SHARE CAPITAL

12 Months Ended

Dec. 31, 2019

Our authorized share capital consists of an unlimited number of common shares with no par value and an unlimited number of preference shares.

COMMON SHARES



	2019		2018		2017
	Number		Number		Number
December 31,	of Shares	Amount	of Shares	Amount	of Shares	Amount
(millions of Canadian dollars; number of shares in millions)
Balance at beginning of year	2,022	64,677	1,695	50,737	943	10,492
Common shares issued	—	—	—	—	33	1,500
Common shares issued in Merger Transaction (Note 8)	—	—	—	—	691	37,429
Common shares issued in Sponsored Vehicle buy-in (SEP) (Note 20)	—	—	91	3,888	—	—
Common shares issued in Sponsored Vehicle buy-in (EEP) (Note 20)	—	—	72	3,042	—	—
Common shares issued in Sponsored Vehicle buy-in (EEM) (Note 20)	—	—	30	1,267	—	—
Common shares issued in Sponsored Vehicle buy-in (ENF) (Note 20)	—	—	104	4,530	—	—
Dividend Reinvestment and Share Purchase Plan	—	—	28	1,181	25	1,226
Shares issued on exercise of stock options	3	69	2	32	3	90
Balance at end of year	2,025	64,746	2,022	64,677	1,695	50,737

PREFERENCE SHARES



	2019			2018			2017
	Number			Number			Number
December 31,	of Shares	Amount		of Shares	Amount		of Shares	Amount
(millions of Canadian dollars; number of shares in millions)
Preference Shares, Series A	5	125		5	125		5	125
Preference Shares, Series B	18	457		18	457		18	457
Preference Shares, Series C	2	43		2	43		2	43
Preference Shares, Series D	18	450		18	450		18	450
Preference Shares, Series F	20	500		20	500		20	500
Preference Shares, Series H	14	350		14	350		14	350
Preference Shares, Series J	8	199		8	199		8	199
Preference Shares, Series L	16	411		16	411		16	411
Preference Shares, Series N	18	450		18	450		18	450
Preference Shares, Series P	16	400		16	400		16	400
Preference Shares, Series R	16	400		16	400		16	400
Preference Shares, Series 1	16	411		16	411		16	411
Preference Shares, Series 3	24	600		24	600		24	600
Preference Shares, Series 5	8	206		8	206		8	206
Preference Shares, Series 7	10	250		10	250		10	250
Preference Shares, Series 9	11	275		11	275		11	275
Preference Shares, Series 11	20	500		20	500		20	500
Preference Shares, Series 13	14	350		14	350		14	350
Preference Shares, Series 15	11	275		11	275		11	275
Preference Shares, Series 17	30	750		30	750		30	750
Preference Shares, Series 19	20	500		20	500		20	500
Issuance costs		(155	)		(155	)		(155	)
Balance at end of year		7,747			7,747			7,747

Characteristics of the preference shares are as follows:



	Dividend Rate		Dividend¹	Per Share Base Redemption Value²	Redemption and Conversion Option Date^2,3	Right to Convert Into^3,4
(Canadian dollars unless otherwise stated)
Preference Shares, Series A	5.50	%	$1.37500	$25	—	—
Preference Shares, Series B	3.42	%	$0.85360	$25	June 1, 2022	Series C
Preference Shares, Series C⁵	3-month treasury bill plus 2.40%		—	$25	June 1, 2022	Series B
Preference Shares, Series D	4.46	%	$1.11500	$25	March 1, 2023	Series E
Preference Shares, Series F	4.69	%	$1.17224	$25	June 1, 2023	Series G
Preference Shares, Series H	4.38	%	$1.09400	$25	September 1, 2023	Series I
Preference Shares, Series J	4.89	%	US$1.22160	US$25	June 1, 2022	Series K
Preference Shares, Series L	4.96	%	US$1.23972	US$25	September 1, 2022	Series M
Preference Shares, Series N	5.09	%	$1.27152	$25	December 1, 2023	Series O
Preference Shares, Series P⁶	4.38	%	$1.09476	$25	March 1, 2024	Series Q
Preference Shares, Series R⁶	4.07	%	$1.01825	$25	June 1, 2024	Series S
Preference Shares, Series 1	5.95	%	US$1.48728	US$25	June 1, 2023	Series 2
Preference Shares, Series 3⁶	3.74	%	$0.93425	$25	September 1, 2024	Series 4
Preference Shares, Series 5⁶	5.38	%	US$1.34383	US$25	March 1, 2024	Series 6
Preference Shares, Series 7⁶	4.45	%	$1.11224	$25	March 1, 2024	Series 8
Preference Shares, Series 9⁶	4.10	%	$1.02424	$25	December 1, 2024	Series 10
Preference Shares, Series 11	4.40	%	$1.10000	$25	March 1, 2020	Series 12
Preference Shares, Series 13	4.40	%	$1.10000	$25	June 1, 2020	Series 14
Preference Shares, Series 15	4.40	%	$1.10000	$25	September 1, 2020	Series 16
Preference Shares, Series 17	5.15	%	$1.28750	$25	March 1, 2022	Series 18
Preference Shares, Series 19	4.90	%	$1.22500	$25	March 1, 2023	Series 20

