Plains All American Pipeline (PAA) Proxy Filing summary

Executive summary

• Achieved strong 2024 financial results: Adjusted EBITDA of $2.78B (4% above guidance), $1.17B in adjusted free cash flow, and returned $1.15B to equity holders via distributions.

• Completed seven accretive bolt-on acquisitions for ~$800M, extended contract terms in the Permian, and maintained a leverage ratio of ~3.0x, below target range.

• Increased annual distribution by 19% in 2024 and 20% in February 2025, with total unitholder returns of 21% (PAA) and 24% (PAGP) in 2024.

• Received a Moody’s credit rating upgrade to Baa2, achieving mid-BBB investment grade ratings from all three agencies.

• Entered 2025 with momentum, focusing on capital discipline, cash flow generation, and financial flexibility.

Voting matters and shareholder proposals

• Unitholders will vote on: (1) election of four Class II directors to serve until 2028, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for 2025, and (3) advisory approval of 2024 named executive officer compensation.

• Board unanimously recommends voting FOR all proposals.

• Voting structure allows PAA unitholders to instruct PAA on how to vote its PAGP Class C shares at the PAGP annual meeting.

Board of directors and corporate governance

• Unified governance structure post-2016 simplification, with all directors subject to public election and majority required to be independent.

• Board refreshment: six new directors since 2017; lead independent director role rotates every five years.

• Board committees (Audit, Compensation, Governance, HSES) are fully independent and have defined charters.

• Board succession planning, annual self-assessments, and director evaluations are in place.

• Board is divided into three staggered classes; four Class II directors nominated for re-election in 2025.