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AGM 2024

May 2, 2024

Operator

Good morning. Welcome to the Fortis AGM. We're going to show a short video, and then we'll get the show on the road.

Speaker 20

There's a common thread weaving through us at Fortis: a desire to do great work and do the right thing. It's an integrity sewn into the fabric of our company from the very beginning. Our shared values are the ties that bind. When we first started on this journey over 100 years ago, we couldn't have imagined where we'd be today. Celebrating 50 consecutive years of dividend increases. This is a big moment for Fortis, and it's no coincidence. We got here because we made it happen, and we're still at it, creating, connecting, delivering. That's why they call it history in the making. Our work is paying off in a big way, and we're all responsible for it. Each one of us is an essential part of this success story.

Together, we are a force in the energy sector, leading the way to a cleaner energy future for our customers, communities, and planet. 50 consecutive years of dividend increases. We did that, and we're just getting started. That's history in the making.

This moment is a combination of our work together. Just think of a quilt. It's like we're all pieces of that quilt that came together to do a job and to do it well. I'm proud to say, Fortis is one of two Canadian companies to ever reach this milestone.

We've always had visionary leaders, starting in 1885 with Newfoundland Power.

The founders of Fortis chartered an ambitious course, expanding from a small electric utility to a holding company in 1987. First, we moved into Prince Edward Island, then Ontario, and the Caribbean. These were critical building blocks for future growth.

When Fortis acquired electric utilities in Alberta and British Columbia, it transformed the company. We became a big player in the Canadian energy industry.

Fortis entered the United States in 2013 with the acquisition of Central Hudson in New York, and then followed with UNS Energy in Arizona. ITC joined the group in 2016. Fortis doubled in size, listed on the New York Stock Exchange, and established itself as a leading North American utility.

Fortis has grown from CAD 390 million in assets to CAD 64 billion, increasing dividends for our shareholders for five decades and always remaining focused on our people and customers.

It's been an incredible journey. Today, we deliver energy to more than 3 million customers, powering lives and communities across North America. That's something to be proud of.

This milestone means so much more than dividends. It's a testament to our resilience, our ability to embrace change and meet the needs of a diverse customer base. It's an exciting time to be in the energy sector. I'm proud to work for Fortis, and I'm also proud of the role we play in our communities.

You can depend on Fortis. We do what we say we will do, and we do it with quality and integrity.

This is a big moment for all of us, and I know there'll be many more moments to come. Just wait and see.

Fortis has everything it takes to deliver a cleaner energy future. That's the history we're making next.

Stephanie Amaimo
VP of Investor Relations, Fortis Inc.

So we have about a minute or two before we go live, so everyone just relax, and we'll get started here shortly.

Speaker 19

Or we could get David Johnson to do some karaoke.

Johnson would be sad.

That was awesome.

What's that? I just wrote it down.

Stephanie Amaimo
VP of Investor Relations, Fortis Inc.

Good morning, and welcome to the 2024 Annual and Special Meeting of Shareholders of Fortis Inc. My name is Stephanie Amaimo, and I'm Vice President of Investor Relations with Fortis. I'd like to begin by acknowledging the land on which we gather today as the ancestral homeland of the Beothuk, whose culture has now been erased forever. We also acknowledge the island of Ktaqmkuk, known today as Newfoundland, as the unceded traditional territory of the Beothuk and the Mi'kmaq. At Fortis, we strive to be responsible stewards of the land and to respect the cultures, ceremonies, and traditions of all who call it home. If you're joining us virtually today, please take a moment to acknowledge the First Peoples of the lands which you call home. I'm pleased to be joining you today to support the facilitation of our hybrid meeting.

All shareholders, whether you are present in person or online, you will be able to ask questions, vote, and participate. Before we call the meeting to order, I will briefly review the procedures regarding voting and asking questions. Registered shareholders and duly appointed proxy holders are eligible to vote during the meeting. If you've already voted ahead of the meeting, your vote has been counted, and you do not need to vote again. If you've not yet voted and would like to cast your vote, shareholders in person with us today can return their paper ballots to the scrutineer's table at the back of the room. Shareholders joining us virtually may vote online for each member brought forward at the meeting or matter brought forward at the meeting. To vote online, you must be logged in as a registered shareholder or appointed proxy holder.

Further instructions can be found on the left-hand side of your screen, and only registered shareholders and duly appointed proxy holders will be able to address the meeting and ask questions during the formal conduct of business. If you're here in person today, please raise your hand and proceed to the nearest microphone, as you can see here. If you're online, you can click the messaging tab at the top of your screen and type your question. We'll address questions that directly relate to the particular motion at the appropriate time of the meeting, and we'll address general questions from either shareholders or guests following management's presentation. For questions submitted online, I will read the questions aloud, and the Chair of the Board or our President and CEO, as appropriate, will respond.

