Exhibit 99.1

2025 Management

Information Circular

This management information circular (the “Circular”) has been prepared for the holders (the “Shareholders”) of common shares (“Shares”) of South Bow Corporation (“South Bow” or the “Company”) in connection with South Bow’s Annual General Meeting of Shareholders to be held on Thursday, May 15, 2025 at 8:00 a.m. Mountain time (the “Meeting”). References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof.

Notice of 2025 Annual

General Meeting

By Mail		By Telephone		Online
www.southbow.com/investors/shareholder-meeting		1-866-732-VOTE (8683) Toll-free		www.investorvote.com

Dated at Calgary, Alberta, Canada, as of March 27, 2025.

By order of the Board of Directors

“Kate Fischer”

Associate General Counsel & Corporate Secretary

Information for U.S. Shareholders

The solicitation of proxies for the Meeting made pursuant to this Circular is not subject to the requirements applicable to proxy statements under the U.S. Securities Exchange Act of 1934 (the “U.S. Exchange Act”) by virtue of an exemption applicable to “foreign private issuers” (as defined in Rule 3b-4 under the U.S. Exchange Act). Accordingly, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

The enforcement by investors of civil liabilities under U.S. federal or state securities laws may be adversely affected by the fact that the Company and certain of its respective subsidiaries are organized under the laws of jurisdictions outside the United States, that certain of their officers and directors are residents of countries other than the United States, and that the experts named in this Circular are residents of countries other than the United States. As a result, it may be difficult or impossible for Shareholders in the United States to effect service of process within the United States upon the Company or its subsidiaries, any of their respective officers or directors, or the experts named herein, or to enforce judgments obtained in the courts of the United States against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, Shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement before voting.

General Information

Annual Meeting of Shareholders

Date and Time				Location				Record Date
May 15, 2025 8:00 a.m. (Mountain Time)				Virtual Meeting www.meetings.lumiconnect.com/ 400-565-331-857				April 1, 2025

South Bow’s Board of Directors

2		|

Board Nominees

Board Nominees Snapshot

|

3

Matters to Be Acted Upon at the Meeting

The following matters will be acted upon at the Meeting. Your vote is important. South Bow encourages you to review this Circular before casting your vote.

Matters to Be Voted on:

4		|

The aggregate fees billed by KPMG LLP in 2024 are:

|

5

Executive Summary

6		|

On June 22, 2023, South Bow USA Infrastructure Holdings LLC (“U.S. LiquidsCo”) was formed, and on June 23, 2023, each of South Bow Infrastructure Holdings Ltd. (“HoldCo”) and South Bow Canadian Infrastructure Holdings Ltd. (“Canadian LiquidsCo”) were formed, in each case as indirect wholly-owned subsidiaries of TC Energy. In August 2023, the assets of the Liquids Pipelines business of TC Energy were consolidated under these newly formed entities to facilitate the Spinoff. HoldCo, U.S. LiquidsCo, and Canadian LiquidsCo are wholly-owned subsidiaries of South Bow as a result of the Spinoff.

On August 28, 2024, U.S. LiquidsCo and Canadian LiquidsCo closed notes offerings of approximately $5.8 billion (C$7.9 billion) of U.S. dollar-equivalent in aggregate principal amount related to the Spinoff, the net proceeds of which were placed into escrow pending the completion of the Spinoff. Upon completion of the Spinoff, the escrowed funds were released to South Bow and used to repay indebtedness owed by South Bow and its subsidiaries to TC Energy and its subsidiaries. Separately, South Bow established a C$2.0 billion four-year senior unsecured revolving credit facility in the third quarter of 2024, which became available upon completion of the Spinoff.

The Spinoff was completed on October 1, 2024. The Shares began regular-way trading on the Toronto Stock Exchange (“TSX”) on October 2, 2024, and the New York Stock Exchange (“NYSE”) on October 8, 2024.

For more information on the Spinoff, refer to the Company’s news release dated October 1, 2024 and the most recent annual information form (“AIF”) of the Company, both of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and in its filings with the SEC at www.sec.gov.

Company Timeline

Vision and Values

Delivering Energy. Forging Progress. Together.

|

7

Capital Allocation Priorities

South Bow takes a disciplined approach to capital allocation to preserve optionality and maximize total Shareholder returns over the long term. In addition to paying a sustainable base dividend, South Bow will allocate capital to:

Financial Statements

The audited consolidated financial statements of the Company as at and for the year ended December 31, 2024 and the accompanying auditor’s report will be presented to Shareholders at the Meeting. The financial statements, together with the auditor’s report for the year ended December 31, 2024, are available on the Company’s website at www.southbow.com, on its SEDAR+ profile at www.sedarplus.ca, and in its filings with the SEC at www.sec.gov. Shareholders may obtain copies of the Company’s financial statements and management’s discussion and analysis (the “MD&A”) free of charge by contacting the Company’s investor relations department at investor.relations@southbow.com or by telephone at 1-844-318-7826.

8		|

Voting and Other Important Information

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of the Company (“Management”) and the board of directors of South Bow for use at the Meeting to be held virtually using the LUMI virtual meeting platform at https://meetings.lumiconnect.com/400-565-331-857 on Thursday, May 15, 2025 at 8:00 a.m. Mountain time, or at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Meeting.

Solicitation of proxies will primarily be by mail or courier, supplemented by telephone or other personal contact by employees or agents of the Company at nominal cost, and all costs thereof will be paid by the Company.

To enable greater Shareholder attendance and participation, the Company is requiring all Shareholders and others who wish to attend the Meeting to do so virtually at https://meetings.lumiconnect.com/400-565-331-857 and/or vote on the matters before the Meeting by completing a proxy, VIF, or other materials provided by their Intermediary (as defined below), as applicable.

South Bow’s Shareholders consist of registered (or direct) Shareholders and beneficial (or indirect) Shareholders. You are a registered Shareholder if your name appears on a physical share certificate or Direct Registration Service advice issued by the Company’s transfer agent. You are a Beneficial Shareholder if you hold Shares through an intermediary, such as a bank, trust company, securities dealer, broker or other nominee, or a clearing agency (each, an “Intermediary”). Most of South Bow’s Shareholders are Beneficial Shareholders.

If you owned Shares (either directly or indirectly through an Intermediary) as of the Record Date (as defined below), you are entitled to have your vote counted at the Meeting. The instructions provided below set forth the different procedures to be followed to ensure you are represented at the Meeting whether you are a registered or beneficial holder of Shares. If your Shares are held in more than one form, you should sign and submit all forms of proxy and VIFs received in accordance with the instructions provided.

Notice-and-Access

The Company is availing itself of the “notice-and-access” provisions in Canadian securities laws that permit the Company to forego mailing paper copies of this Circular and proxy-related materials to Shareholders and instead make them available for review, print, and download via the internet.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators (“NI 54-101”), Shareholders will receive a package (the “Notice Package”) in the mail containing a form of proxy or VIF, as applicable, a notice outlining the business items to be addressed at the Meeting, as well as information about how to access the Meeting Materials online, how to obtain paper copies of the Meeting Materials at no charge, and how to vote.

