Emera Incorporated ($EMA)

Good afternoon. My name is Dina Bartolacci Seely from Emera's corporate affairs team. Thank you for joining us for Emera's 2026 Annual Meeting of Shareholders. Please note certain statements made in today's presentations and during the question-and-answer session afterwards may be forward-looking or may include non-GAAP financial measures and should be received with caution. Any such forward-looking statements are made pursuant to safe harbor provisions contained in applicable securities laws. Actual results and financial performance could differ materially from historic results or any conclusions, forecasts or projections in the forward-looking statements. Certain material factors or assumptions were applied in drawing the conclusions or making the forecasts or projections as reflected in the forward-looking statements. Additional information about the material factors that could cause actual financial performance to differ materially from the conclusions, forecasts or projections in the forward-looking statements can be found in Emera's latest MD&A and financial statements, which are available on SEDAR and EDGAR. Today's meeting is taking place in Halifax, Nova Scotia, which is located in Mi'gma'gi the ancestral and unceded territory of the Mi'gma'gi People. Emera seeks to build deep and meaningful relationships with indigenous peoples and organizations across McMugie and in all other regions where we operate. Thank you. I'll now turn the meeting over to Karen Sheriff, Chair of the Emera Board of Directors.

Thank you very much, Dana, and good afternoon, everyone, and welcome to Emera's 2026 Annual Meeting of Shareholders. This year's meeting is virtual through live webcast with a video feed. The virtual meeting format is designed to ensure that opportunities and rights for shareholders to participate are comparable to attending an in-person meeting. We believe the virtual-only meeting format helps to support broader shareholder accessibility and participation. It helps ensure the same rights and opportunity exists for all shareholders to attend and participate in this meeting regardless of where they are located. The meeting platform permits participating shareholders to vote in real time ask questions verbally or in writing, and hear from the company. Now employees across Emera begin every meeting with a safety moment, and our Annual Shareholder Meeting is no different. Safety remains our highest priority, and our teams are focused on creating and maintaining a world-class safety culture and performance. Safety requires constant attention and striving continuous improvement. We remain unwavering in our commitment to continuously strengthen our safety approach and ensure every person can go home safely every day. I now turn to the business of today's meeting. Shareholders were invited to vote in advance by proxy and many took advantage of this option. There will also be an opportunity to vote virtually in real time during the meeting through the online platform, and I will provide instructions when we get to the voting process. As stated in the company's management information circular to help ensure your vote is recorded when voting commences, you must remain connected to the Internet at all times during the meeting. Thank you for exercising your voting rights, through whichever method you have chosen. Joining me today are Scott Balfour, our President and Chief Executive Officer; Jared Green, our Chief Financial Officer; and Brian Curry, Emera's Corporate Secretary. Now I would like to introduce our 2026 director nominees. Biographies of each director nominee can be found in our 2026 Management Information Circular. In addition to Scott and myself, the other 9 director nominees are: James Bertram, Isabelle Courville, Henry Demone, Paula Gold Williams, Kent Harvey, Lynn Loewen, Ian Robertson, Jochen Tilk and Carla Tolly. Thank you to all the director nominees for your ongoing contribution and commitment to Emera. I would also like to officially welcome Isabel CorVel to Emera's Board. Isabel joined the Board in September 2025 and and is standing for election for the first time. As the former President of Hydro-Quebec distribution and Hydro-Quebec Trans Energy, Isabel brings a rich history of energy industry experience, Her extensive background as a Board Director in both public and private sectors along with our leadership track record makes her a very valuable addition to our Board. I would also like to note that Brian Porter is not standing for reelection this year. We thank him for his valuable service and contributions to Emera during his time on the board. Additionally, in January 2026, Jackie Sheppard completed her transition from the Board. Jackie was Chair of the Board from 2014 to 2025 and provided strong leadership through a period of significant expansion for Emera. We are grateful for her service and dedication to Emera and its shareholders. Now before we begin the official business of the meeting, I'd like to share a few remarks. And most importantly, thank you again for joining us today. Our annual meeting is an important moment in time where we consider the progress of the previous year while also looking ahead. This year, that reflection feels particularly meaningful. 2025 was a landmark year for Emera, reinforcing our strategy, strengthening our foundation and clearly shaping our path forward. We continue to operate in a complex and evolving environment. Growing demand, the energy transition and heightened expectations around reliability and affordability are reshaping the utility landscape. At the same time, digital and physical resilience remains critical as severe weather events and cyber risks increase. Against this backdrop, Emera remains focused on disciplined execution. In 2025, we delivered strong operational and financial performance, while advancing the company's long-term strategy. We reached important milestones, including Emera's listing on the New York Stock Exchange. 2025 was also a record financial year, underscoring the strength of our regulated portfolio and the benefits of a prudent long-term approach. The Board continued to support Emera's largest capital investment approving the extension of the company's $20 billion plan through 2030. This long-term clarity allows Emera to invest with intention, focusing on system reliability modernization and growth while balancing affordability for customers and value for shareholders. Throughout the year, the Board remained actively focused on maintaining strong governance, strategy, enterprise risk and capital allocation. There was a particular emphasis on cyber and digital resilience, which remain critical areas of oversight and priority. Now that we're well into 2026, Emera is moving forward with momentum and focus. On behalf of the Board, I would like to thank our employees for their commitment and performance our CEO, Scott Balfour and the executive team for their leadership and our shareholders for your continued confidence. Together, we have made strong progress, and we are well positioned for the years ahead. Thank you. I will now call the meeting to order. And in accordance with the company's articles, I will chair the meeting, and Brian Cury will act as Secretary. Representatives of TSX Trust Company, the company's registrar and transfer agent, will act as scrutineers report on shareholder participation and count the votes. The scrutineers have reported that a quorum is present. The Secretary has confirmed that proper notice of the meeting has been given and that the materials for the meeting were provided to common shareholders, including the audited financial statements for the year ended December 31, 2025, and which are hereby presented to the meeting. With that, I now declare the meeting duly called and properly constituted for the transaction of business. We received the scrutineers' report on the number of shares represented at this meeting. Mr. Secretary, could you please read the report?