If we receive questions of a similar theme, we may combine them or otherwise paraphrase your questions in the interest of addressing as many questions as possible. We have reserved approximately 20 minutes for questions and answered, and we will also post a complete list of the questions received together with our responses, and this will be posted to our website following the meeting, including any questions that we're not able to address here today. I will now invite the Chair of our board, Jo Mark Zurel, to call this meeting to order.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Thank you, Stephanie. Good morning, everyone. I'm pleased to call this 37th annual and special meeting of Fortis Inc. to order. My name is Jo Mark Zurel. I'm the Chair of the Board of Directors of Fortis and will serve as chair of this meeting. On behalf of my board colleagues, I'd like to welcome you all to the Fortis Energy Centre . We'd also like to welcome everyone attending virtually via the Lumi Meeting platform. Before we get to the formal part of the agenda, I would like to briefly comment on some important areas of focus for the board in 2023. Fortis Utilities delivered electricity and gas service safely and reliably to 3.5 million customers. The board could not be prouder of the efforts of our 9,600 employees that serve our customers and communities while we progress towards a cleaner energy future.

We have continued to deliver strong financial results to shareholders. 2023 marked 50 years of consecutive dividend increases in annual dividends paid. You're probably getting tired of hearing that. Fortis is one of only two companies on the Toronto Stock Exchange to achieve this milestone. We continue to enhance our sustainability disclosure and align with leading reporting frameworks. Our 2023 sustainability update includes details about the recently completed materiality assessment and our sustainability strategy. We also recently issued our 2024 climate report, which builds on our 2022 report and includes a more detailed account of climate risks, opportunities, and critical assets. We believe in the importance of fostering inclusive workplaces that reflect the communities where we live and work.

Last year, we added new performance measures under our short- and long-term incentive plans, reinforcing the importance of environmental, social, and governance matters in executive compensation. These new measures underline Fortis's commitment to sound compensation principles that support company strategy, good governance, and strong sustainability leadership. You will hear more about our performance and our plans for the future during management's presentation. This year, all 12 director nominees currently serve as your Fortis Board of Directors. We believe that a diverse board is a strong board. This year's nominated directors are highly qualified and bring a strong and diverse mix of skills, experiences, and perspectives, representing various tenure and residency, as well as gender and ethnic diversity.

As we reflect on our progress over the past year and the opportunities that lie ahead, your board remains committed to ensuring a successful and sustainable Fortis for years to come. With me at the podium this morning are David Hutchens, your President and CEO, Jocelyn Perry, EVP and CFO, and Jim Reid, EVP, Sustainability and CLO. Members of our board of directors and management team are present with us in person today. The formal business of this meeting will follow the agenda as set out in the notice of meeting, including the proxy circular, with five main items of business.

After the appointment of the secretary and scrutineers, we will begin with receiving the financial statements for the year ended December 31, 2023, followed by the election of your directors, the appointment of your auditors for 2024, together with the authorization of the directors to fix their remuneration, and our annual advisory vote on the company's approach to executive compensation. The final item of business will be the consideration by the shareholders of the resolution to approve a new omnibus equity plan and related matters. As in prior years, to expedite the meeting, several shareholders have agreed to move and second the formal motions, and I will call on them at the appropriate times. Following the conclusion of the formal portion of this meeting, we'll hear from David and Jocelyn for remarks from management.

Computershare Trust Company of Canada acts as our transfer agent and registrar of our common shares, and with your consent, I appoint Colleen Nielsen and Patricia Faveron of Computershare to act as scrutineers for this meeting. I further appoint Jim Reid, EVP Sustainability and CLO of Fortis, to act as secretary for this meeting. I ask that Jim read the scrutineer's report.

Jim Reid
EVP of Sustainability and CLO, Fortis Inc.

We have received an affidavit from Computershare, our transfer agent, that the documents required to be delivered to shareholders were mailed on or before March 28th, 2024, to the shareholders of record as of March 15th, 2024. The scrutineers have confirmed that there is a quorum present. Notice of the meeting having been given within the time prescribed in the bylaw and a quorum being present, I can confirm that this meeting is validly constituted for the transaction of business.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Thank you, Jim. The secretary has reported that notice was properly given and that a quorum is present. I therefore declare this meeting validly constituted for the transaction of business. During the meeting, I may pause from time to time to check in with the secretary as we coordinate both the in-person and virtual experience for our participants. We will begin by presenting our consolidated financial statements for the year ended December 31, 2023. Our 2023 audited annual financial statements and accompanying Management Discussion and Analysis were filed with applicable securities regulators and posted to our website on February 9, 2024, with copies mailed to shareholders who indicated their preference to receive a print copy. The unqualified opinion of your auditors, Deloitte LLP, is found on page 3 of the financial statements.