The Company uses Broadridge Financial Solutions Inc. to forward the Meeting Materials and Form 54-101F7 – Request for Voting Instructions made by Intermediary (“Form 54-101F7”) to OBOs (as defined below) under NI 54-101. The Company intends to pay for intermediaries, including Broadridge Financial Solutions Inc., to deliver the proxy-related materials to OBOs.

As is set forth in the Notice Package, the Meeting Materials can be accessed directly online on the Company’s SEDAR+ profile located at www.sedarplus.ca and are also available at www.southbow.com/investors/shareholder-meeting. The Notice Package also includes instructions to Shareholders on how to request delivery of printed copies of the Meeting Materials. If you are a registered Shareholder and wish to receive a paper copy of the Meeting Materials or have questions about notice-and-access in advance of the Meeting, contact the Company’s registrar and transfer agent, Computershare, by toll-free telephone at 1-866-962-0498 (toll-free within North America) or 1-514-982-8716 (direct from outside North America). If you are a Beneficial Shareholder and wish to receive a paper copy of the Meeting Materials, you can visit www.proxyvote.com or call 1-877-907-7643 (toll-free) and enter the control number located on the enclosed VIF or, if outside North America, call 1-303-562-9305 (English) or 1-303-562-9306 (French). If you do not have a control number on the enclosed VIF or had any questions about notice-and-access, call toll-free at 1-844-916-0609 (English) or 1-844-973-0593 (French) within North America, or 1-303-562-9305 (English) or 1-303-562-9306 (French) if dialing from outside North America. Shareholders may obtain copies of the Company’s financial statements and MD&A free of charge by contacting the Company’s investor relations department at investor.relations@southbow.com or by telephone at 1-844-318-7826.

10		|

The Company will not employ what is known as “stratification.” Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of their information circular with the notice to certain groups of shareholders. For the Meeting, all Shareholders will receive the Notice Package and will have access to the Meeting Materials through notice-and-access. The Company will only mail paper copies of the Meeting Materials to those registered and Beneficial Shareholders who have previously elected to receive or otherwise request paper copies of the Meeting Materials. All other Shareholders of the Company will receive the Notice Package containing information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting.

Record Date and Quorum

The Board has fixed the record date for the Meeting as the close of business on April 1, 2025 (the “Record Date”). All registered holders of Shares at the close of business on the Record Date will be entitled to vote at the Meeting.

Each Shareholder will be entitled to one vote per Share held.

Under South Bow’s bylaws, the quorum for the transaction of business at the Meeting consists of two persons present and each entitled to vote thereat and representing either in their own right or by proxy or as the duly authorized representative of an institutional Shareholder, 25 per cent of the issued Shares of the Company carrying voting rights at such time.

General

Unless stated otherwise, all references to dollar amounts in this Circular are to United States dollars. Canadian dollar figures provided in this Circular have been calculated based on the average annual exchange rate for 2024 of C$1.00 = U.S.$0.73007, unless otherwise noted.

In this Circular, “you”, “your”, and “Shareholder” refer to direct and indirect holders of Shares and “South Bow” and the “Company” refer to South Bow Corporation, unless otherwise indicated.

Copies of this Circular, as well as the Company’s financial statements to be presented at the Meeting and related MD&A can be obtained under the Company’s profile on SEDAR+ at www.sedarplus.ca and in its filings with the SEC at www.sec.gov. Alternatively, physical copies of the same may be obtained free of charge by contacting the Company’s investor relations department at investor.relations@southbow.com or by telephone at 1-844-318-7826.

Voting Procedures

The Meeting will be held in a virtual-only format, by live audio webcast as a cost-efficient way to engage with Shareholders. Every registered Shareholder and duly appointed proxyholder, regardless of geographic location, will have an equal opportunity to participate at the Meeting and vote on the matters to be considered at the Meeting. The Meeting cannot be attended in person.

A recording of the Meeting will be available on South Bow’s website following the event, including any questions received from Shareholders and South Bow’s responses.

Registered Shareholders and duly appointed proxyholders may attend the Meeting virtually and vote their Shares. Registered Shareholders and duly appointed proxyholders can participate in the Meeting virtually by going to https://meetings.lumiconnect.com/400-565-331-857 and clicking “I have a login” and entering a username and password before the start of the Meeting.

Voting at the Meeting will only be available for registered Shareholders and duly appointed proxyholders who have properly registered. To have your Shares voted at the Meeting, each registered Shareholder and duly appointed proxyholder will be required to enter their control number or username that is provided by Computershare prior to the start of the Meeting.

|

11

Shareholders who wish to appoint a third-party proxyholder, who is not the Management-designated proxyholder, to represent them at the Meeting, including Beneficial Shareholders who wish to appoint themselves or another third party as proxyholder to attend, participate, or vote at the Meeting, must submit their duly completed proxy or VIF and register the proxyholder. See Registering a Third-party Proxyholder and Beneficial Shareholders below for further details.

If you are a Beneficial Shareholder who has not duly appointed yourself as proxyholder, you will be able to attend the Meeting as a guest and listen to the live audio webcast, but you will not be able to participate or vote at the Meeting.

It is important you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. To participate virtually: (i) registered Shareholders must have a valid 15-digit control number; and (ii) duly appointed proxyholders must have received an e-mail from Computershare containing a username after registering.

Appointment and Revocation of Proxies

Registered Shareholders who cannot attend the Meeting virtually may vote by proxy either by mail, personal delivery, phone, or over the internet. Proxies must be completed in accordance with the instructions provided on the form of proxy and must be received by the Company’s transfer agent, Computershare, by 8:00 a.m. Mountain time on May 13, 2025 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the commencement of any adjourned or postponed Meeting. Registered Shareholders must return the properly completed proxy to Computershare as follows:

The Chair of the Meeting will have the discretion to accept or reject proxies deposited in any other manner.

If you return a proxy to Computershare, be sure that the proxy is properly dated, signed, and executed. A proxy returned to Computershare will not be valid unless you or your attorney duly authorized in writing, date, and sign it and, if the registered Shareholder is a company or association, documentation evidencing the power to execute the proxy may be required with signing capacity stated therein. If not dated, the proxy will be deemed to have been dated the date that the proxy was received.

