TC Energy (TRP) AGM 2024 summary

Opening remarks and agenda

• Chair welcomed shareholders, acknowledged Indigenous lands, and outlined the agenda, including director elections, auditor appointment, a major spin-off, executive compensation, and a shareholder proposal.

• Annual and Special Meeting held virtually on June 4, 2024, with voting on director elections, auditor appointment, arrangement resolution, South Bow Shareholder Rights Plan, and an executive compensation proposal.

• Introduced key executives and external auditors present to answer questions.

• Noted the presence of forward-looking statements and referenced the annual report for risk disclosures.

• Shareholders approved the spinoff of the Liquids Pipelines business, creating South Bow Corporation, and elected the Board of Directors for the next term.

Board and executive committee updates

• John Lowe chaired his first meeting, succeeding Siim Vanaselja, who remains on the board and stands for re-election.

• 13-member Board, 92% independent, with separate Board Chair and CEO roles; 38% women and two racially or ethnically diverse directors.

• All 13 director nominees were elected with strong majority support, each receiving over 97% of votes cast.

• All directors received over 90% support in 2023; 11 of 13 received over 99%.

• Management's recommendations on all business items received strong shareholder backing.

Shareholder proposals

• Chief Na'moks and Salal Foundation presented proposals for independent assessment of the company's practices regarding free, prior, and informed consent with Indigenous peoples; Board recommended voting against, citing existing engagement and reporting.

• The board acknowledged the importance of Indigenous partnerships and continuous improvement.