CB 1 tm2615308d1_cb.htm FORM CB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form CB

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering)	¨
Securities Act Rule 802 (Exchange Offer)	x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)	¨
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)	¨
Exchange Act Rule 14e-2(d) (Subject Company Response)	¨
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)	¨

Enbridge Pipelines Inc.

(Name of Subject Company)

N/A

(Translation of Subject Company’s Name into English (if applicable))

Canada

(Jurisdiction of Subject Company’s Incorporation or Organization)

Enbridge Inc.

(Name of Person(s) Furnishing Form)

6.55% MEDIUM TERM NOTE DEBENTURES DUE NOVEMBER 17, 2027

6.05% MEDIUM TERM NOTE DEBENTURES DUE FEBRUARY 12, 2029

3.52% MEDIUM TERM NOTE DEBENTURES DUE FEBRUARY 22, 2029

6.50% MEDIUM TERM NOTE DEBENTURES DUE JUNE 11, 2029

2.82% MEDIUM TERM NOTE DEBENTURES DUE MAY 12, 2031

5.08% MEDIUM TERM NOTE DEBENTURES DUE DECEMBER 19, 2036

5.35% MEDIUM TERM NOTE DEBENTURES DUE NOVEMBER 10, 2039

5.33% MEDIUM TERM NOTE DEBENTURES DUE APRIL 6, 2040

4.55% MEDIUM TERM NOTE DEBENTURES DUE AUGUST 17, 2043

4.55% MEDIUM TERM NOTE DEBENTURES DUE SEPTEMBER 29, 2045

4.13% MEDIUM TERM NOTE DEBENTURES DUE AUGUST 9, 2046

4.33% MEDIUM TERM NOTE DEBENTURES DUE FEBRUARY 22, 2049

4.20% MEDIUM TERM NOTE DEBENTURES DUE MAY 12, 2051

5.82% MEDIUM TERM NOTE DEBENTURES DUE AUGUST 17, 2053

(Title of Class of Subject Securities)

46065ZAE7

29250ZAC2

29250ZAX6

29250ZAD0

29250ZAZ1

29250ZAG3

29250ZAJ7

29250ZAM0

29250ZAR9

29250ZAU2

29250ZAW8

29250ZAY4

29250ZBA5

29250ZBB3

(CUSIP Number of Class of Securities (if applicable))

David Taniguchi

Vice President, Legal & Corporate Secretary

Enbridge Inc.

200, 425 - 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

Telephone Number: 1-403-231-3900

with a copy to:

Catherine M. Clarkin

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Telephone Number: (212) 558-4000

(Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized
to Receive Notices and Communications on Behalf of Subject Company)

May 25, 2026

(Date Tender Offer/Rights Offering Commenced)

This Form CB is being furnished by Enbridge Inc. (“Enbridge”), a corporation governed by the laws of Canada, in connection with (i) the meeting (the “Meeting”) of the holders of issued and outstanding 6.55% medium term note debentures due November 17, 2027, 6.05% medium term note debentures due February 12, 2029, 3.52% medium term note debentures due February 22, 2029, 6.50% medium term note debentures due June 11, 2029, 2.82% medium term note debentures due May 12, 2031, 5.08% medium term note debentures due December 19, 2036, 5.35% medium term note debentures due November 10, 2039, 5.33% medium term note debentures due April 6, 2040, 4.55% medium term note debentures due August 17, 2043, 4.55% medium term note debentures due September 29, 2045, 4.13% medium term note debentures due August 9, 2046, 4.33% medium term note debentures due February 22, 2049, 4.20% medium term note debentures due May 12, 2051, and 5.82% medium term note debentures due August 17, 2053 (collectively, the “EPI Notes”) of Enbridge Pipelines Inc., a corporation governed by the laws of Canada (“EPI”), to facilitate the proposed exchange of the EPI Notes for an equal principal amount of newly issued medium term notes of Enbridge (collectively, the “Enbridge Notes”) having financial terms that are the same as the financial terms of the EPI Notes and which will be unconditionally guaranteed by Spectra Energy Partners, LP and Enbridge Energy Partners, L.P. and (ii) the proposed exchange of the EPI Notes for the Enbridge Notes in the manner, and subject to the conditions to completion, described in the Circular (as defined below) included as Appendix A to this Form CB.

PART I — INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

(a) The following documents have been published in the home jurisdiction of Enbridge and EPI and are attachments to this Form CB:

Appendix A:		Management Information Circular and Consent Solicitation Statement with respect to Proposed Amendments to the Trust Indenture Governing the EPI Notes (the “Circular”).

Appendix B:		Consent and Proxy Form for the Meeting.

Appendix C:		Press Release of Enbridge and EPI, dated May 25, 2026.

Appendix D:		Investor presentation, dated May 25, 2026.

(b)

Not Applicable.

Item 2. Informational Legends

Legends complying with Rule 802(b) under the Securities Act of 1933, as amended, have been included in the documents referred to in Item 1.

PART II — INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

Exhibit Index

2.1

The Annual Report on Form 10-K of Enbridge in respect of the financial year ended December 31, 2025 (incorporated by reference to Enbridge’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026).

2.2

The Quarterly Report on Form 10-Q of Enbridge for the quarter ended March 31, 2026 (incorporated by reference to Enbridge’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026).

2.3

The Management Information Circular of Enbridge dated March 3, 2026 relating to the annual meeting of the shareholders of Enbridge held on May 6, 2026 (incorporated by reference to Exhibit 99.1 to Enbridge’s Current Report on Form 8-K filed with the SEC on March 10, 2026).

2.4

Consolidating summary financial information for Enbridge as at and for the years ended December 31, 2025 and 2024.

2.5

Consolidating summary financial information for Enbridge as at and for the three months ended March 31, 2026 and 2025.

PART III — CONSENT TO SERVICE OF PROCESS

Enbridge is also filing an irrevocable consent and power of attorney on Form F-X with the SEC on the date hereof. Enbridge will promptly communicate any change in the name or address of the agent for service to the SEC by amendment of the Form F-X.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Enbridge Inc.
Filer

By:	/s/ David Taniguchi
	Name:	David Taniguchi
	Title:	Vice President, Legal & Corporate Secretary
	Date:	May 26, 2026

Appendix A

These materials are important and require your immediate attention. They require holders of certain medium term note debentures of Enbridge Pipelines Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors. Noteholders with questions may contact the information agent, Sodali & Co by calling toll free in North America at 1-833-830-9927 (1-289-695-3075 by collect call) or by email at assistance@investor.sodali.com.

The transactions described in this document have not been approved by any securities regulatory authority nor has any securities regulatory authority expressed an opinion about the fairness or merits of such transactions, the securities offered pursuant to such transactions or the adequacy of the information contained in this document. Any representation to the contrary is an offence. Noteholders in the United States should read the Notice to Noteholders in the United States on page 1 of the enclosed Circular. The Enbridge Notes (as defined herein) are being acquired pursuant to exemptions from the prospectus requirements contained in applicable securities legislation and without the delivery of a prospectus and, as a result: (a) the former EPI Noteholders (as defined herein) acquiring the Enbridge Notes will be restricted from using the civil remedies that would be available under applicable securities legislation if the distribution of the Enbridge Notes were by prospectus; (b) the former EPI Noteholders acquiring the Enbridge Notes may not receive information that would otherwise be required to be provided to a purchaser under applicable securities legislation if the distribution of the Enbridge Notes were by prospectus; and (c) Enbridge Inc. will be relieved from certain obligations that would otherwise apply under applicable securities legislation if the distribution of the Enbridge Notes were by prospectus.

ENBRIDGE PIPELINES INC.

NOTICE OF MEETING OF THE HOLDERS OF
THE FOLLOWING MEDIUM TERM NOTE debentures OF ENBRIDGE PIPELINES INC.:

Coupon		Maturity Date	CUSIP	Amendment Review Fee (per $1,000 principal amount of EPI Notes)
6.55	%	NOVEMBER 17, 2027	46065ZAE7	$	1.50
6.05	%	FEBRUARY 12, 2029	29250ZAC2	$	1.50
3.52	%	FEBRUARY 22, 2029	29250ZAX6	$	1.50
6.50	%	JUNE 11, 2029	29250ZAD0	$	1.50
2.82	%	MAY 12, 2031	29250ZAZ1	$	3.50
5.08	%	DECEMBER 19, 2036	29250ZAG3	$	3.50
5.35	%	NOVEMBER 10, 2039	29250ZAJ7	$	3.50
5.33	%	APRIL 6, 2040	29250ZAM0	$	3.50
4.55	%	AUGUST 17, 2043	29250ZAR9	$	5.00
4.55	%	SEPTEMBER 29, 2045	29250ZAU2	$	5.00
4.13	%	AUGUST 9, 2046	29250ZAW8	$	5.00
4.33	%	FEBRUARY 22, 2049	29250ZAY4	$	5.00
4.20	%	MAY 12, 2051	29250ZBA5	$	5.00
5.82	%	AUGUST 17, 2053	29250ZBB3	$	5.00

to be held on June 25, 2026

and

MANAGEMENT INFORMATION CIRCULAR AND CONSENT SOLICITATION STATEMENT
WITH RESPECT TO
PROPOSED AMENDMENTS TO THE TRUST INDENTURE GOVERNING
ENBRIDGE PIPELINES INC. MEDIUM TERM NOTE DEBENTURES

May 25, 2026

Information has been incorporated by reference in the enclosed Circular from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Enbridge Inc. at 200, 425 – 1st Street S.W., Calgary, Alberta, T2P 3L8 and are also available electronically on SEDAR+ at www.sedarplus.com.

IMPORTANT DATES

Holders of Enbridge Pipelines Inc. medium term note debentures should consider the following dates and times in connection with the consent solicitation and meeting, which dates and times are subject to modification, waiver or extension at the discretion of Enbridge Pipelines Inc. Capitalized terms used herein are as defined in the glossary of the accompanying management information circular and consent solicitation statement.

Record Date	As of the close of business (Toronto time) on May 20, 2026	The date fixed as the date for the determination of EPI Noteholders entitled to: (a) receive notice of and vote at the Meeting; and (b) provide instructions to (i) consent to or withhold consent from the Note Exchange Resolution, and (ii) vote for or against the Note Exchange Resolution at the Meeting.
Consent Deadline	5:00 p.m. (Toronto time) on June 10, 2026	The deadline for submission of written consents in connection with the Consent Solicitation, unless extended by EPI in its sole discretion. *CDS Participants may set deadlines for the return of consents by Beneficial EPI Noteholders that are in advance of the Consent Deadline.*
Proxy Deadline	12:00 p.m. (Toronto time) on June 23, 2026	The deadline for submission of proxies in connection with the Proxy Solicitation (unless the Meeting is adjourned or postponed). *CDS Participants may set deadlines for the return of proxies or other voting instructions by Beneficial EPI Noteholders that are in advance of the Proxy Deadline.* If the Consent Solicitation results in consents being submitted by EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes by the Consent Deadline, the Note Exchange Resolution will be passed by written consent and the Meeting will be cancelled. Furthermore, EPI reserves the right to extend or modify the Consent Deadline for the Consent Solicitation at any time in its sole discretion. In the event that the Consent Solicitation is extended and the required 75% approval threshold for the Note Exchange Resolution is achieved prior to the Proxy Deadline, EPI will cancel the Meeting. In such circumstances, EPI Noteholders and CDS Participants may have minimal notice that the Meeting has been cancelled. Accordingly, EPI Noteholders should submit elections with respect to the Note Exchange Resolution through CDSX as soon as possible, and prior to the Consent Deadline at 5:00 p.m. on June 10, 2026, to be assured of their entitlement to Amendment Review Fees.
Meeting	10:00 a.m. (Calgary time) / 12:00 p.m. (Toronto time) on June 25, 2026 at the offices of McCarthy Tétrault LLP, 421 7^th Avenue SW, Suite 4000, Calgary, Alberta	The Meeting has been called in order for the EPI Noteholders to consider and, if deemed advisable, pass the Note Exchange Resolution authorizing and approving the Note Exchange Transaction. *The Meeting will only be held if the Consent Solicitation does not achieve the required 75% approval threshold, as more fully described in the Circular.*

Effective Date		As soon as reasonably practical following the approval of the Note Exchange Resolution and the satisfaction or waiver (if applicable) of the other conditions to the Note Exchange Transaction.		If the Note Exchange Resolution is approved by the EPI Noteholders and the other conditions to the Note Exchange Transaction are satisfied or waived, EPI expects to enter into the EPI MTN Supplemental Indenture with the EPI Note Trustee promptly following the satisfaction or waiver (if applicable) of such conditions. However, the Note Exchange Resolution authorizes EPI, in its sole discretion and without further notice to or approval of the EPI Noteholders, to not enter into the EPI MTN Supplemental Indenture.
Amendment Review Fees		Following the Effective Date (to the EPI Note Trustee)		The Amendment Review Fees will be paid to the EPI Note Trustee following the Effective Date, who will, in turn, pay eligible EPI Noteholders. As CDS is the sole registered EPI Noteholder, CDS will distribute payment to the CDS Participants in accordance with normal procedures through the CDSX system.

ELIGIBLE OUTSTANDING MEDIUM TERM NOTE DEBENTURES OF ENBRIDGE PIPELINES INC.

Below is certain information regarding the medium term note debentures of Enbridge Pipelines Inc. that are subject to the matters to be considered at the meeting of noteholders contemplated hereby. Capitalized terms used herein are as defined in the glossary of the accompanying management information circular and consent solicitation statement.

Principal Amount		Coupon			Maturity Date	CUSIP	Amendment Review Fee (per $1,000 principal amount of EPI Notes)		Definition
$	50,000,000		6.55	%	November 17, 2027	46065ZAE7	$	1.50		“2027 Notes”
$	65,000,000		6.05	%	February 12, 2029	29250ZAC2	$	1.50		“2029-02-12 Notes”
$	600,000,000		3.52	%	February 22, 2029	29250ZAX6	$	1.50		“2029-02-22 Notes”
$	109,600,000		6.50	%	June 11, 2029	29250ZAD0	$	1.50		“2029-06 Notes”
$	400,000,000		2.82	%	May 12, 2031	29250ZAZ1	$	3.50		“2031 Notes”
$	150,000,000		5.08	%	December 19, 2036	29250ZAG3	$	3.50		“2036 Notes”
$	200,000,000		5.35	%	November 10, 2039	29250ZAJ7	$	3.50		“2039 Notes”
$	300,000,000		5.33	%	April 6, 2040	29250ZAM0	$	3.50		“2040 Notes”
$	300,000,000		4.55	%	August 17, 2043	29250ZAR9	$	5.00		“2043 Notes”
$	400,000,000		4.55	%	September 29, 2045	29250ZAU2	$	5.00		“2045 Notes”
$	400,000,000		4.13	%	August 9, 2046	29250ZAW8	$	5.00		“2046 Notes”
$	600,000,000		4.33	%	February 22, 2049	29250ZAY4	$	5.00		“2049 Notes”
$	400,000,000		4.20	%	May 12, 2051	29250ZBA5	$	5.00		“2051 Notes”
$	350,000,000		5.82	%	August 17, 2053	29250ZBB3	$	5.00		“2053 Notes”

TABLE OF CONTENTS

		Page
LETTER TO THE EPI NOTEHOLDERS		i
NOTICE OF MEETING OF HOLDERS OF ENBRIDGE PIPELINES INC. MEDIUM TERM NOTE DEBENTURES		v
NOTICE TO NOTEHOLDERS IN THE UNITED STATES		1
NOTICE REGARDING INFORMATION		1
FORWARD-LOOKING INFORMATION		2
NON-GAAP MEASURES		3
GLOSSARY OF TERMS		3
SUMMARY OF CIRCULAR		9
INFORMATION REGARDING THE NOTE EXCHANGE TRANSACTION		17
BUSINESS TO BE CONDUCTED AT THE MEETING		20
GENERAL INFORMATION REGARDING THE MEETING AND CONSENT SOLICITATION		21
INFORMATION CONCERNING EPI		27
INFORMATION CONCERNING ENBRIDGE		28
DESCRIPTION OF ENBRIDGE NOTES		30
EPI CREDIT RATINGS		41
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		42
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		46
OTHER BUSINESS		50
DOCUMENTS INCORPORATED BY REFERENCE		51
RISK FACTORS		52
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS		54
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS		54
AUDITOR, TRANSFER AGENT AND REGISTRAR AND OTHER AGENTS		54
LEGAL MATTERS		54
ADDITIONAL INFORMATION		55
APPENDIX A NOTE EXCHANGE RESOLUTION		A-1
APPENDIX B SUMMARY OF TERMS OF ENBRIDGE NOTES TO BE ISSUED IN EXCHANGE FOR THE EPI NOTES		B-1
APPENDIX C SUMMARY OF MATERIAL DIFFERENCES BETWEEN THE ENBRIDGE MTN INDENTURE AND THE EPI MTN INDENTURE		C-1

ENBRIDGE PIPELINES INC.

May 25, 2026

Dear Enbridge Pipelines Inc. Noteholder:

You are invited to attend a meeting (the “Meeting”) of the holders (“EPI Noteholders”) of issued and outstanding 6.55% medium term note debentures due November 17, 2027; 6.05% medium term note debentures due February 12, 2029; 3.52% medium term note debentures due February 22, 2029; 6.50% medium term note debentures due June 11, 2029; 2.82% medium term note debentures due May 12, 2031; 5.08% medium term note debentures due December 19, 2036; 5.35% medium term note debentures due November 10, 2039; 5.33% medium term note debentures due April 6, 2040; 4.55% medium term note debentures due August 17, 2043; 4.55% medium term note debentures due September 29, 2045; 4.13% medium term note debentures due August 9, 2046; 4.33% medium term note debentures due February 22, 2049; 4.20% medium term note debentures due May 12, 2051; and 5.82% medium term note debentures due August 17, 2053 (collectively, the “EPI Notes”) of Enbridge Pipelines Inc. (“EPI”), voting together as a single class, as set forth in the Notice of Meeting included with this letter.

The Meeting has been called to consider, and if thought advisable, pass, with or without alteration or modification, an extraordinary resolution (the “Note Exchange Resolution”), the full text of which is set forth as Appendix A to the accompanying management information circular and consent solicitation statement (the “Circular”), to authorize EPI and the EPI Note Trustee (as defined below), at EPI’s option, to enter into a supplemental indenture amending the terms of the trust indenture dated as of October 1, 1966 between EPI and Computershare Trust Company of Canada (formerly Montreal Trust Company), as trustee (the “EPI Note Trustee”), as amended or supplemented, and as may be further amended or supplemented from time to time (the “EPI MTN Indenture”), such that, in accordance with the steps described in the Circular, all of the issued and outstanding EPI Notes will be exchanged for an equal principal amount of newly issued medium term notes (the “Enbridge Notes”) of Enbridge Inc. (“Enbridge”) having financial terms that are the same as the financial terms of the EPI Notes (the “Note Exchange Transaction”).

EPI and Enbridge Mainline GP Inc. (“Enbridge Mainline GP”), on behalf of a to be formed limited partnership (“Mainline LP”), have applied to the Canada Energy Regulator for leave and related approvals in relation to a proposed transfer (the “Transfer”) of certain components of EPI’s federally regulated Canadian oil transmission system (the “Canadian Mainline System”) from EPI to Enbridge Mainline GP, on behalf of Mainline LP. EPI is proposing the Transfer for the purposes of facilitating a potential indirect minority equity investment in the Canadian Mainline System by Indigenous investors. On completion of the Transfer, the initial partners of Mainline LP will be Enbridge Mainline GP as general partner and EPI as the limited partner. In the event of completion of a subsequent indirect minority equity investment by Indigenous investors in Mainline LP, it is currently contemplated that the limited partners of Mainline LP would be EPI and a limited partnership through which the Indigenous investors would hold their interest, with EPI also holding a majority interest in that limited partnership.

