Emera Incorporated (TSX:EMA)
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Apr 27, 2026, 4:00 PM EST
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AGM 2025

May 22, 2025

Dina Bartolacci-Seely
Manager of Corporate Communications, Emera Inc

Good afternoon. My name is Dina Bartolacci-Seely, Manager of Corporate Communications with Emera Inc. Thank you for joining us for Emera's 2025 Annual Meeting of Shareholders, which is being held in a virtual format with a live video feed. This year's virtual meeting format is designed to ensure that opportunities and rights for shareholders to participate in the virtual meeting are fully protected and accessible. In today's presentations and during the question-and-answer session afterward, 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 historical 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 Cedar Plus. Today's meeting is taking place in Halifax, Nova Scotia, which is located in Mi'kma'ki, the ancestral and unceded territory of the Mi'kmaq people. Emera seeks to build deep and meaningful relationships with Indigenous peoples and organizations across Mi'kma'ki and in all other regions where we operate. Thank you. I will now turn the meeting over to Karen Sheriff, Chair of the Emera Board of Directors.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Thank you so much, Dina, and good afternoon, everyone. Welcome to Emera's annual meeting of shareholders. This year's meeting is virtual through a live webcast with a video feed. The video meeting platform is new for us and is designed to ensure that opportunities and rights for shareholders to participate are comparable to attending an in-person meeting regardless of where they are located. Employees at Emera begin every meeting with a safety moment. Today, at our annual shareholder meeting, I will assume this responsibility on behalf of the team. By beginning today's meeting by speaking about safety, we are demonstrating that safety is central to Emera's culture and core values. This focus extends through to Emera's Board of Directors.

As Chair, I speak on behalf of everyone on the board when I say we are committed to the health and safety of Emera's teams, our customers, and our communities. I will now turn to the business of today's meeting. Shareholders were invited in advance to vote 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.

Now, joining me today are Scott Balfour, our President and Chief Executive Officer, Greg Blunden, our Chief Financial Officer, and Brian Curry, Emera's Corporate Secretary. Now, I would like to introduce our 2025 Director Nominees, in addition to Scott and myself. Biographies of each Director Nominee, including Scott and me, can be found in our 2025 Management Information Circular. The other 10 Director Nominees are James Bertram, Henry Dumone, Paula Gold Williams, Kent Harvey, Lynn Loechner, Brian Porter, Ian Robertson, Jacqueline Sheppard, Jochen Tilk, and Karla Tully. Thank you to all the Director Nominees for your ongoing contribution and commitment to Emera. I would also like to officially welcome Karla Tully to Emera's board. Karla joined the board in June 2024 and is standing for election for the first time.

Karla's substantial experience in the energy and infrastructure sectors in North America and Europe makes her a valuable addition to our board. I want to thank you once again for joining us this afternoon. I'm pleased to be here today for my first annual meeting as Chair of the Board of Directors. I would like to take a moment to acknowledge and thank our immediate past Chair, Jackie Sheppard. Jackie, we are extremely grateful for your significant contributions and commitment to Emera. Your decade of leadership as Chair has set a standard of excellence that will guide us for years to come, and I'm honored to continue this important work. Now, there is no doubt that we are in the midst of complex geopolitical and economic times. It truly is a remarkable moment for the energy sector, making it both exciting and challenging.

Utilities everywhere are navigating rapidly increasing demand and clean energy mandates while also trying to balance customer expectations around reliability and affordability. We are seeing fundamental shifts in how energy is generated, delivered, and consumed, and we are facing unprecedented severe weather events that continue to test utility infrastructure and resilience. Emera is focused on moving forward with intention and foresight. We are working to meet customers' needs for reliable and affordable energy while also maintaining our resolve to deliver value for shareholders. We're investing for our customers and for our future. In late 2024, we announced the largest capital investment plan in Emera's history, an investment of CAD 20 billion through 2029.

The plan demonstrates our commitment to the evolving demands in the industry, the robust investment that we need to make to meet the needs of customers and our utilities, and our confidence that the demand for investment is not subsiding for the foreseeable future. Our plan is focused on delivering value for customers through continued investment in grid resiliency and modernization, renewable integration, and technological advancement. Ninety percent of that plan will be invested in customer-focused efforts across our operating companies. We are investing in initiatives that are modernizing our grids, improving reliability, expanding our systems to meet customer growth, enhancing customer experience, and prioritizing energy affordability. Now, 2024 was a transformative year for Emera. We made a lot of progress. Emera is stronger today as a direct result of the hard work and talent of the teams across our business.

