Our Board is extremely engaged in understanding our business and assets, our strategic direction, the risks and opportunities we face, and the communities where we operate.
Board education is a priority and a hands-on commitment. In September, directors visited Marshall, Michigan to meet with community members and Indigenous leaders impacted by the Liquids Pipelines release in 2010. Seeing the fully restored area was a moving experience—a solemn reminder of the hazards we must identify and manage every day, and foundational to the safety culture we are responsible for across Enbridge.
We’d like to thank our loyal customers for continuing to have confidence in Enbridge, and our new customers for trusting us to meet your energy delivery needs. We’re also thankful to the entire Enbridge team who are focused on safely and reliably delivering the energy millions of people count on 24 hours a day. And of course, thank you to our shareholders for placing your trust in us. We don’t take your commitment for granted and will continue to work hard to be your first-choice energy investment opportunity.
We’re excited about the future and continuing to meet the energy needs of our customers across North America and beyond. With our unique breadth and flexibility, Enbridge stands apart as the first-choice energy delivery company—ready to meet evolving needs and drive future growth.
Sincerely,
Greg Ebel |
Steve Williams |
|
|
President & Chief |
Chair, Board of Directors |
2025 Business Highlights Enbridge achieved exceptional results in 2025, leveraging its diversified, low-risk model to deliver strong performance across all business areas. Liquids Pipelines: Gas Transmission & Midstream: Gas Distribution & Storage: Renewable Power: |
|
Enbridge Inc. 2026 Management Information Circular |

> Left to right: Susan M. Cunningham, Gaurdie E. Banister, Theresa B.Y. Jang, Jason B. Few, Manjit Minhas, Gregory L. Ebel, Steven W. Williams, Stephen S. Poloz, Teresa S. Madden, M.M. (Mike) Ashar, S. Jane Rowe, Douglas L. Foshee
Name |
|
Director since |
|
Principal occupation |
|
Independent |
|
Committee service |
M. M. (Mike) Ashar |
|
2021 |
|
Corporate Director |
|
Yes |
|
GC, SRC |
Gaurdie E. Banister |
|
2021 |
|
CEO and founder of Different Points |
|
Yes |
|
AFRC, SRC* |
Susan M. Cunningham |
|
2019 |
|
Corporate Director |
|
Yes |
|
SC*, HRCC |
Gregory L. Ebel (President & CEO) |
|
2017 |
|
President & CEO of Enbridge |
|
No |
|
– |
Jason B. Few |
|
2022 |
|
President & CEO, FuelCell Energy, Inc. |
|
Yes |
|
AFRC, GC* |
Douglas L. Foshee |
|
2025 |
|
Owner and founder of Sallyport Investments |
|
Yes |
|
HRCC, SRC |
Theresa B.Y. Jang |
|
2024 |
|
Corporate Director |
|
Yes |
|
AFRC, SC |
Teresa S. Madden |
|
2019 |
|
Corporate Director |
|
Yes |
|
AFRC*, GC |
Manjit Minhas |
|
2023 |
|
CEO and co-founder of Minhas Brewery, Distillery and Winery |
|
Yes |
|
SC, SRC |
Stephen S. Poloz |
|
2020 |
|
Corporate Director |
|
Yes |
|
HRCC*, SC |
S. Jane Rowe |
|
2021 |
|
Corporate Director |
|
Yes |
|
GC, HRCC |
Steven W. Williams |
|
2022 |
|
Corporate Director |
|
Yes |
|
– |
* |
Committee Chair |
HRCC |
Human Resources and Compensation Committee |
AFRC |
Audit, Finance and Risk Committee |
SC |
Sustainability Committee |
GC |
Governance Committee |
SRC |
Safety and Reliability Committee |
4 Enbridge Inc. 2026 Management Information Circular |
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|
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, 2025 (the “2025 Annual Report”) to registered shareholders and beneficial owners.
This means that we will post the Circular and 2025 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 2026 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 2025 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 2025 Annual Report to beneficial owners who requested to receive one. All applicable meeting materials will be forwarded to beneficial shareholders at Enbridge’s expense.
Please read this section carefully, 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 9, 2026 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 $50,000 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 1-888-444-0591 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:
12 Enbridge Inc. 2026 Management Information Circular |
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|
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. If both Step 1 and Step 2 are not completed, the proxyholder will not be able to ask questions or vote at the Meeting and will be admitted 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 13 under “Voting by proxy before the Meeting”. Your new instructions will revoke your earlier instructions.
14 Enbridge Inc. 2026 Management Information Circular |
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|
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.
The Board recommends that shareholders vote “FOR” the election of each nominee set forth below, to hold office until the close of the next annual meeting of shareholders or until their respective successors have been elected. |
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 31.
16 Enbridge Inc. 2026 Management Information Circular |
|
|
Board and committee meeting attendance
Total number of Board and Committee meetings held in 2025, together with director attendance, is outlined in the following tables.

Board/committee |
|
Total |
|
Overall |
|
|
|
|
|
Board |
|
8 |
|
100% |
Audit, Finance and |
|
4 |
|
100% |
Sustainability |
|
4 |
|
94% |
Governance |
|
4 |
|
100% |
Human Resources |
|
4 |
|
100% |
Safety and Reliability |
|
4 |
|
100% |
Total |
|
28 |
|
99% |
|
|
|
|
|
|
Board committees |
||||||||||||||||||
|
|
Board |
|
Audit, |
|
Sustainability |
|
Governance Committee |
|
Human |
|
Safety and |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Director |
|
# |
|
% |
|
# |
|
% |
|
# |
|
% |
|
# |
|
% |
|
# |
|
% |
|
# |
|
% |
M.M. (Mike) Ashar1 |
|
8 |
|
100 |
|
|
|
|
|
|
|
|
|
4 |
|
100 |
|
2 |
|
100 |
|
2 |
|
100 |
Gaurdie E. Banister |
|
8 |
|
100 |
|
4 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
100 |
Susan M. Cunningham |
|
8 |
|
100 |
|
|
|
|
|
4 |
|
100 |
|
|
|
|
|
4 |
|
100 |
|
|
|
|
Gregory L. Ebel2 |
|
8 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason B. Few3, 4 |
|
8 |
|
100 |
|
4 |
|
100 |
|
2 |
|
100 |
|
2 |
|
100 |
|
|
|
|
|
|
|
|
Douglas L. Foshee |
|
8 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
100 |
|
3 |
|
0 |
Theresa B.Y. Jang |
|
8 |
|
100 |
|
4 |
|
100 |
|
4 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
Teresa S. Madden |
|
8 |
|
100 |
|
4 |
|
100 |
|
|
|
|
|
4 |
|
100 |
|
|
|
|
|
|
|
|
Manjit Minhas |
|
8 |
|
100 |
|
|
|
|
|
4 |
|
100 |
|
|
|
|
|
|
|
|
|
4 |
|
100 |
Stephen S. Poloz5, 6 |
|
8 |
|
100 |
|
|
|
|
|
1 |
|
50 |
|
2 |
|
100 |
|
2 |
|
100 |
|
2 |
|
100 |
S. Jane Rowe |
|
8 |
|
100 |
|
|
|
|
|
|
|
|
|
4 |
|
100 |
|
4 |
|
100 |
|
|
|
|
Steven W. Williams (Chair)7 |
|
8 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
100 |
|
2 |
|
100 |
1 Mr. Ashar ceased being a member of the Human Resources and Compensation Committee and was appointed to the Safety and Reliability Committee on June 13, 2025.
2 Mr. Ebel is not a member of any Board committee, but as a director and President & CEO, he attends Board committee meetings upon request.
3 Mr. Few was appointed to the Governance Committee as Chair on May 7, 2025.
4 Mr. Few ceased being a member of the Sustainability Committee on June 13, 2025.
5 Mr. Poloz ceased being the Chair of the Governance Committee and was appointed to the Human Resources and Compensation Committee as Chair on May 7, 2025.
6 Mr. Poloz ceased being a member of the Governance Committee and the Safety and Reliability Committee and was appointed to the Sustainability Committee on June 13, 2025.
7 Mr. Williams ceased being a member of the Human Resources and Compensation Committee and the Safety and Reliability Committee when he was appointed Chair of the Board on May 7, 2025, but he attends Board Committee meetings upon request.
30 Enbridge Inc. 2026 Management Information Circular |
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|
Compensation committee interlocks and insider participation
During 2025, no two director nominees were members of the same board of directors of another public company.
ITEM 2: Appointment of our auditor
PricewaterhouseCoopers LLP (“PwC”) were last appointed as our auditors at our annual meeting of shareholders, held on May 7, 2025. If PwC are reappointed, they will serve as our auditors until the end of the next annual meeting of shareholders. PwC (formerly Price Waterhouse) have been our auditors since 1992 and have been the auditors for Enbridge Pipelines Inc., our subsidiary, since 1949.
Representatives from PwC are expected to be present at the Meeting to respond to questions and will have an opportunity to make a statement if they desire to do so.
The Board, on the recommendation of the Audit, Finance and Risk Committee (“AFRC”), proposes that PwC be reappointed as auditors and recommends that you vote for the appointment of PwC as our auditors and authorize the directors to fix their remuneration. You may vote for the appointment of our auditors or withhold your vote.
PwC is a participating audit firm with the Canadian Public Accountability Board, as required under the Canadian Securities Administrators National Instrument 52-108 –Auditor Oversight.
Auditor independence
Auditor independence is essential to the integrity of our financial statements. PwC has confirmed its status as independent within the meaning of applicable Canadian and U.S. securities rules.
We are subject to Canadian securities regulations, including NI 52-110 and National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”), the U.S. Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the accounting and corporate governance rules adopted by the U.S. Securities and Exchange Commission (“SEC”) under Sarbanes-Oxley, which specify certain services that external auditors cannot provide.
While we comply with these Canadian and U.S. rules, we believe that some non-audit services, like tax compliance, can be delivered more efficiently and economically by our external auditors. To maintain auditor independence, the AFRC must pre-approve all audit and non-audit services. The AFRC is also responsible for overseeing the audit work performed by PwC.
The AFRC conducts a review of the Company’s audit firm on an annual basis and makes a recommendation to the Board. In 2025, in order to formulate its recommendation to the Board, the AFRC carefully reviewed:
This review includes formal written statements that describe any relationships between the auditors, their affiliates and Enbridge that could affect the auditors’ independence and objectivity. For more information see the Report of the Audit, Finance and Risk Committee on page 53.
The AFRC also ensures that the lead audit partner is replaced after five consecutive years in accordance with applicable professional and regulatory requirements. The Company’s lead audit partner was last replaced following the year ended December 31, 2023.
Pre-approval policies and procedures
The AFRC has adopted a policy that requires pre-approval by the AFRC of any services to be provided by the Company’s external auditors, whether those services are audit or non-audit related. This policy prohibits the Company from engaging the auditors to provide the following non-audit services:
The AFRC has also adopted a policy which prohibits the Company from hiring (as a full time employee, contractor or otherwise) into a financial reporting oversight role any current or former employee or partner of its external auditor
32 Enbridge Inc. 2026 Management Information Circular |
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|
We hold advisory votes on our approach to executive compensation at each annual meeting of shareholders. Voting results in the most recent three years are set out in the table below.
Say on Pay |
|
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
Votes “for” |
|
89.78% |
|
89.19% |
|
90.75% |
You will be asked to vote for or against, or you may abstain from voting on, our approach to executive compensation through the following resolution:
BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Enbridge Inc.’s Management Information Circular dated March 3, 2026 delivered in advance of the 2026 annual meeting of shareholders.
The Board will take the results of this vote into account when it considers future compensation policies and issues. We will also examine the level of shareholder interest and the comments we receive and consider the best approach and timing for soliciting feedback from shareholders on our approach to executive compensation in the future.
Vote required for approval:
In order to be passed, the advisory “say on pay” resolution requires an affirmative vote of the majority of the votes duly cast at the Meeting.
The Board recommends that shareholders vote “FOR” the advisory vote to accept our approach to executive compensation as disclosed in the Management Information Circular. |
You will be asked to vote in favour of the amendment, reconfirmation and approval of our shareholder rights plan under the terms of an agreement between Enbridge and Computershare.
The plan encourages the fair treatment of shareholders if there is a take-over bid for control of Enbridge. The plan is intended to prevent the acquisition of control of Enbridge in a manner that benefits a small group of shareholders at the expense of shareholders. While existing securities legislation in Canada has substantially addressed many of the historical concerns of unequal treatment in take-over bids, there remains the possibility that control of Enbridge may be acquired pursuant to an exempt take-over bid in which a small group of shareholders dispose of their shares at a premium to market price which premium is not shared with other shareholders. In addition, a person may slowly accumulate shares through stock exchange acquisitions which may result, over time, in an acquisition of control without payment of fair value for control or a fair sharing of a control premium among all shareholders. The plan does not prevent or discourage take-over bids, but rather it addresses the concerns noted above by applying to all acquisitions that would result in a person owning 20% or more of Enbridge’s voting shares (subject to certain limited exceptions), to better ensure that shareholders receive equal treatment.
Our rights plan became effective on November 9, 1995. It was amended and restated in 1996 and has been amended, restated and reconfirmed by shareholders every three years since, most recently in 2023. The plan provides that it must be reconfirmed and approved by a majority vote of shareholders not later than the 2026 annual meeting of shareholders and at such a meeting every three years thereafter. Where such shareholder approval is not obtained, the plan will terminate and cease to have effect.
The plan is not in response to, or in anticipation of, any pending, threatened or proposed acquisition or take-over bid and is not intended as a means to prevent a take-over of Enbridge, as a strategy to retain management or the Board, or to deter fair offers for our shares. The plan does not affect the duty of the Board to act honestly and in good faith with a view to the best interests of Enbridge and its shareholders.
The Board believes the shareholder rights plan is in the best interests of Enbridge and our shareholders because:
The Board recommends that shareholders vote FOR the following resolution: BE IT RESOLVED that:
34 Enbridge Inc. 2026 Management Information Circular |
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|
so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.
Delivery of the notice pursuant to the Advance Notice By-Law may only be given by personal delivery or email, and shall be deemed to have been given and made only at the time it is served by personal delivery or mail to the Corporate Secretary at: Corporate Secretary, 200, 425-1st Street SW, Calgary, Alberta, Canada, T2P 3L8 or by email to CorporateSecretary@enbridge.com; provided if such delivery or email is made on a day which is not a business day or later than 5:00 p.m. MT on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.
The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the Advance Notice By-Law and, if any proposed nomination is not in compliance therewith, to declare that such defective nomination shall be disregarded. The Board may, in its sole discretion, waive any requirement in the Advance Notice By-Law. A copy of Enbridge’s Advance Notice By-Law is available on our website.
A strong culture of ethical conduct is central to Enbridge. Our Statement on Business Conduct (“SOBC”) is our formal statement of the expectations that apply to all individuals at Enbridge and our subsidiaries, including our directors, officers, employees, and contingent workers, as well as consultants and contractors retained by Enbridge.
The SOBC outlines our expectations in various areas, including:
The current version of the SOBC is available on our website. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, and waivers from, the provisions of the SOBC by posting such information on our website.