Management has designated Bevin Wirzba, President, CEO, and director of the Company, and Hal Kvisle, Board Chair, as proxyholders to attend the Meeting and act for those Shareholders at the Meeting who have not specified a particular proxyholder. You have the right to appoint a person other than Bevin Wirzba or Hal Kvisle, who need not be a Shareholder of the Company, to be your proxyholder if you choose. If you are returning your proxy to Computershare, such right may be exercised by inserting such person’s name in the blank space provided in the form of proxy and striking out the names of Bevin Wirzba and Hal Kvisle in the form of proxy, or by completing another form of proxy. If you appoint a proxyholder other than Bevin Wirzba or Hal Kvisle, that proxyholder must attend the Meeting virtually using the LUMI platform and vote at the Meeting for your vote to be counted. Registering the proxyholder (other than Bevin Wirzba or Hal Kvisle) is an additional step required once a registered Shareholder has submitted their proxy in order to participate in the virtual Meeting. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username to participate in the virtual Meeting. See below for information on registering a proxyholder.

Submitting Questions at the Meeting

Any registered Shareholder or duly appointed proxyholder who logs in for the virtual Meeting will have the opportunity to ask questions and vote in real time when voting commences. Questions or comments can be submitted throughout the Meeting using the “Messaging” tab of the online platform. Questions that relate to a specific motion must indicate which motion they relate to at the start of the question (e.g., “Directors”) and must be submitted prior to voting on the motion so they can be addressed at the appropriate time during the Meeting. If questions do not indicate which motion they relate to or are received after voting on the motion, they will be addressed during the general question and answer session, after the formal business of the meeting, and the CEO’s remarks. Written questions or comments submitted using the “Messaging” tab of the online platform will be read or summarized by a representative of South Bow, after which the Chair or CEO will respond or direct the question to the appropriate person to respond. If several questions relate to the same or very similar topic, South Bow may group the questions and state that similar questions have been received. Shareholders may submit questions in advance of the Meeting by e-mail to investor.relations@southbow.com, indicating in the subject line that the question is related to the Meeting. These guidelines may vary from time to time depending on logistics and with a view to following best governance practices.

12		|

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 log into the Meeting online and complete the related procedures. Refer to the 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 South Bow’s website at www.southbow.com/investors/shareholder-meeting.

Registering a Third-party Proxyholder

Registered Shareholders who wish to appoint a third-party proxyholder to represent them at the virtual Meeting must submit their proxy prior to registering their proxyholder. The first step is to submit your proxy appointing such third-party proxyholder as set out above. Registering the proxyholder is an additional step once a registered Shareholder has submitted their proxy. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username to participate in the virtual Meeting. To register a proxyholder, Shareholders must visit www.computershare.com/southbowAGM by 8:00 a.m. Mountain time on May 13, 2025 and provide Computershare with the required proxyholder contact information (including an e-mail address), the name in which the Shares are registered, and the Holder Account Number, so that Computershare may provide the proxyholder with a username via e-mail.

Registering your proxyholder and receiving a username is an additional step to be completed AFTER you have submitted your proxy. Without a username, proxyholders will not be able to participate virtually at the Meeting.

Revoking a Proxy

A proxy given pursuant to this solicitation may be revoked at any time prior to its use.

If you are a registered Shareholder and have given a proxy, you may revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by the proxy. Proxies may be revoked by depositing a written instrument giving notice of revocation at the office of Computershare, set out above, or at the registered office of South Bow, 707 5 Street SW, Calgary, AB, T2P 1V8, Attention: Corporate Secretary, on or before the last business day preceding the day of the Meeting at which such proxy is to be used. The written notice of revocation must be executed by you or by an officer (if the registered Shareholder is a corporation or association) or attorney upon presentation of your written authorization.

Proxies may also be revoked by: (a) executing another form of proxy bearing a later date and depositing the same at the offices of Computershare, prior to the deadline for depositing proxies set out above; (b) by attending the Meeting virtually and voting your Shares; (c) depositing an instrument or act in writing with the chairperson of the Meeting on the day of the Meeting or an adjournment; or (d) any other manner permitted by applicable law.

If you are a registered Shareholder who has submitted a proxy and you attend the Meeting via the live audio webcast, any votes you cast on a ballot at the Meeting virtually will be counted and the submitted proxy will be disregarded.

Only registered Shareholders have the right to revoke a proxy. Beneficial Shareholders that wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact their Intermediary to arrange to change their voting instructions.

Voting of Shares Represented by Management Proxies

Registered Shareholders

On any matter to be acted upon or any ballot that may be called for at the Meeting, the Shares represented by each properly executed proxy in favour of the persons designated in the enclosed proxy received by South Bow will be voted in accordance with the instructions given by the registered Shareholder. In the absence of such specifications in an enclosed proxy where the registered Shareholder has appointed the persons whose names have been pre-printed in the enclosed proxy as the Shareholder’s nominee at the Meeting, the Shares represented by such proxies will be voted FOR each of the matters specified in this Circular.

The enclosed proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. As of the date of this Circular, the Management of South Bow knows of no such amendments, variations, or other matters to come before the Meeting. However, where a registered Shareholder has appointed the persons whose names have been pre-printed in the enclosed proxy as the registered Shareholder’s nominee at the Meeting, if any amendments or variations to matters identified in the Notice of Meeting or other matters which are not now known to Management of South Bow should properly come before the Meeting, the enclosed proxy may be voted on such matters in accordance with the best judgment of the person voting the proxy.

|

13

Beneficial Shareholders

The information set out in this section is important to many of South Bow’s Shareholders as a substantial number of South Bow’s Shareholders do not hold their Shares in their own names.

If your Shares are not registered in your name, they are held by an Intermediary, on your behalf, which makes you a beneficial Shareholder (the “Beneficial Shareholder”).

There are two kinds of Beneficial Shareholders:

In accordance with the securities regulatory policies, the Company has distributed copies of the Notice Package to the Intermediaries for onward distribution to the Beneficial Shareholders. The Company uses Broadridge Financial Solutions Inc. to forward the Meeting Materials and Form 54-101F7 to OBOs under NI 54-101.

Intermediaries are required to forward the Notice Package to each Beneficial Shareholder unless the Beneficial Shareholder has waived the right to receive them. Beneficial Shareholders who have not waived the right to receive the Notice Package will also receive either a VIF or, less frequently, a form of proxy. The purpose of these forms is to permit Beneficial Shareholders to direct the voting of the Shares they beneficially own.

Each Intermediary will have its own procedures to permit voting of Shares held on behalf of Beneficial Shareholders, including requirements as to when and where proxies or VIFs are to be delivered. If you are a Beneficial Shareholder, you should carefully follow the instructions provided by your Intermediary to ensure your Shares are voted at the Meeting.

If you are a Beneficial Shareholder and wish to personally vote at the virtual Meeting, change voting instructions given by you to your Intermediary, or revoke voting instructions given by you to your Intermediary, follow the instructions given by your Intermediary or contact your Intermediary directly to discuss what procedure to follow.

If you are a Beneficial Shareholder located in the United States and wish to attend the Meeting and vote online (or have another person attend and vote on your behalf), in addition to the steps described above (and the steps below regarding registering), you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the legal proxy form and the VIF sent to you or contact your Intermediary to request a legal proxy form or a VIF if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to Computershare via e-mail to uslegalproxy@computershare.com or by courier to Computershare, 100 University Ave, 8th Floor, Toronto, Ontario, M5J 2Y1, Attn: Proxy Department. Your request must be labelled “Legal Proxy” and be received no later than the voting deadline of May 13, 2025 at 8:00 a.m. Mountain time.

