanced our integrated value chain and continued to build a business designed to deliver durable, long-term value for our shareholders.

This progress comes at a time when the global energy dynamic continues to shift. Demand is rising, while affordability and supply security remain critical priorities. At the same time, markets around the world are increasingly seeking reliable energy from trusted sources. Canada is uniquely poised to meet that need, and Keyera will play a vital role in delivering that energy by providing the infrastructure that will safely, efficiently, and responsibly connect supply from the wellhead to key NGL end markets.

As an organization, we are building strong momentum through decisive action and continuous improvement across every part of the business. In 2025, Keyera sanctioned three major growth projects, completed a strategic tuck in acquisition in Gathering and Processing, and announced the proposed acquisition of Plains' Canadian NGL business. Once complete, this transaction will expand our national platform and market access, as well as further enable reinvestment in Canada. It will position Keyera to deliver greater reliability and competitiveness for customers while supporting greater economic growth. Together with record annual fee-based segment margin contributions, these advancements highlight the resilience of our business model and the value of our integrated infrastructure.

Equally as important to what we do is how we operate and deliver. Every decision we make and every action we take is guided by our purpose and rooted in the values that define Keyera. We invest in our people whose skill, judgement, and dedication are essential to achieving our goals. We commit to responsible environmental stewardship, reducing our emissions intensity, and cultivating long-term and mutually beneficial relationships with partners, stakeholders, Indigenous nations, and communities where we serve. Perhaps most importantly, we relentlessly focus on delivering exceptional service to our customers, knowing that their success drives our business and generates lasting value for our shareholders.

Looking ahead, the foundation we reinforced in 2025 positions us well for a transformational 2026. The integration of the Plains business will be a principal priority, alongside the successful execution of our capital program. We are focused on capturing the full value of recent investments, advancing growth opportunities, and preserving financial strength.

Across all that we do, our priorities remain clear: safe and reliable operations, environmental and operational excellence, and maintaining the trust of those we serve. Keyera is ready to lead in Canada's energy future while deliver sustainable, longterm shareholder value for decades to come.

Our performance(1)

Our results in 2025 reflect the strength of our integrated business and the responsible way with which we operate. Across financial performance, operational execution, and sustainability, Keyera continued to demonstrate consistency, resilience, and a clear focus on creating sustainable value for shareholders.

Keyera achieved distributable cash flow (DCF) per share of $3.35 and annual adjusted EBITDA of $1.16 billion, both figures exclude acquisition related costs. We ended the year with a robust balance sheet, maintaining a net debt to adjusted EBITDA ratio of 1.8x, below our target range of 2.5x to 3.0x. We also increased our quarterly dividend from $0.52 to $0.54, or $2.16 annually. Our fee-for-service realized margin reached a record $1.03 billion,

reflecting increased asset utilization. We also advanced several capital-efficient growth projects, including the Frac II debottleneck, Frac III, and KAPS Zone 4.

These results are underpinned by a business model that prioritizes steady, fee-based cash flows, strong asset utilization, and disciplined capital allocation.

1 Adjusted EBITDA, distributable cash flow and realized margin are not standard measures under GAAP and may not be comparable to similar financial measures disclosed by other entities. Fee-for-service realized margin includes realized margin for the gathering and processing and liquids

infrastructure segments. Realized margin is defined as operating margin excluding unrealized gains and losses on commodity-related risk management contracts. Please see "Non- GAAP Measures" attached to this circular as Schedule "C".

In 2025, we also made meaningful progress against our sustainability priorities, achieving a 25% reduction in equity-based scope 1 & 2 GHG emissions intensity, meeting our ambitious target one year ahead of schedule. This progress is the result of deliberate investments, operational improvements, and a commitment to doing the right things in the right way.

Safety remains at the core of everything we do and how we do it. We are proud of our safety record, and we remain vigilant and focused on what matters most. Our priority remains managing critical risks, strengthening our safety programs, and reinforcing a culture where every employee and contractor returns 'Home Safe' each day. This commitment extends beyond our operations. It is integral to how we deliver reliable energy, support the communities where we operate, and take a balanced and pragmatic approach to reducing emissions while supporting energy security.

Governance

Strong governance and effective oversight are central to Keyera's success.

We are pleased to welcome Renee Zemljak to the Board as of January 1, 2026. Her commercial leadership and experience in transformational growth will further enhance the depth and diversity of our Board's already strong capabilities.

At the same time, Thomas O'Connor and Gianna Manes will not be standing for re-election at our annual and special meeting. We extend our sincere thanks for their many years of service and the contributions they have made to Keyera's growth and success.

Additional information on Renee, and the remaining nine Board nominees on pages 26 to 47 of this circular.

Our thanks

Our people are at the heart of our business. Their dedication enables us to provide safe, reliable, and affordable energy solutions every day. We thank the entire Keyera team for bringing our purpose and values to life.

We also appreciate the trust and partnership of our customers, stakeholders, and the communities where we operate.

Finally, we thank you - our shareholders - for your continued confidence and support. We do not take your trust for granted and we remain committed to delivering sustained value for your investment.

Please join us for our Annual and Special Meeting of Shareholders on May 14, 2026, beginning at 10:00 a.m. Mountain Daylight Time. Full details are included in this circular.

Sincerely,

(signed) "Jim Bertram" (signed) "Dean Setoguchi"

Jim Bertram Dean Setoguchi

Chair, Board of Directors President and Chief Executive Officer

Keyera Corp. - 2026 Management Information Circular

Table of contents

Keyera at a glance

Who we are

Message from our Board Chair and CEO

Table of contents

Notice of 2026 Annual and Special Meeting of Shareholders

Management information circular

Our 2025 performance

Details about the meeting

Business of the meeting

Our director nominees

Director nominees' profiles

Board governance

Board policies and procedures

Serving as a director

Director compensation

Message from our HRC Chair

Compensation discussion and analysis

Compensation of our named executive officers

Securities authorized for issuance under equity compensation plans

Other matters

Schedule "A" Shareholder rights plan summary

100

Schedule "B" - Board mandate

104

Schedule "C" - Non-GAAP measures

109

Schedule "D" - Long-term incentive plan summary

113

‌Notice of 2026 Annual and Special Meeting of Shareholders

WHEN

Thursday, May 14, 2026

10:00 a.m. MDT (Mountain Daylight Time)

WHERE

In-Person at: Lumi Experience Studio

Suite 1410, 225 6 Ave SW, Calgary, AB T2P 3S9

Or virtually at: https://meetings.lumiconnect.com/400-290-456-962

Items of business at the meeting

The 2026 annual and special meeting of shareholders (the "meeting") will address the following items of business:

Receive Keyera Corp.'s consolidated financial statements for the financial year ended December 31, 2025,

Election of our directors,

Appointment of Deloitte LLP as our independent auditors and authorize the directors to fix their remuneration,

Reconfirm and approve our Shareholder Rights Plan,

Hold a non-binding, advisory vote on our approach to executive compensation, and

Any other business that may be properly brought before the meeting.

The Board of Directors of Keyera Corp. recommends all shareholders vote FOR all resolutions on the business items listed above.

Who can vote?

You are entitled to receive notice of, and vote at, the meeting if you held Keyera common shares at close of business on March 26, 2026.

Notice of 2026 Meeting

The management information circular dated March 26, 2026 ("circular") contains information relating to the items of business to be brought before the meeting, as well

as other annual disclosure. Please review all information contained in the circular before voting.

A Notice of Availability of Proxy Materials for the 2026 Annual and Special Meeting of Shareholders of

Keyera Corp. (the "notice") is being mailed to beneficial shareholders on or about April 9, 2026.

We are providing beneficial shareholders with access to the circular and related meeting materials via the

internet using the Notice and Access system ("notice and access"). These materials are available on our website

at https://www.keyera.com or under our profile on SEDAR+ at https://www.sedarplus.ca. Information on notice and access is provided at page 9 of the attached circular.

Voting and proxies

You can vote your shares by using the proxy form or voting instruction form in the materials mailed to you. Information on how to vote your shares at the meeting or appoint someone to serve as your proxyholder and vote your shares on your behalf, is provided starting at page 13 of the attached circular.

Attending the meeting in person or virtually allows registered shareholders and appointed proxyholders to participate in the meeting, ask questions, and vote, all in real time, provided they comply with the requirements in the attached circular. The hybrid format allows flexibility and provides shareholders with an opportunity to participate in the meeting in the manner they prefer. Joining online will not impact your ability to participate in the meeting by voting or asking questions. Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholder may attend the meeting as guests, however, are unable to vote at the meeting.

The Board of Directors has approved the contents of this notice and authorized us to send this information to our shareholders, directors, and auditors.

