Contents 

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    Management Information Circular Date: March 4, 2025

    Annual meeting of shareholders to be held May 7, 2025

Dear fellow shareholders,

2024 was a tremendous year for Enbridge, with strong operational performance and steady growth across all of our businesses, driving record financial results. With a strengthening share price, our total shareholder return of 37% reinforces our goal to be the first-choice energy delivery company for our stakeholders and the first choice for investors.

On the strength of last year, we begin 2025 resilient, focused and optimistic. Demand for energy continues to grow – data centers, artificial intelligence and the resurgence of North American manufacturing are adding to this demand. With growing energy demand comes recognition of the critical role of energy infrastructure in moving energy from where it’s produced to where it’s needed – and accelerating momentum to get infrastructure built, safely and responsibly.

While tariffs create some uncertainty and threats, our asset reach across the continent allows us to successfully manage any disruptions. We are providing advice to governments and customers on how to keep North America’s energy superiority and its powerful energy bridge between the United States, Canada and Mexico.

Sustaining North America’s energy and economic prosperity will require all forms of energy. When it comes to delivering “all of the above”, Enbridge is uniquely positioned to provide affordable and reliable energy to the millions of people who count on us every day.

Meeting the energy needs of tomorrow today

Again in 2024, Enbridge delivered projects to meet the growing need for oil, natural gas and renewable power, while also navigating permitting and regulatory approval challenges in both Canada and the U.S.

Here are some highlights from across our core businesses:

Liquids Pipelines: Our Mainline system remained full, delivering an average of over three million barrels per day (“bpd”). We saw opportunities with our Gulf Coast export strategy to deliver energy abroad through the Enbridge Ingleside Energy Center, including a single-day volume record of 2.6 million barrels and an average monthly record of 1.2 million bpd. We closed the acquisition of additional marine docks and land adjacent to Ingleside to allow for future growth opportunities and optimize existing dock capacity. We also sanctioned a 120,000 bpd expansion of the Gray Oak pipeline, which is connected to Ingleside and contributes nicely to building out our integrated export strategy in the Permian and Gulf Coast.

Gas Transmission and Midstream: We continued to connect new supply to key demand centers. This included entering a joint venture with WhiteWater/I Squared Capital and MPLX to develop, construct, own and operate pipelines and storage assets connecting the Permian with growing liquefied natural gas (“LNG”) and Gulf Coast demand. We acquired a 15% interest in the Delaware Basin Residue system, which extends our natural gas value chain deeper into the Permian and is a key supply source for the Whistler pipeline owned by the joint venture with WhiteWater/ I Squared Capital and MPLX. We also reached a final investment decision on the Tennessee Ridgeline Expansion project which will supply gas to the Tennessee Valley Authority’s new gas fired generation plant, replacing the existing coal-fired generation plant and underlining the criticality of natural gas in supporting a lower-carbon future. Finally, our Aspen Point expansion project in British Columbia received approval from the Canada Energy Regulator and we anticipate starting construction in the second quarter of 2025.

Gas Distribution and Storage: We successfully closed on our acquisition of three U.S. natural gas utilities from Dominion Energy, securing our position as the largest natural gas utility in North America with nearly seven million residential and business customers. The closings of Enbridge

Gas Ohio, Enbridge Gas Utah, Wyoming and Idaho, and Enbridge Gas North Carolina were completed within 13 months following the acquisition announcement – a significant achievement that our Team impressively executed. Continued success with integration of the new utilities positions us for ongoing safe and efficient operations and paves the way for future value-focused growth.

Renewable Power Generation: Our Power business announced nearly two gigawatts (gross) of solar and wind projects in North America. This includes the 577-megawatt (“MW”) Fox Squirrel Solar project in Ohio going into operation, with Amazon contracting 100% of the energy produced, the 130-MW Orange Grove Solar project in Texas that is under construction, with AT&T contracting the power, and the 815-MW Sequoia Solar project also in Texas, with power purchased by AT&T and Toyota. In France, the 497-MW Fécamp offshore wind project and the 24-MW Provence Grand Large floating offshore wind project went into operation.

Our success is underscored by our financial discipline, which allows us to predictably grow our business every year. We exceeded the midpoint of our 2024 financial guidance on both earnings before interest, taxes, depreciation and amortization (“EBITDA”) and distributable cash flow (“DCF”) per share. We deployed over $1 billion of investment capacity towards tuck-in acquisitions and sanctioned another $8 billion of attractive, organic projects, increasing our secured portfolio to $26 billion.

