Enbridge Inc. ($ENB)

Good afternoon, My name is David Taniguchi, Vice President, Legal and Corporate Secretary of Enbridge. Thank you for joining us at our Annual General Meeting today. Real-time captioning for the hearing impaired is also available today. There will be 3 parts to today's meeting. First, the formal business portion will address the matters to be voted on today and will be conducted by our Chair, Mr. Steve Williams. Next, after the formal business of the meeting, Greg Ebel, our President and CEO, will deliver his remarks to our shareholders. Finally, we will have a general question-and-answer session. Before we begin the formal business portion of the meeting, I will provide some comments on voting and questions at today's meeting. As a reminder, only registered shareholders and duly appointed proxy holders can vote or ask questions during the meeting through the virtual webcast voting platform. In order to vote during the meeting, you must log into the webcast with your control number or user name and your password, which is enbridge2026, all in lower case. Once voting has opened, the voting tab will appear at the left or bottom of the webcast page and the voting choices will be displayed. A confirmation message will appear when your vote has been received. The polls are now open. Voting can be completed at any time from now until the end of the formal business portion of the meeting. Thank you to those of you who have already voted. If you do not wish to change your vote, you do not need to vote again during the meeting. For those who have not yet voted, we encourage you to vote now. Questions can be submitted throughout the meeting. If your question relates to a specific motion, you must ask your question during the formal business portion of the meeting. Please start your question by identifying the specific motion or item of business so that we can address your question at the appropriate time. To ask a question during the meeting, select the Questions tab at the left or bottom of the webcast page. Type your question in the text box at the top of the screen and then click the Send button. If you prefer to ask your question verbally, enter your phone number as well and a Lumi operator will dial your phone. Once you answer the call, you will hear the meeting from your phone, but please mute your computer and listen to the meeting on your phone only to prevent any delay or feedback from occurring. When called upon to ask your question, you will be unmuted by the Lumi operator and muted again once you finish asking your question. At that time, you can hang up your phone and unmeet the player on your computer to return to watching the meeting. We ask that questions asked verbally be limited to 1 minute in length. If you have any questions that do not identify a specific motion or item of business, we will respond to those questions during the general question-and-answer session following the formal business portion of the meeting and the CEO's remarks. If you have a question that is personal in nature, we will follow-up with you individually after the meeting. Shareholders were also provided the opportunity to submit questions in advance of the meeting. If you -- if we have a number of questions that are the same or very similar, we may group those questions together to avoid repetition. We will endeavor to answer all questions submitted to the platform. However, please note that due to time constraints, we may not be able to address all questions today. Questions received during the meeting, together with the company's responses, will be posted to to Enbridge's website following the meeting. If you have any questions, we encourage you to submit them now. Finally, we would like to remind you that our answers to your questions and our CEO's remarks may contain forward-looking information. By its nature, this information involves a variety of assumptions and expectations about future outcomes, which are subject to the risks and uncertainties discussed more fully in our public disclosure filings. We may also refer to non-GAAP and other financial measures. In the event of technical difficulties or other significant issues that may disrupt the meeting, the chair of the meeting may adjourn, recess or expedite the meeting or take such other action that the chair determines is appropriate in light of the circumstances. With that, I now welcome Steve Williams, Chair of the Enbridge Board of Directors, to call the meeting to order.

Thank you, David. Good afternoon, ladies and gentlemen. My name is Steve Williams, and I'm Chair of the Enbridge Board. It's my pleasure to welcome you to Enbridge's 2026 Annual Meeting of Shareholders. As this is my first Annual General Meeting as Chair, I want to express my appreciation for the trust placed in me over the past year. I remain committed to strong governance, strategic oversight and delivering long-term value for our shareholders. We are gathered today by technology from locations across North America, where indigenous peoples have been and continue to be stewards of the land. I'd like to acknowledge and thank the people whose footsteps of marks these territories for centuries. Before I call the meeting to order, I would like to call upon Jody Whitney to deliver a land acknowledgment message.

Hello. My name is Jody Whitney, and I'm from the Stena Nation. Respectfully, we acknowledge that we are hosting this meeting today in [indiscernible] territory, home to the Blackfoot Confederacy, which includes the Seika, [indiscernible] and Pagani nations, the [indiscernible] coordinations of Berispar, Chenekey and [indiscernible], the Sutanation and the [indiscernible] nation of Alberta. It is also important to acknowledge that our assets traverse many other treaty and traditional endogenous lands across North America, which is known to indigenous people as Turtle Island.

