Good morning, everyone. Welcome to the 2026 Annual General Meeting of Shareholders of Fortis Inc. My name is Stephanie Amaimo, Vice President of Investor Relations. I'm pleased to support the facilitation of our meeting today. Before we begin, I would like to acknowledge the land on which we gather today as the ancestral lands of diverse indigenous groups, including the Algonquin, Mi'kmaq, Innu, and Inuit. If you are joining us remotely, take a moment to acknowledge the First Peoples of the lands where you live. This is a hybrid meeting allowing in-person and online attendees to fully participate. If you have already voted by proxy, you do not need to vote again. If you have not voted, registered shareholders and duly appointed proxy holders will be able to vote during the meeting, either in person or online using the Zoom platform.
Only registered shareholders and duly appointed proxy holders may ask questions during the formal conduct of the meeting. To ask a question today, please proceed to the nearest microphone. If you're online, you may submit questions via the messaging tab. Most questions will be addressed as each item of business is considered. Questions will follow management's remarks, and we have reserved 20 minutes for question and answer. With that, I will now invite the Chair of Fortis, Jo Mark Zurel, to call this meeting to order.
Thank you, Stephanie. Sorry, one moment. We have some technical challenges in the back being dealt with. I'm pleased to call the 2026 annual general meeting of shareholders of Fortis Inc. to order. On behalf of my board colleagues, I would like to welcome you to the Fortis Energy Center. We would also like to welcome you if you are joining online. Before we begin the formal part of the agenda, I would like to briefly comment on a few key board highlights from 2025. First of all, we are enormously proud of our strong governance practices that enable our board to have optimal strategic oversight, ensure effective risk management, and protect shareholder interests. In 2025, The Globe and Mail ranked Fortis first among Canadian utilities in Canada for our strong corporate governance practices.
I would also like to highlight Fortis' strong commitment to returning value to our shareholders. The board was once again pleased to increase our common share dividend for the 52nd consecutive year. You will hear more about our performance and our plans for the future during management's presentation later. This year, we are asking you to elect 12 directors to our board, 11 current directors and one new nominee. Tracey Ball is retiring from the Fortis board after 12 years of exceptional service as a director, including 4 years as Chair of the Audit and Risk Committee. Throughout her tenure, Tracey provided bold leadership, expertise, and guided Fortis through a successful pivot to an organized utility. We extend our sincere gratitude to Tracey for her dedication and meaningful contributions. Thanks, Tracey. Mary Hemmingsen is a first-time nominee.
She brings extensive experience in the energy, infrastructure, and financial sectors that will be a great strength. We also want to recognize and thank our current board directors for their strong oversight and steadfast commitment to Fortis. The nominees offer a strong mix of experience and perspectives that will support our continued collective success. As we reflect on our progress over the past year and the opportunities ahead, your board remains committed to ensuring a profitable and sustainable Fortis for years to come. On behalf of the board, I want to give recognition and thanks to all Fortis employees for their hard work and excellence, which have resulted in another successful year. With me at the podium this morning are David Hutchens, President and Chief Executive Officer; Jocelyn Perry, Executive Vice President and Chief Financial Officer; and Jim Reid, Executive Vice President, Sustainability, and Chief Legal Officer.
Other directors and management team are present with us in person today. The meeting will follow the notice of meeting in effect. The main items of business are, number 1, financial statements for the year ended December 31st, 2025. To elect our directors. 3, appoint the directors to fix their remuneration. 4, advise on executive compensation. Following the formal portion of this meeting, we will hear from David and Jocelyn. Computershare Trust Company of Canada is our transfer agent for the registrar of our common shares. With your consent, I'll ask Allison and Augustine Lara of Computershare to act as scrutineers for this meeting. I further appoint Jim Reid as secretary of this meeting.
I have been advised that all documents required to be distributed to shareholders were mailed on or before March 31st, 2026 to shareholders of record of March as of March 26. The scrutineers have confirmed that there is a quorum. As notice has been properly given and a quorum is present, I confirm that this meeting is validly constituted for the transaction of business. We'll now present the financial statements for the year ended December 31st, 2025. The annual financial statements and MD&A were filed with securities regulators and posted on our website on February 12th, 2026. We'll hold questions on the financial statements until after the remarks from management. Before we move to questions, I'll explain, I'll take a moment to explain our voting practice.
