Corporate Presentation November 2015

Forward-Looking and Non-GAAP Information Advisory

Certain information contained in this presentation constitutes forward-looking information under applicable Canadian securities laws. All information, other than statements of historical fact, which addresses activities, events or developments that we expect or anticipate may or will occur in the future, is forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. Forward-looking statements in this presentation include, but are not limited to, statements with respect to: the returns provided by the Dawson MSA, timing for sanctioning of Tower and the Saturn expansion, annual distributions in respect of the Ruby Preferred Interest, expected returns and contributions to cash flow from Ruby, future markets from Ruby, future growth prospects of Ruby, and the ability of Veresen to recognize synergies between Ruby and the Jordan Cove LNG project, potential future increases in production in the Cutbank Ridge region; opportunities for future midstream infrastructure investment; our ability to pay future dividends; the ability of Alliance to successfully implement new services; the sources of additional rich-gas supplies for transportation on the Alliance pipeline and for processing at Aux Sable’s Channahon facility; the cost estimate and timing of the Aux Sable expansion, the cost estimate, timing of, and our ability to successfully obtain regulatory approvals for Jordan Cove LNG and the Pacific Gas Connector Pipeline, the timing of decisions to proceed with construction of, and the in-service date of the Jordan Cove LNG and the Pacific Gas Connector Pipeline; and the ability of each of our businesses to generate distributable cash in 2015. The risks and uncertainties that may affect the operations, performance, development and results of our businesses include, but are not limited to, the following factors: our ability to successfully implement our strategic initiatives and achieve expected benefits; levels of oil and gas exploration and development activity; the status, credit risk and continued existence of contracted customers; the availability and price of capital; the availability and price of energy commodities; the availability of construction services and materials; fluctuations in foreign exchange and interest rates; our ability to successfully obtain regulatory approvals; changes in tax, regulatory, environmental, and other laws and regulations; competitive factors in the pipeline, NGL and power industries; operational breakdowns, failures, or other disruptions; and the prevailing economic conditions in North America. Additional information on these and other risks, uncertainties and factors that could affect our operations or financial results are included in our filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Although we believe the expectations conveyed by the forward-looking information are reasonable based on information available to us on the date of preparation, we can give no assurances as to future results, levels of activity and achievements. Readers should not place undue reliance on the information contained in this presentation, as actual results achieved will vary from the information provided herein and the variations may be material. We make no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and, except as required by law, we do not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise. We expressly qualify any forward-looking information contained in this presentation by this cautionary statement.

Certain financial information contained in this presentation may not be standard measures under Generally Accepted Accounting Principles ("GAAP") in the United States and may not be comparable to similar measures presented by other entities. These measures are considered to be important measures used by the investment community and should be used to supplement other performance measures prepared in accordance with GAAP in the United States. For further information on non-GAAP financial measures we use, see the section entitled “Non-GAAP Financial Measures” contained in our annual Management Discussion and Analysis, filed with Canadian securities regulators.

2

3

Veresen Today High-quality infrastructure well-positioned to serve market needs

• 6,000+ km of regulated gas transmission

• 1,300+ km of NGL transportation

Pipelines

• 900 km of gathering systems • 670 mmcf/d of processing • 100,000 HP of compression • 100,000+ bbls/d of

fractionation

Midstream

• 13 plants • 830 MW of generation • 17 years average PPA

Power

Significant Growth and Diversity In Contracted Cash Flow

4 Note: (1) EBITDA is a Non-GAAP measure

66% 6%

21%

7%

52%

5%

11%

13%

14% 5%

EBITDA, by Business Segment (1)

(Before Veresen corporate costs)

2010

2014

Alliance AEGS Aux Sable

H/S / VSN Midstream

Power Ruby

• Acquisition of Ruby Pipeline and formation of Veresen Midstream enhances the long-term contract profile of our pipeline and midstream segments

• Ruby Pipeline delivers a long-term contracted cash flow stream with upside potential bolstered by strong investment grade counterparties

• Veresen Midstream represents a tremendous growth vehicle as a leading player in the core of the Montney, one of North America’s most prolific and competitive resource plays

• Proportion of EBITDA exposed to commodity price volatility at Aux Sable has decreased from 21% in 2010 to 1% of 2015 forecasted results

45%

4% 1% 10%

13%

27%

2015 Forecast

• The vast majority of Veresens’ EBITDA is generated from take-or-pay contracts with no volume or commodity risk

• Fee-based contracts have grown in 2015 with the addition of Saturn Phase 1 in June and will grow materially in 2017 when additional Veresen Midstream facilities are placed into service

• Portion of EBIDTA exposed to volumes and/or commodity prices has diminished in recent years with the addition of Ruby Pipeline and Veresen Midstream, and reduced Aux Sable contributions in 2015

