TC Energy : Management Information Circular – 2026

About this update from Tc Energy Corporation

Notice of annual meeting of shareholders to be held May 7, 2026 About TC Energy We are a leader in North American energy infrastructure For almost 75 years, we have been building and operating the backbone of North America's energy system. Since our founding, we have built a solid foundation of exemplary assets, a talented workforce and valued stakeholder relationships, all guided by our commitment to safety and operational excellence. Every day, our dedicated team proudly connects the world to the energy it needs, moving over 30 per cent of the cleaner-burning natural gas used across the continent. Complemented by strategic ownership and low-risk investments in power generation, our infrastructure fuels industries and generates affordable, reliable and sustainable power across North America, while enabling liquefied natural gas (LNG) exports to global markets. Our business is based on the connections we make. We partner with communities, businesses and leaders across our extensive energy network to unlock opportunity today and for generations to come. Guided by our values-safety in every step, personal accountability, one team and active learning-we deliver energy that powers lives and livelihoods, while positioning North America as a global energy leader. TC Energy's common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit us at TCEnergy.com. Letter to Shareholders 1 Notice of 2026 Annual Meeting 2 Management Information Circular 3 Summary 4 About the Shareholder Meeting 7 Delivery of Meeting Materials 7 Attending and Participating in the Meeting 8 Voting 10 Business of the Meeting 13 Governance 34 About our Governance Practices 34 Board Characteristics 34 Governance Philosophy 38 Role and Responsibilities of the Board 41 Orientation and Education 52 Board Effectiveness and Director Assessment 54 Sustainability and Environmental, Social and Governance Matters 62 Board Committees 66 Compensation 71 Compensation Governance 71 Director Compensation Discussion and Analysis 78 Director Compensation - 2025 Details 81 Human Resources Committee Letter to Shareholders 86 Executive Compensation Discussion and Analysis 88 Executive Compensation - 2025 Details 113 Other Information 126 Schedules 127 We encourage you to sign up for electronic delivery of all future proxy materials. Registered shareholders Go to https://www.investorcentre.com/tcenergy . Landing page should open to "Canada (English)" or "Canada (French)" in the top right corner. If not, please select one or the other. Under "Welcome, Investor", select "Sign up". Complete "Register your details" section and click on "Confirm Details". Locate your holdings and link them to your account to gain digital access. Non-registered shareholders Go to https://www.investordelivery.com using the control number found on your voting instruction form, click on "Enrollment or Reactivation", and follow the instructions. If you vote online, go to https://www.proxyvote.com , click on "Delivery Settings", and follow the instructions. Letter to Shareholders March 5, 2026 Dear Shareholder: On behalf of the Board of Directors of TC Energy Corporation, we are pleased to invite you to our annual meeting of common shareholders on May 7, 2026 at 10 a.m. Mountain Daylight Time (MDT). The meeting will be held virtually, using a live audio webcast available at https://meetings.lumiconnect.com/400-652-715-564 , password "tc2026" (case sensitive). In 2025, we demonstrated the strength of our strategy and our differentiated position in the fastest-growing segments of the energy market: natural gas and power generation. As we turn to 2026, we intend to build on our momentum leveraging our natural gas and power portfolio to meet forecasted growing demand, strengthen our position as a global energy leader and deliver sustainable value for our shareholders. Attending the meeting is your opportunity to hear from me and our Chief Executive Officer, François L. Poirier, to learn more about our performance in 2025, our strategy for the future and vote on the items of business. If you are unable to attend the meeting, you can still vote by proxy prior to the meeting and following the meeting. A recording of the meeting will be available on our website at https://www.tcenergy.com . The virtual-only meeting format provides all shareholders an equal opportunity to participate at the meeting regardless of their geographic location or any particular constraints or circumstances they may face relating to attendance at an in-person event. It also is a more cost-efficient and environmentally friendly way to engage with shareholders. At this virtual meeting, shareholders who attend online will have the opportunity to participate, ask questions and vote in real-time, provided they comply with the applicable procedures set out in this management information circular. The attached management information circular includes important information about the meeting and how to vote. Please read the document and remember to vote. You can find more information about TC Energy in our 2025 Annual Report and on our website. Thank you for your continued trust and partnership in TC Energy. Mr. Poirier and I look forward to your participation in the meeting on May 7. Sincerely, John E. Lowe Chair of the Board of Directors Notice of 2026 Annual Meeting Five items of business Receive our audited consolidated financial statements for the year ended December 31, 2025, and the auditor's report. Elect the directors. Appoint the auditor and authorize the directors to fix their remuneration. Participate in the advisory vote on our approach to executive compensation (say on pay). Consider other business that is properly brought before the meeting or any meeting that is reconvened if the meeting is adjourned. You are invited to our 2026 annual meeting of common shareholders: WHEN Thursday, May 7, 2026 10 a.m. Mountain Daylight Time (MDT) WHERE Virtual-only meeting via live audio webcast online at https://meetings.lumiconnect.com/400-652-715-564 password "tc2026" (case sensitive) YOUR VOTE IS IMPORTANT If you are a holder of record of TC Energy Corporation (TC Energy) common shares on March 20, 2026, you are entitled to receive notice of, attend and vote at this meeting. Please read the attached Management Information Circular. It contains important information about the meeting and explains who can vote and how to vote. By order of the Board of Directors, Jane M. Brindle Vice-President, Law and Corporate Secretary TC Energy Corporation Calgary, Alberta March 5, 2026 Management Information Circular In this document, you , your and shareholder mean a holder of common shares of TC Energy Corporation, we , us , our, the company and TC Energy mean TC Energy Corporation, and TC Energy shares and shares mean common shares of TC Energy Corporation, unless stated otherwise. Our principal corporate and executive offices are located at 450 - 1 Street S.W., Calgary, AB Canada T2P 5H1 We are sending you this management information circular (Circular) because you were a holder of record of common shares of TC Energy on March 20, 2026. You have the right to participate in our 2026 annual meeting of shareholders (the meeting) and to vote your shares online at the meeting or by proxy. The meeting can be accessed at https://meetings.lumiconnect.com/400-652-715-564 , password "tc2026" (case sensitive). Following the meeting, a webcast in English, including the live question and answer session, will be available for viewing on our website ( https://www.tcenergy.com ). Management is soliciting your proxy for the meeting, and we pay all costs for doing so. TC Energy may utilize the Broadridge QuickVote TM system to assist non-registered (beneficial) shareholders with voting their TC Energy common shares. Broadridge then tabulates the results of all the instructions received and provides the appropriate instructions respecting the shares to be represented at the meeting. We will start mailing the proxy materials on March 31, 2026, and will also provide the materials to brokers, custodians, nominees and other fiduciaries to forward them to shareholders. A TC Energy employee may also contact you by phone or email to encourage you to vote. The Board of Directors of TC Energy (Board) has approved the contents of this Circular and has authorized us to send it to you. We have also sent a copy to each member of our Board and to our auditors, and will file copies with the appropriate government regulatory agencies. If you have questions about any of the information contained within the attached Circular please contact our Investor Relations team by telephone at 403-920-7911 or 1-800-361-6522 or by email at [email protected] . If you have questions about deciding how to vote, you should contact your own legal, tax, financial or other professional advisor. Unless stated otherwise, information in this document is as of March 5, 2026, and all dollar amounts are in Canadian dollars. About shareholder mailings In March 2025, we asked all registered shareholders to advise us if they did not want to receive our Annual Reports when they became available. If you are a registered shareholder who replied that you no longer want to receive the report, or a beneficial shareholder who did not request a copy, you will not receive one. If you purchased TC Energy shares after March 20, 2026, you also may not receive a copy of our 2025 Annual Report. We are using notice and access to deliver this Circular and 2025 Annual Report. Our 2025 Annual Report is available on our website ( https://www.tcenergy.com ) and on SEDAR+ ( https://www.sedarplus.ca ), or you can request a free copy from our transfer agent: Computershare Investor Services, Inc. Tel: 1-800-340-5024 (toll-free within North America) 1-514-982-7959 (outside North America) Online: Go to https://www.investorcentre.com/tcenergy Note: Top right corner of the web page must be set to "Canada (English)" or "Canada (French)", click on "Contact Us" in the bottom banner, click on "Contact information for a