Good morning. My name is John Lowe, and I am the Chair of the Board of TC Energy Corporation. I'd like to extend a warm welcome to our 2025 Annual 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 are 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, and Jane Brindle, Vice President Law and Corporate Secretary.
Jane 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 is Greg MacDonald 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 2024 Annual Report and the Management Information Circular dated March 14, 2025. 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, or to ask a verbal question, click the Request to Speak button.
Please submit your questions as soon as possible to allow us to address them at the most appropriate time in our 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 2024 Consolidated Financial Statements and Auditors Report, to elect the directors, to appoint the auditors, to consider and approve on an advisory basis TC Energy's approach to executive compensation, and to approve the amendment and continuation of our shareholder rights plan as described in the circular. The meeting will proceed in the following manner. First, Jane 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 purposes of our meeting today, Jane or I will be moving and seconding each motion. We are each duly appointed proxy holders. Next, the voting results will be announced, and 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 Jane 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'll 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 you 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, either select the messaging icon on your screen or, to submit a verbal question, click the Request to Speak button. For more information on how to ask questions, please refer to the Virtual Meeting Guide located in the Documents tab. 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 session 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, Jane. We will now move to appoint our scrutineers. In accordance with by law No. 1 of the company, I now appoint Stefan Bandola and Stephanie Tessier, 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. Jane will now report on the mailing of the notice calling this meeting and advise us about the process the meeting will follow.
Thank you, John. The mailing of the notice of availability of meeting materials and the form of proxy commenced on April 1, 2025, to common shareholders of record in accordance with applicable law. An affidavit of mailing dated April 22, 2025, attesting to the notice, 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, Jane. 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 2024 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 Scott Bonham, Cheryl Campbell, Michael Culbert, William Johnson, Susan Jones, Dawn Madahbee Leach, François Poirier, Una Power, Mary Pat Solomone, Siim Vanaselja, Thierry Vandal, Dheeraj Verma, and myself, John Lowe. We are pleased to formally welcome Mr. Scott Bonham and Ms. Dawn Mattabee Leach to the board, who were each appointed in November 2024 and are nominated for the first time this year. Scott brings extensive governance, finance, and leadership experience, notably in the technology sector. Dawn brings a depth of experience with Indigenous relations and business strategy. Scott and Dawns perspectives have been welcome and valued additions to the board since their appointments last year. We would also like to acknowledge two current directors who are not standing for reelection. I would like to extend a special thank you to each of Dr. Indira Samarasekera and Mr.
David MacNaughton, who are retiring from the board effective today. Indira and David joined the board in 2016 and 2020, respectively, and have been valuable and committed members of the board. We thank them both for their many years of dedicated service to TC Energy and its shareholders. The board has set the number of directors to be elected today at 13. Each nominee will serve a term of one year, which expires at the 2026 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 for any questions on this item of business. Jane, have we received any questions on this item?
No, we have not received any questions on this item of business.
Thank you. We will now move on to the next item of business. I now move to appoint KPMG LLP Chartered Professional Accountants as the auditor 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.
Jane, are there any questions on this item?
No, John, we have not received any questions on this item.
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.
We will now open the floor to any questions on this item of business. Jane, have we received any questions on this item?
No, John, we have not received any questions on this item.
We will now ask you to consider an ordinary resolution for approving the amendment and continuation of the amended and restated shareholder rights plan dated May 8, 2025. The primary objective of the shareholder rights plan is to provide the board of directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a takeover bid is made for the company, and to provide every shareholder with an equal opportunity to participate in such a bid. The amendments to the shareholder rights plan are proposed to align it with current market practice for new generation shareholder rights plans and proxy advisory guidance. The board believes that amending and maintaining the shareholder rights plan is in the best interest of the company and its shareholders.
A summary of the proposed amendments and the key terms of the shareholder rights plan is set out in the Management Information Circular, along with the text of this resolution. The amendments and continuation 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 plan will terminate and the rights will cease to have effect. I now move the resolution to continue and approve the shareholder rights plan as described in the 2025 Management Information Circular.
I second the motion.
We will now open the floor for any questions on this item of business. Jane, have we received any questions on this item?
No, we have not received any questions on this item.
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 scrutineers' preliminary report on attendance and the results of the votes. Jane, would you please provide the results to the meeting?
