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 2026 Annual Meeting of Common Shareholders. We sincerely appreciate your participation in our meeting today. I'd like to start today with an acknowledgement 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. Available to answer relevant questions are Brad Owen and Petre Kotev 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 2025 annual report and the management information circular dated March 5th, 2026. 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 point 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 common shareholders to receive the 2025 consolidated financial statements and auditor's report, to elect the directors, to appoint the auditors, and to consider and approve, on an advisory basis, TC Energy's approach to executive compensation. 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. 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 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 the CEO's remarks. We may not have time to get to every question. However, if you include your contact information, 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 Stephen Bandola and Stephanie Tuss, 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 March 31st, 2026 to common shareholders of record in accordance with applicable law. An affidavit of mailing dated April 14th, 2026 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, 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 2025 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. The board has set the number of directors to be elected today at 13.
Our director nominees for this year are Scott Bonham, Cheryl Campbell, Michael Culbert, William Johnson, Susan Jones, Dawn Madahbee Leach, François Poirier, Una Power, Mary Pat Salomone, Siim Vanaselja, Thierry Vandal, Dheeraj Verma, and myself, John Lowe. 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, John, we have not received any questions on this item of business.
We will 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.
We will now open the floor for any questions on this item of business. Jane, are there any questions on this item?
No, we have not received any questions on this item of business.
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 for any questions on this item of business. Jane, are there any questions on this item?
No, John, we have not received any questions on this item of business.
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. Jane, would you please provide the results to the meeting?
The preliminary scrutineer's report on attendance at the meeting has now been received. It shows that 67.12% of the issued and outstanding shares of the company have voted on TC Energy's 2026 items of business. I have also received the preliminary reports of the scrutineers. The scrutineer's 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 8, 2026.
Thank you, Jane. Based on the results, I declare that all items of business have passed. 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, Jane. As we conclude the formal business of the meeting, I want to reiterate the board's confidence in the direction of the company. TC Energy is strongly positioned in a North America energy system that is growing in both scale and complexity, supported by high-quality assets and people who know how to operate and lead through change. That confidence rests in large part with our employees, more than 6,500 across North America, whose experience, judgment, and commitment underpin our performance every day. I also want to thank my fellow directors for their counsel and stewardship, and our shareholders for the trust you continue to place in this company. With that, we'll share a short video and then welcome François to speak about our performance, our priorities, and how we're positioning TC Energy for the future.
[Presentation]
Thank you, John. Good morning, everyone, and thank you to our shareholders and stakeholders for being with us today and for the confidence you place in TC Energy. For 75 years, this company has been integral to the energy systems that serve North America, built across regions and through many periods of change. This experience has shaped how we operate today with a laser focus on safety and supported by a clear, focused strategy that guides our decision-making. Today, North America's energy landscape has entered another period of significant change, defined by rising demand and increasing complexity. At the same time, geopolitical uncertainty has reinforced the importance of energy security, underscoring North America's opportunity to supply energy both continentally and globally. Seizing that opportunity requires more than ambition. It requires infrastructure, experience, and the ability to execute.
We are primed to deliver North America's energy advantage by safely and reliably connecting supply to demand and doing so at scale. Companies with a track record of investing with discipline and adapting without losing focus are best positioned to succeed in this evolving energy landscape. That is the TC Energy you see today. In 2025, that approach delivered another strong year of performance. As we enter 2026 with energy markets continuing to rapidly evolve, our commitment to shareholders remains resolute: solid growth, low risk, and repeatable performance. This year, we marked the 75th anniversary of TC Energy. Three-quarters of a century of nation-building projects and operating infrastructure essential to the North American energy market. Over that time, we've grown into one of the largest and most integrated energy networks on the continent, moving more than 30% of the natural gas used every day.
That scale was built deliberately through long-term investments, a sustained focus on safety and operational excellence, and generations of employees who understand how to deliver infrastructure designed to last. Our infrastructure is built for resiliency, and one that becomes more important as demand continues to grow. That growth follows the same principle this company was founded on. We were born connecting the nation of Canada. Today, we're connecting North America, and increasingly, we're connecting energy from the continent to the world. The reality is clear, and it's one we are experiencing every day. Energy demand is rising. Natural gas for electricity generation continues to grow, driven by data center development, population growth, and power systems under increasing strain from extreme weather. Many jurisdictions rely on natural gas to support power generation and industrial activity while also achieving sustainability objectives.
LNG exports add to that demand, connecting North America's natural gas to global markets seeking to diversify supply and strengthen energy security. All this highlights one undeniable truth: this demand is structural, and it's long-term. Our latest forecast anticipates natural gas demand rising by roughly 45 billion cubic feet per day by 2035. That increase alone is equivalent to the size of today's entire European gas market. This question isn't whether the energy is needed. It's whether the required infrastructure can deliver it when and where it matters. That's where TC Energy plays a distinct role. Our natural gas network connects low-cost supply to major demand centers across the continent, supported by deep experience in transmission, storage, and power generation.
Our power business, anchored by Bruce Power, one of the world's largest operating nuclear facilities, provides reliable non-emitting electricity supplies for roughly 30% of Ontario's electricity, supporting grid stability across the province. Together, our gas and power assets and the customer relationships behind them support dependable energy delivery as demand continues to grow. The demand we see across our footprint is exactly why execution matters and why our performance over the past year is so important. 2025 was a defining year for the company. We operated safely, executed projects with discipline, and allocated capital in a way that generated solid risk-adjusted returns. At the core of that performance is our commitment to safety. I'm exceptionally proud of the team's work in 2025, delivering our best safety results in five years, which directly supports strong operational and financial outcomes.
As a result, we also saw strong utilization across our natural gas pipeline network with numerous system-wide flow records. Together, our strong safety performance, disciplined delivery, and high utilization translated directly into solid financial performance. Comparable EBITDA grew 9% year-over-year, and we continued to strengthen our balance sheet. Over the course of the year, we also delivered a significant portfolio of projects, bringing more than CAD 8 billion of infrastructure projects into service on time and approximately 15% below budget. That will expand our footprint and reflects the range of communities we operate in. Canada reached a historic milestone with the first LNG shipment to global markets, made possible by our Coastal GasLink pipeline, which entered service in November of 2024. This milestone underscores the importance of our Canadian natural gas network in unlocking global market access.
In the U.S., we completed the Virginia Reliability and Wisconsin Reliability projects. Together, these represent more than U.S. $1.2 billion in investment, generating over U.S. $1 billion in economic output and supporting thousands of jobs. Not to be outdone, in Mexico, our Southeast Gateway project entered service, completed approximately 13% under budget through a first-of-its-kind public-private partnership with the Comisión Federal de Electricidad, or CFE. In our power business, teams at Bruce Power continued to advance major component replacement work on schedule and on budget, meeting Ontario's growing need for affordable, non-emitting electricity. Delivered on time and under budget, all of these projects provide predictable long-term cash flows that contribute to our 5%-7% three-year comparable EBITDA growth outlook.
During 2025, we were able to sanction projects at a weighted average after-tax internal rate of return of 12.5%, which represents an increase of about 400 basis points since 2020, all while maintaining our low-risk investment framework. This performance gives us clear visibility to future disciplined capital investment into the next decade, reinforcing our strategy is working again, delivering solid growth, low risk, and repeatable performance. Now, the discipline that defined our performance in 2025 provides us with the conviction to strive for transformational growth as we enter 2026. Our strategic priorities remain unchanged. We are focused on, first, maximizing the value of our assets through safety and operational excellence, along with commercial and technological innovations. Second, executing safely on our selective portfolio of growth projects on time and on budget. Thirdly, maintaining the financial strength through disciplined capital allocation. That clarity, these three simple objectives matter.
It allows us to allocate capital deliberately, execute consistently with excellence, and respond to demand without stretching our balance sheet. Last week, we reported our first quarter 2026 results, marking a strong and disciplined start to the year amid continued global energy volatility. We delivered operational and safety excellence, performing when demand was highest across our natural gas assets. During the quarter, our systems set multiple all-time delivery records, including through Winter Storm Fern. We advanced low-risk growth aligned with our strategy, announcing the Appalachia Supply Project, a U.S. $1.5 billion project that will strengthen our U.S. pipeline network and creates a new platform for us to serve a high-growth power and industrial corridor. At the same time, we strengthened long-term growth visibility, entering into commercial agreements with LNG Canada, establishing a new framework to advance a proposed Coastal GasLink phase II expansion.
Financially, we delivered a strong quarter, generating for the first time ever over CAD 3 billion of comparable EBITDA, up 14% year-over-year from the first quarter. That disciplined approach to execution and capital deployment keeps us on track to meet our long-term target of 4.75 times debt to EBITDA. Together, these results mark a solid start to 2026. How we deliver results to us is just as important as the results themselves. We're a purpose-driven organization. We are proud to connect the world to the energy it needs. This guides how we operate every day. Our values shape the way we work and the way things get done. Safety in every step. Personal accountability. One team. Active learning. These four values are reflected in the decisions made in the field, in control rooms, and in meeting rooms across the company.
That work is carried out by more than 6,500 employees across all three countries, operating some of the most critical energy infrastructure on the continent. Their experience, their judgment, and care are what allows us to operate complex infrastructure safely and reliably day in and day out. We do that work in partnership with indigenous rights holders, with communities and other stakeholders across our footprint, recognizing that infrastructure built to last depends on strong long-term relationships and mutual respect. This is how trust is earned over time, how credibility is sustained, and how resilience is built into the way we work. Together, these values position us to continue delivering reliable energy and contributing to a strong, secure energy future. Thank you for your time and engagement today. North America is entering a period of profound change, one that brings both complexity and a generational opportunity.
With over 75 years of experience and a disciplined strategy and a great team, we will continue to play a critical role in safely and reliably connecting the world to the energy it needs. With that, I'll turn it back to Jane to begin the question- and- answer period, and John and I welcome your questions.
Thank you, François. Now we will take this opportunity to respond to any additional shareholder questions. We would ask you to keep your questions to approximately 1 minute each to provide enough time for all questions to be answered. We are committed to facilitating a productive and orderly meeting where all participants engage in respectful dialogue. We have received a question from Gaagwiis, a duly appointed proxy holder who is on the line to ask his question. Gaagwiis, please go ahead.
Hello, everyone. Hi, François. Thank you.
Good morning.
I'm the president and vice president of the Coastal First Nations-Great Bear Initiative, and I've been formally appointed to address the AGM by a shareholder with over CAD 30 million in assets under management. I just wanna share that, or reiterate a proposed crude oil pipeline through Northwestern Canada is making headlines. However, the federal government has repeatedly stated that no project would proceed without the support of affected First Nations or the province in which it is proposed. As the legally recognized rights and title holders under both Canadian and international law, we do not support this proposed oil pipeline, which could see over 200 oil tankers in our waters.
We, along with the province of British Columbia, have called on the federal government to uphold their Oil Tanker Moratorium Act in its entirety with no exceptions or carve-outs. There's no offer of equity or ownership that will change our position. Just want to reiterate, you know, in 2016, Enbridge reported costs of CAD 656 million on a never-built Northwestern pipeline with total impairment of CAD 373 million before tax adjustments. We wanna proactively save TC Energy and your investors from the other company's past mistakes.
Recognizing that the board assesses decision-making quality through regular reviews of major projects and capital allocation decisions, a recent update to your health, safety, sustainability, and environment committee's charter has been made to include oversight of all indigenous matters to be implemented this year, can members of the board please describe how this oversight will be provided to ensure indigenous rights and title holders' positions on the proposed pipelines and tanker moratorium are respected, and when a related risk assessment would be disclosed to investors in your decision-making process? Thank you.
John, this question centers on board oversight and governance. I'll ask you to address it, please.
Thank you for your question. You know, as a reminder, TC Energy does not operate oil pipelines. I think your question is broader than that. I'll talk a little bit about the oversight, but I think François will also address this as well.
As a board, it's our responsibility to act in the best interest of our company and our shareholders. Strong governance and early engagement with rights holders are critical to responsible project development, risk management, and long-term value creation. The full board maintains oversight of our indigenous engagement strategy, including the risks and opportunities associated with material projects and indigenous equity participation. In reviewing proposed projects, management provides a comprehensive assessment of all material risks, including potential impacts on indigenous peoples and relevant policy considerations to inform our decision-making.
We have further strengthened our board-level oversight of indigenous relations by formalizing responsibility within the Health, Safety, Sustainability, and Environment Committee and increasing the cadence of updates from management, including through standing reports and a dedicated annual discussion.
Last year, we also added Dawn Madahbee Leach of the Aundeck Omni Kaning First Nation to our board of directors, strengthening our board-level perspective on indigenous matters. That summarizes our board processes, but I'll turn it over to François to build on that.
Thank you, John, and Gaagwiis, thank you very much for your question. Just a few principles as the leader of the company in terms of how we engage with our rights holders, indigenous groups that are rights holders, not just stakeholders. First of all, you know, equity participation is something that we believe, when there's support from all stakeholders for a project is essential. We've made an equity investment option available to all 20 of the First Nations across the Coastal GasLink route. To date, 17 of the 20 nations have agreed to pursue this. We've actually extended the deadline for the investment to be made to afford each community the opportunity to raise financing for the purchase at effective a cost as possible.
On our Ontario Pumped Storage Project in Ontario, we've been working very closely in partnership with the Saugeen Ojibway Nation from the early days of design. In fact, based on our discussions with our partners, the SON, we made significant changes to the design of the project to address and benefit from their traditional knowledge. I guess the other thing as the leader of the company that what I tell my team is, if the first time you engage with a First Nation it's to ask for something, you've already lost. This is about building relationships and building trust. Everyone, every group needs to have the same information at the same time in order to make timely decisions.
It's just not right for project proponents to retain information and then, you know, ask for feedback on very complex matters in very short timelines. We work very hard to accommodate those. The one thing I will say, though, however, is we are a very unique point in time in our country and in the world, and there's an opportunity here for North America to play a more significant role in providing energy to the world. What that means is that our customers may not be in Canada. Our customers may be anywhere around the world that we want to serve. We, the project proponents and all of our key rights holders and stakeholders, we don't dictate the timelines.
We have to work together, build alignment as quickly as we can, and respect the timelines that are established by those who want to make an investment decision. Keeping all of that in mind, the key is for everyone to have an open mind. The key is to build trust as early as possible and also to be as transparent as possible. Gaagwiis, I very much appreciate the question. Thank you for the group you represent who are shareholders in the company. We appreciate your and their confidence in the company. With that, I'll turn it back to Jane. Are there any other questions, Jane?
Thank you, François. No, we do not have any further questions.
Well, there okay. All right. Sorry.
Thank you for the thoughtful question, Gaagwiis, and thank you all for the discussion today. On behalf of the board of directors and our employees, thank you to our shareholders for your continued confidence in TC Energy. For more than 75 years, the company's delivered infrastructure that performs through cycles, guided by disciplined execution, a strong balance sheet, and a long-term view of energy market dynamics. That focus continues to guide how we operate, how we invest, and how we support the reliable delivery of energy that powers communities and economic growth across North America. We appreciate your engagement and look forward to updating you on our progress. Thank you.