specific company", and type ticker symbol "TRP" to view communication options. Summary The following pages are key points of information you will find in this Circular. You should read the entire Circular before voting. VOTING You will be asked to vote on three items at the meeting: Item Board recommendation More information (pages) Elect 13 directors For 13, 19-32 Appoint KPMG LLP, Chartered Professional Accountants as auditor For 14-18 Advisory vote on executive compensation (say on pay) For 18, 71-77, 86-125 NOMINATED DIRECTORS % Votes in favour Name Occupation Age Independent ASM at 2025 2025 2025 Meeting attendance Number of other Committees Board All meetings meetings 1 boards public Scott Bonham Atherton, CA Director since 2024 Cheryl F. Campbell Monument, CO Director since 2022 Michael R. Culbert Calgary, AB Director since 2020 William D. Johnson Knoxville, TN Director since 2021 Susan C. Jones Calgary, AB Director since 2020 John E. Lowe Houston, TX Director since 2015 Corporate Director 64 Yes 99.84 Audit Human Resources Corporate Director 66 Yes 99.28 Audit HSSE Corporate Director 68 Yes 99.31 Audit HSSE Corporate Director 72 Yes 98.10 Audit Governance Human Resources (Chair) 2 Corporate Director 56 Yes 99.30 Audit Human Resources Corporate Director 67 Yes 97.81 Board Chair Governance Human Resources 100% 100% 1 100% 100% 1 100% 100% 1 100% 100% 2 100% 92% 1 100% 100% 0 Dawn Madahbee Leach Little Current, ON Director since 2024 General Manager, Waubetek Business Corporation 69 Yes 99.85 Audit HSSE 100% 100% 0 François L. Poirier Calgary, AB Director since 2021 President and CEO, TC Energy 59 No 99.35 - 100% 100% 1 Una Power Vancouver, BC Director since 2019 Mary Pat Salomone Naples, FL Director since 2013 Siim A. Vanaselja Toronto, ON Director since 2014 Corporate Director 61 Yes 98.35 Audit (Chair) HSSE Corporate Director 65 Yes 98.70 Governance HSSE (Chair) Corporate Director 69 Yes 98.07 Governance Human Resources 100% 100% 2 100% 100% 1 100% 100% 3 Thierry Vandal Mamaroneck, NY Director since 2017 Dheeraj "D" Verma Houston, TX Director since 2022 President, Axium Infrastructure US, Inc. Senior Advisor, Quantum Energy Partners 65 Yes 98.64 Governance (Chair) HSSE 48 Yes 98.98 Governance Human Resources 100% 100% 1 100% 100% 0 1 This reflects aggregate attendance at all Board meetings and each director's respective Board Committee meetings. 2 Mr. Johnson was a member of the Audit Committee until May 8, 2025 when he became a member of the Governance Committee. GOVERNANCE We believe that strong corporate governance improves corporate performance and benefits all stakeholders. Based on the current directorship, our governance highlights are noted below. Size of Board 13 Independent Directors 92% Gender diversity on Board 38% Board Diversity Policy Yes - target of 30% women and at least one racially or ethnically diverse director Number of board interlocks 0 External board service limits for independent directors 4 public company boards in total. Board chair positions count as two board seats. Average director age 64 All committees independent Yes Annual director elections Yes Individual director elections Yes Majority Voting Policy Yes Independent executive compensation consultant Yes Clawback policies Yes - a policy triggered by financial restatements and a policy triggered by misconduct Double-trigger vesting on change of control Yes Separate chair and CEO Yes Director retirement age/term limit The earlier of a director turning 75 or attaining 15 years of service. Notwithstanding age limits, a director is eligible to serve a term of 8 years. Director share ownership requirements 4x retainer CEO share ownership post-retirement hold period 1 year In-camera sessions at every Board and Committee meeting Yes Code of business ethics Yes Board, committee and director evaluations annually Yes Board orientation and education program Yes Artificial intelligence governance framework Yes Cybersecurity programs, training and strategy Yes COMPENSATION TC Energy's compensation programs are designed to 'pay for performance' by rewarding employees, including our executives, for delivering results that meet or exceed our corporate objectives and support our overall strategy. In order to attract, engage and retain high-performing employees, we review our programs each year to ensure we offer compensation that is market competitive. Our target compensation levels are determined with reference to median levels in our peer group. Actual performance that exceeds expectations can result in compensation above market median levels. Our compensation programs are intended to align the executives' interests with those of our various stakeholders. The Human Resources Committee and the Board place a significant emphasis on variable compensation, particularly long-term incentives, when determining the total direct compensation for our executives. A summary of our best practices include: Annual board, committee and director evaluations Yes Benchmarking director and executive compensation against size appropriate peer groups to assess competitiveness and fairness Yes Maximums on variable compensation payments Yes Incentive Compensation Reimbursement and Holdback Policy (Clawback Policy), Recoupment and Holdback Policy for Detrimental Misconduct and Anti-Hedging Policy Yes Executive share ownership requirements 6x (CEO) 3x (Executive Vice-Presidents) 2x (Presidents and Senior Vice-Presidents) 1x (Vice-Presidents) CEO realizable pay disclosure Yes - see page 90 Executive compensation tied to environmental, social and governance (ESG) targets Yes Annual say on pay vote Yes - averaging 96 per cent approval for the last three years. SUSTAINABILITY AND ESG TC Energy remains committed to supporting global efforts to address climate change and managing the risks and opportunities associated with the transition to a lower-carbon economy. You can find more information about our sustainability and ESG initiatives starting on page 62. Board and Committee oversight of ESG initiatives, including matters related to Indigenous relations, climate change, human capital management, diversity, stakeholder relations, and health, safety & environment Yes Greenhouse gas (GHG) emissions targets Yes - a methane intensity reduction goal 1 and a commitment to position to achieve zero emissions from our operations, on a net basis 2 Use of climate-related scenario analysis Yes Reconciliation Action Plan Yes Indigenous Advisory Council Yes 1 This target addresses Scope 1 methane emissions associated with our natural gas transmission and gas storage assets, expressed in tonnes of CH 4 per Bcf. For planning purposes, target progress is measured under the operational control reporting boundary, relative to a 2019 baseline year. 2 This target addresses Scope 1 and Scope 2 GHG emissions quantified under our operational boundary. About the Shareholder Meeting WHERE TO FIND IT About the Shareholder Meeting 7 Delivery of Meeting Materials 7 Attending and Participating in the Meeting ................................................ 8 Voting 10 Who Can Vote 10 How to Vote 10 Changing Your Vote 12 How the Votes are Counted 12 Business of the Meeting 13 Director Profiles 20 As a shareholder of record, you are entitled to vote your TC Energy shares at the annual meeting. The meeting will cover five items of business, three of which require your vote, which are discussed in more detail starting on page 13. TC Energy will be holding the meeting via a virtual-only format, using a live audio webcast available online at https://meetings.lumiconnect.com/400-652-715-564 , password "tc2026" (case sensitive). The next section discusses delivery of the meeting materials, attending and participating in the meeting, the voting process and submitting questions during the meeting. Delivery of Meeting Materials We are using notice and access to deliver this Circular and 2025 Annual Report to both our registered and beneficial shareholders. This means that TC Energy will post this Circular and 2025 Annual Report online for our shareholders to access electronically. You will receive a package in the mail with a notice (Notice) explaining how to access and review this Circular and/or 2025 Annual Report electronically and how to request a paper copy of either at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your shares. Notice and access is an environmentally friendly and cost effective way to distribute this Circular and the 2025 Annual Report because it reduces printing, paper and postage. The following beneficial shareholders will receive a paper copy of this Circular: those who have already provided instructions that they prefer to receive a paper copy, employees of our U.S. affiliate who own TC Energy shares through our U.S. affiliate's 401(k) retirement plans, and those whose brokers receive materials through Computershare Investor Services, Inc. (Computershare). This Circular is available on SEDAR+ ( https://www.sedarplus.ca ) and on our website ( https://www.tcenergy.com/notice-and-access ). How to request a paper copy of this Circular Starting March 31, 2026, shareholders can request a paper copy of this Circular and/or 2025 Annual Report for up to one year. This Circular and/or 2025 Annual Report will be sent to you at no charge. If you would like to receive a paper copy of this Circular and/or 2025 Annual Report, please follow the instructions provided in the Notice. Requests by shareholders must be made by 3 p.m. MDT, Tuesday, April 21, 2026 in order for you to receive a paper copy of this Circular and/or 2025 Annual Report before the annual meeting on May 7, 2026. If you request a paper copy of this Circular and/or 2025 Annual Report you will not receive a new form of proxy (for registered shareholders) or voting instruction form (for beneficial shareholders), so you should keep the original form sent to you in order to vote. If you have questions about notice and access, you can call our Investor Relations line at 403-920-7911 or 1-800-361-6522. Attending and Participating in the Meeting TC Energy is holding its 2026 annual meeting via a virtual-only