EPI would continue to operate and maintain the Canadian Mainline System under a long-term operating agreement with Mainline LP. Neither the proposed Transfer nor any potential indirect minority investment by Indigenous investors in Mainline LP, or the terms and conditions of the operating agreement, would result in any material changes in the conditions of service, operations or how business is conducted on the Canadian Mainline System.

The EPI MTN Indenture contains a number of covenants and other provisions that would prohibit the proposed Transfer and could make any potential subsequent indirect minority investment in the Canadian Mainline System by Indigenous investors impracticable. Although a final decision on whether to proceed with the proposed Transfer and/or any potential subsequent indirect minority investment in the Canadian Mainline System by Indigenous investors has not been made, the Note Exchange Transaction is being undertaken to facilitate such potential transactions while also delivering a range of operational, structural and capital markets benefits to EPI, Enbridge and the EPI Noteholders, regardless of whether EPI ultimately proceeds with the proposed Transfer or any such subsequent investment.

- i -

The rationale for the Note Exchange Transaction includes, among others, the following considerations:

Similar funding costs at Enbridge and EPI, reflecting the continued strengthening of Enbridge’s business and financial profile;

Capital structure optimization and transparency, including the simplification of the corporate funding structure within the Enbridge group;

Operational and organizational efficiencies, including a reduction in the number of public debt issuers within the Enbridge group, which will allow EPI, following completion of the Note Exchange Transaction, to apply to cease to be a reporting issuer in each of the provinces of Canada, and to implement administrative efficiencies and cost-savings measures, including reduced audit, legal and public reporting-related expenses; and

Certain key benefits to EPI Noteholders, including:

receiving Enbridge Notes having financial terms the same as those of the EPI Notes for which they are being exchanged;

transitioning into a larger, more diversified Enbridge credit, that is positioned for sustainable growth, and is supported by a low-risk, utility-like business model, a balanced business mix and predictable cash flows;

simplification of the Enbridge group’s corporate funding structure, reducing structural subordination and providing EPI Noteholders with exposure to a strengthening Enbridge credit profile; and

exposure to one of the largest and most active corporate issuers in Canada, with the concentration of capital markets activity at the Enbridge parent company level expected to enhance liquidity, supported by a broader investor following and greater market transparency relative to an infrequent issuer such as EPI.

The Meeting will be held at the offices of McCarthy Tétrault, Suite 4000, 421 – 7th Avenue S.W., Calgary, Alberta, on June 25, 2026 at the time set out in the Notice of Meeting. The record date (the “Record Date”) for the purposes of determining EPI Noteholders entitled to: (a) receive notice of and vote at the Meeting; and (b) provide instructions to (i) consent to or withhold consent from the Note Exchange Resolution, and (ii) vote for or against the Note Exchange Resolution at the Meeting, if held, is the close of business (Toronto time) on May 20, 2026.

If held, at the Meeting each EPI Noteholder will have one vote for each $1,000 principal amount of EPI Notes of which such EPI Noteholder is the holder as of the Record Date. To be effective, the Note Exchange Resolution must be approved, subject to the terms of the EPI MTN Indenture, by holders of not less than 75% of the principal amount of the EPI Notes, voting together as a single class, present in person or by proxy at the Meeting and voted on a poll upon such resolution.

The EPI MTN Indenture provides that the Note Exchange Resolution may also be passed by a resolution or instrument signed in one or more counterparts by EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes outstanding. Accordingly, EPI is simultaneously soliciting the written consent of EPI Noteholders to approve the Note Exchange Resolution (the “Consent Solicitation”).

- ii -

If consent and proxy forms consenting to / voting for the Note Exchange Resolution are submitted (and not validly revoked) by or on behalf of EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes, the Note Exchange Resolution will be passed by the written consent of the EPI Noteholders and the Meeting will be cancelled. EPI will notify EPI Noteholders by way of press release of any such approval and cancellation of the Meeting. EPI reserves the right to terminate, extend or modify the terms of the Consent Solicitation at any time prior to the Meeting.

Only registered EPI Noteholders as of the Record Date, or their duly appointed proxyholders, are entitled to deliver consent and proxy forms with respect to the Note Exchange Resolution and to vote at the Meeting, if held. Based on the registers of the EPI Notes maintained by the EPI Note Trustee, all of the EPI Notes are held through a “book-entry” system pursuant to which the EPI Notes are represented by global certificates registered in the name of CDS Clearing and Depository Services Inc. or its nominee (“CDS”). CDS, as the sole registered holder of the EPI Notes may only consent to or withhold consent from the Note Exchange Resolution or vote at the Meeting in accordance with instructions received from the beneficial holders of EPI Notes (“Beneficial EPI Noteholders”) through CDS’ book-entry participant system.

Beneficial EPI Noteholders as of the Record Date are entitled to provide instructions regarding whether to consent to or withhold consent from the Note Exchange Resolution as part of the Consent Solicitation, and to direct how the EPI Notes beneficially owned by such Beneficial EPI Noteholders are to be voted at the Meeting, if held.

Beneficial EPI Noteholders as of the Record Date wishing to make an election to consent to or withhold consent from the Note Exchange Resolution as part of the Consent Solicitation or to have their EPI Notes voted at the Meeting, if held, must provide instructions to their CDS Participant who will execute an election of those instructions, through CDSX on their behalf, in sufficient time (as determined by their CDS Participant through which they hold their EPI Notes) prior to the applicable deadline as set forth in the Circular.

If the Note Exchange Resolution is approved by the EPI Noteholders and the Note Exchange Transaction is completed, EPI Noteholders who: (a) executed and delivered a valid consent and proxy form to the Tabulation Agent (as defined in the Circular) by the Consent Deadline; or (b) voted on the Note Exchange Resolution in person or by proxy at the Meeting, if the Meeting is held (in each case, for or against), will receive the applicable Amendment Review Fee for each $1,000 principal amount of EPI Notes represented by such proxy and consent or voted in person at the Meeting as set forth in the Circular. As CDS is the sole registered EPI Noteholder, CDS will distribute payment to the CDS Participants in accordance with normal procedures through the CDSX system.

If the Consent Solicitation results in consents being submitted by EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes by the Consent Deadline at 5:00 p.m. (Toronto time) on June 10, 2026, the Note Exchange Resolution will be passed by written consent and the Meeting will be cancelled. Furthermore, EPI reserves the right to terminate, extend or modify the terms of the Consent Solicitation at any time prior to the Meeting in its sole discretion. In the event that the Consent Solicitation is extended and the required 75% approval threshold for the Note Exchange Resolution is achieved prior to the Proxy Deadline at 12:00 p.m. (Toronto time) on June 23, 2026, EPI will cancel the Meeting. In such circumstances, EPI Noteholders and CDS Participants may have minimal notice that the Meeting has been cancelled.

Accordingly, EPI Noteholders and CDS Participants should submit elections with respect to the Note Exchange Resolution through CDSX as soon as possible, and in any event prior to the Consent Deadline at 5:00 p.m. (Toronto time) on June 10, 2026, as only EPI Noteholders who have validly made an election prior to the Consent Deadline (with such elections being received by the Tabulation Agent) will be assured of their entitlement to Amendment Review Fees.

- iii -

Please give this material your careful consideration. If you require assistance, consult your financial, tax, legal or other professional advisors. If you have any questions or require more information with regard to voting your EPI Notes, please contact the Information Agent (as defined in the Circular), the Solicitation Agent (as defined in the Circular) or EPI using the information provided on the back cover of the Circular.

Yours very truly,

(signed) “Colin K. Gruending”
President
Enbridge Pipelines Inc.

- iv -

ENBRIDGE PIPELINES INC.

NOTICE OF MEETING OF HOLDERS OF ENBRIDGE PIPELINES INC. MEDIUM TERM NOTE DEBENTURES

NOTICE IS HEREBY GIVEN that a meeting (the “Meeting”) of the holders (“EPI Noteholders”) of 6.55% medium term note debentures due November 17, 2027; 6.05% medium term note debentures due February 12, 2029; 3.52% medium term note debentures due February 22, 2029; 6.50% medium term note debentures due June 11, 2029; 2.82% medium term note debentures due May 12, 2031; 5.08% medium term note debentures due December 19, 2036; 5.35% medium term note debentures due November 10, 2039; 5.33% medium term note debentures due April 6, 2040; 4.55% medium term note debentures due August 17, 2043; 4.55% medium term note debentures due September 29, 2045; 4.13% medium term note debentures due August 9, 2046; 4.33% medium term note debentures due February 22, 2049; 4.20% medium term note debentures due May 12, 2051; and 5.82% medium term note debentures due August 17, 2053 (collectively, the “EPI Notes”) of Enbridge Pipelines Inc. (“EPI”), voting together as a single class, will, if the Consent Solicitation (as defined below) fails to achieve the requisite written approval threshold as more fully described in the accompanying management information circular and consent solicitation statement dated May 25, 2026 (the “Circular”), be held at the offices of McCarthy Tétrault, Suite 4000, 421 – 7th Avenue S.W., Calgary, Alberta, at 10:00 a.m. (Calgary time) / 12:00 p.m. (Toronto time) on June 25, 2026 for the following purposes:

to consider and, if thought advisable, to pass, with or without alteration or modification, an extraordinary resolution (the “Note Exchange Resolution”), the full text of which is set forth as Appendix A to the accompanying Circular, to authorize EPI and the EPI Note Trustee (as defined below), at EPI’s option, to enter into a supplemental indenture amending the terms of the trust indenture dated as of October 1, 1966 between EPI (formerly Interprovincial Pipe Line Inc.) and Computershare Trust Company of Canada (formerly Montreal Trust Company), as trustee (the “EPI Note Trustee”), as amended or supplemented, and as may be further amended or supplemented from time to time (the “EPI MTN Indenture”), such that, in accordance with the steps described in the accompanying Circular, all issued and outstanding EPI Notes will be exchanged for an equal principal amount of newly issued medium term notes of Enbridge Inc. (“Enbridge Notes”) governed by the terms of the trust indenture dated as of October 20, 1997 between Enbridge Inc. (formerly IPL Energy Inc.) and Computershare Trust Company of Canada (formerly Montreal Trust Company of Canada), as trustee (the “Enbridge Note Trustee”), as supplemented and amended, and as may be further amended or supplemented from time to time (the “Enbridge MTN Indenture”), having financial terms that are the same as the financial terms of the EPI Notes; and

to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Capitalized terms used but not defined in this notice of meeting of EPI Noteholders (this “Notice of Meeting”) have the meanings given to them in the accompanying Circular.

The Meeting has been called by EPI. The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice of Meeting of EPI Noteholders.

The record date (the “Record Date”) for the purposes of determining EPI Noteholders entitled to: (a) receive notice of and vote at the Meeting; and (b) provide instructions to (i) consent to or withhold consent from the Note Exchange Resolution, and (ii) vote for or against the Note Exchange Resolution at the Meeting, if held, is the close of business (Toronto time) on May 20, 2026. If held, at the Meeting each EPI Noteholder will have one vote for each $1,000 principal amount of EPI Notes of which such EPI Noteholder is the holder as of the Record Date with respect to the Note Exchange Resolution.

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Subject to the provisions of the EPI MTN Indenture, any extraordinary resolution passed at the Meeting by holders of not less than 75% of the principal amount of EPI Notes, voting together as a single class, present in person or by proxy at the Meeting and voted on a poll upon such resolution at the Meeting or any adjournment thereof will, if passed in accordance with the provisions contained in the EPI MTN Indenture, be binding upon all EPI Noteholders, whether present at or absent from the Meeting and whether or not they vote at the Meeting. Two or more persons present in person holding either personally or as proxies for holders not less than a majority of the aggregate principal amount of the EPI Notes outstanding will constitute a quorum for the Meeting. In the absence of a quorum, the Meeting shall be adjourned to the same day in the next week (or, if such day is not a business day, to the next following business day) at the same time and place. At the adjourned meeting, the EPI Noteholders present shall form a quorum and may transact the business for which the Meeting was originally called.

The EPI MTN Indenture provides that the Note Exchange Resolution may also be passed by a resolution or instrument signed in one or more counterparts by EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes outstanding. Accordingly, pursuant to the Circular, EPI is simultaneously soliciting the written consent of EPI Noteholders to approve the Note Exchange Resolution (the “Consent Solicitation”).

If EPI Noteholders representing not less than 75% of the principal amount of all of the outstanding EPI Notes have delivered valid Consent and Proxy Forms consenting to / voting for the approval of the Note Exchange Resolution by the Consent Deadline (and have not validly revoked such proxies and consents), the Note Exchange Resolution will be passed by the written consent of the EPI Noteholders and the Meeting will be cancelled. EPI will notify EPI Noteholders by way of press release of any such approval and cancellation of the Meeting.

The EPI Notes have been issued in the form of global certificates registered in the name of CDS Clearing and Depository Services Inc. or its nominee (“CDS”) and, as such, CDS is the sole registered EPI Noteholder. CDS, as the sole registered holder of the EPI Notes may only consent to or withhold consent from the Note Exchange Resolution or vote at the Meeting in accordance with instructions received from the beneficial holders of EPI Notes (“Beneficial EPI Noteholders”) through CDS’ book-entry participant system.

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If you have any questions or require more information with regard to voting your EPI Notes, please contact the Information Agent (as defined in the Circular), the Solicitation Agent (as defined in the Circular) or EPI using the information provided on the back cover of the Circular.

DATED at Calgary, Alberta this 25^th day of May, 2026.

	(signed) “Colin K. Gruending”
	President
	Enbridge Pipelines Inc.

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MANAGEMENT INFORMATION CIRCULAR AND CONSENT SOLICITATION STATEMENT

NOTICE TO NOTEHOLDERS IN THE UNITED STATES

THE ENBRIDGE NOTES WILL BE ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, PROVIDED BY RULE 802 THEREUNDER.

NEITHER THE ENBRIDGE NOTES NOR THE GUARANTEES HAVE BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY U.S. STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The solicitation of proxies for the Note Exchange Resolution is not subject to the proxy requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with applicable disclosure requirements in Canada. EPI Noteholders in the United States should be aware that the foregoing disclosure requirements are different from those of the United States.

EPI Noteholders in the United States should be aware that the disposition of EPI Notes and acquisition of Enbridge Notes by them in the Note Exchange Transaction may have tax consequences both in the United States and in Canada. Such consequences may not be fully described herein and such EPI Noteholders are encouraged to consult their tax advisors. See the section of this Circular entitled “Certain Canadian Federal Income Tax Considerations” and the section of this Circular entitled “Certain U.S. Federal Income Tax Considerations”.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws since EPI and Enbridge are located in Canada and many of their officers and directors are residents of Canada. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

EPI Noteholders should be aware that, prior to the consummation of the Note Exchange Transaction, EPI, Enbridge or their respective affiliates, directly or indirectly, may bid for or make purchases of EPI Notes or certain related securities, as permitted by applicable laws and regulations of the United States or Canada or its provinces or territories. All capitalized terms used in this Section have the meanings assigned to them in the Section of this Circular entitled “Glossary of Terms”.

NOTICE REGARDING INFORMATION

Certain information in this Circular has been taken from or is based on documents that are expressly referred to in this Circular. All summaries of, and references to, documents that are specified in this Circular as having been filed, or that are contained in documents specified as having been filed, on SEDAR+ are qualified in their entirety by reference to the complete text of those documents as filed, or as contained in documents filed, under EPI’s or Enbridge’s SEDAR+ profile at www.sedarplus.com. EPI Noteholders are urged to read carefully the full text of those documents, which may also be obtained on request without charge by sending a written request to 200, 425 – 1st Street S.W., Calgary, Alberta, T2P 3L8, Attention: Investor Relations, by calling 1-403-231-3900 or by sending an email to corporatesecretary@enbridge.com.

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The information concerning Enbridge contained in this Circular, including but not limited to the section of this Circular entitled “Information Concerning Enbridge”, has been provided by Enbridge. Although EPI has no knowledge that would indicate that any of such information is untrue or incomplete, EPI does not assume any responsibility for the accuracy or completeness of such information or the failure by Enbridge to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to EPI.

All dollar amounts set forth in this Circular, including the Appendices hereto, are expressed in Canadian dollars, except where otherwise indicated.

Information contained in this Circular is given as of May 25, 2026, unless otherwise specifically stated.

FORWARD-LOOKING INFORMATION

Certain statements contained in this Circular and in the documents incorporated by reference herein constitute forward-looking statements. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions or the negative thereof.

In particular, this Circular contains forward-looking statements pertaining to:

the proposed Transfer, a potential subsequent indirect minority investment by Indigenous investors in Mainline LP and the structure and terms thereof;

the tax treatment of EPI Noteholders;

the anticipated timing, mechanics, completion and settlement of the Note Exchange Transaction, including the Consent Solicitation and the Meeting;

certain strategic and financial benefits that may result from the completion of the Note Exchange Transaction;

the ability of EPI and Enbridge to complete the transactions contemplated by the Note Exchange Transaction; and

statements relating to anticipated credit ratings applicable to the Enbridge Notes.

These forward-looking statements are based on certain expectations and assumptions, including expectations and assumptions respecting:

the perceived benefits of the Note Exchange Transaction, which are based upon a number of facts, including the terms and conditions contained within the Enbridge MTN Indenture and the EPI MTN Indenture and current industry, economic and market conditions;

the satisfaction or waiver of all conditions to the proposed Note Exchange Transaction;

the treatment of EPI Noteholders under tax laws, which is subject to the statements made under “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations”;

the effects of the Note Exchange Transaction on EPI and Enbridge, which are based on EPI’s current expectations regarding the intentions of Enbridge; and

the receipt of all requisite regulatory approvals in respect of the Transfer.

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By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. EPI believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Circular and in the documents incorporated by reference herein should not be unduly relied upon. These statements speak only as of the date of this Circular.

Some of the risks that could cause results to differ materially from those expressed in the forward-looking statements include:

the market value of the Enbridge Notes;

conditions to the completion of the Note Exchange Transaction and EPI’s discretion as to the completion of the Note Exchange Transaction;

risks related to the realization of any possible benefits of the Note Exchange Transaction; and

the other factors discussed under “Risk Factors” in this Circular.

With regard to the forward-looking statements in Enbridge’s documents incorporated by reference herein, please refer to the forward-looking statements advisories in such documents in respect of the forward-looking statements contained therein, the assumptions upon which they are based and the risk factors in respect of such forward-looking statements.

Readers are cautioned that the foregoing lists of factors are not exhaustive and are made as of the date hereof. The forward-looking statements contained in this Circular are expressly qualified by this cautionary statement. Except as required by law, EPI does not undertake any obligation to publicly update or revise any forward-looking statements.

NON-GAAP MEASURES

This Circular and certain of Enbridge’s documents incorporated by reference in this Circular use and refer to financial measures which do not have any standardized meaning prescribed by IFRS or U.S. GAAP, respectively. Please refer to the non-GAAP measures advisories in such documents incorporated by reference or in the respective management discussions and analysis documents for the definitions and descriptions of such terms.

