Contents

Our core values

Safety Comes First – Stand for People – Empowered to Act – Optimism Charges Us – Win As One: these core values are the foundation of our business. These values are reflected in this Code of Business Conduct (this “Code”), which defines how each of us, as employees, officers and directors of Hydro One Limited and Hydro One Inc. and their respective subsidiaries (together, “Hydro One”), act.

For Hydro One to be successful, we must continually earn the trust and confidence of our customers, investors, stakeholders and each other. Each business action and decision provides us with this opportunity. Our core values guide our actions and decisions by reminding us each day of who we are and strive to be in all of our business activities.

We must strive to conduct business on behalf of, and to represent, Hydro One with unfailing honesty and integrity and to uphold each of our core values:

Safety comes first

We make the world a safer place

Stand for people

We believe in equity, diversity and inclusion as the source of our strength

Empowered to act

We recognize our power to improve people’s lives

Optimism charges us

We see potential in everything

Win as one

We work together to deliver results

Application of this Code

Who must follow this Code?

All employees and officers of Hydro One, including the President and CEO, Chief Financial & Regulatory Officer, and directors of Hydro One are required to comply with this Code as representatives of Hydro One (collectively, “representatives”). In addition, Hydro One requires each of its contractors, suppliers, business partners, consultants and agents (together, “business partners”) to comply with this Code, to the greatest extent feasible, in their dealings with or on behalf of Hydro One.

The standards outlined in this Code extend beyond the workplace and may apply to conduct outside of work when such behaviour impacts Hydro One’s reputation, relationships, or legal obligations. Representatives are expected to uphold the principles of this Code at all times.

What is expected of me?

We are all expected to:

Employees and contractors are expected to familiarize themselves with this Code when they first start work and complete all required training thereafter, including the annual Code of Business Conduct training. Management Compensation Plan (“MCP”) employees must complete and sign annually, and update as necessary, a Code of Business Conduct Compliance Form, confirming their compliance with this Code and declaring all outside appointments, directorships or officer positions and any resulting conflicts of interest. This form is available through Hydro One’s learning management system.

What else is expected of supervisors?

Supervisors share the same obligations as other representatives, but are also expected to:

What happens if I violate this Code?

If we violate this Code or any applicable laws relevant to our roles at Hydro One, we will be subject to disciplinary procedures, which may have consequences up to and including dismissal. Such violations may also result in criminal, regulatory and/or civil liability.

Paramountcy

The Code serves as an overarching policy that establishes the standard for ethical behavior and compliance throughout the organization. It embodies our commitment to integrity, accountability, and respect in all business practices. All company policies are designed to uphold its principles. Any breach of company policy constitutes a violation of the Code.

This Code references various other policies of Hydro One If the standard of conduct described in this Code conflicts with any other policy of Hydro One (referred to in this Code), representatives and business partners must comply with the higher of the two standards. However, if an applicable law imposes a higher standard than a Hydro One policy or this Code, representatives and business partners must comply with the applicable law.

What if I have questions?

Honesty and common sense are the best guidelines for assessing whether or not an action will be in compliance with this Code, and Hydro One relies on each of us to apply our own personal judgment in carrying out our duties.

However, this Code is not a complete guide to every legal or ethical issue that we may encounter, nor is it a summary of all applicable laws and Hydro One policies and procedures that may apply in a given situation. As a result, there will be times when we will have questions about how this Code applies to us, or about whether a particular action will be in compliance with this Code.

Standards of business conduct

Health and safety

We are committed to delivering Hydro One’s products and services in a manner that minimizes the risk of harm to ourselves, our colleagues, and the public. We place health, safety, and wellness at the core of every decision and action, and lead by example in upholding these principles.

Your role in Fit for Duty compliance:

Ethics meter
• Do I actively look out for my own well-being and support the safety of others?
• Do I speak up when I see something wrong?
• Do I communicate my concerns to my manager promptly and responsibly?

