An anonymous director reports

TC ENERGY PROVIDES CONVERSION RIGHT AND DIVIDEND RATE NOTICE FOR SERIES 5 AND 6 PREFERRED SHARES

TC Energy Corp. does not intend to exercise its right to redeem its cumulative redeemable first preferred shares, Series 5, and cumulative redeemable first preferred shares, Series 6, on Jan. 30, 2026. As a result, subject to certain conditions:

1. The holders of Series 5 shares have the right to choose one of the following options with regard to their shares:
   1. To retain any or all of their Series 5 shares and continue to receive a fixed rate quarterly dividend;
   2. Or to convert, on a one-for-one basis, any or all of their Series 5 shares into Series 6 shares and receive a floating rate quarterly dividend;
2. The holders of Series 6 shares have the right to choose one of the following options with regard to their shares:
   1. To retain any or all of their Series 6 shares and continue to receive a floating rate quarterly dividend;
   2. Or to convert, on a one-for-one basis, any or all of their Series 6 shares into Series 5 shares and receive a fixed rate quarterly dividend.

Should a holder of Series 5 shares choose to retain their shares, such shareholders will receive the new annual fixed dividend rate applicable to Series 5 shares of 4.501 per cent for the five-year period commencing Jan. 30, 2026, to, but excluding, Jan. 30, 2031. Should a holder of Series 5 shares choose to convert their shares to Series 6 shares, holders of Series 6 shares will receive the floating quarterly dividend rate applicable to the Series 6 shares of 3.732 per cent for the three-month period commencing Jan. 30, 2026, to, but excluding, April 30, 2026. The floating dividend rate will be reset every quarter.

Should a holder of Series 6 shares choose to retain their shares, such shareholders will receive the floating quarterly dividend rate applicable to Series 6 shares of 3.732 per cent for the three-month period commencing Jan. 30, 2026, to, but excluding, April 30, 2026. The floating dividend rate will be reset every quarter. Should a holder of Series 6 shares choose to convert their shares to Series 5 shares, holders of Series 5 shares will receive the new fixed quarterly dividend rate applicable to the Series 5 shares of 4.501 per cent for the five-year period commencing Jan. 30, 2026, to, but excluding, Jan 30, 2031.

Beneficial owners of Series 5 shares and Series 6 shares who want to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions in order to meet the deadline to exercise such right, which is 5 p.m. ET on Jan. 16, 2026. Any notices received after this deadline will not be valid. As such, it is recommended that this be done well in advance of the deadline in order to provide the broker or other nominee with time to complete the necessary steps.

Beneficial owners of Series 5 or Series 6 shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their respective Series 5 shares or Series 6 shares, as applicable, and receive the new dividend rate applicable to such shares, subject to the conditions stated below.

The foregoing conversions are subject to the conditions that: (i) if TC Energy determines that there would be less than one million Series 5 shares outstanding after Jan. 30, 2026, then all remaining Series 5 shares will automatically be converted into Series 6 shares on a one-for-one basis on Jan. 30, 2026; and (ii) if TC Energy determines that there would be less than one million Series 6 shares outstanding after Jan. 30, 2026, then all of the remaining outstanding Series 6 shares will automatically be converted into Series 5 shares on a one-for-one basis on Jan. 30, 2026. In either case, TC Energy will issue a news release to that effect no later than Jan. 23, 2026.

Holders of Series 5 shares and Series 6 shares will have the opportunity to convert their shares again on Jan. 30, 2031, and on Jan. 30 in every fifth year thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with an investment in the Series 5 shares and the Series 6 shares, please see the prospectus supplement dated June 17, 2010, which is available on SEDAR+ or on the company's website.

About TC Energy Corp.

TC Energy is a leader in North American energy infrastructure, spanning Canada, the United States and Mexico. Every day, the company's dedicated team proudly connects the world to the energy it needs, moving over 30 per cent of the cleaner-burning natural gas used across the continent. Complemented by strategic ownership and low-risk investments in power generation, TC Energy's infrastructure fuels industries and generates affordable, reliable and sustainable power across North America, while enabling LNG exports to global markets.

TC Energy's business is based on the connections it makes. By partnering with communities, businesses and leaders across its extensive energy network, the company unlocks opportunity today and for generations to come.

TC Energy's common shares trade on the Toronto Stock Exchange and New York Stock Exchange under the symbol TRP.

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