By order of the Board of Directors,

Dated at Calgary, Alberta this 26th day of March 2026. KEYERA CORP.

(signed) "Christy Elliott"

Christy Elliott

SVP, Sustainability, External Affairs, General Counsel & Corporate Secretary Calgary, Alberta

‌Management information circular

You are receiving this circular because you owned common shares of Keyera at close of business on March 26, 2026 (the "record date") and are entitled to receive notice of, and vote at, our annual and special meeting of shareholders to be held in a hybrid format (virtual and

in-person) on Thursday, May 14, 2026 (or a reconvened meeting if postponed or adjourned). The in-person meeting will take place at Lumi Experience Studio,

Suite 1410, 225 - 6th Avenue SW, Calgary, Alberta, T2P 3S9 and shareholders wishing to attend virtually can do so by following the login process described

below. All shareholders and duly appointed proxyholders can participate.

Management is soliciting your proxy for the meeting. Solicitation is mainly by mail, but you may also be contacted by phone, e-mail, internet or by a Keyera director, officer, or employee. Keyera has also retained Kingsdale Advisors as its proxy advisor and proxy solicitation agent to assist with the solicitation of votes from shareholders. Keyera pays for the costs of preparing and distributing meeting materials, including reimbursing brokers or other entities for mailing meeting materials to our beneficial shareholders.

IN THIS DOCUMENT:

We, us, our, the Corporation, and Keyera means Keyera Corp.

You, your, and shareholder means holders of Keyera common shares.

circular means this management information circular, dated March 26, 2026.

Common shares and shares mean common shares of Keyera, unless otherwise indicated.

Board means Keyera's board of directors.

All dollar amounts are in Canadian dollars, unless otherwise indicated.

Information is as of March 26, 2026 unless otherwise indicated.

Our principal corporate and registered office: Keyera Corp.

200, 144 - 4th Avenue S.W.

Calgary, Alberta, T2P 3N4

T. 403-205-8300

F: 403-205-8318

Your vote is important. We encourage you to read this circular carefully and to vote your shares. Detailed information on how to participate in the meeting, including how to vote your shares or appoint someone to be your proxyholder to vote on your behalf, is provided starting at page 13.

The Board of Directors of Keyera has approved the contents of this circular and authorized us to send it to all shareholders of record.

Information about notice and access

Keyera is using notice and access rules adopted by Canadian securities regulators to reduce the volume of paper and mailing costs associated with the physical distribution of materials for our 2026 annual and special meeting of shareholders. Instead of receiving a paper copy of this circular with the proxy form or voting information form by mail, beneficial shareholders received a notice of the meeting with instructions on how to access this circular, audited consolidated financial statements and related management's discussion and analysis (collectively, the "meeting materials") online, or to request paper copies. Paper copies of the meeting materials will be mailed to registered shareholders (and beneficial shareholders who previously requested

to receive them). To receive a paper copy of the meeting materials at no charge, please contact Broadridge Financial Solutions Inc. ("Broadridge"). This circular and the proxy form can be viewed online on our website at https://www.keyera.com and on SEDAR+ at https://www.sedarplus.ca.

Keyera financial information

Financial information about Keyera can be found in our annual audited consolidated financial statements and management's discussion and analysis for the year ended December 31, 2025 ("2025 MD&A"). Please contact us to receive a copy of these documents. These documents and other information about Keyera are available on our website at https://www.keyera.com or on SEDAR+ at https://www.sedarplus.ca.

Electronic delivery

Beneficial shareholders are asked to consider signing up for electronic delivery ("E-delivery") of the meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy, go to https://www.proxyvote.com and sign in with your control number, vote for the resolutions at the meeting and following your vote confirmation, you will be able to select the E-delivery box and provide an email address. Having registered for E-delivery, going forward you will receive your meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided your intermediary supports this service.

Use of non-GAAP measures

This circular includes references to certain financial measures and ratios that are not defined by generally accepted accounting practices (GAAP). More information on these measures and why we use them is provided in "Non-GAAP Measures" attached to this circular as Schedule "C".

Forward looking statements

This circular contains forward-looking statements ("FLS") based on our current expectations, estimates, projections, and assumptions in light of our experience and perception of historic trends. In particular, this circular contains FLS about our vision, goals, compensation, risk mitigation, succession plans, sustainability, environmental, social and governance ("ESG") priorities, strategy and related targets, the ability to earn returns for shareholders, the role of Keyera's infrastructure in Canada's energy future and corporate and business strategies, plans and projects. FLS involve known and unknown risks, and actual results may differ materially from those expressed or implied by such statements. Please see "Forward-Looking Statements" in our 2025 MD&A and "Forward Looking Information" in our annual information form for the year ended December 31, 2025 ("2025 AIF") as well as "Risk Factors" in our 2025 AIF, all of which are incorporated by reference herein, for more information about the assumptions and risks regarding the FLS in this document. These statements are made only as of the date of this circular. Keyera does not undertake any obligation to publicly update or revise the FLS contained in this document, except as required by law.

‌Our 2025 performance

DCFPS of

$3.35

distributable cash flow

Maintained investment grade credit ratings(5)

Adjusted EBITDA:

$1.16B(1)(2)

per share (1)(2)

Capital projects

Sanctioned Frac II debottleneck, Frac III, and KAPS Zone 4

Female representation

50%

of senior executives(3)

40%

of independent

board directors(4)

Net debt to adjusted EBITDA: 1.8x(1)(2)

Reached agreement for transformative

$5.15B

acquisition of Plains' Canadian NGL Business

GHG targets

Successfully delivered a

25%

reduction in equity-based scope 1 & 2 GHG emissions intensity, meeting the company's target one year ahead of schedule.

1 Refer to our 2025 year-end report and 2025 MD&A at www.sedarplus.ca or at www.keyera.com.

2 Distributable cash flow per share is defined as distributable cash flow divided by the weighted average number of our common shares outstanding for the relevant period. Distributable cash flow is defined as cash flow from operating activities adjusted for changes in non-cash working capital, inventory write-downs, maintenance capital expenditures and lease payments, including periodic costs related to prepaid leases. Adjusted EBITDA is defined as earnings before finance costs, taxes, depreciation, amortization, impairment expenses, unrealized gains/losses, and any other non-cash items such as gains/losses on the disposal of property, plant, and equipment. The DCFPS and adjusted EBITDA figures are adjusted for acquisition related items related to the Plains transaction. Payout ratio is defined as dividends declared to shareholders divided by distributable cash flow. Adjusted EBITDA, distributable cash flow per share and distributable cash flow payout ratio are not standard measures under GAAP and may not be comparable to similar financial measures disclosed by other entities. Please see "Non-GAAP Measures" attached to this circular as Schedule "C". Net Debt to Adjusted EBITDA is a calculation for covenant purposes as disclosed in the 2025 MD&A, which excludes all hybrid debt outstanding.

3 Refers to Senior Vice Presidents (three out of five) reporting directly to (and including) our President & CEO, Dean Setoguchi as at December 31, 2025.

4 Refers to the female representation on our Board of Directors as at December 31, 2025.

5 Please refer to our 2025 AIF available at www.sedarplus.ca or at www.keyera.com.

Keyera Corp. - 2026 Management Information Circular

Details about the meeting

Your participation at the meeting is important. Please read the following information carefully for details on how to vote or appoint a proxyholder to vote your shares and how to participate at the meeting.

Meeting details

The meeting will be held May 14, 2026 at 10 a.m. MDT (Mountain Daylight Time) via a hybrid format. The in-person meeting will take place Lumi Experience Studio, Suite 1410, 225 - 6th Avenue SW, Calgary, Alberta, T2P 3S9 and shareholders wishing to attend virtually can do so by following the login process described below.

Conduct of the Meeting

We are holding a hybrid meeting (virtual and in-person). We view the use of technology-enhanced shareholder communications as a method to facilitate individual investor participation and believe it to be consistent with the goals of regulators, stakeholders, and others invested in the corporate governance process. Applying technology to the meeting by allowing virtual participation will make the meeting more relevant, accessible and engaging for all involved, permitting a broader base of shareholders to participate in the meeting, regardless of their geographic location.

Attending the meeting virtually or in person allows registered shareholders and duly appointed proxyholders, including Beneficial Shareholders (defined below) who have appointed themselves as proxyholder, to participate in and vote at the meeting and ask questions, all in real time.

How can I attend in person?

The in-person component of the meeting will be held at Lumi Experience Studio, Suite 1410, 225 - 6th Avenue SW, Calgary, Alberta, T2P 3S9. Registered shareholders and proxyholders, including beneficial shareholders who have appointed themselves as proxyholder, must register with both our Registrar and Trust Agent, Odyssey Trust Company (Odyssey) and Lumi Global (Lumi) on the day of the meeting to receive instructions on how to participate and vote at the meeting using the handheld device that will be provided upon registration, verification, and confirmation of being a registered shareholder or a duly appointed proxyholder.

