ARRANGEMENT AGREEMENT PEMBINA PIPELINE CORPORATION and KINDER MORGAN CANADA LIMITED AUGUST 20, 2019Arrangement Agreement • August 23rd, 2019 • Kinder Morgan Canada LTD • Pipe lines (no natural gas) • Alberta
WHEREAS upon the unanimous recommendation of the KML Independent Committee, the KML Board has determined unanimously that it would be in the best interests of KML to complete a transaction involving a sale of KML and its business through an acquisition by Pembina of all the issued and outstanding KML Restricted Voting Shares and KML Special Voting Shares (together with associated Class B Units);
SUPPORT AGREEMENTSupport Agreement • August 23rd, 2019 • Kinder Morgan Canada LTD • Pipe lines (no natural gas) • Alberta
WHEREAS Pembina and KML have, concurrently with the execution of this Agreement, entered into an arrangement agreement (as the same may be amended from time, the “Arrangement Agreement”), which contemplates an arrangement pursuant to section 193 of the Business Corporations Act (Alberta) (as the same may be amended from time, the “Arrangement”);