Thank you to all of you for your commitment and energy in moving us forward. I would also like to thank Scott, our CEO, and Emera's executive team. Your leadership is essential to our success, and we appreciate your expertise and your focus on excellence. Thank you also to my board colleagues for your dedication, your insight, and your collaboration. Finally, on behalf of the board and the management team, and most importantly, I would like to thank our valued shareholders for your continued confidence in Emera. I, too, have great confidence in the future. Together, we've made great progress, and we're well-positioned for an even brighter future. Thank you. I will now call the meeting to order. In accordance with the company's articles, I will chair the meeting, and Brian Curry will act as Secretary.

Representatives of TSX Trust Company, the company's registrar and transfer agent, will act as scrutineers. They'll 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, 2024, which are hereby presented to the meeting, a copy of which the Secretary shall keep with the record of this meeting. With that, I now declare the meeting duly called and properly constituted for the transaction of business. We have received the scrutineers' report on the number of shares represented at this meeting. Mr. Secretary, could you please read the report?

Brian Curry
Corporate Secretary, Emera Inc

Madam Chair, the scrutineers have provided their preliminary report. There are present at the meeting or represented by proxy more than 143.6 million shares of the company. This represents over 48% of the outstanding shares. The final report will be kept on file with the record of this meeting.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

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 2024, four items would be placed before this meeting for approval. Most shareholders submitted their votes by proxy for the four items 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 for the four proxy items, your vote has been received by the scrutineers, and there is no need to vote online during the meeting unless you wish to change your vote. You can vote for the four items online by making your selection from the options shown on your screen. Confirmation of your voting choice will appear on the screen.

You can change your votes for the four motions 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 four 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. Ensure you have the correct devices connected, then click the green checkmark. You will 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. Now, to submit a written question via the LUMI platform, select the Messaging tab in the LUMI comment box.

Type your question within the box at the top of the screen and click the send arrow. Questions received this way will be read aloud by our moderator. Please note that if your question relates to a matter other than the four motions for approval, please wait until the time provided for shareholder questions following the formal business of the meeting. Now, as I've said, there are four items for approval at today's meeting, and I'm going to ask the Secretary and Chief Financial Officer to move and second the motions. The four items for approval now appear on your screen: the election of the 12 nominated directors, the appointment of Ernst & Young LLP as auditors for the company, the authorization for the directors to establish the auditors' fee, and an advisory vote on the company's approach to executive compensation.

I now declare the polls open on all four of these motions. As a reminder, if you have already voted by proxy, you do not need to vote again unless you wish to change your vote. I would ask the Secretary to make motions regarding these four items.

Brian Curry
Corporate Secretary, Emera Inc

Madam Chair, I am a shareholder, and I move that one, each of the 12 nominees, as set out on pages 17 to 30 of the 2025 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 in their discretion determine. Four, the resolution as set out on page 16 of the 2025 Management Information Circular regarding the company's approach to executive compensation be approved.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Thank you, Mr. Secretary. I would now ask Greg Blunden, our Chief Financial Officer, to second these four motions.

Greg Blunden
CFO, Emera Inc

Madam Chair, I am a shareholder, and I second all four motions.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Thank you, Greg. Now, I want to 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, and I will tell you when we get there. As noted earlier, you have the option to ask questions verbally and in writing through the LUMI platform or by email. I will ask you now, are there any questions from registered shareholders or proxy holders relating to these four specific items? To help move the meeting along, please keep your questions concise and address only one topic. Dina, are there any questions?

Dina Bartolacci-Seely
Manager of Corporate Communications, Emera Inc

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

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Okay. Thank you very much, Dina. Let's move on to finish up the vote. As a reminder, voting is open on 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 four motions. We'll take a short pause here to allow for voting, and I'll announce when the polls are closed. Thank you very much. Polls are now closed. Now, while the scrutineers are tabulating the votes, Emera's President and Chief Executive Officer, Scott Balfour, will provide some remarks. Scott?

Scott Balfour
CEO, Emera Inc

Thank you, Madam Chair. It's a pleasure to be here with you, and I'd like to extend a warm welcome to you personally at this, your first Emera Annual General Meeting as Board Chair. I also want to extend my sincere thanks to Jackie Sheppard, who stepped down as Chair in February after more than a decade. Jackie supported management and led the board through significant growth, including the transformative acquisition of TECO. This kind of leadership, strong corporate governance, and strategic guidance by Jackie and our board has helped us to thrive, and this is certainly evident in our recent performance. 2024 was a significant year of progress for Emera, and I'm proud of what we accomplished. We set out at the start of the year with a clear strategy focused on driving long-term value for our shareholders, and we delivered.