The handheld device will be used for voting on the resolutions to be voted at the meeting. The electronic ballot will display on the handheld device a few moments after the Chair announces that the polls are open. Registered

shareholders who have previously submitted a proxy do not need to vote again and voting again at the meeting will revoke any previously voted proxy. The handheld device can also be used to ask questions electronically using the chat function during the meeting pertaining to the business at hand or ask questions after the formal part of the meeting when the Chair opens the floor for questions.

How can I attend virtually?

If you are a registered shareholder or duly appointed proxyholder and wish to attend the meeting virtually, you can do so by following these steps:

Click "Login" and then enter your control number (see below) and Password "keyera2026" (note the password is case sensitive).

In order to find the control number to access the meeting:

registered shareholders: the control number located on the Instrument of Proxy or in the email notification you received is your control number; and

proxyholders: duly appointed proxyholders, including Beneficial Shareholders that have appointed themselves as proxyholder, will need to submit their information by sending an email to [email protected] and will then receive a control number from Odyssey by email after the proxy voting deadline has passed. See "Registered Shareholders: Voting Instructions" for complete instructions.

Once you log into the Lumi portal and the meeting is called to order, you can vote by completing a ballot and ask questions by selecting the "Messaging" tab and entering your comment or question in the "Ask a Question" box.

If attending virtually, we recommend you log in at least one hour before the start of the meeting. It is important to ensure you are connected to the internet during the meeting to vote online when balloting commences. You are responsible for ensuring your internet connectivity for the meeting. Please make sure the browser on your device is compatible. You will need the latest version of Chrome, Safari, Edge, or Firefox. Internet Explorer is not supported. Caution: internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for the meeting. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use computer on a network not restricted to security settings of your organization.

If you have any difficulties accessing the meeting or are experiencing issues voting, please email our webcast provider: [email protected] or visit our webcast provider's Knowledge Base at: https://support.lumiglobal.com/knowledge.

Asking questions at the meeting

Questions relating to the business of the meeting may be raised by persons attending in person or virtually when the particular item of business is being considered at the meeting, and will be addressed at that time, prior to voting on such item of business. Following completion of the business of the meeting, the Chair will open the floor to questions, during which time registered shareholders and duly appointed proxyholders, attending in person or virtually, will have an opportunity to ask questions relating to the Corporation, its performance and its operations.

To ensure fairness for all, the Chair will decide on the order in which questions are responded and the amount of time spent on each question. The Chair can edit or reject questions considered inappropriate. Questions on the same topic or that are otherwise related will be grouped, summarized and answered together.

Please be concise and address only one topic per question. For any questions not addressed during the meeting, shareholders are invited to contact our Corporate Secretary at [email protected].

Registered shareholders and duly appointed proxyholders attending virtually may submit questions through the online platform during the meeting by selection the "Messaging" tab and entering your comment or question in the "Ask

a Question" box. Instructions will be available on the virtual meeting site and technical assistance will be available. Questions can be submitted at any time during the meeting. Questions will be read aloud so that all persons in attendance, in person or virtually, may hear.

For information on how to vote or ask questions online during the meeting, please refer to the "Virtual Meeting User Guide". This was mailed to shareholders and is also available on our website at https://www.keyera.com and filed under our profile on SEDAR+ at https://www.sedarplus.ca.

Voting and proxies

Who is seeking my vote?

Management is soliciting your proxy for use at the meeting (or any reconvened meeting if adjourned or postponed). This solicitation is primarily by mail, but can also be made by telephone, via the internet, or other means of communication by directors, officers, or employees of Keyera. Costs of this solicitation will be borne by Keyera.

We have retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, strategic communications, digital, and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement upon the discretion and direction of the Corporation. Shareholders may contact Kingsdale Advisors, Keyera's strategic advisor by telephone at 1-800-348-1210 (toll-free in North America) or

1-437-561-5014 (text and call enabled outside North America), or by email at [email protected].

Who can vote?

You are entitled to receive notice of and vote at the meeting if you held common shares of Keyera at the close of business on the record date of March 26, 2026. As of the record date, we had 229,292,074 common shares issued and outstanding. Each common share represents the right to one vote on any item of business properly brought before the meeting (or any reconvened meeting, if adjourned or postponed).

If a shareholder of record on the record date transfers ownership of their shares after the record date and not later than ten days before the meeting, the transferee produces properly endorsed share certificates or otherwise establishes they own such shares and demands their name be included on the list of shareholders entitled to vote at the meeting, the transferee will be entitled to vote those shares at the meeting.

To the best of the knowledge of Keyera and its directors and officers, as of the record date, no person or company beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the issued and outstanding shares of Keyera.

How can I vote?

How you vote depends on whether you are a registered or non-registered (beneficial) shareholder. How you vote also depends on whether you vote in advance of the meeting or at the meeting (virtually or in-person).

Voting by proxy

Voting by proxy is the easiest way to vote because you are giving someone else the authority to attend the meeting and vote your shares for you (called your proxyholder). If you have given voting instructions in your form of proxy

or voting instruction form, as applicable, your proxyholder must vote according to your instructions. See "Beneficial shareholders: Voting instructions - Voting in advance of the meeting" and "Registered shareholders: Voting instructions - Voting in advance of the meeting" sections below.

Voting during the meeting

Attending the meeting (online or in person) gives you an opportunity to hear directly from our management and ask questions. If you are a registered shareholder and you want to attend the meeting and vote your shares, do not complete or return your form of proxy. See "Conduct of the Meeting - How can I attend in person".

If you are a beneficial shareholder and want to attend the meeting and vote your shares, do not complete or return your form of proxy. See "Conduct of the Meeting - How can I attend in person" and "Beneficial shareholders: Voting instructions - Voting at the meeting".

Are you a beneficial shareholder?

If your shares are registered in the name of a nominee (such as a bank, trust company, securities broker, or other intermediary) you are a beneficial (or non-registered) shareholder. In this case, your holdings are recorded in an electronic system.

Keyera primarily uses a "book-based" system administered by CDS & Co. (CDS). In Canada, CDS acts as nominee for many banks, trust companies, and brokerage firms through which beneficial shareholders hold their shares. Many Keyera shares are therefore registered under CDS or its nominee. Keyera does not know for whose benefit the shares registered in the name of CDS are held.

Beneficial shareholders: Voting instructions

Notice and access for beneficial shareholders

We use notice and access to deliver our meeting materials to beneficial shareholders. This means the notice of meeting, circular, audited consolidated financial statements for the year ended December 31, 2025, and 2025 MD&A (collectively, the "meeting materials") will be posted online to enable electronic access by beneficial shareholders.

Beneficial shareholders can obtain more information about notice and access by calling Broadridge toll free within North America at 1-844-916-0609 (English) or 1-844-973-0593 (French). From outside North America, call 1-303-562-9305 (English) or 1-303-562-9306 (French).

Shareholders may also contact Kingsdale Advisors, our strategic advisor, by telephone at 1-800-348-1210 (toll-free in North America) or 1-437-561-5014 (text and call enabled outside North America), or by email at [email protected].

Beneficial shareholders will receive, by mail, the meeting notice and voting instruction form, as well as information about how to access meeting materials online (or obtain paper copies at no charge), as well as how to vote. We use Broadridge to send proxy-related materials to non-objecting beneficial owners of our shares and intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of our shares.

Paper copies of the meeting materials will be mailed to registered shareholders and beneficial shareholders who previously requested to receive them. If you wish to receive a paper copy of the meeting materials at no charge, please contact Broadridge Financial Solutions Inc. (Broadridge) by calling toll-free at 1-877-907-7643 or visiting https://www.proxyvote.com and entering the 16-digit control number located on your voting instruction form provided (control number). If you do not have a control number, requests can be made by calling toll free within North America

1-844-916-0609 (English) or 1-844-973-0593 (French). If dialing from outside North America call 1-303-562-9305 (English) or 1-303-562-9306 (French). Requests must be made no later than 2 p.m. MDT on May 6, 2026, to receive paper copies of the meeting materials before the voting deadline and, in any event, within one year of filing the circular on SEDAR+.

If you are a beneficial shareholder, your shares may be registered in the name of a broker or other intermediary, including CDS. Beneficial shareholders who do not object to their name being made known to the Corporation may be contacted by our strategic advisors to assist in conveniently voting their shares directly by telephone. We may also utilize the Broadridge QuickVoteTM service to assist such shareholders with voting their shares.

