Tc Energy Corporation · TSX:TRP
Tc Energy — Shareholder Meeting (April 2024)
18 slides from Tc Energy's shareholder meeting presentation, April 2024
Slide 1: 2024 Management Information Circular Shareholder engagement presentation
TC Energy Investor Relations 1 403 920 7911 1 800 361 6522 investor_relations@tcenergy.com Proxy Solicitation Agent Morrow Sodali 1 888 999 2944 assistance@morrowsodali.com 2024 Management Information Circular Shareholder engagement presentation APRIL 2024
Slide 2: Forward-looking information and non-GAAP measures
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT Forward-looking information and non-GAAP measures This presentation and our Management Information Circular dated April 10, 2024 ("Circular") include certain forward-looking information that is subject to important risks and uncertainties (such statemen
Slide 3: 2024 Annual and Special Meeting overview
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT 2024 Annual and Special Meeting overview 8am MDT, Tuesday, June 4, 2024 Virtual meeting https://web.lumiagm.com/423961867 password "tc2024” (case sensitive) Voting item Board recommendation Election of Directors For Appointment of Auditor For The
Slide 4: A highly-integrated North American asset base
T C E N E R G Y –2 0C2 O 3 RIPNOVREAS TT EO PR RDOAFYI L E A highly-integrated North American asset base Team of 7,000+ energy problem solvers working to move, generate and store the energy North America relies on ~$128 billionin critical pipeline and power generation assets Natural Gas network safe
Slide 5: TC Energy strategy
TC Energy strategy 2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT 2024 strategic priorities MAXIMIZING THE VALUE OF OUR ASSETS THROUGH SAFETY AND OPERATIONAL EXCELLENCE Our vision is to be the premier energy Safely, reliably and affordably delivering energy infrastructure company in North Execut
Slide 6: Excellence in governance and oversight
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT Excellence in governance and oversight 13-member Board 92% independent with separate Board Chair/CEO roles Over 90% support for all Directors in 2023 with 11/13 achieving over 99% Board Diversity Policy, including targets 38% women on Board
Slide 7: Strong Board oversight of ESG and climate matters
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT Strong Board oversight of ESG and climate matters Robust Board oversight of ESG Limited assurance of Scope 1 and Scope 2 GHG emissions and throughput data by KPMG NEW: Roadmap to reasonable assurance being published in 2025 Sustainability-linked
Slide 8: Election of nominated directors
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT Election of 13 nominated directors Name 2023 AGM result Other public boards Committee members Cheryl F. Campbell, Director since 2022 99.59% 1 Audit and HSSE Committees Michael R. Culbert, Director since 2020 99.44% 1 Audit and HSSE Committees William D
Slide 9: Appointment of Auditor
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT Appointment of Auditor Auditor independence overview Audit Committee oversight 89% support for KPMG in 2023 All AC members are independent and financially literate RFP conducted in 2015 AC Chair has “Audit Committee financial expert” experience
Slide 10: The Arrangement Resolution
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT The Arrangement Resolution The purpose of the Arrangement and related transactions is to separate1 TC Energy into two independent, investment-grade, publicly listed companies: TC Energy: a low-risk, diversified, Comprehensive review of alternatives ov
Slide 11: South Bow Shareholder Rights Plan
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT South Bow Shareholder Rights Plan The South Bow Shareholder Rights Plan is designed to ensure that South Bow Shareholders are treated fairly and provide the South Bow Board with adequate time to identify, develop and negotiate alternative value maximizi
Slide 12: Approach to executive compensation
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT Approach to executive compensation Executive Compensation approach Short term1 Long term (PSU)1 Over 94% support for compensation 50% Achieving safety and 50% Relative TSR vs. peer group(s) approach over last three years operational excellence 25% Dis
Slide 13: Shareholder proposal
2 0 24 M I C S H A RE HOL DE R E N GA GE ME NT Shareholder proposal The proposal submitted by the Salal Foundation requests that, “the Board commission an independent assessment of the financial, time, reputation and goodwill damage TC Energy has incurred from failing to obtain Free, Prior and Infor
Slide 14: Appendix
TC ENERGY Appendix
Slide 15: Appendix A – Non-GAAP reconciliations – Comparable EBITDA
Appendix A – Non-GAAP reconciliations – Comparable EBITDA(1) (Millions of dollars) Three months ended March 31 2024 2023 Total segmented earnings (losses) 2,266 2,170 Interest expense (837) (762) Allowance for funds used during construction 157 131 Foreign exchange gains (losses), net 27 107 Interes
Slide 16: Appendix B – Non-GAAP reconciliations – Net Income to comparable earnings
Appendix B – Non-GAAP reconciliations – Net Income (loss) to comparable earnings(1) (Millions of dollars, except per share amounts) Three months ended March 31 2024 2 0 23 Net income (loss) attributable to common shares 1,203 1,313 Specific items (net of tax): Foreign exchange (gains) losses, net –
Slide 17: Appendix C – Non-GAAP reconciliations – Adjusted Debt/Adjusted Comparable EBITDA
Appendix C – Non-GAAP reconciliations – Adjusted Debt/Adjusted Comparable EBITDA (Debt-to-EBITDA) Adjusted debt and adjusted comparable EBITDA are non-GAAP measures used to compute the debt-to-EBITDA multiple. Each of adjusted debt and adjusted comparable EBITDA measures does not have any standardiz
Slide 18: Appendix C – Adjusted Debt/Adjusted Comparable EBITDA continued
Appendix C – Non-GAAP reconciliations – Adjusted Debt/Adjusted Comparable EBITDA(1) (Debt-to-EBITDA) continued (Millions of dollars) Year ended December 31 2023 2022 Reported total debt 63,201 58,300 Management adjustments: Debt treatment of preferred shares(2) 1,250 1,250 Equity treatment of junior