Shares were voted by proxy in advance and tabulated up to the proxy cut-off time of 10:30 A.M. Newfoundland Daylight Time on April 25th, 2026. We will also tabulate votes in person and online during the meeting. For those of you in person with ballots, to complete your voting, we ask that you pass your ballot to a scrutineer or raise your hand so that your ballots may be collected. The first motion is read and closed after the final motion. The first resolution is to elect the directors. We are proud to put forward 12 highly qualified candidates for election to the board this year. The resolution is set out on Page 11 of the circular. I'll call on William Greene to replace the motion.
I hereby move that Pierre Blouin, Laurence Beauregard, Kevin Burke, Margarita Dilley, Julie Dobson, Lisa Durocher, Mary Hemmingsen, David Hutchens, Gregory Knight, Sarah Jones, Donald Marchand, and Jo Mark Zurel be elected directors of Fortis to hold office until the close of the next annual meeting or until their successors are elected or appointed.
Thank you. I'll ask [audio distortion] the motion.
I second [audio distortion].
Thank you. We'll now proceed to a vote. Shareholders or appointed proxy holders who have not yet voted, you may do so now, either online or by returning your ballot to a scrutineer in the room. Based on the proxy vote tabulation, each of the nominees received more votes in favor than votes withheld, and that no nominee received less than a 96% favorable vote. I declare all directors elected. The next resolution is to appoint the auditors and authorize the directors to fix their remuneration, as discussed on Page 11 of the circular. I ask Stephanie Daley to make a motion.
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 are hereby authorized to fix the remuneration of the auditors as great or as they may, in their discretion, determine.
I will ask Mary Beth Evans to second this motion.
I second the motion.
Thank you. Is there any discussion? We'll now proceed to a vote. Based on the proxy vote tabulation, over 99% of the proxy votes were cast in favor of the appointment of Deloitte LLP as auditors. I declare the resolution carried. The next item of business is the advisory vote on Fortis' approach to executive compensation, as presented on Page 12 of the circular. I ask Andreas Kyriacou to propose the resolution in this regard.
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 executive compensation as described in the compensation discussion and analysis section of the management information circular of Fortis dated April 15th, 2026.
Thanks, Andreas. I will ask Paul Broderick to second the motion.
I second the motion.
Is there any discussion relating to this item of business? We'll now proceed to a vote. The proxy results indicate that 95% of the shares voted by proxy accept the approach to executive compensation, and I therefore declare the advisory vote carried. All resolutions have been moved and seconded. We will now close our annual meeting and ask the scrutineers to calculate the final results. We would like to thank our shareholders who voted this year, whether you voted today or prior to the meeting. We appreciate your continued participation. Final voting results will be published this afternoon in a media release on our website and filed on SEDAR+ and EDGAR. I will now ask our scrutineers to confirm the voting results.
Based on votes received by proxy prior to the proxy cut-off time and votes received at the meeting today, I'm pleased to announce that all motions have been carried. This concludes the first part of the meeting. Before I pass things over to David and Jocelyn for management's presentation, I will ask Melissa Hardy for a motion to terminate.
I hereby move that the meeting be terminated.
Thanks, Melissa. Will Gordon Payne second that motion?
I second the motion.
Thanks, Gord. I declare the 49th annual general meeting of Fortis closed. We'll now move to management's presentation, followed by Q&A.
Thank you, Jo Mark. As a reminder, if you're in the room today and would like to proceed to ask a question, please come to the nearest microphone following management's presentation. For those online, select the Raise Hand button to the left of your screen and type your question. The statements made by David and Jocelyn may include forward-looking information. A summary of our forward-looking information displayed on the screen and can also be found in our 2025 annual report and as updated in our first quarter report to shareholders. Actual results can differ materially from the forecast projections included in the forward-looking information presented today. Unless otherwise noted, all financial information referenced is in Canadian dollars. I'll now pass things over to David and Jocelyn for management's presentation.