GLOSSARY OF TERMS

In this Circular, unless the context otherwise requires, the following terms have the meanings indicated:

“2027 Notes”, “2029-02-12 Notes”, “2029-02-22 Notes”, “2029-06 Notes”, “2031 Notes”, “2036 Notes”, “2039 Notes”, “2040 Notes”, “2043 Notes”, “2045 Notes”, “2046 Notes”, “2049 Notes”, “2051 Notes” and “2053 Notes” have the respective meanings set out in the section of the Circular entitled “Eligible Outstanding Medium Term Note Debentures of Enbridge Pipelines Inc.”;

“Additional Amounts” has the meaning set out in the section of the Circular entitled “Description of Enbridge Notes – Certain Tax Considerations Re: Guarantees”;

“allowable capital loss” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Amendment Review Fees” has the meaning set out in the section of this Circular entitled “General Information Regarding the Meeting and Consent Solicitation — Amendment Review Fees’’;

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“Beneficial EPI Noteholders” means, collectively, the beneficial holders of EPI Notes and “Beneficial EPI Noteholder” means any one beneficial holder of EPI Notes;

“BMO Capital Markets” means BMO Nesbitt Burns Inc.;

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday observed in Calgary, Alberta and Toronto, Ontario;

“CDS” means CDS Clearing & Depository Services Inc. or its nominee;

“CDS Participant” means the broker, dealer, bank, trust company or other intermediary of a Beneficial EPI Noteholder which is a participant within CDS;

“CDSX” means the settlement and clearing system of CDS;

“Circular” means this management information circular and consent solicitation statement dated May 25, 2026;

“Code” has the meaning set out in the section of the Circular entitled “Certain U.S. Federal Income Tax Considerations”;

“Consent and Proxy Form” means the consent and proxy form accompanying this Circular for use by registered EPI Noteholders only, to consent to or withhold consent from, and to vote for or against, the Note Exchange Resolution;

“Consent Deadline” means 5:00 p.m. (Toronto time) on June 10, 2026, unless such deadline is extended, provided that EPI reserves the right to waive the Consent Deadline and accept and treat as valid those Consent and Proxy Forms received after the Consent Deadline in respect of the Consent Solicitation and the Proxy Solicitation.

“Consent Solicitation” has the meaning set out in the section of this Circular entitled “General Information Regarding the Meeting and Consent Solicitation — Solicitation of Proxies and Consents’’;

“DBRS” means Morningstar DBRS, a division of DBRS Limited;

“Debentures” has the meaning set out in the section of this Circular entitled “Description of Enbridge Notes – General”;

“Definitive Notes” has the meaning set out in the section of this Circular entitled “Description of Enbridge Notes – Global Notes”;

“Depository” means CDS Clearing & Depository Services Inc.;

“EEP” means Enbridge Energy Partners, L.P., a Delaware limited partnership;

“EEP Guaranteed Notes” means the series of notes issued by EEP pursuant to the indenture dated as of May 27, 2003 between EEP, as issuer, and U.S. Bank National Association, a national banking association (as successor trustee to SunTrust bank), as trustee, as supplemented from time to time, as follows: (a) 5.950% Notes due 2033; (b) 6.300% Notes due 2034; (c) 7.500% Notes due 2038; (d) 5.500% Notes due 2040; and (e) 7.375% Notes due 2045.

“Effective Date” means the date specified as such in the Effectiveness Notice and Undertaking;

“Effectiveness Notice and Undertaking” means a written notice from EPI and Enbridge given to the EPI Note Trustee pursuant to the EPI MTN Supplemental Indenture notifying the EPI Note Trustee that the Note Exchange Transaction shall occur on the date of the Effectiveness Notice and Undertaking, or such other date as may be specified therein, together with an undertaking of Enbridge to issue the Enbridge Notes required to be issued in connection with the Note Exchange Transaction pursuant to the Enbridge MTN Indenture;

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“Enbridge” means Enbridge Inc., a corporation existing under the laws of Canada;

“Enbridge Annual Report” means the annual report on Form 10-K of Enbridge in respect of the financial year ended December 31, 2025, filed on SEDAR+ on February 13, 2026;

“Enbridge MTN Indenture” means the trust indenture dated as of October 20, 1997 between Enbridge (formerly IPL Energy Inc.) and the Enbridge Note Trustee (formerly Montreal Trust Company of Canada), as supplemented and amended, and as may be further supplemented and amended from time to time;

“Enbridge Note Trustee” means Computershare Trust Company of Canada (including any successor trustee), in its capacity as trustee under the Enbridge MTN Indenture;

“Enbridge Notes” means the medium term notes of Enbridge to be issued under the Enbridge MTN Indenture in connection with the Note Exchange Transaction;

“Enbridge Quarterly Report” means the Quarterly Report on Form 10-Q of Enbridge for the quarter ended March 31, 2026, filed on SEDAR+ on May 8, 2026;

“EPI” means Enbridge Pipelines Inc., a corporation existing under the laws of Canada;

“EPI and Enbridge Notes” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations”;

“EPI MTN Indenture” means the trust indenture dated as of October 1, 1966 between EPI (formerly Interprovincial Pipe Line Inc.) and the EPI Note Trustee (formerly Montreal Trust Company), as supplemented and amended, and as may be further supplemented and amended from time to time;

“EPI MTN Supplemental Indenture” means the supplemental indenture amending the terms of the EPI MTN Indenture, as more particularly described in the Note Exchange Resolution;

“EPI Note Trustee” means Computershare Trust Company of Canada (including any successor trustee), in its capacity as trustee under the EPI MTN Indenture;

“EPI Noteholder” means each holder of EPI Notes;

“EPI Notes” means, collectively, the 2027 Notes, 2029-02-12 Notes, 2029-02-22 Notes, 2029-06 Notes, 2031 Notes, 2036 Notes, 2039 Notes, 2040 Notes, 2043 Notes, 2045 Notes, 2046 Notes, 2049 Notes, 2051 Notes, and 2053 Notes of EPI;

“FHSA” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Fifth Supplemental Indenture” has the meaning set out in the section of the Circular entitled “Information Concerning Enbridge – Guarantors”;

“Fitch” means Fitch Ratings, Inc.;

“Guarantee” and “Guarantees” has the meaning set out in the section of the Circular entitled “Description of Enbridge Notes – Guarantees”;

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“Guarantors” has the meaning set out in the section of the Circular entitled “Information Concerning Enbridge – Guarantors”;

“Global Note” has the meaning set out in the section of the Circular entitled “Description of Enbridge Notes – Global Notes”;

“Holder” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations”;

“IFRS” means Canadian generally accepted accounting principles for publicly accountable enterprises, being International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Canadian Accounting Standards Board;

“Information Agent” or “Sodali & Co” means Morrow Sodali (Canada) Ltd.;

“IRS” has the meaning set out in the section of the Circular entitled “Certain U.S. Federal Income Tax Considerations – Taxation of the Ownership of the Enbridge Notes”;

“January 29 Tax Proposals” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“Meeting” means the meeting of the holders of the EPI Notes, voting together as a single class, to be held at the offices of McCarthy Tétrault LLP at 421 7^th Avenue SW, Suite 4000, Calgary, Alberta, at 10:00 a.m. (Calgary time) / 12:00 p.m. (Toronto time) on June 25, 2026, and any adjournment or postponement thereof;

“Minister” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations”;

“Moody’s” means Moody’s Canada Inc.;

“Non-Resident Holder” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“Note Exchange Resolution” means the extraordinary resolution to be considered at the Meeting, the full text of which is set forth as Appendix A to the Circular;

“Note Exchange Transaction” has the meaning set out in the section of the Circular entitled “Information Regarding the Note Exchange Transaction – EPI MTN Supplemental Indenture”;

“Notice of Meeting” means the notice of Meeting dated May 25, 2026, accompanying the Circular;

“OID” has the meaning set out in the section of the Circular entitled “Certain U.S. Federal Income Tax Considerations – Taxation of the Ownership of the Enbridge Notes”;

“participant” has the meaning set out in the section of this Circular entitled “Description of Enbridge Notes – Global Notes”;

“Proposed Legislative Amendments” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations”;

“Proxy Deadline” means 12:00 p.m. (Toronto time) on June 23, 2026 (unless the Meeting is adjourned or postponed, in which case the Proxy Deadline for submitting a proxy shall be 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, prior to the beginning of adjourned or postponed Meeting), provided that EPI reserves the right to waive the Proxy Deadline and accept and treat as valid those Consent and Proxy Forms received after the Proxy Deadline in respect of the Proxy Solicitation;

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“Proxy Solicitation” has the meaning set out in the section of the Circular entitled “General Information Regarding the Meeting and Consent Solicitation – Solicitation of Proxies and Consents”;

“Rating Agencies” means, collectively, DBRS, S&P, Moody’s and Fitch and “Rating Agency” means any one of them;

“RDSPs” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Record Date” means the close of business (Toronto time) on May 20, 2026;

“Registered Plans” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Resident Holder” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“RESPs” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“RRIFs” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“RRSPs” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Rule 144” has the meaning set out in the section of the Circular entitled “Information Regarding the Note Exchange Transaction – U.S. Securities Law Considerations”;

“S&P” means S&P Global Ratings Canada;

“SEC” means the United States Securities and Exchange Commission;

“Securities Authorities” means, collectively, the securities commissions or similar securities regulatory authorities in each of the provinces of Canada;

“SEDAR+” means the System for Electronic Data Analysis and Retrieval +, a filing system developed for the Canadian Securities Administrators and accessible at www.sedarplus.com;

“SEP” means Spectra Energy Partners, LP, a Delaware limited partnership;

“SEP Guaranteed Notes” means the series of notes issued by SEP pursuant to the indenture dated as of June 9, 2011 between SEP, as issuer, and Wells Fargo Bank, National Association, a national banking association, as trustee, as supplemented from time to time, as follows: (a) 3.375% Senior Notes due 2026; (b) 5.950% Senior Notes due 2043; and (c) 4.500% Senior Notes due 2045.

“Solicitation Agent” has the meaning set out in the section of the Circular entitled “General Information Regarding the Meeting and Consent Solicitation – Solicitation Agent”;

“Stub Period Accrued Interest” has the meaning set out in the section of the Circular entitled “Certain U.S. Federal Income Tax Considerations – Taxation of the Note Exchange Transaction”;

“Tabulation Agent” means Computershare Investor Services Inc.;

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“Tax Act” means the Income Tax Act (Canada) and all regulations promulgated thereunder from time to time, as amended;

“taxable capital gain” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“TFSA” has the meaning set out in the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“U.S.” or “United States” means the United States of America;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. GAAP” means generally accepted accounting principles of the United States;

“U.S. Holder” has the meaning set out in the section of the Circular entitled “Certain U.S. Federal Income Tax Considerations”; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

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SUMMARY OF CIRCULAR

The following is a summary of certain information contained in this Circular and should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing in this Circular. EPI Noteholders are urged to read this Circular and the appendices attached hereto carefully and in their entirety. Certain capitalized terms used in this summary are defined in the Glossary of Terms above.

Background to the Note Exchange Transaction

The rationale for the Note Exchange Transaction includes, among others, the following considerations:

Similar funding costs at Enbridge and EPI, reflecting the continued strengthening of Enbridge’s business and financial profile;

Capital structure optimization and transparency, including the simplification of the corporate funding structure within the Enbridge group;

Certain key benefits to EPI Noteholders, including: receiving Enbridge Notes having financial terms the same as those of the EPI Notes for which they are being exchanged; transitioning into a larger, more diversified Enbridge credit, that is positioned for sustainable growth and supported by a low-risk, utility-like business model, a balanced business mix and predictable cash flows; simplification of the Enbridge group’s corporate funding structure, reducing structural subordination and providing EPI Noteholders with exposure to a strengthening Enbridge credit profile; and exposure to one of the largest and most active corporate issuers in Canada, with the concentration of capital markets activity at the Enbridge parent company level expected to enhance liquidity, supported by a broader investor following and greater market transparency relative to an infrequent issuer such as EPI. For a description of the benefits of the Note Exchange Transaction, see the section entitled “Information Regarding the Note Exchange Transaction – Considerations Relevant to the Evaluation of the Note Exchange Transaction”.

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Summary of the Note Exchange Transaction

Pursuant to the Note Exchange Transaction, the EPI Notes will be exchanged for an equal principal amount of newly issued Enbridge Notes, having financial terms (including with respect to principal, coupon, maturity, interest payment dates and redemption terms) that are the same as the financial terms of the EPI Notes, and which will be unconditionally guaranteed by the Guarantors. A summary description of the variable terms of each maturity of Enbridge Notes to be issued in connection with the Note Exchange Transaction is attached as Appendix B to this Circular and a comparison between the Enbridge MTN Indenture and the EPI MTN Indenture is attached as Appendix C to this Circular.

Conditions to Completion of the Note Exchange Transaction

The completion of the Note Exchange Transaction is subject to the following conditions: (a) the requisite approval of the Note Exchange Resolution being obtained pursuant to the Consent Solicitation or at the Meeting; (b) delivery to the EPI Note Trustee of a fully executed Effectiveness Notice and Undertaking; and (c) the absence of any law or regulation, and the absence of any injunction or action or other proceeding (actual, pending or threatened), that (in the case of any injunction, action or proceeding if adversely determined) would make unlawful or invalid or enjoin the implementation of the Note Exchange Transaction. EPI reserves the right, subject to applicable law, to waive the condition in (c) above.

In addition, the Note Exchange Resolution authorizes EPI, without further notice to or approval of the EPI Noteholders, to revoke the Note Exchange Resolution at any time prior to the execution and delivery of the EPI MTN Supplemental Indenture. EPI also reserves the right to cancel the Meeting at any time prior to commencement thereof and/or to terminate, extend or modify the terms of the Consent Solicitation at any time prior to the Meeting.

See the section of this Circular entitled “Information Regarding the Note Exchange Transaction – Conditions to Completion of the Note Exchange Transaction”.

For risks related to the completion of the Note Exchange Transaction, see the section of this Circular entitled “Risks Relating to the Note Exchange Transaction and the Enbridge Notes – Completion of the Note Exchange Transaction”.

EPI MTN Supplemental Indenture

By approving the Note Exchange Resolution, the holders of the EPI Notes will be authorizing EPI and the EPI Note Trustee, at EPI’s option, to enter into and execute and deliver the EPI MTN Supplemental Indenture containing the terms described below and will be authorizing and directing EPI and the EPI Note Trustee, as applicable, to take such actions and execute and deliver such documents as may be necessary to carry out the intent of the Note Exchange Resolution.

The EPI MTN Supplemental Indenture will amend the terms of the EPI MTN Indenture such that, among other things, on the Effective Date (and in the following sequence):

(a)

all of the issued and outstanding EPI Notes, including the entitlement to interest accrued and unpaid thereon, shall be transferred from the EPI Noteholders to Enbridge in exchange for an equal principal amount of newly issued Enbridge Notes, together with an entitlement to an amount equal to the interest accrued and unpaid on the EPI Notes, such Enbridge Notes having the terms, conditions and other attributes set forth in the Enbridge MTN Indenture and Appendix B to this Circular; and

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(b)

EPI shall be released and discharged from all obligations to the former holders of EPI Notes under or in respect of the EPI MTN Indenture and the EPI Notes.

After the execution of the EPI MTN Supplemental Indenture, but prior to the Note Exchange Transaction taking effect, EPI and Enbridge will be required under the EPI MTN Supplemental Indenture to deliver to the EPI Note Trustee the Effectiveness Notice and Undertaking. The Effectiveness Notice and Undertaking will specify the date that will be the Effective Date and will also include the undertaking of Enbridge to issue the required Enbridge Notes to the existing EPI Noteholders in exchange for the EPI Notes. On the Effective Date, the EPI Notes will be transferred to Enbridge in exchange for the applicable Enbridge Notes. The result of the Note Exchange Transaction is that holders of EPI Notes will own Enbridge Notes in the place of the EPI Notes. EPI anticipates that the Effectiveness Notice and Undertaking will be executed and delivered on the same day that the EPI MTN Supplemental Indenture is executed and that the Effective Date will also occur on such date.

Upon request to the Corporate Secretary of EPI or the Information Agent, copies of the proposed form of EPI MTN Supplemental Indenture will be sent to any EPI Noteholder.

See the section entitled “Information Regarding the Note Exchange Transaction – EPI MTN Supplemental Indenture”.

Considerations Relevant to the Evaluation of the Note Exchange Transaction

EPI believes the Note Exchange Transaction may have the following benefits for the EPI Noteholders, and that EPI Noteholders should consider the following factors, among others, in making a decision whether to vote in favour of the Note Exchange Resolution:

Same Financial Terms: EPI Noteholders will receive Enbridge Notes having financial terms (including with respect to principal, coupon, maturity, interest payment dates and redemption terms) that are the same as those of the EPI Notes for which they are being exchanged, and which will be unconditionally guaranteed by the Guarantors. A summary description of the variable terms of each maturity of Enbridge Notes to be issued in connection with the Note Exchange Transaction is attached as Appendix B to this Circular and a comparison between the Enbridge MTN Indenture and the EPI MTN Indenture is attached as Appendix C to this Circular.

Larger, More Diversified Credit Profile: Upon completion of the Note Exchange Transaction, EPI Noteholders will hold medium term notes of Enbridge, a leading North American energy infrastructure company with a low-risk, utility-like business model, significant diversification across businesses, minimal asset concentration risk and predictable cash flows.

Stronger Credit Profile Through Structural Enhancement: The Note Exchange Transaction further strengthens the credit profile of Enbridge through simplification of its corporate funding structure and the reduction of structural subordination. Conservative financial policies and strong credit ratings will continue to be key components of Enbridge’s value proposition. EPI Noteholders will receive Enbridge Notes that will rank pari passu with Enbridge’s other senior unsecured debt securities and will be unconditionally guaranteed by the Guarantors. The Enbridge Notes received by EPI Noteholders will be governed by the Enbridge MTN Indenture.

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Greater Liquidity and Simplicity: Enbridge is one of Canada’s largest and most well-known corporate issuers in the debt capital markets, with approximately $47 billion of senior public debt outstanding. Enbridge is also one of the most active issuers in Canada, having issued approximately $39 billion of senior public debt over the last five years. By comparison, EPI has only $4.3 billion of senior public debt outstanding and has not issued senior public debt in Canada since 2023. EPI Noteholders will benefit from enhanced liquidity through holding new Enbridge Notes, greater transparency through Enbridge’s broader public disclosure profile and the concentration of capital markets activity at Enbridge as the core issuer.

See the section entitled “Information Regarding the Note Exchange Transaction – Considerations Relevant to the Evaluation of the Note Exchange Transaction”.

Approval of EPI Noteholders

General

If held, at the Meeting EPI Noteholders will be asked to consider and vote on the Note Exchange Resolution. For the Note Exchange Transaction to be effective, the Note Exchange Resolution must be approved at the Meeting by holders of not less than 75% of the principal amount of the EPI Notes, voting together as a single class, present in person or by proxy at the Meeting, and voted on a poll upon such resolution. A copy of the Note Exchange Resolution is set out in Appendix A of this Circular.

If EPI Noteholders representing not less than 75% of the principal amount of all of the outstanding EPI Notes have delivered valid Consent and Proxy Forms consenting to / voting for the approval of the Note Exchange Resolution by the Consent Deadline (and have not validly revoked such proxies and consents), the Note Exchange Resolution will be passed by the written consent of the EPI Noteholders and the Meeting will be cancelled. EPI will notify EPI Noteholders by way of press release of any such approval and cancellation of the Meeting. EPI reserves the right to terminate, extend or modify the terms of the Consent Solicitation at any time prior to the Meeting.

Procedures for Consents and Appointment of Proxies

The Consent and Proxy Form delivered with this Circular provides a means for a registered EPI Noteholder to consent to / vote for, or withhold consent from / vote against, the Note Exchange Resolution. The Consent and Proxy Form further provides that if a registered EPI Noteholder using the Consent and Proxy Form does not specify whether such EPI Noteholder consents to or withholds consent from, or votes for or against, the Note Exchange Resolution, such EPI Noteholder will be deemed to have consented to, and directed the proxyholder designated in the Consent and Proxy Form to vote for, the Note Exchange Resolution.

Only registered EPI Noteholders as of the Record Date, or their duly appointed proxyholders, are entitled to deliver Consent and Proxy Forms with respect to the Note Exchange Resolution and to vote at the Meeting, if held. Based on the registers of the EPI Notes maintained by the EPI Note Trustee, all of the EPI Notes are represented by global certificates registered in the name of CDS. CDS, as the sole registered holder of the EPI Notes may only consent to or withhold consent from the Note Exchange Resolution or vote at the Meeting in accordance with instructions received from Beneficial EPI Noteholders through CDS’ book-entry participant system.