I would ask that you hold any questions on the financial statements until after the presentation from David and Jocelyn. Before we move to our next item of business, I will take a moment to explain our voting practice. The majority of votes are voted by proxy in advance. These votes have been tabulated by Computershare up to the proxy cutoff time of 10:30 A.M. Newfoundland Daylight Time on Tuesday, April 30, 2024. In addition to tabulating the number of proxies received in advance, we will also conduct a ballot vote to ensure that all shares voted at the meeting, both in person and virtually, are tabulated and included in our reported voting results.

I am pleased to announce that all resolutions received strong support from shareholders who voted in advance, and since the majority of shareholders have voted by proxy, we can confirm that all matters to be considered by the shareholders at this meeting have been approved. However, we will continue to tabulate all votes cast live during the meeting, and for those of you in the room receiving ballots to complete your voting, we ask that you pass your ballots to the scrutineers or raise your hand so that your ballots may be collected. For those attending virtually and voting online during the meeting, we'll open voting for all resolutions at the conclusion of the reading of the first motion. Voting will close after the reading of the final motion. As a reminder, if you have already voted by proxy, you do not need to vote again.

Your vote has already been counted. Now let's move to the election of directors for 2024. The Board of Directors of Fortis is proud to put forward 12 highly qualified candidates for election to the board this year. The nominated directors are pictured on the current slide, and their biographies are included in the proxy circular. All of the nominated directors currently serve on the board. Our slate of directors is committed, active, and engaged and will work hard on your behalf to oversee the business of the corporation. All nominated directors are independent, except for David Hutchens, your President and CEO. The resolution to elect the directors is set out on page 11 of the circular. I call on Grant Dwyer to place the motion before us.

Grant Dwyer
Director of Information Systems and Security, Fortis Inc.

I hereby move that Tracey C. Ball , Pierre J. Blouin, Lawrence T. Borgard, Maura J. Clark, Lisa Crutchfield, Margarita K. Dilley, Julie A. Dobson, Lisa J. Drazen , David G. Hutchens, Giana M. Manes, Donald R. Marchand, and Jo Mark Zurel be elected as directors of Fortis to hold office until the close of the next annual meeting or until their successors are elected or appointed.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

I will ask Susan Escott to second the motion.

Susan Escott
Director of Financial Reporting, Fortis Inc.

I second the motion.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Thank you, Grant and Susan. We'll now proceed to a vote. I remind you that the board of directors and management recommend that you vote for all the nominated directors. For those of you online who are registered shareholders or appointed proxy holders and have not yet voted and wish to vote during the meeting, you may do so now by selecting the polling icon on the navigation bar at the top of your screen. For those of you in the room entitled to vote, if you haven't already returned your ballot, please raise your hand so that the scrutineer may collect it from you. I am advised that the tabulation of the shares represented by proxy confirms that each of the nominees received more votes in favor than votes withheld, and that no nominee received less than a 96% favorable vote.

Based on the proxy vote, I can declare your directors elected. I will now ask each of the directors present to stand as I call their name, and I ask that you hold your applause until I have introduced all of them. David Hutchens, Tracy Ball, Pierre Blouin, Lawrence Borgard, Maura Clark, Margarita Dilley, Julie Dobson, Lisa Drazen, Donald Marchand. Lisa Crutchfield and Giana Manes are attending virtually, and I am here, Jo Mark Zurel. This is your 2024 Fortis Board of Directors. Our next item of business is to appoint the auditors for 2024 and to authorize the directors to fix their remuneration. I invite Gordon Payne to make a motion. The resolution is discussed on page 11 of the circular.

Gordon Payne
Director of Risk Management, Fortis Inc.

I hereby move that Deloitte LLP be appointed auditors of Fortis until the close of the next annual meeting or until their successors are appointed, and that the directors be, and are hereby authorized, to fix the remuneration of the auditors at such amount as they may, in their discretion, determine.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

I will ask Tara Cole to second this motion.

Tara Cole
Company Representative, Fortis Inc.

I second the motion.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Thank you, Gordon and Tara. Is there any discussion? We'll now proceed to a vote. The board of directors and management recommend that you vote for the appointment of auditors. Based on the proxy information we have received, over 99% of the proxy votes were cast in favor of the appointment of Deloitte LLP as auditors. I therefore declare that Deloitte LLP are appointed auditors of Fortis Inc. for 2024, and that the directors are authorized to fix their remuneration. The next item of business is the advisory vote on the Fortis approach to executive compensation. As part of the company's ongoing commitment to strong corporate governance practices, the board adopted an annual, non-binding advisory vote to accept the company's approach to executive compensation. The resolution is discussed on page 12 of the circular. I ask Chantelle Mugford to propose a resolution in this regard.