On the commencement of employment with Enbridge and annually thereafter, all active Enbridge employees and contingent workers are required to complete mandatory SOBC training and certify compliance with the SOBC. Directors must also certify their compliance with the SOBC on an annual basis.
As of the date of this Circular, approximately 99.9% of Enbridge employees and contingent workers have certified compliance with the SOBC for the year ended December 31, 2025. All directors serving on the Board as of December 31, 2025, have also certified their compliance with the SOBC for the year ended December 31, 2025.
Through the annual online SOBC training program, Enbridge communicates its expectation that everyone working for Enbridge has a duty to report ethical misconduct, suspected illegal activity and/or compliance issues (including suspected breaches of the SOBC) on a timely basis.
We have continued to develop and maintain compliance programs in various risk areas, including anti-bribery and anti-corruption, competition/anti-trust, human rights, data privacy, and supply chain/third party risk management.
Handling conflicts of interest and related person transactions
If a director or officer has a material interest in a transaction or agreement involving Enbridge, or otherwise identifies a potential personal conflict, they must declare the conflict or potential conflict. A director who has a material interest, conflict or potential conflict in a matter must abstain from voting on that matter at any Board meeting where it is being discussed or considered. This approach is consistent with the requirements of the CBCA.
In making director independence determinations, the Board reviews related person transactions, assisted by the completion of annual questionnaires by directors and officers of the Company. For purposes of the foregoing, a “related person transaction” is a transaction in which the Company was or is to be a participant and the amount involved exceeds US$120,000, and in which any related person had or will have a direct or indirect material interest. Related person means (i) a director, nominee director or executive officer of the Company; (ii) an immediate family member of a director, nominee director or executive officer, or (iii) a beneficial holder of greater than five per cent of the Company’s shares or an immediate family member of such holder. In 2025, there were no related person transactions that required approval or disclosure.
The SOBC requires that all officers and directors avoid conflicts of interest and disclose any actual or potential conflicts of interest. Any actual or potential conflicts of
38 Enbridge Inc. 2026 Management Information Circular |
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|
Principal responsibilities
The principal responsibilities of the Board are described in the terms of reference for the Board, attached as Appendix B to this Circular and summarized as follows:
In addition to these responsibilities, the Board is also responsible for overseeing corporate financial operations, including changes to capital structure, annual budgets and financing plans, dividend policy, new financings, financial statements and management’s discussion and analysis (“MD&A”) and the Company’s delegation of authority policies. In addition, the Board reviews and approves initiatives, investments and transactions that could materially affect the Company. The Board also approves and monitors compliance with significant policies and procedures by which the Company is governed and operated.
The Board’s terms of reference were drafted by management under the guidance of the Governance Committee and approved by the Board, which reviews them annually and updates them as needed. The Governance Committee also defines the division of duties between the Board and the President & CEO. The Board develops position descriptions for each Board committee chair. These descriptions are part of each Board committee’s terms of reference and are reviewed annually.
The Board delegates day-to-day management duties to the President & CEO and senior management, although certain activities (such as major capital expenditures, debt and equity financing arrangements and significant acquisitions and divestitures) require Board approval.
The terms of reference for the Board, for each of the five standing Board committees, and for the Chair of the Board, are available on our website.
Succession planning
The Board is responsible for:
The Board delegates responsibility for reviewing our policies and procedures relating to employment, succession planning and compensation (including executive compensation) to the HRC Committee.
The HRC Committee is also responsible for:
Enbridge has a comprehensive senior executive and CEO succession planning process. The President & CEO prepares an overview of the executive vice-president roles, noting the required skills and expertise for each position and the areas of strength of current executives. The President & CEO identifies potential future candidates for executive vice-president positions and presents them to the Board for discussion. Each candidate is assessed based on their skills and experience and the competencies that are required for promotion to the senior executive level. Development opportunities are also identified for each internal candidate to receive additional or varied management experience, training, development, and educational opportunities. The President & CEO also reviews annual objectives, including development plans, for each executive and presents them to the Board. The Board reviews each position and the performance assessment and competencies of potential successors at least annually and makes decisions as appropriate.
40 Enbridge Inc. 2026 Management Information Circular |
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|
Risk oversight responsibilities
Board of Directors |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit, Finance and Risk Committee |
|
|
Sustainability Committee |
|
|
Governance Committee |
|
|
Human Resources and Compensation Committee |
|
|
Safety and Reliability Committee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
• Risk identification, assessment, and management processes, strategies, policies and practices • Corporate risk assessment • Integrity of financial statements and financial reporting process • Cybersecurity and artificial intelligence |
|
|
• Climate and energy evolution • Indigenous rights and relationships and human rights • Stakeholder engagement and government relations • Sustainability and public policy matters and sustainability reporting |
|
|
• Corporate governance framework • Director appointment, education and evaluation • Statement on Business Conduct • Board inclusion policy |
|
|
• Human capital and compensation • Succession planning • Pension, retirement and savings plans • Inclusion strategy |
|
|
• Safety and operational risks • Pipeline and facility integrity • Security • Emergency response • Environment, health and safety |
Sustainability
Oversight of sustainability matters is integrated into the responsibilities of the Board and all five of our Board committees. Each committee’s expertise is relevant for specific sustainability related topics.
Handling these matters at our various Board committees effectively integrates sustainability matters into the work of the Board. The full Board is directly engaged in driving our sustainability practices and performance – including as part of our annual strategic planning process. Throughout the year, the Board and committees receive updates and provide feedback on our progress towards our goals and execution of our strategy, which facilitates continuous refinements and improvements to our approach.
The Company’s Board succession planning process is designed to keep our Board composition effective and skilled. We assess overall Board composition regularly to maintain this balance and strive to ensure our Board members are well-equipped to understand and oversee sustainability matters, including climate change and the energy evolution. Refer to “Mix of skills and experience” on page 31 and “Succession planning” on page 40 for more information.
For more information on our sustainability-related risks, goals, policies, practices and initiatives, see the 2025 Annual Report and our annual Sustainability Report, available on our website.
42 Enbridge Inc. 2026 Management Information Circular |
|
|
Element |
Approach |
Monitoring and testing, including external assessments/audits |
Detection and response measures enable proactive threat identification, with 24/7 monitoring to detect and react to cyber threats on Enbridge networks and systems. We conduct continuous assessments of our cybersecurity standards, perform regular tests of our ability to respond and recover, and monitor for potential threats. To help ensure continued effectiveness, we test our systems frequently, including independent third-party penetration/ vulnerability assessments, independent audits of cybersecurity controls, and regular testing of cybersecurity incident response and recovery processes. To further mitigate threats, we collaborate with governments and regulatory agencies and take part in external events to learn and share. We also engage independent third parties to assess our cybersecurity program, track their recommendations and use those to further improve the program. Enbridge undergoes an annual assessment based on NIST’s Cybersecurity Framework. This assessment is conducted by an external firm with extensive expertise in NIST information security standards. Our latest assessment indicates that the Enbridge maturity score consistently exceeds the global average for our industry. |
Insurance |
Enbridge does not maintain an independent cyber insurance policy at the enterprise level. Instead, the Company opts for self-insurance to cover cyber risks. |
Information security breach history |
Enbridge has not had a significant cybersecurity breach in the past three years. The Company has responded to a growing number of non-material cyber incidents, including denial-of-service attacks, all of which have been mitigated effectively. Some of our third-party vendors have also faced cyber-attacks of varying severity. To date, these incidents have not, to our knowledge, had a significant negative impact on our business, operations or financial results. We have experienced an increase in unauthorized attempts to access our systems and company data and expect this trend to continue. Enbridge devotes significant resources and implements security measures to prevent unwanted intrusions and to protect systems and data, whether such data is housed internally or by external third parties. |
For more information on our cybersecurity risks, risk management, strategy and governance, see the 2025 Annual Report, available on our website.
Internal controls
The Board seeks assurance at least annually that our internal control systems and management information systems are operating effectively. The Board has delegated responsibility for reviewing our quarterly and annual financial statements to the AFRC, which reviews and approves our quarterly financial statements and recommends our annual financial statements to the Board for approval. The AFRC is also responsible for overseeing our internal audit function and receives regular reports, at least quarterly, from management regarding the effectiveness of internal controls.
Corporate communications
The Board reviews and approves all major corporate communications policies, including our corporate Disclosure Guidelines. The Board also reviews and approves principal continuous disclosure documents, including our annual report, MD&A and management information circular. The Board is responsible for overseeing the Company's communications program, including effective communication with shareholders and other stakeholders and compliance with applicable securities legislation governing public disclosure and corporate communications.
44 Enbridge Inc. 2026 Management Information Circular |
|
|
Board and Board committees may also hire independent advisors, as needed, at Enbridge’s cost.
For more information, see “Handling conflicts of interest and related person transactions” on page 38 and “Identifying new Board candidates” on page 45.
Our directors are expected to act honestly and in good faith with a view to the best interests of the Company and exercise their duty of care in both decision-making and oversight. The Governance Committee has developed guidelines that outline the expectations placed on directors. Key expectations include meeting attendance, financial literacy and ethical conduct.
Attendance
We expect directors to attend all Board and Board committee meetings of which they are a member. The Governance Committee annually reviews each director’s attendance record. If a director has a poor attendance record, the committee Chair and Chair of the Board will discuss and make a recommendation on how the matter will be handled. A director whose attendance record continues to be poor may be asked to leave the Board. For further information on director attendance, see the “Director nominee profiles” beginning on page 17 and “Board and committee meeting attendance” on page 30.
Financial literacy
The Board considers an individual to be financially literate if they can read and understand financial statements that are generally comparable to our Company’s in breadth and complexity of issues. The Board has determined that all members of the AFRC are financially literate, in accordance with NI 52-110 and NYSE rules. The Board has also determined that Ms. Madden, Ms. Jang, and Mr. Few each qualify as an audit committee financial expert, as defined under the Exchange Act. The Board bases this determination on each director’s education, skills and experience.
Director tenure
Our director tenure policy is set out in our Governance Guidelines, which were last updated in July 2025. Under our Governance Guidelines, a director will retire at the next annual meeting of shareholders after they reach the age of 75. A director will not be eligible to serve as chair of any Board committee beyond the annual meeting of shareholders following the director’s 74th birthday.
The following table outlines the latest date of retirement for each director nominee, if elected at the Meeting.
Latest year of retirement |
|
2030 |
M.M. (Mike) Ashar |
2031 |
Susan M. Cunningham, Teresa S. Madden, Stephen S. Poloz, Steven W. Williams |
2033 |
Gaurdie E. Banister |
2034 |
S. Jane Rowe |
2035 |
Douglas L. Foshee |
2039 |
Gregory L. Ebel |
2040 |
Theresa B.Y. Jang |
2041 |
Jason B. Few |
2056 |
Manjit Minhas |
Other directorships
Our directors may serve on the boards and committees of other public entities, provided their outside positions and memberships do not impact their ability to exercise independent judgment while serving on our Board. None of our director nominees serve on more than two public company boards, including Enbridge. Directors who serve on our AFRC cannot sit on the audit committees of more than two other public entities unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on our AFRC. For further information on each director’s service on other public company boards, see the “Director nominee profiles” beginning on page 17.
46 Enbridge Inc. 2026 Management Information Circular |
|
|
Date |
Topic |
Presented by |
Attendance |
February 20, 2025 |
Navigating the Future — AI Transformation and its impact on Board Governance |
ICD |
Theresa B.Y. Jang |
April 7 & 8, 2025 |
104th Governance Forum — Williams: Delivering a shared culture of Safety and Excellence |
Pilko (hosted by Williams) |
M.M. (Mike) Ashar |
April 10 & 11, 2025 |
Women Energy Directors Network |
Morgan Stanley |
Teresa S. Madden |
May 6, 2025 |
Discussion with Indigenous leaders |
Enbridge |
All directors invited to attend |
May 13 & 14, 2025 |
2025 CISA and U.S. Secret Service Cyber Security Board Academy |
NACD, CISA, the U.S. Secret Service |
Gaurdie E. Banister |
May 30, 2025 |
Indigenous Canada Course — Indigenous histories and contemporary issues in Canada |
University of Alberta - Online |
Manjit Minhas |
June 5, 2025 |
AFRC Educational Session: Cybersecurity, Artificial Intelligence, Tax, Accounting and Regulatory |
Enbridge |
All AFRC members All directors invited to attend |
June 23-25, 2025 |
Stanford Directors College — executive education program that addresses a broad range of problems that confront modern boards |
Stanford Directors' College |
Theresa B.Y. Jang |
June 24, 2025 |
NACD Corporate Directors Industry Roundtable — Energy, Mining & Utilities |
NACD |
M.M. (Mike) Ashar |
July 28, 2025 |
Patterns, Purpose & Performance |
Dr. Ivan Joseph |
All directors invited to attend |
July 29, 2025 |
Assessment of tariffs and impacts on US/Canada/European dynamics, US/China Relations and geopolitical environment |
Nicholas Burns |
All directors invited to attend |
August 26 & 27, 2025 |
Energy Markets — Crude Oil, Natural Gas, NGLs and Refined fuels |
RBN Energy |
M.M. (Mike) Ashar |
September 15, 2025 |
Pipeline Integrity Program |
Enbridge |
All directors invited to attend |
September 23 & 24, 2025 |
Tour of Marshall site and discussion with Indigenous leaders |
Enbridge |
All directors invited to attend |
October 12-15, 2025 |
NACD Directors' Summit — Be A Part of the Future of Governance |
NACD |
Manjit Minhas Douglas L. Foshee |
October 14, 2025 |
Regulated Rate Elements of our Revenue and Earnings and How they are Realized |
Enbridge |
All directors invited to attend |
November 4, 2025 |
Reception for Directors and Executive Leadership Team with ERG leads |
Enbridge |
All directors invited to attend |
Quarterly |
Texas Chairs Roundtable — Chairs and Committee Chairs of large, public companies meet to discuss Board governance topics |
Center for Corporate Innovation, Inc. |
Gaurdie E. Banister Susan M. Cunningham |
48 Enbridge Inc. 2026 Management Information Circular |
|
|
CBCA requirements
The CBCA requires disclosure for directors and “members of senior management” for four “designated groups”: women, members of visible minorities, Indigenous peoples and persons with disabilities.
For CBCA purposes, “members of senior management” is defined to include the Chair of our 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. Our “executive officers” consist of nine officers: our President & CEO, our five Executive Vice Presidents and three Senior Vice-Presidents. Our representation, as self-identified, for these four designated groups, as at March 3, 2026, is as follows:
The Board maintains a written policy to outline the approach to inclusion for our Board and senior management. This policy emphasizes the importance of having a Board comprised of directors with the appropriate competencies, skills, and characteristics required to promote the Company’s continued growth and success. The Governance Committee reviews this policy and its objectives annually to assess effectiveness and makes recommendations to the Board, as required.