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Notwithstanding the foregoing, the Note Exchange Resolution authorizes EPI, without further notice to or approval of the EPI Noteholders, to revoke the Note Exchange Resolution at any time prior to the completion of the Note Exchange Transaction. EPI also reserves the right to cancel the Meeting at any time prior to commencement of the Meeting and/or to terminate, extend or modify the terms of the Consent Solicitation at any time prior to the Meeting.

See the sections entitled “General Information Regarding the Meeting and Consent Solicitation – Procedures for Consents and Appointment of Proxies” and “General Information Regarding the Meeting and Consent Solicitation – Voting at the Meeting and Quorum”.

Amendment Review Fees

If the Note Exchange Resolution is approved by the EPI Noteholders and the Note Exchange Transaction is completed, the applicable Amendment Review Fees will be payable to eligible EPI Noteholders who: (a) executed and delivered a valid Consent and Proxy Form to the Tabulation Agent by the Consent Deadline, with such Consent and Proxy Form being accepted by the Tabulation Agent; or (b) voted on the Note Exchange Resolution in person or by proxy at the Meeting, if the Meeting is held (in each case, in favour or against).

EPI Noteholders who do not submit a valid Consent and Proxy Form voting on the Note Exchange Resolution (for or against) prior to the Consent Deadline, or who do not vote on the Note Exchange Resolution in person or by proxy at the Meeting, if the Meeting is held, will NOT receive any Amendment Review Fees, even though the EPI MTN Supplemental Indenture will be binding on them if the EPI MTN Supplemental Indenture becomes effective.

Only registered EPI Noteholders are required to complete a Consent and Proxy Form. Beneficial EPI Noteholders must provide instructions to their CDS Participant, who will execute an election of those instructions through CDSX on their behalf, in sufficient time (as determined by their CDS Participant) prior to the Consent Deadline of 5:00 p.m. (Toronto time) on June 10, 2026, or the Proxy Deadline of 12:00 p.m. (Toronto time) on June 23, 2026, as applicable.

Beneficial EPI Noteholders are cautioned that if the Consent Solicitation results in consents being submitted by EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes by the Consent Deadline at 5:00 p.m. (Toronto time) on June 10, 2026, the Note Exchange Resolution will be passed by written consent and the Meeting will be cancelled. Furthermore, EPI reserves the right to extend or modify the Consent Deadline for the Consent Solicitation at any time in its sole discretion. In the event that the Consent Solicitation is extended and the required 75% approval threshold for the Note Exchange Resolution is achieved prior to the Proxy Deadline at 12:00 p.m. (Toronto time) on June 23, 2026, EPI will cancel the Meeting. In such circumstances, EPI Noteholders and CDS Participants may have minimal notice that the Meeting has been cancelled. Accordingly, EPI Noteholders and CDS Participants should submit elections with respect to the Note Exchange Resolution through CDSX as soon as possible, and in any event prior to the Consent Deadline at 5:00 p.m. (Toronto time) on June 10, 2026, as only EPI Noteholders who have validly made an election prior to the Consent Deadline (with such election being received by the Tabulation Agent) will be assured of their entitlement to Amendment Review Fees.

See the section entitled “General Information Regarding the Meeting and Consent Solicitation — Amendment Review Fees’’.

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Note Exchange Procedure

EPI Noteholders are not required to take any action in order to receive Enbridge Notes upon completion of the Note Exchange Transaction. The Enbridge Notes to be issued to CDS and to Beneficial EPI Noteholders will be credited to such EPI Noteholder’s CDS Participant’s account through the procedures in place for such purposes between CDS and such participant. Beneficial EPI Noteholders should contact their CDS Participant if they have any questions regarding this process.

See the section entitled “Information Regarding the Note Exchange Transaction – Note Exchange Procedure”.

Information Agent

EPI has retained Sodali & Co to act as information agent in connection with the Note Exchange Transaction. The Information Agent will receive reasonable and customary compensation from EPI for its services in connection with the Note Exchange Transaction, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with the Note Exchange Transaction.

Questions and requests for assistance concerning the Note Exchange Transaction may be directed to the Information Agent by calling toll free in North America at 1-833-830-9927 (1-289-695-3075 by collect call) or by email at assistance@investor.sodali.com .Further contact details for the Information Agent may be found on the back page of this document. Additional copies of this document and related materials may be obtained without charge on request from the Information Agent at its offices specified on the back page of this document. Copies of this document and related materials may also be found on www.sedarplus.com.

Tabulation Agent

EPI has retained Computershare Investor Services Inc. to act as tabulation agent in connection with the Note Exchange Transaction.

Solicitation Agent

BMO Capital Markets has been retained on behalf of EPI to act as solicitation agent and to solicit votes in favour of the Note Exchange Resolution.

The Solicitation Agent will be indemnified against certain liabilities and expenses in connection with the solicitation of votes in favour of the Note Exchange Resolution.

At any given time, the Solicitation Agent and/or its affiliates may trade the EPI Notes, the Enbridge Notes or any other securities of EPI or Enbridge for their own account, or for the accounts of their customers, and accordingly may hold a long or short position in the EPI Notes, the Enbridge Notes or those other securities and, to the extent that the Solicitation Agent or its affiliates hold EPI Notes, such Solicitation Agent may cause such EPI Notes to be voted in respect of the Note Exchange Transaction. In the ordinary course of its business, the Solicitation Agent and its affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with EPI, Enbridge and their affiliates and/or perform financial advisory services for which they receive, or will receive, customary fees and expenses.

See the section entitled “General Information Regarding the Meeting and Consent Solicitation – Solicitation Agent”.

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Effective Date

As soon as reasonably practical following approval of the Note Exchange Resolution at the Meeting (or earlier approval pursuant to the Consent Solicitation) and the satisfaction or waiver of the other conditions listed above, assuming EPI does not revoke the Note Exchange Resolution, EPI and the Trustee will execute and deliver the EPI MTN Supplemental Indenture and Enbridge and EPI will deliver the Effectiveness Notice and Undertaking and proceed to complete the Note Exchange Transaction. On the Effective Date, the EPI Notes will be transferred to Enbridge in exchange for the applicable Enbridge Notes. The result of the Note Exchange Transaction is that holders of EPI Notes will own Enbridge Notes in the place of the EPI Notes. EPI shall be released and discharged from all obligations to the former holders of EPI Notes under or in respect of the EPI MTN Indenture and the EPI Notes. EPI anticipates that the Effectiveness Notice and Undertaking will be executed and delivered on the same day that the EPI MTN Supplemental Indenture is executed and that the Effective Date will also occur on such date.

Date, Time and Place of Meeting

The Meeting will be held at the offices of McCarthy Tétrault, Suite 4000, 421 – 7th Avenue S.W., Calgary, Alberta, at 10:00 a.m. (Calgary time) / 12:00 p.m. (Toronto time) on June 25, 2026, unless cancelled or otherwise adjourned or postponed.

Notwithstanding the foregoing, EPI may, at its option, at any time prior to the Meeting, cancel or postpone the Meeting.

Record Date

The Record Date for the purposes of determining the EPI Noteholders entitled to: (a) receive notice of and vote at the Meeting; and (b) provide instructions to (i) consent to or withhold consent from the Note Exchange Resolution, and (ii) vote for or against the Note Exchange Resolution at the Meeting, if held, is the close of business (Toronto time) on May 20, 2026).

Purpose of the Meeting

The Meeting has been called to consider and, if determined advisable, pass, with or without amendment, the Note Exchange Resolution.

Certain Canadian Federal Income Tax Considerations

A Resident Holder, as defined in the section of this Circular entitled “Certain Canadian Federal Income Tax Considerations”, will be considered to have disposed of its EPI Notes upon the consummation of the Note Exchange Transaction on the Effective Date. A Resident Holder that is a corporation, partnership, unit trust or any trust of which a corporation or partnership is a beneficiary generally will be required to include in income the amount of interest accrued or deemed to accrue on the EPI Notes up to the Effective Date or that became receivable or was received on or before the Effective Date, to the extent that such amounts have not otherwise been included in the Resident Holder’s income for the year or a preceding taxation year. Any other Resident Holder will be required to include in income for a taxation year any interest on the EPI Notes received or receivable by such Resident Holder in the year except to the extent that such amount was otherwise included in its income for the year or a preceding taxation year. In addition, a Resident Holder will realize a capital gain (capital loss) on the disposition of the EPI Notes equal to the amount by which the proceeds of disposition, net of any amount included in the Resident Holder’s income as interest and net of any reasonable costs of disposition, are greater (or less) than the adjusted cost base to the Resident Holder of the EPI Notes so disposed of.

The treatment under the Tax Act of the receipt of an Amendment Review Fee by a resident of Canada is uncertain. A Resident Holder will likely be required to include the amount of the Amendment Review Fees that are received or receivable in the taxation year in computing such Resident Holder’s income for the taxation year. Resident Holders should consult their own tax advisors with respect to the receipt of the Amendment Review Fees taking into account their own particular circumstances.

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As the treatment under the Tax Act of the receipt of the Amendment Review Fee is uncertain, withholding tax at a rate of 25% should be withheld from the Amendment Review Fee to be paid or credited to a Non-Resident Holder, as defined in the section of this Circular entitled “Certain Canadian Federal Income Tax Considerations”, in compliance or intended compliance with the Tax Act. Non-Resident Holders should consult their own tax advisors with respect to the Amendment Review Fee taking into account their own particular circumstances.

No other taxes on income (including taxable capital gains) will be payable under the Tax Act by a Non-Resident Holder on the Note Exchange Transaction.

The foregoing is only a brief summary of certain Canadian federal income tax consequences and is qualified in its entirety by the description of certain Canadian federal income tax considerations described in the section of this Circular entitled “Certain Canadian Federal Income Tax Considerations”. EPI Noteholders are urged to consult their own tax advisors to determine the particular tax consequences to them of a disposition of EPI Notes pursuant to the Note Exchange Transaction.

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INFORMATION REGARDING THE NOTE EXCHANGE TRANSACTION

Background to the Note Exchange Transaction

On completion of the Transfer, the initial partners of Mainline LP will be Enbridge Mainline GP as general partner and EPI as the limited partner. In the event of completion of a subsequent indirect minority equity investment by Indigenous investors in Mainline LP, it is currently contemplated that the limited partners of Mainline LP would be EPI and a limited partnership through which the Indigenous investors would hold their interest, with EPI also holding a majority interest in that limited partnership.

The EPI MTN Indenture contains a number of covenants and other provisions that would prohibit the proposed Transfer and could make any potential subsequent indirect minority investment in the Canadian Mainline System by Indigenous investors impracticable. Although a final decision on whether to proceed with the proposed Transfer and/or any potential subsequent indirect minority investment in the Canadian Mainline System by Indigenous investors has not been made, the Note Exchange Transaction is being undertaken to facilitate such potential transactions while also delivering a range of operational, structural, and capital markets benefits to EPI, Enbridge and the EPI Noteholders, regardless of whether EPI ultimately proceeds with the proposed Transfer or any such subsequent investment.

The rationale for the Note Exchange Transaction includes, among others, the following considerations:

Similar funding costs at Enbridge and EPI, reflecting the continued strengthening of Enbridge’s business and financial profile;

Capital structure optimization and transparency, including the simplification of the corporate funding structure within the Enbridge group;

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Summary of the Note Exchange Transaction

Conditions to Completion of the Note Exchange Transaction

The completion of the Note Exchange Transaction is subject to the following conditions: (a) the requisite approval of the Note Exchange Resolution being obtained at the Meeting or pursuant to the Consent Solicitation; (b) delivery to the EPI Note Trustee of a fully executed Effectiveness Notice and Undertaking; and (c) the absence of any law or regulation, and the absence of any injunction or action or other proceeding (actual, pending or threatened), that (in the case of any injunction, action or proceeding if adversely determined) would make unlawful or invalid or enjoin the implementation of the Note Exchange Transaction. EPI reserves the right, subject to applicable law, to waive the condition in (c) above.

In addition, the Note Exchange Resolution authorizes EPI, without further notice to or approval of the EPI Noteholders, to revoke the Note Exchange Resolution at any time prior to the execution and delivery of the EPI MTN Supplemental Indenture. EPI also reserves the right to cancel the Meeting at any time prior to commencement of the Meeting and/or to terminate, extend or modify the terms of the Consent Solicitation at any time prior to the Meeting.

EPI MTN Supplemental Indenture

The EPI MTN Supplemental Indenture will amend the terms of the EPI MTN Indenture such that, among other things, on the Effective Date (and in the following sequence):

(a)

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(b)

EPI shall be released and discharged from all obligations to the former holders of EPI Notes under or in respect of the EPI MTN Indenture and the EPI Notes,

(the steps described in (a) and (b), collectively, the “Note Exchange Transaction”).

Upon request to the Corporate Secretary of EPI or the Information Agent, copies of the proposed form of the EPI MTN Supplemental Indenture will be sent to any EPI Noteholder.

Considerations Relevant to the Evaluation of the Note Exchange Transaction

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Note Exchange Procedure

EPI Noteholders are not required to take any action in order to receive Enbridge Notes following completion of the Note Exchange Transaction. Upon completion of the Note Exchange Transaction, the Enbridge Notes to be issued to EPI Noteholders will be credited to CDS, and to Beneficial EPI Noteholders’ CDS Participants’ account through the procedures in the place for such purposes between CDS and such participant. Beneficial EPI Noteholders should contact their CDS Participant if they have any questions regarding this process.

Effective Date

Canadian Securities Law Considerations

The issuance in Canada of the Enbridge Notes will be exempt from the prospectus requirements contained within applicable Canadian securities laws. The Enbridge Notes will also be “freely tradable” in Canada by persons other than “control persons” as defined under applicable Canadian securities laws (subject to customary restrictions).

U.S. Securities Law Considerations

The Enbridge Notes to be issued in connection with the proposed Note Exchange Transaction will be exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 802 thereunder. Such securities will not constitute “restricted securities” under Rule 144 of the U.S. Securities Act (“Rule 144”) and will be freely tradable under the U.S. Securities Act, except as described below.

Enbridge Notes sold on behalf of the holders of Enbridge Notes who are “affiliates” as that term is defined in Rule 144 or who have been affiliates of Enbridge in the 90 days prior to the Effective Date are subject to certain restrictions under Rule 144 and will be “restricted securities” under Rule 144 in the hands of subsequent purchasers in non-registered sales. Offers and sales of such securities must be made in accordance with: (a) the applicable requirements of Rule 144; (b) another applicable exemption from the registration requirements of the U.S. Securities Act; or (c) the registration requirements of the U.S. Securities Act.

BUSINESS TO BE CONDUCTED AT THE MEETING

The Meeting has been called to consider and, if determined advisable, pass, with or without amendment, the Note Exchange Resolution.

EPI reserves the right to amend the terms of this Circular at any time before the Meeting, including by way of press release.

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GENERAL INFORMATION REGARDING THE MEETING AND CONSENT SOLICITATION

Solicitation of Proxies and Consents

This Circular is furnished in connection with the solicitation (the “Proxy Solicitation”) by EPI of proxies to be used at the Meeting at the time and place and for the purposes set forth in the Notice of Meeting accompanying this Circular and in connection with the solicitation by EPI of consents under the Consent Solicitation. In addition to the solicitation of proxies by mail, officers, directors and employees of EPI may, without additional compensation, solicit such proxies on behalf of management personally, by telephone, fax or other electronic means. EPI will bear the cost in respect of the solicitation of proxies for the Meeting and will bear the legal, printing and other costs associated with the preparation of the Circular. The Solicitation Agent may also contact beneficial EPI Noteholders regarding the Meeting and solicit proxies on behalf of management.

The EPI MTN Indenture provides that the Note Exchange Resolution may also be passed by the written consent of the EPI Noteholders holding 75% of the principal amount of all of the EPI Notes outstanding. Accordingly, EPI is simultaneously soliciting the written consent of EPI Noteholders to approve the Note Exchange Resolution (the “Consent Solicitation”). EPI Noteholders who execute and deliver a valid Consent and Proxy Form consenting to / voting for the approval of the Note Exchange Resolution (and who do not validly revoke such Consent and Proxy Form) prior to the Consent Deadline shall be considered to have provided written consent to the Note Exchange Resolution for the purposes of the Consent Solicitation. If EPI Noteholders representing not less than 75% of the principal amount of all of the outstanding EPI Notes have delivered valid Consent and Proxy Forms consenting to / voting for the approval of the Note Exchange Resolution by the Consent Deadline (and have not validly revoked such proxies and consents), the Note Exchange Resolution will be passed by the written consent of the EPI Noteholders and the Meeting will be cancelled. EPI will notify EPI Noteholders by way of press release of any such approval and cancellation of the Meeting.

EPI reserves the right to terminate, extend or modify the terms of the Consent Solicitation at any time prior to the Meeting.

Procedures for Consents and Appointment of Proxies

Only registered EPI Noteholders as of the Record Date, or their duly appointed proxyholders, are entitled to deliver Consent and Proxy Forms with respect to the Note Exchange Resolution and to vote at the Meeting, if held. Based on the registers of the EPI Notes maintained by the EPI Note Trustee, all of the EPI Notes are represented by global certificates registered in the name of CDS. CDS, as the sole registered holder of the EPI Notes may only consent to or withhold consent from the Note Exchange Resolution or vote at the Meeting in accordance with instructions received from the Beneficial EPI Noteholders through CDS’ book-entry participant system.

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Accordingly, EPI Noteholders and CDS Participants should submit elections with respect to the Note Exchange Resolution through CDSX as soon as possible, and in any event prior to the Consent Deadline at 5:00 p.m. (Toronto time) on June 10, 2026, as only EPI Noteholders who have validly made an election prior to the Consent Deadline (with such election being received by the Tabulation Agent) will be assured of their entitlement to Amendment Review Fees.

Exercise of Vote by Proxy

Each EPI Noteholder will be entitled to one vote for each $1,000 principal amount of EPI Notes held on the Record Date on all matters that come before the Meeting, and such vote may be given in person or by proxy. Votes may be cast FOR or AGAINST the Note Exchange Resolution.

The EPI Notes represented by the accompanying Consent and Proxy Form will be voted FOR or AGAINST the Note Exchange Resolution in accordance with the instructions of the EPI Noteholder as specified therein. In the event that no specifications as to voting have been made by an EPI Noteholder to vote for or against the Note Exchange Resolution in respect of particular EPI Notes for which the proxy has been returned, the EPI Notes represented by proxies appointing members of EPI management, as specified in the Consent and Proxy Form, will be voted in favour of the Note Exchange Resolution.

The accompanying Consent and Proxy Form, when properly completed and signed, confers discretionary authority upon the proxyholder named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to any matters that may properly come before the Meeting. Management presently knows of no such amendments, variations or other matters which may come before the Meeting other than those referred to in the Notice of Meeting. If any such amendment, variation or other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Consent and Proxy Form to vote on such amendment, variation or other matter in accordance with their judgement.

EPI reserves the right to waive the Consent Deadline and/or the Proxy Deadline and accept and treat as valid those consents and proxies received after the Consent Deadline and/or the Proxy Deadline for the purposes of both the Consent Solicitation and the Meeting.

Revocation

In addition to revocation in any other manner permitted by law, a registered EPI Noteholder or duly appointed proxyholder who has submitted a Consent and Proxy Form may: (a) revoke the election with respect to the Consent Solicitation prior to the Consent Deadline; and/or (b) revoke the proxy with respect to the Proxy Solicitation prior to the Proxy Deadline, in either such case, by delivering a revocation notice in writing (including another Consent and Proxy Form bearing a later date) executed by the registered EPI Noteholder or duly appointed proxyholder or by an authorized officer or attorney thereof to the Tabulation Agent at any time prior to the Consent Deadline or the Proxy Deadline, as applicable. Any revocations of a consent received after the Consent Deadline, or revocations of proxy received after the Proxy Deadline, will not have any effect.