The preliminary scrutineers' report on attendance at the meeting has now been received. It shows that 67.11% of the issued and outstanding shares of the company have voted on TC Energy's 2025 items of business. I have also received the preliminary reports of the scrutineers on the election of directors, appointment of the auditor, TC Energy's approach to executive compensation, and the amendment and continuation of the shareholder rights plan. The scrutineers' report indicates that each item of business has received the requisite number of votes to pass. The detailed results for each item of business will be filed on SEDAR+ on or before May 9, 2025.
Thank you, Jane. Based on the results, I declare that all items of business have passed. I now direct that the scrutineers' 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, Jane. I'll close by sharing that our board is excited for the future of TC Energy. We are confident in TC Energy's value proposition and our ability to deliver steady and reliable long-term value to our shareholders, as we have done consistently for decades. As a mark of our confidence in TC Energy's future, in February 2025, we approved a quarterly dividend increase of 3.3% from our proportionate allocation of dividends post-spin, representing the 25th consecutive year of dividend growth. Following the successful spinoff of our liquids pipeline business last year, we have renewed our strategic vision to focus on two core complementary pillars of our business: natural gas and power generation, addressing the global energy trilemma of security, affordability, and sustainability. As global electrification accelerates the need for reliable energy, the demand for natural gas has never been higher.
This evolving energy landscape continues to create opportunities, and the board believes TC Energy is uniquely positioned to seize them as we step into the future as a focused natural gas and power and energy solutions company. Before we close, I would like to acknowledge the immense efforts of TC Energy's team of more than 6,500 energy problem solvers who are forging solutions that meet the rising needs of natural gas and power sectors. I would also like to thank my fellow directors for their counsel and support. We also thank you, our investors, for your continued confidence in TC Energy, and we look forward to continuing to serve as the board of directors. With that, I'm pleased to showcase a video highlighting our commitment to delivering the energy the world needs and to welcome François to address the meeting. Thank you.
Officials in Calgary are calling this season's output critical.
The LNG terminals here in Houston are running around the globe.
As energy dominance in the media still faces energy production cuts announced last month.
Global energy demand continues to rise.
We are at a pivotal moment where the world undeniably needs more energy, more secure, affordable, and sustainable energy. North America has the solution, and TC Energy has the team to deliver. We are unlike any other company. No one is focused on natural gas and power generation like we are. We are nation-building. We always have been. We are proud to connect the world to the energy it needs today and in the future, a future of more energy, more access, and more opportunities across Canada, the U.S., and Mexico. Together, we safely and efficiently move, generate, and store the critical energy the world relies on with safety in every step, driven by curiosity and creativity, holding ourselves and each other accountable. We are one team trusted by millions. We are TC Energy.
Love that video. Thank you, John. And good morning, everyone, and thank you for joining us today. Before I get started, I want to acknowledge our valued shareholders, members of the board of directors, and employees who are listening in from across the company. Your continued engagement and trust in TC Energy are the foundation of our success, and I am deeply grateful for your ongoing support. I'd also like to recognize the newly elected leaders across Canada, the U.S., and Mexico, which create new opportunities to shape a prosperous energy future. We're entering a pivotal moment where North America has the chance to define its role in addressing the global challenges of energy demand, security, affordability, and sustainability. We look forward to our continued collaboration with all governments to solidify this collective vision, ensuring a resilient and sustainable energy future for the continent and beyond.
I'm immensely proud of what we have accomplished together over the past year and the strategic direction that positions TC Energy as a leader in our industry. So today, I'm pleased to share an overview of our 2024 accomplishments and highlight our 2025 priorities and vision for the future. First, reflecting on 2024, a transformative year for TC Energy. Through our unwavering commitment to safety and reliability, we achieved significant milestones to meet the growing energy needs of North America and the world. In 2024, we put forth a clear set of strategic priorities: maximizing the value of our assets through safety and operational excellence, executing projects on time and on budget, and enhancing the strength and flexibility of our balance sheet. With relentless focus, we delivered on these priorities, setting the stage for continued growth and repeatable performance.
Notably, we completed the successful spinoff of our liquids pipelines business to a new public company, South Bow Corporation. We reached commercial service on Coastal GasLink, and we achieved significant debt reduction, which aligns with our objective of a long-term target of 4.75 times debt-to-EBITDA ratio. These achievements reflect our ability to adapt, to innovate, and remain steadfast in our commitment to our shareholders. Turning to today, in my decades of working in this industry, I have never seen such strong prospects for North American natural gas and power demand. This demand is accelerating, and it's being driven by the rapid global electrification, the growth of LNG exports, the transition from coal to lower-emitting reliable energy, and technological advancements, including the expansion of data centers. In total, we see natural gas demand growth of approximately 45 BCF per day by 2035 in North America alone.