Thank you, Jody. I will now call the meeting to order. As Chair of the Enbridge Board, and in accordance with our bylaws, I will act as Chair of today's meeting. David, Vice President, Legal and Corporate Secretary, will act as Secretary. Greg, our President and Chief Executive Officer, is also present at the meeting today. Our external auditors are also available to answer questions as appropriate. In order to ensure that the business of today's meeting proceeds smoothly, David, who is a shareholder and duly appointed proxy holder, will move and second the proposals relating to the items of business identified in the notice of meeting. As in past years, we have a general question-and-answer session after the formal business of the meeting is completed. As previously noted, during the formal business portion of the meeting, we will also pause to address questions that are specific to the motions being presented. If you are a registered shareholder or duly appointed proxy holder with a question that you'd like addressed during the formal business portion of the meeting, I ask that you submit your question now. This afternoon, we will deal with the items of business outlined in the Notice of Meeting and Management Information Circular. Shareholders will first be asked to consider the minutes of the last meeting of shareholders held on May 7, 2025. They will then attend to the regular business of receiving the annual financial statements, together with the report of Enbridge's auditors. Shareholders will then be asked to vote on the election of directors and the appointment of the auditors for the next year as well as authorize the directors to fix the auditor's remuneration. As has been the case in prior years, shareholders will then be asked to cast a non-binding advisory vote to accept the corporation's approach to executive compensation, commonly referred to as say on pay. And then finally, this year, as we've done every 3 years, shareholders will be asked to ratify, confirm and approve the corporation's shareholder rights plan. All 12 incumbent directors are standing for reelection today. The number of directors to be elected today has been nominated by the Board to be 12. Mr. Stephen Bandola, a representative of the corporation's register and transfer agent Computer Trust Company of Canada is in attendance today, and I appoint him to act as scrutineer for the meeting. I will now ask David to confirm that proper notice of the meeting was given and that a quorum is present for the transaction of business.

Thank you, Steve. The notice of meeting and notice of availability of meeting materials were mailed on March 20, 2026, to shareholders of record at the close of business on March 9, 2026. Proof of mailing to registered shareholders will be filed with the records of this meeting. The scrutineers' report shows that 5,230 proxies have been received representing a total of 1.424,254,891 shares, which is 65.26% of the shares outstanding as of March 9, 2026. Based on the scrutineers' report, I confirm that a quorum is present for the transaction of business at this meeting.

Thank you. I declare this meeting to be properly constituted for the transaction of business. David, may I please have a motion to approve the minutes of the annual meeting shareholders held on May 7, 2025.

I move and second that the minutes of the Annual Meeting of Shareholders held on May 7, 2025, as now submitted to this meeting, be taken as read an approved.

Thank you. Can you please advise if any questions specific to this motion were submitted?

No questions specific to this motion have been submitted.

Okay. Thank you, unless we receive any objections otherwise, we will accept the minutes as approved. The next item of business is to place before the shareholders the audited financial statements and auditor's report for the year ended December 31, 2025. The financial statements and auditor's report for the year ended December 31, 2025, are contained in the corporation's annual report. The financial statements have been approved by the Board of Directors and are available on the corporation's website. The corporation's auditors, PwC, [indiscernible] of PwC will be available during the general question-and-answer session following Greg's remarks to answer any of your questions regarding the auditors report. The next item on the agenda is the election of directors for the next year. 12 directors are to be elected at this meeting. David, may I have a nomination for the election of 12 directors to serve on the Enbridge Board of Directors for the upcoming year?

Steve, I am pleased to nominate each of the following individuals. M.M. Mike Asher; Gordy. Banister; Susan M. Cunningham; Gregory L. Ebo; Jason B. Few; Douglas L. Fouche; Teresa [indiscernible]; Teresa S. Madden; Manji Minhas; Stephen S. polos; SJ Roll; and Stephen W. Williams for election as directors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their respective successors have been duly elected.

Thank you. As no other nominations for Director were received, in accordance with the corporation's advance notice bylaw, I hereby declare the nominations closed. I will now entertain a motion respecting the election of directors.

Steve, I move and second that the aforementioned 12 nominees be elected directors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their respective successors have been elected.

Thank you. Can you please advise if any questions specific to this motion were submitted?

No questions specific to this motion have been submitted.