EBITDA By Contract Type

Take-or-Pay - No volume or commodity price exposure Fee-Based / Fee-for-Service – Some volume and operating cost exposure, no commodity price exposure Commodity Based – Volume and commodity price exposure

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2010

2011

2012

2013

2014

2015

F

Take-or-Pay Fee-Based / Fee-for-Service Commodity Based

5

Assets by Contract Duration

6

30.0

17.0

17.0

8.0

4.8

3.3

0.0 5.0 10.0 15.0 20.0 25.0 30.0

Veresen Midstream(Dawson)

Veresen Midstream(Hythe/Steeprock)

Power (average)

Ruby Pipeline

Alliance Pipeline

AEGS

Average Contract Duration (Years)

(1)

Note: (1) 17 years average PPA

Veresen’s businesses are supported by long-term contracts • Negotiations for the renewal of AEGS take-or-pay contracts is underway;

Veresen anticipates a favorable outcome

7

Build

Connect

Optimize

Build

Optimize

Our Corporate Strategy

• Build a strong base of assets

where we have strategic advantage • Midstream • Pipelines • LNG • Power

• Connect asset base • Expand service offering via

connectivity of assets

• Optimize our assets • Drive productivity • Commercial optimization of

business

Build the best connected network of natural gas and NGL infrastructure in our geographic footprint to provide our customers with the highest value midstream service solutions.

We are building a strong mix of near-term to long-term growth opportunities and entering into partnerships and customer relationships that distinguish Veresen from its peers

Growth Opportunities

8

• Large opportunity set will transform Veresen over the next several years

• Fee-based growth supported by customer demand and long-term contracts

• Expanding platform will add incremental opportunities going forward

Enterprise Value (Share price at Nov. 17/15 Shares outstanding at Sept. 30/15)

Proprietary Growth Opportunities

Start-up 2019+

Under Construction

~$5 billion

~$10 billion

Veresen Today

Advanced Development

o Grand Valley Phase III o Aux Sable Frac Expansion o Sunrise Gas Plant o Burstall Ethane Storage

o Tower Gas Plant o Saturn Phase II o Veresen Midstream Gathering

Pipelines

• Multi-year, large scale contracted growth profile

• Area is the most prolific and actively developed gas play in Canada

• Demonstrated strong growth through low gas price environments

• Development in region is infrastructure constrained

• Creates scale and a powerful platform for growth in the Montney; significant third party activity in the region

• 50/50 ownership Veresen and KKR

9

Shell

Murphy

ARC

Conoco

Crew Tourmaline

CNRL

Encana/CRP

Veresen Midstream A leading independent natural gas gathering and processing business

$2.30 $2.60

$3.00 $3.10 $3.20 $3.25

$3.90

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

Hen

ry H

ub B

reak

even

Pric

e (U

S$

/ Mcf

)

Current Production Bcf/d

4.0 16.4 4.7 2.3 2.8 4.5 3.9

Drill Dry Gas and Liquids

Rich

Drill Dry Gas and Liquids

Rich

Drill Nothing

Drill Nothing

Drill Nothing

Drill Dry Gas

Drill Liquids

Rich

Montney breakeven gas prices are near the bottom of the forward strip price range • Montney has shown strong growth even through low gas price environments due to decreasing well costs and

technological advances driving significant development and production growth • The CRP/Veresen Midstream AMI, premier acreage within the Montney, is economic at < US$2.00/mcf NYMEX

Drilling Plan

North American Breakeven Price per Play(1)

Market Opportunity - The Montney Montney gas is highly economic today and competitive with top U.S. Shale Plays

10

Montney Marcellus Canadian Deep Basin

Utica Fayetteville Haynesville Barnett

(1) Production data and breakeven pricing from Wood Mackenzie U.S. long-term supply breakout 1H 2015. Assumes US$55/bbl WTI in 2015 and US$65/bbl in 2016 (2) Five year forward gas data from Bloomberg

Five Year Forward Gas Strip Average ($3.22)

11

200 MMcf/d Saturn compressor in service

400 MMcf/d Sunrise gas plant – final investment decision

200 MMcf/d Tower gas plant – final investment decision

Incremental 200 MMcf/d compression & 400 MMcf/d refrigeration capacity to Saturn compressor

June 2015

Late 2015

Late 2015 / early 2016

Tower and Sunrise gas plants in service

Incremental compression and refrigeration capacity at Sunrise in service

To be sanctioned

2nd half 2017

Mid-2018

In-service Operational

These projects, along with the build-out of associated gathering pipelines and Veresen Midstream’s acquisition of infrastructure earlier this year, collectively represent in excess of $3 billion of capital investment. •