format using a live audio webcast available online at https:// meetings.lumiconnect.com/400-652-715-564, password "tc2026" (case sensitive). A physical or in-person meeting will not be held. If you participate in the virtual meeting, it is important that you are connected to the internet at all times during the meeting. It is your responsibility to ensure connectivity for the duration of the virtual meeting. You should allow ample time to log into the virtual meeting and complete the below procedure. All meeting participants must use the latest versions of Chrome, Safari, Edge, or Firefox. TC Energy recommends that you log in at least 30-60 minutes before the meeting starts as this will allow you to check compatibility and complete the related procedures required to log in to the meeting. Additional information on how to access the virtual meeting is also available on our website ( https://www.tcenergy.com ). WHO CAN ATTEND THE MEETING Registered shareholders and duly appointed proxyholders will be able to attend and ask questions at the meeting. Registered shareholders and duly appointed proxyholders can also vote in real-time at the meeting by completing a ballot online during the meeting, provided that they complete the instructions outlined in this Circular. If you are a registered shareholder and you wish to attend the meeting, you may still find it more convenient to complete a form of proxy and register your vote in advance of the meeting. If you vote by proxy in advance of the meeting, you are still entitled to attend and ask questions at the meeting, as well as to vote at the meeting if you decide you want to change your vote. Beneficial shareholders who appoint themselves as proxyholders can also attend the meeting, ask questions and vote. Beneficial shareholders can also appoint someone else to attend the meeting and vote on their behalf by following the directions on pages 11 and 12 of this Circular. Beneficial shareholders who have not appointed themselves as proxyholder will be able to listen to the meeting as a guest but will not be able to ask questions or vote. Attending the meeting as a registered shareholder If you hold your shares directly and have a share certificate or DRS Advice in your name, you may attend the meeting by following the instructions below: Log in online at https:// meetings.lumiconnect.com/400-652-715-564 using a web browser on a smartphone, tablet or computer. Click "I have a login" and then enter your control number located on the form of proxy or in the email notification you received from Computershare, and password "tc2026" (case sensitive). Attending the meeting as a beneficial shareholder If you hold your shares beneficially through a broker, nominee or intermediary, you may attend the meeting by following the instructions below: Appoint yourself as a duly appointed proxyholder, by following the instructions on page 11 of this Circular. Visit https://www.computershare.com/TCEnergyAGM to register to attend the meeting. To register, enter your account number located on your voting instruction form, your name and email address. After the proxy deadline, Computershare will send you via email a username that will be required to log into the meeting. Log in online at https:// meetings.lumiconnect.com/400-652-715-564 using a web browser on a smartphone, tablet or computer. Click "I have a login" and then enter the four letter username provided to you by Computershare, and password "tc2026" (case sensitive). You may also appoint someone else to attend and vote at the meeting on your behalf by following steps 1 and 2 above (appointing such person as your proxyholder), and such person should follow steps 3 and 4 above in order to attend the meeting. Attending the meeting as a guest If you are not a registered shareholder, a duly appointed proxyholder, or a beneficial shareholder who has appointed themselves as a proxyholder, you can still attend the meeting and listen by following the instructions below: Log in online at https:// meetings.lumiconnect.com/400-652-715-564 using a web browser on a smartphone, tablet or computer. Select "Guest" and complete the information requested in the form. Technical difficulties: If you experience technical difficulties logging into the meeting or during the meeting, please contact 403-920-2050. Submitting questions at the meeting We will hold a live question and answer session to answer the questions submitted during the meeting. The following attendees will be able to submit questions: registered shareholders, beneficial shareholders who have appointed themselves proxyholder as outlined on pages 11 and 12 of this Circular, and other duly appointed proxyholders. Guests will not be able to submit questions during the meeting. To ask a question, type your question into the chat function. Additional instructions on how to ask questions will be provided at least one week before the meeting on our website ( https://www.tcenergy.com ) and explained during the meeting. We encourage you to submit your questions in advance of the meeting to Investor Relations by emailing [email protected] . Following the meeting, a webcast in English of the meeting, including the question and answer session, will be available for viewing on our website ( https://www.tcenergy.com ). We are committed to transparent communication at the meeting. Questions asked related to the business of the meeting will not be curated and will be presented as submitted, unedited and uncensored. Questions will be answered in the order received for each item of business. We will respond in writing as soon as practicable after the meeting to any questions that were not answered during the meeting. Voting WHO CAN VOTE Shareholders of record on March 20, 2026 are entitled to receive Notice of our 2026 annual meeting of common shareholders and vote their shares. Our Board set this date to comply with legal requirements and allow enough time for shareholders to receive and review the materials, make their voting decisions and send in their voting instructions before the deadline. As of March 5, 2026, we had 1,041,736,317 common shares outstanding. Each common share carries the right to one vote on any item of business that properly comes before the meeting and any meeting that is reconvened if the meeting is adjourned. Subject to our Majority Voting Policy for director elections (see Governance -Governance Philosophy - Majority Voting ), a simple majority of votes (50 per cent plus one vote) is required for each item to be approved by shareholders. As of March 5, 2026, TC Energy had eight series of preferred shares outstanding. The holders of these shares do not have voting rights at the meeting. Registered shareholders You are a registered shareholder if you have a share certificate or DRS Advice in your name. We will prepare a list of the registered shareholders as of March 20, 2026, showing the names of all shareholders who are entitled to vote at the meeting and the number of shares each owns. Our transfer agent, Computershare, will have a copy of the list at their Calgary office if you want to check it during regular business hours. If you would like to view this list, please call 403-267-6800 to set up an appointment. Computershare is located at Suite 800, 324 8th Avenue S.W., Calgary, Alberta T2P 2Z2. Beneficial shareholders You are a beneficial shareholder (i.e. a non-registered shareholder) if your securities broker, financial institution, clearing agency, trustee or custodian (your nominee) holds your shares for you in a nominee account. Principal shareholders Our directors and executives are not aware of any person or corporation that beneficially owns, directly or indirectly, or exercises control or direction over, more than ten per cent of our outstanding shares. HOW TO VOTE You have two ways to vote: by proxy, or by virtually attending the meeting and voting. Voting by proxy Voting by proxy means you are giving someone else the authority to attend the meeting and vote for you (your proxyholder). Registered shareholders We mail the Notice directly to you, and your package includes a proxy form. You may request a paper copy of this Circular and/or 2025 Annual Report by following the instructions in the Notice that was mailed to you. If you are a registered shareholder, you must return your signed proxy form in order to vote by proxy. The securities represented by your proxy will be voted or withheld from voting in accordance with the instructions provided in your proxy on any ballot that may be called for. If you appoint the TC Energy representatives named in the proxy form and specify your voting instructions, your shares will be voted, or withheld from voting, accordingly. If you do not specify how you want to vote your shares, your shares will be voted for you as follows: for the nominated directors listed on the proxy form and in this Circular, for the appointment of KPMG LLP, Chartered Professional Accountants (KPMG) as TC Energy's auditor, and authorizing the directors to fix their remuneration, and for our approach to executive compensation, as described in this Circular. Take some time to read about the items of business (see pages 13 to 18), then complete the proxy form mailed to you, sign and date it, and mail it in the envelope provided. Computershare must receive the completed form by 10 a.m. MDT on Tuesday, May 5, 2026 (or, if the meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, prior to the commencement of the reconvened meeting) . If your package is missing an envelope, use a blank one and address it to: Computershare Investor Services, Inc. Stock Transfer Services 320 Bay Street, 14 th Floor Toronto, ON, Canada, M5H 4A6 If you want to submit your voting instructions by phone or on the internet, you must do so by 10 a.m. MDT on Tuesday, May 5, 2026 (or, if the meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, prior to the commencement of the reconvened meeting) . See the instructions on your proxy form. If you appoint someone else as your proxyholder, but do not specify how you want them to vote your shares, the person can vote