Underscoring the resilience and predictability in our business, Enbridge announced 2025 guidance highlighted by a 3% dividend increase, our 30th consecutive annual boost. We also announced 2025 EBITDA guidance of

$19.4 billion to $20 billion, a 9% increase compared to the midpoint of 2024’s recast guidance.1

Optimism for the future

Looking ahead, we believe there is great optimism and opportunity in the energy industry.

As we like to say, you can’t run a full-time economy on part-time energy. All the energy we deliver—oil, natural gas and renewable power—will be critical to ensuring energy security, reliability and affordability.

It’s not just what we do, but how. Our values of Safety, Integrity, Respect, Inclusion and High Performance guide every decision made at Enbridge. Safety is, and always will be, our highest priority. Despite having good, in some cases record, results in many areas of safety and reliability, in 2024 we experienced incidents in our gas distribution business resulting in fatalities. These incidents have

deepened our resolve to do everything possible to prevent events like this in the future.

Earning the trust of the communities where we live and work remains core to our approach. From our day-to-day operations, to development, design and construction of new projects, we are committed to meaningful engagement. We remain deeply committed to Indigenous economic reconciliation, continuing to work with communities to secure equity partnerships.

Enbridge’s long-term strategy centers on the need for a diversified business model that can succeed in all market cycles. Our integrated asset base means we have the scale, connectivity and business crossover to provide our customers with a suite of options that meet their needs for reliability while helping achieve emissions reductions targets. This crossover is particularly evident in Texas, Ohio and Ontario, where all four of our business units have strategic assets.

We are truly an “all of the above” energy company positioned to support the growing need for secure and affordable energy while navigating changing and dynamic macro conditions.

Oil: By leveraging our existing oil footprint, we can optimize existing pipelines and deliver incremental capacity for Canadian and U.S. producers in a phased and cost-effective manner, while also supporting international exports. This approach meets the needs of our customers while minimizing impacts to stakeholders, communities and the environment.

Natural gas: Our extensive natural gas network means we can provide first-choice service for customers in North America and export markets as well. With gas and power demand continuing to rise, Enbridge is ideally situated for new demand opportunities, as our gas footprint is within 80 kilometers/ 50 miles of approximately 45% of all gas-fired generation in North America today. Whether it be expansions of our system to connect domestic supply to the growing demand for LNG, storage optimizations, residential or industrial customer expansions or data center interconnections, we can deliver winning solutions through safe, reliable and efficient operations and development.

Renewables: Energy from renewable sources has been an integral part of Enbridge’s business mix for over two decades, and we’ve projected 3.1 gigawatts (net) of North American onshore opportunities through to 2030. With a disciplined investment approach, we source wind and solar projects with long-term contracts and seek investment-grade

customers who want to work with us because of our size, scale, balance sheet and project deliverability.

Each of Enbridge’s businesses is working to bridge to a cleaner energy future through our investments in lower-carbon energies such as renewable natural gas, hydrogen and carbon capture and storage. We’re collaborating with partners to extend our capabilities and leveraging technology and our own assets to further our opportunity set.

As we grow the Company, we will continue to position Enbridge as your first-choice investment opportunity by providing solid shareholder returns with our disciplined capital allocation approach that maintains a strong, flexible balance sheet.

Governance

Our Company is guided by highly experienced business leaders on our Board of Directors whose diverse expertise and backgrounds provide valuable insights and perspectives to our management team.

In 2024, we announced the appointment of Douglas L. Foshee as a Director of Enbridge, effective January 1, 2025. With more than 40 years of energy experience and executive roles with El Paso Corporation, Halliburton Company and Nuevo Energy, Doug is an excellent addition to our group.

Thank you

Success in 2024 would not have been possible without the dedication of our Enbridge Team. Our over 16,000 employees and contractors are keenly focused on achieving our vision to provide energy in a planet-friendly way, everywhere people need it. From Toronto to Tampa, Calgary to Charlotte, Houston to Halifax and overseas, we thank our entire team.

We are also grateful to our loyal customers and will continue to work hard to be your first-choice energy partner. And of course, thank you to our shareholders for your continued trust in Enbridge. An investment in Enbridge is an investment in a positive future.