The Board, its relevant committees, and senior management actively review whether a diverse pool of candidates have been considered for senior management positions and for potential Board of Director candidates. In addition to the designated groups stipulated by the CBCA, we consider additional dimensions that are important across our organization, including but not limited to: diversity of thought, perspectives, and life experience, which can include education, language, values, and beliefs, among others. In identifying candidates for senior management roles, professional experience, educational background, skills, knowledge, and diversity are considered.
For further information on Board composition, see the Executive Summary on page 3 and “Identifying new Board candidates” on page 45.
Workforce inclusion1
An inclusive workforce of talented individuals with different ideas, strengths, and points of view is a strategic advantage that contributes to our success and enhances our business. We believe that inclusion drives innovation, better decisions, employee engagement and our ability to attract and retain top talent.
We aim to create a workplace where every individual feels valued, respected and empowered to contribute to their fullest potential through a focus on:
Central to inclusion at Enbridge are our vibrant ERGs, which are open to all employees in the Company and play an important role in fostering our culture of inclusion and collaboration across the organization. Our ERGs are employee-led and Company-sponsored groups that:
Our nine ERGs are:
1 The Company set representation goals (by 2025) for the Board (40% women and 20% members of a visible minority) and "senior management", defined for this purpose as the President & CEO and all Executive Vice Presidents, Senior Vice Presidents and Vice Presidents who are also officers of Enbridge Inc. (40% women and 28% members of a visible minority). As of March 3, 2026, 11 of 33 (33%) members of senior management are women and 8 of 33 (24%) self-identify as members of a visible minority. Specific goals regarding inclusion are aspirational goals which we intend to achieve in a manner compliant with state, local, provincial and federal law, including, but not limited to, executive orders, U.S. federal regulations, Equal Employment Opportunity Commission, and Department of Labor guidance.
50 Enbridge Inc. 2026 Management Information Circular |
|
|
In our 2024 Sustainability Report, we shared progress on our sustainability goals, detailed our approach to methane emissions reduction, included data from our recently acquired U.S. natural gas utilities, and updated our TCFD response, including an assessment of scenarios, risks and opportunities across each of our businesses.
We also continued reporting on our Indigenous Reconciliation Action Plan ("IRAP") commitments. By the end of 2024, we achieved 12 of the original 22 commitments. To further advance our goal of becoming a leader in North American Indigenous reconciliation, we published an IRAP update that included setting three new commitments and acknowledged the injustices that Indigenous groups have historically faced, including the lack of inclusion in our collective historical activities and the impacts on cultures, languages, and socio-economic well-being.
These reports are available on our website. For further information on our approach to sustainability, please refer to the “Executive Summary”.
We believe that active, consistent engagement with our shareholders and other stakeholders on an ongoing basis is key to transparency, facilitating open and informed dialogue and sharing our story. The graphic below illustrates our continued approach to shareholder engagement.

Enbridge’s Investment Community Conference, which we hold periodically, is our primary shareholder event where we provide updates on the Company’s strategic priorities and outlook. All of our key presentations, including our annual meeting of shareholders and quarterly presentations, are webcast and accessible to our investors on our website. Presentations, audio recordings and transcripts are available to the investment community for a period of at least 12 months following events.
Members of our executive team actively engage at investor conferences and roadshows. Our President & CEO, Chief Financial Officer and the presidents of our business units, as well as representatives from Investor Relations and Sustainability departments, meet with existing and prospective shareholders throughout the year. In addition, we hosted asset tours in 2023 and 2024 for institutional investors, and we periodically conduct anonymous and confidential shareholder perception surveys to provide market perspective and feedback to management.
Sustainability-aligned business practices remain an important tenet of our value proposition. In 2025, we continued to focus our shareholder engagement activities on targeted outreach, allowing us to highlight our strong sustainability performance via continued investment, transparency, and progression towards our sustainability goals, detailed most recently in our 2024 Sustainability Report.
Throughout 2025, we regularly met with institutional investors across a variety of cities and countries. The key learnings were as follows:
52 Enbridge Inc. 2026 Management Information Circular |
|
|
Meetings |
|
Four meetings February, May, July, November |
The AFRC meets in-camera without other management present with the Chief Audit Executive and the Chief Compliance Officer as well as with the external auditors. The committee also has meetings in-camera without other management present with the Chief Financial Officer and on its own at the end of each meeting. Before each meeting, the Chair of the committee meets with the Chief Financial Officer to discuss the agenda items for the meeting and any significant issues. The Chair also meets with the senior partner of the external auditors, the Chief Audit Executive, and the Chief Compliance Officer before each meeting. |
2025 highlights |
|
Audits and financial reporting |
• reviewed annual MD&A and financial statements and notes and recommended them to the Board for approval • reviewed and approved the interim MD&A and financial statements and notes • reviewed public disclosure documents containing audited or unaudited financial information, including annual and interim earnings press releases and the 2025 Annual Report, and recommended them to the Board for approval for public release • received an annual pension report • reviewed the post-audit or management letter containing the recommendations of the external auditors and management’s response, including an evaluation of the adequacy and effectiveness of the Company’s internal financial controls • reviewed reports on the Company’s tax position • the Chair of the AFRC reviewed and approved the prior year’s expenses of the President & CEO |
Internal controls |
• oversaw management’s system of disclosure controls and procedures • oversaw the internal controls over financial reporting • reviewed the quarterly internal controls compliance reports • reviewed the internal audit role and audit plan and received quarterly internal audit reports • reviewed and re-approved the internal audit charter |
Compliance |
• received quarterly updates on the Ethics Helpline activity from the Chief Compliance Officer |
External auditors |
• reviewed the qualifications and independence of PwC • recommended appointment of PwC by shareholders and reviewed and approved the 2025 engagement letter (including the terms of engagement, audit plan and proposed fees) • pre-approved all non-audit services to be provided by PwC that are permitted under the committee’s policy • reviewed the performance of PwC • reviewed PwC’s report on compliance with Sarbanes-Oxley |
Finance |
• reviewed unbudgeted capital commitments under management’s authority and recommended to the Board for approval that spending authorities be refreshed • recommended to the Board for approval amendments to the Delegation of Authority Policy • reviewed financing plans, including additional financing transactions not originally included in the 2025 annual financing plan, and credit facilities, and recommended them to the Board for approval |
|
|
54 Enbridge Inc. 2026 Management Information Circular |
|
|
|
• received a report from an independent compensation consultant and reviewed director compensation • received management’s report on foreign private issuer status • reviewed the committee’s terms of reference, Board terms of reference, Governance Guidelines, Insider Trading Guidelines and Disclosure Guidelines • reviewed and recommended approval of Management Information Circular contents, including Board recommendations on meeting matters • reviewed proxy voting recommendations and annual meeting voting results for the 2025 annual meeting of shareholders • received management’s reports on our director and officer liability protection program • received management's report on recent industry trends in governance-related insurance claims |
Board composition |
• on-boarded one new director: Douglas L. Foshee, effective January 1, 2025 • reviewed and recommended changes to Board committee composition and committee chairs • reviewed the qualifications and independence of all members of the Board • reviewed Board composition plan and skills matrix • provided oversight of Board governance and succession process, including consideration of potential director candidates |
Board performance |
• provided oversight of the 2025 Board evaluation process and reviewed assessment results • reviewed the committee’s and Board’s performance in 2025 |
Director development |
• reviewed director education program and educational topics |
Report of the Human Resources and Compensation Committee |
||||||
Members |
||||||
Current members: 100% independent |
|
|
|
|
|
|
|
|
Stephen S. Poloz (Chair) |
Susan M. Cunningham |
Douglas L. Foshee |
S. Jane Rowe |
|
Others members that served during the year: |
|
Steven W. Williams (former Chair) M.M. (Mike) Ashar |
||||
Mandate |
|
|
The HRC Committee assists the Board by providing oversight and direction on human resources strategy, policies and programs for the named executive officers, senior management, and our broader employee base. This includes compensation, pension, and benefits as well as talent management, succession planning, and workforce retention. The committee's full mandate and responsibilities can be found in the Terms of Reference for the HRC Committee, available on our website. |
|
|
56 Enbridge Inc. 2026 Management Information Circular |
|
|
Report of the Safety and Reliability Committee |
|
||||||
Members |
|
||||||
Current members: 100% independent |
|
|
|
|
|
|
|
|
|
Gaurdie E. |
M.M. (Mike) Ashar |
Douglas L. Foshee |
Manjit Minhas |
|
|
Other members that served during the year: |
|
Stephen S. Poloz Steven W. Williams |
|||||
|
|
|
|
|
|
|
|
Mandate |
|||||||
|
|
The Safety and Reliability Committee provides oversight of operational matters and carries out the responsibilities delegated by the Board related to safety and reliability. The committee's full mandate and responsibilities can be found in the Terms of Reference for the Safety and Reliability Committee, available on our website. |
|||||
Meetings |
|||||||
Four meetings February, May, July, November |
|
The Safety and Reliability Committee meets in-camera without management present at the end of each meeting. Before each meeting, the Chair of the committee meets with executive management to discuss the agenda items for the meeting and any significant issues. |
|||||
2025 highlights |
|||||||
Safety and reliability |
|
• received quarterly reports on the Company’s enterprise safety and operational reliability performance • received quarterly operational risk reports and annual safety and environment reports from the Liquids Pipelines, Gas Transmission & Midstream, Gas Distribution & Storage, and Power business units, as well as from Projects • received quarterly reports and updates from management regarding incidents, along with progress reports on related action plans and corrective action measures undertaken • received quarterly updates on enterprise initiatives and management system improvements focused on improvement in the areas of safety and reliability |
|||||
Risk management |
|
• received and approved the Corporate Risk Assessment report as it pertains to the committee’s mandate • received management’s report on top operational risks • received quarterly reports on internal audit matters • received reports on and provided oversight, as required, of physical security and cybersecurity and artificial intelligence as they relate to operational risk and controls, safety, operations integrity and reliability, and asset operations |
|||||
Compliance |
|
• received quarterly updates on the Ethics Helpline activity from the Chief Compliance Officer |
|||||
Governance |
|
• reviewed the committee’s terms of reference • reviewed management’s reports on evolving issues & trends • reviewed the committee’s performance in 2025 |
|||||
58 Enbridge Inc. 2026 Management Information Circular |
|
|
|
|
|
|
Review of our engagements and communications with community stakeholders, Indigenous peoples, governments and regulators |
|
• received updates on the Canadian federal election and policy positions on Canada-U.S. relations, including in the areas of trade, taxation, and environmental regulation, and potential impacts on the energy industry and the Company • received updates on key advocacy initiatives • discussed with management key legislative and regulatory developments, including the Canadian federal budget • received briefings from management on stakeholder research and perspectives on energy issues • received updates on the Company’s engagement with key community stakeholders impacted by Company projects and operations • reviewed with management the Company’s approach to Indigenous engagement and progress in advancing Indigenous economic partnerships; discussed continued progress towards the Company’s IRAP commitments • discussed actions taken by management for meeting corporate and regulatory requirements for engagement with local communities and Indigenous peoples across all projects and operations • received updates on the Company’s community investment program |
|
Monitoring and reporting sustainability performance |
|
• reviewed management’s strategies on sustainability matters as well as our enterprise-wide performance reporting on key sustainability topics in our annual Sustainability Report • received updates about the Company's progress and pathways to meeting its GHG emissions reduction targets • provided input with respect to management’s action plans on the Company's ongoing commitment to its objectives in the context of external political and regulatory uncertainty • reviewed and recommended approval of the Fighting Forced Labour and Child Labour in Supply Chains report |
|
Risk management |
|
• reviewed and approved the Corporate Risk Assessment report as it pertains to the committee’s mandate |
|
Governance |
|
• reviewed the committee’s terms of reference • reviewed management’s reports on evolving issues & trends • reviewed the committee’s performance in 2025 |
|
60 Enbridge Inc. 2026 Management Information Circular |
|
|
Our Directors’ Compensation Plan has four components:
We do not provide meeting attendance fees.
Our Directors’ Compensation Plan has been in effect since 2004. The table below shows the fee schedule for directors in 2025, which remains unchanged for 2026.
Directors are paid quarterly. Mr. Ebel does not receive any director compensation because he is compensated in his role as our President & CEO. We do not grant stock options to directors. Directors can receive their retainer in a combination of cash, Enbridge shares and DSUs, but they must receive a minimum amount in DSUs. DSUs may only be granted to a director in lieu of cash fees on a value-for-value basis. Travel fees are paid in cash.
2025 directors’ compensation plan retainers
Compensation component |
|
Annual amount |
|
|
Board retainer |
|
|
315,000 |
|
Additional retainers |
|
|
|
|
Chair of the Board retainer |
|
|
265,000 |
|
Board committee chair retainer |
|
|
|
|
• Audit, Finance and Risk |
|
|
25,000 |
|
• Human Resources and |
|
|
20,000 |
|
• Governance |
|
|
20,000 |
|
• Sustainability |
|
|
20,000 |
|
• Safety and Reliability |
|
|
20,000 |
|
Travel fee (where applicable) |
|
|
1,500 |
|
Before a director’s minimum share ownership is met, at least 50% of their retainer will be paid in the form of DSUs, with the balance paid in cash, Enbridge shares or DSUs, in a percentage mix they choose. Once a director’s minimum share ownership is met, they can choose to receive between 35 and 100% of their retainer in DSUs, with the balance paid in cash, Enbridge shares or DSUs, in a percentage mix they choose. Directors are allocated the DSUs and Enbridge shares based on the weighted average of the trading price of the Enbridge shares on the TSX for the five trading days immediately preceding the date that is two weeks prior to the date of payment. Directors who do not make a timely election as to the form in which they wish to receive their retainer will receive the applicable minimum amount in DSUs and the balance in cash.
The table below shows the compensation components in which each director’s annual retainer for the year ended December 31, 2025, was delivered.