as they see fit. If there are any amendments to the items of business or any other matters that properly come before the meeting (including where the meeting will be reconvened if it was adjourned), your proxyholder has the discretion to vote as they see fit, in each instance, to the extent permitted by law whether the amendment or other matter of business that properly comes before the meeting is routine or contested. Late proxies may be accepted or rejected by the chair of the meeting at their discretion and the chair of the meeting is under no obligation to accept or reject any particular late proxy. The chair of the meeting may waive or extend the proxy cut-off without notice. You can choose anyone to be your proxyholder -the person does not need to be a TC Energy shareholder or the TC Energy representatives named in the proxy form. You must write the person's name on your proxy form, and return the signed proxy form to Computershare to appoint someone as your proxyholder. In addition, you must go to https://www.computershare.com/TCEnergyAGM and provide Computershare with the name and email address of your appointee so that Computershare may provide the appointee with a username via email to log into the meeting. You should tell this person that you have appointed them as your proxyholder and that they need to attend the meeting and vote on your behalf. Your proxyholder must vote your shares according to your instructions. Your shares will not be voted if your proxyholder does not attend the meeting to vote for you. If you have returned your signed proxy form and you do not appoint anyone to be your proxyholder, John E. Lowe, Chair of the Board, François L. Poirier, President and Chief Executive Officer or Jane M. Brindle, Vice-President, Law and Corporate Secretary (TC Energy Proxyholders) will be appointed to act as your proxyholder to vote your shares at the meeting according to your instructions. Participating in the meeting and voting If you want to attend the meeting and vote, do not complete the proxy form. Just log into the virtual meeting using the instructions provided on pages 8 and 9 and vote online at the meeting. Non-registered (beneficial) shareholders Your broker, its agent or its nominee can only vote your TC Energy shares if they have received proper voting instructions from you. If you are a beneficial shareholder, your package includes a voting instruction form. Complete the form and follow the return instructions on the form. The voting instruction form is similar to a proxy form, however it can only instruct the registered shareholder how to vote your shares. You cannot use the form to vote your shares directly. Your broker is required by law to receive voting instructions from you before voting your shares. Every broker has their own mailing procedures and instructions for returning the completed voting instruction form, so be sure to follow the instructions provided on the form which may require you to take action earlier than the deadline for voting by proxy. Most brokers delegate responsibility for obtaining instructions from their clients to Broadridge Investor Communications Corporation (Broadridge). Broadridge, or any other intermediary as applicable, mails the proxy materials and voting instruction form to beneficial shareholders, at our expense. The voting instruction form will name the same TC Energy representatives listed on page 11 to act as TC Energy Proxyholders. You may request a paper copy of the circular and/or 2025 Annual Report by following the instructions in the Notice that was mailed to you. Participating in the meeting and voting You can attend the virtual meeting and vote, or you can appoint someone else to attend the meeting and give them your voting instructions by following the directions on pages 8 and 9 of this circular. In order to submit your voting instructions, print your name, or the name of the person you are appointing, in the blank space provided on the voting instruction form. Complete the rest of the form and then mail it to Broadridge (or to your broker, as instructed on your voting instruction form) as soon as possible. Your package also includes instructions for submitting your voting instructions by phone or on the internet if you prefer either of these methods. Broadridge tabulates the results of all the instructions it receives from beneficial shareholders, and provides appropriate voting instructions to our transfer agent. CHANGING YOUR VOTE Registered shareholders If you change your mind and want to revoke your proxy, you may revoke it by: completing and signing a proxy bearing a later date (see page 10) and delivering such proxy to Computershare by 10 a.m. MDT on Tuesday, May 5, 2026 (or, if the meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, prior to the commencement of the reconvened meeting), sending a signed written statement (or have your attorney sign a statement with your written authorization) to: Corporate Secretary TC Energy Corporation 450 - 1 Street S.W. Calgary, AB Canada T2P 5H1 [email protected] We must receive your written statement prior to 5 p.m. MDT on Wednesday, May 6, 2026 or 5 p.m. MDT on the last business day prior to the day the meeting is reconvened if it is adjourned, or any other manner permitted by law. If you have followed the instructions for attending and voting at the meeting, voting at the meeting will revoke any previous proxy. Non-registered (beneficial) shareholders If you change your mind, contact your broker or nominee. HOW THE VOTES ARE COUNTED As transfer agent, Computershare counts and tabulates the votes on our behalf to ensure the votes are kept confidential. They only show us the ballot or proxy form if: it is required by law, there is a proxy contest, or there are written comments on the proxy form. Business of the Meeting About quorum We must have a quorum for the meeting to proceed. Quorum constitutes two people present at the meeting who are entitled to vote at the meeting and represent at least 25 per cent of the issued and outstanding TC Energy common shares. The two people are entitled to vote in their own right, by proxy or as a duly authorized representative of a shareholder. The meeting will cover five items of business, three of which require your vote: FINANCIAL STATEMENTS We will place before shareholders at the meeting our consolidated financial statements for the year ended December 31, 2025, and the auditor's reports thereon. These documents have been filed with the appropriate government regulatory agencies and are included in our 2025 Annual Report. We deliver the Annual report using notice and access (see page 7). We mail you a paper copy of the Annual Report if you have provided instructions that you prefer to receive a paper copy, or you may request a paper copy as described in the Notice (see page 7). Our 2025 Annual Report is also available in English and French on our website ( https://www.tcenergy.com ), or you can request a copy from our Corporate Secretary or Investor Relations. ELECTION OF DIRECTORS You will be asked to vote on electing 13 directors to the Board. The nominated director profiles starting on page 20 give important information about each nominated director, including their background, experience and memberships on other public company boards they serve on. All of the nominated directors currently serve on our Board, and we have included in their profiles their 2025 attendance, the value of TC Energy shares or Deferred Share Units (DSUs) they currently hold (their at-risk investment) and their election results from the 2025 annual meeting. You can find more information about their at-risk investment on pages 83 and 84. All directors are elected for a one-year term. 1. Scott Bonham 6. John E. Lowe 11. Siim A. Vanaselja 2. Cheryl F. Campbell 7. Dawn Madahbee Leach 12. Thierry Vandal 3. Michael R. Culbert 8. François L. Poirier 13. Dheeraj "D" Verma 4. William D. Johnson 9. Una Power 5. Susan C. Jones 10. Mary Pat Salomone The Board recommends you vote for the nominated directors: RESOLVE to elect the directors listed in TC Energy's Circular dated March 5, 2026 to hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed. AUDITOR You will be asked to vote on appointing the external auditor. The auditor will hold office until the close of our next annual meeting of shareholders. You will also vote on authorizing the directors to fix the auditor's remuneration. The Board recommends you vote for appointing KPMG as auditor of TC Energy and authorizing the directors to fix their remuneration: RESOLVE to appoint KPMG as auditor of TC Energy until the close of our next annual meeting of shareholders, and authorize the directors to fix their remuneration. Through the processes described in the Auditor Independence section we have confirmed KPMG is independent with respect to TC Energy within the meaning of the relevant rules and related interpretations prescribed by all relevant professional bodies in Canada and applicable legal requirements and also that they are independent accountants with respect to TC Energy under all relevant U.S. professional and regulatory standards. Representatives of KPMG will attend the meeting, have an opportunity to make a statement and respond to any questions. Stakeholder engagement In 2022 and 2023, TC Energy conducted a comprehensive stakeholder engagement program on auditor independence and tenure, including outreach to our largest investors and those investors whose voting guidelines highlighted concerns with extended auditor tenure. Following this engagement program, TC Energy has continued to actively engage with stakeholders on the topic of auditor independence and tenure. In 2025, TC Energy's CEO, CFO, other members of management and Investor Relations participated in over 500 meetings with shareholders and bondholders, including over 40 meetings on ESG-specific topics, some focused on how the Audit Committee satisfies itself of ongoing auditor independence and tenure considerations. Our auditor support in recent years has been strong and reflects our commitment to engagement: Year Votes in favour