Voting in advance of the meeting

Voting instructions must be obtained from you by your broker or intermediary in advance of the meeting. Some brokers or intermediaries use a "voting instruction form" to seek instructions on how to vote your shares. Some delegate responsibility to obtain instructions from their clients to Broadridge, which typically mails a voting instruction form.

As each intermediary has their own voting and mailing procedures, you must strictly follow the instructions of your intermediary to vote.

If your shares are registered in the name of CDS, they can only be voted in accordance with your specific direction. If your shares are held by CDS, you must provide specific voting instructions through your broker or their agent to vote your shares. Without your specific instructions, your broker or other intermediary (or their nominee) cannot vote your shares.

If you want someone else to vote your shares at the meeting on your behalf, mark your voting instructions in the voting section of the proxy form or voting instruction form and return it, following the instructions provided by your intermediary. You have the right to appoint a person or company to be your proxyholder and to act on your behalf at the meeting other than the persons designated in the proxy form or voting instruction form provided. This person need not be a Keyera shareholder. To have another person vote on your behalf at the meeting, follow the voting instructions in the enclosed proxy form. Register them as your proxyholder by emailing [email protected] by 10 a.m.

MDT on or before May 12, 2026 and provide Odyssey with contact information for your proxyholder who will receive a control number via email. Failure to register the proxyholder will result in the proxyholder not receiving a control number, which will preclude them from voting in-person or online at the meeting.

If you do not appoint a proxyholder to vote on your behalf, the individuals named on the proxy form, Jim Bertram and Dean Setoguchi (the "management appointees"), will serve as your proxyholder and vote your shares in accordance with your instructions. If you do not specify your instructions, the management appointees will vote FOR each item of business at the meeting, as described in "Voting by proxy: voting by your proxyholder" below.

Voting at the meeting

To participate and vote at the meeting (online or in person), you must appoint yourself as proxyholder by: (i) inserting your name on the voting instruction form; and (ii) returning it in accordance with instructions provided by your intermediary. Your voting instruction form may also have a box where you can indicate that you intend to vote at the meeting. For questions regarding your voting instructions form, contact your intermediary for instructions.

To vote at the meeting, make arrangements with your intermediary well in advance of the meeting. Advance arrangements are also required if your shares are held in the name of CDS, as Keyera is unable to recognize you for purposes of voting your shares at the meeting (or depositing a proxy form).

To vote at the meeting, return your completed voting instruction form to your intermediary in accordance with their instructions. You cannot register with Odyssey to vote at the meeting if your voting instruction form has not been returned to your intermediary prior to the meeting in accordance with their instructions. Once the instructions and deadline prescribed by your intermediary have been followed (consistent with the "Voting by Proxy" section below) you must register as a proxyholder. To do so, you must email [email protected] by 10 a.m. MDT on or

before May 12, 2026 and provide Odyssey with proxyholder contact information including their email address, number of shares appointed and the name in which the shares are registered. If attending in person, upon arrival at the meeting your proxyholder must register with Odyssey and Lumi, and they will be provided with the necessary voting instruction. If attending virtually, your proxyholder will log in online at https://meetings.lumiconnect.com/400-290-456-962 and enter the control number or username provided to them by email from Odyssey and password: "keyera2026".

Are you a registered shareholder?

You are a registered shareholder if you hold your shares in your own name. Your ownership is reflected in a share certificate or by other means of direct registration of your shares. Registered shareholders may vote at the meeting directly or by proxy.

Registered shareholders: Voting instructions

Voting in advance of meeting

If you want to vote at the meeting, but prefer to have someone vote on your behalf, provide your voting instructions in the voting section of the enclosed proxy form. You can submit your completed voting instructions by mail, telephone, or internet. Once received, the management appointees will vote your proxy.

You have the right to appoint a person or company to be your proxyholder and act on your behalf at the meeting other than the persons designated in the proxy form provided. The person or company you appoint does not have to be a Keyera shareholder. To appoint another person to vote on your behalf, follow the voting instructions in the enclosed proxy form. To be valid, you must sign the proxy form. If the shareholder is a corporation, the proxy must be signed by a duly authorized officer or attorney thereof.

If you appoint someone other than the persons designated in the proxy form provided you must also register the appointed person as your proxyholder by emailing [email protected] by 10 a.m. MDT on or before May 12, 2026 and provide Odyssey with proxyholder contact information including their email address, number of shares appointed and the name in which the shares are registered. If attending in person, upon arrival at the meeting your proxyholder must register with Odyssey and Lumi, and they will be provided with the necessary voting instruction. If attending virtually, your proxyholder will log in online at https://meetings.lumiconnect.com/400-290-456-962 and enter the control number or username provided to them by email from Odyssey and password: "keyera2026".

Voting at the meeting

To vote at the meeting, do not complete your enclosed proxy form. You must instead vote at the meeting in person or by completing a ballot online via the Lumi portal, as described under the "Conduct of the meeting" and "Voting and proxies" sections above.

The control number located on the form of proxy (or in the e-mail notification you received) is your control number to be used for purposes of voting at the meeting.

Registered shareholders

The control number located on the form of proxy (or in the e-mail notification you received) is your control number to be used for purposes of voting at the meeting.

Duly appointed proxyholders

Once duly appointed and registered, Odyssey will email each proxyholder a control number after the proxy voting deadline has passed, as described in "Beneficial shareholders: voting instructions" or "Registered shareholders: voting instructions".

Guests

If you are not a registered shareholder or a duly appointed proxyholder and wish to attend the meeting in person, you are requested to register as a guest with Odyssey and Lumi at the meeting. Guests will not receive a handheld device and will not be able to participate in the meeting or ask questions.

If you are neither a registered shareholder nor duly appointed proxyholder and wish to attend the meeting virtually as a guest, you can do so by following these steps:

Click "Guest" and complete the online form.

As is the case for guests attending the meeting in person, guests that attend the meeting virtually will be passive observers and will not be able to participate in the business of the meeting or ask questions.

Items to be addressed at the meeting

Items to be addressed at the meeting are as follows:

Receive Keyera's consolidated financial statements for the financial year ended December 31, 2025,

Election of our directors,

Appointment of Deloitte LLP (Deloitte) as our independent auditors and authorize the directors to fix their remuneration,

Reconfirm and approve our Shareholder Rights Plan,

Hold a non-binding, advisory vote on our approach to executive compensation, and

Any other business that may be properly brought before the meeting.

Each of these items are described in greater detail starting at page 20.

In the event amendments or variations to the above items of business or other matters are properly brought before the meeting, the proxy form gives to the management appointees, or any other person you appoint to vote on your behalf, discretionary authority to use their best judgment to vote on these matters. As of the date of this document, Keyera is not aware of any other matters to come before the meeting, other than those identified above and in the notice.

What are my voting options?

On the business items to be addressed at the meeting, your voting options, should you choose to vote or provide voting instructions, are as follows:

Business item Voting options

Election of our director nominees FOR or WITHHOLD

Appointment of Deloitte LLP as our auditors and authorize the directors to fix their remuneration

FOR or WITHHOLD

Reconfirm and approve our Shareholder Rights Plan FOR or AGAINST

Advisory vote on our approach to executive compensation FOR or AGAINST

No vote is required on the review of our 2025 audited consolidated financial statements and the corresponding auditors' report. If you have any questions on these materials, please contact us directly at Suite 200, 144 - 4th Avenue S.W., Calgary Alberta T2P 3N4, Attention: Corporate Secretary or via e-mail at [email protected].

Voting by proxy

Selecting your proxyholder

Your proxy voting form or voting instruction form currently names the management appointees, as your proxyholder. To appoint a different proxyholder, write the individual's or company's name in the blank space on the form and strike out the management appointees. If voting online, indicate your appointed proxyholder by following the instructions provided.

Please ensure you have advised your proxyholder of their appointment and your voting instructions and that they can attend the meeting to vote for you. If you do not appoint a different proxyholder, then the management appointees will vote on your behalf in accordance with your instructions.

Voting by your proxyholder

If you have given voting instructions in your proxy form or voting instruction form, your proxyholder must vote in accordance with your instructions. If you appoint a proxyholder, but do not provide them with voting instructions, your proxyholder will decide how to vote on any matters properly brought before the meeting.