Only registered EPI Noteholders or duly appointed proxyholders have the right to revoke a Consent and Proxy Form submitted by them. Beneficial EPI Noteholders who wish to revoke a consent and/or proxy provided by their CDS Participant should contact their CDS Participant.

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Transfers of EPI Notes

If a person purchases EPI Notes after the Record Date and the EPI Noteholder as of the Record Date previously delivered a valid Consent and Proxy Form (or thereafter delivers a valid Consent and Proxy Form), such Consent and Proxy Form of the EPI Noteholder as of the Record Date, and not the subsequent holder, will be eligible for acceptance by the Tabulation Agent if it was (or is) validly submitted. However, if a person purchases EPI Notes after the Record Date and the EPI Noteholder as of the Record Date has not previously consented to the Note Exchange Transaction, the purchaser may obtain an appropriate consent and agreement from the holder as of the Record Date and submit a Consent and Proxy Form on or prior to the Consent Deadline or Proxy Deadline, as applicable. However, in this case, any Amendment Review Fees payable will be payable to the holder as of the Record Date unless otherwise agreed to between such holder and the subsequent purchaser. Any subsequent purchaser is advised to contact their CDS Participant and legal advisors in this situation.

Information Agent

EPI has retained Sodali & Co to act as Information Agent in connection with the Note Exchange Transaction. The Information Agent will receive reasonable and customary compensation from EPI for its services in connection with the Note Exchange Transaction, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with the Note Exchange Transaction.

Questions and requests for assistance concerning the Note Exchange Transaction may be directed to the Information Agent at 1-833-830-9927 (1-289-695-3075 by collect call) or by email at assistance@investor.sodali.com . Further contact details for the Information Agent may be found on the back page of this document. Additional copies of this document and related materials may be obtained without charge on request from the Information Agent at its offices specified on the back page of this document. Copies of this document and related materials may also be found on SEDAR+ at www.sedarplus.com.

Tabulation Agent

EPI has retained Computershare Investor Services Inc. to act as tabulation agent in connection with the Note Exchange Transaction.

Solicitation Agent

BMO Capital Markets (the “Solicitation Agent”) has been retained on behalf of EPI to act as solicitation agent and to solicit votes in favour of the Note Exchange Resolution.

The Solicitation Agent will be indemnified against certain liabilities and expenses in connection with the solicitation of votes in favour of the Note Exchange Resolution.

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Date, Time and Place of Meeting

Notwithstanding the foregoing, EPI may, at its option, at any time prior to the Meeting, cancel or postpone the Meeting or modify the matters to be considered thereat. In the event that the Note Exchange Resolution is approved pursuant to the Consent Solicitation, the Meeting will be cancelled. In addition, to the extent that the Meeting is held and a quorum is not present at the commencement of the Meeting, the Meeting may be adjourned in accordance with the EPI MTN Indenture.

Record Date

Voting at the Meeting and Quorum

At the Meeting, each registered holder of EPI Notes as of the Record Date will be entitled to one vote in respect of each $1,000 principal amount of EPI Notes held with respect to the Note Exchange Resolution.

EPI Noteholders should refer to the section of this Circular entitled “General Information Regarding the Meeting and Consent Solicitation” for details as to how to vote their EPI Notes. As at the Record Date, there were an aggregate of $4,324,600,000 principal amount of EPI Notes outstanding, as set forth below.

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Designation:	Principal Amount:		Interest Rate:
6.55% Medium Term Note Debentures due November 17, 2027	$	50,000,000		6.55	%
6.05% Medium Term Note Debentures due February 12, 2029	$	65,000,000		6.05	%
3.52% Medium Term Note Debentures due February 22, 2029	$	600,000,000		3.52	%
6.50% Medium Term Note Debentures due June 11, 2029	$	109,600,000		6.50	%
2.82% Medium Term Note Debentures due May 12, 2031	$	400,000,000		2.82	%
5.08% Medium Term Note Debentures due December 19, 2036	$	150,000,000		5.08	%
5.35% Medium Term Note Debentures due November 10, 2039	$	200,000,000		5.35	%
5.33% Medium Term Note Debentures due April 6, 2040	$	300,000,000		5.33	%
4.55% Medium Term Note Debentures due August 17, 2043	$	300,000,000		4.55	%
4.55% Medium Term Note Debentures due September 29, 2045	$	400,000,000		4.55	%
4.13% Medium Term Note Debentures due August 9, 2046	$	400,000,000		4.13	%
4.33% Medium Term Note Debentures due February 22, 2049	$	600,000,000		4.33	%
4.20% Medium Term Note Debentures due May 12, 2051	$	400,000,000		4.20	%
5.82% Medium Term Note Debentures due August 17, 2053	$	350,000,000		5.82	%

Required Approval at the Meeting

If held, at the Meeting, holders of EPI Notes will be asked to consider and vote on the Note Exchange Resolution. To be effective, the Note Exchange Resolution must be approved at the Meeting by holders of not less than 75% of the principal amount of the EPI Notes, voting together as a single class, present in person or by proxy at the Meeting and voted on a poll upon such resolution. A copy of the Note Exchange Resolution is set out in Appendix A of this Circular.

Quorum at the Meeting

Two or more persons present in person holding either personally or as proxies for holders not less than a majority of the aggregate principal amount of the EPI Notes outstanding will constitute a quorum for the Meeting. In the absence of a quorum, the Meeting shall be adjourned to the same day in the next week (or, if such day is not a Business Day, to the next following Business Day) at the same time and place. At the adjourned meeting, the EPI Noteholders present shall form a quorum and may transact the business for which the Meeting was originally called.

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Amendment Review Fees

If the Note Exchange Resolution is approved by the EPI Noteholders and the Note Exchange Transaction is completed, EPI Noteholders who: (a) executed and delivered a valid Consent and Proxy Form to the Tabulation Agent by the Consent Deadline, with such Consent and Proxy Form being accepted by the Tabulation Agent; or (b) voted on the Note Exchange Resolution in person or by proxy at the Meeting, if the Meeting is held (in each case, for or against), will receive the applicable amendment review fee set forth below for each $1,000 principal amount of applicable EPI Notes represented by such Consent and Proxy Form or voted in person at the Meeting (collectively, the “Amendment Review Fees”).

Applicable EPI Notes	Principal Amount		Coupon		Maturity Date	CUSIP	Amendment Review Fee (per $1,000 principal amount of EPI Note)
2027 Notes	$	50,000,000	6.55	%	November 17, 2027	46065ZAE7	$	1.50
2029-02-12 Notes	$	65,000,000	6.05	%	February 12, 2029	29250ZAC2	$	1.50
2029-02-22 Notes	$	600,000,000	3.52	%	February 22, 2029	29250ZAX6	$	1.50
2029-06 Notes	$	109,600,000	6.50	%	June 11, 2029	29250ZAD0	$	1.50
2031 Notes	$	400,000,000	2.82	%	May 12, 2031	29250ZAZ1	$	3.50
2036 Notes	$	150,000,000	5.08	%	December 19, 2036	29250ZAG3	$	3.50
2039 Notes	$	200,000,000	5.35	%	November 10, 2039	29250ZAJ7	$	3.50
2040 Notes	$	300,000,000	5.33	%	April 6, 2040	29250ZAM0	$	3.50
2043 Notes	$	300,000,000	4.55	%	August 17, 2043	29250ZAR9	$	5.00
2045 Notes	$	400,000,000	4.55	%	September 29, 2045	29250ZAU2	$	5.00
2046 Notes	$	400,000,000	4.13	%	August 9, 2046	29250ZAW8	$	5.00
2049 Notes	$	600,000,000	4.33	%	February 22, 2049	29250ZAY4	$	5.00
2051 Notes	$	400,000,000	4.20	%	May 12, 2051	29250ZBA5	$	5.00
2053 Notes	$	350,000,000	5.82	%	August 17, 2053	29250ZBB3	$	5.00

No Amendment Review Fees will be paid to an EPI Noteholder if: (a) the Note Exchange Resolution is approved at the Meeting and, prior to the Proxy Deadline, the EPI Noteholder validly revokes any such proxy previously delivered; or (b) the Note Exchange Resolution is approved pursuant to the Consent Solicitation and the EPI Noteholder validly revokes any such proxy and consent previously delivered, prior to the Consent Deadline. The right to receive the Amendment Review Fees is not transferable with any of the EPI Notes. No other holder of any EPI Notes, including any EPI Noteholders to whom any EPI Notes have been transferred subsequent to the Record Date with respect to such transferred EPI Notes, will be entitled to receive the Amendment Review Fees. EPI Noteholders who wish to transfer EPI Notes and to provide the benefit of the Amendment Review Fees to a transferee or other designee should contact their CDS Participant to make such arrangements.

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EPI Noteholders who do not submit a valid Consent and Proxy Form voting on the Note Exchange Resolution prior to the Consent Deadline, or who do not vote on the Note Exchange Resolution in person or by proxy at the Meeting, if the Meeting is held, will NOT receive any Amendment Review Fees, even though the EPI MTN Supplemental Indenture will be binding on them if the EPI MTN Supplemental Indenture becomes effective.

Only registered EPI Noteholders are required to complete a Consent and Proxy Form. Beneficial EPI Noteholders must provide instructions to their CDS Participant who will execute an election of those instructions through CDSX on their behalf, in sufficient time (as determined by their CDS Participant) prior to the Consent Deadline of 5:00 p.m. (Toronto time) on June 10, 2026, or the Proxy Deadline of 12:00 p.m. (Toronto time) on June 23, 2026, as applicable. Beneficial EPI Noteholders are cautioned that if the Consent Solicitation results in consents being submitted by EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes by the Consent Deadline at 5:00 p.m. (Toronto time) on June 10, 2026, the Note Exchange Resolution will be passed by written consent and the Meeting will be cancelled. Furthermore, EPI reserves the right to extend or modify the Consent Deadline for the Consent Solicitation at any time in its sole discretion. In the event that the Consent Solicitation is extended and the required 75% approval threshold for the Note Exchange Resolution is achieved prior to the Proxy Deadline at 12:00 p.m. (Toronto time) on June 23, 2026, EPI will cancel the Meeting. In such circumstances, EPI Noteholders and CDS Participants may have minimal notice that the Meeting has been cancelled.

Accordingly, EPI Noteholders and CDS Participants should submit elections with respect to the Note Exchange Resolution through CDSX as soon as possible, as only EPI Noteholders who have validly made an election prior to the Consent Deadline at 5:00 p.m. (Toronto time) on June 10, 2026 (with such election being received by the Tabulation Agent) will be assured of their entitlement to Amendment Review Fees.

Interest will not accrue on or be payable with respect to the Amendment Review Fees. The Amendment Review Fees will be paid to the EPI Note Trustee following the Effective Date, who will, in turn, pay eligible EPI Noteholders. As CDS is the sole registered EPI Noteholder, CDS will distribute payment to the CDS Participants in accordance with normal procedures through the CDSX system.

Delivery of Meeting Materials

The Circular is being delivered to registered EPI Noteholders as of the Record Date in accordance with the terms of the EPI MTN Indenture. The Circular may be accessed electronically on EPI’s profile on SEDAR+ at www.sedarplus.com. Copies of the Circular may also be obtained without charge by sending a written request to 200, 425 – 1st Street S.W., Calgary, Alberta, T2P 3L8, Attention: Investor Relations, by calling 1-403-231-3900 or by sending an email to corporatesecretary@enbridge.com.

INFORMATION CONCERNING EPI

EPI

EPI is primarily a transporter of western Canadian and United States crude oil, refined petroleum products and natural gas liquids. The Canadian Mainline System transports crude oil from western Canada to the Midwest region of the United States and eastern Canada and serves all of the major refining centers in Ontario. EPI also operates the Southern Lights Canada Pipeline, which transports diluent from the Canada/United States border to western Canada, and holds investments in renewable and alternative power generation assets.

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EPI is a wholly-owned indirect subsidiary of Enbridge, EPI’s ultimate parent. Enbridge provides administrative and general support services to EPI. EPI conducts its business through two business segments: Liquids Pipelines and Renewable Power Generation. Liquids Pipelines consists of common carrier and contract pipelines and related terminals in Canada that transport various grades of crude oil and other liquid hydrocarbons, including the Canadian Mainline System and Southern Lights Canada Pipeline. The Canadian Mainline System and other pipeline assets are components of Enbridge’s Liquids Pipelines segment. Renewable Power Generation consists of investments in wind and solar assets in the provinces of Alberta, Ontario and Québec. EPI’s investments in renewable assets are components of Enbridge’s Renewable Power Generation segment.

The head office and principal business office of EPI is located at 200, 425 - 1st Street S.W., Calgary, Alberta, T2P 3L8.

INFORMATION CONCERNING ENBRIDGE

Enbridge

Enbridge is a leading North American energy infrastructure company. Enbridge’s core businesses include Liquids Pipelines, which consists of pipelines and terminals in Canada and the United States that transport, store and export various grades of crude oil and other liquid hydrocarbons; Gas Transmission, which consists of investments in natural gas pipelines and gathering, processing and storage facilities in Canada and the United States; Gas Distribution and Storage, which consists of natural gas utility operations that serve residential, commercial and industrial customers in Canada and the United States; and Renewable Power Generation, which consists primarily of investments in wind and solar power generation facilities, as well as geothermal transmission assets, in North America and Europe.

Enbridge is a public company, with common shares that trade on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “ENB”. Enbridge was incorporated on April 13, 1970 under the Companies Ordinance of the Northwest Territories and was continued under the Canada Business Corporations Act on December 15, 1987. Enbridge’s principal executive and registered office is located at 200, 425 – 1st Street S.W., Calgary, Alberta, Canada T2P 3L8, and its telephone number is 1-403-231-3900.

For further information regarding Enbridge and its business activities, see the Enbridge Annual Report and the other documents incorporated by reference in this Circular.

Guarantors

Enbridge’s payment obligations under the Enbridge Notes will be fully, unconditionally, irrevocably, absolutely and jointly and severally guaranteed by both of SEP and EEP (the “Guarantors”) pursuant to the terms of the fifth supplemental indenture dated as of June 20, 2019 among Enbridge, the Guarantors and the Enbridge Note Trustee (the “Fifth Supplemental Indenture”). Each such guarantee will be a direct unsecured obligation of each of the Guarantors and will rank equally and pari passu, except as to redemption and/or sinking fund provisions, with all other unsecured and unsubordinated indebtedness of such Guarantor. For greater certainty, the Enbridge Notes will not be guaranteed by, and will not be obligations of, any other subsidiaries of Enbridge.

Neither of the Guarantors is a reporting issuer in any province of Canada, and neither of the Guarantors is a reporting company under the Securities Exchange Act of 1934.

See the section entitled “Description of Enbridge Notes – Guarantees”.

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Consolidated Capitalization

The following table summarizes Enbridge’s consolidated capitalization as at March 31, 2026 on an actual basis, and on an as adjusted basis to give effect to the Note Exchange Transaction. The following table should be read together with Enbridge’s unaudited consolidated financial statements for the three months ended March 31, 2026, which are incorporated by reference in this Circular through the Enbridge Quarterly Report. All U.S. dollar amounts in the following table have been converted to Canadian dollars using the exchange rate on March 31, 2026 of US$1.00 per $1.3956 as published by Thomson Reuters.

	As of March 31, 2026
	Actual			As Adjusted for the Note Exchange Transaction
	(millions of dollars)
Total long-term debt, less current portion⁽¹⁾⁽²⁾		103,007			103,007
Shareholders’ equity:
Preference shares		6,818			6,818
Common shares		71,943			71,943
Additional paid-in capital		168			168
Retained deficit		(19,611	)		(19,611	)
Accumulated other comprehensive income		5,652			5,652

Total Enbridge Inc. shareholders’ equity		64,970			64,970
Total capitalization	$	167,977		$	167,977

Note:

(1)

Does not reflect the redemption on May 11, 2026 of $400,000,000 aggregate principal amount of 3.00% medium term note debentures of EPI.

(2)

As at March 31, 2026, long-term debt includes $10,524 million of outstanding commercial paper borrowings and credit facility draws.

Earnings Coverage Ratios

The following earnings coverage ratios for Enbridge have been calculated on a consolidated basis for the respective 12 month periods ended March 31, 2026 and December 31, 2025 and are derived from unaudited financial information for the 12 month period ended March 31, 2026 and audited financial information for the 12 month period ended December 31, 2025, in each case prepared in accordance with U.S. GAAP.

The following ratios give pro forma effect to the issuance, repayment or redemption by Enbridge or its subsidiaries, as applicable, from time to time, outside the normal course, of debt since March 31, 2026 and December 31, 2025, in the case of the March 31, 2026 and December 31, 2025 earnings coverage ratios, respectively, including:

the issuance by Enbridge of (i) $850,000,000 aggregate principal amount of 3.57% medium term notes due 2031, (ii) $850,000,000 aggregate principal amount of 4.35% medium term notes due 2036, and (iii) $300,000,000 aggregate principal amount of 5.10% medium term notes due 2056, pursuant to pricing supplements dated February 23, 2026;

the issuance by Enbridge of (i) US$1,000,000,000 aggregate principal amount of 4.850% senior notes due 2031, and (ii) US$1,000,000,000 aggregate principal amount of 5.450% senior notes due 2036, pursuant to a prospectus supplement dated March 24, 2026; and

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the redemption by EPI on May 11, 2026 of $400,000,000 aggregate principal amount of 3.00% medium term note debentures due 2026.

Adjustments for certain normal course issuances and repayments of debt subsequent to December 31, 2025 and March 31, 2026, respectively, would not materially affect the ratio and, as a result, have not been made.

	Twelve Month Period Ended
	December 31, 2025	March 31, 2026
Earnings coverage⁽¹⁾	2.7 times	2.6 times

Notes:

(1)

Earnings coverage is calculated as earnings attributable to controlling interests before interest and income taxes divided by the sum of interest expense (excluding unrealized gain/(losses) on non-qualifying interest rate contracts), capitalized interest and proforma borrowing costs.

Enbridge evaluates its performance using a variety of measures. As a non-GAAP measure, the earnings coverage above is intended to measure Enbridge’s ability to meet its financial obligations. The earnings coverage discussed above is not defined under U.S. GAAP and, therefore, should not be considered in isolation or as an alternative to, or more meaningful than, net earnings as determined in accordance with U.S. GAAP as an indicator of Enbridge’s financial performance or liquidity. This measure is not necessarily comparable to a similarly titled measure of another company.

Enbridge’s interest requirements amounted to approximately $5,467 million for the 12 month period ended December 31, 2025. Enbridge’s earnings attributable to controlling interests before interest and income taxes of $7,027 million were approximately $14,518 million for the 12 month period ended December 31, 2025, which is 2.7 times Enbridge’s aggregate interest requirements for this period.

Enbridge’s interest requirements amounted to approximately $5,266 million for the 12 month period ended March 31, 2026. Enbridge’s earnings attributable to controlling interests before interest and income taxes of $6,806 million were approximately $13,711 million for the 12 month period ended March 31, 2026, which is 2.6 times Enbridge’s aggregate interest requirements for this period.

DESCRIPTION OF ENBRIDGE NOTES

The following description is a brief summary of the material attributes and characteristics applicable to the Enbridge Notes to be issued in connection with the Note Exchange Transaction, which summary does not purport to be complete, and is qualified in its entirety by reference to the provisions of the Enbridge MTN Indenture. A summary description of the variable terms of each maturity of Enbridge Notes to be issued in connection with the Note Exchange Transaction is attached as Appendix B to this Circular and a comparison between the Enbridge MTN Indenture and the EPI MTN Indenture is attached as Appendix C to this Circular.

The Enbridge Notes are being acquired pursuant to exemptions from the prospectus requirements contained in applicable securities legislation and without the delivery of a prospectus and, as a result: (a) the former EPI Noteholders acquiring the Enbridge Notes will be restricted from using the civil remedies that would be available under applicable securities legislation if the distribution of the Enbridge Notes were by prospectus; (b) the former EPI Noteholders acquiring the Enbridge Notes may not receive information that would otherwise be required to be provided to a purchaser under applicable securities legislation if the distribution of the Enbridge Notes were by prospectus; and (c) Enbridge will be relieved from certain obligations that would otherwise apply under applicable securities legislation if the distribution of the Enbridge Notes were by prospectus.

