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Inter Pipeline was previously structured as a Canadian limited partnership with its business affairs being administered, managed, controlled and operated by its general partner, Pipeline Management Inc. ("PMI").  Effective June 1, 2013, Inter Pipeline completed several internal transactions related to the reorganization of its limited partnership structure.  More specifically, Inter Pipeline indirectly purchased PMI through a series of transactions designed to eliminate all future management, acquisition, divestiture and incentive fees payable to an external manager.  These transactions were completed in anticipation that Inter Pipeline would convert its structure from a limited partnership to a corporate form.

At a special meeting of unitholders on August 22,2013, unitholders approved the proposed conversion to a corporation pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). On September 1, 2013, pursuant to the Arrangement, Inter Pipeline began conducting business under the name of Inter Pipeline Ltd. Unitholders will receive, pursuant to the Arrangement, one Common Share of Inter Pipeline for each Class A Unit held on the Effective Date of September 1, 2013.

Registered Unitholders will not receive Common Shares (or dividends on the Common Shares following completion of the Arrangement) until they submit the certificates for their Class A Units to the Depositary along with a validly completed and duly executed Letter of Transmittal. Each certificate formerly representing Class A Units that is not deposited with all other documents as provided in the Plan of Arrangement on or before the last Business Day before the third anniversary of the Effective Date shall, effective at 5:00 p.m. (Calgary time) on the last Business Day before the third anniversary of the Effective Date: (a) cease to represent a right or claim of any kind or nature and the right of the former Unitholder to receive Common Shares and/or any cash payments, as the case may be; and (b) be deemed to be surrendered to Inter Pipeline together with all dividends held for such holder.

The use of the mail to transmit certificates representing Class A Units and the Letter of Transmittal is at each Unitholder's risk. Inter Pipeline recommends that such certificates and documents be delivered by hand to the Depositary and a receipt therefor be obtained or that registered mail be used.

 Capitalized terms used, but not defined herein, shall have the meanings set out in the Information Circular.

Advisory: Certain information regarding Inter Pipeline contained herein may constitute forward looking statements under applicable securities law. Such information, although considered reasonable by Inter Pipeline at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated in the forward-looking statements.