If you properly complete and return your proxy form or voting instruction form and do not appoint a different proxyholder the management appointees will vote in accordance with your instructions. If you do not appoint a different proxyholder and do not provide specific voting instructions, the management appointees will vote your shares as follows:

Business item Management appointees will vote

Election of our director nominees FOR

Appointment of Deloitte LLP as our auditors and authorize the directors to fix their remuneration

FOR

Reconfirm and approve our Shareholder Rights Plan FOR

Advisory vote on our approach to executive compensation FOR

Returning the proxy form (registered shareholders)

If you are a registered shareholder, the enclosed proxy form outlines how to submit your voting instructions. To ensure your vote is recorded, your proxy must be received by Odyssey no later than 10 a.m. MDT on May 12, 2026 (the voting cutoff). In the event the meeting is adjourned or postponed, your proxy must be received no less than 48 hours (excluding Saturdays, Sundays, and holidays) before the adjourned or postponed meeting time. The chair of the meeting (our Board Chair, Jim Bertram) may waive or extend the voting cutoff or time limit for receiving proxy forms without notice, at his discretion.

You may vote by proxy using one of the following methods:

By Mail

Vote by dating, signing, and returning the enclosed proxy form by mail to Odyssey Trust Company, attention Proxy Department, Trader's Bank Building, 702, 67 Yonge Street, Toronto, Ontario M5E 1J8.

By Internet Vote online at https://vote.odysseytrust.com. You will need the 12-digit control number found on your proxy form.

All shares properly voted by proxy and received by Odyssey prior to voting cutoff will be voted in accordance with the instructions you provide.

Returning the voting instruction form (beneficial shareholders)

If you are a beneficial (non-registered) shareholder, you can return your voting instructions prior to the specified deadline provided by your intermediary using one of the methods provided on the voting instruction form. To vote, your intermediary must receive your voting instructions by the specified deadline.

How are votes counted?

Our transfer agent and registrar, Odyssey, will act as scrutineer at the meeting and will count the votes. Ordinary resolutions are sought for items of business requiring a vote, however: (i) election of our nominated directors is subject to our Majority Voting Policy (as defined herein and described on page 59); and (ii) the resolution on our approach to executive compensation is a non-binding and advisory in nature only.

Can I change my voting instructions?

To change your vote after submitting your instructions, you can revoke your proxy voting form or voting instruction form using one of the methods below, or by other means permitted by law. Instructions can be revoked at any time up

to and including 10 a.m. MDT two business days preceding the meeting (or any adjournment or postponement thereof). Details about how to revoke your original voting instructions are provided below.

Registered shareholders

If you originally provided voting instructions by mail, to change your vote, you must deliver your new voting instructions in a written document signed by you or your attorney authorized in writing (or if a corporation, under corporate seal by an authorized officer or attorney) to either Odyssey (at the address provided in the proxy) or to Keyera at Suite 200, 144 - 4th Ave. SW, Calgary, Alberta, T2P 3N4 (Attention: Corporate Secretary) prior to voting cutoff. If you originally voted by telephone or the internet, you may revoke your prior vote by conveying your new instructions to Odyssey by telephone or online using your control number prior to voting cutoff or by attending and voting at the meeting.

Beneficial shareholders

To change your vote (or if you subsequently decide to vote at the meeting) after providing voting instructions to your intermediary, contact your intermediary as soon as possible to receive instructions on how to do so. Intermediaries often require any written notice of revocation to be received well in advance of the meeting to be effective.

On meeting day

Voting instructions can also be revoked on the day of the meeting by providing your properly executed revoking document to the chair of the meeting on the meeting day (or any adjournment or postponement thereof). Such revocation will only apply to any business item to be voted upon after new instructions have been properly provided to the meeting chair. The chair of the meeting will be Jim Bertram, our Board Chair.

Can I nominate a director?

Our Advance Notice By-Law No. 2 describes the advance notification requirements for shareholders who wish to submit director nominations (the advance notice by-law) prior to any annual or special meeting of shareholders at which directors are to be elected. The advance notice by-law is available on our website at https://www.keyera.com.

The deadline for director nominations under the advance notice by-law was the 10th day following the date of the first public announcement of the meeting, or March 9, 2026. No director nominations were received by Keyera prior to this deadline.

Can I make a shareholder proposal?

Under the Business Corporations Act (Alberta), certain eligible shareholders can submit shareholder proposals to be included in a management information circular for an annual and special meeting of shareholders.

For this meeting, the deadline to submit shareholder proposals was February 13, 2026. No shareholder proposals were received by Keyera prior to this deadline.

More questions about voting or the meeting?

If you have questions about voting procedures or the meeting, contact our transfer agent, Odyssey by phone at

1-888-290-1175 or by email at https://odysseytrust.com/contact/. Beneficial shareholders with questions about voting procedures, including how to submit or change their voting instructions, should contact their broker or intermediary directly.

How do I obtain paper copies of the meeting materials?

To request free paper copies of this circular and the proxy form or voting information form, please contact our Corporate Secretary at [email protected] or via the following address:

Keyera Corp. (Attention: Corporate Secretary) Suite 200, 144 - 4th Avenue S.W.

Calgary, Alberta T2P 3N4

Keyera Corp. - 2026 Management Information Circular

Business of the meeting

The meeting will address the business items below. An item is approved where a simple majority (50% plus one) of shareholders represented in person or by proxy at the meeting vote FOR the resolution, except the election of

directors, which is subject to our Majority Voting Policy (described at page 59). The vote on executive pay is advisory and non-binding in nature. Information on each business item is provided below.

Receive our financial statements

At the meeting, we will present our consolidated financial statements for the year ended December 31, 2025, together with the auditors' report. Our financial statements have been audited by our external auditors, Deloitte, Chartered Professional Accountants, reviewed by our Audit Committee, and approved by the Board. They have also been provided to each shareholder who requested a copy. Copies are available online at www.keyera.com or www.sedarplus.ca or can be requested from Investor Relations either at [email protected] or using the contact information on page 58.

Elect our directors

The Board has determined to nominate ten directors for election to our Board. Our director nominees are:

Jim Bertram

Isabelle Brassard

Michael Crothers

Blair Goertzen

T. Tim Kitchen

Bob Pritchard

Charlene Ripley

Dean Setoguchi

Janet Woodruff

Renee Zemljak

All ten director nominees are current members of our Board. Each of our director nominees (except our CEO, Dean Setoguchi) is independent. Mr. Thomas O'Connor and Mrs. Gianna Manes will retire from the Board effective May 14, 2026 and are therefore not standing for re-election this year.

Renee Zemljak is standing for election as a director for the first time. She was appointed to the Board effective January 1, 2026, by Board resolution. Information about each director nominee, including their respective experience and expertise, share ownership and public company directorships, is provided starting at page 25.

All our director nominees (excluding Renee Zemljak) were elected to the Board at our 2025 annual and special meeting, with average support (or FOR votes) of 96.56%. Elected directors will hold office until the earlier of the next annual meeting of shareholders, or their successor is elected or appointed. Detailed information about our respective director nominees is provided starting at page 25.

The Board has adopted a policy that requires, in an "uncontested" election of directors, that shareholders be able to vote for, or withhold from voting, separately for each director nominee (Majority Voting Policy). If, with respect to any particular director nominee, the number of votes "withheld" from voting by shareholders exceeds the number of votes "for" the nominee by shareholders, then although the director nominee will have been successfully elected to the Board pursuant to applicable corporate laws, he or she will be required to promptly tender his or her resignation to the Chair of the Governance & Sustainability Committee (GSC) following the meeting of shareholders at which the director was so elected. The GSC will consider such resignation offer and will accept the resignation except in extenuating circumstances which, in the opinion of the GSC after due consideration, warrant the resigning director's continued service on the Board. The resignation will be effective when accepted by the GSC.

The GSC will make its decision and announce it in a press release within 90 days following the applicable meeting of shareholders. A director who tenders his or her resignation pursuant to the Majority Voting Policy will not participate in any meeting of the GSC at which the resignation is considered.

The proxy form allows shareholders to vote FOR all nominated directors, vote FOR some of them and WITHHOLD their vote for others, or WITHHOLD their vote for all of them.

THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF OUR NOMINATED DIRECTORS

Unless instructed otherwise, the management appointees will vote FOR all nominated directors.

Appoint the auditors

The Board is in agreement with the recommendation of the Audit Committee that shareholders re-appoint Deloitte as our independent auditors, to hold office for a one-year term until the close of our next annual meeting and authorize the Board to fix their remuneration. Deloitte is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta and has been our independent auditor since 2003. In accordance with these rules, the lead partner is limited to participating on an audit engagement to no more than seven years. The last rotation of the lead partner occurred in 2023.

In alignment with our commitment to corporate governance best practices, Keyera conducted a comprehensive and competitive external audit tender process during 2023 and early 2024. The Audit Committee consulted with the appropriate members of the Executive Leadership team and other stakeholder groups; including the supply chain and internal audit functions, to determine the necessary objectives and requirements of the evaluation and selection process. This included requirements to ensure an equitable, independent, and effective process, and included the consideration of shareholder expectations regarding the external audit function. After a robust tender process and review, the Audit Committee selected the firm that best met the evaluation criteria and objectives and provided their recommendation to the Board.