If an Intermediary who is the registered holder of, or holds a proxy in respect of Shares owned by you, receives your proper instructions to vote (or have another person vote on behalf of you), such Intermediary is required under NI 54-101 to arrange, without expense to you, to appoint you as a Beneficial Shareholder or your nominee, as proxyholder in respect of your Shares. Under NI 54-101, if the Intermediary makes an appointment in this manner, you or your nominee, as applicable, must be given authority to attend, vote, and otherwise act for and on behalf of the Intermediary (who is the registered Shareholder) in respect of all matters that come before the Meeting and any adjournment or postponement of the Meeting. An Intermediary who receives such instructions at least one business day before the deadline for submission of proxies is required to deposit the proxy within that deadline, in order to appoint you, the Beneficial Shareholder, or your nominee, as proxyholder. Once the proxy has been submitted, you, the Beneficial Shareholder, or your nominee, must be registered with Computershare as a proxyholder. Registering the proxyholder is an additional step that can only be completed once the Beneficial Shareholder has submitted their proxy or VIF (as applicable). Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username to participate in the Meeting.

To register a proxyholder, Beneficial Shareholders must visit www.computershare.com/southbowAGM by 8:00 a.m. Mountain time on May 13, 2025 and provide Computershare with the required proxyholder contact information (including an e-mail address), the name in which the Shares are registered, and the CUID of the Intermediary where the Shares are held, so that Computershare may provide the proxyholder with a username via e-mail.

Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or VIF. Without a username, proxyholders will not be able to participate online at the Meeting.

Beneficial Shareholders that wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact their Intermediary to arrange to change their voting instructions.

14		|

Voting Securities and Principal Holders Thereof

The authorized share capital of the Company consists of an unlimited number of Shares and first preferred shares and second preferred shares in an amount not to exceed, in aggregate, 20 per cent of the number of issued and outstanding Shares. As of the date of this Circular, 208,220,631 Shares were issued and outstanding, each such Share carrying the right to one vote at the Meeting.

Subject to the provisions of the CBCA, and except as provided in the articles of the Company, the holders of the first preferred shares and second preferred shares shall not be entitled to receive notice of or attend any meeting of the Shareholders of the Company and shall not be entitled to any vote at any such meeting.

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10 per cent or more of the voting rights attached to any class of voting securities of the Company.

Proposals for the 2026 Meeting

South Bow is subject to the provisions of the CBCA with respect to shareholder proposals. As provided in the CBCA, simply submitting a shareholder proposal does not guarantee its inclusion in the management information circular.

Shareholder proposals submitted pursuant to applicable provisions of the CBCA that a Shareholder intends to present at the annual meeting of Shareholders to be held in 2026 (the “2026 Meeting”) and wishes to be included in South Bow’s management information circular for the 2026 Meeting must be received by the Company within the prescribed period, as outlined in the CBCA and associated regulations, and no later than 5:00 p.m. Mountain time on February 14, 2026. Such proposals must also comply with all applicable provisions of the CBCA and the regulations thereunder. The 2026 Meeting is expected to be held in May 2026.

All shareholder proposals must be mailed to the Corporate Secretary at South Bow Corporation, 707 5 Street SW, Calgary, Alberta, Canada, T2P 1V8, or sent by e-mail to corporatesecretary@southbow.com, and received by the deadline indicated above. As described below in the Majority Voting & Advance Notice Policies section of the Circular, pursuant to South Bow’s Bylaw No. 1, if a Shareholder intends to nominate a person for election as a director of South Bow at an annual meeting of Shareholders, other than pursuant to a shareholder proposal, such nomination must comply with the procedures set out in the bylaw, including providing timely notice in proper written form.

|

15

Election of Directors

Information on the Nominated Directors

The following provides information on the 11 director nominees including: (i) their province or state and country of residence; (ii) the period during which each has served as a director; (iii) their principal occupation, business, or employment currently and during the last five years; and (iv) the South Bow securities which each beneficially owned, directly or indirectly, or over which control or direction was exercised as of the date of this Circular. The information as to principal occupation, securities currently held, and directorships with other public issuers, not being within the knowledge of the Company, has been furnished individually by the respective directors.

|

17

Collectively, as of the date of this Circular, the directors and executive officers of the Company own 266,105 Shares, representing approximately 0.13 per cent of Shares issued and outstanding.

None of the proposed directors is, as at the date hereof, or was within 10 years before the date hereof, a director, CEO, or chief financial officer (“CFO”) of any company, including South Bow, that: (a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (a “Cease Trade Order”) that was issued while the proposed director was acting in the capacity as director, CEO, or CFO of such issuer; or (b) was subject to a Cease Trade Order that was issued after the proposed director ceased to be a director, CEO, or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO, or CFO.

None of the proposed directors: (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company, including South Bow, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold its assets; or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager, or trustee appointed to hold the assets of such director.

None of the proposed directors has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

28		|

Corporate Governance

Responsibilities of the Board

Overview

South Bow believes responsible corporate governance practices build trust with the Company’s stakeholders and are foundational to generating long-term shareholder value, including by promoting effective decision-making at the Board level and across the organization. South Bow, its Board, and Management are committed to implementing best practices in corporate governance and accountability.

The Board is responsible for the overall corporate governance of the Company, and the Board regularly monitors and seeks to improve the Company’s corporate governance practices through the evaluation of regulatory developments and the practices of South Bow’s peer companies.

South Bow is listed on the TSX and NYSE and complies with the corporate governance and other requirements of such stock exchanges, the requirements of the CBCA, and all other applicable Canadian and U.S. securities regulatory authorities. South Bow is a “foreign private issuer” for purposes of U.S. securities regulatory requirements, and accordingly, is permitted to follow home country (Canadian) practice rather than certain governance requirements set out in the NYSE rules, provided South Bow discloses any significant differences between its governance practices and those required by the NYSE.

The Board carries out its mandate and exercises its duties directly and through its committees. The Board has four standing committees:

Management determined that all members of the Audit Committee are financially literate, and that Shannon Ryhorchuk, Chair of the Audit Committee, qualifies as an “audit committee financial expert” under applicable Canadian and U.S. securities laws, including the NYSE.

The full text of South Bow’s corporate governance guidelines, key policies, articles and bylaws, charters for the Board and each committee, and terms of reference for the Board Chair and CEO are available on the Company’s website at www.southbow.com/about/governance.

Key Governance Guidelines and Practices

30		|

Board Roles and Structure

Board of Directors

The Board is comprised of 11 directors, 10 of whom are independent pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices being Hal Kvisle, Chansoo Joung, George Lewis, Leonard Mallett, Robert (Bob) G. Phillips, Sonya Reed, Shannon Ryhorchuk, Mary Pat Salomone, Frances M. Vallejo, and Don Wishart, making a majority of the members of the Board independent. Bevin Wirzba, as President and CEO of the Company, is not independent. These 11 directors are nominated for election at the Meeting.