Madam Chair, the scrutineers have provided their preliminary report. They are present at the meeting or represented by proxy approximately 159.4 million shares of the company. This represents 52.14% of the outstanding shares. The final report will be kept on file with the record of this meeting. .

Thank you, Mr. Secretary. We will now move to the items requiring shareholder approval, and I will explain the voting procedure. The mail out to shareholders provided notice that in addition to receiving the financial statements for 2025, 6 items would be placed before this meeting for approval. Most shareholders submitted their votes by proxy in advance of this meeting. As mentioned, this meeting is fully virtual and registered shareholders and duly appointed proxy holders can vote online. If you have already voted by proxy, your vote has been received by the scrutineers, and there is no need to vote online during the meeting. But if you want to vote online by making your selection from the options shown on your screen, that's what you can do. Confirmation of your voting choice will appear on the screen. You can change your votes until the end of the voting period by selecting another choice. If you are a registered shareholder or a proxy holder, you will be able to ask questions at designated points in the meeting, starting with questions related to the 6 motions I mentioned that require your approval. To ask a verbal question click on the request to speak button in the broadcast tab on the meeting page in your browser, allow your browser to access your microphone. I'm sure you have the correct devices connected, then click the green checkmark. You will then be in the queue for the moderator. When your connection has been confirmed, you will be called upon to ask your question and unmuted automatically. To submit a written question, select the questions tab on the left side of your screen, type your question within the box at the top of the screen and click the send button. Questions received this way will be read aloud by our moderator. Please note that if your question relates to a matter other than the motions for approval, please wait until the time provided for shareholder questions following the formal business of the meeting. As I mentioned, there are 6 items for approval at today's meeting. I will ask the Secretary and Chief Financial Officer, both of whom are shareholders, to move and second the motions. I now declare the polls open on all items, and I would ask the secretary to make motions regarding these 6 items. Mr. Secretary?