Chantelle Mugford
Financial Accountant, Fortis Inc.

I hereby move on an advisory basis and not to diminish the role and responsibilities of the board of directors of Fortis, the shareholders of Fortis accept the approach to executive compensation as described in the compensation discussion and analysis section of the Management Information Circular of Fortis, dated March 15, 2024.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

I will ask Tony Keeping to second this motion.

Anthony Keeping
Director of Treasury and Tax, Fortis Inc.

I second the motion.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Thank you, Chantelle and Tony. Is there any discussion relating to this item of business? We'll now proceed to a vote. The board of directors and management recommend that you vote for the advisory vote on the corporation's approach to executive compensation. The proxy results indicate that over 92% of the shares voted by proxy accept the company's approach to executive compensation, and therefore, I declare the motion carried. Our last item, our last item of formal business is a resolution approving a new omnibus equity plan and related matters. The full text of the resolution is set forth on pages 12 to 14 of the circular. To be effective, the resolution must be approved by an ordinary majority of the votes, in other words, 50% plus one, cast by or on behalf of shareholders by proxy or present at the meeting.

I ask Dominic Foley to propose the resolution in this regard.

Dominic Foley
Company Representative, Fortis Inc.

I hereby move that the ordinary resolution, which is set out on pages 13 and 14 of the Management Information Circular of Fortis, dated March 15, 2024, be approved and adopted.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

I will ask Karen Wade to second this motion.

Karen Wade
Director of Internal Audit, Fortis Inc.

I second the motion.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Thank you, Dominic and Karen. Is there any discussion relating to this item of business? We'll now proceed to a vote. The board of directors and management recommend that you vote for the resolution approving the new omnibus equity plan and related matters. The proxy results indicate that over 95% of the shares voted by proxy approved the company's omnibus equity plan and related matters, and therefore, I declare the motion carried. All motions to be voted on have now been moved and seconded, and based upon proxy results, have been carried. We'll now proceed to close online voting for this meeting, and we'll ask the scrutineers to confirm to the secretary the results of the voting. While this is taking place, I would like to thank our shareholders who voted this year.

Whether you voted today or in advance of the meeting, we appreciate your continued participation, and will now ask our secretary to confirm the voting results of the four resolutions placed before the meeting this morning. Final voting results will be published this afternoon in a media release that will be available on the Fortis website, as well as filed on SEDAR+ and EDGAR. Secretary, can you please confirm the results of the motions?

Jim Reid
EVP of Sustainability and CLO, Fortis Inc.

Mr. Chair, based on votes received by proxy prior to the proxy cutoff time and votes received online and in person today, all motions have been carried.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Thank you, Jim. Based on the report of the secretary, I confirm all motions brought before this meeting this morning have been carried. This concludes the formal business of the meeting, but before I pass over to Dave and Jocelyn for management's presentation, I will ask Denise O'Keefe for a motion to terminate.

Denise O'Keefe
Company Representative, Fortis Inc.

I hereby move that the meeting be terminated.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Will Jennifer Lowell second the motion?

Jennifer Lowell
Company Representative, Fortis Inc.

... I second the motion.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Thank you, Denise and Jennifer. I declare this 37th Annual and Special Meeting of Fortis Inc. closed. I will be back with a couple of wrap-up comments at the end.

Stephanie Amaimo
VP of Investor Relations, Fortis Inc.

Thank you, Jo Mark. As a reminder, for those online to ask a question, select the messaging icon at the top of your screen. Type your message in the text box and then click the Send button. If you're in the room today and would like to ask a question, please proceed to the nearest microphone here in the center. This will happen at the end of the management's presentation. Please note that David and Jocelyn's statement this morning may include forward-looking information. Details regarding forward-looking information are on screen and can also be found in our 2023 Management Discussion and Analysis, as updated in our first quarter report to shareholders. Actual results can differ materially from our forecast projections included in the forward-looking information presented today. Unless otherwise indicated, all financial information referenced is in Canadian dollars.

I will now pass things over to David and Jocelyn for management's presentation.

David Hutchens
President and CEO, Fortis Inc.

That was my walk-on music. Thank you, and good morning, everyone. I'll begin by introducing members of the Fortis Senior Leadership Team who are joining us in person today. Please stand as I call your name. Previously introduced by Jo Mark, we have Jocelyn Perry, Executive Vice President and Chief Financial Officer, and Jim Reid, Executive Vice President, Sustainability and Chief Legal Officer. I'd also like to introduce Gary Smith, Executive Vice President, Operations and Innovation, and Stuart Lochray , Senior Vice President, Capital Markets and Business Development. The CEOs from across our group of companies and representatives of their boards are joining us virtually today. Our operating model is built on local leadership. Fortis Utilities have their own executive teams and independent board of directors. They focus on their communities and customers and work closely with regulators. This approach has fueled Fortis's continued growth and success.

