AGM 2021

May 5, 2021

Good afternoon, ladies and gentlemen. My name is Karen Yohara, Vice President 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. 1st, the formal business portion will address the matters to be voted on today, including questions specific to the resolutions and will be conducted by our Chair, Mr. Greg Evel. In the unlikely event Mr. Evel is unable to continue as Chair, Mr. Monaco, our President and CEO and a Director, will chair the meeting. Next, after the formal business of the meeting, Al Monaco will deliver his remarks to our shareholders. Finally, we will have the question and answer session. Before we begin with 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 are able to vote or ask questions. Voting during this meeting can only be done through our virtual voting platform on the webcast. Once you are logged into the webcast with your control number and Enbridge 2021 as your password, Click on the voting icon at the top of the webcast page. The polls are now open. Voting can be completed at any time from now now until the end of formal business of the meeting. Thank you to those of you who have already voted. If you have already voted in advance of the meeting and 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 during the meeting can also only be submitted through our webcast platform. Once you are logged into the webcast with your control number and password, Click on the questions icon at the top of the webcast page. Press the plus button. Type your question into the text box at the bottom of the messaging screen and then click the Send button. If your question relates to a specific motion, Please start your question by identifying the specific motion so we can address your question at the appropriate time of the meeting. We will save all questions that do not identify which motion they relate to for the general question and answer session following the formal business and the CEO's remarks. If a question is personal in nature, we will follow-up with you individually after the meeting. We will receive the questions and read them out or summarize them in order for everyone to be aware of the question being dealt with. If you have questions, we encourage you to submit them now. Questions can be submitted throughout the meeting. During the general question and answer session, our CEO will address your questions. If we have a number of questions that are the same or very similar on a topic, We will group the questions to avoid repetition. During the general answer and question session, we will endeavor to address all general questions from shareholders or proxy holders that are not specific to a resolution. However, please note that due to time constraints, We may not be able to address all questions today. At Enbridge, we believe active engagement with our shareholders and stakeholders on an ongoing basis through a variety of avenues is key to transparency, open and informed dialogue and sharing our story. 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 contains forecast 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 measures. In In the event of a technical malfunction or other significant problem that disrupts 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. I now welcome Mr. Greg Ebel, Chair of the Enbridge Board of Directors to call the meeting to order. Thank you, Ms. Yohara. Good afternoon, ladies and gentlemen. My name is Greg Evel and I'm the Chair of the Enbridge Board. It's my pleasure to welcome you to Enbridge's 2021 Annual Meeting of Shareholders. We are again holding our Annual Shareholders Meeting in an all virtual format this year due to the COVID-nineteen pandemic. Our first ever virtual meeting last year allowed many more shareholders to participate and we hope that this trend continues this year. COVID-nineteen continues to present extraordinary challenges. I would like to acknowledge all of those affected and I would like to thank the Enbridge Board, Management team and employees for their part in protecting the health and safety of our employees and the public and ensuring ongoing and reliability of our facilities. 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 have marked these territories for centuries. I 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. Aaron Yajara, Vice President and Corporate Secretary will act as Secretary. Al Monaco, 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, Ms. Yohara, 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 will have a general question and answer session after the formal business of the meeting is completed. As previously noted, during the formal portion of the meeting, We will also pause to address questions and comments submitted by shareholders and proxy holders that are specific to the motions being presented during the meeting. If you are a shareholder or a proxy holder with a question that you'd like addressed during the meeting, I ask that you submit your question now. This afternoon, we will deal with the items of business indicated 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 5, 2020. We will then attend to the regular business of receiving the annual financial statements together with the accompanying report of Enbridge's auditors. Shareholders will then be asked to elect the directors and vote on the appointment of auditors for the next year, as well as authorize the directors to fix the auditors' remuneration. Lastly, as has been the case in prior years, Shareholders will be asked to cast a non binding advisory vote on the corporation's approach to executive compensation, which is commonly referred to as stay on pay. All 11 of our current directors are standing for reelection today And the number of directors to be elected today has been determined by the Board to be 11. We were deeply saddened with the Passing on June of 2020 of Charlie Fisher, a longstanding