Diversity and inclusion

Hydro One believes and recognizes that having a diverse and inclusive workforce enhances Hydro One’s organizational strength and economic returns, creates sustainable economic advantage, and reflects the diversity of our stakeholders, including customers, employees, suppliers and shareholders, and the demographics of the communities in which we operate. We must all act in a manner that is consistent with Hydro One’s commitment to diversity and inclusion and seek to recognize the mutual benefits from working together with people from different backgrounds and experiences.

Ethics meter
• Am I aware of how my attitude and behaviour impact others?
• Do I try and strive to understand other people’s reality instead of judging them?

Working at our highest potential

We are all accountable for our work and for our results and are committed to giving our full effort in everything we do. We expect to be evaluated by standards such as quality, quantity, timeliness, and whether the work has been completed safely and within the limits of allocated resources. We follow instructions from our supervisor and ask questions when appropriate.

You are a Hydro One ambassador. Our actions in the workplace and outside of work matter as they can have a direct impact on Hydro One’s reputation and brand. We are expected to act professionally and as ambassadors of Hydro One by fulfilling our job duties and meeting our job responsibilities with integrity while showing respect toward customers, employees, suppliers, stakeholders and members of the public. Where a situation might pose a risk to Hydro One’s reputation and brand, our actions outside of work may constitute a violation of the Code.

We are expected to complete our duties with best efforts, skill and in a timely manner while applying good judgment.

Supervisors must follow leadership practices that promote employee commitment and encourage high performance, set clear expectations and provide appropriate support and timely feedback to the Hydro One representatives who report to them.

Ethics meter
• Do I stand behind the company’s decisions?
• Do I provide quality work to the best of my abilities while acting as an ambassador for the company?

Avoiding conflicts of interest

We owe a duty to Hydro One to make decisions with honesty and integrity and not to deprive Hydro One of the time and attention required to properly perform our duties on behalf of Hydro One. We must declare all conflicts of interest (as defined below) to our supervisor or to the Ethics Office in a timely and forthcoming manner. Conflicts should be declared as soon as the potential for a conflict of interest is identified and must be declared before engaging in the proposed activity.

Family members and friends

We have a conflict of interest where any of our family or friends receive a personal benefit, or may receive a personal benefit, as a result of any business decisions we make on behalf of Hydro One.

We must not receive or give special consideration relating to employment, conditions of employment or any other business decision to or from family members and friends. All of Hydro One’s business and human resources decisions must be based on sound ethical business and management practices and not influenced by personal concerns.

Ethics meter
• Could I or a related person benefit from this situation or be perceived as benefitting from it?
• Would a reasonably well-informed person believe that my decision/action was influenced by my personal interests or the interests of a related person?

Pursuing outside activities

We are encouraged to contribute to our communities and to our professional organizations and we may engage in activities or do work outside of Hydro One (including for ourselves) provided that the activity or work does not create a conflict of interest. Examples of activities or work outside of Hydro One that will create a conflict of interest include:

Accepting Board appointments

We obtain the prior approval of the Ethics Office before agreeing to serve as a director on the board of another for-profit business or organization if our service on that board could create a conflict of interest, including in any case where the business or organization is or is reasonably expected to become a supplier to or a commercial or industrial customer or competitor of Hydro One.

Prior approval of the Ethics Office is not required to serve as a director of:

If we serve as a director on any board (other than a Hydro One board), we must not vote on any matter that concerns Hydro One or which we think might otherwise create a conflict of interest for us or for Hydro One. Similarly, if we act as a spokesperson for any business or organization, we make it clear that we are speaking for that business or organization or for ourselves and not as a spokesperson or representative of Hydro One.

The External Directorship Policy applies to employees who are at the Vice President level or above (excluding the Chief Executive Officer) and sets out to the process for obtaining prior approval of the CEO prior to agreeing to stand for election or appointment to an external directorship. This Policy is in addition to any obligations employees may have with respect to external directions under this Code.