The responsibilities of the Board and Management to act with due care in the best interests of South Bow and its Shareholders are well defined by law and both Management and the Board recognize their respective duties and obligations. South Bow’s independent directors regularly meet without the presence of non-independent directors and members of Management, and time is scheduled at each Board meeting for in-camera sessions.

The Board’s key priorities are strategy, risk management, governance, and leadership succession. Corporate objectives are reviewed by the Board throughout the year. The Board has the mandate, as set forth in its Charter, to approve the strategic direction of South Bow and to oversee its implementation by Management. To assist in fulfilling this responsibility, the Board has specifically recognized its responsibility for several areas, including:

Decisions regarding the ongoing day-to-day management of the Company are made by Management of South Bow. The Board supports and encourages the members of Management in the performance of their responsibilities, and non-executive directors are encouraged to provide their counsel as needed. The Board meets regularly to review the strategy, business operations, risks, financial management and financial statements, human capital management, and ethical conduct of South Bow and also discharges, in part, its responsibility through the Board committees. The frequency of the meetings of the Board, as well as the nature of agenda items, change depending upon the state of South Bow’s affairs and in light of opportunities that arise, or risks which South Bow faces. In each fiscal year, South Bow intends to hold meetings of the Board at least once per fiscal quarter. When business requires that a Board meeting cannot be called within a reasonable time, decisions are made by written resolution signed by all directors.

The Board participates fully in assessing and approving strategic plans and considering key prospective decisions proposed by Management. To ensure that the principal business risks borne by South Bow are appropriate, the directors receive and comment on periodic reports from Management as to South Bow’s assessment and management of such risks. The Board regularly monitors the financial performance of South Bow, including receiving and reviewing periodic management reports. The Board, directly and through its Audit Committee, assesses the integrity of South Bow’s internal controls and information systems.

The independent directors of South Bow meet regularly to fulfill their responsibilities, including through in-camera sessions without the presence of non-independent directors and Management several times annually. During the year ended December 31, 2024 , the independent directors of South Bow met without the presence of non-independent directors and Management at each of their meetings. To facilitate open and candid discussion amongst the independent directors, members are encouraged to meet and discuss matters outside of the Board meeting forum. The Board anticipates that such meetings can and will continue to be held in the future, either formally or informally.

The attendance record for all Board meetings held during the year ended December 31, 2024 and all directorships with other public entities for each of the Company’s directors are set forth herein.

Position Descriptions

The Board is responsible for the stewardship of the Company and for the supervision of the management of the business and affairs of the Company. The Board has adopted a formal charter setting out the role and responsibilities of the Board, a copy of which is attached hereto as Schedule “A” to this Circular.

In order to delineate the roles and responsibilities of the Chair of the Board and the President and CEO, the Board has adopted written position descriptions for each of these positions.

|

31

Chair of the Board

The Chair of the Board, as an independent member of the Board and subject to the Chair’s annual election by South Bow’s Shareholders, is appointed for a renewable term of four years, which can be extended for such further period as may be deemed appropriate by the Board in its discretion. The Chair has the responsibility to: (i) act as the principal sounding board, counselor, and confidant for the CEO, including helping to review strategies, define issues, maintain accountability, build relationships, and is the primary conduit of independent director feedback to the CEO and the CEO’s feedback to independent directors; (ii) at the request of the CEO, provide advice on major policy issues; (iii) in cooperation with the CEO, assist in representing the Company in a general industry and community context; (iv) ensure the CEO is aware of concerns of the Board, Shareholders, other stakeholders, and the public; (v) lead the Board in monitoring and evaluating the performance of the CEO, ensure the accountability of the CEO, and ensure implementation of the Management succession and development plans by the CEO; (vi) assess, in conjunction with the Human Resources Committee and the Board, the performance of the CEO and other senior executive officers, and provide input with respect to compensation and succession; (vii) liaise closely with the CEO to ensure Management strategies, plans, and performance are appropriately represented to the Board; (viii) at the request of the CEO, provide assistance on major policy issues such as acquisitions, divestitures, and new strategic initiatives, while assisting in representing the Company at senior levels of industry or government to promote specific corporate objectives; and (ix) in times of crisis, align with the CEO to maintain the Company’s trust and confidence in the Board and Management to respond to the crisis.

President and CEO

The President and CEO’s primary responsibilities include: (i) providing overall leadership and vision in developing, in concert with the Board, the Company’s strategic direction, the Company’s values, and the tactics and business plans necessary to realize South Bow’s corporate objectives; (ii) managing the overall business to ensure strategic and business plans are effectively implemented within the authority limitations delegated by the Board, the results are monitored and reported to the Board, and financial and operational objectives are attained; (iii) managing the business to create sustainable long-term shareholder value; and (iv) ensuring the identification and communication to the Board of all material risks along with management and mitigation plans and procedures.

The full text of the Chair of the Board and President and CEO position descriptions are available on South Bow’s website at www.southbow.com/about/governance.

Committee Chairs

The Board has also developed position descriptions for the Chair of each committee. The position descriptions for the Chair of each committee are contained in the committee charters, available on South Bow’s website at www.southbow.com/about/governance.

32		|

Board Committees

The Board performs the responsibilities in its Charter, in part, through the activities of its four committees. Each committee has a formal Charter that is reviewed and approved annually and can be obtained upon request of the Corporate Secretary of South Bow by e-mail at corporatesecretary@southbow.com or on the Company’s website at www.southbow.com. Committees meet quarterly and committee membership is reviewed at least annually. Below is the composition of the four committees of the Board as well as a summary of their key responsibilities.

Note:

Board Effectiveness, Composition, Education, and Renewal

Board Effectiveness

The Governance and Risk Committee is responsible for implementing processes for assessing the effectiveness of the Board and its committees and for assessing the contribution of each of South Bow’s directors.

|

33

The Governance and Risk Committee monitors the performance of the Board and its committees, and considers whether the current mix of directors’ skills, expertise, and experience appropriately supports achieving South Bow’s strategic goals, while carrying out the mandate of the Board.

The Governance and Risk Committee has adopted a formal process to assess the effectiveness of the Board, each committee, Board and committee chairs, and directors individually. Annually, the Governance and Risk Committee seeks feedback via a formal questionnaire on Board and committee effectiveness and reviews the skills of individual directors in the context of the overall committee and Board mix. This assessment is supplemented by one-on-one conversations between directors and the Board Chair. The combined feedback received is reported to the Governance and Risk Committee Chair to review with the committee, the Board Chair, and the Board.

Every three years, the Governance and Risk Committee will engage a third-party advisor to support an in-depth assessment on the effectiveness of the Board, its committees, the Board and committee chairs, and individual directors. The feedback will be reported to the Governance and Risk Committee Chair to review with the committee, the Board Chair, and the Board.