The unprecedented global demand for all forms of energy highlights two undeniable truths: the world needs more energy, and TC Energy has a pivotal role to play. We are uniquely positioned to capture those opportunities, being the only natural gas infrastructure company with critical assets across Canada, the U.S., and Mexico. It's this continental connectivity that enables us to deliver natural gas from the most competitive, low-cost basins to critical demand markets beyond borders and continents, anchoring us as North America's dominant natural gas-focused energy transmission and storage company. We have complementary positions in power, underpinned by our strategic stake in nuclear, along with expertise in gas-fired power generation and natural gas storage. Our renewed strategic focus and portfolio alignment provides a competitive advantage, which enables us to continue to meet surging demand.
Through our interconnected assets across North America, we move approximately 25%-30% of the feed gas destined for LNG export across the continent. We maintain over 165 direct connections to power generators across North America, supporting critical energy infrastructure and coal-to-gas transitions. In the U.S., we connect to eight of the 10 largest local distribution companies, ensuring reliable energy delivery to key population centers. So I'm confident we have the right strategy, the right people, and the right assets to meet this moment. So how will we do this? Building on the momentum of 2024, our strategic priorities for 2025 are clear. We will continue to maximize the value of our assets through safety and operational excellence. We will execute our selective portfolio of growth projects, with an expected $8.5 billion of projects to be placed into service this year.
We will capture additional value through capital and operating efficiencies. These efforts, combined with our unmatched position in North American energy infrastructure, reinforce our ability to offer solutions to the energy trilemma while delivering long-term shareholder value. Last week, we shared our first quarter results, again demonstrating our ability to deliver on our commitment of solid growth, low risk, and repeatable performance. In fact, during the first quarter of this year, we approved the Northwood project, which is an expansion of our ANR pipeline system. The project will serve natural gas-fired electric generation demand in the U.S. Midwest, including data centers, and drive overall economic growth. We also advanced the Bruce Power Major Component Replacement Program. On April 2nd, we received formal approval of the Unit 5 MCR Final Costs and Schedule Estimate from the Ontario IESO.
This program represents a $1.1 billion incremental investment in emissionless nuclear energy, adding significant value to our secured capital table. We also announced that the Southeast Gateway Pipeline Project is ready for service. The project was constructed in under three years from final investment decision and approximately 13% under budget. This nation-building pipeline will provide the foundation for greater economic development in Southeast Mexico. We are driving solid, sustainable growth by maintaining a clear focus on executing high-quality projects and strategically allocating capital to meet the evolving needs of North America. Our capital allocation decisions are driven by a commitment to long-term system growth, supporting stakeholder confidence in our investment priorities. Now, looking inwards, over the past year, we renewed our values to reflect the core behaviors that will drive our success and shape our culture moving forward.
These values are safety in every step, personal accountability, one team, and active learning. Our values guide our actions every day and extend beyond our operations to our governance practices and stakeholder engagement. Leading these efforts is a talented workforce whose diverse skills, determination, and innovative thinking set TC Energy apart. They work to safely and efficiently move, generate, and store the critical energy that North America and the world rely on every day. They do this with the utmost responsibility and care for the communities in which we operate, while being responsive to indigenous rights holders and stakeholders. Our commitment to all of our stakeholders is bolstered by the governance and oversight of our board of directors, who uphold strong principles and help guide our strategic direction.
I'm very proud to be part of the TC Energy team that works every day to improve lives and livelihoods across North America and the world. TC Energy is well-positioned for future success. I would like to extend my gratitude once again to our shareholders, employees, stakeholders, and our board of directors. As John noted earlier, Dr. Indira Samarasekara Sekera and Mr. David MacNaughton are retiring from the board. Thank you, Indira and David, for your contributions and years of service to our company. So with that, I'll pass it back to Jane for some brief Q&A reminders, and John and I look forward to taking your questions.
Thank you, François. Now we will take this opportunity to respond to any additional shareholder questions. If you have a question, either select the messaging icon on your screen, or to submit a verbal question, click the Request to Speak button. For more information on how to ask questions, please refer to the virtual meeting guide located in the Documents tab. We have received a verbal question from Anne- Marie Gagnon. Ms. Gagnon, please go ahead with your question.