The Audit Committee reviews all audit plans, annual engagement letters and any non-audit engagements of the external auditors including all corresponding fees. Fees paid to the auditors are negotiated and reviewed by the Audit Committee and recommended to the Board for approval. Fees are based on the nature and complexity of the engagement, and auditors' time to complete the services. The Board believes fees paid to Deloitte in 2025 are both reasonable and comparable to those charged by other auditors providing similar services.

All audit and non-audit services provided to Keyera for the year ended December 31, 2025 were reviewed by the Audit Committee and approved by the Board.

At our 2025 annual and special meeting, the appointment of Deloitte as independent auditors was approved by 82% of votes cast. Fees paid to Deloitte in the last two financial years are shown in the following table:

2025

2024

Audit fees(1)

$926,804

$987,908

Audit-related fees(2)

$271,056

$263,707

Tax fees

All other fees(3)

$271,676

$13,827

Total

$1,469,536

$1,265,442

1. Fees for core audit services, such as independent audit and review of Keyera's annual and quarterly financial statements and ongoing regulatory filings.

2. Fees for services related to financings, review related to non-routine regulatory filings, including prospectuses, and translation.

3. Fees for all other approved non-audited related services, including an additional fee tied to the Plains acquisition incurred in 2025, other than those described above.

THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE APPOINTMENT OF DELOITTE LLP AS AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION

Unless instructed otherwise, the management appointees will vote FOR the appointment of Deloitte as auditors.

Reconfirm and Approve Our Shareholder Rights Plan

At the meeting, shareholders will be asked to vote on continuing our existing shareholder rights plan dated as of March 14, 2017 (the SRP) between Keyera and Odyssey, as rights agent.

The SRP must be approved by shareholders every three years. The current SRP was approved by our Board on March 17, 2017 and by our shareholders on May 9, 2017. The SRP was last reconfirmed and approved by shareholders on May 9, 2023. Shareholders will be asked at the meeting to vote to reconfirm and approve the SRP to continue it in its current form for another three-year period.

Under provincial securities regulations, a take-over bid generally means an offer to acquire voting securities of a person or persons, where the securities subject to the offer to acquire, together with securities already owned by the bidder and certain related parties, constitute 20 percent or more of the outstanding securities.

Notwithstanding the protections afforded by securities regulations, there are still concerns related to the potential for unequal shareholder treatment due to the possibility that control of Keyera could be acquired pursuant to a private agreement under which one or a small group of shareholders dispose of shares at a premium to market price, which premium is not shared with the other shareholders. In addition, a person may slowly accumulate shares through stock exchange acquisitions which may result, over time, in an acquisition of control without payment of fair value for control or a fair sharing of a control premium among all shareholders.

The primary objectives of the SRP are to provide the Board with sufficient time to consider and, if appropriate, to explore and develop alternatives for maximizing shareholder value if a take-over bid is made for Keyera, and to provide every shareholder with an equal opportunity to participate in such a bid. It does so by encouraging a potential bidder to proceed either by way of a "Permitted Bid" (as defined in the SRP and provided in Schedule "A", and which requires the take-over bid to satisfy certain minimum standards designed to promote fairness) or with the concurrence of the Board. A summary of the principal terms of the SRP is provided in Schedule "A" - Shareholder rights plan summary. A copy of the full SRP is available on our website at https://www.keyera.com.

Odyssey was appointed as rights agent pursuant to a rights agent assumption agreement dated January 20, 2023 among Computershare Trust Company of Canada (the Original Rights Agent), Odyssey and Keyera (the Assumption Agreement). Under the Assumption Agreement, Odyssey agreed to assume all of the rights, duties, powers and obligations of the Original Rights Agent under the SRP, other than the indemnity in favour of the Original Rights Agent for matters occurring before January 20, 2023.

The SRP applies to the common shares, securities that are convertible into shares, as well as any other shares with voting rights that may be issued by Keyera. Currently, the common shares are the only class of shares issued and outstanding. Should Keyera issue a new class of voting shares in the future, the SRP would apply to those voting shares in the same manner described in this section. Keyera does not have any present intention of issuing any other class of voting shares.

The Board is not recommending reconfirmation and approval of the SRP in response to or in contemplation of any known take-over bid or other similar transaction. Neither management nor the Board is aware of any pending, threatened or proposed acquisition or take-over bid of Keyera. The SRP is also not intended as a means to prevent a take-over of Keyera, to secure the continuance of management or the Board in their respective offices, or to deter fair offers for the shares. In the event of a take-over bid or similar transaction, the Board will continue to have the right and responsibility to take such action and to make such recommendations to shareholders as may be considered necessary or appropriate in the circumstances.

The Board has determined that the SRP continues to be in the best interests of Keyera and our shareholders. At the Meeting, shareholders will have the opportunity to consider and, if deemed advisable, approve the following binding resolution:

"BE IT RESOLVED, as an ordinary resolution that:

The shareholder rights plan (the Shareholder Rights Plan), as described in Keyera's management information circular, be continued and the shareholder rights plan agreement dated as of March 14, 2017 between Keyera and Odyssey (as successor to Computershare Trust Company of Canada), as rights agent, be and is hereby ratified, confirmed and approved.

The making on or prior to the date hereof of any amendments to the Shareholder Rights Plan as Keyera may consider necessary or advisable to satisfy the requirements of any stock exchange or professional commentators on shareholder rights plans in order to conform the Shareholder Rights Plan to versions of shareholder rights plans currently prevalent for reporting issuers in Canada is hereby approved.

Any one or more directors or officers of Keyera are hereby authorized, for and on behalf of Keyera, to take, or cause to be taken, any and all such acts and things and to execute and deliver, under the corporate seal of Keyera or otherwise, the agreement referred to above and any other agreements, instruments, notices, consents, acknowledgments, certificates, assurances and other documents (including any documents required under applicable laws or regulatory policies) and to perform and do all such other acts and things as such director or officer may consider necessary or advisable to give effect to the foregoing resolutions, such determination to be

conclusively evidenced by the taking of any such action or such director's or officer's execution and delivery of any such agreement, instrument, notice, consent, acknowledgement, certificate, assurance or other document.

Notwithstanding the passing of this resolution by the shareholders, the Board of Directors may revoke this resolution before it is acted upon, without further approval of the shareholders, if the Board of Directors determines, in its sole discretion."

To be approved, this resolution must be approved by a simple majority (50 percent plus one) of the votes cast thereon by the "Independent Shareholders" (as defined in the SRP, but generally meaning any shareholder other than an "Acquiring Person" (as defined in the SRP) or a person making a take-over bid for Keyera, and their associates and affiliates). Keyera is not currently aware of any shareholder whose votes will be ineligible to be counted towards the ordinary resolution to approve the ratification of the continuation of the SRP or any shareholders that would not qualify as Independent Shareholders.

THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ABOVE RESOLUTION TO RECONFIRM AND APPROVE OUR SHAREHOLDER RIGHTS PLAN

Unless otherwise directed, the management appointees will vote FOR the above resolution authorizing the reconfirmation and approval of the SRP.

Approach to executive compensation

Consistent with our commitment to strong corporate governance, the Board is once again providing shareholders the opportunity to vote on our approach to executive compensation (say on pay vote). This year represents our thirteenth consecutive say on pay vote at our annual meeting. Over the past three years, our say on pay vote has received average support of 97% of votes cast at our annual meeting. At our 2025 annual and special meeting, our compensation approach was also supported by over 96% of votes cast at the meeting.

Although this resolution is non-binding, results of the vote and shareholder feedback regarding our compensation approach are carefully considered by the Board when making decisions regarding our program, as well as executive pay.

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

"BE IT RESOLVED THAT, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors of Keyera Corp., shareholders accept the approach to executive compensation as described in the compensation discussion and analysis section of Keyera's management information circular delivered in advance of the 2026 meeting of shareholders."

THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR OUR APPROACH TO EXECUTIVE COMPENSATION

Unless otherwise directed, the management appointees will vote FOR the approach to executive compensation, as described in this circular.

Other business

Other business properly brought before the meeting may also be addressed at the meeting. As of the date of this circular, the Board and management are not aware of any other items of business to be brought before the meeting.

Keyera Corp. - 2026 Management Information Circular

Our director nominees

Keyera Corp. - 2026 Management Information Circular 26

Our director nominees

Ten individuals are being nominated for election as directors to our Board at the meeting, including Renee Zemljak, who is standing for election as a director for the first time. Average director tenure is 5.3 years. Thomas O'Connor and Gianna Manes are retiring from the Board and are not standing for re-election at the meeting.