Thank you all for your leadership, guidance, and commitment to making Fortis a premium North American utility. Our companies, operating in 18 jurisdictions across North America, remain united by a shared purpose to deliver a cleaner energy future while providing safe, reliable, and affordable energy for our customers. Together, we delivered strong operational and financial results in 2023. As Jo Mark Zurel mentioned, Fortis celebrated a tremendous milestone just last fall. You're going to hear this more than once. 50 consecutive years of increases in dividends paid to our shareholders. We are very proud of this accomplishment, which is a testament to the resilience of our company and our people. We're focused on extending this track record as we execute our regulated growth strategy. Jocelyn will speak more about our financial performance during her remarks.

Fortis's 9,600 employees played a pivotal role in delivering results for our customers in 2023. Despite new peaks in energy usage due to extreme cold and hot temperatures and more frequent weather events, we continued to deliver electricity and gas service safely and reliably to our 3.5 million customers. Last year, we concluded key regulatory applications in Arizona, British Columbia, and Alberta. We invested CAD 4.3 billion of capital in our regulated energy systems, mainly focused on system resiliency, grid modernization, and clean energy. As we make the necessary investments in our utilities and transition to cleaner energy, we remain focused on customer bill impacts. Our teams embrace innovation and process improvements to help control operating costs. We also help our customers manage their bills through energy efficiency and demand-side management programs.

FortisBC will invest CAD 600 million over the next 4 years in energy conservation initiatives that will reduce greenhouse gas emissions and lower energy costs for customers. As energy demand and extreme weather events increase, strengthening the grid is more important than ever. Fortis is making responsible investments to get as clean as possible, as fast as possible. In November, UNS Energy's utilities filed their Integrated Resource Plans, outlining how they expect to more than double their energy resources over the next 15 years with new wind, solar, natural gas, and storage systems. ITC is making significant investments in major transmission projects to help serve future energy demands with a 5-year capital plan of CAD 7.2 billion. Our Scope 1 emissions are now 33% below 2019 levels, and our emissions reduction targets are on track and support our 2050 net zero goal.

Fossil fuel generation constitutes only 5% of our assets, and we are targeting these emissions. Tucson Electric Power expects to retire its remaining coal generation by 2032, and plans to add over 2,200 megawatts of wind and solar generation and 1,300 megawatts of energy storage by 2038. They also plan to add 400 megawatts of natural gas to help offset the capacity lost from coal plant retirements and support higher use of wind and solar energy and growing customer demand. Paths to reduce fossil fuel with renewables and storage are also being planned at our Caribbean utilities. Fortis is preparing for more frequent extreme weather events that have the potential to impact our customers, communities, and infrastructure.

To support our strong track record of managing climate events, we are investing in grid resiliency and analyzing future climate scenarios to understand how our operations might be affected. Our 2024 climate report includes a detailed climate analysis across Fortis Utilities using different scenarios and timeframes. We continue to support energy policy development and work with regulators, government, and industry to advance the broader clean energy transition. We are partnering with Electric Power Research Institute, the Canadian Standards Association, and others in our industry to address climate adaptation, improve design standards, and deliver innovative solutions throughout the energy system. Fortis also continues to foster meaningful partnerships with First Nations, who play a critical role in the energy transition. In 2023, FortisBC was awarded the Silver Level Designation in Progressive Aboriginal Relations by the Canadian Council of Aboriginal Business.

Wataynikaneyap Power is a transmission company, majority owned by 24 First Nations in partnership with Fortis. We are constructing an 1,800 kilometer transmission line to connect 17 remote First Nation communities to the Ontario power grid. This is Canada's largest First Nations grid connection project. It will improve the quality of life for people in these communities and is one of the most important projects that Fortis has ever been involved in. CEO Margaret Kenequanash and Board Chair Frank McKay are here today. I'll ask you to please stand so we can recognize you. In 2023, our teams were thrilled to connect an additional 7 communities to the grid. Construction of this project is now 99% complete and scheduled to finish this year. Now I'll turn things over to Jocelyn for an update on our financial performance.

Jocelyn H. Perry
EVP and CFO, Fortis Inc.

Thank you, David. I realize I don't get walk-on music. So good morning, everyone. Thank you for joining us. I'll begin my presentation today with a look at our 2023 results. As David mentioned, Fortis delivered another year of strong financial results. We reported annual net earnings of CAD 1.5 billion, invested CAD 4.3 billion of capital to service our customers, and completed the sale of Aitken Creek to further strengthen our balance sheet. Rate-based growth and key regulatory decisions in British Columbia and Arizona supported year-over-year earnings growth. Reported earnings per share were CAD 3.10, CAD 0.32 higher than in 2022. Adjusted earnings per common share were CAD 3.09, reflecting 9% growth over 2022.