member of our Board. Charlie had a tremendous impact during his tenure on the Board And we are ever grateful for Charlie's influence, contributions and leadership on our Board and in our industry in general. He is indeed greatly missed. I would like to welcome to the Board Mr. Stephen S. Poloz, who joined the Board in June 2020. Mr. Poloz served as Governor of the Bank of Canada 2013 until the completion of his tenure in June 2020. He has extensive business and financial experience As well as expertise in global economics and public policy. He's been an excellent addition to the Enbridge Board. I would also like to thank the Enbridge Management Group for their fine leadership and also our shareholders for giving me the opportunity to serve as a Director and the Chair of the Board of Your Common. Mr. Steven Van Dyla, a representative of the corporation's registrar and transfer agency, Computer Share and Trust Company of Canada is also in attendance today and I point him to act as scrutineer for the meeting. I will now ask Karen Dehara to confirm that proper notice of the meeting was given and that a quorum is present for the transaction business. Thank you, Mr. Chair. The notice of meeting and notice of availability of meeting materials for this meeting were mailed on March 24, 2021, to shareholders of record at the close of business on March 9, 2021. Proof of mailing to registered shareholders will be filed with the records of this meeting. The scrutineers report shows 9,276 proxies received, representing a total of 1,310,000,288,493 shares, which is 64.353 percent of the shares outstanding on March 9, 2021. Based on the scrutineers report, I confirm that a quorum is present for the transaction of business at this meeting. Thank you, Cara. I declare this meeting to be properly constituted for the transaction of business. Cara, may I please have a motion to approve the minutes the Annual Meeting of Shareholders held on May 5, 2020. Mr. Chair, I move and second that the minutes of the Annual Meeting of Shareholders held on May 5, 2020, as now submitted to this meeting, be taken as read and 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. As there have been no questions or comments and unless we receive any objections otherwise, we will accept the minutes as approved. The next item of business is the placing before of shareholders of the financial statements and the auditors report for the year ended December 31, 2020. Financial statements and the auditor's report for the year ended December 31, 2020 are contained in the company's 2020 report. Financial statements have been approved by the Board of Directors and are available on the company's website. The corporation's auditors are PricewaterhouseCoopers LLP. Mr. Paul Fitzsimon of PwC will be available during the general question and answer session following Mr. Monica's remarks to answer any of your questions regarding the auditor's report. The next item on the agenda is the election of directors for the next year. 11 directors are to be elected at this meeting. Diarra, may I please have a nomination for the election of 11 directors To serve on the Enbridge Board for the upcoming year. Mr. Chair, I am pleased to nominate each of the following individuals: Pamela L. Carter Marcel R. Coutu Susan M. Cunningham Gregory L. Ebel J. Herb England, Gregory J. Goff, V. Maureen Kempston Darks, Teresa S. Madden, Al Monaco, Stephen S. Polots and Dan C. Tuetscher for election as Directors of the Corporation to hold office until the close of the next annual meeting or until their respective successors have been elected. Thank you very much. As no other nominations for Director were received in accordance with the company's advance notice by law. I hereby declare the nominations closed. We'll now entertain a motion respecting the election of directors. Mr. Chair, I move and second that Pamela L. Carter, Marcel R. Coutu, Susan M. Cunningham Gregory L. Ebel J. Herb England Gregory J. Goff V. Maureen Kempstenderx Teresa S. Madden Al Monaco Stephen S. Polots and Dan C. Tuetcher be elected Directors of the Corporation to hold office until the close of the next Annual Meeting or until the respective successors have been elected. Thank you again, Karen. Are there any specific questions to this motion? 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 have already voted in advance and do not wish to change your vote, no further action is required. The next item of business is the appointment of the corporation's auditors. PricewaterhouseCoopers or its predecessor Pricewaterhouse has been the auditors of Enbridge for the past 28 years. Board of Directors on advice from the Audit, Finance and Risk Committee of the Board recommends their appointment. Yohara, may I please have a motion? Mr. Chair, I move and second that PricewaterhouseCoopers LLP The appointed auditors of the corporation to hold office until the close of the next annual meeting of shareholders at such remuneration as shall be fixed by the Board of Directors. Thank you, Ken. And 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 then proceed with the 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 paper. Although this vote is optional and non binding, it gives shareholders an opportunity to provide important input to the Board of Directors. Did you hear me? May I have a motion, please? Mr. Chair, I move and second that the resolution to accept the approach to executive compensation, The text of which is set forth on Page 26 of the management information circular for this meeting be and is hereby approved. Thank you. And can you please advise if any questions specific to this motion were submitted? No, Mr. Chair. No questions specific to this motion were submitted. Thank you. We will then proceed with the vote. Please record your vote now and again remembering that if you've already voted In advance and do not wish to change