Good morning. My name is John Lowe, and I'm the Chair of the Board for TC Energy. I am honored to have the opportunity to chair my first shareholders' meeting, taking the reins from Siim Vanaselja, who served as our Chair from 2017 to 2023. I want to thank Siim for the significant leadership, thoughtful strategic oversight, and dedicated service he provided during his term as chair, and which he continues to provide as a valued member of the board, standing for re-election this year. I extend a warm welcome today to all our shareholders, stakeholders, rights holders, and other guests, who have made time today to attend our 2024 Annual and Special Meeting of Common Shareholders. We sincerely appreciate your presence and participation in our meeting today.
I'd like to start today with an acknowledgment of the Indigenous ancestral lands on which TC Energy operates across North America, and affirm our commitment to understanding how the histories, cultures, and rich traditions of the peoples of these lands have been shaped by the past, how they influence our present, and what we can learn to prosper together in the future. We're committed to working with the original keepers of the land to advance shared ownership and prosperity. Joining and presenting with me are François Poirier, President and Chief Executive Officer, Bevin Wirzba, Executive Vice President and President, Liquids, and Chris Johnston, Vice President, Law and Corporate Secretary. Chris will be acting as our secretary for this meeting and assisting with the moderation of any questions you submit. Also available to answer relevant questions are Trevor Hammond and Danielle Wong from KPMG, our independent external auditor.
Before we begin, I need to note that certain statements made in this meeting contain forward-looking information that are subject to important risks and uncertainties. For more information on these risks and uncertainties, please refer to our 2023 annual report in the Management Information Circular, dated April 10th, 2024. I will now call the meeting to order and open the online balloting. For our agenda today, registered common shareholders and appointed proxy holders who have registered for this meeting are entitled to participate in our online platform. Questions from shareholders and proxy holders may be submitted using the messaging icon on your screen. Please submit your questions as soon as possible to allow us to address them at the most appropriate time in the meeting.
Guests, including those of you who are not registered shareholders, nor are appointed proxy holders, are invited to view and listen to the meeting. As outlined in the Management Information Circular, the purpose of this meeting is for TC Energy's common shareholders to receive the 2023 consolidated financial statements and auditor's report, to elect the directors, to appoint the auditors, to consider a special resolution to approve a plan of arrangement to spin off our liquids pipeline business, to approve the shareholder rights plan for South Bow Corporation, to consider and approve, on an advisory basis, TC Energy's approach to executive compensation, and to consider the shareholder proposal as set forth in Schedule M of the Management Information Circular. The meeting will proceed in the following manner: First, Chris will provide some additional instructions on how shareholders and proxy holders may vote and participate in our meeting today.
Next, we will appoint Computershare Trust Company of Canada as our scrutineers for the meeting and confirm that a quorum to conduct business has been met. We will then address each item of business set forth in the Management Information Circular and answer questions, if any, related to such formal items of business. For the purpose of our meeting today, Chris or I will be moving and seconding each motion. We are duly appointed proxy holders. Next, the voting results will be announced. And then finally, after the formal business of the meeting has concluded, François will provide an update on the business and will have an opportunity to answer shareholder questions. I'll now pass the meeting over to Chris to review the process for voting and asking questions.
Thank you, John. I will now provide some additional guidance on how to use our online platform. If you are a registered shareholder or a duly appointed proxy holder, you will be able to vote on each item of business. The online balloting is already open. To vote, click on the Balloting button on the navigation bar. Simply select your voting choice from the options shown on screen. A confirmation message will appear to show your vote has been received. If you wish to change your vote, simply click the Cancel button and vote again. Online balloting will remain open throughout the meeting and while we discuss each item of business. Proxies held by management will be voted on the ballot as indicated in the proxies. If you have a question, select the messaging icon on your screen, enter your name and question, and click the Send button.
We ask that you submit your questions early so we can address them at the appropriate time. We are committed to transparent communication at the meeting. Questions asked related to the business of the meeting will not be curated and will be presented as submitted, unedited, and uncensored. Questions will be answered in the order received for each item of business. If the question is more general in nature and not specific to an item of business or the meeting itself, we will plan to answer them in the general question and answer period following our CEO's remarks. We may not have time to get to every question; however, if you include your contact information with the question, we will endeavor to provide you with a written response.