On November first, we completed the sale of the non-regulated Aitken Creek natural gas storage facility for approximately CAD 470 million. Net proceeds from this transaction provided additional funding flexibility, which supports our regulated growth strategy. We released our first quarter results yesterday. Net earnings were CAD 459 million, or CAD 0.93 per common share. During the quarter, we invested CAD 1.1 billion of capital in our systems, and our annual CAD 4.8 billion capital plan remains on track. As we look forward, our CAD 25 billion five-year capital plan is the largest in our company's history. It's CAD 2.7 billion higher than our previous plan and represents 6.3% average annual rate-based growth through 2028. The increase largely reflects regional transmission projects at ITC and investments in Arizona to support Tucson Electric Power's exit from coal.

Our capital plan focuses on customer affordability while ensuring reliable energy delivery as we transition to a cleaner energy future. In 2023, we issued approximately CAD 3 billion of debt to refinance maturing debt and fund our capital program. With proceeds from our debt issuances, the sale of Aitken Creek, and over CAD 4 billion available on our credit facilities, we remain in a strong liquidity position to execute on our CAD 25 billion capital plan. Equity funding for our capital plan is expected from our dividend reinvestment plan, with a CAD 500 million at-the-market equity program available for additional funding flexibility.... As David noticed—noted, and I will note, we increased our fourth quarter dividend by 4.4%, marking 50 consecutive years of increases in annual dividends paid.

We remain focused on extending this record as we execute our regulated growth strategy in support of our annual dividend growth guidance of 4%-6% through 2028. Despite a challenging year for the utility sector, our annual total shareholder return in 2023 ranked in the top quartile of our utility peer group. Over a 20-year period, Fortis has yielded an average annual total shareholder return of 10.7%. We have a solid plan as we look forward, and we expect to continue to deliver stable and compelling returns over the long run. With that, I'll turn things back to David.

David Hutchens
President and CEO, Fortis Inc.

I have a hunch we'll have a second walk-on music come next year. Thank you, Jocelyn. As we focus on our purpose to deliver a cleaner energy future, our values will continue to guide our actions, values like taking care of our employees and our communities. In 2023, Fortis companies contributed approximately CAD 11 million and countless volunteer hours to the communities we proudly serve. This includes a CAD 1 million sponsorship of the 2025 Canada Summer Games, which will take place right here in our home base, St. John's, Newfoundland and Labrador. We appreciate the contributions of every employee who helped make last year a success. We are proud of your dedication and commitment to our customers and the communities that we serve. Thank you.

For 2024 and beyond, we are focused on executing our regulated growth strategy and continuing our operational and financial success. Thank you to our shareholders for your continued support and investment in our company. I'll now turn things over to Stephanie to begin the Q&A session.

Stephanie Amaimo
VP of Investor Relations, Fortis Inc.

Thank you, David and Jocelyn. We will now move to the question and answer period. So, to begin, we do have a couple of questions online, but I thought I'd open it up to the room to see if anyone has any questions here today.

Speaker 17

Max Kean , shareholder. First of all, I'd like for you only if you could elaborate more on the sale, with, excuse me, Aitken Creek. The second, what in the future do you hold for the wind energy, which is now, extensively in the province here of Newfoundland and Labrador, with many going up around the province? And what part, if any, will we be playing in that?

David Hutchens
President and CEO, Fortis Inc.

Great, thanks. So the first question is related to our Aitken Creek sale, and that was one of our very few regulated assets, and we found a buyer that was Enbridge, that we thought could get, and they thought as well, that they could create more value with that asset than we could. It was a great opportunity for us to sell that asset to them, take that money from an unregulated asset, and use that money to invest in our regulated utility infrastructure. So it was a very good trade for us and a great opportunity for us to realize value for our shareholders. The question on wind here in Newfoundland and Labrador, there's been a lot of conversations around wind and hydrogen, et cetera, here in this province.

Well, we are not involved in that type of development for a couple of reasons. One, it's probably not the right risk and return profile that our customers are looking for. That would be what we just sold in Aitken Creek, which is an unregulated asset. There could be possibility, but that would take a lot of change here in Newfoundland and Labrador for us to be able to invest in that and rate base. That's where we like to invest in those renewable energy projects, and that's where we think that our investors like us to invest. So we are paying attention to and looking for opportunities around the fringes for things that we can do within our regulated infrastructure, transmission lines, distribution, and things that can support that.

But, we have not been actively involved in that.