Madam Chair, I move that, one, each of the 11 nominees set out on Page 16 of the 2026 Management Information Circular be elected as directors of the company to hold office until the next annual meeting or until their successor is elected or appointed; two, Ernst & Young LLP chartered accountants be appointed auditors of the company to hold office until the close of the next annual meeting of shareholders or until their successors are appointed; three, the directors of the company be authorized to establish the auditor's fee for the current year in such amounts as they may determine in their discretion. Four, resolutions settled on Page 18 of the Management Information Circular regarding the company's approach to executive compensation be approved. Five, the resolution set out in Appendix A of the 2026 Management Information Circular regarding the amendment to the company's employee common share purchase plan be approved. Six the resolution set out in Appendix B of the 2026 Management Information Circular regarding the amendment to the company's senior management stock option plan be approved. Thank you, Mr. Secretary, and I would now ask Gord Green, our Chief Financial Officer, to second me 6 motions. Madam Chair, I second all 6 motions. .

Thank you very much, Jared. Now at this point, are there any questions from registered shareholders or proxy holders relating to these items of business? Again, I remind everyone that this is not the general question-and-answer portion of the meeting. That session will follow the formal business of the meeting and Scott's remarks. As noted earlier, you have the option to ask questions verbally and in writing through the Lumi platform or by e-mail. Dana, do we have any questions?

Madam Chair, there are no questions related to the motions.

Thank you, Dina. As a reminder, voting is open and the motions and voting options are displayed. If you are voting online, please remember to scroll down the page to ensure you vote on all 6 motions. We're going to take a short pause now to allow for voting, and I will announce when the polls are closed. [Voting]

Thank you very much Polls are now closed. And while the scrutineers are tabulating the votes, Emera's President and Chief Executive Officer, Scott Balfour will provide some remarks.