your vote, no further action is required. That concludes the resolutions to be presented to the meeting. I declare the polls to be formally closed. Thank you again to all our shareholders who voted in advance of our meeting today or during the meeting. And we will now pause for a moment for the scrutineer to tabulate the preliminary results of the voting and provide those results to us. Ms. Huharra, do you have the preliminary results of the voting? Yes, Mr. Chair. I have received confirmation from the scrutineer that each of the 11 directors has been elected by at least 78% of the votes cast for the election of directors. The motion to appoint Pricewaterhouse Coopers LLP as the Corporation's auditors and have the directors fix their remuneration has been approved by at least 94% of the votes cast on that resolution. And the advisory vote on the approach to executive compensation has been approved by at least 92% of the votes cast on that resolution. Thank you very much. I declare each of the resolutions considered at today's meeting in respect of 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. Thank you again for your strong show of support, interest and continued loyalty by attending today's meeting. As all matters of business have been addressed, I now declare the meeting closed. And I now call upon Al Monaco, your company's President and Chief Executive Officer to deliver his remarks and conduct the general question and answer session. Thanks, Greg. Good afternoon, everyone. I normally start by talking about how we did last year. But because of the challenges we all faced, the best way to do that this time is visually. We shared this short video you're about to see at our all employee town hall recently. So here it is. Have a look. As you can see, there's a lot of energy in that video, literally. It captured how we persevered against the biggest challenge we've ever faced, the pandemic, Major disruption to our people, our lives and our business. The video evoked a huge sense of pride in our people And for me personally. And as shareholders, I hope you as well. While our people experience personal hardship, Health worries for families and loved ones, data and miss a beat safely delivering energy to millions of North Americans. We kept the ball rolling on our most ambitious construction program ever, Sable Trail in Florida, our Saint Azaire wind project offshore France And the start of construction in Minnesota on Line 3, our biggest project ever. Despite the pandemic, we met our financial targets And we increased our dividend for the 26th consecutive year. The team powered through adversity and challenge with amazing resilience and commitment. I have the privilege of leading Enbridge, and I've enjoyed many proud moments, but none more so than last year. As they say, that is history. For the next few minutes, I'll talk about the future. The name Enbridge, EnergyBridge, originally conveyed that we were the critical link between energy supply and consumers, still very true today. But we've also evolved to much more than that. Today, Enbridge is also a bridge to the future of energy. We've always had our eye on what the energy landscape might look like 10, 20, 50 years out. From our beginnings as a single pipeline in 1950, and I love this photograph, we're now North America's largest and I would submit Most progressive energy infrastructure company. We got here by prioritizing safety and reliability. Our customers, Being resilient in our business and not just to survive through the storms, but to thrive and leading on environmental, social and governance. There's a lot of debate today about the future of energy, so here's how we see it. Energy can't be marginalized. It's the essence of our lives and it's lifted billions of people from poverty. But today, there's two realities at play. First, it's clear that as a society, we need to reduce emissions. Of course, it's about the environment, but it's also what consumers are telling us. And what they're saying is they want low cost and reliable energy and the lights to go on, so no change there. But today, consumers also expect They demand cleaner, more sustainable energy. Yes, they do want it all, and the customer is right. The other reality is that our lives and economy are driven by energy. It's always been true and will be in any future scenario that we can see. What's forgotten in the debate though about these two realities is this. Energy demand is going up. Why is that? Because 10,000,000,000 people will live on this planet by 2,050, up from 7.5 today. 7,000,000,000 people will live in urban areas and the standard of living in developing countries will rise. All of that will take more energy. While it might seem my two realities clash, they really don't. It's not a case of eitheror. We need to accept both realities. We need to meet society's thirst for energy, but do it in a more sustainable way. I think we're on the right track here. Energy efficiency and new technology has cut the growth in energy demand to half the rate of GDP growth. That's a tremendous accomplishment. The conventional energy industry doesn't need to be convinced to reduce emissions. We are all in and we're on it. In fact, to achieve our climate ambitions that everybody is talking about today and the goals, our industry needs to be part of the solution. Experts agree on that point, but unfortunately, many people are still in this either or camp. And we're not collaborating enough, in our view, to bring the two realities together to close the gap. Now at Enbridge, we haven't just been watching all of this happen. We've shifted our asset mix to align with the transition to lower carbon, to a balanced mix of liquids, Natural gas transmission and distribution and storage. These assets will be part of the energy future for a very long time. In fact, It would be impossible to replicate these franchises