Thank you. We will now proceed with the vote. Please record your vote now, remembering that you've already voted in advance and do not wish to change your vote, no further action is required. The next item of the business is the appointment of the corporation's auditors. PricewaterhouseCoopers LLP have served as Enbridge's auditors for the past 32 years. The Board of Directors, on advice from the Audit, Finance and Risk Committee of the Board, recommends their appointment. David, may I have a motion?

I move and second that PricewaterhouseCoopers LLP be appointed auditors of the corporation to hold office until the close of the next annual meeting of shareholders as such remuneration as shall be fixed by the Board of Directors.

Thank you. Can you please advise if any questions specific to this motion were submitted?

Steve, no questions specific to this motion have been submitted.

Thank you. We will now proceed with the vote. Please record your vote now, remembering that you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay. Thank you. We will now proceed with the vote. Please record your vote, now remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. The next item of business today is a non-binding advisory vote on the corporation's approach to executive compensation, commonly known as say on pay. Although this vote is auction or non-binding, it gives shareholders an opportunity to provide important input to the Board of Directors. David, may I have a motion?

I move and second that the resolution to accept the corporation's approach to executive compensation the text of which is set forth on Page 34 of the Management Information Circular, be and is hereby approved.

Thank you. Can you please advise if any questions specific to this motion were submitted?

No questions specific to this motion have been submitted.

Thank you. We will now proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. The next business is a resolution to ratify, confirm and approve the shareholder rights plan, which encourages the fair treatment of shareholders if there is a takeover bid for control of Enbridge. The shareholders' rights plan resolution must be passed for the shareholder rights plan to continue. Otherwise, it will terminate. Our shareholders' rights plan is confirmed by shareholders every 3 years, most recently in 2023. There are no substantive changes to the plan for 2026. The Board of Directors has determined that the continuation of the shareholders rights plan as described in the management information circular is in the best interest of the corporation and its shareholders and recommends that shareholders vote for this resolution. David, may I have a motion?

I move and second that the resolution to ratify, confirm and approve the shareholder rights plan, the text of which is set forth on Pages 34 and 35 of the management information circular for this meeting, be and is hereby approved.

Thank you. Can you please advise if any questions specific to this motion were submitted?

No questions specific to this motion have been submitted.

Okay. Thank you. We will now proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay. The polls are now closed. Thank you again to all our shareholders who voted in advance of our meeting today. We will now pause for a moment for the scrutineer to tabulate the preliminary results of voting and provide those results to us. David, do you have the preliminary results of the voting?

Yes, Steve. I have received confirmation from the scrutineer that each of the 12 directors has been elected by at least 95.03% of the votes cast for the election of directors. The motion to appoint PricewaterhouseCoopers as the corporation's auditors and have the directors fix their remuneration has been approved by at least 91.89% of the votes cast on that resolution. The advisory vote on the corporation's approach to executive compensation has been approved by at least 95.58% of the votes cast on that resolution. And finally, the motion to ratify, confirm and approve the shareholder rights plan has been approved by at least 95.82% of the votes cast on that resolution.

Thank you, David. Strong support there for the motions. I declare each of the resolutions considered at today's meeting in respect to those matters as carried. The exact number of votes cast in respect of each matter will be filed on EDGAR and SEDAR and made available on our website. As all matters of business have been addressed, I now declare the meeting closed. I now call upon Greg the corporation's President and Chief Executive Officer, to deliver the remarks and conduct the general question-and-answer session.

