VALENER INC. ( Valener or the Company ) CORPORATE GOVERNANCE POLICY

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1 VALENER INC. ( Valener or the Company ) CORPORATE GOVERNANCE POLICY (Policy approved by the Board of Directors on November 18, 2010) 1. PREAMBLE The Canada Business Corporations Act and the Company s General By-laws ( Administrative By-law No.1 ) provide the Company s affairs shall be administered by the Board of Directors (the Board ). The Board delegates certain responsibilities to committees, composed of Directors, and to its manager, Gaz Métro Limited Partnership (the Manager ). Manager means both the Manager as a legal entity or its officers or other representatives who are involved in the day-today management of Valener pursuant to the Administration and Management Support Agreements (the Administrative Agreements ) entered into by the Manager and the Company. 2. RESPONSIBILITIES RESERVED TO BOARD OF DIRECTORS The Act, Administrative By-law No. 1, jurisprudence and corporate governance practices dictate certain responsibilities that are reserved to the Board, notably: - approval of Corporate by-laws and amendments thereto, which must be ratified by the Shareholders; - creation of Board committees, and defining their mandates and composition; - determination of the Manager s responsibilities and its authority to bind the Company; - formulation of the Board s expectations of the Manager; - approval of Strategic Plan and business plans flowing therefrom; - approval of the Company s budget; - approval of projects of the Company or a subsidiary for a major (in terms of dollars or strategic nature) acquisition, disposition, investment or financial investment reduction; - approval of significant reorganizations;

2 2 - authorization for the issue, purchase or redemption of the securities of the Company or a subsidiary; - approval of material borrowings or financial commitments; - approval of annual audited financial statements, quarterly financial statements, Annual Information Form, and the information circular, etc.; - declaration of dividends or reduction of capital of the Company; - approval of a communication policy with public investors; - compensation of Directors; and - corporate governance practices. 3. RESPONSIBILITIES DELEGATED TO COMMITTEES OF BOARD OF DIRECTORS The Board has established a mandate for the Audit Committee it created. The Board may also delegate specific responsibilities to other committees to help it oversee the affairs of the Company and, in certain cases, make decisions on certain matters and establish their mandate accordingly. 4. RESPONSIBILITIES DELEGATED TO MANAGER The Board delegates responsibility for the day-to-day management of the Company to the Manager, in accordance with the Administration Agreements and subject to the obligation to get specific authorizations from the Board or its committees in certain cases, and to report to the Board. The Manager shall report to the Board and its committees any matters that will enable the Directors to discharge their duties and responsibilities in a timely manner. 5. RULES OF CONDUCT FOR DIRECTORS AND SENIOR EXECUTIVES OF VALENER AND MANAGER 5.1 General A Director or senior executive of Valener or the Manager: - shall act in a prudent, diligent, honest and loyal manner in the best interests of the Company;

3 3 - shall not intermingle his/her assets with those of the Company or use property of the Company or confidential information obtained in the course of his/her duties for his/her own benefit or for the benefit of others; - shall not accept or solicit any benefit from a person or entity doing business with the Company, or acting in the name of or on behalf of such person or entity, if such benefit is likely to influence him/her in carrying out his/her responsibilities or to give that impression. 5.2 Conflicts of interest Directors and senior executives of Valener or the Manager shall avoid placing themselves in a conflict between their personal interests and their duties or creating a reasonable doubt in this regard. If they hold a full-time position in the Company, Directors of Valener: shall not hold a position or make commitments that would prevent them from devoting the time and attention required for the normal exercise of their functions within the Company; shall not, subject to dismissal, hold a direct or indirect interest in a business that would place them in a conflict between their personal interests and those of the Company. 5.3 Disclosure of conflicts of interest Obligation to disclose A Director or senior executive of Valener or the Manager shall disclose the nature and extent of his/her interest if he/she: - is a party, or could be a party, to a contract, or eventual contract, with the Company; or - is a Director, officer or employee, or has a direct interest in a business that is a party, or could be a party, to a contract, or eventual contract, with the Company; or - has any other direct or indirect interest in any matter considered by the Board of Directors. The Director or senior executive of Valener or the Manager shall also abstain from any deliberations on any matter that could affect his/her interest, shall avoid influencing a vote thereon and the Director shall abstain from voting thereon.