Votes withheld 2025 637,619,923 (91.40%) 60,028,125 (8.60%) 2024 640,326,854 (93.24%) 46,460,250 (6.76%) 2023 613,576,171 (89.00%) 75,802,855 (11.00%) For more information on TC Energy's overall shareholder engagement strategy, please see page 60 and for more information on the comprehensive review of the external auditor, please see page 18. Auditor fees The table below shows the services KPMG provided during the last two fiscal years and the fees they invoiced us: ($ millions) 2025 2024 Audit fees audit of the annual consolidated financial statements services related to statutory and regulatory filings or engagements review of interim consolidated financial statements and information contained in various prospectuses 18.7 19.4 and other securities offering documents Audit-related fees 0.1 1.4 services related to the audit of the financial statements of TC Energy pipeline abandonment trusts and certain post-retirement plans, and certain special purpose audits Tax fees 1.0 1.5 All other fees 0.4 0.5 Total fees 20.2 22.8 fees for other products and services provided by the auditors and not described above, which included Canadian and international tax planning and tax compliance matters, including the review of income tax returns and other tax filings fees related to advice and assistance with ESG services, and French and Spanish translation services Note 2024 total fees are higher than 2025 due to increased audit work related to the spinoff of our Liquids Pipeline business, including additional financial statements required in connection with debt financings of certain Liquids subsidiaries and additional securities work. Pre-Approval Policy for Audit and Non-Audit Services The Audit Committee maintains a Pre-Approval Policy with respect to permitted non-audit services and audit services. For non-audit service engagements of up to $250,000, approval of the Audit Committee chair is required, and the Audit Committee is to be informed of the engagement at the next scheduled Audit Committee meeting. For all non-audit service engagements of $250,000 or more, pre-approval of the Audit Committee is required. As required under professional standards, KPMG is required to have any proposed non-audit services pre-approved by the Audit Committee or the Chair of the Audit Committee. The pre-approval process for non-audit services requires that KPMG provide a written description of the service, an assessment of the independence considerations related to the service and a description of the nature and magnitude of the proposed fees. Prior to pre-approving any non-audit services, the Audit Committee and/or Audit Committee Chair considers the following factors: the independence assessment provided by KPMG, the process under which management has assessed that KPMG is best suited to perform the non-audit services, and the magnitude of the fees relative to total fees paid to KPMG. Auditor independence TC Energy recognizes that auditor independence is critical to the integrity of our financial information. As such, TC Energy's auditor selection process is designed to maintain auditor independence while balancing a need for continuity of knowledge in order to ensure a high quality audit provided by an audit firm with the depth and breadth of experience to effectively and efficiently audit a multi-national company with complex operations. The Audit Committee continuously assesses the external auditor and, on an annual basis, reviews audit quality, auditor tenure and appropriateness of audit fees, including the benefits and risks of having a long-tenured auditor and the controls and processes that ensure their independence. This assessment also considers the nature, extent and permissibility of any proposed non-audit services and adherence to the mandatory partner rotation requirements. Below are additional details regarding factors the Audit Committee considered when assessing independence. Audit Committee continuous and annual review of independence Fee magnitude and objectivity considerations Mandatory partner rotations (U.S. and Canada) 2015 Request for proposal 2023 Periodic comprehensive review of external auditor Auditor independence assessment Audit Committee expertise and independence reviews All members of the Audit Committee are independent and financially literate. One member of the Audit Committee is a designated financial expert under New York Stock Exchange (NYSE) rules. As part of its annual assessment on independence, the Audit Committee receives and reviews the auditor's reports regarding independence. The committee also considers whether any factors are present that may impair the independence of the auditor at each meeting of the committee. The auditor maintains an open and direct line of communication with both the Chair of the Audit Committee and the Audit Committee. Our Annual Information Form (AIF) includes more information about the Audit Committee, including the committee charter, starting on page 31 of the AIF. The 2025 AIF is available on our website ( https://www.tcenergy.com ) and on SEDAR+ ( https://www.sedarplus.ca ). Fee magnitude and objectivity considerations The Audit Committee understands that the magnitude of fees paid to an auditor could negatively impact auditor independence if a financial interest will inappropriately influence an auditor's judgment or behaviour. In reaching the conclusion to recommend the re-appointment of KPMG as our external auditor, the Audit Committee considered the magnitude of the fees that TC Energy pays to KPMG LLP (Canada) and KPMG LLP (US) in context of the size of their respective firms. For 2025, KPMG has confirmed to the Audit Committee that the fees payable to KPMG are not material to KPMG LLP (Canada) or KPMG LLP (US). Similarly, there is a threat to independence if an auditor will be deterred from acting objectively because of actual or perceived pressures. We consider safeguards that KPMG has implemented to manage this threat as an important element of our assessment of audit quality. The safeguards against this risk include: the assignment of an engagement quality control review partner to the audit engagement by a risk management partner, the involvement of experienced national office professionals outside of the engagement team when dealing with complex or judgmental matters, the structure of the respective firms, and compensation policies in place. Given the Audit Committee's understanding of the relative magnitude of fees paid to each respective firm, as well as the Audit Committee's observations of safeguards that have been implemented by KPMG, the Audit Committee is satisfied these threats to auditor independence have been appropriately managed. Canadian and U.S. partner rotations and partner qualifications As part of the annual review of auditor independence, the Audit Committee assesses KPMG's ongoing compliance with mandatory rotation requirements. This means that the lead audit partner and quality control review partner may serve a maximum of five years, followed by a five-year period without any involvement in the TC Energy audit, before they can be re-considered for a partner role. For other audit partners of KPMG involved in the TC Energy audit, which includes the lead partner and quality control review partner from KPMG's Houston team, the mandatory rotation occurs after a maximum of seven years of service followed by a two-year period without any involvement in the TC Energy audit. This rotation helps ensure auditor independence is maintained by changing the key personnel working on TC Energy's audits after a set period of time. In addition to the partner rotations described above, all lead partners and quality control review partners must satisfy the following minimum requirements: Chartered Professional Accountant, in good standing, industry-specific experience, completion of relevant professional development and accreditation training, knowledge of, and experience with, the applicable financial reporting framework and auditing standards, and knowledge of, and experience with, the SEC rules and regulations. The Audit Committee is satisfied with KPMG's on-going compliance with the regulatory mandated rotation requirements (five and seven years as applicable in the circumstances) as well as the transition plans that have been followed to on-board qualified engagement partners who are new to providing audit services to TC Energy. 2015 Request for proposal In 2015, it was determined that a request for proposal (RFP) process would further strengthen the external audit process and auditor independence. The Audit Committee oversaw this RFP for TC Energy's external audit engagement and conducted a detailed assessment of the submissions from large multi-national firms, including interviews with each firm. A limited number of potential audit firms had the breadth of capabilities required to provide high-quality, independent audit services to a company of TC Energy's scope, geographic presence and complexity of operations. Requirements and factors which determined the successful candidate included: the experience, qualifications and ability to audit a large-scale, energy-focused, public company, headquartered in Canada with significant operations in the U.S. and Mexico, familiarity with complex rate-regulated accounting, no conflicts with TC Energy through existing non-audit services provided to TC Energy nor close relationships with competitor companies in the industry, availability of resources and local access to U.S. GAAP expertise, audit quality and auditor tenure, and appropriateness of fees. Based on the results of this process, the Audit Committee and Board recommended KPMG continue as TC Energy's external auditor, subject to its annual review of auditor performance, including audit quality and independence considerations. The Audit Committee made its recommendation based on KPMG's qualifications, experience and other decision criteria, including KPMG's ability to provide a quality audit that met the requirements of TC Energy and its shareholders, taking into account the scope, geographic presence and complexity of TC Energy's