Each nominee brings extensive experience, professional expertise, and industry knowledge to our Board. An overview of certain key attributes of our nominees is provided below. Detailed nominee profiles, including professional experience, 2025 meeting attendance, share ownership status, and other public company directorships, each as applicable, are provided starting at page 27.

All our director nominees (except our President and CEO, Dean Setoguchi) are independent. The Board has reviewed the independence, qualifications, and contributions of each nominee, and recommends their nomination for election to the Board at the meeting. A snapshot of key information about our director nominees and current Board composition is provided below.

Director nominee snapshot(1)

Tenure (years)

Independence

Gender

Visible Minority

Age

Citizenship

Bertram(2)

Yes

Male

CDN

Brassard

Yes

Female

CDN

Crothers

Yes

Male

CDN

Goertzen

Yes

Male

CDN

Kitchen

Yes

Male

CDN

Pritchard

Yes

Male

CDN

Ripley

Yes

Female

CDN

Setoguchi

No (CEO)

Male

Yes

CDN

Woodruff

Yes

Female

CDN

Zemljak

Yes

Female

1. Above director nominee snapshot graphics includes both all independent directors and our CEO, Dean Setoguchi who is not independent.

2. The Board considers Mr. Bertram to be independent including, without limitation, in consideration of both Canadian securities laws and guidance provided by certain governance and proxy advisory organizations, which generally require a five-year "cooling-off" period following completion of a former executive officer role, which Mr. Bertram completed in June 2021. Mr. Bertram became a non-executive Board member in 2016. For more information, please see "Director Independence" discussion at page 60.

Gender

Female / Male

Age

50s / 60s / 70s

Citizenship

Canadian / U.S.

Visible minority

Tenure

0-5 / 6-10 / 11+

Average Board Tenure

5.3 years

Independence

Independent / Not independent

‌Keyera Corp. - 2026 Management Information Circular 27

Nominee for Election

Jim Bertram

Corporate Director

Independent

Director (non-executive) since: 2016 Age: 70

Calgary, Alberta, Canada

SKILLS AND EXPERIENCE(1)

Corporate governance

Energy marketing

Exploration G production

Financial literacy

Midstream, infrastructure, G transportation

Keyera Corp. - 2026 Management Information Circular 28

Nominee for Election

Jim Bertram

Jim Bertram is our Board Chair. He has served as a non-executive director since 2016. From 2015 to June 1, 2016, Mr. Bertram served as Executive Chairman of Keyera, following completion of his role as CEO (2003 to 2015). During his tenure, Mr. Bertram led Keyera through significant growth while enabling consistent delivery of value to shareholders and customers. Prior to joining Keyera, Mr. Bertram served as Vice President, Marketing of Gulf Canada Resources Ltd., and Vice President, Marketing for Amerada Hess Canada Ltd.

Other public company directorships (last 5 years)

Emera Inc., July 2018 to present

Methanex Corporation, October 2018 to present

Mr. Bertram graduated with a Bachelor of Commerce from the University of Calgary. He holds an ICD.D designation from the Institute of Corporate Directors. Mr. Bertram is currently a corporate director and serves on the Board of both Emera Inc. and Methanex Corporation. With over 40 years of diverse experience in the energy sector, Mr. Bertram brings extensive midstream, energy marketing, and upstream expertise to our Board.

2025 Board and Committee attendance Overall Attendance: 100%

Chair, Board of Directors 10 of 10

Ex officio member - Audit Committee, Human Resources Committee (HRC), GSC, and Health, Safety G Environment (HSE) Committee, respectively

Keyera securities held at March 26, 2026(2)

550,000

Subscription Receipts

5,100

DSUs(3)

3,913

Total value(4)

$29,460,004

Share ownership status(5)

Compliant

Voting results (prior Annual Meetings)

YEAR

Votes FOR

Votes WITHHELD

2025

130,548,730 (83.31%)

26,159,650 (16.69%)

2024

141,698,840 (96.17%)

5,639,000 (3.83%)

Keyera Corp. - 2026 Management Information Circular 29

Nominee for Election

Isabelle Brassard

Corporate Director

Independent

Director since: 2022

Age: 53

Montreal, Quebec, Canada

SKILLS AND EXPERIENCE(1)

Executive leadership

Health, safety, G environment

Strategic planning

Business development

Sustainability and climate

Keyera Corp. - 2026 Management Information Circular 30

Nominee for Election

Isabelle Brassard

Isabelle Brassard was appointed to the Board in 2022 and is a member of our HSE Committee and HRC.

Ms. Brassard has over 30 years of global experience in the mining/metals industries and shipping/logistics in North America, Asia, the Middle East, and Europe. Ms. Brassard currently serves as Executive Vice President and Chief Operating Officer at Fednav Limited, Canada's largest international

2025 Board and Committee attendance Overall Attendance: 100%

Board of Directors 10 of 10

bulk shipping company headquartered in Montreal, a position she has held since 2023, and prior to that as Senior Vice President, Logistics and Sustainable Development from 2020 to 2023. Prior to joining Fednav,

Ms. Brassard was the Vice President, Marine and Logistics with Rio Tinto

Member,

HSE Committee

4 of 4

Group, an ASX, LSE, NYSE, and FTSE listed metals and mining corporation.

assessment company.

Ms. Brassard currently serves on the board of The St. Lawrence Seaway Management Corporation and Green Marine International. Originally from Quebec, Isabelle holds a Bachelor's degree in Electrical Engineering from the University of Quebec and earned a Black Belt certification in Lean Six Sigma.

Keyera securities held at March 26, 2026(2)

Shares DSUs(3)

Total value(4)

Share ownership status(5)

Nil 23,540

$1,240,558

Compliant

Voting results (prior Annual Meetings)

With a career in management spanning over three decades, Ms. Brassard has overseen several operational portfolios across Canada, the USA, the Middle East, and Asia. In addition, she served on the Board of RightShip, the world's leading maritime risk management and environmental

Member, HRC 4 of 4

YEAR

Votes FOR

Votes WITHHELD

2025

156,471,065 (99.85%)

237,315 (0.15%)

2024

147,061,757 (99.81%)

276,083 (0.19%)

Other public company directorships (last 5 years)

None

Keyera Corp. - 2026 Management Information Circular 31

Nominee for Election

Michael Crothers

Corporate Director

Independent

Director since: 2021

Age: 63

Calgary, Alberta, Canada

SKILLS AND EXPERIENCE(1)

Executive leadership

Exploration G production

Business development

Strategic planning

Health, safety, G environment

Keyera Corp. - 2026 Management Information Circular 32

Nominee for Election

Michael Crothers

Michael Crothers was appointed to the Board in 2021 and is a member of our HSE Committee and GSC.

From 2016 to 2021, Mr. Crothers served as President and Country Chair for Shell Canada, where he played a pivotal role in achieving the final investment decision for Shell's LNG Canada project. Mr. Crothers' extensive global experience includes assignments spanning five

2025 Board and Committee attendance Overall Attendance: 100%

Board of Directors 10 of 10

continents. Mr. Crothers has over 37 years of operations, commercial, and leadership experience in the upstream, downstream, and integrated gas businesses, including refining, chemicals, oil sands, shales, and

renewables. Mr. Crothers is a champion of the environment and diversity

Member,

HSE Committee

4 of 4

and inclusion and is committed to reconciliation and partnership with Indigenous peoples.

Mr. Crothers graduated with a Bachelor of Science in Chemical Engineering with distinction from the University of Alberta and he holds a life membership in APEGA. He holds an ICD.D designation from the Institute of Corporate Directors. Mr. Crothers is currently a corporate

director and serves as a director of Cenovus Energy Inc. Mr.Crothers also serves as a director on several private and non-profit boards, including the United Way of Calgary and the Alberta and National Boards of Nature Conservancy Canada. Mr. Crothers brings extensive operations, major projects, government relations, and safety and environmental experience to our Board.

Member, GSC 4 of 4

Keyera securities held at March 26, 2026(2)

3,000

Subscription Receipts

1,000

DSUs(3)

23,503

Total value(4)

$1,449,388

Share ownership status(5)

Compliant

Voting results (prior Annual Meetings)

YEAR

Votes FOR

Votes WITHHELD

2025

155,252,127 (99.07%)

1,456,253 (0.93%)

2024

146,454,571 (99.40%)

883,369 (0.60%)

Other public company directorships (last 5 years)

Cenovus Energy Inc., November 2023 to present

Keyera Corp. - 2026 Management Information Circular 33

Nominee for Election

Blair Goertzen

Corporate Director

Independent

Director since: 2019

Age: 66

Red Deer, Alberta, Canada

SKILLS AND EXPERIENCE(1)

Business development

Capital markets

Financial literacy

Health, safety, G environment

Strategic planning

Keyera Corp. - 2026 Management Information Circular 34

Nominee for Election

Blair Goertzen

Blair Goertzen was appointed to the Board in 2019. He was appointed Chair of our HSE Committee in 2021 and appointed as the independent lead director in 2025. He is also a member of the HRC.