Good afternoon. My name is Greg Ebel, and it's my pleasure to lead Enbridge as your President and CEO. Today, I'm happy to speak with you and share what our company has delivered and our focus for the future. Enbridge is in a position of strength. We're resilient and well prepared for what's happening in the energy industry right now and for what's on the horizon. 2025 was a year of consequential change, including public policies, the speed and scale of energy demand and the focused attention on energy abundancy and affordability. And that pace of change shows no sign of slowing down. Geopolitical uncertainty is creating challenges for billions of people around the world. At the center of this is the need for a secure supply of energy to meet growing demand. I'll share more shortly about how we're seeing the global energy environment, but let me first touch on our performance on your behalf in 2025. This past year, we demonstrated solid operational performance, a visible growth outlook and record financial results that continue to position us as the first choice energy provider in North America and beyond. The changing geopolitical dynamics and increasing energy demand I mentioned, validate Enbridge's all of the above approach. This is reflected in our diversified asset footprint of gas, oil, and renewable power to meet rising energy needs. Our financial discipline fuels our success and builds on our track record. We exceeded the midpoint of our '25 guidance for both EBITDA and distributable cash flow per share, marking the 20th consecutive year of meeting or exceeding our financial guidance. In December, we sanctioned our 31st consecutive annual dividend increase with a 3% increase for 2026. We have maintained our leverage within our targeted debt-to-EBITDA range of 4.5 to 5x. And preserving our strong investment-grade credit profile while growing our investment Cape. This financial discipline supports strategic investments that continue to strengthen Enbridge's leadership in connecting supply to key markets, sanctioning $14 billion of new projects and placing $5 billion of assets into service across our portfolio last year. In our gas transmission and midstream business, we capitalized on rising LNG, data center, power and industrial demand, announcing $4 billion in newly secured projects. The business also completed another indigenous partnership, this time with 38 First Nations in BC for a 12.5% stake in our West Coast system valued at $715 million. This new partnership continues our strategy of partnering with indigenous communities and enabling them to benefit from the investment and play a greater role in shaping Canada's energy future. On the liquid side, our mainline delivered record annual throughput. We sanctioned approximately $5 billion of new liquids pipelines to meet growing demand, deliver strong returns and support First Choice customer service. Our gas utility business is the largest in North America, serving over 7 million customers in growing gas friendly jurisdictions. This business is well positioned to benefit from increasing gas-fired power and data center growth with over 50 potential projects along with more opportunities to meet rising residential and commercial gas demand. And in renewable power, we completed the Orange Grove solar facility and sanctioned Clearfork Solar. These projects are backed by long-term agreements with blue chip customers, including Meta and AT&T. Our low-risk business model and diversified mix of future projects enable continued leadership in supporting the energy needs of data centers, residential and industrial customers, but it's more than meeting demand. Central to everything we do is our #1 value of safety for our people, our assets and the communities where we operate. In 2025, we made good progress integrating Enbridge safety standards in our new U.S. gas utilities and managing high energy hazards to protect people from very serious incidents. We performed well in process safety and safely transporting energy on our systems, and we believe that continuous improvement in safety practices supports effective execution of our growth plans across the business. Building on the momentum from 2025, we are advancing a $39 billion project portfolio through the end of the decade. This represents investments across natural gas, liquids and renewable power to meet growing energy demand. It's a big lift, and the team is ready to do this safely, responsibly, on time and on budget. Now let me share my perspectives on what's happening in our industry today and the outlook for our company. As we look ahead, one reality is clear, geopolitics are shaping the energy system in real time. Conflict and instability in the Middle East and other parts of the world have created challenges for people globally, and we're seeing one of the most significant supply disruptions our industry has faced in decades. At the recent CERAWeek conference in Houston, one speaker summed it up bluntly. When the world's most important oil corridor is compromised, the ripple effects hit everyone. That observation captures why reliability has become more than a competitive advantage. It's a necessity for economies communities and customers. In this moment, North American reliability is a strength for global energy security. We have the resources and the capability to meet domestic needs and in assisting the needs of global markets. Quite simply, we have the energy resources to keep moving forward and to help our partners do the same. The world needs more energy, more reliably delivered, more affordable and with continued progress on emissions reduction. From my perspective, I see 3 themes to finding the path forward. First, North American energy security and reliability are a real advantage. When global chokepoints are under pressure, customers and governments look to suppliers they can count on. North America's oil and natural gas supplies are abundant and dependable if we continue to invest and collaborate on infrastructure to deliver the energy where it needs to go, which leads to the second thing, building infrastructure has never been more relevant. We need modern, efficient infrastructure to move energy to where it's needed, including global markets. Delivering this infrastructure depends on regulatory clarity and reform that supports investment and maintain strong safeguards. There have been positive moves on permitting reform in both Canada and the U.S. in the past year. That's very encouraging. But don't get me wrong, more needs to be done. We will continue to advocate for practical policies that support investment and competitiveness while maintaining our focus on safety and environmental sustainability. And the lastly, energy demand is growing, and it's coming from everywhere. AI and data centers, electrification and developing economies are all pushing energy demand higher. The world needs more energy, and we believe that means more oil, more natural gas, more renewables, more of everything. This is not the moment to restrict where responsibly produced energy comes from. All electrons and molecules are needed to meet the demand. So let me sum up with what this means for Enbridge. Our enviable asset position and all of the above energy approach has always been a strength, and that's even more true at this moment. Our liquid supersystem brings much needed Canadian oil to key refining markets in North America and for export from our Ingleside facility in Corpus Christi. Our gas system connects the most prolific basins in North America to the largest demand centers and LNG export markets. Our gas utility business is well placed in natural gas positive regions. One in every 12 natural gas utility customers in Canada and the United States is an Enbridge customer. And our renewable power business will have the capacity to generate over 7 gigawatts of power. I'm optimistic by what we can achieve, and I'm confident in Enbridge's ability to deliver the energy people need today and for decades to come. Our customers need energy that's safe, sustainable, reliable and affordable, and Enbridge is focused on executing across that spectrum. So as we look forward, our focus is clear: keep our system safe and reliable, keep building and operating the infrastructure our customers need and want, keep earning the trust of communities and keep delivering the solid returns you expect as shareholders. Thank you for your continued support and trust in us. I'd also like to thank our Board of Directors for their guidance and ongoing oversight. Finally, thank you to the more than 16,000 Enbridge team members. Every day, you show up with focused commitment to safely provide energy to millions of people who need it. I'm proud of this team, and it's an honor to work alongside you. As we say at Enbridge, tomorrow is on, and we're all ready for it.