Sincerely,

Greg Ebel		Pamela Carter
President & Chief		Chair, Board of Directors
Executive Officer

This management information circular (the “Circular”), including all appendices hereto, is being furnished to shareholders and investors in connection with the solicitation of proxies by or on behalf of management of Enbridge Inc. (“Enbridge”) for use at the annual meeting of Enbridge shareholders (the “Meeting”), to be held on May 7, 2025 at 1:30 p.m. Mountain Time (“MT”), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the notice of Meeting. The representations contained in this Circular are intended exclusively for shareholders and investors for use at the Meeting and are not representations made to the public or consumers for the purposes of marketing and promotion.

The Meeting will be held virtually, conducted via live audio webcast. A summary of the information shareholders will need to attend the Meeting online is provided in the “About the Meeting” section of this Circular.

Enbridge is a “foreign private issuer” pursuant to applicable U.S. securities laws and is therefore exempt from the proxy rules under the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”). Accordingly, this Circular has been prepared in compliance with Canadian securities law and regulations. In addition, as a foreign private issuer, we are permitted to follow home country practice instead of certain governance requirements set out in the NYSE rules, provided we disclose any significant differences between our governance practices and those required by the NYSE. Further information regarding those differences is available on our website (enbridge.com).

In this Circular, unless indicated otherwise or the context otherwise requires:

Unless stated otherwise, information in this Circular is given as of March 4, 2025 (the date of the Circular).

Information contained on or otherwise accessible through Enbridge’s website or other websites, though referenced herein, does not form part of and is not incorporated by reference into this Circular.

This Circular includes information and data related to Enbridge’s sustainability goals and related activities, including statements about the environmental benefits of our business activities and effects of our business on climate change, which are informed by well-recognized (and continually evolving) methodologies, standards, frameworks and recommendations. Enbridge’s sustainability goals and related activities, commitments and plans, and associated information and data, involve forward-looking information and are based on a variety of assumptions, estimates, judgments, risks, and uncertainties. The achievement of our sustainability goals and related commitments will depend on the collective efforts and actions across a wide range of stakeholders, and the development of technologies, all of which are largely outside of our control, and there can be no assurance that they will be achieved. Our sustainability goals and pathways for reducing our operational emissions over time continue to evolve and may need to be restated, modified, or recalibrated as available data improves, as standards, methodologies, metrics and measurements mature, and as legislation, regulations, policies, and stakeholder sentiment evolve.

This Circular contains forward-looking information or forward-looking statements. Please see the forward looking information section of Appendix B.

Compensation philosophy

Enbridge’s approach to executive compensation is governed by the Human Resources and Compensation Committee (“HRC Committee”) and approved by the Board. A rigorous pay-for-performance philosophy is embedded in our compensation programs and designed to align with the interests of Enbridge shareholders and other stakeholders, through five main objectives:

Weighting the majority of the long-term incentive target mix with performance stock units aligns to our compensation philosophy and motivates leadership to focus on delivering strategic priorities over the long-term.

Our short-term incentive plan (“STIP”) awards are designed to drive collective outcomes across the business. In 2024, the HRC Committee approved the shift to one company scorecard shared by all employees, with certain variability of business unit financial performance. This approach simplifies and streamlines the process of goal setting and measurement and tracking of performance, while increasing alignment, teamwork and collaboration across the organization.

Meeting information

Meeting date, time and location

May 7, 2025, at 1:30 p.m. MT

Virtual Meeting via live audio webcast online at

https://meetings.lumiconnect.com/400-324-235-700, password “enbridge2025” (case sensitive), Meeting ID: 400-324-235-700.

Quorum

We need a quorum to hold the Meeting and transact business, which is at least three persons holding, or representing by proxy, at least 25% of the total number of issued and outstanding Enbridge shares. If you submit a properly executed form of proxy or voting instruction form – or vote by telephone or the internet, you will be considered part of the quorum.

How do I attend and participate at the Meeting?

We are holding the Meeting virtually, conducted via live audio webcast.

Login instructions for the virtual Meeting

 OR

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all requirements set out in this Circular.

You must remain connected to the internet at all times during the Meeting in order to vote at the appropriate time. You should allow ample time to check into the Meeting online and complete the related procedures. Please refer to our virtual meeting user guide for instructions for logging into and participating in the Meeting, including a list of compatible web browsers and contact information for technical support. This guide will

be available on sedarplus.ca and on our website at enbridge.com/investment-center/notice-and-access.

Registered Shareholders: Registered shareholders can log into the Meeting online by entering the control number located on their form of proxy, and the password “enbridge2025” (case sensitive).