business. Periodic comprehensive review of auditor In order to further enhance the governance processes relating to assessing auditor independence and audit quality, in November 2022, the Audit Committee approved amendments to the Audit Committee's charter to mandate the completion of a comprehensive review of the external auditor at least every five years. Such a review is contained as a recommendation of the Enhancing Audit Quality initiative of the Chartered Professional Accountants of Canada, the Canadian Public Accountability Board and the Institute of Corporate Directors. The comprehensive review is intended to enhance audit quality through a deeper and broader analysis of the external auditor than in the annual assessment. This fulsome and detailed review is intended to provide the Audit Committee data on three indicia of audit quality: independence, objectivity and professional skepticism, quality of engagement team, and quality of communications and interactions with the external auditor. The Audit Committee reviews the results of the comprehensive review and uses it to assess whether a fulsome request for proposal process is required. This comprehensive review was completed in 2023 and supported the recommendation to appoint KPMG as TC Energy's external auditor. Audit Committee independence recommendation In reaching the conclusion to recommend KPMG as external auditor to serve for the 2025 financial year, the Audit Committee reviewed the above factors relating to auditor independence and confirmed it was satisfied that KPMG is independent within the meaning of applicable Canadian and U.S. securities rules. ADVISORY VOTE ON OUR APPROACH TO EXECUTIVE COMPENSATION You will have an opportunity to have a say on pay by participating in the advisory vote on our approach to executive compensation. The Board believes the vote is beneficial because it holds directors accountable to shareholders for their decisions on executive compensation and provides valuable feedback. While the vote is non-binding, the Board will take the results into consideration when it considers compensation policies, procedures and decisions in the future. We will disclose the results of the advisory vote in our report on voting results for the meeting, which will be posted on our website ( https://www.tcenergy.com ) and on SEDAR+ ( https://www.sedarplus.ca ). Since 2010, we have held annual say on pay votes at our annual shareholder meetings. Over the last three years, these advisory votes were approved by a significant majority of shareholders. Year Votes in favour Votes against 2025 657,530,688 (96.97%) 20,547,941 (3.03%) 2024 640,895,659 (96.37%) 24,130,789 (3.63%) 2023 634,750,021 (94.20%) 39,104,279 (5.80%) The Board recommends you vote for our approach to executive compensation: RESOLVE on an advisory basis, without diminishing the role and responsibilities of TC Energy's Board, that the shareholders accept the approach to executive compensation disclosed in TC Energy's Circular dated March 5, 2026. OTHER BUSINESS We did not receive any shareholder proposals for the meeting. The Board and management are not aware of any other items to be properly brought before the meeting. Each nominated director has expressed their willingness to serve on our Board until our next annual meeting of shareholders. If elected, they will also serve on the Board of TransCanada PipeLines Limited (TCPL), our main operating subsidiary. ELECTION OF DIRECTORS Our articles currently state that the Board must have a minimum of eight and a maximum of 15 directors. The Board has determined that 13 directors will be elected at the meeting. The Board believes this size is appropriate based on the scope of our business, the skills and experience of the nominated directors and the four standing committees and to achieve effective decision-making. It believes that all of the nominated directors are well qualified to serve on the Board. Twelve of the 13 nominated directors (92 per cent) are independent within the meaning of Canadian and applicable U.S. securities laws, regulations and policies and the applicable rules of the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE). The only exception is Mr. Poirier because of his role as President and CEO. The profiles on the following pages show each director's holdings in TC Energy shares at March 14, 2025 and as of the date of this Circular. DSUs are calculated on the basis of retainer fees paid in 2025 and dividend equivalents credited up to January 31, 2025 and January 30, 2026. The profiles also indicate the year the director joined the Board and has continually served as a director of TC Energy. All of the nominated directors are Canadian residents except for Mr. Bonham, Ms. Campbell, Mr. Johnson, Mr. Lowe, Ms. Salomone, Mr. Vandal and Mr. Verma who are U.S. residents. Mr. Bonham and Mr. Vandal also hold Canadian citizenship. We have share ownership requirements for our directors and executives to align their interests with those of our shareholders. As of the date of this Circular, all of our directors are in compliance with our director Share Ownership Policy or are not yet required to meet the requirements given the length of their tenure on the Board, see Director Compensation Discussion and Analysis - Approach - Aligning the interests of directors and shareholders on page 79 for more information. The at-risk investment reflects the total market value of the director's TC Energy shares and DSUs based on the closing share price on the TSX of $87.24 on March 5, 2026. See At-Risk Investment on pages 83 and 84 for more information. Independent Skills and experience Accounting/Audit Capital Markets/Mergers & Acquisitions Electric Power & Electrification Value Chain Enterprise Risk Management Governance Major Projects Operations/Health, Safety, Sustainability & Environment Strategy & Leading Growth At-risk investment $601,345 TC Energy Board/Committees 2025 meeting attendance Board of Directors 5/5 meetings (100%) Audit Committee 4/4 meetings (100%) Human Resources Committee 4/4 meetings (100%) Scott Bonham AGE 64, ATHERTON, CA, U.S.A. | DIRECTOR SINCE 2024 Scott Bonham is a corporate director. Since 2016 he has served on the board of Loblaw Companies Limited (retail grocery). He also previously served on the boards of The Bank of Nova Scotia (chartered bank) from January 2016 until April 2025 and Magna International Inc. (manufacturing, auto parts) from May 2012 until May 2021. He is a co-founder of Intentional Capital Real Estate (Canada), a privately-held real estate asset management company. From 2000 to 2015, he was co-founder of GGV Capital, an expansion stage venture capital firm with investments in the U.S. and China. Prior to GGV Capital, he served as a Vice President of the Capital Group Companies (financial services) and previously held marketing roles at Silicon Graphics (technology). Mr. Bonham is also a board member of the Canadian Institute for Advanced Research and the DenmarkBridge, an initiative connecting Danish companies to Silicon Valley. Mr. Bonham has a Bachelor of Science in electrical engineering from Queen's University and a Masters of Business Administration from Harvard Business School. Annual meeting voting results Votes in favour Votes against 2025 677,017,619 (99.84%) 1,061,492.00 (0.16%) 2024 - - 2023 - - Other public company boards and date Stock exchange Board committees Loblaw Companies Limited (retail) TSX Audit (since October 2016) Governance, Talent and Compensation TC Energy securities held 2026 Meets share ownership 2025 requirements Shares - - Mr. Bonham has until DSUs 6,893 November 4, 2029 to meet 1,010 the requirements. Independent Skills and experience Accounting/Audit Energy, Pipelines & Midstream Enterprise Risk Management Governance Government, Regulatory & Stakeholder Relations Major Projects Operations/Health, Safety, Sustainability & Environment Strategy & Leading Growth At-risk investment $2,263,704 TC Energy Board/Committees 2025 meeting attendance Board of Directors 5/5 meetings (100%) 4/4 meetings (100%) 2024 658,934,044 (99.08%) 6,091,745 (0.92%) 2023 671,097,465 (99.59%) 2,756,843 (0.41%) Health, Safety, Sustainability Audit Committee Cheryl F. Campbell AGE 66, MONUMENT, CO, U.S.A. | DIRECTOR SINCE 2022 Ms. Campbell is a corporate director and has 35 years of energy experience in midstream, interstate pipelines and utilities. She currently serves on the board of PG&E Corporation (PG&E) (utilities), where she is Chair of the Safety & Nuclear Oversight Committee as well as a member of its Sustainability & Governance Committee. She also serves on the boards of Summit Utilities (natural gas distribution), as Chair, and JANA Corporation (infrastructure service provider). She is involved in non-profit board work serving on the National Association of Corporate Directors (NACD), Colorado chapter board. Ms. Campbell previously served as a Senior Vice President, Gas, with Xcel Energy, Inc. (utility supplier). During her 13-year tenure there, she developed industry leading gas integrity and risk management programs, improving regulatory returns and overall operating, environmental and safety metrics. Ms. Campbell also served on the U.S. Department of Transportation's Gas Pipeline Advisory Committee providing guidance to the Secretary of Transportation on pipeline safety regulations, and testified before a congressional subcommittee on pipeline infrastructure safety. In 2019, Ms. Campbell was awarded the Natural Gas Leadership Award from the American Gas Association and was named one of the Top Women in Energy by the Denver Business Journal in 2014. Ms. Campbell holds a Master of Science degree in finance, with a minor in management, from the University of Colorado at Denver, as well as Bachelor of Science degrees in chemical engineering and business from the University of Colorado at Boulder. Annual meeting voting results Votes in favour Votes against 2025 673,225,982 (99.28%) 4,853,157 (0.72%) and Environment Committee 4/4 meetings (100%) Other public company boards and date Stock exchange Board committees PG&E Corporation (utilities) (since