Director Skills Matrix

The Board believes a broad range of skills and expertise is necessary for the Board to discharge its responsibilities. Specific skills and expertise must be considered in the context of integrity and good judgment, together with the ability to devote sufficient time to Board affairs. The Governance and Risk Committee uses the skills matrix to assess the strengths and adequacy of the composition of the existing Board, as well as assisting with the recruitment process for new directors. The Governance and Risk Committee has determined that there are currently no gaps in the necessary skills for effective board oversight at South Bow.

The following skills matrix outlines the knowledge, experience, and backgrounds of the directors.

34		|

Orientation and Continuing Education

South Bow has established an orientation and education program for Board members whereby the Company ensures that new directors become and stay familiar with the Company and its business and operations. New directors are provided with an orientation and education program that includes written information about the duties and obligations of directors, the business and operations of the Company, key governance and human resources documents, documents from recent Board meetings, and opportunities for meetings and discussion with senior Management and other directors. The Governance and Risk Committee ensures every director possesses the capabilities, expertise, attributes, and knowledge required to fill their position adequately. From time to time, South Bow arranges on-site tours of its operations for its directors.

The Governance and Risk Committee also ensures all new directors fully understand the role of the Board and its committees, as well as the contributions individual directors are expected to make, including the commitment of time and resources South Bow expects from its directors. All new directors are expected to understand the nature and operation of South Bow’s business.

In recognition that the Board was established and all directors joined in 2024, Management and the Governance and Risk Committee organized in-person and virtual orientation sessions to facilitate the directors building their familiarity with the Spinoff, South Bow’s vision and values, assets, business, and strategy.

While South Bow has not established a formal education program for its directors, the Governance and Risk Committee provides continuing education opportunities for all directors so individuals may maintain or enhance their skills and abilities as directors, and to ensure their knowledge and understanding of South Bow’s business and operations remains current. In addition, South Bow provides each director with a $6,000 budget every two years to partake in appropriate educational opportunities.

In 2024, the Board received presentations from Management and external experts during regular meetings and at scheduled orientation and education sessions. Some examples of specific presentations to the Board in 2024 include:

|

35

Director Term Limits and Other Mechanisms of Board Renewal

The Board believes the need to have experienced directors who are familiar with the business of the Company must be balanced with the need for renewal and fresh perspectives. Pursuant to the Corporate Governance Guidelines, directors are eligible to serve until the earlier of attaining the age of 75 and serving a maximum of 15 years on the Board, provided however, that notwithstanding the 75 year retirement age, each director nominee will be eligible to serve on the Board for five years. This retirement age and term limit policy, combined with individual director assessments and the Board evaluation process, enable the Board to confirm that skilled and effective directors are nominated for election and allow the Board to properly conduct its succession planning with reference to its skills, diversity, and expertise requirements. The Board reserves the right, upon recommendation of the Governance and Risk Committee, to apply discretion to permit a current director or director nominee to stand for election beyond the retirement age or term limit. The Governance and Risk Committee also reviews events or matters that may trigger resignation or retirement of directors, such as changes in principal occupation, board interlocks, and other relevant circumstances. This approach enables South Bow to make decisions regarding the composition of its Board and senior executive officers based on what is in the best interests of the Company and its Shareholders.

Nomination of Directors

The Board has the ultimate responsibility for the assessment, appointment, and nomination of directors, performing this function with the assistance of the Governance and Risk Committee. The Governance and Risk Committee has the responsibility for assessing potential nominees, screening their qualifications against the current skill and experience requirements of the Board and committees, and making recommendations to the Board. The Governance and Risk Committee reviews each year the general and specific criteria applicable to candidates to be considered for nomination to the Board. The objective of this review is to maintain the composition of the Board to ensure an effective mix of skills and experience to guide the long-term strategy and ongoing business operations of the Company. This review considers the desirability of maintaining a balanced diversity of backgrounds, skills and experience, and of personal characteristics such as age, gender, and the geographic residence of the directors. The Governance and Risk Committee also considers the provisions of the Board Diversity Policy when assessing director nominee candidates. See also Report on Corporate Governance – Diversity within this Circular.

In addition, a review of potential board candidates includes an assessment of independence under Canadian and U.S. securities legislation and applicable stock exchange rules, review of board interlocks and related conflicts of interest, and an analysis under the U.S. Clayton Antitrust Act and any other applicable legislation regarding interlocking directors.

Strategy

Strategic Planning and Performance Oversight

The Board oversees the development and execution of South Bow’s long-term strategic plans and shorter-term financial and operational objectives and initiatives. The Board participates in strategic planning sessions to ensure that Management develops corporate strategic priorities and objectives, ultimately approving the resulting strategic plan, and monitoring performance against it over time. Management is responsible for the development of South Bow’s corporate strategy, while the Board’s role is to review, challenge, validate, and approve the strategic plan and any material changes to the Company’s strategies. The Board expects to hold extended, dedicated strategy sessions annually, with the first such dedicated session anticipated to be held in June 2025. In addition, every Board meeting includes discussions of South Bow’s strategic plans and a review of strategic opportunities available to the Company.

Annually, Management recommends the capital and operating budgets for approval of the Board for the following fiscal year. Any significant changes to the budget throughout the year are reviewed and must be approved by the Board. The Board receives quarterly updates on South Bow’s financial and operational performance. The Board approves a corporate scorecard as a tool to align and assess performance amongst the Board, Management, and employees broadly.

Risk Management

The Board is responsible for oversight of the identification of the principal risks of the business on an ongoing basis and for ensuring that Management has implemented appropriate strategies to manage these risks. The Board is responsible for understanding and counseling on key risk decisions, which includes comprehending the appropriate balance between risks and benefits. The Governance and Risk Committee has been delegated the responsibility to oversee South Bow’s enterprise risk management activities, including ensuring appropriate management systems are in place to identify, monitor, report on, and manage risks, as well as adequate Board oversight of South Bow’s risk management policies, programs, and practices.

36		|

Governance

Ethical Business Conduct

The Board has adopted a written Code of Business Ethics Policy (the “COBE”) for its directors, officers, employees, and consultants, a copy of which is given to each new director at the time of appointment and is available on the Company’s website at www.southbow.com. The Audit Committee is responsible for assisting the Board in dealing with conflicts of interest issues, reviewing and reassessing the adequacy of the COBE annually, and recommending changes to the Board. The COBE is intended to:

The COBE also provides guidance on the confidential and anonymous means whereby individuals can report concerns related to compliance with applicable laws, rules and regulations, corporate reporting and disclosure, accounting practices, accounting controls, auditing practices, and other matters relating to fraud against stakeholders of the Company. The Board promotes an environment of ethical behaviour by encouraging directors, officers, and employees to report any violations of the policy. South Bow also engages an independent corporate whistleblower service to provide a secure, confidential, and at the reporter’s election, anonymous platform for concerned individuals, including employees and contractors, to raise issues they believe may have a legal, ethical, or compliance impact on the Company, its employees, or stakeholders.