Beneficial Owners: Beneficial owners may appoint a proxyholder (including themselves), as outlined on page 15 under “Appointment of a third party as proxy”. Duly appointed proxyholders will receive a Username and can log into the Meeting online by entering this Username and the password “enbridge2025” (case sensitive). Beneficial owners who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to ask questions or vote at the Meeting.

Guidelines for the Meeting

These guidelines may vary from time to time depending on logistics and with a view to following best practices in governance. A representative of Enbridge will provide an overview of these guidelines at the Meeting before the Meeting is called to order.

Delivery of meeting materials

As permitted by Canadian securities regulators, we are using notice-and-access to deliver the Circular and our annual report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) to registered shareholders and beneficial owners.

This means that we will post the Circular and 2024 Annual Report online for our shareholders to access electronically. Notice-and-access is a more environmentally friendly and cost-effective way to distribute these materials, as it reduces printing, paper and postage.

You will receive a package in the mail with a Notice of 2025 Annual Meeting and Notice of Availability of Meeting Materials (“Notice”). The Notice will outline the matters to be addressed at the Meeting and explain how to access the Circular and 2024 Annual Report online, how to request a paper copy, and how to return your proxy or voting instructions. You will also receive a virtual meeting user guide and a form of proxy or voting instruction form, as applicable, so you can vote your shares.

We will also mail a paper copy of the Circular and/or 2024 Annual Report to beneficial owners who requested to receive one. All applicable meeting materials will be forwarded to beneficial shareholders at Enbridge’s expense.

Voting information

Please carefully read this section, as it contains important information regarding how to vote your Enbridge shares. Registered shareholders will receive a form of proxy and beneficial owners will receive a voting instruction form.

Who can attend the Meeting and vote?

The Board has fixed March 12, 2025 as the record date for the purpose of determining shareholders entitled to receive the notice of Meeting and to vote at the Meeting (or any adjournment or postponement thereof). Holders of common shares as of 5:00 p.m. (Eastern Time) on the record date are entitled to vote at the Meeting.

Our authorized share capital consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series. Each holder of common shares is entitled to one vote for each common share held. Preference shares do not have voting rights.

Who is soliciting my proxy?

Management of Enbridge is soliciting your proxy in connection with this Circular and the Meeting. The Company has retained Sodali & Co to assist in communications with shareholders, solicit proxies, and provide related advice and support. In connection with these services, Sodali & Co is expected to receive a fee from Enbridge not to exceed $45,000 plus reasonable out-of-pocket expenses. Proxies may be solicited by mail, in person, by telephone or electronically.

If you have any questions or require more information regarding the procedures for voting your shares, you can contact Sodali & Co by telephone at 1-888-999-2717 toll free in North America (1-289-695-3075 by collect call) or by email at assistance@investor.sodali.com.

Enbridge employees may also contact you by any of these methods to encourage you to vote. Enbridge will bear the entire cost of this solicitation, and our employees do not receive a commission or any other form of compensation for it.

Voting recommendations

The Board recommends that you vote:

Voting by Enbridge proxyholders and exercise of discretion

If you appoint Gregory L. Ebel, our President and Chief Executive Officer (“President & CEO”), and Pamela L. Carter, our Board Chair (the “Enbridge proxyholders”) to act and vote on your behalf at the Meeting, as provided in the form of proxy or voting instruction form, but do not indicate how you want to vote your common shares, the Enbridge proxyholders will vote as the Board of Directors recommends (as set out on the previous page under “Voting recommendations”).

The form of proxy or voting instruction form also confers discretionary authority on the person(s) named to vote on any amendment or variation to the matters identified in the notice of Meeting and on any other matter properly coming before the Meeting. As of the date of this Circular, management is not aware of any such amendment, variation or other matter. If, however, any such amendment, variation or other matter properly comes before the Meeting, proxies will be voted at the discretion of the person(s) named on the form of proxy or voting instruction form. If you appoint a proxyholder other than the Enbridge proxyholders, please make them aware and ensure they attend the Meeting for your vote to count.

What is the difference between a registered shareholder and a beneficial owner?

You are a registered shareholder if your common shares are registered directly in your name with our transfer agent, Computershare Trust Company of Canada (“Computershare” or “Transfer Agent”). You may hold your common shares in the form of a physical share certificate or through the direct registration system (“DRS”) on the records of the Transfer Agent in electronic form.

You are a non-registered shareholder (or beneficial owner) if your bank, trust company, securities broker, trustee or other financial institution (your nominee) holds your common shares for you in a nominee account. This means you do not have a physical share certificate and do not hold through the DRS on the records of our Transfer Agent in electronic form. Instead, your common shares are recorded on the nominee’s electronic system.