Good morning, welcome to Fortis Place. Once a year at our AGM, we have the opportunity to see some familiar faces, and we are pleased to have you here. For those online, thank you for being with us. Before I turn to our results, I'd like to introduce members of our senior leadership team. Please stand as I call your name. Previously serving as our Chair, we have Jocelyn Perry, Executive Vice President. Jim Reid, Executive Vice President, Secretary, and Chief Legal Officer. We also have Stuart Lochray, Executive Vice President, Strategy and Business Development. I'd also like to take a moment to acknowledge a member of our team who will be retiring later this month, Mr. Gary Smith. Gary has had an incredible 44-year career with Fortis, serving in leadership roles across our company and boards.
He's been an integral part of Fortis' growth and success, and we're incredibly grateful for his contributions. Today, we're also joined in person by Gary Murray, President and CEO of Newfoundland Power, along with the CEOs of our other utilities and their boards who are joining us virtually. Each of our utilities' success is built on a strong local operating model led by a local executive team and a majority independent board. This structure keeps decision-making close to our customers, communities, and supports constructive engagement with our regulators and continues to drive strong financial performance across our footprint. As we look at Fortis today, we operate across Canada, the United States, and the Cayman Islands. We serve 3.8 million electricity and natural gas customers, and we are 100% regulated, with 95% of our assets focused on the delivery of energy.
Our poles, wires, and pipelines are long-lived assets with an outstanding safety record. The delivery of reliable, affordable energy requires capital discipline and deep local expertise. Our utilities provide the stability our customers, businesses, and investors depend on every day. Supported by geographic and regulatory diversity and strong local relationships, our approach has performed well over time and continues to support long-term value for our shareholders. Turning now to 2025, it was a year defined by focus and momentum, helping us deliver energy that goes further for our customers and communities. Across Fortis, we delivered safe, reliable energy, kept affordability front and center, and continued to invest in the infrastructure our communities rely on every day. This focus translated into strong operational performance, solid financial results, and continued ratepayer-approved growth. Strong results matter, but how we get there matters just as much.
For Fortis, that means maintaining a customer-first approach in every decision. We remain mindful of the economic pressures our customers are facing. Through careful capital discipline, capital planning, and innovation, we're finding smarter, more cost-effective ways to keep energy as affordable as possible. This includes making pragmatic infrastructure decisions such as Tucson Electric Power's conversion of two generators from oil to natural gas at the Springerville Generating Station. This approach costs far less than building comparable new plants. It extends the life of existing infrastructure and reduces carbon emissions by 40%. We also support customers directly through energy efficiency and bill assistance programs such as Central Hudson's new Enhanced Energy Affordability Program. In 2025, Fortis invested over CAD 320 million in energy efficiency programs to help families and businesses reduce energy use. Affordability will continue to be at the heart of how we plan, invest, and operate.
Safety is at the heart of everything we do at Fortis. Protecting our employees, the contractors we work with, and the communities we serve is core to our culture and how we operate. In 2025, we achieved our best safety performance on record with a strong, consistent focus on safety at every level of the company. We're proud of this milestone. Our work on safety is never done. In 2025, we invested a record CAD 5.4 billion to expand and maintain our energy networks. This allowed us to achieve one of our strongest reliability performances, delivering energy to our customers over 99.9% of the time. Our teams are advancing key projects. At FortisBC, the Tilbury LNG facility will enhance British Columbia's energy resilience by supporting electrification and providing a dependable backup supply during extreme weather events or other emergencies.
This work is being advanced in close collaboration with our Indigenous partners. By modernizing our transmission and distribution systems, deploying new technologies, and connecting new energy sources, we're meeting rising demand and delivering lasting value for customers and economies. At ITC, our five-year plan includes transmission projects across the Midwestern U.S. to enhance capacity and integrate new resources. It also includes critical interconnections, such as the Big Cedar Energy Project, which will power two data centers in Iowa. As a result of the substantial data center load from this project, network transmission rates for ITC customers are expected to be reduced by 20% by the end of the decade. This outcome reflects how ITC customers can reduce rates while maintaining reliability. We are also designing our energy systems to withstand today's extreme weather events and the changing conditions we expect in the decades ahead.