Thank you very much, Greg. We will now proceed with the general question-and-answer session. Mr. Marlin Sami, Enbridge's Vice President, Investor Relations and Insurance, will read out the questions that have been submitted for Greg to respond to and we'll note any request to ask questions verbally. We remind you that verbal questions should be limited to 1 minute in length. Marlin, do we have any questions?

Yes, David. We have received a question on the phone from Jason Alsob.

Thank you. Hello. My name is [indiscernible]. I'm Jason Elsa, and I'm the President of the [indiscernible] and Vice President of the Coastal First Nations [indiscernible] initiative. And I've been formally appointed to address AGM by a shareholder with over $1.6 billion in assets under management. Our proposed crude oil pipeline through Northwestern Canada is making headlines. However, the federal government has repeatedly stated that no project would proceed without the support of affected First Nations for the province in which is posed as the legally recognized rights and title holders under Canadian and international law, we do not support this proposed oil pipeline, which could see over 200 oil tankers in our waters. And we, along with the province of British Columbia have called on the federal government to uphold their Oil Tanker Moratorium Act in its entirety with no exceptions or carve-outs. [indiscernible] offer of equity or ownership will change our position. In 2016, Enbridge reported costs of $656 million on a never built Northwestern pipeline with total impairment of $373 million before tax adjustments. And on March 24, Mr. Ebel stated that the conditions still don't exist for that pipeline to be built, but did not speak on the status of First Nation's consent. Do we want to proactively save Enbridge and your investors from past mistakes? Can the members of the Board, please describe how oversight will be provided to ensure indigenous rights and titleholder positions on the proposed pipeline and tanker moratorium are respected? And when a related risk assessment would be disclosed to investors in your decision-making process?

Thank you, President [indiscernible]. It's Greg Ebel. I appreciate the question very much. Maybe the first thing to say is that Enbridge is not a proponent of this pipeline. And frankly, nobody is at this point in time. As the conditions just don't exist to commercialize such a proposal. So I think that's an important point here. That being said, Enbridge is also very sensitive to the risks that you mentioned in your question and to any project like that. And we currently and for a long time, taking into account all stakeholders' rights and obligations and issues and very much so with First Nations. And I think, in my opening comments, I even discussed about First Nations involvements and projects that we have. So for any project, not just the one that you mentioned, that, as I said, we're not the proponent of, any project, we take those issues very seriously. It would go through the entire board and our committee structure, including the Sustainability Committee, the Audit Finance and Risk Committee, and then the entire Board to make sure that we've met all our obligations, both internally and externally, we've considered the risks and only in that situation will we move forward. So I appreciate the question, but we have a robust process around that ensuring that we do meet our obligations.

Great. No further questions have been submitted.

Okay. Well, thank you very much. Since there are no questions, I'll now turn it back to Steve to close today's proceedings. And just let me thank all of our shareholders for their continued support of the company and our activities.

Thank you, Greg, and thank you to everyone again for attending today's meeting. We truly value your time and commitment to our company. You may now disconnect from the broadcast. Thank you for your support once again.