Thank you, Chris. We will now move to appoint our scrutineers. In accordance with bylaw number one of the company, I now appoint Stephen Bandola and Tara Israelson, representatives of Computershare Trust Company of Canada, to act as scrutineers for this meeting. The preliminary report by the scrutineers indicates that a quorum has been met, and I would ask that they submit their final report on attendance when ready. Chris will now report on the mailing of the notice calling this meeting and advise us about the process the meeting will follow.
Thanks, John. The mailing of the notice of availability of meeting materials and the form of proxy commenced on April 26th, 2024, to common shareholders of record in accordance with applicable law. An affidavit of mailing, dated May 9th, 2024, attesting to the mailing of the notice and form of proxy, was delivered to us by our transfer agent, Computershare Trust Company of Canada, in advance of this meeting. Where required or requested, the Management Information Circular and the annual report were mailed to shareholders. These documents have also been made available on our website.
Thank you, Chris. As notice of the meeting has been given and a quorum has been confirmed, I hereby declare this meeting is duly called and constituted for the transaction of business. As a reminder, the balloting is open, and you may vote on all items of business now or as we go through them. The first item of business is the tabling of TC Energy's 2023 annual report, which includes the consolidated financial statements and the related auditor's report. It has been made available for review by shareholders in accordance with applicable law. The next item of business is the election of directors, each of whom will hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed.
Our director nominees for the year are: Cheryl Campbell, Michael Culbert, William Johnson, Susan Jones, David MacNaughton, François Poirier, Una Power, Mary Pat Salomone, Indira Samarasekera, Thierry Vandal, Siim Vanaselja, Dheeraj Verma, and myself, John Lowe. The board has set the number of directors to be elected today at 13. Each nominee will serve for a term of one year, which expires at the 2025 annual meeting of shareholders. I now move to nominate the 13 individuals named and described in the circular to serve as directors of the company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.
I second the motion.
We will now open the floor to any questions on this item of business. Chris, have we received any questions on this item?
No, John, we haven't received any questions.
We'll now move on to the next item of business. I now move to appoint KPMG LLP, chartered professional accountants, as the auditors of the company until the next annual meeting of shareholders and authorize the directors of TC Energy to fix their remuneration.
I second the motion.
Chris, are there any questions on this item?
No, John, there aren't any questions on this item.
The next item of business is the special resolution approving a plan of arrangement pursuant to which, among other things, TC Energy will separate into two independent, investment-grade, publicly listed companies. TC Energy, a low-risk, diversified, growth-oriented natural gas infrastructure and energy solutions company, uniquely positioned to meet growing industry and consumer demand for reliable, lower carbon energy and lower-emitting energy sources, and Southbow, a critical infrastructure company with an unrivaled market position to connect resilient, safe, and secure liquid supply to the highest demand markets with the incremental growth and value creation opportunities. As this is a special resolution to be approved, this item of business requires a minimum of two-thirds of the votes cast by shareholders present or represented by proxy at this meeting. I now move the resolution to approve the plan of arrangement.
I second the motion.
Chris, are there any questions on this item?
No, John, there's no more questions on that item.
In connection with the arrangement to separate TC Energy into two separate independent investment-grade companies, we're also asking shareholders to consider an ordinary resolution approving South Bow Corporation's Shareholder Rights Plan. The full text and summary is set forth in Schedule B to the Management Information Circular. The approval of the Shareholder Rights Plan must be approved by a simple majority of votes cast at this meeting. If the resolution is not passed, the South Bow Shareholder Rights Plan will not be effective. I now move the resolution to approve the South Bow Shareholder Rights Plan.
I second the motion.
Chris, are there any questions on this item?
No, John, there's no questions.
The next item is the approval on an advisory basis of an ordinary resolution approving TC Energy's approach to executive compensation. The text of the resolution is set out in the Management Information Circular.... While the vote is on an advisory basis and not binding, the board will take the result of the vote into account when considering future compensation policies and decisions. I now move the resolution to accept, on an advisory basis, the company's approach to executive compensation.
I second the motion.
Chris, are there any questions on this item?