Stephanie Amaimo
VP of Investor Relations, Fortis Inc.

Great. Maybe I will open it up to one question online, and I will read these questions that were submitted online, but... So the first one comes from Mr. Derek Hutchens . "Ever since this company was incorporated, it has always been about growth. In recent years, organic growth has been the buzzword.... How much more and for how long can shareholders expect this type of growth to support your dividend policy before you need to seek acquisitions?

David Hutchens
President and CEO, Fortis Inc.

Yeah, that's a great question. So this is where it, where I talk to Mr. Hutchens from Mr. Hutchens, so it gets a little bit confusing. But thank you very much for that question, Mr. Hutchens. Appreciate that you're looking at that growth the same way that we're looking at it. The opportunity that we see from a regulated growth opportunity, that has been our focus, organic growth within our regulated utilities. We think that that is the best way, the best value, the best risk-return way that we can invest our shareholders' money. That's why we're focused on the regulated utilities. So growing through those regulated utilities is the way to go. So the question is, well, how long can that go, and how much more is there?

Well, this is an extremely long runway for investments in energy infrastructure as we sit here today and look out 5, 10, 15, even 20 years, and looking into that future and see how much clean energy—how much growth the clean energy transition is gonna provide for our utilities. We have a lot of growth. It includes every single utility because it's electrification, we're a 93% transmission and distribution company. So as you look at electrification, whether it's homes, whether it's electric vehicles, whether it's industry, we provide the infrastructure that will grow to meet those demands.

When you think of the clean energy transition from shutting down coal and some natural gas and shifting to electricity and renewables and storage and other generation sources, that was the story I just mentioned at UNS Energy and what Tucson Electric Power is doing. So those are a very long and robust runway for us to invest on a going-forward basis. So we do not see the necessity for M&A to meet those dividend growth targets that we have. Now, all of that being said, we always pay attention to the markets and look for value for our shareholders. But right now, that focus is on that CAD 25 billion capital plan and continuing to execute that like we've been executing the capital plan for decades.

Stephanie Amaimo
VP of Investor Relations, Fortis Inc.

Thank you. Any further questions here in the room?

Speaker 18

Good day. I'm Pat Hannaford, I'm a retiree of the Newfoundland Power, I guess. I don't know if I have a question per se, but an observation, I guess, on the executive pay.

And, just to put it in context, I think it might be time to broaden the metrics about how you do the job. For example, I'm retired now 25 years, and I make my pension's unindexed, for one thing. So it's, as time goes by, it's increasingly not having much of effect on my budget, for example. But, you know... And when I reached the age of 65, of course, my pension got clawed back. And, now, so I'm just speaking for a bunch of people like myself that are out there, right? And, lost our dental plan. But the bottom line is, like, I make... Right now, my current pension and my old age security is just about equal with my company pension, and it's getting worse as time goes on, as I indicated.

Now, we've tried to push this thing a little bit for Newfoundland Power, and I realize what the protocols are with you, and they're own entity and have some, you know, some independence. But, it's time, I think, that... And, to give credit where credit is due, over the last few years, I just don't remember how many, but I remember since I've been retired, I got a couple of, maybe three, four at the most, CAD 300. The last couple were CAD 500. But, I think it's time to maybe if you guys could get the message to Light and Power, so that, you know, guys, there's a lot of people out there, not a lot, because we're dwindling.

I'm one of the few left, but there are other people out there, quite old, and they're actually with the pensions they have, they're actually pretty close, I would say, or at the poverty line. And, you know, with Newfoundland Power is the mother, I say, of Fortis.

This is where it all started. And, you know, when I think of some of the contributions people made to this company, like linemen and who were back in the day when I first started, you know, every huge project you had, if it came to be a few million dollars or CAD 50 million, for example, there was always a good chance that somebody would be killed, electrocuted, or killed on the job. That came with the territory. Thank God, that kind of stuff with safety now has been, you know, ameliorated. But, still, just saying that these guys contributed amply. Some of them are still alive, actually, but that contributed all this hard work and stuff, but that's neither here nor there.

I guess all I'm saying is that when I look at executive pay, and I realize now I want to congratulate you on a good year again, and Fortis is a real good company, and I have a few shares, not enough to warrant going out and buying my yacht. Yeah. But you know, just let me see here. Yes. My gross pension is CAD 18,900, so, and that comes out to be about, right now, about CAD 688 every two weeks. But anyway, and when I look at the executive pay, you know, it's a big, big, big, big stretch, and it could be a little bit closer, I think. That's all.