We achieved many important milestones that strengthened our business and are propelling us forward as we continue working toward our long-term strategic vision. Our asset sale initiative yielded strong results. We completed the sale of our equity interest in the Labrador Island Link in June, followed by the announcement of the sale of New Mexico Gas in August, which we expect to close later this year. These two transactions, combined with the securitization of more than CAD 600 million of deferred fuel cost at Nova Scotia Power, resulted in us raising approximately CAD 3.5 billion of capital for debt reduction and investment in our growth capital, more than double the proceeds we targeted at the start of this initiative.

We also announced a further strategic reallocation of capital in June, adjusting our dividend growth target to 1-2%, allowing us to direct more of our growing cash flow toward capital reinvestment and growth. Through these actions, we strengthened our balance sheet and optimized our portfolio and funding plan, giving us the confidence to introduce our average adjusted earnings per share growth target of 5-7% through 2027 and establish a foundation for the strong operational and financial performance in 2025 and beyond. We've already seen the value of these actions with strong quarterly financial results over the last few quarters, including our very strong first quarter results this year, as well as with the strong absolute and relative share price performance we've experienced over the last nine months.

Overall, in 2024, we delivered solid financial performance with annual adjusted net income of CAD 849 million and adjusted earnings per share of CAD 2.94. These results were right in line with the benchmark for our adjusted EPS growth guidance. Our regulated portfolio, focused in Florida, continued to drive earnings growth with a 6% increase in adjusted earnings contributions in 2024, despite the impact of lost earnings contributions from the sale of our equity interest in the Labrador Island Link in the second quarter. Also, in 2024, our board of directors approved an increase in our quarterly dividend of CAD 0.03 per common share, in line with the adjusted dividend growth target announced as part of our strategic update last June. This latest increase marks the 18th consecutive year of dividend increases.

I am proud of what we accomplished last year with more than CAD 3.2 billion in customer-focused capital successfully executed, our largest annual capital deployment to date. We continue to focus our capital investments on enhancing and expanding our infrastructure to deliver customer needs today and in the future. This commitment to strategic infrastructure investment for benefit of our customers is evident across our operations. Last year, Tampa Electric invested nearly CAD 2 billion of capital on behalf of its customers, with more than CAD 200 million of that amount dedicated to the Utility Storm Protection Plan. This investment in storm hardening is part of a multi-year plan initiated by progressive state legislation and supported by stakeholders. It's making a positive impact in the resiliency and restoration timelines of the electric system in Florida.

When hurricanes Helene and Milton hit back to back last fall, the value of these investments became clear as our teams were able to restore service to customers more quickly than otherwise would have been possible. Despite these major storms, Tampa Electric delivered another year of strong reliability performance in 2024. Once again, Florida's efficient regulatory process will allow us to recover storm restoration costs in a timely manner. This constructive approach to regulation and policy does more than just help us as a utility. It improves the credit quality, it reduces the cost of capital, and it attracts investment to the state. Said plainly, it helps keep costs and customer rates lower.

Also, in Florida, the People's Gas System performed extremely well during the hurricanes, with fewer than 0.3% of its 500,000 customers experiencing a gas service interruption, demonstrating the resilience, reliability, and important role that natural gas plays in the Florida energy system. Of course, reliability is a critical focus at Nova Scotia Power as well. Last year, the team completed more reliability projects and more tree trimming than ever before. This included replacing roughly 3,000 poles and trimming trees along more than 650 km of power lines. The value of this work for customers is clear. In 2024, Nova Scotia Power experienced its best reliability in 30 years. On a weather normalized basis, power was on more than 99.9% of the time in 2024, better than most across Atlantic Canada, and in fact, better than most across all of Canada.

Other highlights from 2024 included Nova Scotia Power beginning construction of a 150-megawatt grid-scale battery storage project through an innovative equity partnership with the province's 13 Mi'kmaq communities. The Maritime Link achieved 99.9% availability, delivering nearly 2 million megawatt hours of clean hydroelectricity to Nova Scotia. This resulted in CAD 100 million of energy cost savings for Nova Scotians in 2024 alone. We brought two more solar projects into service at Tampa Electric, which now has total solar capacity of 1,350 megawatts, with another 745 megawatts in development and expected to be complete by the end of 2028. To date, investments in solar have saved customers over CAD 330 million in avoided fuel costs. Finally, Emera-wide, we lowered our carbon dioxide emissions by 49% compared to 2005 levels, and we've reduced our use of coal in generation by 80% over the same period.

As we look ahead, we see several trends continuing to come together to transform the landscape for regulated utilities: growing demand driven by economic growth, population growth, and the widespread electrification of many of society's energy needs, together with the trend to invest in system resiliency to protect from more frequent and more severe weather, alongside grid decarbonization mandates and progress. Together, they require historic capital investment levels to deliver and maintain the reliable energy our customers expect. Our CAD 20 billion five-year capital plan reflects our confidence in the need for this kind of investment and that it will continue to be necessary for the foreseeable future. We will continue to work with our stakeholders to manage the pace of this capital investment as we keep affordability for customers top of mind.

Positioning ourselves to what lies ahead requires strategic and deliberate action, and that's why we've announced a significant milestone earlier this morning. We've now received approval to list our common shares on the New York Stock Exchange. We expect our first day of trading will be on Wednesday, May 28, next Wednesday. Of course, we will also continue to be listed on the Toronto Stock Exchange. The U.S. listing is a significant moment for Emera: a time of growth, a time of opportunity, and a time of confidence in our vision. The New York Stock Exchange listing connects us to the largest pool of capital in the world and a network of world-class investors. It reinforces our commitment to continuing to deliver long-term value to shareholders. We are well positioned as a company to support the growth we see in front of us and support the communities that we serve.

Emera has evolved into the company it is today from its roots in Nova Scotia, and we remain proud of our heritage. As we continue to celebrate our past, we have our eyes firmly on the future. We are growing, and with that growth comes a need to access more of the global capital markets as efficiently and as effectively as possible. I want to thank our investors, our board, and the entire Emera team for your support in reaching this milestone. Your support, determination, and commitment brought us to this point and continue to position us well for the future. I'm looking forward to what's ahead in this new chapter. Thank you.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Scott, that was terrific. Thank you. The Secretary advises me that the preliminary voting results have been received. Mr. Secretary?

Brian Curry
Corporate Secretary, Emera Inc

Madam Chair, the scrutineers report that all four items voted upon at the meeting have received more than the number of votes required, and therefore all items are passed. The final voting results will be posted online at www.seedarplt.com.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Thank you, Mr. Secretary. With these voting results, I now declare all four 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?

Brian Curry
Corporate Secretary, Emera Inc

Madam Chair, I move that the meeting be terminated.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Thank you, Mr. Secretary. Greg, can I ask you to second that motion?

Greg Blunden
CFO, Emera Inc

Madam Chair, I am a shareholder, and I second the motion.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Great. Thank you, Greg. 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. Again, just as a reminder, please be concise and address only one topic per question. Dina, do we have any questions?

Dina Bartolacci-Seely
Manager of Corporate Communications, Emera Inc

Yes, Madam Chair, we received one question from a shareholder that reads, "What are the benefits to Emera of a U.S. listing?

Scott Balfour
CEO, Emera Inc

Thank you for the question. So, benefits of a U.S. listing, if you think about Emera today, a growing majority of Emera today operates in Florida in the U.S. and so it just makes sense to make the shares more available to the U.S. market. As I mentioned, the U.S. market is a world-leading market, largest pool of capital in the world. And so giving more access to investors in that market just makes sense. I'd also say it helps align us with other large Canadian publicly traded companies. In fact, 70% of TSX-60 listed companies are listed on both exchanges, on the Toronto Stock Exchange and in the U.S. and so it aligns us with other large Canadian companies.

Finally, it's really just another tool for us as we continue to drive shareholder value and hopefully create opportunities for us to continue to improve share price and reduce valuation gaps that may exist with our closest peers.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Dina, any other questions?

Dina Bartolacci-Seely
Manager of Corporate Communications, Emera Inc

Madam Chair, there are no further questions at this time.

Karen Sheriff
Chair of the Board of Directors, Emera Inc

Okay. To everybody, thank you for your participation in today's meeting and for your continued support of Emera. If you have any follow-up questions or comments, we encourage you to reach out to us by email, phone, or mail. You will find our contact information in the 2025 Management Information Circular you received in advance of today's meeting or on our website. Thank you again for joining the Emera AGM today, and have a great day.

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