today, which is why their value is increasing. And the Texas Winter Storm and other events like it is a stark reminder for all of us. Energy reliability, security of supply and costs are important to our society and Economies. We've also developed an exciting new 4th platform, renewable energy. When we started renewables 2 decades ago, We got some very strange looks. But we had a strong view that this was where energy was headed, and we were right. We saw it as a low risk, no regret move and an option on the future of energy. From a single wind farm in Windy Saskatchewan, We now have 26 wind and solar farms, including 3 large ones offshore in the U. K. And Germany. And we're now breaking water, as they say, on another 3 offshore fronts. So a few years ago, we made the same no regret move on hydrogen and Renewable Natural Gas. Now this is really exciting stuff, and we are right in the middle of it. We have a hydrogen pilot project going on in Ontario and another one now in Quebec. And we have 6 renewable natural gas projects with more of those to come. So as you can see, we're ahead of the energy transition curve, but we're disciplined in how we're investing in the transition And developing skills that others envy. Businesses need to grow to survive, And we're in great position to extend growth well into the future. By capitalizing on our 3 unparalleled franchises, liquids, Gas Transmission, Gas Utility and now more so through wind, solar, hydrogen and renewable natural gas. Part of that growth will also come from efficiency measures. Over the last 3 years alone, we've reduced costs by roughly 500,000,000 Part of that going forward is applying digital technology. Our tech labs bring together our best and brightest people to make our business better. We'll also continue to develop our people and provide them with opportunities to grow in their careers. All I've just gone through will help generate distributable cash flow per share growth of roughly 5% to 7% annually through 2023. And with that comes a growing dividend and a strong balance sheet. The final piece of the energy future puzzle is maintaining public trust in what we do and that's critically important today. A good measure of that is ESG performance. We are the industry leader and we aim to keep it that way. ESG isn't something we just latched on to. It's been part of our business. The way we look at it, ESG aligns with what our stakeholders expect of us. So being good at ESG is good for business. We've raised the bar again. On the E, our goal is net zero emissions by 2,050 and reducing the intensity of our emissions by 35% over the next several years. We'll do that by modernizing our systems and applying new technology, using cleaner sources of energy to power our operations And building 0 emission solar facilities along our systems. We've built 3 of these so far and you see them here on the photo. 2 in our gas system in Pennsylvania and New Jersey. And just a couple of weeks ago, we put Alberta Solar 1, our largest project yet, into service, and that will feed clean power to our liquids pipes. And just yesterday, we sanctioned another 4 projects. On the S, we ramped up our diversity targets to 40% women and 28% racial and ethnic minorities And targets for individuals with disabilities, U. S. Veterans and indigenous people. And on that front, we're forming sound economic partnerships With indigenous communities. For example, our indigenous spend on Line 3 reached $0.75 billion and provided great opportunities For those communities, this is not a story you read about in the headlines, but we're extremely proud of those partnerships. Finally, on the G, diversity also applies to our Board of Directors. 4 of 11 Board members are women, and they all lead committees. I'll conclude with the things that guide our people, management team and the Board every day: to safely deliver the energy people need and want To be the first choice of our customers, to be trusted by our stakeholders, to be a must own investment and To have an energized and proud team to make all of that happen. Finally, your management team believes in Enbridge. We're all personally invested as owners alongside you. And we're focused on Enbridge, energy bridge, being the critical connection between energy supply And consumers and being the bridge to the energy future. Thank you. And we'll now open up the virtual floor for questions. Mr. Swales, Enbridge's Director of Investor Relations will read out the questions that have come in today for Mr. Monaco to respond to. Just a reminder that questions may only be submitted by registered shareholders and duly appointed proxy holders. Thank you, Karen. Mr. Monica, we have a question here from Jeff Carlson. Enbridge's earnings per share are nowhere near high enough to cover the dividends it pays to shareholders. In fact, this has been the case with Enbridge for the past several years. I do not see how this possibly could continue without Enbridge cutting its dividend, which of course would be catastrophic to share price. My question is, what is Enbridge doing now and in the future in order to improve its earnings to adequately cover its dividend and still grow the company. Okay. Thanks, Andrew, and thanks to the shareholder here. Just before I answer that, I do want to add my thanks that Greg mentioned for people attending today and the ability to have a lot of people Listen in, I think it's helpful to us to get input. So on the question, thanks for that question. Maybe I'll start this way. I think the dividend has certainly been central to Enbridge's investment theme over the years. In fact, For 2021, it would make the 26th consecutive year that we've had an increase. And I will say on behalf of The Board and the management team were very proud of that. I think that track record is starting to be recognized. We're getting finally some pickup in our share price to