What does it mean if I receive more than one Notice, form of proxy or voting instruction form?

If you receive more than one Notice, form of proxy or voting instruction form, it means that you hold shares in multiple accounts with the Transfer Agent, brokers or other nominees. The voting process is different for registered shareholders and beneficial owners. Please follow the instructions carefully and vote or provide voting instructions for all of the common shares you own.

How to vote

Enbridge shareholders may vote by proxy before the Meeting or vote at the Meeting, as described below.

1. Voting by proxy before the Meeting

You may vote before the Meeting by completing your form of proxy or voting instruction form in accordance with the instructions provided. Voting by proxy is the easiest way to vote. It means you are giving someone else (called your “proxyholder”) the authority to attend the Meeting and vote on your behalf. The vast majority of shareholders vote by proxy in advance of the Meeting, and we encourage you to do so.

Gregory L. Ebel, our President & CEO, and Pamela L. Carter, our Board Chair, have agreed to act as the Enbridge proxyholders. Proxyholders must vote your common shares according to your instructions, including on any ballot that may be called. If there are changes to the items of business or new items properly come before the Meeting, a proxyholder can vote at their discretion. You can appoint someone else to be your proxyholder. This person does not need to be a shareholder. See “Appointment of a third party as proxy” on page 15.

Registered Shareholders: Registered shareholders will receive a Notice containing instructions on how to access the Meeting materials and a form of proxy outlining the three ways for registered shareholders to vote by proxy before the Meeting:

		You may vote on the internet by logging on to the website indicated on the form of proxy (investorvote.com) and following the website prompts. You may also scan the QR code on your form of proxy.
		You may vote by calling the toll-free telephone number 1-866-732-8683. You will be prompted to provide your control number printed on the form of proxy. If you vote by telephone, you may not appoint a person as proxyholder other than the Enbridge proxyholders named in the form of proxy.
		You may vote by completing, signing and returning the form of proxy in the postage-paid envelope provided.

Proxies, whether submitted through the internet or by telephone or mail as described above, must be received by the Transfer Agent by 1:30 p.m. MT on May 5, 2025. If the Meeting is postponed or adjourned, your instructions must be received not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time the Meeting is reconvened. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at their discretion without notice.

For any voting questions, contact Computershare at 1-866-276-9479 (toll free in North America) or 1-514-982-8696 (outside North America).

Beneficial owners: Beneficial owners will receive a Notice and a voting instruction form through their broker or other intermediary. The Notice contains instructions on how to access the Meeting materials and return your voting instructions. You should carefully follow all voting instructions provided by your broker or intermediary to ensure your shares are voted. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out in this Circular.

Without specific instructions, Canadian brokers and their agents or nominees are prohibited from voting common shares for the broker’s client and U.S. brokers and their agents or nominees are prohibited from voting common shares for the broker’s client with respect to “non-routine” matters, including the election of directors and the non-binding advisory vote on our approach to executive compensation, but may vote such common shares with respect to “routine” matters, including the appointment of an auditor. When a broker is unable to vote on a proposal because it is non-routine and the owner of the common shares does not provide voting instructions, a “broker non-vote” occurs. Broker non-votes have no effect on the vote on such a proposal because they are not considered present and entitled to vote.

For any voting questions, contact your broker, intermediary or nominee.

2. Voting at the Meeting

Registered Shareholders: Registered shareholders may vote at the Meeting by completing a ballot online during the Meeting.

Beneficial owners: If you are a beneficial owner and wish to vote at the Meeting, you must appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you (if permitted) and must follow all applicable instructions provided by your intermediary.

Beneficial owners who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting. This is because the Company and our Transfer Agent do not have a record of the non-registered shareholders of the Company, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.

Appointment of a third party as proxy

The following applies to shareholders who wish to appoint someone other than the Enbridge proxyholders as their proxyholder to attend and participate at the Meeting and vote their shares. This includes beneficial owners who wish to appoint themselves as proxyholder. Failure to complete both Step 1 and Step 2 will result in the proxyholder not being able to ask questions and vote at the Meeting and being able to attend as a guest only.

Step 1

Step 2

How can I change or revoke my vote?

Registered shareholders: You may change a vote you made by proxy by voting again, in advance of the deadline, using any of the available means described on page 14 under “Voting by proxy before the Meeting”. Your new instructions will revoke your earlier instructions.

If you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy.