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The following summary uses words and terms that are defined in the Enbridge MTN Indenture (some of which are set forth below in the section entitled “Description of Enbridge Notes – Certain Definitions from the Enbridge MTN Indenture”).

General

The Enbridge Notes will be issued under the Enbridge MTN Indenture.

The Enbridge Notes will be issued as medium term notes under the Enbridge MTN Indenture. The Enbridge MTN Indenture permits the issuance thereunder from time to time of additional medium term notes, and of debentures in one or more other series (“Debentures”), without limitation as to aggregate principal amount. The Enbridge Notes will be direct unsecured obligations of Enbridge ranking equally and pari passu, except as to redemption and/or sinking fund provisions, with all other unsecured and unsubordinated indebtedness of Enbridge. Enbridge’s payment obligations under the Enbridge Notes will be unconditionally guaranteed by the Guarantors.

Denomination

The Enbridge Notes will be issuable in fully registered form in denominations of $1,000 and integral multiples thereof.

Global Notes

All Enbridge Notes will be denominated in Canadian dollars and each maturity of Enbridge Notes will be represented in the form of a fully registered global note in certificated or uncertificated form (each, a “Global Note”) held by, or on behalf of, the Depository or a successor as custodian of such Global Note (for its participants as defined below) and registered in the name of the Depository or its nominee. Except as described below, no holder of an Enbridge Note will be entitled to a certificate or other instrument from Enbridge or the Depository evidencing ownership of the Enbridge Note. Instead, the Enbridge Notes will be represented only in book-entry form. Beneficial interests in a Global Note, constituting a partial ownership interest in the Enbridge Notes, will be represented through book-entry accounts of institutions acting on behalf of beneficial owners, as direct and indirect participants of the Depository (“participants”). The Depository will be responsible for establishing and maintaining book-entry accounts for its participants having interests in the Global Notes.

If the Depository notifies Enbridge that it is unwilling or unable to continue as depository in connection with a Global Note, or if at any time the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and Enbridge and the Trustee are unable to locate a qualified successor, or if an event of default has occurred and is continuing with respect to any of the Enbridge Notes, or if Enbridge elects to terminate the book-entry system, beneficial owners of the Enbridge Notes represented by the Global Notes will receive Enbridge Notes in definitive form (“Definitive Notes”). Beneficial owners of the Enbridge Notes represented by Global Notes may also receive Definitive Notes if the Trustee gives notice pursuant to the Enbridge MTN Indenture that an event of default has occurred and is continuing with respect to the Enbridge Notes.

Payment of Interest and Principal

The Depository or its nominee, as the registered owner of a Global Note, will be considered the sole owner of such Global Note for the purposes of receiving payments of interest and principal on the Global Note and for all other purposes under the Enbridge MTN Indenture and such Global Note.

Enbridge understands that the Depository or its nominee, upon receipt of any payment of interest or principal in respect of a Global Note, will credit participants’ accounts on the date interest or principal is payable, with payments in amounts proportionate to their respective beneficial interests in the principal amount of a Global Note as shown on the records of the Depository or its nominee. Enbridge also understands that payments of interest and principal by participants to the owners of beneficial interests in a Global Note held through such participants will be governed by standing instructions and customary practices. The responsibility and liability of Enbridge in respect of the Enbridge Notes represented by a Global Note is limited to making payment of any interest and principal due on a Global Note to the Depository or its nominee in the currency and in the manner described in a Global Note.

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Transfer of Enbridge Notes

Transfers of beneficial ownership of Enbridge Notes represented by the Global Notes will be effected through records maintained by the Depository or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). Beneficial owners who are not participants in the Depository’s book-entry system, but who desire to purchase, sell or otherwise transfer their ownership or other interest in the Global Notes, may do so only through participants in the Depository’s book-entry system.

The ability of a beneficial owner of an interest in an Enbridge Note represented by a Global Note to pledge the Enbridge Note or otherwise take action with respect to such owner’s interest in an Enbridge Note represented by a Global Note (other than through a participant) may be limited due to the lack of a physical certificate.

The registered holder of a Definitive Note may transfer or exchange such Definitive Note at the principal office of the Trustee or other registrar in Calgary, Alberta or at such other place or places as may from time to time be designated by Enbridge with the approval of the Enbridge Note Trustee. Definitive Notes may be exchanged for Enbridge Notes (other than Enbridge Notes represented by a Global Note) of the same or other authorized form or denomination or denominations of the same aggregate principal amount of the Enbridge Notes, bearing the same interest rate and of the same maturity date. Reasonable charges, including a sum sufficient to cover any tax or other governmental charge payable, may be imposed by the Enbridge Note Trustee or other registrar in connection with the exchange or transfer of Enbridge Notes.

Redemption and Purchase of Enbridge Notes

Enbridge Notes will not be redeemable by Enbridge or repayable at the option of the holder prior to maturity, unless otherwise specified in Appendix B to this Circular.

Enbridge may at any time when not in default under the Enbridge MTN Indenture purchase Enbridge Notes in the market (which shall include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender to all holders of Enbridge medium term notes or by private contract, at any price not exceeding the redemption price, if any, plus accrued and unpaid interest and costs of purchase. Enbridge Notes redeemed or purchased by Enbridge will be cancelled and may not be reissued.

Covenants

In addition to other covenants, the Enbridge MTN Indenture contains, with respect to the Enbridge Notes to be issued thereunder, covenants substantially to the following effect:

Negative Covenant

So long as any Debentures (including the Enbridge Notes) remain outstanding, Enbridge will not create, assume or otherwise have outstanding any Security Interest, except for Permitted Encumbrances, on or over its assets (present or future) in respect of any Indebtedness of any person unless, in the opinion of legal counsel to Enbridge, the obligations of Enbridge in respect of all Debentures (including Enbridge Notes) then outstanding shall be secured equally and rateably therewith, provided that such covenant shall not hinder or prevent the sale of any property or asset of Enbridge.

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Issue Test

So long as any Debentures (including Enbridge Notes) remain outstanding Enbridge will not issue or become liable for (other than to a Subsidiary) any Funded Obligations, unless the aggregate principal amount of Consolidated Funded Obligations does not exceed 75% of the Total Consolidated Capitalization.

Modifications

The rights of the holders of medium term notes under the Enbridge MTN Indenture may be modified. For that purpose, among others, the Enbridge MTN Indenture contains provisions making binding upon all holders of medium term notes, resolutions passed at meetings of such noteholders by the affirmative votes of not less than 66 2/3% of the principal amount of such medium term notes present in person or represented by proxy at such meeting or instruments in writing signed by the holders of not less than 66 2/3% of the principal amount of all such outstanding medium term notes. In certain cases, modification will require separate assent by the holders of the required percentages of medium term notes of each series or tranche outstanding under the Enbridge MTN Indenture or otherwise. Reference is made to the Enbridge MTN Indenture for detailed provisions relating to voting and meetings of noteholders.

Governing Law

The Enbridge MTN Indenture is and the Enbridge Notes will be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada as applicable therein.

Guarantees

Pursuant to the Fifth Supplemental Indenture, both of the Guarantors will fully, unconditionally, irrevocably, absolutely and jointly and severally guarantee to each holder of Enbridge Notes, the due and punctual payment of the principal of, and premium, if any, and interest on such Enbridge Notes and all other amounts due and payable by Enbridge under the Enbridge MTN Indenture and the Enbridge Notes, when and as such principal, premium, if any, interest and other amounts become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Enbridge Notes and the Enbridge MTN Indenture (each, a “Guarantee”, and together, the “Guarantees”). Each Guarantee will be on the terms and conditions set forth in the Fifth Supplemental Indenture.

The Guarantee of either Guarantor will be unconditionally released and discharged automatically upon the occurrence of any of the following events:

(a)

any direct or indirect sale, exchange or transfer, whether by way of merger, sale or transfer of equity interests or otherwise, to any person that is not an affiliate of Enbridge, of any of Enbridge’s direct or indirect limited partnership or other equity interests in such Guarantor as a result of which such Guarantor ceases to be a consolidated subsidiary of Enbridge;

(b)

the merger of such Guarantor into Enbridge or the other Guarantor or the liquidation and dissolution of such Guarantor;

(c)

with respect to any Enbridge Notes, the repayment in full or discharge or defeasance of such Enbridge Notes (each as contemplated by the Indenture or any applicable supplemental indenture);

(d)

with respect to EEP, the repayment in full or discharge or defeasance of the EEP Guaranteed Notes;

(e)

with respect to SEP, the repayment in full or discharge or defeasance of the SEP Guaranteed Notes; or

(f)

with respect to any Enbridge Notes, the consent of the holders of at least a majority of the outstanding principal amount of such Enbridge Notes.

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The Guarantees granted under the Fifth Supplemental Indenture are governed by the laws of the Province of Alberta.

Certain Tax Considerations Re: Guarantees

Any and all payments made by the Guarantors pursuant to the provisions of the Guarantees shall be made without withholding or deduction for, or on account of, any current or future taxes imposed by or on behalf of the United States or any political subdivision thereof unless such taxes are required by law or by the administration thereof to be withheld or deducted, in which case the Guarantors shall make such withholding or deduction; remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law; furnish to registered holders all information returns in the manner and within the time provided for under applicable law; upon request, if required by a relevant jurisdiction as a condition to a credit, promptly provide original, or certified copies of, receipts where available; and pay registered holders such additional amounts (“Additional Amounts”) as will result (after the withholding or deduction of such taxes) in a net payment to registered holders of the amounts which would otherwise have been payable pursuant to the Guarantees in the absence of such withholding or deduction provided, however, the foregoing obligation to pay Additional Amounts will not apply to any one or more of the following:

(a)

any tax, assessment or other governmental charge which would not have been so imposed but for: (a) the existence of any present or former connection between such beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or a person holding a power over, such beneficial owner, if such beneficial owner is an estate, trust, partnership or corporation) and the United States, including, without limitation, such beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or person holding a power over such beneficial owner) being or having been a citizen or resident or treated as a resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; or (b) such beneficial owner’s current or former status as a personal holding company, a foreign personal holding company, a controlled foreign corporation that is related to the Guarantors through stock ownership, a foreign tax-exempt organization for United States tax purposes or a corporation which accumulates earnings to avoid United States federal income tax;

(b)

any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the holder of any Enbridge Notes of any series for payment on a date more than 60 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(c)

any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge;

(d)

any tax, assessment or other governmental charge imposed (a) on interest received by a person holding, actually or constructively, 10% or more of (i) the total combined voting power of all classes of stock of the Guarantors entitled to vote or (ii) the capital or profits interest of the Guarantors, as applicable, or (b) on a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”);

(e)

any tax, assessment or other governmental charge that would not have been imposed but for the failure by any beneficial owner, record holder or intermediary to comply with certification or identification reporting requirements required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;

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(f)

any tax, assessment or other governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative or judicial interpretation that is announced or becomes effective after the day on which the payment becomes due or is duly provided for, whichever occurs later;

(g)

any tax, assessment or other governmental charge that would not have been so imposed but for the beneficial owner being or having been a person within a country with respect to which the United States Treasury Department has determined, on or before the original issue date of the Enbridge Note, under sections 871(h)(6) and 881(c)(6) of the Code, that payments of interest to persons within such country are not subject to the repeal of the United States withholding tax provided for in sections 871(h) and 881(c) of the Code; or

(h)

any tax, assessment or other governmental charge imposed on a beneficial owner that is a United States Person as defined in section 7701(a)(30) of the Code;

nor will Additional Amounts be paid with respect to any payment made by the Guarantors pursuant to the provisions of the Guarantees to a fiduciary or partnership or other than the sole beneficial owner of the Enbridge Note to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership, or a beneficial owner of the Enbridge Note would not have been entitled to payment of the Additional Amounts had such payment pursuant to the provisions of the Guarantees been made directly to such beneficiary, settlor or beneficial owner. In addition, any amounts will be paid net of any deduction or withholding imposed or required pursuant to sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code, and no Additional Amounts will be required to be paid on account of any such deduction or withholding.

Certain Definitions from the Enbridge MTN Indenture

The Enbridge MTN Indenture contains, among others, definitions substantially to the following effect:

“Consolidated Funded Obligations” means the aggregate amount of all Funded Obligations of Enbridge arrived at on a consolidated basis in accordance with Generally Accepted Accounting Principles.

“Consolidated Net Tangible Assets” means all consolidated assets of Enbridge as shown on the most recent audited consolidated balance sheet of Enbridge, less the aggregate of the following amounts reflected upon such balance sheet:

(a)

all goodwill, deferred assets, trademarks, copyrights and other similar intangible assets;

(b)

to the extent not already deducted in computing such assets and without duplication, depreciation, depletion, amortization, reserves and any other account which reflects a decrease in the value of an asset or a periodic allocation of the cost of an asset; provided that no deduction shall be made under this (b) to the extent that such account reflects a decrease in value or periodic allocation of the cost of any asset referred to in (a) above;

(c)

minority interests;

(d)

non cash current assets; and

(e)

Non Recourse Assets to the extent of the outstanding Non Recourse Debt financing such assets.

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“Consolidated Shareholders’ Equity” means the aggregate amount of shareholders’ equity (including, without limitation, common share capital, contributed surplus and retained earnings but excluding preferred share capital) of Enbridge as shown on the most recent audited consolidated balance sheet of Enbridge adjusted by the amount by which share capital and contributed surplus has been increased or decreased (as the case may be) from the date of such balance sheet to the relevant date of determination, the whole in accordance with Generally Accepted Accounting Principles.

“Financial Instrument Obligations” means obligations arising under:

(a)

any interest swap agreement, forward rate agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into or guaranteed by Enbridge where the subject matter of the same is interest rates or the price, value, or amount payable thereunder is dependent or based upon the interest rates or fluctuations in interest rates in effect from time to time (but, for certainty, shall exclude conventional floating rate debt);

(b)

any currency swap agreement, cross currency agreement, forward agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into or guaranteed by Enbridge where the subject matter of the same is currency exchange rates or the price, value or amount payable thereunder is dependent or based upon currency exchange rates or fluctuations in currency exchange rates as in effect from time to time; and

(c)

any agreement for the making or taking of Petroleum Substances, any commodity swap agreement, floor, cap or collar agreement or commodity future or option or other similar agreements or arrangements, or any combination thereof, entered into or guaranteed by Enbridge where the subject matter of the same is Petroleum Substances or the price, value or amount payable thereunder is dependent or based upon the price of Petroleum Substances or fluctuations in the price of Petroleum Substances;

to the extent of the net amount due or accruing due by Enbridge thereunder (determined by marking to market the same in accordance with their terms).

“Funded Obligations” means all Indebtedness, including Purchase Money Obligations, created, assumed or guaranteed which matures by its terms on, or is renewable at the option of the obligor to, a date more than 18 months after the date of the original creation, assumption or guarantee thereof, except the Lakehead Liability, Non Recourse Debt and Subordinated Debt.

“Generally Accepted Accounting Principles” means generally accepted accounting principles which are in effect from time to time in Canada, including those accounting principles generally accepted in the United States of America from time to time, which Canadian corporations are permitted to use in Canada pursuant to Canadian law.

“Indebtedness” means all items of indebtedness in respect of any amounts borrowed and all Purchase Money Obligations which, in accordance with Generally Accepted Accounting Principles, would be recorded in the financial statements as at the date as of which Indebtedness is to be determined, and in any event including, without duplication:

(a)

obligations secured by any Security Interest existing on property owned subject to such Security Interest, whether or not the obligations secured thereby shall have been assumed; and

(b)

guarantees, indemnities, endorsements (other than endorsements for collection in the ordinary course of business) or other contingent liabilities in respect of obligations of another person for indebtedness of that other person in respect of any amounts borrowed by them.

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“Lakehead Liability” means any liability of Lakehead Pipe Line Company, Inc.: ¹

(a)

as general partner of Lakehead Pipe Line Company, Limited Partnership and as general partner of Lakehead Pipe Line Partners, L.P. (excluding any liability of Lakehead Pipe Line Partners, L.P. as general partner of Lakehead Services, Limited Partnership), provided that such liability is not required to be recorded in the financial statements of Enbridge in accordance with Generally Accepted Accounting Principles; and

(b)

as general partner of Lakehead Pipe Line Partners, L.P. with respect to its liability as general partner of Lakehead Services, Limited Partnership and as limited partner of Lakehead Services, Limited Partnership, with respect to that portion of the total liabilities of Lakehead Services, Limited Partnership against which there is deposited as collateral with a collateral agent such corresponding amount in United States dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the Government of the United States.

“Non Recourse Assets” means the assets created, developed, constructed or acquired with or in respect of which Non Recourse Debt has been incurred and any and all receivables, inventory, equipment, chattel paper, intangibles and other rights or collateral arising from or connected with the assets created, developed, constructed or acquired and to which recourse of the lender of such Non Recourse Debt (or any agent, trustee, receiver or other person acting on behalf of such lender) in respect of such indebtedness is limited in all circumstances (other than in respect of false or misleading representations or warranties).

“Non Recourse Debt” means any Indebtedness incurred to finance the creation, development, construction or acquisition of assets and any increases in or extensions, renewals or refundings of any such Indebtedness, provided that the recourse of the lender thereof or any agent, trustee, receiver or other person acting on behalf of the lender in respect of such Indebtedness or any judgment in respect thereof is limited in all circumstances (other than in respect of false or misleading representations or warranties) to the assets created, developed, constructed or acquired in respect of which such Indebtedness has been incurred and to any receivables, inventory, equipment, chattel paper, intangibles and other rights or collateral connected with the assets created, developed, constructed or acquired and to which the lender has recourse.

“Permitted Encumbrance” means any of the following:

(a)

any Security Interest existing as of the date of the first issuance by Enbridge of Debentures issued pursuant to the Enbridge MTN Indenture, or arising thereafter pursuant to contractual commitments entered into prior to such issuance;

(b)

any Security Interest created, incurred or assumed to secure any Purchase Money Obligation;

(c)

any Security Interest created, incurred or assumed to secure any Non Recourse Debt;

(d)

any Security Interest in favour of any Subsidiary;

(e)

any Security Interest on property of a corporation which Security Interest exists at the time such corporation is merged into, or amalgamated or consolidated with, Enbridge, or such property is otherwise acquired by Enbridge;

Lakehead Pipe Line Company, Inc., Lakehead Pipeline Company, Limited Partnership and Lakehead Pipeline Partners, L.P. are predecessors to Enbridge Energy Company, Inc., Enbridge Energy, Limited Partnership and EEP respectively.

