Pembina Pipeline Corporation Board sets date for conversion

(All financial figures are in Canadian dollars.)

CALGARY, June 14 /CNW/ - The Board of Directors of Pembina Pipeline Corporation ("PPC"), a wholly-owned subsidiary of Pembina Pipeline Income Fund (TSX: PIF.UN, PIF.DB.B), announced today that it plans to complete the conversion of the Fund into a dividend-paying corporate entity on October 1, 2010.

At its annual general and special meeting May 7, unitholders overwhelmingly voted in favour of completing the conversion between July 1, 2010 and December 31, 2010. Completion of the conversion was subject to receiving all necessary regulatory approvals, which have since been granted.

The Toronto Stock Exchange (TSX) has conditionally approved the listing of the common shares and convertible debentures of Pembina. As a result, Pembina expects its common shares and convertible debentures will commence trading on the TSX on or about Tuesday, October 5, 2010 under the symbols "PPL" and "PPL.DB.B", respectively. Pembina Pipeline Income Fund's trust units and convertible debentures are expected to be de-listed by the TSX that same day.

Under the conversion, investors will receive one common share in Pembina Pipeline Corporation for each trust unit they hold. Holders of debentures will receive common shares in Pembina Pipeline Corporation when they choose to convert their debentures. This is expected to be considered a tax-deferred exchange; however investors should consult with financial advisors regarding potential tax consequences of the exchange.

The decision to convert to a corporate entity results from a Government of Canada decision in 2006 that introduced legislation designed to change the taxation of income trusts. By converting to a corporation, Pembina can avoid the imposition of specified-investment flow through (SIFT) tax applicable beginning in 2011. Pembina expects conversion may provide greater access to capital markets, improved liquidity and greater flexibility to pursue growth and expansion.

"Completing the planned conversion will remove uncertainty and give us confidence to move forward with our business strategy and our plans to grow in our post-income trust world," said Bob Michaleski, Pembina's President and Chief Executive Officer. "As a corporation, we intend to continue generating stable dividends in the near-term while also building our company through operational excellence and growth."

Based on certain assumptions, Pembina expects to maintain its current level of cash distributions as a dividend of $1.56 per share per year (payable monthly at $0.13 per share per month) through 2013 (see Forward-Looking Statements and Information below). Eligible Canadian investors will benefit from an enhanced dividend tax credit. Dividends paid to individual U.S. investors should be "qualified dividends" for U.S. federal income tax purposes. Investors should consult their own legal and tax advisors as to their particular tax consequences of holding PPC shares.

Pembina Pipeline Corporation transports crude oil and natural gas liquids produced in Western Canada, owns and operates oil sands pipelines and has a growing presence in the midstream and gas services sectors.

Forward-Looking Statements and Information

This document contains certain forward-looking statements and information that are based on Pembina's current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. In some cases, forward-looking statements and information can be identified by terminology such as "plans", "expects", "will", "may", "intend" and similar expressions.

In particular, this document contains forward-looking statements and information, including certain financial outlook, pertaining to the planned completion date of the conversion, trading of Pembina's common shares and convertible debentures and delisting of the Fund's securities, the anticipated benefits from conversion to a corporation, resulting access to capital markets, improved liquidity and future growth and expansion, taxation of unitholders, and the ability of Pembina to maintain its current level of cash distributions to its equity holders both prior to and after conversion through 2013 (in the form of dividends after conversion). These forward-looking statements and information are being made by Pembina based on certain assumptions that Pembina has made in respect thereof as at the date of this document, including: that favourable growth parameters continue to exist in respect of current and future growth projects (including the ability to finance such projects on favourable terms); future distributions, payout ratios, taxation of distributions and, after conversion, dividends; there will be no changes to current tax laws governing the taxation of SIFT entities, the treatment of cash distributions from such entities, and the conversion of SIFT entities into corporations; and that Pembina's businesses will continue to achieve sustainable financial results.

Although the Fund believes the expectations and material factors and assumptions reflected in these forward-looking statements and information are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements and information.

None of the forward-looking statements described above are guarantees of future performance and are subject to a number of known and unknown risks and uncertainties, including, but not limited to: the impact of competitive entities and pricing; reliance on key industry partners, alliances and agreements; the strength and operations of the oil and natural gas production industry and related commodity prices; the continuation or completion of third-party projects; regulatory environment and inability to obtain required regulatory approvals (including in respect of the Mitsue and Nipisi pipelines and related facilities); tax laws and treatment; fluctuations in operating results; lower than anticipated results of operations and accretion from the Fund's business initiatives; reduced amounts of cash available for distributions to Unitholders; the ability of Pembina to raise sufficient capital (or to raise capital on favourable terms) to complete future projects and satisfy future commitments, including the construction of the Nipisi and Mitsue Pipelines and related facilities; construction costs of the Mitsue and Nipisi Pipelines and related facilities, construction delays; labour and material shortages; and certain other risks detailed from time to time in the Fund's public disclosure documents including, among other things, those detailed under the heading "Risk Factors" in the Fund's management's discussion and analysis for the year ended December 31, 2009, and the Fund's Information Circular dated April 1, 2010 which can be found at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking statements and information contained in this document speak only as of the date of this document. The Fund does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements and information contained in this document are expressly qualified by this cautionary statement.

For further information: Glenys Hermanutz, Vice President, Corporate Affairs, Pembina Pipeline Corporation, [phone], 1-888-428-3222, e-mail: [email protected]