If you are a registered shareholder and voted by proxy, you can also revoke your voting instructions by:

Beneficial owners: Contact your broker or nominee to find out how to change or revoke your voting instructions and the timing requirements for doing so. Intermediaries may set deadlines for the receipt of revocation notices that are further in advance of the Meeting than those set out in this Circular; accordingly, any revocation should be completed well in advance of the deadline outlined in the voting instruction form to ensure it is given effect at the Meeting.

What is the voting deadline?

If voting by proxy before the Meeting, your proxy must be received by 1:30 p.m. MT on May 5, 2025, regardless of the voting method you choose. If the Meeting is postponed or adjourned, your instructions must be received not later than 48 hours (excluding, Saturdays, Sundays and statutory holidays) before the time the Meeting is reconvened. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at their discretion without notice.

The Company reminds shareholders that only the most recently dated voting instructions will be counted and any prior dated instructions will be disregarded.

Employee savings plan voting information

If you participate in any Enbridge employees savings plan and have Enbridge shares under such plan, you have the right to provide voting directions to the applicable third-party administrator for those Enbridge shares. Enbridge shares held by plan participants will be voted in accordance with the instructions received from the plan participant. If you elect not to provide voting directions to the applicable third-party administrator, the Enbridge shares that you beneficially own under the applicable plan will not be voted.

Please note – plan participants will have an earlier voting deadline so that the voting instructions from plan participants can be processed in time to allow the applicable third-party administrator to vote before the proxy cut-off of 1:30 p.m. MT on May 5, 2025. Please refer to your voting instruction form for details of the cut-off applicable to each plan.

How will votes be tabulated?

Proxies will be counted and tabulated by the Transfer Agent. Proxies will be submitted to management where they contain comments clearly intended for management or to meet legal requirements.

How do I contact the Transfer Agent?

Registered shareholders may contact Computershare, our Transfer Agent, at 1-866-276-9479 (toll free in North America) or 1-514-982-8696 (outside North America), with any voting questions.

Business of the Meeting

Financial statements

Our audited consolidated financial statements for the year ended December 31, 2024, and the report of the auditors thereon will be placed before the shareholders at the Meeting. You can view, download or request a copy of our 2024 Annual Report (which includes the financial statements) by following the instructions on the Notice. You can also view or download a copy from our website (enbridge.com), or you can request a copy from our Investor Relations department using the contact information on page 53. The 2024 Annual Report is also available at sedarplus.ca.

ITEM 1: Election of directors

Shareholders elect directors to the Board for a term of one year, expiring at the end of the next annual meeting. Shareholders will be asked to elect 12 directors at the Meeting. 12 of our 13 current directors are nominated for re-election. Pursuant to our director tenure policy, as set out in our Governance Principles and Guidelines (“Governance Guidelines”), Ms. Carter, our current Board Chair, will retire at the end of the Meeting and will not stand for re-election, as she will have reached the age of 75.

All of the directors standing for election are independent except for Gregory L. Ebel, our President & CEO.

You may vote for all 12 of the director nominees, vote for some and against others, or vote against all of them. Unless you instruct otherwise, the Enbridge proxyholders will vote “FOR” each of the director nominees.

As of the date of this Circular, the Company has received no notice of any other proposed director nominees. Any such nominations would need to be made in accordance with our Advance Notice By-Law as described on page 37 of this Circular.

Vote required for approval:

The director nominees receiving votes cast in their favour that represent a majority of the votes duly cast for and against them at the Meeting will be elected to the Board.

Majority voting for directors

In accordance with and subject to the Canada Business Corporations Act (“CBCA”), directors stand for election each year at the annual meeting of shareholders, and a separate vote of shareholders is taken with respect to each candidate nominated for director. If there is only one candidate nominated for each position available on the Board (an uncontested election), each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy at the meeting. Unelected incumbent directors who fail to achieve a majority vote may continue in office until the earlier of: (a) the 90th day after the election; and (b) the day on which their successor is appointed or elected. Majority voting will not apply in the case of a contested election of directors, in which case the directors will be elected by a plurality of votes of the shares represented in person or by proxy at the meeting and voted on the election of directors.

Nominees for election to the Board

Director nominee profiles

The profiles that follow provide information about the director nominees, including their backgrounds, experience, current directorships, Enbridge shares and deferred share units held and the Board committees they sit on. Additional information about the skills and experience of our director nominees can be found on page 32. There is no familial relationship between any of the current or nominated directors or our executive officers.