Thank you, Madam Chair, and good afternoon, everyone. I want to start with performance because the results tell an important story. 2025 was a very strong year for Emera. We delivered record earnings. Exceeded our long-term growth targets, strengthened our balance sheet, stabilized our credit ratings and continued to invest safely and prudently in the systems our customers rely on every day. Just as importantly, we did all that while staying disciplined on costs, navigating operational and regulatory complexity and supporting customers through affordability pressures. All of this is something the entire Emera team is rightly very proud of. Across our operations, teams deployed a record $3.6 billion in capital in 2025. That investment was an abstract. It delivered real tangible outcomes. Stronger reliability, safer systems, cleaner energy and better customer experiences. What underpins that performance is who we are as a company. We have a strong ethos around operational excellence, and we are disciplined investors. We pursue investments that directly tie value to customers, improving reliability, managing costs and building systems that will stand the test of time. That shows up across our businesses. In Florida, our largest market, economic growth is driving rising energy demand. Tampa Electric and Peoples Gas responded by expanding generation strengthening storm resilience, modernizing operations and advancing solar and storage, all while maintaining strong reliability and constructive regulatory outcomes. In Nova Scotia, where severe weather and energy transition requirements continue to intensify Nova Scotia Power advanced critical infrastructure and reliability initiatives, renewing aging assets, strengthening the grid and integrating new technologies to support additional renewables across the system. And that work and investment contributed to the best reliability performance in Nova Scotia Power's history in 2025. And across every jurisdiction, we have been deliberate about pacing investment, recognizing the very real cost of living pressures our customers are facing and working to balance affordability and with the need for increasing investment in long-term system strength and reliability. At Tampa Electric, the new headquarters at Baris Operations Center, or BOC, went live. Built to withstand Category 5 hurricane conditions, the back strengthens our ability to day-to-day reliability as well as storm response work when customers need us the most. Tampa Electric also added 150 megawatts of solar, bringing total solar capacity to more than 1,500 megawatts, helping reduce customers' exposure to volatile fuel costs and supporting long-term affordability. At Peoples Gas, the team delivered a constructive rate case outcome and continued to advance system modernization and safety enhancements and operational efficiencies, all while meeting continuing high levels of customer growth. Peoples Gas once again demonstrated strong execution in a complex operating environment. And that focus is showing up where it matters most in customer experience with a #1 J.D. Power ranking in its segment for the 12th time. Nova Scotia Power advance the Nova Scotia, New Brunswick reliability time, securing unprecedented indigenous engagement and support, environmental approvals and Canada Infrastructure Bank participation. Early construction activities are now underway on this project and will materially strengthen regional reliability and resilience. Nova Scotia Power also brought new battery storage sites online in 2025, and and is continuing to integrate new technologies to support system flexibility and decarbonization. The Maritime Link continued to demonstrate the value of subsea HVDC transmission delivering approximately 2 terawatt hours of clean electricity to Nova Scotia with industry-leading reliability. This represents about 10% of Nova Scotia Power's annual energy needs providing dependable emissions-free power to customers. The sale of New Mexico Gas Company continues to progress. Just yesterday, the New Mexico Public Regulation Commission Hearing Examiner's recommended approval of the proposed sale to Bernhard Capital Partners. This is a key regulatory milestone, and we anticipate closing the transaction by midyear. And earlier this month, we finalized an agreement to sell our interest in Grand Bahama Power Company to the government of Bahamas. Across all our utilities, teams leaned into innovation and cost discipline, using tools like drone surveys or solar rays. AI-enabled analytics and predictive maintenance to reduce costs and ultimately help mitigate upward pressure on customer bills. Affordability is not theoretical for us. It's operational. These efficiencies matter as do other creative options that help save customers' money such as the proposed securitization of existing thermal assets that was part of Nova Scotia Power's recently approved consensus general rate application. While there remains work to do on the finalizing the specifics and securing the necessary regulation to support, this approach is aimed at lowering financing costs and supporting significant customer savings. Our focus on operational execution translated directly into financial performance. In 2025, Emera delivered more than $1 billion in adjusted net income and adjusted earnings per share of $3.49, a 19% increase year-over-year. That performance exceeded the top end of our long-term growth range and clearly demonstrated the strength of our portfolio and execution. We also achieved our 19th consecutive year of dividend growth, reinforcing the durability and predictability of our business model. Total shareholder return was 31.9% in 2025, among the best in the industry, reflecting the confidence the market has in Emera's strategy and our ability to deliver through different cycles. So yes, 2025 was a strong year for Emera, and we've continued that positive momentum into 2026. Our first quarter financial results were once again at record level and have set us up for another year of exceeding our 5% to 7% adjusted EPS growth objective. Looking ahead, the energy system is undergoing a profound transformation, including surging demand from data centers and electrification, global supply chain pressures that are free shaping, how we plan and build and a shifting policy environment that requires agility and adaptability. Our industry is evolving. And so are we consistently delivering the reliable energy our customers expect means that we must invest at historic levels. That's why we extended our $20 billion capital plan through 2030 and are projecting rate base growth of 7% to 8% in the same time period. In 2026, we expect to execute approximately $4 billion of capital across our regulated utilities, yet another record. Our investment plan is designed to meet critical needs by modernizing our electric and gas systems and strengthening resilience. We will continue to work with our stakeholders to manage the pace of investment and sequence projects to align with evolving requirements avoid cost spikes and deliver enduring value, all while staying focused on customer costs. It's an exciting time in the energy sector. There's a real appetite for tangible solutions that connect jurisdictions, strengthen energy sovereignty and unlock economic potential. Emera has a proven track record of building complex transformative infrastructure. It's part of our DNA. In all the regions where we operate, we are looking at ways to support bold ambitions and collaborate with partners on solutions. As the Chair mentioned, we've been successfully trading on the New York Stock Exchange for the past year. This listing broadens our access to U.S. capital supports our long-term growth and reflects the quality of our assets and our strategy. We're proud to be the first Nova Scotia headquartered company to list on the NYSE. And of course, we continue to maintain our long-standing listing on the TSX. None of this happens without our people. The past year demanded a lot, navigating severe weather, rising costs, cyber attack, regulatory complexity and an increasingly dynamic operating environment. Across Emera, our teams delivered time and again. They solve problems, kept customers applied with safe, reliable energy and executed 1 of the strongest years in our history to every employee across our operating companies and corporate teams. Thank you. our discipline, expertise and commitment made this performance possible. And before I close, I'd like to take a moment to recognize Judy Steel for her 26 years with Emera including the past 14 years leading Emera Energy and to congratulate her on her upcoming retirement as of the end of June. Judy, you will be missed. To our Board of Directors and the entire Emera team. Thank you for your guidance and stewardship. And to our shareholders, thank you for your continued trust and confidence in Emera. Thank you.