If in doubt at any time about whether service on any board creates a conflict of interest, speak to your supervisor or to the Ethics Office.

Ethical purchasing decisions

We make all purchasing decisions honestly and with integrity, using such criteria as competitive pricing, quality, quantity, delivery, and service. We comply and ensure our business partners comply with Hydro One’s Supplier Code of Conduct, including with respect to Hydro One’s zero tolerance of modern slavery in its labour force or supply chains.

We avoid making purchasing decisions that create a conflict of interest for us or for Hydro One, including where there could be an allegation of favouritism, prejudice, preferential treatment or personal gain. Purchases required for legitimate Hydro One business must be in compliance with Hydro One’s Expense Management and Corporate Charge Card Procedure, and any other relevant and applicable policies and procedures.

We inform each of our business partners about this Code and about our expectation that they comply with it, to the greatest extent feasible, in their dealings with or on behalf of Hydro One. We will communicate any non-compliance by any of our business partners to Hydro One’s Ethics Office, who will recommend what actions should be taken, up to and including termination of the business relationship.

Ethics meter
• Do I maintain a healthy distance, enabling me to remain independent and neutral with respect to suppliers?

Business gifts and hospitality

We do not (directly or indirectly) offer, give, request or accept any:

Making investments

In general, investments made by us or by our immediate family members in publicly-traded or privately-held businesses or organizations will not create a conflict of interest, but we must be aware that these investments may create a conflict of interest in some circumstances.

Where an investment creates a conflict of interest, we must obtain the approval of our supervisor and the Ethics Office before making the investment. Investments that will create a conflict of interest include investments in businesses or organizations that compete with Hydro One or which have a business relationship with Hydro One as a supplier or as a commercial or industrial customer. However, this prohibition does not apply if the investment represents less than five percent of the issued and outstanding equity securities of the business or organization (including equity securities held by us and by our immediate family).

We must also promptly notify our supervisor and the Ethics Office if we know a family member or a friend has an investment that represents more than five percent of the issued and outstanding equity securities of a business or organization that competes with Hydro One or which has a business relationship with Hydro One as a supplier or as a commercial or industrial customer, even where we do not hold an investment in that business or organization ourselves.

Insider trading and personal advantage

We only buy or sell securities of Hydro One in accordance with Hydro One’s Insider Trading Policy. This means that we do not buy or sell securities of Hydro One while we know about “Material Information” relating to Hydro One that has not been generally disclosed to the public in accordance with Hydro One’s Corporate Disclosure Policy (“insider trading”). We also keep all undisclosed Material Information confidential, and we do not pass any of it on to others, including to a spouse, friends or family members (“tipping”). We must also not recommend the purchase or sale of securities of Hydro One while in possession of undisclosed Material Information (“recommending”).

In addition to being a violation of this Code, both insider trading, tipping and recommending are illegal.

We do not use any Confidential Information for private speculation or personal advantage or benefit, including for purposes of trading in securities of any of Hydro One’s customers or suppliers with the benefit of any Confidential Information relating to that customer or supplier.

Protecting the environment

We strive to comply with all environmental laws, rules and regulations, and Hydro One will also move beyond compliance where it makes business sense to do so. We design, build and operate our facilities to make efficient use of resources, prevent pollution and reduce environmental effects to the extent that is reasonably achievable. We set environmental objectives and targets, monitor our performance relative to expectations and implement programs to achieve continual improvement.

Using email, the internet, social media and electronic communication devices

Access to electronic communication devices such as phones, tablets, computers, email and the internet is made available to promote effective work-related research, improve our development and enhance communication within Hydro One. These resources should generally be used for business purposes only.