4 Timing of disclosure of conflict of interest A Director shall disclose a conflict of interest in relation to a matter at the first meeting of the Board of Directors or a committee: - during which the matter is considered; - following the time the Director acquired an interest in the matter being considered; - following the time the Director acquired an interest in the matter on which the Company has made a decision. A senior executive of the Manager shall disclose a conflict of interest as soon as he/she: - becomes aware that the matter will be considered during a meeting of the Board of Directors or a committee; - has acquired an interest in a matter on which a decision has been made by the Company; - becomes a senior executive of the Manager if that occurs after the acquisition of the interest Disclosure of outside positions and interests Each Director and senior officer of Valener and the Manager shall file a declaration of the commercial enterprises, other than the Company or a member of the corporate group, of which he/she is a director or officer or in which he/she owns more than 5% of the shares. Each Director and senior officer of Valener and the Manager shall file a similar declaration in respect of any non-profit corporation, public institution, foundation or other similar organization of which he/she is a director or officer and that is likely to have relations with the Company or a member of the corporate group (other than for the purchase of goods or services supplied by the latter in the normal course of business). Similarly, each Director and senior officer of Valener and the Manager shall disclose any good or service (other than as a Director or officer) supplied during the past three years, or that he/she plans to supply, in a personal capacity, to the Company or a member of the corporate group.

5 5 He/she shall also declare any actual or potential conflict of interest between him/her, or a member of his/her immediate family, and the Company or a member of the corporate group. An initial declaration must be submitted within 60 days of the appointment of a Director or senior officer of Valener or the Manager and the commencement of any involvement in the day-today management of Valener pursuant to the terms of the Administration Agreements, in every subsequent year within 30 days of the renewal of his/her mandate. Similarly, each Director and senior officer of Valener and the Manager must update his/her Declaration of Outside Positions and Interests as soon as possible after any change in circumstances. The declaration form can be obtained from and filed with the Corporate Secretary of the Manager, who may forward copies to the Chairman of the Board. A report concerning these declarations will be submitted to the Committee once a year Disclosure of rights against the Company A Director or senior executive of Valener or the Manager shall disclose any rights he/she may have against the Company as soon as such rights arise or as soon as he/she becomes aware of their existence. Such disclosure, setting out the nature and the value of the rights, shall be made to the Chairman of the Board Sanctions In the event of a serious violation of these Rules of Conduct, the sanction may include the resignation of a Director or the dismissal of a senior executive. 6. BOARD MEETINGS CONVOCATION, PROCEDURES AND MINUTES 6.1 Location of meeting. Subject to the charter and by-laws, the meetings of the Directors may be held at any location, inside or outside Canada, that the Directors may decide upon or at the location in the notice of a meeting by the person calling it. 6.2 Meeting and notice. Every year, immediately following the annual meeting of the Shareholders, there shall, without any further notice, be a meeting of the Directors present, provided they form a quorum, to appoint the officers of the Company, the Chairman of the Board, the Chairs and members of the committees and to conduct any other business falling within its jurisdiction and brought before the meeting.

6 6 Meetings of the Board of Directors can be called by the Board or the following persons, or persons designated by them: the Chairman of the Board, the President and Chief Executive Officer of the Manager or two Directors. A notice calling such meetings shall be sent to each Director, indicating the location, date and time thereof, at his/her home or place of business or mailed, faxed or sent by to the address shown in the Company's records at least two full days before the date fixed for such meeting. Unless the meeting deals with matters to be settled pursuant to subsection 115(3) of the Canada Business Corporations Act and listed in Section 4.6 of Administrative By-law No. 1, the notice does not have to specify the reason why the meeting of the Board of Directors is being called or the topics to be discussed at the meeting. Notice does not have to be given of the resumption of an adjourned meeting if the date, time and location of the resumption of the meeting were announced at the initial meeting. 6.3 Renunciation of notice. A Director may, in writing or orally, renounce any notice of a Directors' meeting or any dispensation in the notice or the holding of the meeting. Such renunciation may be validly given before, during or after the meeting in question. A Director's attendance at a meeting shall constitute renunciation of the notice of the meeting, unless the Director attends the meeting for the express purpose of objecting to the discussion of any matter on the grounds the meeting was not properly called. 6.4 Participation through technical means. The Directors may participate in a meeting of the Board of Directors by technical means, in particular by telephone or electronic means that allow all of the participants to communicate adequately. A Director who uses such means to participate at a meeting shall be deemed to have attended the meeting. 6.5 Minutes. Summaries of the deliberations and decisions of the Board shall be prepared by the Secretary of the meeting, submitted for the approval of the Directors and placed in the Company's minute book. The minutes do not have to describe all of the questions, deliberations and information. The Directors shall determine the detail they would like to see in the minutes. However, in general, the minutes of the Company shall a) refer to written or oral presentations; b) indicate the main reasons for decisions made; c) summarize the opinions received from external advisors; d) expressly describe any dissenting opinions or differences to the extent required by the Directors expressing them as well as declarations of conflicts of interest and resulting abstentions from voting; and e) provide a clear complete summary of decisions made and, where applicable, the related resolution. Unless it is impossible to do so, the minutes of a meeting shall be submitted for the approval of the Directors at the following Board meeting. A written resolution, signed by all of the members of the Board entitled to vote on it, shall have the same force as if it had been adopted at a meeting.