Thank you very much, Scott, and congratulations to you and your whole team for a terrific year. Now the Secretary advises me that the preliminary voting results have been received. Mr. Secretary, Madam Chair, the scrutineers report that all 6 items voted upon at the meeting have received more than the required number of votes, and therefore, all items are passed. The final voting results will be posted online on SEDAR at www. sedar.ca and on EDGAR at www.sec.gov.

Thank you, Mr. Secretary, with these voting results. I now declare all 6 motions approved. With the formal business of the meeting now complete, I will ask the Secretary and the Chief Financial Officer, to move and second a motion to terminate the meeting. Mr. Secretary?

Madam Chair, I move that the meeting be terminated.

Thank you, Mr. Secretary. Jared, can I ask that you second the motion?

Adam Chair, I second the motion. .

Thank you very much. I now declare the meeting terminated. We will now proceed to the general question-and-answer session and take questions from registered shareholders and proxy holders. Dino, do we have any questions?

Madam Chair, we've received a question in writing that reads data centers represent a huge growth opportunity for many sectors, particularly energy. What does this look like for Emera

Thank you for your question. And you're right. There's a lot of activity and discussion around data centers, particularly in the electric sector today. Now to be honest, the Florida market has not yet been front and center on this activity, but that's changing. Recently, Governor DeSantis passed legislation that sets a clear path for data center development in the state, providing clarity and ensuring fairness to all stakeholders for the development of data centers. We're very encouraged by a number of conversations that are going on inside the Tampa Electric service territory and quite excited and encouraged as I say, about the prospect of bringing these data center customers online, which, over the long run, will, in fact, help with the issue of customer affordability by contributing to overall system costs and reducing cost pressure for customers. .

Thank you, Scott. Dan, any other questions?

Yes, we've received another question in writing. This 1 from Alan Lynch, who asks last June after the data breach, Emera had a team traveled the province offering individual consultations, answering customer questions. I asked if there was additional information about shareholders taken in this breach or put in jeopardy. The 3 Emera reps couldn't answer my question, but promised to get an answer. They didn't.

So thank you for the question. I do not believe that there was any shareholder information that was accessed as part of the data breach. It was more internal to Nova Scotia, Mr. Lynch. We will make sure that I will make sure that someone gets back to you to confirm that, but that is my understanding. But there are some folks in the room that can help to make sure that we get back to you with a proper response to your very good question. .

Thank you, Scott. Dana, any more? We've received another question in writing.

This 1 from Jeff Carlson. It reads the April 25, 2025 cybersecurity incident is concerning. What steps has Emera taken to prevent reoccurrence?

So thank you for your question. And I understand the concern. We are in an environment now where unfortunately, cyber criminals are taking a much more aggressive and sophisticated lens to their crimes, and we unfortunately fell victim to that last year. We have, since then, as you would imagine, engaged a number of world-class consultants and experts to help us to ensure that an incident like that never happens again. This takes enormous amount of investment and activity and energy in order to do. But we have the very best people that are engaged and continuing to ensure that we are relentless and continuing to strengthen our cybersecurity protections against an ever sophisticated world of cybercrime.

Thank you again, Scott. Do you know?

Madam Chair, no further questions. Thank you, and thank you all very much for your participation in today's meeting and for your continued support of Emera. If you do have any follow-up questions or comments, we encourage you to reach out to us by e-mail, phone or mail. You will find our contact information in the 2026 management information circular you received in advance of today's meeting or on our website. Thank you again for joining today's Annual Shareholder Meeting, and have a great day.