Certain directors of South Bow serve as directors or officers of other reporting issuers or have significant shareholdings in other companies. To the extent that such other companies may participate in business ventures in which the Company may participate, the directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. A director who is in a position where their private interests conflict with the interests of South Bow or may have an adverse effect on the director’s motivation or the proper performance of their job must notify the Chair of the Audit Committee of the existence of an actual or potential conflict of interest. In the event that such a conflict of interest arises at a meeting of the Board, the director who has such a conflict is obligated to disclose the interest and to refrain from discussing and from voting for or against the approval of such matter. Any director who may have an interest in a transaction or agreement with the Company is required to disclose such interest and abstain from discussions and voting in respect of same if the interest is material as required by the CBCA.

In considering related party transactions, the Board and Management, if applicable, will assess the materiality of related party transactions on a case-by-case basis with respect to both the qualitative and quantitative aspects of the proposed related party transaction. Company officers and employees are similarly required to disclose all actual or potential conflicts of interest and to protect the Company’s confidential information and business opportunities.

To help ensure conflicts of interest are dealt with appropriately, directors that are conflicted will refrain from discussing and voting on those matters. Individual directors and committees may, in appropriate circumstances, engage independent professional advice at the expense of the Company. The Board and the Board committees also have access to senior Management, although contact is usually in the context of committee responsibilities.

Related party transactions in the normal course of business are subject to the same processes and controls as other transactions; that is, they are subject to standard approval procedures and Management oversight but will also be considered by Management for reasonability against fair value determined on an arm’s length basis. Related party transactions that are found to be material are subject to review and approval by the Company’s Audit Committee, which is comprised of independent directors.

The Board is committed to best practices in making timely and accurate disclosure of all material information and providing fair and equal access to material information. The Board has adopted a written Public Disclosure and Trading Policy and Communications Policy to set guidelines for the Company and its directors, officers, employees, and consultants in respect of satisfying the legal and ethical obligations related to the proper and effective disclosure of corporate information and the trading of securities with that information.

The Board has adopted an Avoiding Bribery and Corruption Policy to provide guidance to help ensure the Company, together with its directors, officers, employees, consultants, and contractors, conducts its business in an honest and ethical manner, reflecting the highest standards of integrity and in compliance with all relevant laws and regulations applicable to it and in compliance with anti-corruption legislation applicable to the Company and its subsidiaries.

|

37

The Board has adopted an Equal Opportunity and Non-discrimination Policy and Harassment-free Workplace Policies in Canada and the U.S to facilitate an environment that is free from unlawful discrimination and harassment. All individuals within the organization are required to conduct themselves in a professional and appropriate manner and refrain from engaging in discrimination or harassment.

The Public Disclosure and Trading Policy, Communications Policy, Avoiding Bribery and Corruption Policy, Equal Opportunity and Non-discrimination Policy, and Harassment-free Workplace Policies in Canada and the U.S. are all available on the Company’s website at www.southbow.com, to encourage and promote a culture of ethical business conduct as described above.

Diversity

South Bow is committed to maintaining diversity of its Board by actively seeking qualified candidates who meet diversity criteria founded on a merit-based system for Board composition.

South Bow has adopted a formal Board Diversity Policy and is committed to having 30 per cent women on its Board and at least one director who identifies as racially or ethnically diverse. As of the date of this Circular, 36 per cent of South Bow’s directors were female and 27 per cent identified as racially or ethnically diverse. When identifying new candidates for nomination to the Board, the Governance and Risk Committee takes into account a variety of factors, including the judgment, skill, integrity, reputation, and experience, both in business and otherwise, of the candidate, the number of other boards or other organizations with which the candidate is involved, and with due consideration given to diversity of gender, sexual orientation, age, race, ethnicity, nationality, cultural background, and other factors the Governance and Risk Committee sees fit.

The CBCA requires diversity disclosure for directors and members of senior Management for four “designated groups”, being: women; members of visible minorities; Aboriginal peoples; and persons with disabilities.

For CBCA purposes, “members of senior management” is defined to include the Chair of the Board, who is an independent director and not a member of Management, as well as “executive officers” as defined in National Instrument 51-102 – Continuous Disclosure Obligations. South Bow’s “executive officers” consist of 12 officers: the President & CEO, three Senior Vice-Presidents and eight Vice-Presidents. The representation, as self-identified, for these four designated groups, as at the date of this Circular is:

The Board is responsible for attracting and retaining highly qualified executives with the necessary experience and perspective to advance South Bow’s strategic objectives. Regarding diversity, the Board aims to ensure that the executive team reflects that of South Bow’s workforce and supports the organization’s culture.

The Board does not have mandatory targets or quotas for women in senior executive positions, but both the Board and the executive team are exploring ways to enhance gender and other forms of diversity within South Bow’s leadership. The Board acknowledges the advantages of diverse management teams, which utilize various skills, expertise, and industry experience, and benefit from different perspectives.

South Bow is committed to fostering a diverse and inclusive workplace where all team members feel engaged, recognized, and empowered. Promoting a workforce rich with diverse ideas, backgrounds, and perspectives can enhance performance and help deliver on South Bow’s social responsibilities. A representative workforce helps build relationships and trust by better understanding the needs of the Company’s customers, partners, and communities. South Bow is focused on developing its workforce through leadership programs, succession planning for critical roles, and career development and mobility across the organization. Inclusive practices are embedded in compensation programs, flexible work arrangements, and other benefits to support employees’ diverse needs.

Environmental and Social Oversight

At South Bow, safe and responsible delivery of energy is core to the Company’s vision and values, reflecting what is important to South Bow and guiding effective decision-making and engagement with stakeholders.

38		|

This approach starts with the Board. The Board provides governance around sustainability, overseeing South Bow’s overall sustainability strategy and performance management, including the integration of environmental and social considerations into the Company’s long-term strategic planning. The following outlines the Board and Committee oversight of sustainability-related matters:

Information Security and Cybersecurity Risk Oversight

The Audit Committee oversees information security and cybersecurity risk. To keep the Audit Committee informed of these risks, Management provides quarterly updates on the Company’s security matters and discloses cybersecurity incidents, threat intelligence, phishing exercise effectiveness, and vulnerability management information. The Company’s robust program identifies and mitigates cybersecurity risks by strengthening its people’s skills, processes, and technology.

Governance, Risk, and Compliance

South Bow’s cybersecurity threat management program adheres to industry standards, including those set by the National Institute of Standards and Technology, and regulatory requirements. The South Bow framework is underpinned by policies, standards, and procedures that specify how system security is managed, ensuring South Bow’s operational technology and information system assets are equipped with the appropriate architecture, processes, and controls to safeguard against cybersecurity threats.

|

39

Security Operations, Defense, and Response

South Bow’s security operations centre monitors for potential threat activities and responds to alerts at all times. A layered defense approach reduces the impact of potential incidents and improves its ability to detect and respond to cybersecurity alerts.