From 2011 to May 2019, Mr. Goertzen served as President & CEO of Enerflex Ltd., a TSX-listed global supplier, owner and operator of natural gas compression, oil and gas processing, and electric power generation

2025 Board and Committee attendance Overall Attendance: 94%

Board of Directors 9 of 10 (90%)2

equipment, as well as related engineering and mechanical service expertise. Over his career, Mr. Goertzen held senior leadership roles with IPEC Ltd., Precision Drilling Corporation, and Enserv Corporation.

Chair,

HSE Committee

4 of 4

Other public company directorships (last 5 years)

None

Mr. Goertzen is an independent businessman and has previously served on the Board of various public and private companies, including Enerflex Ltd., Zedcor Energy Inc., and IPEC Ltd. With over 30 years' experience in the North American and global energy industry, Mr. Goertzen brings extensive operations, health and safety, and risk management expertise to our Board.

Member, HRC 4 of 4

Keyera securities held at March 26, 2026(2)

22,821

DSUs(3)

50,358

Total value(4)

$3,856,536

Share ownership status(5)

Compliant

Voting results (prior Annual Meetings)

YEAR

Votes FOR

Votes WITHHELD

2025

155,346,946 (99.13%)

1,361,434 (0.87%)

2024

146,784,982 (99.62%)

552,958 (0.38%)

2 Mr. Goertzen attended 5/5 (100%) of the regularly scheduled meetings in 2025 and 4/5 (80%) of the special board meetings in 2025.

Keyera Corp. - 2026 Management Information Circular 35

Nominee for Election

T. Tim Kitchen

Corporate Director

Independent

Director since: 2025

Age: 63

Calgary, Alberta, Canada

SKILLS AND EXPERIENCE(1)

Corporate governance

Financial literacy

Strategic planning

Capital markets

Human resources G executive compensation

Keyera Corp. - 2026 Management Information Circular 36

Nominee for Election

T. Tim Kitchen

T. Tim Kitchen was appointed to the Board in 2025. He currently serves as a member of our Audit Committee and our GSC.

Mr. Kitchen brings over 32 years of experience in the energy and investment banking industry. From 2008 to 2023, Mr. Kitchen served as Managing Director, Head of Canadian Investment Banking of Barclays, a diversified bank with comprehensive UK consumer, corporate and wealth

2025 Board and Committee attendance Overall Attendance: 100%

Board of Directors 10 of 10

and private banking franchises.

Mr. Kitchen graduated with a Bachelor of Science in Chemical Engineering with honours from Queens University and an MBA from the Schulich School

Member,

Audit Committee

4 of 4

of Business at York University. Mr. Kitchen holds an ICD.D designation from the Institute of Corporate Directors.

Mr. Kitchen currently serves as Chair of the Board of Canadian Resource Roadways, LP, a private infrastructure business focused on owning and operating industrial access roads in Canada's resource sectors. He is also a board member and serves on the HR Committee, Audit Committee and Operational Excellence Committee of Irving Oil, a family-owned and privately-held international energy company.

Keyera securities held at March 26, 2026(2)

2,500

Subscription Receipts

2,500

DSUs(3)

3,895

Total value(4)

$468,786

Share ownership status(5)

In Progress

Voting results (prior Annual Meetings)

YEAR

Votes FOR

Votes WITHHELD

2025

156,537,221 (99.89%)

171,159 (0.11%)

2024

N/A

Other public company directorships (last 5 years)

Member, GSC 4 of 4

None

Keyera Corp. - 2026 Management Information Circular 37

Nominee for Election

Bob Pritchard

Corporate Director

Independent

Director since: 2025

Age: 68

Calgary, Alberta, Canada

SKILLS AND EXPERIENCE(1)

Business development

Midstream, infrastructure, G transportation

Enterprise risk management

Strategic planning

Capital markets

Keyera Corp. - 2026 Management Information Circular 38

Nominee for Election

Bob Pritchard

Bob Pritchard was appointed to the Board in 2025. He currently serves as a member of our Audit Committee and our HSE Committee.

From 2016 to 2021, Mr. Pritchard served as President of Wolf Midstream, a Canadian energy infrastructure company backed by the Canada Pension Plan Investment Board. Prior to joining Wolf, he was a founder and executive of Mistral, a private company that developed, owned and

2025 Board and Committee attendance Overall Attendance: 100%

Board of Directors 10 of 10

operated energy related assets including power generation facilities, processing plants, and pipelines that supported both the natural gas and the natural gas liquids industry. Prior to Mistral, Mr. Pritchard was

President and Chief Executive Officer of Taylor Gas Liquids Ltd., the

Member,

Audit Committee

4 of 4

general partner of Taylor NGL Limited Partnership (the Partnership), a TSX listed partnership. The Partnership's assets included natural gas processing plants, natural gas liquids extraction plants, natural gas liquids pipelines and run-of-river power generation projects.

Mr. Pritchard holds a Bachelor of Science in Engineering from Queens University. He holds a professional engineering designation in the Province of Alberta.

Mr. Pritchard brings over 40 years of experience in the energy sector with the last 30 years directly involved in developing, building and operating energy infrastructure assets in Western Canada.

Member, HSE Committee 4 of 4

Keyera securities held at March 26, 2026(2)

18,400

Subscription Receipts

1,500

DSUs(3)

3,895

Total value(4)

$1,254,016

Share ownership status(5)

Compliant

Voting results (prior Annual Meetings)

YEAR

Votes FOR

Votes WITHHELD

2025

156,595,369 (99.93%)

113,011 (0.07%)

2024

N/A

Other public company directorships (last 5 years)

None

Keyera Corp. - 2026 Management Information Circular 39

Nominee for Election

Charlene Ripley

Executive, Corporate Director

Independent

Director since: 2017

Age: 61

Vancouver, British Columbia, Canada

SKILLS AND EXPERIENCE(1)

Corporate governance

Enterprise risk management

Sustainability and climate

Business development

Legal, regulatory and government relations

Keyera Corp. - 2026 Management Information Circular 40

Nominee for Election

Charlene Ripley

Charlene Ripley was appointed to the Board in 2017. She currently serves as a member of our HRC and was appointed Chair of our GSC Committee in 2025.

Ms. Ripley was the EVP and Chief Legal and Sustainability Officer at Teck Resources Limited, a TSX and NYSE-listed Canadian mining company from January 2023 to January 2025. From 2019 to 2022, she served

as Executive Vice President & General Counsel at SNC-Lavalin Group Inc. (AtkinsRéalis), a TSX-listed company that provides fully integrated professional and project management services. From 2013 to 2019, she served as Executive Vice President, General Counsel at Goldcorp Inc., a TSX and NYSE-listed gold producer. Ms. Ripley has served in various executive leadership roles including Senior Vice President & General

Counsel at Linn Energy Inc. (Houston) and Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer at Anadarko Petroleum Corporation (Houston).

2025 Board and Committee attendance Overall Attendance: 100%

Board of Directors 10 of 10

Member, HRC 4 of 4

Member, GSC 4 of 4

Ms. Ripley graduated with a Bachelor of Laws from Dalhousie University and a Bachelor of Arts, with distinction from the University of Alberta. Ms.

Ripley has been recognized for her leadership, including with the Business in Vancouver Influential Women in Business Award (2018), Expert Zenith Award for Diversity Celebrating Women in Law (2017), and Women's Executive Network Canada's Most Powerful Women's Award (2016 and 2015).

Ms. Ripley serves on the Canadian Public Accountability Board and as Chair of the National Board for the Canadian Heart and Stroke Foundation. With over 35 years of legal and energy industry experience, Ms. Ripley brings extensive corporate governance, legal and regulatory, risk management, and sustainability expertise to our Board.

Keyera securities held at March 26, 2026(2)

Shares DSUs(3)

Total value(4)

Share ownership status(5)

Nil 67,051

$3,533,611

Compliant

Voting results (prior Annual Meetings)

YEAR

Votes FOR

Votes WITHHELD

2025

139,804,314 (89.21%)

16,904,066 (10.79%)

2024

146,385,794 (99.35%)

952,146 (0.65%)

Other public company directorships (last 5 years)

None

Disclaimer

Keyera Corporation published this content on April 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 14, 2026 at 15:27 UTC.