Our just released Climate Resiliency Report outlines how our utilities are taking account of the climate risks and using data-driven insights to strengthen our energy networks. Technology continues to play an important role in how we serve customers and operate our business. Through the Fortis Innovation Network and our partnerships with industry and startups, we are leveraging new technologies to enhance customer experience, improve safety, and increase operational efficiency. For those Newfoundland Power customers who are with us today, you may know Alex, Newfoundland Power's virtual assistant. Alex is just one example of using AI to enhance the customer experience by providing 24/7 support for customer inquiries. This kind of innovation is happening across Fortis. We continue to make steady progress in decarbonizing and delivering choice for our customers.
Fortis remains committed to decarbonizing our generation mix by 2032 and advancing toward net-zero emissions by 2050. In Arizona, TEP has significantly expanded its renewable energy capacity and storage. In 2025, TEP put two of Arizona's largest battery storage facilities into service. The 200 MW Roadrunner Reserve system, which stores clean, low-cost energy for use during peak periods. A second 200 MW unit is expected to be completed later. TEP also has added its largest solar resource to date, the 160 MW Maricopa Solar Facility, and recently placed into service a 400 MW solar and storage system at the Big Cedar Energy Center. Together, these resources are enhancing grid reliability and supporting clean energy. I will turn things over to Jocelyn for an update on our financial results.
Thank you, David. Good morning to everyone. I'll begin my presentation with a look back at our 2025 results. Our growth strategy continues to deliver strong financial results and momentum. In 2025, we invested a record CAD 5.4 billion in capital to strengthen our systems, supporting 11% rate base growth. We reported annual net earnings of CAD 1.7 billion or CAD 3.82 per common share for 2025. Adjusted earnings per common share or EPS was CAD 3.53, representing a 5% growth for the year excluding foreign exchange. This performance was driven by rate base growth and the advancement of major capital projects at our utilities. We released our first quarter financial results with net earnings of CAD 501 million or CAD 0.99 per share.
During the quarter, we invested CAD 1.4 billion in capital in our systems, and our annual CAD 5.6 billion capital plan continues to progress as planned. Looking ahead, our CAD 28 billion five-year capital plan remains on track and is CAD 2.8 billion higher from the previous multi-year. This 100% regulated plan is diverse, with only 21% related to. Over the next five years, we expect to increase by approximately CAD 16 billion by 2030, supporting average annual growth of 7%. We're in a strong liquidity position with nearly CAD 4 billion available on our credit facilities, CAD 7 billion of long-term debt, including our first hybrid issuance. Forward, our capital plan is expected to be funded with cash from our operations and utility from our Dividend Reinvestment Plan.
Well-positioned to invest beyond our five-year capital plan growth that facilitates the interconnection of resources. This includes significant and the addition of new large customers, data centers, and the mining sector. Dividends paid per common share increased to CAD 0.09 in 2025, 4% higher. As noted earlier, Fortis extended to 52 consecutive year of dividend, continues to target an annual dividend growth of 4% through 2030. Of strong returns continued in 2025 with a 1-year total shareholder return of 44%. Over a 20, this has delivered average annual total shareholder return of percent, exceeding benchmark indices. Continue to expect to deliver stable returns over the long run. I will now turn back to David. Thank you.
Thank you, Jocelyn. Before we conclude, the people and partnerships that underpin success. First, our people, driven by the talent and dedication of our teams. Committed to empowering employees and creating a workplace motivated, and engaged. Together with our employees, Fortis companies remain active our communities. In 2025, approximately CAD 14 million and CAD thousands to support those communities. This proud major sponsor of the 2025 games held right here in Newfoundland and Labrador. Next, our partnerships. Collaboration progress at Fortis. We work closely regulators, indigenous partners, and industry value for our customers. In 2025, honored to receive the International Edison Award from Institute for the Wataynikaneyap Power Transmission Project, which is largest indigenous led electricity built in partnership with 24 First Nations. Finally, governance and integrity. A found everything we do at Fortis. Strong governance been a cornerstone of our company.