7 7 6.6 Adjournment. A majority of the Directors present may adjourn any Directors' meeting from time to time to a future date at a specified location without notice having to be given to the Directors, provided the date, time and location of the resumption are announced at that meeting. Sending a second notice is however recommended. The Directors present when the meeting resumes can validly deliberate if the meeting is held in accordance with the terms stipulated when the meeting was adjourned and if there is a quorum present. The Directors forming a quorum at the initial meeting shall not be required to form a quorum at a meeting that has resumed. If there is not a quorum at a meeting that has resumed, the initial meeting shall be deemed over immediately following the adjournment thereof. 6.7 Quorum and vote. The presence of a majority of the current Directors or, if there are less than four Directors, one Director shall constitute a quorum for a meeting of the Board of Directors. When there is a quorum, the Directors can exercise their powers notwithstanding any vacancy on the Board. The matters raised at a meeting of the Directors shall be decided by a majority vote of the Directors present. In the case of a tie, the Chairman of the Board shall have a second or deciding vote. 7. COMMITTEES - CREATION, COMPOSITION AND PROCEDURE 7.1 Objectives The Board committees make it possible for a limited number of Directors to carry out a more in-depth review of certain aspects of the management of the Company than the Board could otherwise do. 7.2 Creation Committees are created by a resolution of the Board of Directors, which also determines their mandate, composition and chair. The Board may create other standing committees than the Audit Committee, or special committees, as required. 7.3 Composition and quorum The composition of the committees shall be proposed to the Board by the Chairman, after consultation with the Manager. A quorum for each committee shall require a majority of their respective members. 7.4 Committee Chairs Each committee chair shall ensure the committee fulfils its mandate and shall, in collaboration with the Corporate Secretary of the Manager:

8 8 - ensure the affairs of the committee are properly managed; - set the agenda for the meetings of the committee; - ensure that all matters or issues of strategic importance relating to his/her committee are communicated to the Board; - ensure the Board receives the information and opinions it requires from the committee to properly discharge its duties. The Chair of the Audit Committee shall also make himself/herself available to address concerns of an employee with respect to the Manager or of other persons affecting questionable accounting or auditing matters or complaints from holders or owners of the Company's securities about accounting, internal accounting controls or auditing matters. If a Committee chair does not attend a committee meeting, the committee shall select one of the other committee members to chair the meeting. 7.5 Functioning A committee shall decide on the frequency and location of its meetings. A timetable for regular meetings shall be proposed by the Corporate Secretary of the Manager and modified as required during the year. Representatives of the Manager designated by the committee in question shall attend the committee's meetings. However, the Manager s representatives shall withdraw from meetings when requested by the committee. Representatives of the external auditors, the Company and the Manager, and any other person whose presence is considered relevant may attend all or part of a committee s meetings at the request of the committee or a committee member. Meetings may be held by conference call. The Corporate Secretary of the Manager shall be the Secretary of the committees. In his/her absence, he/she shall be replaced by the Assistant Corporate Secretary. Draft minutes of a meeting shall be submitted for approval at the following committee meeting. Minutes shall be prepared in accordance with the same standards as the minutes of the Board of Directors' meetings. Minutes, or draft minutes if they have not yet been approved, shall be tabled as soon as available at a meeting of the Board. Committees may adopt policies and procedures they consider necessary to discharge their duties and carry out their mandate.

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