Good morning. My name is Anne Marie Gagnon. I'm a director of ESG, and I represent BCI, the British Columbia Investment Management Corporation, which has been a long-term shareholder as well as bondholder of TC Energy. So last year, BCI withdrew a shareholder proposal ahead of TC's AGM, which requested the company align its methane emissions measurement and disclosure with a credible third-party framework, such as the Oil and Gas Methane Partnership 2.0 and NCC Independent Reasonable Assurance on the company's annual GHG metrics. So we value the constructive dialogue with representatives at all levels of the company over the past year as they've shared their progress and process. And as was disclosed in last year's sustainability report, TC has indeed derived business and monetary value through their incorporation of more accurate methane measurement. And we look forward to seeing more examples of continued progress in upcoming disclosures this year.
So given the enhanced focus on LNG exports in Canada as well as in the U.S., we expect continued leadership from TC Energy on methane management to ensure business and carbon competitiveness. Actions such as gradually phasing in improved measurement approaches and employing credible third-party reporting and assurance frameworks will provide investors, LNG importers, and the broader public with a more accurate and easily understood picture of methane emissions. So to this end, our question to the board is, what opportunities do you believe TC Energy can take to lead and collaborate on methane emissions measurement and management across the LNG value chain? Thank you.
Thank you for your question, Anne Marie. I'll start and speak to some of our principles, and then I'll ask François to speak in more detail. As a board, we are responsible for working in the best interest of the company and its shareholders over the long term. We're focused on doing the right thing and prioritizing what is best for the company. TC Energy believes there is the potential for North American LNG to not only make significantly more energy affordable and available to the world, but also support economic competitiveness and global decarbonization. In line with this vision, we value the opportunity to highlight our efforts on methane emissions management, a topic that remains a key part of the discussion in my conversations with our board, our shareholders, and all stakeholders.
As a diverse and fully engaged board with a wide range of expertise, we maintain strong oversight of strategy, capital allocation, sustainability, and climate matters. The board and its committees receive regular standing updates from management across sustainability topics and the progress we're making on our commitments. In addition, we received a comprehensive update of our approach to reassess our climate goals, reevaluate our participation in the Oil and Gas Methane Partnership 2.0, and develop the roadmap to reasonable assurance, which we expect to provide an update on in the coming months. More broadly, the company has taken measures to enhance the oversight of climate risks and opportunities. We have incorporated an assessment of policy risk and GHG impacts into our capital allocation decisions.
Last year, we introduced a methane intensity reduction metric into our long-term incentive program for executive compensation, reflecting our belief that lowering methane emissions is the right thing to do. Once again, we appreciate your thoughtful question, and I'll pass it over to François to add to my response. Merci pour la question, Anne Marie. Building on John's comments, we have dedicated teams that have been diligently assessing our participation in OGMP 2.0 and identifying opportunities to further improve our reporting quality over time. Our focus has been on building a strong foundation of accuracy and reliability in our emissions data, and I'm proud of what we've achieved to date. In Canada, we are highly confident in our methane measurement and management, achieving equivalency to gold standard as acknowledged through direct conversations with OGMP.
By combining our gas businesses as we did last year, we have the opportunity to apply these learnings across the U.S. and Mexico as well, so as technologies and policies evolve across North America and beyond, we will leverage these synergies to advance our practices and prioritize the most cost-effective abatements. Ultimately, we're working to strike the right balance between ensuring the longevity of our assets by managing client risk, maintaining competitive tolls for our customers, and generating strong returns for our shareholders, and I should note that when LNG Canada begins operations this year, Canadian-produced LNG will be one of the lowest emitting sources of LNG in the world. We see a continued opportunity to work with policymakers and our customers to collectively advocate for market share and unlock the potential for LNG's role in energy security and global emission reduction efforts.
You can continue to expect an emphasis on methane emissions and transparency on our actions, and we will provide more detail on these efforts later in July. Jane, are there any other questions?
There appear to be no more questions, François. I'll turn it over to you for concluding remarks.
Thank you, Jane. And thank you to you, our shareholders, for your continued trust and investment in TC Energy. Together, we're building a stronger, more resilient future for our company, our communities, and the energy sector. And I look forward to sharing our progress with all of you next year.