No, John, there are not.
The final item of business is the consideration of the shareholder proposal requiring TC Energy to commission an independent assessment on its policies and practices related to obtaining free, prior, and informed consent on its projects. The full text of the proposal and the company's response is described in the Management Information Circular. This shareholder proposal is submitted by the Tsalal Foundation, which is represented in this matter today by Chief Na'moks, Wet'suwet'en Hereditary Chief. Chief Na'moks, you'll have three minutes to describe your proposal, and when you're ready, please unmute your microphone, and the floor will be yours.
Howdy. Hello. I am Chief Na'moks, and I hold the highest-ranking title of the Tsayu Clan, one of the five clans of Wet'suwet'en Nation. I also hold the name Glies, a warrior chief name that the nation has bestowed upon me. An Upnu Ten, or Wet'suwet'en Law, which has been upheld by colonial courts as having legal standing in Canada for decades, ever since the historic Delgamuukw-Gisday'wa Supreme Court case of December 11th, 1997. The law states clearly, Wet'suwet'en Hereditary Chiefs, like myself, are the rightful title holders and have full jurisdiction over our 22,000 square kilometers of unceded, non-treaty lands in northern British Columbia. Despite that, TC Energy went ahead and built the Coastal GasLink pipeline on Wet'suwet'en lands without our free, prior, and informed consent. This pipeline remains illegal, and so does any proposal to expand its capacity on our lands.
There have been numerous human rights violations, most notably hundreds of militarized armed RCMP invasions year after year, all related to TC Energy's Coastal GasLink pipeline. This oppression at the hands of TC Energy has ripped Wet'suwet'en members and guests off our lands by force, as well as ongoing RCMP stalking and harassment. The ongoing destruction of historical cultural sites without permits has and will continue to impact the Wet'suwet'en people for centuries to come. Given the billions and billions of cost overruns and ongoing violations of Indigenous rights, I now move that the board commission an independent assessment of the financial, time, reputation, and goodwill damage TC has incurred from failing to obtain free, prior, and informed consent for its projects. Shareholders request that the review be disclosed by December 31, 2024. It should be prepared at reasonable cost and omit confidential information. Ms.
Seier, thank you for your time.
Thank you for your remarks, Chief Na'moks. We appreciate your engagement on this matter. John, did you have any further remarks that you'd like to make?
Chief Na'moks, we appreciate your views, and this is a very important matter to our company. We are committed to partnership with Indigenous peoples. We recognize the importance of learning and continuous improvement in our practices and appreciate the many strong relationships we have built with Indigenous communities. Chris, I'm just... a technical question: Do we need to second that motion?
Yeah, I will second the motion on behalf of Chief Na'moks and the Tsalal Foundation.
Thank you. We'll now open the floor to any questions on this item. Chris, have we received any questions?
No, we have not. So as we've not received any questions on this item of business, I'll now turn the meeting back to John to close the balloting.
Thank you. As we have now concluded each item of formal business, I will pause for a moment to allow shareholders to complete the online ballot. The balloting is now closed. The Corporate Secretary has received the scrutineer's preliminary report on attendance and the results of the votes. Chris, would you please provide the results to the meeting?
Yes, the preliminary scrutineer's report on attendance at the meeting has now been received. It shows that 66.2% of the issued and outstanding shares of the company have voted on TC Energy's 2024 items of business. I've also received the preliminary votes of the scrutineers on the election of directors, the appointment of the auditor, the special resolution to approve a plan of arrangement to spin off our liquids pipeline business, the ordinary resolution to approve South Bow's shareholder rights plan, TC Energy's approach to executive compensation, and the shareholder proposal as set forth in Schedule M of the Management Information Circular. The scrutineer's report indicates that each item of business has received the requisite number of votes to pass, with the exception of the shareholder proposal.
The detailed results for each item of business will be filed on SEDAR+ on or before Wednesday, June 5th, 2024.
Thank you, Chris. Based on the results, I declare that all items of business have passed, with the exception of the shareholder proposal. I now direct that the scrutineer's report on the ballots be annexed to the minutes of the meeting. As this now concludes our formal business, I move to conclude the meeting.
I second the motion.