We're fortunate, qualified, experienced board of directors providing insight and strategic guidance. A strength that was in 2025 when The Globe and Mail ranked Fortis corporate governance. Looking ahead, focused and well-positioned for the future. Our low-risk, fully regulated utility business by experienced local leadership teams and more than 40 years of service provides a form for growth. As the energy evolves, we will continue to deliver the safe, reliable, and affordable energy that our customers and sustainable long-term value. On behalf of the entire leadership team, thank you for your confidence and support. About the opportunities ahead for Fortis. I'll now to Stephanie to begin the question and answer period.
Thank you, David and Jocelyn. We will now answer period. First, we received three in advance. With that, Derek Hutchins. The first question reads, incentive plan for senior executives corporate performance is strong and targets are met. Mr. Can you tell us what checks and balances are in place when by present or past senior executives that CAD 33 million of shareholders money being written off and Turks and Caicos holdings? If there is paid to these senior executives when such money losses have been made.
Thank you for the question. Capital allocation discipline, executive accountability, and holder capital very seriously. With respect to the CAD 63 on the sale of FortisTCI Ltd. and Belize assets, roughly income tax expense associated with repatriating capital. These taxes would have been incurred at some point sold the assets or not. The decision to sell endorsed strategic choice to redeploy capital into higher risk regulated jurisdictions. This redeploys Fortis' long-term rate-based growth strategy and is expected to deliver earnings stability and shareholder value over time. Fortis maintains an executive compensation claw-back policy aligned with New York Stock Exchange and Sarbanes-Oxley requirements for the recoupment of incentive compensation in cases of mismanagement due to material non-compliance or instances of gross negligence or intentional misconduct. The last two compensation decisions do not meet these criteria.
The next question reads: Mr. Chairman, one of the responsibilities of the Audit Committee is overseeing the rotation of the audit partner and engagement reviewer as necessary. Deloitte has been our auditor since 2010. Can you tell us if the lead audit partner and engagement reviewer have been rotated in the last 15 years? If not, why not?
Deloitte was appointed as the new auditor for Fortis Inc. in 2010 following an extensive request for proposal and evaluation process. As an SEC issuer, Deloitte is required to rotate the lead audit engagement partner every five years, and I can confirm that the rotation did occur for the 2022 audit and will happen once again in 2025. The Audit Committee is heavily involved in the selection of the lead auditor to ensure appropriate balance between audit and industry expertise, familiarity, and independence. Similarly, the engagement reviewer has also been rotated every five years in accordance with policy. The Audit Committee will continue to evaluate Deloitte's performance and independence to ensure Fortis shareholders can rely on their expertise.
The last question here from online. Mr. Chairman, as a symbol of honesty and integrity within the board, can you inform us what percentage of individuals were in receipt of political donations in excess of CAD 5,000 in 2025?
Yes. Fortis believes in supporting the democratic process and contributes to political parties, candidates, and referendums as permitted by law and in alignment with our values and governance standards. We manage advocacy and political engagement consistent with our Fortis business model. Local political environments vary across the many jurisdictions that we operate in. Therefore, our utilities directly oversee lobbying and political contributions. Fortis Inc. only makes political contributions through Fortis Centerdor. We are committed to transparency of this process whether we participate directly or through trade associations or other affiliates that engage in political activities. Fortis has annually disclosed all political contributions of CAD 10,000 or more made by Fortis Inc. and its subsidiaries since 2020. A summary of our 2025 political donations has not yet been posted, but is scheduled to be posted to our website this summer.
Thank you. I'll open it up to the room to see if there's any questions. Having received no further questions, this concludes our Q&A session. I would like to turn it over to Mr. Chairman for final comments.
Thank you, Stephanie. On behalf of the board of directors, we would like to thank the entire Fortis team and our operating companies for a strong continued performance in 2025. Finally, I would like to thank our shareholders who participated both in person and online today. With that, I will declare the meeting adjourned. Thank you.