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(f)

any Security Interest securing any Indebtedness to any bank or banks or other lending institution or institutions incurred in the ordinary course of business and for the purpose of carrying on the same, repayable on demand or maturing within 18 months of the date when such Indebtedness is incurred or the date of any renewal or extension thereof;

(g)

any Security Interest on or against cash or marketable debt securities pledged to secure Financial Instrument Obligations;

(h)

any Security Interest in respect of:

(i)

liens for taxes and assessments not at the time overdue or any liens securing workmen’s compensation assessments, unemployment insurance or other social security obligations; provided, however, that if any such liens, duties or assessments are then overdue Enbridge, shall be prosecuting an appeal or proceedings for review with respect to which it shall have secured a stay in the enforcement of any such obligations,

(ii)

any liens for specified taxes and assessments which are overdue but the validity of which is being contested at the time by Enbridge in good faith,

(iii)

any liens or rights of distress reserved in or exercisable under any lease for rent and for compliance with the terms of such lease,

(iv)

any obligations or duties, affecting the property of Enbridge to any municipality or governmental, statutory or public authority, with respect to any franchise, grant, licence or permit and any defects in title to structures or other facilities arising solely from the fact that such structures or facilities are constructed or installed on lands held by Enbridge under government permits, leases or other grants, which obligations, duties and defects in the aggregate do not materially impair the use of such property, structures or facilities for the purpose for which they are held by Enbridge,

(v)

any deposits or liens in connection with contracts, bids, tenders or expropriation proceedings, surety or appeal bonds, costs of litigation when required by law, public and statutory obligations, liens or claims incidental to current construction, builders’, mechanics’, labourers’, materialmen’s, warehousemen’s, carriers’ and other similar liens,

(vi)

the right reserved to or vested in any municipality or governmental or other public authority by any statutory provision or by the terms of any lease, license, franchise, grant or permit, that affects any land, to terminate any such lease, license, franchise, grant or permit or to require annual or other periodic payments as a condition to the continuance thereof,

(vii)

any undetermined or inchoate liens and charges incidental to the current operations of Enbridge that have not at the time been filed against Enbridge; provided, however, that if any such lien or charge shall have been filed, Enbridge shall be prosecuting an appeal or proceedings for review with respect to which it shall have secured a stay in the enforcement of any such lien or charge,

(viii)

any Security Interest the validity of which is being contested at the time by Enbridge in good faith or payment of which has been provided for by deposit with the Trustee of an amount in cash sufficient to pay the same in full,

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(ix)

any easements, rights of way and servitudes (including, without in any way limiting the generality of the foregoing, easements, rights of way and servitudes for railways, sewers, dykes, drains, gas and water mains or electric light and power or telephone and telegraph conduits, poles, wires and cables) that in the opinion of Enbridge will not in the aggregate materially and adversely impair the use or value of the land concerned for the purpose for which it is held by Enbridge,

(x)

any security to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operations of Enbridge,

(xi)

any liens and privileges arising out of judgments or awards with respect to which Enbridge shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, and

(xii)

any other liens of a nature similar to the foregoing which do not in the opinion of Enbridge materially impair the use of the property subject thereto or the operation of the business of Enbridge, or the value of such property for the purpose of such business;

(i)

any extension, renewal, alteration or replacement (or successive extensions, renewals, alterations or replacements), in whole or in part, of any Security Interest referred to in the foregoing clauses (a) through (h) inclusive, provided the extension, renewal, alteration or replacement of such Security Interest is limited to all or any part of the same property that secured the Security Interest extended, renewed, altered or replaced (plus improvements on such property) and the principal amount of the Indebtedness secured thereby is not increased; and

(j)

any other Security Interest if the amount of Indebtedness secured pursuant to this clause (j) does not exceed 5% of Consolidated Net Tangible Assets.

“Petroleum Substances” means crude oil, crude bitumen, synthetic crude oil, petroleum, natural gas, natural gas liquids, related hydrocarbons and any and all other substances, whether liquid, solid or gaseous, whether hydrocarbons or not, produced or producible in association with any of the foregoing, including hydrogen sulphide and sulphur.

“Purchase Money Obligation” means any monetary obligation created or assumed as part of the purchase price of real or tangible personal property, whether or not secured, any extensions, renewals or refundings of any such obligation, provided that the principal amount of such obligation outstanding on the date of such extension, renewal or refunding is not increased and further provided that any security given in respect of such obligation shall not extend to any property other than the property acquired in connection with which such obligation was created or assumed and fixed improvements, if any, erected or constructed thereon.

“Security Interest” means any security by way of an assignment, mortgage, charge, pledge, lien, encumbrance, title retention agreement or other security interest whatsoever, howsoever created or arising, whether absolute or contingent, fixed or floating, perfected or not.

“Stated Maturity” means, with respect to any security or any installment of principal thereof or interest thereon, the date specified in such security as the fixed date on which the principal of such security or such installment of principal or interest is due and payable.

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“Subordinated Debt” means any Indebtedness which matures by its terms on, or is renewable at the option of the obligor to, a date more than 18 months after the date of the original creation or assumption thereof and which by its terms, operation of law or otherwise, provides that in the event of:

(a)

any insolvency, bankruptcy, receivership, liquidation, composition or other similar proceeding relating to Enbridge or its property; or

(b)

any proceedings for the liquidation, dissolution or other winding up of Enbridge, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings; or

(c)

any assignment by Enbridge for the benefit of the creditors; or

(d)

any other marshalling of the assets of Enbridge for distribution to the creditors of Enbridge;

then and in any such event the principal of, premium, if any, and interest on, the Debentures is to be first paid in full before any payment or distribution, whether in cash or other property, shall be made on account of any such obligation; and in respect of which the Trustee has received an opinion of Counsel to the effect that such Indebtedness constitutes Subordinated Debt.

“Subsidiary” means any corporation of which shares carrying more than 50% of the voting rights attaching to all outstanding shares carrying voting rights at all times (provided that ownership of such shares confers the right to elect at least a majority of the directors of such corporation) are beneficially owned, directly or indirectly, by Enbridge or by Enbridge and any other Subsidiary or by any other Subsidiary.

“Total Consolidated Capitalization” means, without duplication, the sum of:

(a)

Consolidated Shareholders’ Equity;

(b)

the amount of preferred share capital;

(c)

the principal amount of Consolidated Funded Obligations;

(d)

the principal amount of Subordinated Debt;

(e)

the accumulated provision for future income taxes; and

(f)

the amount of any non-controlling interests;

as determined for Enbridge on a consolidated basis in accordance with Generally Accepted Accounting Principles.

Credit Ratings of the Enbridge Notes

Enbridge’s senior unsecured indebtedness currently has a rating of A (low) by DBRS, Baa2 by Moody’s, BBB+ by S&P, and BBB+ by Fitch. The rating trend from DBRS is stable and the rating outlook from each of Moody’s, Fitch and S&P is stable. These ratings are subject to change at any time at the sole discretion of the Rating Agencies. Enbridge expects that at the date of issuance of any Enbridge Notes, such Enbridge Notes will be assigned the same ratings by these Rating Agencies.

DBRS’s credit ratings are on a long term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. The “A” rating is the third highest of ten rating categories for long term debt. Long-term obligations rated “A” are of good credit quality. The capacity for the payment of financial obligations is considered substantial, and may be vulnerable to future events, but qualifying negative factors are considered manageable. The assignment of a “(high)” or “(low)” modifier within each rating category indicates relative standing within such category. The absence of either a “high” or “low” designation indicates the rating is in the middle of the category. The “high” and “low” grades are not used for the AAA and D categories.

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Moody’s credit ratings are on a long term debt rating scale that ranges from Aaa to C, representing the range from least credit risk to greatest credit risk of such securities rated. The “Baa” rating is the fourth highest of nine rating categories for long term debt. Obligations rated “Baa” are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. Moody’s applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa in its long term debt rating system. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates a ranking in the lower end of that generic rating category.

S&P’s credit ratings are on a long term debt rating scale that ranges from AAA to D, representing the range from highest to lowest quality of such securities rated. The “BBB” rating is the fourth highest of ten rating categories for long term debt. An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

Fitch’s credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. The BBB rating category is the fourth highest of the eleven major categories used by Fitch. Fitch describes debt instruments rated BBB as having good credit quality. According to Fitch, an obligation rated BBB indicates that expectations of credit risk are currently low and that the capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories.

Credit ratings are intended to provide investors with an independent measure of credit quality of any issue of securities and are indicators of the likelihood of payment and of the capacity of a company to meet its financial commitment on the rated obligation in accordance with the terms of the rated obligation. The credit ratings assigned to the Enbridge Notes by the Rating Agencies are not recommendations to buy, sell or hold the Enbridge Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor, and may be revised or withdrawn entirely at any time by a Rating Agency. Credit ratings may not reflect the potential impact of all risks on the value of the Enbridge Notes. In addition, real or anticipated changes in the rating assigned to the Enbridge Notes will generally affect the market value of the Enbridge Notes. There can be no assurance that a rating will remain in effect for a given period of time or that a rating will not be revised or withdrawn entirely by a Rating Agency in the future. The lowering of any rating of the Enbridge Notes may negatively affect the quoted market price, if any, of such Enbridge Notes. See the section entitled “Risk Factors”.

Enbridge made payments to the Rating Agencies in connection with the assignment of ratings on the long-term debt, preference shares and commercial paper of Enbridge and will make payments to the Rating Agencies in connection with the confirmation of such ratings for purposes of the Note Exchange Transaction. Other than those payments made in respect of credit ratings, no additional payments have been made to any of the Rating Agencies for any other services provided to Enbridge during the past two years.

EPI CREDIT RATINGS

EPI’s senior unsecured indebtedness currently has a rating of “A” by DBRS and “BBB+” by S&P. The rating outlook from each of these Rating Agencies is stable. These ratings are subject to change at any time at the sole discretion of such Rating Agencies. Such Rating Agencies’ ratings for debt instruments each range from a high of AAA to a low of D.

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Credit ratings are intended to provide investors with an independent measure of credit quality of any issue of securities and are indicators of the likelihood of payment and of the capacity of a company to meet its financial commitment on the rated obligation in accordance with the terms of the rated obligation. The credit ratings assigned to the EPI Notes by the Rating Agencies are not recommendations to buy, sell or hold the EPI Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor, and may be revised or withdrawn entirely at any time by a Rating Agency. Credit ratings may not reflect the potential impact of all risks on the value of the EPI Notes. In addition, real or anticipated changes in the rating assigned to the EPI Notes will generally affect the market value of the EPI Notes. There can be no assurance that a rating will remain in effect for a given period of time or that a rating will not be revised or withdrawn entirely by a Rating Agency in the future.

EPI made payments to the Rating Agencies in connection with the assignment of ratings on the long-term debt and commercial paper of EPI and will make payments to the Rating Agencies in connection with the confirmation of such ratings for purposes of the Note Exchange Transaction. Other than those payments made in respect of credit ratings, no additional payments have been made to either of the Rating Agencies for any other services provided to EPI during the past two years.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date of this Circular, a fair summary of the principal Canadian federal income tax consequences under the Tax Act generally applicable to a beneficial owner of EPI Notes (the EPI Notes and Enbridge Notes collectively referred to in this section as the “EPI and Enbridge Notes”) who: (a) participates in the Note Exchange Transaction; (b) has entitlement to all payments under the EPI and Enbridge Notes; (c) deals at arm’s length with EPI and Enbridge and is not affiliated with EPI or Enbridge for purposes of the Tax Act; and (d) holds the EPI and Enbridge Notes as capital property for purposes of the Tax Act (a “Holder”).

Generally, the EPI and Enbridge Notes will be capital property to a Holder provided the Holder does not hold the EPI and Enbridge Notes in the course of carrying on a business and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Holders who might not otherwise be considered to hold their EPI and Enbridge Notes as capital property may, in certain circumstances, be entitled to make the irrevocable election permitted by subsection 39(4) of the Tax Act to have the EPI and Enbridge Notes and all other “Canadian securities”, as defined in the Tax Act, owned by such Holder in the taxation year in which the election is made and in all subsequent taxation years treated as capital property. Holders who will not hold the EPI and Enbridge Notes as capital property should consult their own tax advisors with respect to their own particular circumstances.

This summary is based on the current provisions of the Tax Act in force as the date hereof, applicable jurisprudence, the current administrative policies of the Canada Revenue Agency published in writing and all specific proposals to amend the Tax Act which have been publicly announced by the Minister of Finance (Canada) (the “Minister”) in writing prior to the date hereof (the “Proposed Legislative Amendments”). This summary assumes that all Proposed Legislative Amendments will be enacted in their present form, but no assurances can be given that the Proposed Legislative Amendments will be enacted in the form proposed, or at all. Except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or consequences, which may differ from the Canadian federal income tax consequences described herein.

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This summary is of a general nature only, is not exhaustive of all Canadian federal income tax consequences and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. The tax liability of each Holder will depend on the Holder’s particular circumstances. Accordingly, it is recommended that Holders consult their own tax advisors as to the particular tax consequences to them of participating in the Note Exchange Transaction and acquiring and holding the Enbridge Notes.

Holders Resident in Canada

The following is a summary of the principal Canadian federal income tax consequences generally applicable under the Tax Act to a Holder who, at all relevant times for purposes of the Tax Act, is resident or deemed to be resident in Canada (a “Resident Holder”).

This portion of the summary is not applicable to a Holder: (a) that is a “financial institution” for purposes of certain rules applicable to “mark-to-market property” and “specified debt obligations”, each as defined in the Tax Act, (b) an interest in which is a “tax shelter” or a “tax shelter investment”, each as defined in the Tax Act; (c) that has made a “functional currency” reporting election under section 261 of the Tax Act to report the Holder’s “Canadian tax results”, as defined in the Tax Act, in a currency other than Canadian currency; (d) that is a “specified financial institution”, as defined in the Tax Act; (e) that has entered or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement”, each as defined in the Tax Act, with respect to the EPI Notes or the Enbridge Notes; or (f) that is exempt from tax under Part I of the Tax Act. Any such Holder should consult its own tax advisors with respect to the income tax consequences applicable to the Note Exchange Transaction.

Taxation of the Note Exchange Transaction

If the Note Exchange Resolution is approved, each Resident Holder of the applicable EPI Notes will be considered to have disposed of such EPI Notes upon the consummation of the Note Exchange Transaction on the Effective Date. The exchange of EPI Notes pursuant to the Note Exchange Transaction will be a taxable disposition of the EPI Notes, by each Resident Holder.

A Resident Holder will be required to include in computing its income for the taxation year in which the disposition occurs any interest that has accrued or is deemed to accrue on the EPI Notes to the Effective Date to the extent that such interest was not otherwise included in computing the Resident Holder’s income for that taxation year or a preceding taxation year. In the event such EPI Note was issued at a discount from its face value a Resident Holder should generally be required to include the amount of such discount in its income to the extent, if any, that (i) the proceeds of disposition of such EPI Note exceed the issue price of the EPI Note, (ii) such discount is or is deemed to be interest or otherwise of an income nature for purposes of the Tax Act, and (iii) such discount was not previously included in the Resident Holder’s income. Additionally, if the proceeds of disposition of an EPI Note exceed the principal amount of such EPI Note, the Resident Holder should generally be required to include in computing its income as interest for the taxation year in which the disposition occurs the amount of such excess to the extent that such excess can reasonably be considered to relate to, and does not exceed the value at the time of the disposition of, the interest that would have been paid or payable by EPI on such EPI Note for a taxation year ending after the disposition.

A Resident Holder’s capital gain or loss from the disposition of the EPI Notes will be equal to the amount, if any, by which the proceeds of disposition to the Resident Holder of the EPI Notes, net of any amount included in the Resident Holder’s income as interest on the EPI Notes, exceed (or are less than) the total of the adjusted cost base to the Resident Holder of the EPI Notes immediately before the disposition and any reasonable costs of disposition. For this purpose, the proceeds of disposition of the EPI Notes should be the fair market value of the Enbridge Notes on the Effective Date and any cash received as proceeds of disposition of the EPI Notes, other than cash received as interest. The fair market value of the Enbridge Notes issued pursuant to the Note Exchange Transaction may be different from the amount of the principal thereof.

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A Resident Holder will generally be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by the Resident Holder in that taxation year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will generally be required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized by the Resident Holder in a taxation year from taxable capital gains realized by the Resident Holder in that taxation year. Allowable capital losses in excess of taxable capital gains realized by a Resident Holder in a particular taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in any such taxation year, subject to and in accordance with the provisions of the Tax Act. Capital gains realized by individuals (other than certain trusts) may give rise to alternative minimum tax under the Tax Act.

Taxation of Interest on the Enbridge Notes

A Resident Holder that is a corporation, partnership, unit trust or trust of which a corporation or partnership is a beneficiary will be required to include in its income for a taxation year any interest on the Enbridge Notes that accrued or is deemed to have accrued to it to the end of the particular taxation year, or becomes receivable or is received by it before the end of that taxation year, including on a redemption, except to the extent that such interest was included in computing the Resident Holder’s income for a preceding taxation year.

Any other Resident Holder, including an individual (other than certain trusts), will be required to include in computing income for a taxation year all interest on the Enbridge Notes that is received or receivable by the Resident Holder in that taxation year (depending upon the method regularly followed by the Resident Holder in computing income), including on a redemption, except to the extent that the interest was included in the Resident Holder’s income for a preceding taxation year.

Where the Resident Holder is required to include an amount on account of interest on the Enbridge Notes that accrued in respect of the period prior to the date on which the Enbridge Notes were acquired by the Resident Holder (in addition to the Resident Holder being required to include in computing its income any interest that has accrued on the EPI Notes to the Effective Date, as described above under “Taxation of Note Exchange Transaction”), the Resident Holder may be entitled to a deduction in computing its income of an equivalent amount. The adjusted cost base to the Resident Holder of the Enbridge Notes will be reduced by the amount of this deduction.

If the Enbridge Notes are issued at a discount from their face value, a Resident Holder who acquires such Enbridge Notes may be required to include an additional amount in respect of the discount in computing its income, either in accordance with the deemed interest accrual rules contained in the Tax Act or in the taxation year in which the discount is received or receivable by the Resident Holder. Resident Holders should consult their own tax advisors as to the particular tax consequences to them of Enbridge Notes issued at a discount taking into account their own particular circumstances.

Any premium paid by Enbridge to a Resident Holder on the redemption of an Enbridge Note, or a purchase for cancellation before maturity, will generally be deemed to be received by such Resident Holder as interest on the Enbridge Note and will be required to be included in computing the Resident Holder’s income, as described above, at the time of the redemption or purchase for cancellation to the extent that such premium is paid as a penalty or bonus and can reasonably be considered to relate to, and does not exceed the value at the time of the redemption or purchase for cancellation of, the interest that, but for the redemption or purchase for cancellation, would have been paid or payable by Enbridge, as interest, on the Enbridge Note for the taxation year ending after the redemption or purchase for cancellation.

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Disposition of the Enbridge Notes

On a disposition or deemed disposition of an Enbridge Note by a Resident Holder (including a redemption by Enbridge and a payment on maturity), the Resident Holder will generally be required to include in computing its income for the taxation year in which the disposition occurs an amount equal to the interest that has accrued or is deemed to accrue on the Enbridge Note to the date of the disposition to the extent that such amount was not otherwise included in computing the Resident Holder’s income for that taxation year or a preceding taxation year.

On such disposition or deemed disposition of an Enbridge Note, the Resident Holder will compute its taxable capital gain or allowable capital loss, if any, for the taxation year as described above under “Taxation of the Note Exchange Transaction”. Allowable capital losses may be carried back or carried forward and applied against net taxable capital gains realized by the Resident Holder as described above under Taxation of the Note Exchange Transaction. Capital gains realized by individuals (other than certain trusts) may give rise to a liability for alternative minimum tax under the Tax Act.

Additional Refundable Tax

A Resident Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation” (as defined in the Tax Act) or, at any time in the relevant taxation year, a “substantive CCPC” (as defined in the Tax Act), may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) for the year, including amounts in respect of taxable capital gains and interest.

Eligibility for Investment

The Enbridge Notes issued on the Note Exchange Transaction will be, if issued on the date hereof, qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), a registered retirement income fund (“RRIF”), a registered education savings plan (“RESP”), a registered disability savings plan (“RDSP”), a tax-free savings account (“TFSA”), a first home savings account (“FHSA” and, together with RRSP, RRIF, RESP, RDSP and TFSA, “Registered Plans”), or a deferred profit sharing plan (other than a trust governed by a deferred profit sharing plan for which the employer is Enbridge or an entity which does not deal at arm’s length with Enbridge), each as defined in the Tax Act, provided shares of Enbridge are listed on a designated stock exchange, which includes the Toronto Stock Exchange and the New York Stock Exchange, on that date.