Thank you, Chris. I'll close by sharing that our board is excited for the future of TC Energy. The liquids spin-off approved today by our shareholders is a pivotal moment in our company's strategic direction and growth. By allowing TC Energy and South Bow to independently pursue disciplined growth through their distinct opportunity sets, we expect to maximize shareholder value into the future. TC Energy will stay focused on our natural gas business and power and energy solutions, driven by strong fundamentals, a deep asset base, nuclear, and new energy opportunities. We will continue to be the company that safely moves, generates, and stores the energy needed across North America, and we will work towards delivering innovative solutions to the world's tough energy problems.
The board is confident in TC Energy's continued value proposition, and as a mark of our confidence in the future, in February of this year, we approved an increase in our quarterly common share dividend for the 24th consecutive year. Before we close, I would like to acknowledge the immense efforts of TC Energy's team of more than 7,000 energy problem solvers, who make our achievements and progress possible. I would also like to thank my fellow directors for their counsel and support as I stepped into my role as chair of TC Energy. Finally, we also thank you, our investors, for your continued confidence in TC Energy as we enter a new, more focused chapter of TC Energy's history. With that, I'm pleased to showcase a video highlighting our project execution and strategic priorities, and to welcome François to address the meeting. Thank you.
It's the stuff that gets me up every morning, when you get to see legacy moments in action.
What we do is critical to everyone's lives, and that's why I'm proud of working at TC.
As the world's population grows, and as developing countries strive to improve their quality of life, our vision is to supply the affordable and reliable energy the world needs with minimal emissions.
One thing I wish people knew about TC Energy was the commitment that everyone has to the environment, to safety, and to inclusion and diversity at our company.
They upheld the promise that they were gonna be responsible out in our territories, and that they were gonna include our First Nations people in the whole process.
We want a share, and we want a say, and this project gave us a share and a say.
Reconciliation at its finest.
At the end of the day, all of this comes down to the relationships that we build, about trust, about respect, and being able to come together and do something really difficult.
I think we need to continue delivering energy safely and responsibly, because it truly is important now, and it will be tomorrow as well.
What an inspiring video. Thank you, John, and good morning, everyone, and thank you for joining us today. Every day is a good day to be in our business, delivering the energy millions rely upon, and I've never been prouder to be a part of the energy community and leading this company. I'm pleased to be here to share an overview of our 2023 accomplishments and highlight our 2024 priorities and vision for the future. Spinning off our liquids business into a standalone investment-grade company poised to maximize shareholder value is monumental, and I'm looking forward to talking about the spin-off shortly. 2023 was a truly transformative year for TC Energy. We set out to achieve three clearly defined strategic priorities: project execution on time and on budget, enhancing our balance sheet strength and flexibility, and maximizing the value of our assets through safety and operational excellence.
I'm pleased to report that we delivered on these commitments and achieved another record year for our shareholders. We completed construction on the Coastal GasLink project ahead of our year-end 2023 target, marking a significant chapter in the history of our company. CGL is the first natural gas transmission pipeline to the West Coast in 70 years. This nation-building project is Canada's first direct path to global LNG markets, and Coastal GasLink will deliver responsibly produced natural gas to the world, displacing higher-emitting coal and contributing to global emissions reductions. The construction of the project was also a testament to how we work with Indigenous communities and stakeholders. For over a decade, our team engaged with Indigenous communities, building relationships, listening to feedback, and adapting project plans to address community interests and concerns.
Through construction, over CAD 1.8 billion in contracts were awarded to Indigenous and local businesses, and we employed nearly 700 Indigenous people at peak construction in 2022. In response to Indigenous communities expressing a desire to become owners in critical energy infrastructure, we entered into an option agreement with 17 First Nations to sell a 10% equity interest in the project once in service. The trusted partnerships we build on are the defining highlight of this project and model our approach to Indigenous engagement and the desire to work more closely and create multi-generational benefits and shared prosperity. In Mexico, we made significant strides on our Southeast Gateway Pipeline Project, having completed over 80% of offshore pipe installation as of May twentieth, and we continue to track schedule and budget.