Veresen Midstream Growth Projects

under construction

Built-in Material Growth Profile

12

Q2 - Q4 2015 2016 2017 2018 2019

Capex (Projects Under Development)

EBITDA(1)

• With start-up of Saturn, Veresen Midstream’s annual run-rate EBITDA is expected to be between $145 million and $155 million

• Additional cash flow potential through attracting third-party volumes

1. Includes operating Dawson infrastructure, Sunrise, Tower, and Saturn gas plants, and gathering system build-out. Excludes Hythe / Steeprock. 2. Capital spending excludes $760 million paid on closing in 2015. 3. Capital spending and EBITDA are not shown on the same scale. 4. All capital investment is subject to investment decisions by CRP.

Ruby Pipeline • Acquired a 50% a convertible preferred interest in Ruby for US$1.4 billion • Own a large interest in a long-haul natural gas pipeline with strong market fundamentals • Attractive strategic and financial attributes • Stable, long-term contracted cash flows with significant expected growth • Ruby provides direct access to the U.S. West Coast through the proposed Pacific Connector Gas

Pipeline which would supply the proposed Jordan Cove LNG terminal • Provides significant future upside associated with Jordan Cove LNG

13

Attractive Convertible Preferred Structure • Preferred Interest structure provides strong

downside protection while preserving upside

• Preferred distributions are payable prior to any distributions on common equity

• Contractual debt amortization will substantially de-lever Ruby over the initial shipper contract term while Veresen earns its preferred distribution

• Preferred Interest can convert to a 50% common equity interest in Ruby at Veresen’s option

• Contracting of an incremental ~250 mmcf/d of long-term firm capacity at rates generally consistent with current contracts activates an automatic conversion of the Preferred Interest to common equity

• 50/50 joint control governance provides alignment of interests with experienced operating partner

Illustrative Ruby Cash Flows

Partner Common

Distribution

Debt Service

Veresen Preferred

Distribution ($91 MM)

EBITDA

Toll Revenue

Toll Revenue

EBITDA

Partner Common

Distribution (50%)

Veresen Common

Distribution (Converted)

Debt Service

O&M and G&A

Future* Today

O&M and G&A

14

15

Fill the Fractionator

Fill the Remaining Space on the Pipe

Seek Regulatory Approval for Services and Tolls

Optimize the system and develop growth projects

Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16

Contract with producers who have choices for how they would manage their liquids rich gas to ship to our NGL fractionator in Chicago

An amount of firm gas capacity remains to be filled with dry gas and interruptible service – to commence in the fall of 2015

NEB and FERC approved Alliance’s tariff applications

Once sufficient progress has been made on filling the fractionator and pipe, consider debottlenecking projects and system optimization opportunities

Alliance’s recontracting has been successful and shipper commitments for 1.325 bcf/d of receipt capacity, for approximately 5 years, have been secured.

Alliance Pipeline

Power Portfolio

• 830 MW (gross) in operation or construction

• 67% of power portfolio comprised of gas-fired; remainder of portfolio in renewable, district energy and waste heat

• Assets provide long-term cash flows

• Significant growth for Veresen over the last five years

16

Design capacity of ~1 bcf/d for 6 mtpa LNG terminal requirements

Expandable to 1.5 bcf/d

232-mile, 36-inch diameter pipeline

Ownership: 50% Veresen; 50% Williams

Jordan Cove LNG Project

17

6 mtpa facility (phase 1) expandable to 9 mtpa (later date)

400+ acre site includes: marine facility; two 160,000 m3 LNG tanks; four – 1.5 mtpa liquefaction trains; two gas treatment facilities; and, 420 MW power plant.

Ownership: 100% Veresen

Terminal: Jordan Cove LNG Pipeline: Pacific Connector

Power Plant Liquefaction

The Jordan Cove LNG Advantage

• Competitive with Gulf of Mexico brownfield LNG into Asia

• 9 days shipping from Coos Bay, Oregon to Tokyo

No Panama Canal risk

• Gas supply from two large distinct gas basins

Limited local competition for natural gas supply

• Strong local and political support

• Advanced permitting/regulatory status

• Strong Houston based project management team

18

Jordan Cove LNG is Highly Competitive with Unique Advantages

Source: Terminal websites, DOE Japan as comparative market

~9 shipping days to Asia (4300 nmi)

~9 shipping days to Asia

USGC LNG ~22 shipping days to Asia (9200 nmi) plus Panama Canal Costs

USGC LNG ~9 shipping days to Europe

Australia LNG ~7 to 9 shipping days to Asia (3100 - 4300 nmi)

19

0.00

2.50

5.00

7.50

10.00

12.50

15.00

17.50

20.00

22.50

2011 2012 2013 2014 2015 2016 2017 2018

JCC Malin Hub Asia spot

US Exports Competitive in a Low Oil Price Environment

Source: Wood Mackenzie, ICIS, Poten & Partners

$100

$80

$60 US LNG delivered to Tokyo Bay, based on current

$2.73/MMBtu gas cost at Malin Hub Future

Cost of Malin Natural Gas???