Notwithstanding that the Enbridge Notes may be a qualified investment for a trust governed by a Registered Plan, a holder of a TFSA, RDSP or a FHSA, an annuitant under an RRSP or RRIF, or the subscriber of an RESP (as applicable) will be subject to a penalty tax if the Enbridge Notes are a “prohibited investment”, as defined in the Tax Act, for such Registered Plan. Generally, the Enbridge Notes will not be a “prohibited investment” for a trust governed by a Registered Plan provided that the holder of the TFSA, RDSP or FHSA, the annuitant under the RRSP or RRIF, or the subscriber of the RESP, as the case may be, deals at arm’s length with Enbridge for purposes of the Tax Act and does not have a “significant interest”, as defined in the Tax Act, in Enbridge.

Resident Holders who will hold Enbridge Notes in a Registered Plan should consult their own tax advisors.

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Holders Not Resident in Canada

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Tax Act applicable to a Holder who, at all relevant times for purposes of the Tax Act and any applicable tax treaty: (a) is not, and is not deemed to be, resident in Canada; (b) does not use or hold, and is not deemed to use or hold, the EPI Notes, and will not use or hold, and will not be deemed to use or hold, the Enbridge Notes, in a business carried on, or deemed to be carried on, in Canada; (c) deals at arm’s length with any transferee who is resident, or deemed to be resident, in Canada and to whom the Holder assigns or otherwise transfers the EPI Notes or the Enbridge Notes; (d) is not a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of Enbridge or a person that does not deal at arm’s length with a specified shareholder of Enbridge; and (e) is not an entity in respect of which Enbridge is a “specified entity” as defined in subsection 18.4(1) of the Tax Act and is not a “specified entity” in respect of any transferee resident (or deemed to be resident) in Canada to whom the Holder disposes of the EPI Notes or the Enbridge Notes (a “Non-Resident Holder”). Special rules, which are not discussed below, may apply to a Non-Resident Holder that is an insurer which carries on an insurance business in Canada and elsewhere. This summary assumes that no amount paid or payable to a Non-Resident Holder will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning of paragraph 18.4(3)(b) of the Tax Act. On January 29, 2026, the Department of Finance (Canada) released proposals to the Tax Act (the “January 29 Tax Proposals”) that would amend certain “hybrid mismatch” provisions of the Tax Act and introduce other consequential amendments. This portion of the summary does not take into account the January 29 Tax Proposals.

Taxation of the Note Exchange Transaction

As the treatment under the Tax Act of the receipt of the Amendment Review Fee is uncertain, withholding tax at a rate of 25% should be withheld from the Amendment Review Fee to be paid or credited to a Non-Resident Holder in compliance or intended compliance with the Tax Act. Non-Resident Holders should consult their own tax advisors with respect to the Amendment Review Fee taking into account their own particular circumstances.

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of the EPI Notes pursuant to the Note Exchange Transaction.

Taxation of Interest on the Enbridge Notes and Disposition of the Enbridge Notes

Under the Tax Act, the payment of interest, principal or premium, if any, to a Non-Resident Holder of an Enbridge Note by Enbridge will be exempt from Canadian non-resident withholding tax. No other taxes on income or capital gains will be payable under the Tax Act in respect of the holding, redemption or disposition of an Enbridge Note or the receipt of interest, principal or premium thereon by a Non-Resident Holder solely as a consequence of such holding, redemption or disposition of an Enbridge Note.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax consequences of the Note Exchange Transaction and the ownership of the Enbridge Notes acquired pursuant to the Note Exchange Transaction. It applies to you only if you are a U.S. Holder (as defined below), you acquire your Enbridge Notes in the Note Exchange Transaction and you hold your EPI Notes and Enbridge Notes as capital assets for U.S. federal income tax purposes. This summary does not apply to you if you are a member of a class of holders subject to special rules, such as a dealer in securities or currencies, a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, a bank, a life insurance company, a tax-exempt organization, a person that owns EPI Notes or Enbridge Notes that are a hedge or that are hedged against interest rate or currency risks, a person that owns EPI Notes or Enbridge Notes as part of a straddle or conversion transaction for U.S. federal income tax purposes, a person that purchases or sells EPI Notes or Enbridge Notes as part of a wash sale for U.S. federal income tax purposes, or a U.S. Holder (as defined below) whose functional currency for U.S. federal income tax purposes is not the U.S. dollar.

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This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. This section addresses only U.S. federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax.

Please consult your own tax advisors concerning the consequences of the Note Exchange Transaction and the ownership of the Enbridge Notes in your particular circumstances under the Code and the laws of any other taxing jurisdiction.

As used herein, a “U.S. Holder” means a beneficial owner of EPI Notes or Enbridge Notes, as applicable, that is, for U.S. federal income tax purposes: (a) a citizen or resident of the United States, (b) a domestic corporation, (c) an estate whose income is subject to U.S. federal income tax regardless of its source or (d) a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

The U.S. federal income tax treatment of a partner in a partnership receiving Enbridge Notes in the Note Exchange Transaction or holding the Enbridge Notes will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding EPI Notes or Enbridge Notes should consult its own tax advisors with regard to the U.S. federal income tax treatment of the Note Exchange Transaction and ownership of the Enbridge Notes.

Taxation of the Note Exchange Transaction

A U.S. Holder who exchanges an EPI Note for an Enbridge Note should generally recognize gain or loss in an amount equal to the difference between (a) the sum of (i) the issue price (determined in the manner described below), measured in U.S. dollars, of the Enbridge Note, reduced by the U.S. dollar value on the Effective Date of any accrued but unpaid interest (the “Stub Period Accrued Interest”) on the applicable EPI Note and (ii) the Amendment Review Fee (without reduction for any amounts of Canadian tax withheld), and (b) the U.S. Holder’s adjusted tax basis in the EPI Note that was exchanged therefor. A U.S. Holder’s adjusted tax basis in its EPI Notes will generally be the U.S. dollar cost of such notes, increased by any market discount previously included in income with respect to the EPI Notes and decreased (but not below zero) by the bond premium amortized by the U.S. Holder with respect to the EPI Notes, if any.

A U.S. Holder who acquired its EPI Note with more than a de minimis amount of market discount should generally treat any gain recognized as ordinary income to the extent of any accrued market discount on the EPI Note that such U.S. Holder has not previously included in income. In addition, a U.S. Holder must treat any portion of the gain or loss recognized on the exchange of the EPI Note as ordinary income or loss to the extent attributable to changes in the U.S. dollar-Canadian dollar exchange rate. However, a U.S. Holder takes such exchange gain or loss into account only to the extent of the total gain or loss realized. Otherwise, gain or loss on exchange of an EPI Note pursuant to the Note Exchange Transaction will generally be capital gain or loss. Capital gain is generally taxable at preferential rates to non-corporate U.S. Holders whose holding period in an EPI Note exchanged for an Enbridge Note is greater than one year. The deductibility of capital losses is subject to limitations.

If you are a U.S. Holder that uses the cash receipts and disbursements method of accounting for U.S. federal income tax purposes who exchanges an EPI Note for an Enbridge Note, you will generally be taxed on the U.S. dollar value, as of the Effective Date, of any Stub Period Accrued Interest on the EPI Note as ordinary income. If you are a U.S. Holder that uses an accrual method of accounting for U.S. federal income tax purposes, you will recognize exchange gain or loss, which will be ordinary gain or loss, based on the difference between the Canadian dollar-U.S. dollar exchange rate you used to accrue any Stub Period Accrued Interest on the EPI Note and the Canadian dollar-U.S. dollar exchange rate on the Effective Date.

Subject to certain limitations, any Canadian tax withheld from the Amendment Review Fee and paid over to Canada will be creditable or deductible against your U.S. federal income tax liability. To the extent a reduction or refund of the tax withheld is available to you under Canadian law or under the U.S./Canada tax treaty (the “Treaty”), the amount of tax withheld that could have been reduced or that is refundable will not be eligible for credit against your U.S. federal income tax liability.

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Gain and loss (including foreign currency gain and loss but not including interest income) recognized in respect of the exchange of an EPI Note for an Enbridge Note would generally be income or loss from sources within the United States for foreign tax credit limitation purposes. However, if you are eligible for the benefits of the Treaty and payments of the Amendment Review Fee to you are subject to Canadian withholding tax, although not entirely clear, you may be able to elect to treat a portion of any gain (including foreign currency gain) recognized in respect of the exchange not exceeding such Amendment Review Fee as foreign source income. If you make such election, however, you would generally only be able to claim credits for such taxes to the extent of your U.S. federal income liability in respect of such gain.

You should consult your tax advisor regarding the application of the U.S. foreign tax credit rules to any Canadian taxes that you are subject to in respect of an exchange.

Determination of Issue Price

Under Treasury Regulation §1.1273-2(f), a debt instrument is treated as “publicly traded” (i.e., traded on an established market) if, during the 31-day period ending 15 days after the issue date, there is (i) a sales price for the debt instrument, (ii) one or more firm quotes from brokers, dealers, or pricing services, or (iii) one or more indicative quotes. A debt instrument will not be treated as publicly traded if the outstanding stated principal amount of the issue does not exceed US$100 million at the time the determination is made.

In general, the Enbridge Notes will be treated as having an issue price equal to their fair market value at the Effective Date if the Enbridge Notes are considered to be “publicly traded” for U.S. federal income tax purposes. Although no assurance can be given in this regard, Enbridge expects that the Enbridge Notes, other than the Enbridge 2027 Notes, Enbridge 2029-02-12 Notes, and the Enbridge 2029-06 Notes, will be considered “publicly traded” for these purposes. For such Enbridge Notes, Enbridge will provide you with information regarding its determination of the issue price of the Enbridge Notes in a commercially reasonable fashion, including by electronic publication, within 90 days of the Effective Date. Enbridge’s determination of the issue price is binding upon you unless you explicitly disclose to the IRS, on your timely filed U.S. federal income tax return for the taxable year of the Note Exchange Transaction, that your determination is different from Enbridge’s determination, the reasons for your different determination, and how you determined the issue price.

Because the outstanding principal amount of the Enbridge 2027 Notes, Enbridge 2029-02-12 Notes, and the Enbridge 2029-06 Notes (immediately after the exchange) will be less than US$100 million, such Enbridge Notes will not be treated as “publicly traded” for U.S. federal income tax purposes. As a result, the issue price of each such Enbridge Note will equal its stated principal amount plus the Stub Period Accrued Interest on such Enbridge Note.

Taxation of the Ownership of the Enbridge Notes

Payments of Interest

Subject to the discussion below under “—Amortizable Bond Premium”, you will be taxed on stated interest on your Enbridge Notes (excluding payments of Stub Period Accrued Interest) as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for U.S. federal income tax purposes. The portion of the first interest payment on the Enbridge Notes attributable to Stub Period Accrued Interest will not be includible in income, except that you would recognize exchange gain or loss, which will be ordinary gain or loss, based on the difference between the U.S. dollar value of the Stub Period Accrued Interest on the Effective Date and the U.S. dollar value of such portion of the interest payment on the date the interest is paid.

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If you are a taxpayer that uses the cash receipts and disbursements method of accounting for U.S. federal income tax purposes, upon receipt of an interest payment in Canadian dollars, you would recognize income equal to the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into U.S. dollars. If you are a taxpayer that uses an accrual method of accounting for U.S. federal income tax purposes, you may determine the amount of income that you recognize upon receipt of an interest payment in Canadian dollars by using one of two methods. Under the first method, you would determine the amount of income accrued based on the average exchange rate in effect during the interest accrual period or, with respect to an accrual period that spans two taxable years, that part of the period within the taxable year. If you elect the second method, you would determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period, or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year. Additionally, under this second method, if you receive a payment of interest within five Business Days of the last day of your accrual period or taxable year, you may instead translate the interest accrued into U.S. dollars at the exchange rate in effect on the day that you actually receive the interest payment. If you elect the second method, it would apply to all debt instruments that you hold at the beginning of the first taxable year to which the election applies and to all debt instruments that you subsequently acquire. You may not revoke this election without the consent of the U.S. Internal Revenue Service (the “IRS”). When you actually receive an interest payment, including a payment attributable to accrued but unpaid interest upon the sale, exchange, redemption or retirement of your Enbridge Notes, for which you accrued an amount of income, you will recognize ordinary income or loss measured by the difference, if any, between the exchange rate that you used to accrue interest income and the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into U.S. dollars.

Interest paid by Enbridge on the Enbridge Notes is generally income from sources outside the United States for purposes of the rules regarding the foreign tax credit allowable to a U.S. Holder and will, depending on your circumstances, generally be “passive” income for purposes of computing the foreign tax credit.

Original Issue Discount

An Enbridge Note will be treated as issued with original issue discount (“OID”) for U.S. federal income tax purposes if the sum of its principal amount and Stub Period Accrued Interest exceeds its issue price by an amount that equals or exceeds 0.25% of the principal amount of the Enbridge Note multiplied by the number of complete years to maturity. You would be required to include such OID in income on a constant yield method over the term of the Enbridge Note and would translate such OID into U.S. dollars using the methodology described under “—Payments of Stated Interest” above in respect of an accrual method taxpayer.

OID on the Enbridge Notes is generally income from sources outside the United States for purposes of the rules regarding the foreign tax credit allowable to a U.S. Holder and will, depending on your circumstances, generally be “passive” income for purposes of computing the foreign tax credit.

Amortizable Bond Premium

If the issue price of an Enbridge Note is greater than the sum of the principal amount of such Enbridge Note and the Stub Period Accrued Interest on such Enbridge Note, you will be considered to have acquired such Enbridge Note with “amortizable bond premium.” You may elect to treat such excess as amortizable bond premium. If you make this election, you would reduce the amount required to be included in your income each year with respect to interest on your Enbridge Note by the amount of amortizable bond premium allocable to that year, based on your Enbridge Note’s yield to maturity. You would compute your amortizable bond premium in units of Canadian dollars and your amortizable bond premium would reduce your interest income in units of Canadian dollars. Gain or loss recognized on the amortizable bond premium that is attributable to changes in exchange rates between the time such amortizable bond premium offsets interest income and the time of acquisition of your Enbridge Note is generally taxable as ordinary income or loss. If you make an election to amortize bond premium, it would apply to all debt instruments, other than debt instruments the interest on which is excludible from gross income, that you hold at the beginning of the first taxable year to which the election applies or that you thereafter acquire, and you may not revoke it without the consent of the IRS.

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Sale, Redemption and Retirement of the Enbridge Notes

A U.S. Holder’s adjusted tax basis in an Enbridge Note acquired in the Note Exchange Transaction should generally equal its issue price on the Effective Date, measured in U.S. dollars, decreased (but not below zero) by any amortizable bond premium applied to reduce interest on such Enbridge Note and any amount of Stub Period Accrued Interest previously received with respect to such Enbridge Note and increased by any OID previously included in income with respect to such Enbridge Note. A U.S. Holder’s holding period for each Enbridge Note should commence as of the day after the Effective Date. You will generally recognize gain or loss on the sale, exchange, redemption or retirement of your Enbridge Note equal to the difference between (a) the amount you realize on the sale, exchange, redemption or retirement, excluding any amounts attributable to accrued but unpaid interest (which will be treated as interest payments, except to the extent that such amounts are a return of Stub Period Accrued Interest), and (b) your adjusted tax basis in your Enbridge Note. A U.S. Holder must treat any portion of the gain or loss recognized on the sale, exchange, redemption or retirement of an Enbridge Note as ordinary income or loss to the extent attributable to changes in the U.S. dollar-Canadian dollar exchange rate. However, a U.S. Holder takes such exchange gain or loss into account only to the extent of the total gain or loss realized. Otherwise, gain or loss on the sale, exchange, redemption or retirement of an Enbridge Note will generally be capital gain or loss. Capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations.

Information with Respect to Foreign Financial Assets

Owners of “specified foreign financial assets” with an aggregate value in excess of US$50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” may include financial accounts maintained by foreign financial institutions, as well as the following, but only if they are held for investment and not held in accounts maintained by financial institutions: (a) stocks and securities issued by non-U.S. persons, (b) financial instruments and contracts that have non-U.S. issuers or counterparties, and (c) interests in foreign entities. Holders are urged to consult their tax advisors regarding the application of this reporting requirement to their ownership of the Enbridge Notes.

Backup Withholding and Information Reporting

If you are a non-corporate U.S. Holder, information reporting requirements, on IRS Form 1099, generally would apply to payments of principal and interest on an Enbridge Note within the United States, and the payment of proceeds to you from the sale of an Enbridge Note effected at a U.S. office of a broker (unless you are an exempt recipient). Information reporting may also apply in respect of any OID that accrues on a note.

Additionally, backup withholding may apply to such payments if you fail to comply with applicable certification requirements or (in the case of interest payments) are notified by the IRS that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

Payment of the proceeds from the sale of an Enbridge Note effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker could be subject to information reporting in the same manner as a sale within the United States (and in certain cases may be subject to backup withholding as well) if (a) the broker has certain connections to the United States, (b) the proceeds or confirmation are sent to the United States or (c) the sale has certain other specified connections with the United States.

You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed your income tax liability by filing a refund claim with the IRS.

OTHER BUSINESS

EPI is not aware of any matters related to the Consent Solicitation or intended to come before the Meeting, if held, other than those items of business set forth in the attached Notice of Meeting accompanying this Circular. If any other matters properly come before the Meeting, it is the intention of the person(s) named in the Consent and Proxy Form to vote in respect of those matters in accordance with their judgment.

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DOCUMENTS INCORPORATED BY REFERENCE

Information in respect of Enbridge has been incorporated by reference in this Circular from documents filed with the Securities Authorities in Canada. Copies of the documents incorporated herein by reference may be viewed on SEDAR+ at www.sedarplus.com and are also available on request without charge from Enbridge by sending a written request to 200, 425 – 1st Street S.W., Calgary, Alberta, T2P 3L8, Attention: Corporate Secretary, by calling 1-403-231-3900 or by sending an email to corporatesecretary@enbridge.com. Additional information regarding Enbridge may also be accessed from Enbridge’s filings with the SEC at www.sec.gov.

The following documents of Enbridge, which have been filed with the securities commission or similar regulatory authority in each of the provinces of Canada, are specifically incorporated by reference in, and form an integral part of, this Circular, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Circular or in any other subsequently filed document that is also incorporated by reference in this Circular:

(a)

the Enbridge Annual Report;

(b)

the Enbridge Quarterly Report;

(c)

management information circular of Enbridge dated March 3, 2026 relating to the annual meeting of the shareholders of Enbridge held on May 6, 2026;

(d)

consolidating summary financial information for Enbridge as at and for the years ended December 31, 2025 and 2024, filed on February 13, 2026; and

(e)

consolidating summary financial information for Enbridge as at and for the three months ended March 31, 2026 and 2025, filed on May 8, 2026.

Any documents of the type required by National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in this Circular, including any material change reports (excluding confidential reports), comparative interim financial statements and comparative annual financial statements (together with the auditors’ reports thereon), management’s discussion and analysis, business acquisition reports and information circulars filed by Enbridge with the securities commissions or similar authorities in the provinces of Canada subsequent to the date of this Circular and prior to the Meeting shall be deemed to be incorporated by reference in this Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Circular.

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RISK FACTORS

Certain risk factors relating to the structure and activities of Enbridge are disclosed under the heading “Risk Factors” in the Enbridge Annual Report which is incorporated by reference in this Circular.

EPI Noteholders should carefully consider the risk factors set forth below regarding the risks of completing the Note Exchange Transaction and consider all other information contained herein and in EPI’s and Enbridge’s other public filings before determining how to vote on the matters before the Meeting.

Risks Relating to the Note Exchange Transaction and the Enbridge Notes

Benefits of Note Exchange Transaction

The Note Exchange Transaction may not result in any or all of the possible benefits described herein, including, without limitation, those possible benefits described under “Information Regarding the Note Exchange Transaction – Considerations Relevant to the Evaluation of the Note Exchange Transaction”. There can be no certainty, nor can EPI or Enbridge provide any assurance, that any or all of these possible benefits will be realized or, if realized, that such benefits will have such results or impact in the nature and/or amounts described herein.

Completion of the Note Exchange Transaction