The true impact of the Southeast Gateway project lies beyond its impressive scale and technical achievements. It is a nation-building initiative that promises to bring access to natural gas for people in southeast Mexico. I would like to congratulate the new President-elect of Mexico, Claudia Sheinbaum. We look forward to continuing to work with the Mexican government to bring energy to the southeast of Mexico. Now, we also set out this year to strengthen our balance sheet, and we're pleased to share that we exceeded our 2023 deleveraging target of $5 billion through a sale of a 40% non-controlling equity interest in our Columbia Gas and Columbia Gulf systems to Global Infrastructure Partners for total cash proceeds of $5.3 billion. We continue to advance another $3 billion of asset divestitures, which I'll share more about later this morning.
Our continued focus on safety and operational excellence resulted in another record year for TC Energy as we continue to maximize the value of our assets with high throughput across our irreplaceable North American asset base. Because we delivered safe, secure, and reliable energy, we also delivered strong financial results in 2023. Our over $100 billion portfolio of high-quality, long-life energy infrastructure assets generated a record comparable EBITDA of $11 billion, a first for us, and an 11% increase over 2022. Further, we achieved record comparable earnings per share of $4.52, 5% higher than 2022, and we placed $5.3 billion of new assets into service on budget.
Remaining focused on creating shareholder value, for the 24th consecutive year, we increased our common share dividend to CAD 3.84 per share on an annualized basis, which is an increase of 3.2%. Finally, we've worked towards a successful spin-off of our liquids business to maximize the value of our assets. Both companies will pursue disciplined growth and unlock value for investors with choice across the midstream energy value chain. Now, since our announcement last July, we've connected with many shareholders to demonstrate the value proposition of both entities, and we're encouraged that today we know that you, too, see the long-term benefits of creating two leading energy infrastructure companies. We know the demand for energy continues to grow, and the world is placing greater focus on energy security.
Spinning off South Bow will allow both companies to maximize the value of their respective assets and further drive energy security. As two separate entities, each company will have the ability to focus on their distinct strategies and opportunity sets, delivering essential energy that the world relies upon. South Bow will be a low-risk liquids transportation and storage business focused on enhancing the value of its unrivaled asset base. It will build upon its already established business and solid foundation to unlock the full potential of its competitive corridor.... A corridor that connects critical Western Canadian crude oil supply to key refining and demand markets in the U.S. Midwest and Gulf Coast, and on a system that is underpinned by long-term contracts with investment-grade customers. So the future is bright for South Bow, with a vast opportunity set. So what is the future of TC Energy?
Well, we remain steadfast in our value proposition to shareholders, starting with our long-term view. Make no mistake, natural gas will be central to the world's energy future. North America has an abundant source of natural gas supply that can meet growing global demand for energy and enable and accelerate energy transition. Our highly integrated asset base delivers energy across Canada, the U.S., and Mexico, and we are well-positioned, with unique diversification across the continent, to continue playing a pivotal role in North America's energy future and increasingly providing the world with energy solutions. So we're doubling down and reinforcing our position as the leading energy infrastructure company while addressing the energy trilemma, which is balancing security, affordability, and sustainability through our critical infrastructure. Natural gas, including LNG, is at the cornerstone of energy transition. The demand for energy has never been greater, and we are positioned to meet it.
We continue to hold four leadership positions, three of which strategically place us to be a critical part of that solution on the natural gas front. First, in Canada, where we transport natural gas from one of the world's most prolific basins, the Western Canadian Sedimentary Basin, to Canadian and U.S. markets, expanding our reach to global demand centers through LNG with Coastal GasLink. Second, in the United States, where we transport natural gas from the Appalachian Basin to the U.S. Gulf Coast, moving approximately 30% of LNG feed gas. The interconnectedness of our Canadian and U.S. systems provides numerous pathways for Canadian natural gas to meet the needs of various markets across the U.S. Third, in Mexico, where we meet the growing demand for lower carbon-intensive energy by transporting natural gas from U.S. markets.
Collectively, these three leadership positions enable us to safely transport approximately 30% of the natural gas required to meet energy demand across the continent every day while contributing to global energy solutions. Our fourth leadership position, developing secure, affordable, and sustainable low-carbon energy solutions with a focus on nuclear, is anchored by our investment in Bruce Power. Our leadership positions, all four of them, are enabled by our unwavering commitment to safety and operational excellence and sets us apart from our peers. We continue to be selective and strategic about where we allocate capital. Our commitment to shareholders is to take a disciplined approach to capital allocation, managing to a $6 billion-$7 billion annual net capital expenditure program post-2024, with a bias to the lower end of that range.