Information transmitted through Hydro One’s equipment or systems implies affiliation with Hydro One and must reflect positively upon Hydro One. When using Hydro One email or the internet at a Hydro One workplace or on or through a Hydro One device or system, we do not send, receive, display, print, or otherwise engage in any communications that are in violation of applicable laws or this Code, or any other Hydro One policy, including, but not limited to:

The use of social networking tools, applications and platforms such as Facebook, LinkedIn, Google+, Yahoo! Groups, Twitter, YouTube, Bumble, Tindr, Instagram, online comment sections and reviews and blogs, including outside of working hours, is subject to this Code and all applicable Hydro One policies, including Hydro One’s Social Media Policy. Whether during or outside of working hours, employees must not:

Fraudulent activity

Fraud is defined as any intentional dishonest act or omission made for the purpose of personal gain, or to cause a loss to Hydro One. It includes, but is not limited to, acts such as theft, false statements or representations, manipulation, criminal deception and abuse of Hydro One’s property or time. Some examples of fraudulent activity may include, but are not limited to:

We take proactive steps to not only deter and detect instances of fraud by Hydro One representatives or any of Hydro One’s customers or business partners, but also to minimize and mitigate the risk of it. Hydro One recognizes the importance of protecting the organization, its operations, its employees and its assets from the consequences of fraudulent activity and is committed to implementing and enforcing a robust Fraud Risk Program. As such, we comply with Hydro One’s Fraud Risk Policy.

If we have concerns about any Hydro One representative or any of Hydro One’s customers or business partners engaging in fraud or in a fraudulent activity, we report our concerns promptly to Hydro One’s Chief Ethics Officer, as Confidential Designee, pursuant to Hydro One’s Whistleblower Policy or anonymously through Mitratech using the contact information provided under the heading “Anonymous Reporting”.

Our obligation not to disclose Confidential Information continues even after we cease to have an employment or other relationship with Hydro One.

In order to protect Confidential Information of Hydro One, we must:

Permitted disclosure of confidential information

We may only disclose Confidential Information to our colleagues within Hydro One where it is necessary for them to perform their assigned work.

We keep the amount of Confidential Information shared with anyone outside of Hydro One to the minimum required, and we may only disclose Confidential Information outside Hydro One where the disclosure is:

The Law Department should be contacted if there is any uncertainty as to whether or not we are permitted to disclose the Confidential Information.

Employee confidential information

We manage all personal information about other representatives of Hydro One in a confidential manner, and we respect the privacy of each other Hydro One representative, including by complying with all applicable privacy legislation and all applicable Hydro One policies and procedures.

Fair competition

We obey the applicable laws governing competition, not conspiring with anyone to lessen competition. We do not engage in anti-competitive practices or illegal activities such as price-fixing, bid-rigging, and kickbacks. We ensure all procurement policies, procedures and required processes are followed. We comply with Hydro One’s Anti-Bribery and Anti-Corruption Policy.

We gather information about competitors in a lawful manner. We do not, directly or indirectly, misrepresent ourselves, use a third party or offer bribes or gifts to solicit proprietary information about competitors.

Use of intellectual property belonging to others

We do not knowingly use intellectual property belonging to another person, business or organization without their consent, a license or other legal right to use that intellectual property, nor do we copy or permit others to copy any software under license to Hydro One other than in accordance with the applicable license.

Political participation

As private citizens, we may take part in the democratic process at any level, including campaigning in elections, during non-working hours. Prior approval is required if we need a leave of absence to participate, and our participation must be kept strictly separate from our association with Hydro One. All such leaves of absence will be without pay.

Hydro One does not make donations (financial or otherwise) to political parties, elected representatives, or candidates for election at any time. We do not, directly or indirectly put pressure on colleagues, customers or suppliers to donate time or money to any political party, candidate or political cause.

Conduct of business outside of Canada

We apply this Code to all of our operations, international as well as domestic, and understand that this Code must be complied with in all circumstances even if conventional practice is different in foreign jurisdictions. We strive to comply with both the letter and spirit of domestic and foreign legal requirements as they apply to our business activities. We also adhere to standards no less onerous than provided by Canadian law concerning the conduct of business in foreign countries.