April 2019) NYSE Safety and Nuclear Oversight (Chair) Sustainability and Governance TC Energy securities held 2026 2025 Meets share ownership requirements Shares 6,231 5,921 Yes DSUs 19,717 15,449 PG&E filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code in January 2019 as a result of claims arising from fires caused by PG&E's electrical equipment. Ms. Campbell joined the board of directors of PG&E in April 2019, after PG&E filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code in January 2019 and prior to its emergence from Chapter 11 bankruptcy in July 2020. Ms. Campbell continues to be a director of PG&E. Independent Skills and experience Accounting/Audit Capital Markets/Mergers & Acquisitions CEO Energy, Pipelines & Midstream Governance Government, Regulatory & Stakeholder Relations Operations/Health, Safety, Sustainability & Environment Strategy & Leading Growth At-risk investment $4,027,522 TC Energy Board/Committees 2025 meeting attendance Board of Directors 5/5 meetings (100%) Audit Committee 4/4 meetings (100%) Michael R. Culbert AGE 68, CALGARY, AB, CANADA | DIRECTOR SINCE 2020 Mr. Culbert is a corporate director. He currently serves on the board of directors for ARC Resources Ltd. (oil and gas production) since May 2024. Mr. Culbert previously served as a director of Precision Drilling Corporation (oil and gas services) from 2017 to 2024, and as director and Vice Chair of PETRONAS Canada Ltd. (oil and gas, exploration and production) from 2016 to 2020. He has also previously served as a director and President of Pacific NorthWest LNG LP (natural gas services) (2013 to 2017). He is a former co-founder, director, President and Chief Executive Officer of Progress Energy Ltd. (oil and gas, exploration and production) from 2004 to 2016 and, prior to that, he was the Vice-President, Marketing and Business Development from 2001 to 2004. He has also held senior leadership positions in marketing and business development throughout his career. Mr. Culbert is a patron of the Rogers Charity Classic, which since its inception in 2013 has successfully raised approximately $165 million for children and youth charities in Alberta. He is also a founding member of the Creative Destruction Lab Energy stream at the University of Calgary, Haskayne School of Business. In 2019, Mr. Culbert was awarded the 2019 Distinguished Business Leader - Recognizing Ethical Leadership from the University of Calgary Haskayne School of Business and the Calgary Chamber of Commerce. In 2025, Mr. Culbert was inducted into the Southern Alberta Business Hall of Fame. Mr. Culbert holds a Bachelor of Science Business Administration degree from Emmanuel College in Boston, Massachusetts. Annual meeting voting results Votes in favour Votes against 2025 673,422,055 (99.31%) 4,657,086 (0.69%) 2024 659,109,877 (99.11%) 5,915,912 (0.89%) Other public company boards and date Stock exchange Board committees 2023 670,063,432 (99.44%) 3,790,876 (0.56%) Health, Safety, Sustainability and Environment Committee 4/4 meetings (100%) ARC Resources Ltd. (oil and gas production) (since May 2024) TSX Human Resources & Compensation Policy and Board Governance TC Energy securities held 2026 2025 Meets share ownership requirements Shares 10,500 10,500 Yes DSUs 35,666 29,580 Independent Skills and experience Accounting/Audit CEO Electric Power & Electrification Value Chain Governance Government, Regulatory & Stakeholder Relations Human Resources & Compensation Operations/Health, Safety, Sustainability & Environment Strategy & Leading Growth At-risk investment $3,004,284 TC Energy Board/Committees 2025 meeting attendance Board of Directors 5/5 meetings (100%) Audit Committee 2/2 meetings (100%) Governance Committee 2/2 meetings (100%) Human Resources Committee (Chair) 4/4 meetings (100%) William D. Johnson AGE 72, KNOXVILLE, TN, U.S.A. | DIRECTOR SINCE 2021 Mr. Johnson is a corporate director. He is currently a director of NiSource Inc. (utilities) since March 2022. He also serves on the boards of Strata Clean Energy (renewable power) since January 2025, Terrestrial Energy Inc. (nuclear power) since February 2023 and BrightNight LLC (renewable energy) since December 2021. Mr. Johnson most recently served as President and Chief Executive Officer of PG&E from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority (electricity) from January 2013 to May 2019. Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. (Progress) (oil and gas) from October 2007 to July 2012 and previously to that, served as President and Chief Operating Officer (2005 to 2007). His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery (2004 to 2005) and President and Chief Executive Officer (2002 to 2003) and Executive Vice President and General Counsel (2000 to 2002) of Progress Energy Service Company. Mr. Johnson's career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary. Mr. Johnson has served on the boards of the following utility industry groups or associations: Edison Electric Institute (Vice Chair), Nuclear Energy Institute (Chair), Institute of Nuclear Power Operations, World Association of Nuclear Operators (Governor) and Nuclear Electric Insurance Limited. Mr. Johnson holds a Juris Doctor degree (high honors) from the University of North Carolina School of Law and a Bachelor of Arts degree (history, summa cum laude) from Duke University in North Carolina. Annual meeting voting results Votes in favour Votes against 2025 665,190,544 (98.10%) 12,887,833 (1.90%) 2024 647,343,103 (97.34%) 17,682,684 (2.66%) 2023 670,426,693 (99.49%) 3,427,614 (0.51%) Other public company boards and date Stock exchange Board committees NiSource Inc. (utilities) (since March 2022) TSX, NYSE Safety, Operations, Regulatory and Policy (Chair) Environmental, Social, Nominating and Governance Executive Terrestrial Energy Inc. (nuclear power) (since February 2023) NASDAQ Audit Nominating and Corporate Governance (Chair) TC Energy securities held 2026 2025 Meets share ownership requirements Shares DSUs - 34,437 - 26,892 Yes PG&E filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code in January 2019 as a result of claims arising from fires caused by PG&E's electrical equipment. Following discussions initiated by the PG&E board of directors, Mr. Johnson agreed to serve as President and CEO throughout PG&E's bankruptcy process, beginning May 2, 2019, with the understanding that upon PG&E's emergence from bankruptcy he would resign from PG&E. On July 1, 2020, PG&E emerged from Chapter 11 bankruptcy, upon completing a restructuring process that was confirmed by the United States Bankruptcy Court on June 20, 2020. Mr. Johnson resigned as President and CEO of PG&E on June 30, 2020. Independent Skills and experience Capital markets/mergers & acquisitions CEO Enterprise Risk Management Governance Government, Regulatory & Stakeholder Relations Human Resources & Compensation Operations/Health, Safety, Sustainability & Environment Strategy & Leading Growth At-risk investment $6,755,604 TC Energy Board/Committees 2025 meeting attendance Board of Directors 5/5 meetings (100%) 4/4 meetings (100%) Other public company boards and date Stock exchange Board committees Human Resources Committee 3/4 meetings (75%) Canadian National Railway Company (freight railway) (since May 2022) TSX, NYSE Audit, Finance and Risk Safety and Environment (Chair) TC Energy securities held 2026 2025 Meets share ownership requirements Shares 34,576 14,166 Yes DSUs 42,861 35,337 Audit Committee Susan C. Jones AGE 56, CALGARY, AB, CANADA | DIRECTOR SINCE 2020 Ms. Jones is a corporate director. She is currently a director of Canadian National Railway Company (freight railway) since May 2022. Ms. Jones retired from her executive leadership role at Nutrien Ltd. (Nutrien) (agriculture) at the end of 2019 after 15 years with the company. While at Nutrien, she held a variety of roles between September 2004 to December 2019, including: Executive Vice-President and CEO of the Potash Business Unit of Nutrien (largest global underground soft-rock miner), Executive Vice-President and President of the Phosphate Business Unit; Chief Legal Officer; Business Development and Strategy; Managing Director of the European Distribution Business; and Vice-President of Wholesale Sales, Marketing and Logistics. Ms. Jones served on the boards of Piedmont Lithium Limited (emerging lithium company) from June 2021 until June 2023, ARC Resources Ltd. (and predecessor company) (oil and gas, exploration and production) from May 2020 until February 2023, and Gibson Energy Inc. (mid-stream oil-focused infrastructure) from December 2018 until February 2020. Ms. Jones was named the Osler Purdy Crawford Deal Maker of the Year 2017 at the Canadian General Counsel Awards for her role in the merger of Agrium Inc. and Potash Corporation of Saskatchewan Inc. She has served on the United Way and the Canadian Bar Association. Ms. Jones holds a Bachelor of Arts degree in Political Science and Hispanic Studies from the University of Victoria as well as a Bachelor of Laws degree from the University of Ottawa. She also earned a Leadership Diploma from the University of Oxford and holds a Director Certificate from Harvard University. Annual meeting voting results Votes in favour Votes against 2025 673,349,772 (99.30%) 4,729,368 (0.70%) 2024 659,081,705 (99.11%) 5,944,056 (0.89%) 2023 670,291,004 (99.47%) 3,563,305 (0.53%) Independent Skills and experience Accounting/Audit Capital Markets/Mergers & Acquisitions Energy, Pipelines & Midstream Enterprise Risk Management Governance Government, Regulatory & Stakeholder Relations Operations/Health, Safety, Sustainability & Environment Strategy & Leading Growth At-risk investment $7,754,153 TC Energy Board/Committees 2025 meeting attendance Board of Directors (Chair) 5/5 meetings (100%) Governance Committee 4/4 meetings (100%) Human Resources Committee 4/4 meetings (100%) John E. Lowe AGE 67, HOUSTON, TX, U.S.A. | BOARD CHAIR SINCE 2024 | DIRECTOR SINCE 2015 Mr. Lowe is a corporate director. He is currently the Chair of the Board. Mr. Lowe has previously served on the board of directors for Phillips 66 Company (oil and gas) from May 2012 to May 2025. He has also previously served as the non-executive Chair of Apache Corporation's (oil and gas) board of directors from August 2013 to September 2022, and served as a director of Agrium Inc. (agricultural) from May 2010 to August 2015, DCP Midstream LLC (oil and gas, exploration and production) and its wholly-owned subsidiary, DCP Midstream GP, LLC (oil and gas, exploration and production), the general partner of DCP Midstream Partners, LP (oil and gas, exploration and production), from October 2008 to April 2012 and Chevron Phillips Chemical Co. LLC (oil and gas refining) from October 2008 to January 2011. He has also held various executive and management positions with ConocoPhillips Co. (oil and gas) for more than 25 years, including Assistant to the Chief Executive Officer of ConocoPhillips Co., Executive Vice-President of Exploration & Production and Executive Vice-President of Commercial. Mr. Lowe is on the Board of Advisors of Horizon Engage, a global intelligence platform, and is also on the Board of Advisors of the Kelce College of Business at Pittsburg State University. He has also previously served as a Senior Executive Advisor at Tudor, Pickering, Holt & Co. LLC (energy investment and merchant banking) from September 2012 to August 2021 and also served on the Texas Children's Hospital West Campus Advisory Council. He is a former director of the National Association of Manufacturers. Mr. Lowe holds a Bachelor of Science degree in Finance and Accounting from Pittsburg State University in Pittsburg, Kansas and is a Certified Public Accountant (inactive). Annual meeting voting results Votes in favour Votes against 2025 663,231,215 (97.81%) 14,847,922 (2.19%) 2024 657,370,876 (98.85%) 7,654,409 (1.15%) 2023 667,990,495 (99.13%) 5,863,813 (0.87%) Other public company boards and date Stock exchange Board committees - - - Shares 30,000 30,000 Yes DSUs 58,883 50,582 TC Energy securities held 2026 2025 requirements Meets share ownership Independent Skills and experience Accounting/Audit CEO Enterprise Risk Management Government, Regulatory & Stakeholder Relations Governance Major Projects Operations/Health, Safety, Sustainability & Environment Strategy & Leading Growth At-risk investment $483,135 TC Energy Board/Committees 2025 meeting attendance Board of Directors 5/5 meetings (100%) Audit Committee 4/4 meetings (100%) Health, Safety, Sustainability and Environment Committee 4/4 meetings (100%) Dawn Madahbee Leach AGE 69, LITTLE CURRENT, ON, CANADA | DIRECTOR SINCE 2024 Ms. Madahbee Leach, an Anishinabe-Kwe and member of the Aundeck Omni Kaning First Nation, is currently the General Manager of the Waubetek Business Corporation, a leading Indigenous financial institution, providing financial services to Indigenous entrepreneurs across Northeast Ontario in Canada. She is also the founder, President and Chief Executive Officer of Indigenous Business International, which assists Indigenous people and companies internationally with various economic sector strategies and project reviews. Ms. Madahbee Leach is the Chair of the National Indigenous Economic Development Board and has been part of this federally appointed board since 2000, providing advice and guidance to the federal government on issues related to Indigenous economic policies and programming. In collaboration with more than 20 national Indigenous organizations, she chaired the development of the first ever National Indigenous Economic Strategy for Canada, published in June 2022. Ms. Madahbee Leach also currently serves on the boards of Peace Hills Trust (financial services) since 2012 and English River First Nation's Des Nedhe Group, to which she was appointed in November 2024. She has also served on her First Nation's elected Council and as Chair of the Northern Ontario Policy Institute. She previously served on the boards of Niobay Metals Inc. (mining) from 2018 to 2025, the Local Health Integration Network for Northeast Ontario from 2012-2017, the Northern Ontario Development Corporation from 1992 to 1996, the Ontario Development Corporation from 1994 to 1996, and Innovations Ontario from 1994 to 1997. She also serves on Indigenous Advisory Committees for companies in the manufacturing, mining and energy sectors. Ms. Madahbee Leach has an extensive network across Canada and has spoken and promoted Indigenous businesses internationally in Australia, Chile, New Zealand, Sweden, Germany, the United States and the United Kingdom. Ms. Madahbee Leach is the recipient of a 2023 Business Lifetime Achievement Award from the Canadian Council of Indigenous Business as well as the 2020 Indspire Award for Business and Commerce, one of the highest honours amongst Indigenous Peoples in Canada. She was also recognized as one of Canada's Most Powerful Women in 2018. Ms. Madahbee Leach graduated from the University of Waterloo's Economic Developers Program and has a Bachelor of Arts Degree in Political Science and Law from Laurentian University, with a part of her studies for this degree at York University. Annual meeting voting results Votes in favour Votes against 2025 677,045,840 (99.85%) 1,033,300 (0.15%) 2024 - - 2023 - - Other public company boards and date Stock exchange Board committees - - - Shares - - Ms. Madahbee Leach has DSUs 5,538 800 until November 4, 2029 to meet the requirements. TC Energy securities held 2026 2025 requirements Meets share ownership Not Independent (President and Chief Executive Officer of TC Energy) Skills and experience Accounting/Audit Capital Markets/Mergers & Acquisitions CEO Electric Power & Electrification Value Chain Energy, Pipelines & Midstream Enterprise Risk Management Governance Strategy & Leading Growth At-risk investment $10,397,176 TC Energy Board/Committees 2025 meeting attendance Board of Directors 5/5 meetings (100%) François L. Poirier AGE 59, CALGARY, AB, CANADA | CHIEF EXECUTIVE OFFICER | DIRECTOR SINCE 2021 Mr. Poirier has been President and Chief Executive Officer (CEO) of TC Energy since January 2021. He joined the company in 2014 as President, Energy East Pipeline and has held several roles within the company since, including the role of Chief Operating Officer and President, Power & Storage, prior to being appointed as CEO. In his role as CEO, Mr. Poirier oversaw the spinoff of TC Energy's Liquids Pipelines business, advanced major energy projects such as Southeast Gateway and Coastal GasLink and has championed initiatives such as the Build Canada Now letter, which sought regulatory change to unlock Canada's energy potential and economic sovereignty. Before joining TC Energy, Mr. Poirier spent 25 years in investment banking, consulting and as a corporate director. Since 2024, Mr. Poirier has served as a corporate director of the Canadian Imperial Bank of Commerce (chartered bank). He is also a director of both the Business Council of Canada and the American Petroleum Institute, roles he has held since January 2021. Mr. Poirier was named Business Leader of the Year for 2026 by the Canadian Chamber of Commerce. He also served as co-chair of the Special Olympics Canada Winter Games 2024. 2025 673,662,897 (99.35%) 4,415,592 (0.65%) 2024 659,677,771 (99.20%) 5,347,675 (0.80%) 2023 671,309,028 (99.62%) 2,539,979 (0.38%) Other public company boards and date Stock exchange Board committees Canadian Imperial Bank of Commerce TSX, NYSE Risk Management TC Energy securities held 2026 2025 Meets share ownership requirements Shares DSUs 119,179 - 118,529 - Yes Mr. Poirier holds a Master of Business Administration from the Schulich School of Business at York University and graduated Magna Cum Laude with a Bachelor of Operations Research from the University of Ottawa. Annual meeting voting results Votes in favour Votes against (chartered bank) (since September 2024) Independent Skills and experience Accounting/Audit Capital Markets/Mergers & Acquisitions Energy, Pipelines & Midstream Enterprise Risk Management Governance Human Resources & Compensation Operations/Health, Safety, Sustainability & Environment Strategy & Leading Growth At-risk investment $5,183,714 Una Power AGE 61, VANCOUVER, BC, CANADA | DIRECTOR SINCE 2019 Ms. Power is a corporate director. She has served on the boards of directors of The Bank of Nova Scotia (Scotiabank) (chartered bank) since April 2016 and Teck Resources Limited (diversified mining company) since April 2017. She previously served as a director of Kinross Gold Corporation (gold producer) from April 2013 to May 2019. Ms. Power was the Chief Financial Officer of Nexen Energy ULC (Nexen) (oil and gas exploration) from February 2013 to March 2016, a former publicly-traded energy company that is now a wholly-owned subsidiary of CNOOC Limited. During her 24-year career with Nexen, Ms. Power held various executive positions with responsibility for financial and risk management, strategic planning and budgeting, business development, energy marketing and trading, information technology and capital investment. Ms. Power holds a Bachelor of Commerce (Honours) degree from Memorial University and holds Chartered Professional Accountant, Chartered Accountant and Chartered Financial Analyst designations. She has completed executive development programs at Wharton Business School and INSEAD. Annual meeting voting results Votes in favour Votes against TC Energy Board/Committees 2025 meeting attendance Board of Directors 5/5 meetings (100%) Audit Committee (Chair) 4/4 meetings (100%) Health, Safety, Sustainability and Environment Committee 4/4 meetings (100%) The Bank of Nova Scotia (chartered bank) (since April 2016) 2025 666,886,403 (98.35%) 11,192,739 (1.65%) 2024 655,905,364 (98.63%) 9,120,083 (1.37%) 2023 667,185,991 (99.01%) 6,668,317 (0.99%) Other public company boards and date Stock exchange Board committees TC Energy securities held 2026 2025 Meets share ownership requirements Shares 6,360 6,360 Yes DSUs 53,059 44,555 Teck Resources Limited (diversified mining company) (since April 2017) TSX, NYSE Human Capital and Compensation Risk TSX, NYSE Audit (Chair) Compensation & Talent

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