And what I'm asking is with Fortis, just have a discussion and say: "Guys, look, there's... We need to look at this." And maybe with your own situation, when you're devising the metrics or whatever for executive pay, maybe with that. I know you have a lot of metrics in there and different ways, and you look at different things, you know, but we're here. We're part of the company or the company that was, and I think it's time maybe to up the amount of the pension that we have and then index it, because fellows here are not doing well at all. And we come from a good company, and Fortis is doing very well. I think it's about time we had a look.

Anyway, thanks.

David Hutchens
President and CEO, Fortis Inc.

Well, first of all, let me thank you for your service to our company at Newfoundland Power. As I am reminded every time I talk to someone from Newfoundland Power, and there's a few in this room, they remind me that's where it all started. And so that, that is, that is the slogan of Newfoundland Power. It's where it all started. And I do understand the issue. It's not new to me to hear this. It's not new across our subsidiaries. Pension plans have been different across all of... I know we've got, you know, 10 different utilities and pension plans that have changed, and each one of those utilities has different pension plans because they change over time.

We do leave that up to the local management teams and those boards of those local companies to make sure that they're managing those situations just because you can't create like a, you know, one pension plan across, you know, our entire footprint. So it is, and it's definitely different by our utilities as well. Some of the jobs, some of the businesses are different, but so we do leave those decisions up to the local management, and I can tell, because I see them sitting here, that they heard you and will, I'm sure, take that back.

So, thank you very much for that, for the commentary, and again, appreciate you being part of the Fortis family, even if it was before I joined.

Speaker 18

Thank you. Well, I hope the representatives from Newfoundland Power are listening to what I have to say.

David Hutchens
President and CEO, Fortis Inc.

Yeah. Yeah, I'm sure they were.

Speaker 18

Thanks.

David Hutchens
President and CEO, Fortis Inc.

Thank you.

Stephanie Amaimo
VP of Investor Relations, Fortis Inc.

Well, thank you. We have two more questions here online, so maybe I'll take the next one. We have another one for Mr. David Hutchens : With the major oil fields off the coast of Newfoundland, is there any opportunity for LNG development in Newfoundland and Labrador?

David Hutchens
President and CEO, Fortis Inc.

So, my answer would be yes, but I guess probably the real underlying question is, are we gonna be involved or interested in it? Which would kind of go akin to the conversation around wind power development. LNG obviously is something that comes from the North Sea and the oil development process there, and I've actually not had any conversations really with anybody other than theoretical use of LNG and capturing that and using it for, you know, to ship somewhere, you know, either east or west, east to Europe or west to here. But we have not been involved in any of those conversations, nor would it fit necessarily our the structure of investment that we're looking for.

You know, it is a possibility if that's the question. Just not for us, to be clear.

Stephanie Amaimo
VP of Investor Relations, Fortis Inc.

So here's another online question we received from a shareholder, Keith Veerman. The City of Vancouver has announced a decarbonizing program, starting with large commercial buildings, which includes a CAD 350/tonne penalty for CO2 emissions, literally double the ultimate Canadian GHG carbon tax of CAD 170 per tonne. How will FortisBC address this increased pressure to decarbonize our economy?

David Hutchens
President and CEO, Fortis Inc.

Yeah, so, in British Columbia, we, that's where we have our, largest gas company. Serves over 1.1 million customers, and we are extremely focused on following along with the Clean BC plan and decarbonizing our, natural gas in, in the same, pace, and with the, you know, affordability and re- reliability requirements that we talk about on the electric side. So there is a lot of activity going on in British Columbia related to a couple things. That people, I think, sometimes forget that just like clean electrons, renewables, instead of, say, a coal plant, producing the power, the same can be, said for clean molecules. Instead of natural gas, natural gas (CH4) , you can have renewable natural gas, which is carbon neutral or even, carbon negative.

So those are the things in the programs that we are focused on. So the 600 million dollar four-year budget that FortisBC has is really around energy efficiency and demand-side management. So that's the first thing you gotta do, is you gotta reduce the amount of energy you use, and then figure out how we can use the gas system more efficiently and how we can get as many of those green molecules, whether it's RNG, hydrogen, maybe in some cases as well, to be able to offset those greenhouse gas emissions.

Stephanie Amaimo
VP of Investor Relations, Fortis Inc.

Great. Any further questions here in the room? Having received no further questions, this concludes our Q&A session. I would like to turn it over to Jo Mark Zurel for final comments.

Jo Mark Zurel
Chair of the Board, Fortis Inc.

Thank you, Stephanie. First, thank you very much for the questions today. They are an important part of this annual and special meeting. As well, thank you to everyone who helped organize this hybrid meeting, including Fortis employees and the audiovisual teams. On behalf of the board of directors, we would like to thank the entire Fortis team, including the folks in our operating companies, for our continued strong performance in 2023. Finally, I would like to thank our shareholders and other stakeholders who participated both in person and online today. With that, I will declare the meeting adjourned. Thank you.

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