Future Cost of JCC oil-linked LNG prices???

?

?

Malin Hub gas cost

Asia Spot LNG

JCC LNG cost

Del

iver

ed L

NG

into

Tok

yo B

ay

US$

/MM

btu

20

21

Asian Demand Remains Key to Global Growth – with Chinese Demand the Largest Variable

Source: IEA, Oxford Institute for Energy Studies, Columbia Center on Global Energy Policy; Mar 2015

Nonetheless, demand is projected to grow over the period with additional upside possible in response to currently low LNG prices.

Key Work Streams to Reach a Final Investment Decision

22

Regulatory EPC Contract

Commercial Off-take Agreements

Project Financing

+

FERC Notice to Proceed; all state and federal permits Final EPC contract in place

Customers for 100% of capacity Debt / equity financing

Supplementary Information

23

Veresen Midstream Structure

24

$500 million for 50% equity interest

Dawson Assets Future Assets

~$760 million of assets day 1

Contract with Encana & CRP for build out of up to ~$5 billion of additional Montney midstream assets

Future assets to be built for 3rd parties

Could involve new facilities, expansions, NGL assets, etc.

$500 million for 50% equity interest

Banks & Term Loan

Hythe & Steeprock

Assets

Acquired by Veresen in 2012 for $920 million

Long-term take-or-pay contract with Encana

Cutbank Ridge Partnership (CRP)

60% 40% a subsidiary of

50 / 50 Ownership: Veresen & KKR

• Structure provides Veresen with a disproportionate share of cash flow during the construction period, prior to the Sunrise and Tower gas plants being placed in-service

• Equal governance >35% ownership

• Class A pays cash dividend

• Class B paid-in-kind (“PIK”) at Class A yield +4%

25

Class A 50% 25%

Class B (PIK) - 25%

Total 50% 50%

In-service Date July 28, 2011

Pipeline Length 680 miles

Pipeline Diameter 42”

Current Capacity ~1.5 bcf/d (1) (2)

Build Cost US$3.7 billion (3)

Compression 4 mainline stations; 155,000 horsepower

Ship-or-Pay Contracts 1.1 bcf/d firm contracts (71% of current capacity)

Remaining Contract Terms Weighted average of ~9 years

Operator Kinder Morgan Inc.

50% Partner El Paso Pipeline Partners (4)

Ruby Pipeline – The Details

26

Newly-built, large-scale, natural gas transmission system extending westward from the Opal hub in Wyoming to the Malin hub in Oregon

(1) Average annual capacity (2) Incremental capacity of 0.5 bcf/d is achievable through the addition of compression (3) Includes allowance for funds used during construction (“AFUDC”) (4) Affiliate of Kinder Morgan Inc.

Ruby Pipeline System

• Opportunity to participate in significant cash flow growth from contracting the remaining 29% of capacity

• Current average capacity of ~1.5 bcf/d is expandable to 2 bcf/d through the addition of compression

• Attractive market dynamics in higher growth areas including California, Oregon, Washington and northern Nevada

• Ruby provides western U.S. natural gas consumers with critical supply diversity

• Shifting market dynamics including the potential development of U.S. West Coast LNG support Ruby’s continued and growing long‐term utilization

71%

100%

~130%

Contracted, 1.1 bcf/d

Available for Contracting, ~450 mmcf/d

Expansion through

Compression ~500 mmcf/d

Capacity Utilization

27

Significant Opportunity for Additional Long-term Contracting and Expansion

Distributable Cash Guidance

2015 Guidance(1) ($/Share) Low High

Alliance 0.55 0.57 Ruby 0.40 0.40 AEGS 0.07 0.07 Hythe/Steeprock 0.07 0.07 Veresen Midstream 0.15 0.15 Aux Sable Fixed 0.14 0.14 Variable (0.13) (0.10) Power 0.14 0.16 General and administrative (0.09) (0.09) Debt service - principal repayments and interest, net (0.12) (0.11) Taxes (0.11) (0.11) Preferred Share Dividends (0.08) (0.09)

Distributable cash (2) 0.99 1.07

(1) Guidance as of November 3, 2015 (2) The low and high estimates applicable to each line item are not intended to be additive and therefore will not add to the low and high forecast

distributable cash.

28

www.vereseninc.com Investor Relations Phone: 403 213 3633 Email: investor-relations@vereseninc.com

29