Director |
|
Cash |
|
|
Enbridge |
|
|
DSUs |
|
|||
M.M. (Mike) Ashar |
|
|
|
|
|
|
|
|
100 |
|
||
Gaurdie E. Banister |
|
|
65 |
|
|
|
|
|
|
35 |
|
|
Susan M. Cunningham |
|
|
35 |
|
|
|
|
|
|
65 |
|
|
Gregory L. Ebel1 |
|
|
- |
|
|
|
|
|
|
- |
|
|
Jason B. Few |
|
|
50 |
|
|
|
|
|
|
50 |
|
|
Douglas L. Foshee |
|
|
|
|
|
50 |
|
|
|
50 |
|
|
Theresa B.Y. Jang |
|
|
50 |
|
|
|
|
|
|
50 |
|
|
Teresa S. Madden |
|
|
50 |
|
|
|
|
|
|
50 |
|
|
Manjit Minhas |
|
|
50 |
|
|
|
|
|
|
50 |
|
|
Stephen S. Poloz |
|
|
65 |
|
|
|
|
|
|
35 |
|
|
S. Jane Rowe |
|
|
|
|
|
50 |
|
|
|
50 |
|
|
Steven W. Williams |
|
|
|
|
|
|
|
|
100 |
|
||
Former Directors2 |
|
|
|
|
|
|
|
|
|
|||
Pamela L. Carter |
|
|
50 |
|
|
|
35 |
|
|
|
15 |
|
1 Mr. Ebel did not receive any compensation as a director of Enbridge because he is our President & CEO.
2 Ms. Carter retired from the Board effective May 7, 2025.
62 Enbridge Inc. 2026 Management Information Circular |
|
|
The table below shows the change in each director’s equity ownership from March 4, 2025, to March 3, 2026, the dates of the 2025 and 2026 management information circulars, respectively.
|
|
|
|
|
|
|
|
Total |
|
|
Market |
|
||||
|
|
Enbridge |
|
|
|
|
|
Enbridge |
|
|
(at risk) value |
|
||||
Director |
|
shares |
|
|
DSUs |
|
|
DSUs |
|
|
holdings |
|
||||
M.M. (Mike) Ashar |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
64,000 |
|
|
|
38,122 |
|
|
|
102,122 |
|
|
|
7,587,665 |
|
2025 |
|
|
64,000 |
|
|
|
29,397 |
|
|
|
93,397 |
|
|
|
5,616,896 |
|
Change |
|
|
- |
|
|
|
8,725 |
|
|
|
8,725 |
|
|
|
1,970,769 |
|
Gaurdie E. Banister |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
21,323 |
|
|
|
18,856 |
|
|
|
40,179 |
|
|
|
2,985,300 |
|
2025 |
|
|
24,245 |
|
|
|
15,501 |
|
|
|
39,746 |
|
|
|
2,390,324 |
|
Change |
|
|
(2,922 |
) |
|
|
3,355 |
|
|
|
433 |
|
|
|
594,975 |
|
Susan M. Cunningham |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
3,502 |
|
|
|
37,473 |
|
|
|
40,975 |
|
|
|
3,044,443 |
|
2025 |
|
|
3,502 |
|
|
|
30,686 |
|
|
|
34,188 |
|
|
|
2,056,066 |
|
Change |
|
|
- |
|
|
|
6,787 |
|
|
|
6,787 |
|
|
|
988,376 |
|
Gregory L. Ebel3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
756,510 |
|
|
|
62,180 |
|
|
|
818,690 |
|
|
|
60,828,667 |
|
2025 |
|
|
672,484 |
|
|
|
58,778 |
|
|
|
731,262 |
|
|
|
43,978,097 |
|
Change |
|
|
84,026 |
|
|
|
3,402 |
|
|
|
87,428 |
|
|
|
16,850,570 |
|
Jason B. Few2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
- |
|
|
|
15,576 |
|
|
|
15,576 |
|
|
|
1,157,297 |
|
|
2025 |
|
- |
|
|
|
11,404 |
|
|
|
11,404 |
|
|
|
685,837 |
|
|
Change |
|
- |
|
|
|
4,172 |
|
|
|
4,172 |
|
|
|
471,460 |
|
|
Douglas F. Foshee2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
8,387 |
|
|
|
3,511 |
|
|
|
11,898 |
|
|
|
884,021 |
|
2025 |
|
|
5,000 |
|
|
|
- |
|
|
|
5,000 |
|
|
|
300,700 |
|
Change |
|
|
3,387 |
|
|
|
3,511 |
|
|
|
6,898 |
|
|
|
583,321 |
|
Theresa B.Y. Jang |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
16,516 |
|
|
|
8,666 |
|
|
|
25,182 |
|
|
|
1,871,023 |
|
2025 |
|
|
16,516 |
|
|
|
4,872 |
|
|
|
21,388 |
|
|
|
1,286,274 |
|
Change |
|
|
- |
|
|
|
3,794 |
|
|
|
3,794 |
|
|
|
584,748 |
|
Teresa S. Madden |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
5,454 |
|
|
|
34,762 |
|
|
|
40,216 |
|
|
|
2,988,049 |
|
2025 |
|
|
5,454 |
|
|
|
29,277 |
|
|
|
34,731 |
|
|
|
2,088,722 |
|
Change |
|
|
- |
|
|
|
5,485 |
|
|
|
5,485 |
|
|
|
899,326 |
|
Manjit Minhas2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
336 |
|
|
|
7,844 |
|
|
|
8,180 |
|
|
|
607,774 |
|
|
2025 |
|
336 |
|
|
|
4,095 |
|
|
|
4,431 |
|
|
|
266,480 |
|
|
Change |
|
|
- |
|
|
|
3,749 |
|
|
|
3,749 |
|
|
|
341,294 |
|
Stephen S. Poloz2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
1,736 |
|
|
|
32,339 |
|
|
|
34,075 |
|
|
|
2,531,773 |
|
2025 |
|
|
1,736 |
|
|
|
28,099 |
|
|
|
29,835 |
|
|
|
1,794,277 |
|
Change |
|
|
- |
|
|
|
4,240 |
|
|
|
4,240 |
|
|
|
737,496 |
|
S. Jane Rowe |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
39,290 |
|
|
|
17,760 |
|
|
|
57,050 |
|
|
|
4,238,815 |
|
2025 |
|
|
35,903 |
|
|
|
13,469 |
|
|
|
49,372 |
|
|
|
2,969,232 |
|
Change |
|
|
3,387 |
|
|
|
4,291 |
|
|
|
7,678 |
|
|
|
1,269,583 |
|
Steven W. Williams |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
32,282 |
|
|
|
36,204 |
|
|
|
68,486 |
|
|
|
5,088,510 |
|
2025 |
|
|
32,282 |
|
|
|
24,026 |
|
|
|
56,308 |
|
|
|
3,386,363 |
|
Change |
|
|
- |
|
|
|
12,178 |
|
|
|
12,178 |
|
|
|
1,702,147 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
949,336 |
|
|
|
313,293 |
|
|
|
1,262,629 |
|
|
|
93,813,335 |
|
2025 |
|
|
861,458 |
|
|
|
249,604 |
|
|
|
1,111,062 |
|
|
|
66,819,269 |
|
Change |
|
|
87,878 |
|
|
|
63,689 |
|
|
|
151,567 |
|
|
|
26,994,066 |
|
64 Enbridge Inc. 2026 Management Information Circular |
|
|
As of the date of this Circular, there is no indebtedness outstanding by, or any guarantees, support agreements, letters of credit or other similar arrangements or understandings provided by the Company or its subsidiaries to any of the Company’s directors or executive officers or any of their associates.
For further information
Enbridge’s financial information is provided in the Company’s consolidated financial statements for the year ended December 31, 2025, and the related MD&A.
This Circular, our 2025 Annual Report on Form 10-K containing our consolidated financial statements for the year ended December 31, 2025, together with the auditor’s report and MD&A, and our interim reports on Form 10-Q for periods beginning after December 31, 2025, are available at enbridge.com, sedarplus.ca, and sec.gov or may be obtained, free of charge, by contacting Investor Relations through our website or by email, phone or mail at:
Email: investor.relations@enbridge.com
Phone Within North America: 1-800-481-2804
Phone Outside North America: 1-403-231-3960
Mail: Enbridge Inc. Investor Relations, 200, 425 – 1st Street
SW, Calgary, Alberta, Canada T2P 3L8
In addition, key governance documents (including the terms of reference for the Board and its committees) are available on our website or free of charge upon written request to CorporateSecretary@enbridge.com or by mail to Corporate Secretary, Enbridge Inc., 200, 425 – 1st Street SW, Calgary, Alberta, Canada, T2P 3L8.
Additional information relating to the Company may also be found on sedarplus.ca or sec.gov.
U.S. householding
Some brokers, banks or other intermediaries may be participating in the practice of “householding” our proxy materials. This means that only one copy of the Circular may have been sent to multiple shareholders in the same household. If you wish to “opt out” of householding for future mailings, or if your household currently receives multiple copies of our Circular, and you wish to “opt in” to householding for future mailings to receive a single copy of these documents, please contact your broker, bank or other intermediary, as applicable. If you would like to receive additional copies of this Circular or our 2025 Annual Report, please contact Investor Relations as provided on this page or contact Broadridge Financial Solutions by following the instructions on your Notice.
Principal executive offices
The mailing address of our principal executive offices is Enbridge Inc., 200, 425-1st Street SW, Calgary, Alberta, Canada T2P 3L8.
Common shares, preference shares and principal shareholders
As of the date of this Circular, there are 2,182,336,834 common shares issued and outstanding.
There are also 20 series of preference shares issued and outstanding. Preference shares do not have voting rights, and none will be voting at the Meeting.
For information regarding the ownership of certain individuals, including directors and officers of the Company, see “Security ownership of certain beneficial owners and management” on page 65. To the knowledge of the Board and of the executive officers of Enbridge, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of Enbridge. As of March 3, 2026, there are no persons known to Enbridge who beneficially own more than five percent of issued and outstanding Enbridge shares.
66 Enbridge Inc. 2026 Management Information Circular |
|
|
Enbridge’s approach to executive compensation is governed by the HRC Committee and approved by the Board. A rigorous pay-for-performance philosophy is embedded in our short-, medium-, and long-term compensation programs and designed with the interests of Enbridge shareholders and other stakeholders through five main objectives:
|
|
Align to Enbridge’s business strategy |
|
· Our compensation programs are designed to motivate management to deliver exceptional value by focusing on safe and reliable operations while maintaining financial strength, flexibility and executing on growth opportunities consistent with our low-risk business model · Compensation program payouts are designed to align with achievement of our strategic priorities and outcomes |
|
|
|
|
|
|
Align to Enbridge’s values |
|
· Enbridge is committed to delivering steady, visible and predictable results, and operating our assets in an ethical and responsible manner · Our compensation programs reward behaviours and outcomes closely aligned to our values · We assess performance and compliance against our sustainability metrics |
|
|
|
|
|
|
Attract and retain a highly effective executive team |
|
· Incenting and engaging a high performing executive team is essential for achieving our strategic goals and desire to build a sustainable future for Enbridge · Total direct compensation is targeted at the median of our compensation benchmarking peer group of U.S. and Canadian companies to reflect Enbridge’s identity as a North American leader · Compensation programs reward employees for high performance and their potential for future contributions |
|
|
Incent and reward for performance |
|
· Performance is the cornerstone of Enbridge’s compensation strategy. Our pay-for-performance approach rewards management for their contributions to the enterprise, business unit and individual results against objectives that support the achievement of our strategic priorities · A significant portion of the target compensation mix for the President & CEO and the other NEOs is “at risk”. Incentives are “at risk” because payout is not guaranteed, and their values are determined based on each metric’s guidance range and specific performance criteria · When assessing performance, the HRC Committee considers performance results in context of other qualitative factors not captured in the formal metrics, including key performance indicators relative to peers, such as TSR, dividend per share growth, DCF per share growth, earnings per share growth and others, in addition to qualitative aspects of management’s responsibilities |
|
|
|
|
|
|
Enhance long-term shareholder value |
|
· Our compensation programs focus management on delivering strategic priorities over the long-term · Medium- and long-term incentives pay out over time, encouraging a longer-term view of how we create value for our shareholders · A significant portion of the target compensation mix for the President & CEO and NEOs is linked to medium- and long-term incentive programs |
Talent management and succession planning
We take an integrated approach to talent management and succession planning using a comprehensive framework aligned to our business strategies which is overseen by the HRC Committee and the Board. Focusing on the development of executives to strengthen the overall succession pipeline enables us to retain top talent while ensuring depth of leadership capability to drive both short- and longer-term performance. Our philosophy of development and retention of executive talent supports and strengthens our culture, builds versatility and reduces business risk by providing multiple succession options.
70 Enbridge Inc. 2026 Management Information Circular |
|
|
Enbridge’s compensation governance structure consists of the Board and the HRC Committee, with HR Consultant Mercer (Canada) Limited (“Mercer”), and others from time to time, providing independent advisory support to the HRC Committee. The HRC Committee reviews the governance structure annually against best practices and regulatory guidance.
Board and HRC Committee
The Board is responsible for the oversight of the compensation principles and programs at Enbridge. The HRC Committee approves major compensation programs and payouts to align incentive compensation with the company’s performance and its pay-for-performance philosophy, including reviewing and recommending to the Board the compensation for the President & CEO. The
HRC Committee also approves the compensation for the other NEOs.
The HRC Committee assists the Board in carrying out its responsibilities with respect to compensation matters by providing oversight and direction on human resources strategy, policies and programs for the NEOs, other executives and the broader employee base, including compensation, equity incentive plans, pension and benefits as well as talent management, succession planning, workforce recruitment, retention, inclusion, and employee health and safety. The HRC Committee also provides oversight regarding the management of broader people-related risk, and specifically reviews the compensation programs from a risk perspective.
The members of the HRC Committee in 2025 were Stephen S. Poloz (Chair), Susan M. Cunningham, S. Jane Rowe and Douglas L. Foshee. All members of the HRC Committee are independent under the independence standards discussed in this Management Information Circular on page 45.
The members of the HRC Committee have experience in human resources and compensation, including as members of the compensation committees of other public companies. In addition, the members of the HRC Committee have executive leadership experience, strong knowledge of the energy industry, experience as directors of other public companies and a mix of other relevant skills and experience. This background provides the HRC Committee members with the collective experience, knowledge and skills to effectively carry out their responsibilities. For information on each HRC Committee member’s experience and current service on other public company boards and committees, see the director profiles, beginning on page 17. For information on each HRC Committee member’s skills and experience, see the skills and experience matrix on page 31. For information on each HRC Committee member’s participation on other Enbridge Board committees, see
page 29.
Independent advice
The HRC Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultants, outside legal counsel or other advisors it retains (each, an “Advisor”). The HRC Committee may select or receive advice from an Advisor only after taking into consideration all factors relevant to the Advisor’s independence from management including:
Although the HRC Committee is required to consider these factors, it is free to select or receive advice from an Advisor that is not independent.
Since 2002, Mercer, an independent Advisor, has provided guidance to the HRC Committee on compensation matters to help ensure Enbridge’s programs are appropriate, market competitive and continue to meet intended goals. Advisory services provided by Mercer include reviewing:
While the HRC Committee considers the information and recommendations Mercer provides, it has full accountability for decisions within its mandate, which may reflect other factors and considerations.
Each year, the HRC Committee Chair reviews and approves the terms of engagement with Mercer, which specify the work to be done in the year, Mercer’s responsibilities and its fees. Management may also retain Mercer on compensation matters from time to time or for prescribed compensation services. The HRC Committee Chair must approve all services that are not standard in nature, considering whether the work would compromise Mercer’s independence.
72 Enbridge Inc. 2026 Management Information Circular |
|
|
Insider trading and prohibition on hedging and pledging
We have adopted Insider Trading Guidelines governing the purchase, sale and/or other disposition of our securities by our directors, officers (including the NEOs), employees and contractors, as well as by Enbridge itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE and TSX listing standards. We also maintain Disclosure Guidelines, which prohibit the Company from issuing securities or offering securities to the public during a blackout period (subject to specific circumstances outlined in the policy).
Our Insider Trading Guidelines also prohibit directors, officers, employees and contractors from purchasing financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by such directors, officers, employees and contractors as such positions may weaken the link between the intended alignment of director and employee interests with shareholder interests.
The following activities are specifically prohibited:
Clawback policies
Enbridge maintains two incentive compensation clawback policies.
The Incentive Compensation Clawback Policy allows Enbridge to recover, from current and former members of senior management, certain incentive compensation amounts awarded or paid to individuals including all cash bonuses and equity-based incentive awards if the individuals engaged in misconduct (defined to include fraud or willful misconduct) that led to inaccurate financial results reporting, regardless of whether the misconduct resulted in a restatement of all or a part of Enbridge’s financial statements.
The Clawback Policy for the Mandatory Recovery of Erroneously Awarded Incentive-Based Compensation, requires Enbridge (subject to certain exceptions) to recover erroneously awarded incentive-based compensation received by covered executive officers in the event that Enbridge is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under applicable securities laws.
74 Enbridge Inc. 2026 Management Information Circular |
|
|
Enbridge’s compensation program is comprised of elements that balance the use of short-, medium- and long-term vehicles, designed to deliver value to Enbridge shareholders not only in the near-term, but also through continued performance over the long-term. Total direct compensation includes base salary and performance-based incentive awards. A significant component of total target compensation for 2025 was considered at risk, representing 91% for the President & CEO, and an average of 83% for the other NEOs. Pay is directly dependent on performance outcomes for our senior leaders, consistent with the interests of Enbridge shareholders.

The following table describes the primary compensation program components for our NEOs, together with key features, objectives and the time horizon for vesting and/or realized value.
Timeframe |
Short-term |
Medium-term |
Long-term |
||
Variability |
Fixed |
At-risk |
|||
Compensation element |
Base Salary |
Short-term Incentive Plan (“STIP”) |
Performance Stock Units (“PSUs”) |
Restricted Stock Units (“RSUs”) |
Incentive Stock Options (“ISOs”) |
Reference |
• Page 82 |
• Page 82 |
• Page 86 |
• Page 89 |
• Page 89 |
Key features |
• Reviewed annually, with consideration of scope and role responsibilities, competency, and market conditions • Increases based on performance and market data |
• Annual incentive reward based on our company scorecard shared by all employees with variability of business unit financial performance |
• Granted annually • Three-year cliff vest • Subject to performance hurdles and results achieved against predetermined criteria • Realized value of units based on share price at vesting • Paid in cash |
• Granted annually • Three-year cliff vest • Realized value of units based on share price at vesting • Share-settled
|
• Vest over four years and have a 10-year term • Realized value based on share price difference at grant date and at time of exercise |
Objectives |
• Fixed cash compensation for performing day-to-day responsibilities of the role |
• Motivate delivery of results tied to executing the business strategy • Reward achievement for performance year |
• Align with the interests of shareholders • Motivate strong performance relative to external peers, long-term strategic goals, progressing sustainability, longer-term value generation, and stock price appreciation |
• Align with the interests of shareholders • Motivate longer-term value generation and stock price appreciation |
• Align with the interests of shareholders • Motivate longer-term value generation and stock price appreciation |
76 Enbridge Inc. 2026 Management Information Circular |
|
|
Annual peer group decision making
Enbridge’s compensation peer group is reviewed annually by the HRC Committee and is comprised of Canadian and U.S. companies in the energy and infrastructure space. The compensation peer group was updated for 2025 to remove Dominion Energy following the acquisition of its U.S. natural gas utilities and Marathon Petroleum was added as a recognized industry peer. Enbridge's overall positioning within the new peer group was maintained after the 2025 peer group adjustment. The following peer group was used for determining compensation in 2025.
2025 compensation peer group |
Canada |
Canadian National Railway Company |
Canadian Natural Resources Limited |
Suncor Energy Inc. |
TC Energy Corporation |
U.S. |
Chevron Corporation |
ConocoPhillips |
Duke Energy Corporation |
Energy Transfer LP |
Enterprise Products Partners L.P. |
Halliburton Company |
Kinder Morgan Inc. |
Marathon Petroleum Corporation |
NextEra Energy Inc. |
Occidental Petroleum Corporation |
Phillips 66 |
SLB |
The Southern Company |
The Williams Companies, Inc. |
Union Pacific Corporation |
Peer group comparison
Our compensation peer group contains companies that are generally similar in size to Enbridge, primarily in terms of enterprise value, and secondarily, market capitalization and assets. While Enbridge is considerably larger than most companies in its industry, the peer group includes organizations with comparable operational profiles, even though some size constraints were relaxed to maintain relevance.
As one of the largest companies in the peer group, Enbridge’s compensation practices are designed to reflect the scale and responsibilities of its business. Enbridge does not select aspirational peers; instead, the peer group is made up of North American organizations that operate in our industries that are comparable in scope, complexity, and size. This approach leads to compensation decisions that reflect representative market context, supporting both the integrity of Enbridge’s compensation philosophy and the interests of shareholders.
The following chart summarizes Enbridge’s placement compared to our North American peer group and indicates that Enbridge ranks above the median in all the selection criteria relative to the 2025 compensation peer group.

1 U.S. company information has been converted to Canadian dollars at variable rates throughout the year.
2 Revenue, EBIT, total assets are as of December 31, 2024. Market value and enterprise value are as of December 31, 2025.
78 Enbridge Inc. 2026 Management Information Circular |
|
|
Priorities |
Actions |
1. Safety and operational reliability |
• Strong overall occupational safety performance with no fatalities, positive results of our Company-wide focus on serious injuries and protecting workers from high-energy hazards with the potential to cause life-altering or life-ending injuries • Continued strong Total Recordable Incident Frequency ("TRIF") • Executed integrity and maintenance capital programs efficiently and effectively across each business |
2. Extend growth through disciplined capital allocation |
• Placed $5 billion of secured growth capital into service generating attractive risk-adjusted returns • Sanctioned $2 billion of Mainline Capital Investment through 2028, enhancing reliability and maximizing egress capacity • Sanctioned $0.4 billion Birch Grove expansion to the T-North Pipeline, adding critical egress out of the Montney basin to support growing LNG demand in Western Canada • Sanctioned US$0.1 billion Line 31 expansion of Texas Eastern Transmission to serve rising industrial and power demand • Sanctioned $0.3 billion, 40 Bcf expansion to the Aitken Creek gas storage facility, providing critical flexibility in the western Canadian LNG value chain • Sanctioned US$0.9 billion Clear Fork Solar project in Texas supporting Meta’s data center power needs under long-term agreements • Sanctioned the US$0.5 billion Southern Illinois Connector Pipeline creating 100 kbpd of long-haul contracted service to Nederland, Texas • Sanctioned US$0.3 billion Tiber extension to the Canyon Pipeline system in the U.S. Gulf Coast • Sanctioned ~23 Bcf of new storage expansions across the U.S. Gulf Coast for US$0.5 billion • Sanctioned the Algonquin Gas Transmission Enhancement project to serve rising local natural gas demand for US$0.3 billion • Sanctioned US$1.4 billion Mainline Optimization Phase 1 which adds 150 kbpd of additional WCSB egress capacity • Sanctioned Cowboy Solar Phase One, a 365 MW solar facility and a 135 MW battery energy storage system ("BESS") supporting Meta's power needs in Wyoming, for US$1.2 billion • Sanctioned Easter Wind, a 152 MW onshore wind project in Texas serving Meta Platforms, Inc. (Meta) under a long-term offtake agreement for 100% of generation, for US$0.4 billion • Alongside our partners, approved the upsizing of the Traverse Pipeline from 1.75 Bcf/d to 2.5 Bcf/d , and approved and upsized the Eiger Express Pipeline, a 3 Bcf/d Permian egress conduit adjacent to the Matterhorn Express Pipeline • Acquired a 10% interest in the Matterhorn Express, a 2.5 Bcf/d natural gas pipeline providing Permian Basin to U.S. Gulf Coast egress under long-term contract • Advanced multi-year utility growth and Gas Transmission modernization programs |
3. Maintain financial |
• Achieved record adjusted EBITDA1 of $19.95 billion1, in the upper half of our 2025 Guidance range, and an increase over 2024 of 7% • Achieved DCF per share1 of $5.71, at the midpoint guidance range • Increased the 2025 quarterly dividend by 3% to $0.97 ($3.88 annualized) per share, reflecting the 31st consecutive annual increase within our target payout ratio • Within target debt-to-EBITDA1 range of 4.5x to 5.0x • Rated A (low) by DBRS, BBB+ by S&P and Fitch, and Baa2 by Moody’s |
80 Enbridge Inc. 2026 Management Information Circular |
|
|
Market review
In 2025, the HRC Committee engaged Mercer to gather and assess current market compensation data for the NEOs to validate that our programs are appropriate and market competitive. This assessment indicated that the NEOs’ total direct compensation continues to be slightly below the compensation peer group median year over year.
Base salary
Base salary is the principal fixed source of cash compensation provided to the President & CEO and other NEOs. Base salary reflects each executive’s level of
responsibility, capabilities and experience in the context of their role and the market. Base salaries are reviewed annually and increases may be provided when an executive assumes increased responsibilities or significantly deepens their knowledge and expertise, or when there is a material change in the compensation levels of comparable roles in the compensation peer group.
Effective April 1, 2025, Mr. Ebel, Ms. Hansen, Mr. Gruending, and Mr. Hedgebeth received base salary increases that aligned with the approved merit budget. Mr. Murray received a base salary increase greater than the approved merit budget, to better align his positioning relative to the competitive market.
Executive |
|
Base salary |
|
Base salary at December 31, 2025 |
|
|
|
|
|
Gregory L. Ebel |
|
3.0% |
|
1,976,694 |
Patrick R. Murray |
|
8.0% |
|
825,600 |
Cynthia L. Hansen |
|
3.0% |
|
961,616 |
Colin K. Gruending |
|
3.0% |
|
937,300 |
Reginald D. Hedgebeth |
|
3.0% |
|
954,488 |
1 U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.3708 in 2025.
Short-term incentive
STIP awards are designed to align with goals to drive collective outcomes across the business. Our company scorecard shared by all employees, with certain variability of business unit financial performance, allows for a simple and streamlined process of goal setting, measurement and tracking of performance, while increasing alignment, teamwork, and collaboration across the organization. For our NEOs, STIP is weighted 85% on the Enbridge scorecard, reflecting key financial and non-financial results, and 15% on individual performance tied to measurable high-priority and results-focused goals that align to our strategic plan.
The HRC Committee approved an increase to Mr. Ebel's 2025 STIP target to 150% of base salary, intended to enhance the competitiveness of our CEO’s compensation relative to the market peers, while maintaining strong alignment with our strategic objectives and shareholder interests. The change reinforces our commitment to a pay-for-performance approach.
82 Enbridge Inc. 2026 Management Information Circular |
|
|
Short-term incentive award breakdown and calculations
The following illustrates the two components of STIP, weighted 85% on the Enbridge scorecard with variability of business unit financial performance and 15% on individual performance, tied to goals that align to our strategic plan. Actual STIP awards are earned between 0-200% of the target award based on achievement of the applicable performance components.

Calculated STIP outcomes for each NEO, as shown below, are determined using the Enbridge scorecard result, which will differ by each business unit EBITDA result, and individual amounts, which are differentiated based on individual actions and contributions that align to our strategic plan. Mr. Ebel’s individual performance is discussed with the Board and approved by the HRC Committee, taking into consideration the Company’s financial and strategic priorities. All other NEOs' achievements are reviewed by the President & CEO and based on meeting specific individual and/or team goals. 2025 accomplishments for each NEO are described under “Executive profiles” starting on page 89.
Executive |
|
Base |
STIP |
Target |
Enbridge |
Individual |
Actual |
Payout |
|
|
|
|
|
|
|
|
|
Gregory L. Ebel3 |
|
1,976,694 |
150% |
2,965,040 |
3,553,601 |
778,323 |
4,331,924 |
146% |
Patrick R. Murray4 |
|
825,600 |
100% |
825,600 |
884,218 |
185,760 |
1,069,978 |
130% |
Cynthia L. Hansen5 |
|
961,616 |
100% |
961,616 |
1,119,802 |
230,788 |
1,350,590 |
140% |
Colin K. Gruending6 |
|
937,300 |
100% |
937,300 |
995,881 |
246,041 |
1,241,923 |
133% |
Reginald D. Hedgebeth4 |
|
954,488 |
90% |
859,039 |
920,031 |
206,169 |
1,126,200 |
131% |
1 U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.3708 in 2025.
2 Individual awards are differentiated based on meeting specific contributions that align to our strategic plan.
3 As President & CEO, Mr. Ebel oversaw the overall organization, his business unit EBITDA metric was based on the composite measure of the enterprise EBITDA and Mr. Ebel’s overall scorecard resulted in 141%.
4 Mr. Murray and Mr. Hedgebeth’s business unit EBITDA metric is tied to Central Functions as a weighted average of EBITDA of all
business units.
5 Ms. Hansen’s business unit EBITDA metric is tied to Gas Transmission.
6 Mr. Gruending’s business unit EBITDA metric is tied to Liquids Pipelines.
The HRC Committee retains discretion to:
In 2025, no such discretion was applied beyond standard normalizations to performance measures and scorecards.
84 Enbridge Inc. 2026 Management Information Circular |
|
|
Each year the HRC Committee establishes annual equity award guidelines for all executives, including the NEOs, as a percentage of base salary based on market data for our compensation peers. From time to time, NEOs may receive a long-term equity incentive award above or below the target value based on the HRC Committee’s assessment of the prior year’s performance and the Company’s size, scope, and complexity relative to the peer group companies.
The HRC Committee approved an increase to Mr. Ebel’s 2025 LTIP target to 850% of base salary intended to enhance the competitiveness of our CEO’s compensation relative to the market peers, while maintaining strong alignment with our strategic objectives and shareholder interests. The change reinforces our commitment to a pay-for-performance approach and to tying CEO compensation to the achievement of Enbridge’s long-term strategic priorities and promoting disciplined decision-making that aligns the CEO’s interests with those of shareholders.
The table below shows the medium- and long-term incentive targets as well as the grant target for each vehicle (as a percentage of base salary). PSUs, RSUs, and ISOs have a 60%/20%/20% target mix. See summary compensation table on page 96 for details of the grant date fair value of the actual awards granted.
|
|
Medium- and |
|
Annual grant target |
||
Executive |
|
target |
|
PSUs |
RSUs |
ISOs |
|
|
|
|
|
|
|
Gregory L. Ebel |
|
850% |
|
510% |
170% |
170% |
Patrick R. Murray |
|
425% |
|
255% |
85% |
85% |
Cynthia L. Hansen |
|
425% |
|
255% |
85% |
85% |
Colin K. Gruending |
|
425% |
|
255% |
85% |
85% |
Reginald D. Hedgebeth |
|
350% |
|
210% |
70% |
70% |
Performance stock units
PSUs are granted annually, in the first quarter of the year, and vest at the end of the third year. The achievement of pre-established and specific performance measures are certified on the maturity date, and the executives’ potential payout at the end of the performance period can range from 0% to 200% of the target award depending on the level of achievement of the performance measures. The final Enbridge share price for payout is the volume weighted average trading price of Enbridge shares on the TSX or NYSE for the 20 trading days immediately preceding the maturity date, on which performance is certified. These award payouts are made in cash.
2025 performance stock unit grant
The following performance metrics and weightings were used for the 2025 PSU grant:
Metrics |
Description |
Weight |
DCF per share growth |
Represents a commitment to Enbridge shareholders to achieve DCF growth that demonstrates Enbridge’s ability to deliver on its growth plan and continued dividend increases. Measurement against Enbridge’s long-range plan, as well as against industry growth rates, differentiates this metric compared to its use in the STIP, which is based on the one-year external guidance range. The different measurement periods are designed to minimize overlap between Enbridge’s compensation programs and encourage balanced decision-making across near-term execution and long-term strategy. |
45% |
Relative TSR |
Enbridge compares itself against a performance peer group of Canadian and U.S. companies with a similar business and/or geographic mix to Enbridge and reflects the market’s perception of our overall performance relative to our peers over the three-year award term. |
45% |
GHG emissions intensity reduction |
The GHG emissions intensity reduction targets are based on the estimated intensity and corresponding percent GHG emissions reduction from our operations in the target year relative to a 2018 baseline. The GHG emissions intensity reduction metric reinforces our commitment to reduce the emissions intensity from our operations (Scope 1 and 2) by 35% by 2030. Enbridge’s performance against our emissions reduction goals is provided in our annual Sustainability Report. |
10% |
86 Enbridge Inc. 2026 Management Information Circular |
|
|
2023 performance stock unit payout
The PSUs granted in February 2023 have a performance period that ended December 31, 2025. The HRC Committee approved the 2023 PSU grant payout with an overall performance multiplier result of 1.34x based on our three-year DCF per share compound growth at 2.08%, compared our TSR to a Board approved performance peer group, which delivered a relative weighted TSR in the 40th percentile over the three-year term, and delivered on our progress of achieving 42% GHG emissions intensity reduction target.
|
Multiplier1 |
DCF per share compound growth2 |
Multiplier1 |
|
TSR |
Multiplier1 |
|
GHG intensity reduction |
|
|
|
|
|
|
|
|
|
Threshold |
0.5x |
0.6% |
0.0x |
|
at or below 25th percentile |
0.0x |
|
28% |
Target |
1.0x |
1.2% |
1.0x |
|
at median |
1.0x |
|
30% |
Maximum |
2.0x |
2.1% |
2.0x |
|
at or above 75th percentile |
2.0x |
|
35% |
Actual |
1.93x |
2.08% |
0.6x |
|
40th percentile |
2.0x |
|
42% |
1 Performance between the thresholds in this table results in a performance multiplier calculated on a linear basis.
2 Adjusted DCF per share is based on operating cash flows and is a non-GAAP measure, which is defined and reconciled in the Non-GAAP and other financial measures section of Appendix C. For incentive compensation purposes, adjusted DCF per share also includes certain adjustments for events or circumstances not contemplated at the time the performance metrics were originally established – see the Non-GAAP and other financial measures section of Appendix C.
The performance outcome resulted in the following cash payouts in early 2026:
Executive1 |
PSUs |
+ |
Notionally |
= |
Total |
x |
Performance |
x |
Final |
= |
Payout |
|
|
|
|
|
|
|
|
|
|
|
|
Gregory L. Ebel |
132,390 |
+ |
30,102 |
= |
162,492 |
x |
1.34x |
x |
66.17 |
= |
14,407,515 |
Patrick R. Murray |
23,409 |
+ |
4,682 |
= |
28,091 |
x |
1.34x |
x |
66.73 |
= |
2,511,855 |
Cynthia L. Hansen |
36,090 |
+ |
8,206 |
= |
44,296 |
x |
1.34x |
x |
66.17 |
= |
3,927,541 |
Colin K. Gruending |
35,260 |
+ |
8,018 |
= |
43,278 |
x |
1.34x |
x |
66.73 |
= |
3,869,878 |
1 Mr. Hedgebeth joined the company in September 2023 and therefore, did not receive PSUs granted in February 2023.
2 The volume weighted average share price of an Enbridge share on the TSX for the 20 trading days immediately preceding the maturity date February 10, 2026, on which performance was certified.
3 U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.3708 in 2025.
88 Enbridge Inc. 2026 Management Information Circular |
|
|
Gregory L. Ebel |
|
|
|
|
|
|
President & CEO Effective date in role: January 1, 2023 Location: Houston, Texas, USA Length of service1 3 years 1 Prior to his appointment as President & CEO, Mr. Ebel held the position of Chair of the Enbridge Board since 2017. Prior to his role as Chair of the Board, Mr. Ebel served as Chairman, President & CEO of Spectra Energy Corp from 2009 until February 27, 2017. |
|
Mr. Ebel serves as the President & CEO and is responsible for setting and executing Enbridge’s strategic priorities. |
||||
|
|
|
|
|
|
|
|
2025 accomplishments |
|||||
|
|
|||||
|
• Delivered strong results in serious injury and process safety incident prevention supported by comprehensive safety, integrity and reliability programs • Exceeded the midpoint of EBITDA and DCF per share guidance through excellent operational, commercial and cost management performance • Maintained a strong balance sheet and high investment grade credit rating while continuing to fund significant capital investment programs • Increased the quarterly dividend by 3%, reflecting the 31st consecutive annual increase • Successful management of cost mitigation in a dynamic tariff environment • Placed $5 billion of secured growth capital into service • Secured $14 billion of accretive organic projects, which increased secured backlog to $39 billion, with projects across our business units, including: Mainline Capital Investment, Mainline Optimization Phase 1, and Southern Illinois Connector pipelines; incremental expansions of our Westcoast and Northeast U.S. natural gas pipelines; investments in our Egan, Aitken Creek, and Moss Bluff gas storage facilities; and three new renewable power projects, serving Meta’s growing data center power needs under long-term power purchase agreements • Further strengthened our relationships with Indigenous and neighboring communities, including a 12.5% investment by 38 First Nations groups in the Westcoast Pipeline System • Achieved strong volumes on the Liquids Mainline and the Enbridge Ingleside Energy Center • Reached favorable outcomes in our North Carolina and Utah natural gas utility rate filings, and completed a new rate filing in Ohio • Reliably operated Line 5 for customers and society in the face of opposition in certain states • Successfully executed strategic maintenance work on Line 5 in northern Wisconsin • Delivered on significant customer engagement across business lines • Engaged in significant public policy advocacy with the Canadian and U.S. governments to identify paths to provide affordable, reliable energy solutions to meet growing customer and community needs • Remain on track with 2030 planned emissions intensity reduction target |
|||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
|
|
|
|
|
|
|
|
2025 actual pay mix |
||||
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|
Enbridge share ownership |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual share ownership1 |
|
Minimum |
|
Ownership |
|
|
31x |
|
8x |
|
Yes |
|
|
|
|
|
|
|
1 See Share ownership on page 89 for more information
90 Enbridge Inc. 2026 Management Information Circular |
|
|
Patrick R. Murray |
|
|
|
|
|
|
Executive Vice President & Chief Financial Officer Effective date in role July 1, 2023 Location: Calgary, Alberta, Canada Length of service: 28 years |
|
Mr. Murray is responsible for all corporate financial affairs of the Company including financial planning and reporting, tax, treasury, financial risk management, and Technology and Information Services ("TIS"). |
||||
|
|
|
|
|
|
|
|
2025 accomplishments |
|||||
|
|
|||||
|
• Stewarded the Company’s financial performance to achieve EBITDA and DCF per share results ahead of the midpoint of guidance • Raised approximately $10 billion of long-term debt, and hybrid financing on attractive terms, in support of the Company’s growth program • Maintained a strong balance sheet and investment grade credit ratings • Advanced 12.5% investment by 38 First Nations groups in the Westcoast Pipeline System • Supported key transactions to advance Enbridge’s long-term growth strategy, including reaching final investment decision on $14 billion of organic projects within all of our business units • Developed the 2026 budget, financing plan, and three-year outlook • Engaged in significant shareholder outreach including global marketing, shareholder relations engagements and non-deal roadshows and maintained top-rated investor relations program results • Stewarded the integration of the U.S. natural gas utilities acquired in 2024 • Implemented management rotations to develop bench strength and succession planning • Maintained strong investment review process and oversight during the transition of leadership in support of rotational assignments • Generated improved, and strong employee engagement scores in the Finance and TIS teams |
|||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
|
|
|
|
|
|
|
|
2025 actual pay mix |
||||
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
Enbridge Shares held |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual share ownership1 |
|
Minimum |
|
Ownership |
|
|
6x |
|
4x |
|
Yes |
|
|
|
|
|
|
|
1 See Share ownership on page 89 for more information
92 Enbridge Inc. 2026 Management Information Circular |
|
|
Colin K. Gruending |
|
|
|
|
|
|
Executive Vice President & President, Liquids Pipelines Effective date in role: October 1, 2021 Location: Calgary, Alberta, Canada Length of service: 26 years |
|
Mr. Gruending is responsible for Enbridge’s crude oil and liquids pipeline business across North America. |
||||
|
|
|
|
|
|
|
|
2025 accomplishments |
|||||
|
|
|||||
|
• Delivered strong safety, environment and system reliability amid record system throughput • Substantially achieved financial target, delivering significant adjusted EBITDA • Reliably operated Line 5 for customers and society in the face of opposition in certain states • Exceeded commercial targets, reaching positive final investment decision on over $5 billion of accretive projects that renew, optimize or extend Enbridge’s Liquids Pipelines System, including the first phase of the Mainline Optimization program, advancing incremental WCSB egress capacity for full-path service to the U.S. Gulf Coast • Continued to serve as a trusted industry partner, working with provincial and federal governments to find the optimal solution for Canadians, including announcing a strategic partnership with the Government of Alberta to further accelerate WCSB egress solutions • Implemented management rotations to develop bench strength and succession planning • Initiated the Company’s carbon transportation business, reaching final investment decision on Pelican 50/50 joint venture with Occidental Petroleum in Louisiana and progressed a similar project in Alberta |
|||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
|
|
|
|
|
|
|
2025 actual pay mix |
|||||
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
Enbridge Shares held |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual share ownership1 |
|
Minimum |
|
Ownership |
|
|
15x |
|
4x |
|
Yes |
|
|
|
|
|
|
|
1 See Share ownership on page 89 for more information
94 Enbridge Inc. 2026 Management Information Circular |
|
|
The table below shows the total amounts that Enbridge and its subsidiaries paid and granted to the NEOs for the years ended December 31, 2025, 2024, and 2023. Amounts represented below for Mr. Ebel, Ms. Hansen, and Mr. Hedgebeth that were paid or granted in U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.3708, US$1 = C$1.4382, and US$1 = C$1.3186 in 2025, 2024, and 2023, respectively. Fluctuation in the exchange rates affect year-over-year comparability.
Name and Principal Position |
Year |
Salary1 |
Stock-based |
Option- |
Non- |
Pension |
All Other |
Total |
|
|
|
|
|
|
|
|
|
Gregory L. Ebel |
2025 |
1,962,497 |
13,441,627 |
3,360,381 |
4,331,924 |
1,008,000 |
283,834 |
24,388,263 |
President & Chief Executive |
2024 |
1,995,601 |
12,736,743 |
3,184,176 |
4,758,860 |
848,000 |
259,083 |
23,782,463 |
Officer |
2023 |
1,780,110 |
9,256,836 |
2,314,115 |
4,418,945 |
721,000 |
241,778 |
18,732,784 |
Patrick R. Murray |
2025 |
810,510 |
2,599,025 |
649,745 |
1,069,978 |
681,000 |
- |
5,810,258 |
Executive Vice President & |
2024 |
757,090 |
2,499,065 |
624,754 |
1,153,862 |
356,000 |
- |
5,390,771 |
Chief Financial Officer |
2023 |
559,284 |
1,557,749 |
389,533 |
911,271 |
2,632,000 |
- |
6,049,837 |
Cynthia L. Hansen |
2025 |
954,687 |
3,174,029 |
793,489 |
1,350,590 |
797,000 |
28,787 |
7,098,582 |
Executive Vice President & President, |
2024 |
970,045 |
3,201,986 |
800,477 |
1,508,788 |
709,000 |
29,771 |
7,220,067 |
Gas Transmission & Midstream |
2023 |
833,507 |
2,523,448 |
630,803 |
1,450,544 |
1,296,000 |
26,108 |
6,760,410 |
Colin K. Gruending |
2025 |
930,568 |
3,094,071 |
773,505 |
1,241,923 |
428,000 |
- |
6,468,067 |
Executive Vice President & |
2024 |
901,298 |
2,975,053 |
743,753 |
1,411,410 |
707,000 |
- |
6,738,514 |
President, Liquids Pipelines |
2023 |
840,145 |
2,494,351 |
623,618 |
1,553,125 |
1,361,000 |
- |
6,872,239 |
Reginald D. Hedgebeth |
2025 |
947,627 |
2,594,739 |
648,669 |
1,126,200 |
321,000 |
28,787 |
5,667,022 |
Executive Vice President, |
2024 |
962,926 |
2,617,527 |
654,381 |
1,307,687 |
295,000 |
29,771 |
5,867,292 |
External Affairs & Chief |
2023 |
248,908 |
1,318,619 |
- |
349,691 |
81,000 |
- |
1,998,218 |
Legal Officer |
|
|
|
|
|
|
|
|
1 The amounts disclosed in this column include in-year adjustments to base salary.
2 The amounts disclosed in this column include the aggregate grant date fair value of PSUs and RSUs granted in 2025, 2024, and 2023. The value of PSUs and RSUs granted is determined by multiplying the number of PSUs and RSUs granted by the unit values in the table below:
Annual grants |
C$ |
US$ |
February 20, 2025 |
60.21 |
42.31 |
February 14, 2024 |
46.37 |
34.19 |
February 15, 2023 |
53.06 |
39.77 |
Additional grants |
C$ |
|
US$ |
|
August 8, 2023a |
|
48.08 |
|
- |
September 30, 2023b |
- |
|
33.19 |
|
a PSUs and share-settled RSUs provided to Mr. Murray upon his promotion to Executive Vice President & CFO in respect of the increase to his new medium-term incentive targets.
b Share-settled RSUs provided to Mr. Hedgebeth upon hire.
96 Enbridge Inc. 2026 Management Information Circular |
|
|
Outstanding option-based and share-based awards
The table below shows the option-based and share-based awards that were outstanding on December 31, 2025. The market value of unvested or unearned awards is calculated based on C$65.68 per share for awards denominated in Canadian dollars and US$47.83 for awards denominated in U.S. dollars, which are the closing prices of Enbridge shares on the TSX and NYSE on December 31, 2025. The market value of unvested or unearned awards denominated in U.S. dollars were each converted from U.S. dollars to Canadian dollars using the published WM/Reuters 4 pm London 2025 year-end exchange rate of US$1 = C$1.3708.
|
Option-based awards1 |
Share-based awards |
||||||||
|
Plan |
|
Number of |
Option |
Option |
Value of in-the-money |
Number |
Market |
Market or |
|
Executive |
type |
Grant date |
(#) |
($) |
date |
Vested ($) |
Unvested ($) |
(#) |
($) |
($) |
Gregory L. |
ISO |
2/20/2025 |
416,905 |
US$42.31 |
2/20/2035 |
— |
3,154,643 |
|
|
|
Ebel |
ISO |
2/14/2024 |
618,436 |
US$34.19 |
2/14/2034 |
2,890,835 |
8,672,504 |
|
|
|
|
ISO |
2/15/2023 |
335,560 |
US$39.77 |
2/15/2033 |
1,853,742 |
1,853,742 |
|
|
|
|
RSU |
2/20/2025 |
|
|
|
|
|
60,530 |
3,968,673 |
|
|
RSU |
2/14/2024 |
|
|
|
|
|
73,800 |
4,838,721 |
|
|
RSU |
2/15/2023 |
|
|
|
|
|
54,164 |
3,551,290 |
|
|
PSU |
2/20/2025 |
|
|
|
|
|
181,588 |
11,905,882 |
|
|
PSU |
2/14/2024 |
|
|
|
|
|
221,400 |
14,516,164 |
|
|
PSU |
2/15/2023 |
|
|
|
|
|
|
|
14,407,515 |
Patrick R. |
ISO |
2/20/2025 |
112,803 |
60.21 |
2/20/2035 |
— |
617,032 |
|
|
|
Murray |
ISO |
2/14/2024 |
176,984 |
46.37 |
2/14/2034 |
854,390 |
2,563,171 |
|
|
|
|
ISO4 |
8/8/2023 |
48,174 |
48.08 |
8/8/2033 |
423,931 |
423,931 |
|
|
|
|
ISO |
2/15/2023 |
27,580 |
53.06 |
2/15/2033 |
174,030 |
174,030 |
|
|
|
|
ISO |
2/16/2022 |
32,130 |
52.61 |
2/16/2032 |
314,961 |
104,978 |
|
|
|
|
ISO |
2/18/2021 |
37,050 |
43.81 |
2/18/2031 |
810,284 |
— |
|
|
|
|
ISO |
2/20/2020 |
21,880 |
55.54 |
2/20/2030 |
221,863 |
— |
|
|
|
|
RSU |
2/20/2025 |
|
|
|
|
|
11,274 |
740,508 |
|
|
RSU |
2/14/2024 |
|
|
|
|
|
15,356 |
1,008,586 |
|
|
RSU4 |
8/8/2023 |
|
|
|
|
|
5,837 |
383,397 |
|
|
RSU |
2/15/2023 |
|
|
|
|
|
3,523 |
231,368 |
|
|
PSU |
2/20/2025 |
|
|
|
|
|
33,821 |
2,221,387 |
|
|
PSU |
2/14/2024 |
|
|
|
|
|
46,066 |
3,025,607 |
|
|
PSU4 |
8/8/2023 |
|
|
|
|
|
|
|
1,565,788 |
|
PSU |
2/15/2023 |
|
|
|
|
|
|
|
946,068 |
Cynthia L. |
ISO |
2/20/2025 |
98,444 |
US$42.31 |
2/20/2035 |
— |
744,908 |
|
|
|
Hansen |
ISO |
2/14/2024 |
155,470 |
US$34.19 |
2/14/2034 |
726,743 |
2,180,191 |
|
|
|
|
ISO |
2/15/2023 |
91,470 |
US$39.77 |
2/15/2033 |
505,310 |
505,310 |
|
|
|
|
ISO |
2/16/2022 |
118,200 |
52.61 |
2/16/2032 |
1,158,656 |
386,219 |
|
|
|
|
ISO |
2/18/2021 |
98,800 |
43.81 |
2/18/2031 |
2,160,756 |
— |
|
|
|
|
ISO |
2/20/2020 |
105,000 |
55.54 |
2/20/2030 |
1,064,700 |
— |
|
|
|
|
ISO |
2/21/2019 |
125,580 |
48.30 |
2/21/2029 |
2,182,580 |
— |
|
|
|
|
ISO |
2/27/2018 |
115,380 |
43.02 |
2/27/2028 |
2,614,511 |
— |
|
|
|
|
RSU |
2/20/2025 |
|
|
|
|
|
14,294 |
937,166 |
|
|
RSU |
2/14/2024 |
|
|
|
|
|
18,554 |
1,216,480 |
|
|
RSU |
2/15/2023 |
|
|
|
|
|
14,765 |
968,095 |
|
|
PSU |
2/20/2025 |
|
|
|
|
|
42,879 |
2,811,360 |
|
|
PSU |
2/14/2024 |
|
|
|
|
|
55,659 |
3,649,291 |
|
|
PSU |
2/15/2023 |
|
|
|
|
|
|
|
3,927,541 |
Colin K. |
ISO |
2/20/2025 |
134,289 |
60.21 |
2/20/2035 |
— |
734,561 |
|
|
|
Gruending |
ISO |
2/14/2024 |
210,695 |
46.37 |
2/14/2034 |
1,017,135 |
3,051,386 |
|
|
|
|
ISO |
2/15/2023 |
112,770 |
53.06 |
2/15/2033 |
711,579 |
711,579 |
|
|
|
|
ISO |
2/16/2022 |
114,410 |
52.61 |
2/16/2032 |
1,121,511 |
373,828 |
|
|
|
|
ISO |
2/18/2021 |
136,370 |
43.81 |
2/18/2031 |
2,982,412 |
— |
|
|
|
|
ISO |
2/20/2020 |
121,740 |
55.54 |
2/20/2030 |
1,234,444 |
— |
|
|
|
|
RSU |
2/20/2025 |
|
|
|
|
|
13,421 |
881,515 |
|
|
RSU |
2/14/2024 |
|
|
|
|
|
18,280 |
1,200,662 |
|
98 Enbridge Inc. 2026 Management Information Circular |
|
|
2 The values of the option-based awards are based on the following:
Grant Date |
Grant Price |
2025 vesting date |
Closing price on 2025 vesting date or last trading day prior to vest date |
|
|
|
|
2/18/2021 |
$43.81 |
2/18/2025 |
$60.64 |
2/16/2022 |
$52.61 |
2/16/2025 |
$61.08 |
2/15/2023 |
$53.06 |
2/15/2025 |
$61.08 |
2/14/2024 |
$46.37 |
2/14/2025 |
$61.08 |
2/18/2021 |
US$34.52 |
2/18/2025 |
US$42.75 |
2/16/2022 |
US$41.30 |
2/16/2025 |
US$43.07 |
2/15/2023 |
US$39.77 |
2/15/2025 |
US$43.07 |
2/14/2024 |
US$34.19 |
2/14/2025 |
US$43.07 |
8/8/2023 |
$48.08 |
8/8/2025 |
$64.69 |
3 Includes RSUs and dividend equivalents, that matured in 2025. The values of the share-based awards are based on the following:
Grant date |
Grant price |
2025 vesting date |
Volume weighted average share price for the 20 trading days preceding the vesting date |
|
|
|
|
2/16/2022 |
$52.61 |
2/16/2025 |
$63.68 |
2/16/2022 |
US$41.30 |
2/16/2025 |
US$44.51 |
4 Includes PSUs and dividend equivalents, that vested in 2025. The values of the share-based awards are based on a performance multiplier of 1.34x and the volume weighted average share price of an Enbridge share on the TSX for the 20 trading days immediately preceding the maturity date February 10, 2026, on which performance was certified.
Grant date |
Grant price |
2025 vesting date |
Volume weighted average share price for the 20 trading days preceding the vesting date |
|
|
|
|
2/15/2023 |
$53.06 |
12/31/2025 |
$66.73 |
2/15/2023 |
US$39.77 |
12/31/2025 |
US$48.27 |
5 Includes STIP, based on the Enbridge scorecard with variability of business unit financial performance and individual performance for the 2025 performance year.
Termination of employment and change-in-control arrangements
Employment agreements
Enbridge has employment agreements with all NEOs. The terms in the employment agreements are competitive and part of a comprehensive compensation package that assists in recruiting and retaining top executive talent.
The agreements generally provide payments for executives in the case of involuntary termination for any reason (other than for cause) or voluntary termination within 150 days after constructive dismissal, as defined in each agreement, and do not provide for any “single-trigger” severance payments upon a change in control of the Company. As a condition to receiving payments under the employment agreements upon a qualifying termination of employment, the executive must execute a general release of claims in favour of Enbridge and comply with the following restrictive covenants:
Confidentiality provision |
Non-competition/solicitation |
No recruitment |
2 years after departure |
1 year after departure |
2 years after departure |
100 Enbridge Inc. 2026 Management Information Circular |
|
|
The amounts shown in the table below include the estimated incremental payments and benefits that would be payable to each of our NEOs as a result of the specified triggering event, assumed to occur as of December 31, 2025. The actual amounts that would be payable in these circumstances can be determined only at the time of the executive’s separation, would include payments or benefits already earned or vested and may differ from the amounts set forth in the table below. Amounts in U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.3708 in 2025.
Executive |
Triggering Event1 |
Base salary2 |
Short-term incentive3 |
Medium-term incentive4 |
Long-term incentive5 |
Pension6 |
Benefits7 |
Total |
Gregory |
CIC |
— |
— |
— |
— |
— |
— |
— |
L. Ebel |
Death |
— |
— |
38,780,730 |
13,680,889 |
— |
76,027 |
52,537,646 |
|
Retirement |
— |
— |
38,631,679 |
13,680,889 |
— |
76,027 |
52,388,595 |
|
Voluntary or for cause termination |
— |
— |
— |
— |
— |
76,027 |
76,027 |
|
Involuntary termination not for cause |
3,953,387 |
9,177,805 |
38,631,679 |
13,680,889 |
3,023,000 |
174,725 |
68,641,485 |
|
Involuntary or good reason termination after a CIC |
3,953,387 |
9,177,805 |
38,780,730 |
13,680,889 |
3,023,000 |
174,725 |
68,790,536 |
Patrick |
CIC |
— |
— |
— |
— |
— |
— |
— |
R. Murray |
Death |
— |
— |
7,610,853 |
3,883,142 |
— |
31,754 |
11,525,749 |
|
Retirement |
— |
— |
— |
— |
— |
— |
— |
|
Voluntary or for cause termination |
— |
— |
— |
— |
— |
31,754 |
31,754 |
|
Involuntary termination not for cause |
1,651,200 |
2,065,133 |
4,127,908 |
3,883,142 |
2,409,000 |
121,062 |
14,257,445 |
|
Involuntary or good reason termination after a CIC |
1,651,200 |
2,065,133 |
7,610,853 |
3,883,142 |
2,409,000 |
121,062 |
17,740,390 |
Cynthia |
CIC |
— |
— |
— |
— |
— |
— |
— |
L. Hansen |
Death |
— |
— |
9,582,391 |
3,816,627 |
— |
36,985 |
13,436,003 |
|
Retirement |
— |
— |
9,541,760 |
3,816,627 |
— |
36,985 |
13,395,372 |
|
Voluntary or for cause termination |
— |
— |
— |
— |
— |
36,985 |
36,985 |
|
Involuntary termination not for cause |
1,923,232 |
2,959,332 |
9,541,760 |
3,816,627 |
1,825,000 |
121,975 |
20,187,926 |
|
Involuntary or good reason termination after a CIC |
1,923,232 |
2,959,332 |
9,582,391 |
3,816,627 |
1,825,000 |
121,975 |
20,228,557 |
Colin |
CIC |
— |
— |
— |
— |
— |
— |
— |
K. Gruending |
Death |
— |
— |
9,275,870 |
4,871,353 |
— |
36,050 |
14,183,273 |
|
Retirement |
— |
— |
5,192,950 |
4,871,353 |
— |
36,050 |
10,100,353 |
|
Voluntary or for cause termination |
— |
— |
— |
— |
— |
36,050 |
36,050 |
|
Involuntary termination not for cause |
1,874,600 |
2,964,535 |
5,192,950 |
4,871,353 |
1,857,000 |
133,884 |
16,894,322 |
|
Involuntary or good reason termination after a CIC |
1,874,600 |
2,964,535 |
9,275,870 |
4,871,353 |
1,857,000 |
133,884 |
20,977,242 |
Reginald |
CIC |
— |
— |
— |
— |
— |
— |
— |
D. Hedgebeth |
Death |
— |
— |
9,337,103 |
2,391,239 |
— |
36,711 |
11,765,053 |
|
Retirement |
— |
— |
5,319,016 |
2,391,239 |
— |
36,711 |
7,746,966 |
|
Voluntary or for cause termination |
— |
— |
— |
— |
— |
36,711 |
36,711 |
|
Involuntary termination not for cause |
1,908,976 |
1,657,378 |
5,319,016 |
2,391,239 |
1,338,000 |
135,409 |
12,750,018 |
|
Involuntary or good reason termination after a CIC |
1,908,976 |
1,657,378 |
9,337,103 |
2,391,239 |
1,338,000 |
135,409 |
16,768,105 |
1 Mr. Ebel, Ms. Hansen, Mr. Gruending, and Mr. Hedgebeth are retirement eligible as of December 31, 2025. Retirement eligibility under Enbridge programs means age 55 or older.
2 Reflects a lump sum payment equal to two times the NEOs base salary in effect as at December 31, 2025.
102 Enbridge Inc. 2026 Management Information Circular |
|
|
Awards granted and outstanding as of December 31, 2025
Awards outstanding |
|
Number |
Percentage of total issued and |
|
|
|
|
2019 LTIP1 |
|
19,988,951 |
0.9162% |
Incentive Stock Option Plan |
|
1,052,463 |
0.0482% |
Spectra 2007 LTIP – stock options2 |
|
— |
0% |
1 Includes options and share-settled RSUs outstanding under the 2019 LTIP.
2 Awards granted under the Spectra 2007 LTIP as described in the “Assumed equity-based compensation awards from Spectra Energy” section.
Plan restrictions – 2019 LTIP
Enbridge shares reserved for issue under the 2019 LTIP |
|
49,700,000 in total, or 2.28% of Enbridge’s total issued and outstanding Enbridge shares as of December 31, 2025.
The total number of Enbridge shares reserved for issuance to Insiders pursuant to all security-based compensation arrangements of the Company shall not exceed 10% of the number of Enbridge shares outstanding at the time of reservation. |
Enbridge shares that can be issued in a one-year period |
|
The total number of Enbridge shares issued to Insiders pursuant to all security-based compensation arrangements of the Company shall not exceed 10% of the number of Enbridge shares outstanding at the time of issuance (excluding any other Enbridge shares issued under all security-based compensation arrangements of the Company during such one-year period). |
The number of Enbridge shares that can be issued as incentive stock options (within the meaning of the U.S. Internal Revenue Code) |
|
Up to 2,000,000 Enbridge shares can be issued under the 2019 LTIP as Incentive Stock Options. |
Stock options delivered to a greater than 10% shareholder |
|
If an Incentive Stock Option is granted to a greater than 10% shareholder, the grant price will not be less than 110% of the fair market value on the grant date of the Incentive Stock Option, and in no event will such Incentive Stock Option be exercisable after the expiration of five years from the date on which the Incentive Stock Option is granted. |
Minimum vesting |
|
All awards shall be subject to a minimum vesting schedule of at least twelve months following the date of grant of the award, provided that vesting may accelerate in connection with death, retirement, a CIC or other termination of service.
Notwithstanding the foregoing, up to 5% of the Enbridge shares available for grant under the 2019 LTIP may be granted with a minimum vesting schedule that is shorter than twelve months. |
104 Enbridge Inc. 2026 Management Information Circular |
|
|
Termination provisions of equity compensation plans
The termination provisions for equity compensation awards granted under the 2019 LTIP (as governed by the incentive stock option grant agreements and the restricted stock unit grant agreements), and the incentive stock option plan (2007), as revised are summarized below.
Reason for termination |
|
Incentive stock option provisions1 |
|
Restricted stock unit provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
Resignation |
|
Can exercise vested options up to 30 days from the date of termination or until the option term expires (if sooner). |
|
All outstanding RSUs are forfeited. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement |
|
For incentive stock options granted prior to 2020, options can be exercised up to three years from retirement or until the stock option term expires (if sooner). For incentive stock options granted in 2020 and thereafter, options continue to vest and can be exercised up to five years from retirement or until the stock option term expires (if sooner). |
|
For RSUs granted prior to 2024, RSUs are prorated to retirement date and value is assessed and settled at the end of the usual term. For RSUs granted in 2024 and thereafter, RSUs are not prorated for employees between the age of 55-59 with 30+ years of experience or who are age 60 and older at retirement date. RSUs are prorated to retirement date and value is assessed and settled at the end of the usual term if the foregoing criteria are |
|
|
|
|
|
|
|
|
|
|
|
|
|
Death |
|
All options vest and can be exercised up to 12 months from the date of death or until the option term expires (if sooner). |
|
All outstanding RSUs become vested and are settled no later than 30 days following the date of death. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Disability |
|
Options continue to vest based on the regular provisions of the plan. |
|
All outstanding RSUs become vested and are settled no later than 30 days following the date of disability. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary |
not for cause |
|
Unvested options continue to vest and options that are vested or become vested can be exercised up to 30 days after the termination date or the notice period (if applicable) or until the option term expires (if sooner). |
|
RSUs are prorated to termination date (plus any applicable notice period) and value is assessed and settled at the end of the usual term. |
|
|
|
|
|
|
|
|
|
|
|
|
for cause |
|
All options are cancelled on the date of termination. |
|
All outstanding RSUs are forfeited. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of control or |
|
For 2016 grants, for a change of control, options vest on a date determined by the HRC Committee before the change of control. For any other kind of reorganization, options are to be assumed by the successor Company. If they are not assumed, they will vest and the value will be paid in cash. Beginning with the 2017 grants, if the employment of a participant is |
|
If the employment of a participant is terminated without cause, (including constructive dismissal) by the Company or a subsidiary within two years after a change of control, then all outstanding RSUs become vested and are settled no later than 30 days following the date of termination. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other transfer or assignment of |
|
The holder of an option may not transfer or assign it other than by will, or as allowed by the laws of descent and distribution. |
|
The award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. |
|
|
|
|
|
|
|
1 Differences in termination provisions apply for US$ options where the executive has elected treatment as incentive stock options within the meaning of U.S. Internal Revenue Code Section 422. All U.S. ISOs beginning with the 2018 grant are issued as non-qualified.
106 Enbridge Inc. 2026 Management Information Circular |
|
|
Summary of defined benefits
The following table outlines estimated annual retirement benefits, accrued pension obligations and compensatory and non-compensatory changes for the NEOs under the defined benefit pension plans. All information is based on the assumptions and methods used for the purposes of reporting the Company’s financial statements and which are described in the Company’s financial statements.
|
|
Credited |
Annual benefits |
|
Accrued |
Compensatory change1 |
Non-compensatory change2 |
Accrued Obligation at December 31, 2025 |
|
|
|
service |
At year end |
At age 65 |
|
($) |
($) |
($) |
($) |
Executive |
|
(years) |
($) |
($) |
|
A |
B |
C |
A + B + C |
|
|
|
|
|
|
|
|
|
|
Gregory L. Ebel3,4 |
|
3.00 |
206,000 |
506,000 |
|
1,732,000 |
1,008,000 |
176,000 |
2,916,000 |
Patrick R. Murray |
|
19.00 |
400,000 |
795,000 |
|
5,950,000 |
681,000 |
356,000 |
6,987,000 |
Cynthia L. Hansen4,5,6 |
|
20.42 |
653,000 |
698,000 |
|
9,052,000 |
797,000 |
699,000 |
10,548,000 |
Colin K. Gruending6 |
|
22.25 |
695,000 |
869,000 |
|
9,038,000 |
428,000 |
275,000 |
9,741,000 |
Reginald D. Hedgebeth4,7 |
|
2.29 |
55,000 |
252,000 |
|
410,000 |
321,000 |
67,000 |
798,000 |
1 The components of compensatory change are current service cost and the difference between actual and estimated pensionable earnings.
2 The non-compensatory change includes interest on the accrued obligation at the start of the year, changes in actuarial assumptions and other experience gains and losses not related to compensation.
3 Mr. Ebel accrued a deferred vested pension benefit, and is also in receipt of a pension, from various legacy pension plans in respect of service while employed by Spectra Energy prior to February 27, 2017. These entitlements were assumed by Enbridge on closing of the Merger Transaction, as described in the “Assumed equity-based compensation awards from Spectra Energy” section, but are not linked to, or impacted by, his employment with Enbridge Inc., so are not included in the above table. As at December 31, 2025, the accrued obligation in respect of these legacy entitlements is C$5,586,000 and the accrued annual benefits payable at year end is approximately C$350,000.
4 U.S. dollars have been converted to Canadian dollars using US$1 = C$1.4382 for the accrued obligation at January 1, 2025 and US$1 = C$1.3708 for the accrued obligation at December 31, 2025. The impact of changes to exchange rates on Mr. Ebel, Ms. Hansen, and Mr. Hedgebeth’s accrued obligation are reflected in the non-compensatory change.
5 Ms. Hansen’s expected January 1, 2027 retirement date has been reflected in the annual benefits payable at age 65 and the accrued obligation at December 31, 2025. Ms. Hansen’s SMPP retirement benefit is indexed for inflation.
6 In 2020, Ms. Hansen and Mr. Gruending were granted a temporary hold-harmless against a reduction to their SMPP pension resulting from the significant reductions in base salary should they retire within five years of the reduction. These temporary base salary reductions were related to the impacts of COVID-19, reduced energy demand and reduced commodity prices, and were not intended to have a permanent impact on the SMPP lifetime pensions. NEO base salaries were reinstated in 2021. This temporary hold-harmless expired on June 1, 2025 and is no longer included in the above table.
7 Mr. Hedgebeth accrued a deferred vested pension benefit in respect of service while employed by Spectra Energy prior to March 2, 2017. This entitlement was assumed by Enbridge on closing of the Merger Transaction but is not linked to, or impacted by, his employment with Enbridge Inc., so is not included in the above table. As at December 31, 2025, the accrued obligation in respect of this legacy entitlement is C$381,000 and the accrued annual benefits payable at year end is approximately C$40,000.
Defined contribution plan
The defined contribution pension plan is a non-contributory pension plan. The level of contribution varies, depending on age and years of service. None of the NEOs are currently participating in the defined contribution pension plan.
Mr. Murray, Ms. Hansen, and Mr. Gruending participated in the defined contribution plan for approximately ten years, six years, and four years respectively, prior to joining the SMPP. The values shown below reflect market value of assets of the defined contribution plan.
Executive |
|
Accumulated value at January 1, 2025 |
Compensatory |
Accumulated value at December 31, 2025 |
|
|
|
|
|
Patrick R. Murray |
|
135,352 |
— |
157,410 |
Cynthia L. Hansen |
|
196,216 |
— |
212,878 |
Colin K. Gruending |
|
130,005 |
— |
154,937 |
1 The compensatory change is equal to contributions made by the Company during 2025.
108 Enbridge Inc. 2026 Management Information Circular |
|
|
Stock options
Other stock-based awards
110 Enbridge Inc. 2026 Management Information Circular |
|
|
The Human Resources and Compensation Committee has reviewed and discussed the preceding Compensation
Discussion and Analysis with management. Based on the review and discussion, the Human Resources and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Circular. This
report is provided by the following independent directors who comprised the Human Resources and Compensation
Committee on December 31, 2025:
Stephen S. Poloz (Chair)
Susan M. Cunningham
S. Jane Rowe
Douglas L. Foshee
112 Enbridge Inc. 2026 Management Information Circular |
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Our forward-looking statements are subject to risks and uncertainties pertaining to the successful execution of our strategic priorities; operating performance; legislative and regulatory parameters; litigation; acquisitions, dispositions and other transactions and the realization of anticipated benefits therefrom; evolving government trade policies, including potential and announced tariffs, duties, fees, economic sanctions or other trade measures; operational dependence on third parties; dividend policy; project approval and support; renewals of rights-of-way; weather; economic and competitive conditions; public opinion; changes in tax laws and tax rates; exchange rates; inflation; interest rates; commodity prices; access to and cost of capital; our ability to maintain adequate insurance in the future at commercially reasonable rates and terms; political decisions; global geopolitical conflicts and conditions; and the supply of, demand for and prices of commodities and other alternative energy, including but not limited to, those risks and uncertainties discussed in this Management Information Circular, our 2025 annual report on Form 10-K and in our other filings with Canadian and U.S. securities regulators. The impact of any one assumption, risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and our future course of action depends on management’s assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statement made in this Management Information Circular or otherwise, whether as a result of new information, future events or otherwise. All forward-looking statements, whether written or oral, attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
Sustainability-related disclosures
This Management Information 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, commitments, practices 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 commitments 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.
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ENBRIDGE® Computershare 320 Bay Street, 14th Floor Toronto, ON M5H 4A6 www.computershare.com Security Class 123 Holder Account Number Form of Proxy - Annual Meeting of the shareholders of Enbridge Inc. to be held on Wednesday, May 6, 2026 This proxy is solicited by and on behalf of Management of Enbridge Inc. Notes to proxy 1. Every shareholder has the right to appoint some other person or company of the shareholder’s choice, who need not be a shareholder of Enbridge, to attend and act on the shareholder’s behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse and return your proxy by mail or vote by Internet at www.investorvote.com. In addition, YOU MUST go to www.Computershare.com/EnbridgeAGM by 1:30 p.m. MDT on May 4, 2026, and provide Computershare with the required information for your chosen proxyholder so that Computershare may provide the proxyholder with a Control Number via email. This Control Number will allow your proxyholder to log into and vote at the meeting. Without a Control Number your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote. 2. If your Enbridge shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual, you must sign this proxy stating your signing capacity. If you are voting on behalf of a corporation, provide your name and position, e.g., ABC Inc., per John Smith, President). You may also be required to provide documentary evidence that you are authorized to sign this proxy. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If this proxy is not dated, it will be deemed to be dated the date this form was received by or on behalf of Enbridge Inc. 5. The shares represented by this proxy will be voted as directed by the shareholder; however, if such a direction is not made in respect of any matter and the management nominees named on the reverse are appointed proxyholders, this proxy will be voted as recommended by the Board of Directors of Enbridge. 6. The shares represented by this proxy will be voted for, against or withheld or abstained from voting on each of the matters described herein, as applicable, in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder has specified a choice with respect to any matter to be acted on, the shares will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to the matters identified in the Notice of Meeting or in respect of any other matters that may properly come before the meeting or any adjournment or postponement thereof. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management, including the Management Information Circular of Enbridge. Fold Proxies submitted must be received by 1:30 p.m., Mountain Daylight Time (MDT), on Monday, May 4, 2026. If the meeting is postponed or adjourned, proxies submitted must be received no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time the meeting is reconvened. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone To Vote Using the Internet To Receive Documents Electronically To Virtually Attend the Meeting • Call the number listed BELOW from a touch tone telephone.1-866-732-VOTE (8683) Toll Free • Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now. • You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com/enbridge and clicking at the bottom of the page. • You can attend the meeting virtually by visiting the URL provided on the back of this proxy. If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for shares held in the name of a corporation or shares being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a shareholder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER 025GYA

+ + Appointment of Proxyholder I/We, being shareholder(s) of Enbridge Inc. hereby appoint Gregory L. Ebel, President and CEO of Enbridge, or failing him, Steven W. Williams, Chair of the Board OR Print the name of the person you are appointing if this person is someone other than the Management nominees listed herein. Note: If you are appointing a proxyholder other than the Management nominees YOU MUST return your proxy by mail and go to www.Computershare.com/EnbridgeAGM by 1:30 p.m. MDT on May 4, 2026, and provide Computershare with the required information for your appointee so that Computershare may provide the appointee with a Control Number via email. This Control Number will allow your appointee to log in to and vote at the meeting. Without a Control Number your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote. as my/our proxyholder with full power of substitution to attend, act and to vote for and on behalf of the shareholder(s) in accordance with the following directions (or if no directions have been given, or if there is any variation or amendment to the below matters or any matter not set forth below properly comes before the meeting, as the proxyholder sees fit) at the Annual Meeting of shareholders of Enbridge Inc. (“Enbridge”) to be held via live audio webcast online at https://meetings.lumiconnect.com/400-294-381-075 on Wednesday, May 6, 2026, at 1:30 p.m., Mountain Daylight Time, and at any adjournment or postponement thereof. The Board of Directors recommends voting “FOR” Items 1, 2, 3 and 4. Voting recommendations are indicated by highlighted text over the boxes. 1. Election of Directors For Against 01. M.M. (Mike) Ashar 02. Gaurdie E. Banister 03. Susan M. Cunningham 04. Gregory L. Ebel 05. Jason B. Few 06. Douglas L. Foshee 07. Theresa B.Y. Jang 08. Teresa S. Madden For Against 09. Manjit Minhas 10. Stephen S. Poloz 11. S. Jane Rowe 12. Steven W. Williams For Against Fold 2. Appoint the auditors Appoint PricewaterhouseCoopers LLP as auditors of Enbridge and authorize the directors to fix their remuneration For Withhold For Against Abstain 3. Advisory vote on executive compensation Accept Enbridge’s approach to executive compensation, as disclosed in the Management Information Circular For Against Abstain 4. Shareholder rights plan Amend, reconfirm and approve Enbridge’s shareholder rights plan Signature of Proxyholder I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the meeting. If no voting instructions are indicated above and the Management nominees are appointed proxyholders, this proxy will be voted as recommended by the Board of Directors. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President. Fold Signature(s) Date DD/MM/YY Signing Capacity Annual Financial Statements – As a registered shareholder, you will receive annual financial statements and Management’s Discussion & Analysis. If you DO NOT wish to receive these by mail, please mark this box. Interim Financial Statements – In accordance with securities regulations, shareholders may elect annually to receive interim financial statements and Management’s Discussion & Analysis. If you wish to receive these by mail, please mark this box. Note: You can access Enbridge’s financial reports on our website at enbridge.com. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/enbridge. ERDQ 390248 AR3 + 025GZC