reflect the underlying growth in the business and specifically the dividend. In terms of the question, we believe strongly that our dividend is more than sustainable. Really related to a couple of areas. First, our balance sheet is very strong. You can see that with a very high credit rating, industry leading in fact. Our commercial model is built so that we have a lot of predictability in our cash flow and you can see that With the resilience we had through what has been the worst downturn with the pandemic last year. And then of course, overall, the business itself is strong positioned extremely well. The comment around earnings, I think one item of clarification there, if you're looking back over time, certainly there are unusual items that are non cash That come into earnings every so often and we would say that those are not really representative of the dividend Paying capability and further to that, as we put our projects into service, particularly Line 3, I think we'd expect the earnings to come more into line with the dividend. But I think the biggest point here on this one is, In our industry, in particular, a key metric for us is distributable cash flow. And our distributable cash flow Payout policy range is between 60% to 70% and we're well within that range today and we plan to keep it within that payout range. More importantly, I guess maybe this goes to the bottom line. We intend to grow the dividend. We've said publicly that we expect to be Up to the level of distributable cash flow per share growth in terms of dividend growth. So overall, we're very confident in the dividend going forward. Hopefully that answers your question. Andrew? Thank you, Mr. Monaco. We have a question from Doctor. Frank Kalamouts, a shareholder for 25 years. I would like to thank the management, board and employees for building the company to be a leader in ESG and continuing its growth over the years. Regarding the current construction of Line 3 and the threat of closure of Line 5, the company is embroiled in endless litigation with well financed environmental groups and state governments. Even though all permitting has been approved for construction and the pipelines are operating safely, the lawsuits and appeals continue. My question is twofold. Firstly, could the executive tell shareholders how much money has been dispersed to date On legal fees to defend these lawsuits and appeals? And then secondly, when these lawsuits and appeals are dismissed, Does the company petition the courts to have the plaintiffs pay for the company's legal costs not only to recoup the exorbitant expenditures, But to defer or deter future legal action. Okay, Mr. Kellman, I believe was the last name. Well, the short answer is a lot is what we're spending, but maybe I should just back up a step or 2. First of all, I want to thank the shareholder here for acknowledging the work we're doing on ESG. This is very important to our company, Has been for decades. And again, we're proud of our efforts here and we think it's going to be even more critical going forward. And your company is leading on this front. In terms of your other comment around growth, thank you again for acknowledging that. It goes back to my previous answer to the other shareholder around the dividend. Line 3 and Line 5, first let me say, are absolutely critical, not just to Enbridge and our growth going forward, but certainly Very critical to consumers of energy in the end. And the infrastructure assets that we own as a company and the ones that we're Developing and replacing like this and modernizing, I think are absolutely critical to the energy future no matter What the degree of change in the energy landscape is. So I think you're right about the challenges here. But I have to say that this is really part of our business today. We expect to have legal challenges and Frankly, it's the management team's job to manage those. The team is very focused on this risk Around litigation, the skills I think have been developed over time given the amount of opposition that we have for these kind of projects And building the regulatory support building support from communities is extremely important and that really allows you to withstand these kinds of legal challenges. So I guess maybe just your two questions on the dollar amount. I'm not going to get specific as to the exact figure. Obviously, it's been rising Along with other costs related to building these projects. But I guess putting them in perspective Of the total project, obviously, it's not going to be significant enough to deter us. On the second part as to whether we can get those funds back, I think the short answer to that is no. But again, it is part of the process. And We're not really anxious to deter these. I mean it is frustrating, but we want people to be able to speak up and of course they have the right Under law to voice their concerns and launch these appeals. So although frustrating, I think the real Key for us is to be able to defend those and build a proper case in the first place. So we expect to withstand those kinds of attacks. Hopefully that answers your question, Mr. Calumet. Back over to you, Andrew. Thank you, Mr. Monaco. There are no further questions. So I'll turn it back to you. All right. Thank you very much for again for participating in the meeting. And now I will turn it back to the Chair. Well, thank you, Alan. Great job as always. And I think I'm speaking on behalf of all shareholders and the support that they've given you and thank you for your day to day great leadership of the company. And thanks to everybody again for attending today's meeting. We appreciate that these are unprecedented times and value your time and commitment to our company. Please continue to use your best efforts to stay safe and healthy. And you may now disconnect from the broadcast. Thank you again for your ongoing support of Enbridge.