Dealing with public officials

All of our dealings on behalf of Hydro One with public officials are to be conducted in a transparent manner that does not compromise the integrity or harm the reputation of Hydro One or its representatives or any public official.

We comply with all anti-bribery and anti-corruption legislation, both Canadian and foreign, which may apply to our operations anywhere in the world. Further, even if permitted by applicable legislation or if customary in a jurisdiction, the making of “facilitation payments” of any size to foreign public officials to secure a routine business service or have routine administrative actions performed is prohibited. These restrictions apply to any:

As laws, rules and regulations and policies and directives of regulators can significantly affect Hydro One’s business or operations, from time to time Hydro One may wish to communicate with public officials respecting new laws, rules, regulations, policies and directives, or otherwise seek to participate in the policy-making process. We only do so in compliance with all applicable requirements regarding lobbying activities and with the prior approval of the Ethics Office. Similarly, prior approval of the Ethics Office is required before Hydro One or any representative may accept any request to be appointed to an advisory or study group established by any legislative or regulatory body or which otherwise involves public officials.

Since Hydro One is in a regulated business and is often in contact with regulators about its business and operations, all Hydro One representatives and business partners responsible for contacts with such public officials must be familiar with and comply with the laws, rules and regulations established by the regulator for such communications, including conflict-of-interest rules applicable to representatives of the regulator.

We must also consult with the Ethics Office prior to hiring a current or former public official because applicable laws restrict Hydro One’s ability to engage former public officials as a representative of Hydro One. We will not hire any such official if they participated in a matter reasonably regarded as involving Hydro One’s interests if that matter is still ongoing.

Any retaliation against a representative or business partner who has, truthfully and in good faith, made such a report or taken such an action is subject to disciplinary action, which may include dismissal.

Anonymous reporting

Any actual, potential or suspected violation of this Code can be reported anonymously to the Chief Ethics Officer, as Confidential Designee, in accordance with Hydro One’s Whistleblower Policy, including by mail addressed to “The Audit Committee of the Board of Directors of Hydro One Limited, c/o the Chief Ethics Officer” at 483 Bay St., 8th Floor, South Tower, Toronto, Ontario, M5G 2P5 and marked “confidential” or by email to CorporateEthicsOffice@HydroOne.com.

Alternatively, reports can be submitted anonymously to Mitratech Ethics Hotline (“Mitratech”) by:
		Telephone: 1-866-921-4491;
		Internet: clearviewconnects.com; or
		Confidential Mail PO Box 11017, Toronto, Ontario, M1E 1N0.

Reports can be made to Mitratech 24 hours a day, 7 days a week, 365 days a year.

Choosing to include personal information in a report to Mitratech means you have consented to the collection of that personal information by Hydro One, and the information will be sent to Hydro One.

All reports should include as much detail as possible, including dates, individuals or witnesses involved and any supporting material or evidence that may be relevant to the matter being reported. Hydro One encourages reporting concerns in good faith. While anonymous reports are accepted, there may be investigation limitations if the report lacks sufficient and necessary details. If the information provided does not allow for a thorough review, Hydro One may be unable to fully investigate the matter.

Amendment and interpretation; waivers

Hydro One retains sole discretion in interpreting and applying this Code. Any determination by Hydro One arising from an investigation into a violation or potential or suspected violation of this Code or decision involving a request for a waiver of this Code shall be final and determinative. Determinations under this Code may be reconsidered in limited circumstances, for example where required by applicable law or where material new information arises not available at the time of the decision.

This Code may also be updated, modified, or withdrawn by Hydro One at any time in its sole discretion. This Code, together with any amendments, will be generally disclosed to the public in accordance with all applicable securities laws and stock exchange rules.

Any waivers from this Code for the benefit of:

Approved by the Board on February 13, 2026