Stakeholder Awareness and Training

South Bow maintains a comprehensive cybersecurity training and awareness program. Formal cybersecurity training is incorporated into the corporate training curriculum and must be completed upon hiring and annually thereafter. Employees engage in regular security awareness education, including monthly exercises designed to strengthen their ability to identify and report suspicious phishing e-mails. Acceptable usage training is conducted annually.

South Bow engages independent third parties to assess its cybersecurity threat management program and to evaluate its ability to protect, respond, and recover from potential threats. Additionally, the Company actively monitors for any potential cybersecurity risks. The Company has cyber-related insurance in place and, to the best of its knowledge, has not experienced an information security breach as of the date of this Circular.

Majority Voting and Advance Notice Policies

South Bow has adopted a majority voting policy (the “Majority Voting Policy”) such that a director must tender their resignation if they receive more “against” votes than “for” votes at any uncontested meeting of the Shareholders at which directors are elected, and that their resignation takes effect upon acceptance by the Board. The Majority Voting Policy aligns with the majority voting requirements under the CBCA and provides that, in director elections where the number of nominated directors is the same as the number of director positions available (an uncontested election), each candidate is elected only if the number of votes cast in their favour represents a majority (50 per cent plus one vote) of the votes cast for and against them by the Shareholders who are present in person or represented by proxy at the meeting and voted on the election of directors. Unelected incumbent directors who fail to achieve a majority vote may continue in office until the earlier of: (a) the ninetieth day after the election; and (b) the day on which their successor is appointed or elected. The Majority Voting Policy does not apply if there is a proxy contest over the election of directors. 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.

Directors are elected at each annual meeting of Shareholders and nominations for directors are required to be made in accordance with the Company’s advance notice policy (the “Advance Notice Policy”). The Advance Notice Policy relates to the nominations of the directors of the Company, which establishes a framework for advance notice of nominations of persons for election to the Board. The Advance Notice Policy sets deadlines of a prescribed number of days before a Shareholder meeting for a Shareholder to notify South Bow of its intention to nominate one or more directors, and explains the information that must be included with the notice for it to be valid. The Advance Notice Policy applies at an annual or special meeting of Shareholders that was called to elect directors, whether or not the meeting was also called for other purposes, and may be waived by the Board. It does not affect the ability of Shareholders to requisition a meeting or make a proposal under the CBCA.

In the case of an annual meeting of Shareholders, notice to the Company pursuant to the Advance Notice Policy must be given not less than 30 days before the date of the annual meeting of Shareholders; provided, however, that in the event that the annual meeting of Shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the nominating Shareholder may be given not later than the close of business on the tenth day following the Notice Date. In the case of a special meeting, which is not also an annual meeting, of Shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company pursuant to the Advance Notice Policy must be given not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting of Shareholders was made. In the case of an annual meeting of Shareholders or a special meeting of Shareholders called for the purpose of electing directors (whether or not called for other purposes) where notice-and-access is used for delivery of proxy-related materials, notice to the Company pursuant to the Advance Notice Policy must be given not less than 40 days before the date of the annual meeting of Shareholders or the special meeting of Shareholders (but in any event, not prior to the Notice Date); provided, however, that in the event that the annual meeting of Shareholders or special meeting of Shareholders is to be held on a date that is less than the Notice Date on which the first public announcement of the date of the annual meeting or special meeting of Shareholders was made, notice by the nominating Shareholder may be given not later than the close of business on the tenth day following the Notice Date for an annual meeting, and not later than the close of business on the fifteenth day following the Notice Date for a special meeting.

As of the date of this Circular, the Company had not received any additional director nominations for the Meeting.

A copy of the Advance Notice Policy is available within the Company’s bylaws on South Bow’s website at www.southbow.com/about/governance.

40		|

Director Compensation

Objective of Director Compensation

The main objective of South Bow’s director compensation program is to attract and retain directors with a broad range of experience, skills, attributes, and strategic expertise to fulfil their responsibilities as directors, to align the short- and long-term interests of directors with those of South Bow’s Shareholders and the Company, and to be market-competitive.

Director Compensation Policies and Approach

The Board consists of 11 directors, of which 10 are non-executive and independent. The non-executive directors are compensated in accordance with guidelines established by the Governance and Risk Committee.

The Governance and Risk Committee engages outside consultants to benchmark South Bow’s approach to compensation against companies with which South Bow competes for talent. The director compensation peer group was the same peer group used for the named executive officer (“NEO”) compensation peer group for 2024 (see Compensation Discussion and Analysis – Compensation Peer Group). The Governance and Risk Committee monitors director compensation practices among Canadian and U.S. energy infrastructure and resource-based companies and will consider if any modifications are required to the Board compensation philosophy or approach for 2025.

South Bow maintains a flat-fee compensation program consisting of an annual retainer comprised of cash and equity, and additional compensation for being the Chair of the Board or a Chair of a committee, as described in the table below. This flat-fee approach does not provide for any fees for attendance at Board or committee meetings or any other meeting compensation, nor does it provide travel per diems or compensation for travel time. This streamlined fixed retainer approach recognizes that meeting attendance is a minimum expectation, simplifies the administration of Board compensation, and provides for greater predictability in forecasting Board compensation expense. The annual retainer is paid through a mix of cash and share-based awards in the form of deferred share units (“DSUs”). Directors can elect to receive all or a portion of their retainer as DSUs. Cash and equity retainers are paid quarterly in arrears from the date the director is appointed to the Board and Board committee.

Mr. Wirzba is compensated in the role of CEO and does not receive director compensation.

The following table summarizes South Bow’s 2024 annualized Board compensation arrangements.

Notes:

42		|

The equity portion of director compensation is paid in DSUs under the Company’s Deferred Share Unit Plan. The Company has adopted DSUs as the preferred approach to ensuring a significant portion of the total Board compensation is equity-based. DSUs are notional Shares that have the same value at any given time as Shares, but do not entitle the participant to any voting rights and are non-dilutive to Shareholders. DSUs accrue dividend-equivalent Shares when dividends are paid on Shares. DSUs awarded to directors are generally issued at the end of each quarter, vest when they are credited to the director’s account, and are paid out only after the director’s service from the Board ends and must be redeemed within one year of ceasing to be a director of the Board. The value of DSUs upon redemption is the market value, defined as the average trading price on Shares on the TSX for five trading days ending on the redemption date. Instead of receiving cash for their DSUs, directors can also elect to receive Shares purchased on the open market. The Company does not issue stock options to directors.

Director Summary Compensation Table

The table below outlines the value of all compensation awarded, credited, or paid to non-executive directors in 2024. As directors receive no option-based awards, non-equity incentive plan compensation, or pension, corresponding columns were omitted from the table below.

Notes: