An anonymous director reports
ENBRIDGE INC. AND ENBRIDGE PIPELINES INC. ANNOUNCE DEBT EXCHANGE PROPOSAL
Enbridge Inc. and its wholly owned subsidiary, Enbridge Pipelines Inc. (EPI), are seeking the approval of the holders (EPI noteholders) of all outstanding series of EPI's medium term note debentures listed below (EPI notes) to exchange all outstanding EPI notes for an equal principal amount of newly issued medium term notes of Enbridge (Enbridge notes), having financial terms that are the same as the financial terms of the EPI notes (the note exchange transaction). The Enbridge notes will be governed by Enbridge's existing medium term note trust indenture dated as of Oct. 20, 1997, as amended and supplemented, which governs Enbridge's other senior Canadian-dollar unsecured debt securities.
The note exchange transaction is being proposed to give EPI flexibility to operate its business, while also delivering a range of operational, structural and capital markets benefits to EPI, Enbridge and the EPI noteholders. Please see EPI's management information circular and consent solicitation statement dated May 25, 2026 (the circular), for additional information regarding the note exchange transaction, including the rationale for the note exchange transaction.
EPI is soliciting consents and proxies from EPI noteholders, as a single class, to pass an extraordinary resolution to approve the note exchange transaction (the note exchange resolution).
The deadline for the submission of written consents is 5 p.m. (Toronto time) on June 10, 2026, unless extended by EPI in its sole discretion (the consent deadline).
The deadline for deposit of proxies for the meeting (as defined below), if held, is 12 p.m. (Toronto time) on June 23, 2026, unless the meeting is adjourned or postponed (the proxy deadline).
If EPI noteholders holding not less than 75 per cent of the aggregate principal amount of the EPI notes deliver valid written consents in favour of the note exchange resolution by the consent deadline, the note exchange resolution will be passed by written consent and the meeting of EPI noteholders scheduled for 10 a.m. (Calgary time)/12 p.m. (Toronto time) on June 25, 2026, to be held in Calgary, Alta., to approve the note exchange resolution (the meeting) will be cancelled.
The EPI notes shown in the attached table will be eligible to participate in the note exchange transaction.
The record date for determining the EPI noteholders entitled to vote on the note exchange transaction has been set as the close of business (Toronto time) on May 20, 2026.
If the note exchange resolution is approved via written consent or at the meeting, EPI noteholders that have validly provided their written consent and proxy by the applicable deadline will receive the applicable amendment review fees (amendment review fees) as noted in the table above and described in the circular. No amendment review fee will be payable to EPI noteholders unless the note exchange resolution is approved.
EPI reserves the right to extend or modify the consent deadline at any time in its sole discretion. In the event that the consent deadline is extended and the required 75-per-cent approval threshold for the note exchange resolution is achieved prior to the proxy deadline, EPI will cancel the meeting. In such circumstances, EPI noteholders may have minimal notice that the meeting has been cancelled. Accordingly, EPI noteholders should submit elections with respect to the note exchange resolution as soon as possible, and prior to the consent deadline of 5 p.m. (Toronto time) on June 10, 2026, to be assured of their entitlement to amendment review fees.
BMO Nesbitt Burns Inc. (BMO Capital Markets) is the solicitation agent for the note exchange transaction, Computershare Investor Services Inc. is retained as the tabulation agent and Sodali & Co. is retained as the information agent.
Copies of the circular and any other proxy and consent solicitation materials may be obtained free of charge upon request made to the information agent by calling toll-free in North America at 1-833-830-9927 (1-289-695-3075 by collect call) or by e-mail at assistance@investor.sodali.com. They may also be accessed electronically on EPI's profile on SEDAR+ and by written request to 200, 425 -- 1st St. S.W., Calgary, Alta., T2P 3L8, attention: investor relations, or by sending an e-mail to corporatesecretary@enbridge.com.
Questions concerning the meeting and the note exchange transaction should be directed to BMO Capital Markets by telephone at 1-416-359-6359 or toll-free at 1-833-418-0762 or by e-mail at liabilitymanagement@bmo.com.
About Enbridge Inc.
At Enbridge, the company safely connects millions of people to the energy they rely on every day, fueling quality of life through its North American natural gas, oil and renewable power networks, and its growing European offshore wind portfolio. The company is investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on more than a century of operating conventional energy infrastructure and two decades of experience in renewable power. The company is advancing new technologies including hydrogen, renewable natural gas, and carbon capture and storage. Headquartered in Calgary, Alta., Enbridge's common shares trade under the symbol ENB on the Toronto (TSX) and New York (NYSE) stock exchanges.
About Enbridge Pipelines Inc.
EPI is primarily a transporter of Western Canadian and United States crude oil, refined petroleum products, and natural gas liquids. Its Canadian Mainline System transports crude oil from western Canada to the Midwest region of the United States and Eastern Canada, and serves all of the major refining centres in Ontario. EPI also operates the Southern Lights Canada Pipeline, which transports diluent from the Canada/United States border to Western Canada, and holds investments in renewable and alternative power generation assets.
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