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.

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

• The meeting highlighted the vision for two focused energy infrastructure companies post-separation.

Board and executive committee updates

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

• Board set the number of directors at 13, with all nominees standing for one-year terms.

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

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

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

Shareholder proposals

• Chief Na'moks presented a proposal for an independent assessment of the company's approach to Indigenous consent, citing human rights concerns and financial risks; the proposal did not pass.

• Proposal from Salal Foundation requested independent assessment of damages from not obtaining Free, Prior and Informed Consent; Board recommended voting against, citing existing engagement and reporting practices.