As a focused, low-risk natural gas and power and energy solutions company, guided by our conservative risk preferences, I am confident in our ability to further strengthen our leadership positions, grow our dividend, and continue to deliver strong financial results. Plainly put, TC Energy is rock solid. 2024 is off to a strong start, and we've already made significant strides to achieve our goals. Now, in 2024, we've remained focused on our strategic priorities. Now, when you include projects on our NGTL System and our Gillis Access Project, we've already placed approximately CAD 1 billion of projects into service this year, largely within budget and with an anticipated total of CAD 7 billion of assets coming into service before the end of this year. On our Southeast Gateway Pipeline project, we remain on time and on budget, with an expected mechanical completion by the end of 2024.
In March, we sold our Prince Rupert Gas Transmission entities to the Nisga'a Nation and Western LNG. This transaction demonstrates our commitment to staying within our net capital expenditure limit while also facilitating Indigenous ownership of critical energy infrastructure. We continue to execute against our $3 billion divestiture program with the sale of our Portland Natural Gas Transmission System, generating expected pre-tax cash proceeds of approximately $1.1 billion. We've now closed our equity interest deal with the CFE to sell roughly a 13%-15% interest in our TGNH assets. We continue to explore other asset divestitures to fully achieve our $3 billion asset disposition goal, with an eye on Indigenous equity ownership opportunities. Lastly, we remain on track to achieve our 4.75 x debt-to-EBITDA ratio before the end of the year.
I'm proud of what we've accomplished to date, and I am confident in our ability to deliver on our 2024 commitments, especially in light of today's milestones. I would like to thank you, our shareholders, for your continued confidence and support in our vision for the future. I want to thank our board of directors for its unwavering guidance and strategic oversight during this pivotal time. Last but not least, a huge thank you to our employees, who have been focused and relentless in their dedication and perseverance towards executing on our priorities and adding value to shareholders. With that, I'd like to invite Bevin to share a few words on what today means for South Bow.
Thank you, François. Today marks an important milestone in Southbow's journey in becoming a standalone company, and I would like to thank our shareholders for their support. I'd also like to thank all of the members of the TC Energy and Southbow teams for their collective efforts. Together, we have made great strides over the last 10 months. I look forward to maintaining this momentum as Southbow legally separates from TC Energy in the fall. Southbow is positioned to deliver a compelling total return to shareholders, both through its sustainable dividend and its deleveraging profile and growth outlook. Our deleveraging strategy is de-risked by our stable, low-risk financial attributes, underscored by our strong contract tenor and highly contracted cash flows with high-quality counterparties.
Our profitable growth outlook is underpinned by our pre-capitalized assets, which enables us to pursue highly executable projects with strong returns, or what I like to call our system's fingers and toes, to strengthen our strategic franchise and provide increased delivery points and enhanced optionality to our customers. At South Bow, we have built a high-caliber team, from our critical field staff to our board of directors, and we are excited to build upon the strong foundation established by TC Energy. We look forward to continuing to update you on our progress in the coming months as we establish our debt capital structure as an investment-grade entity and as we get closer to listing South Bow's common shares on the Toronto and New York Stock Exchanges. On behalf of the South Bow Board of Directors and leadership team, thank you for playing an important role in South Bow's history.
With that, I'll pass it back to Chris for some brief Q&A reminders. John, François, and I look forward to taking your questions.
Thank you, Bevin. Now, we will take this opportunity to respond to any additional shareholder questions. If you have a question, select the messaging icon on your screen, enter your name and question, and click the Send button. We'll give it a few moments. We do not appear to have any shareholder questions submitted, so, François, I'll turn it back to you for concluding remarks.
I want to thank all of our shareholders for your kind attention today. We appreciate your support in the motions that were put forward today, and we look forward to continuing our engaging dialogue with you throughout the year. I hope everyone has a safe and enjoyable day. Thank you very much, everyone.