The holder is entitled to receive a fixed, cumulative, quarterly preferential dividend, as declared by the Board of Directors. With the exception of Series A and Series C Preference Shares, such fixed dividend rate resets every five years beginning on the initial redemption and conversion option date. The Series 17 and Series 19 Preference Shares contain a feature where the fixed dividend rate, when reset every five years, will not be less than 5.15% and 4.90%, respectively. No other series of Preference Shares has this feature.


2	Series A Preference Shares may be redeemed any time at our option. For all other series of Preference Shares, we, may at our option, redeem all or a portion of the outstanding Preference Shares for the Base Redemption Value per share plus all accrued and unpaid dividends on the Redemption Option Date and on every fifth anniversary thereafter.


3	The holder will have the right, subject to certain conditions, to convert their shares into Cumulative Redeemable Preference Shares of a specified series on a one-for-one basis on the Conversion Option Date and every fifth anniversary thereafter at an ascribed issue price equal to the Base Redemption Value.

With the exception of Series A Preference Shares, after the redemption and conversion option dates, holders may elect to receive quarterly floating rate cumulative dividends per share at a rate equal to: $25 x (number of days in quarter/365) x 90 day Government of Canada treasury bill rate + 2.4% (Series C), 2.4% (Series E), 2.5% (Series G), 2.1% (Series I), 2.7% (Series O), 2.5% (Series Q), 2.5% (Series S), 2.4% (Series 4), 2.6% (Series 8), 2.7% (Series 10), 2.6% (Series 12), 2.7% (Series 14), 2.7% (Series 16), 4.1% (Series 18) or 3.2% (Series 20); or US$25 x (number of days in quarter/365) x three-month United States Government treasury bill rate + 3.1% (Series K), 3.2% (Series M), 3.1% (Series 2) or 2.8% (Series 6).


5	The floating quarterly dividend amount for the Series C Preference Shares was decreased to $0.25395 from $0.25459 on March 1, 2019, was increased to $0.25647 from $0.25395 on June 1, 2019, was decreased to $0.25243 from $0.25647 on September 1, 2019 and was increased to $0.25305 from $0.25243 on December 1, 2019, due to reset on a quarterly basis following the issuance thereof.

No Series P, R, 3, 5, 7 or 9 Preference shares were converted on the March 1, 2019, June 1, 2019, September 1, 2019, March 1, 2019, March 1, 2019 or December 1, 2019 conversion option dates, respectively. However, the quarterly dividend amounts for Series P, R, 3, 5, 7 or 9, was increased to $0.27369 from $0.25000 on March 1, 2019, increased to $0.25456 from $0.25000 on June 1, 2019, decreased to $0.23356 from $0.25000 on September 1, 2019, increased to US$0.33625 from

US$0.27500 on March 1, 2019, increased to $0.27806 from $0.27500 on March 1, 2019 and decreased to $0.25606 from $0.27500 on December 1, 2019, respectively, due to reset on every fifth anniversary thereafter.

DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

On November 2, 2018, we announced the suspension of our DRIP, effective immediately. Prior to the announcement, our shareholders were able to participate in the DRIP, which enabled participants to reinvest their dividends in our common shares at a 2% discount to market price and to make additional optional cash payments to purchase common shares at the market price, free of brokerage or other charges. Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Dividends for details on dividends paid.

SHAREHOLDER RIGHTS PLAN

The Shareholder Rights Plan is designed to encourage the fair treatment of shareholders in connection with any takeover offer for us. Rights issued under the plan become exercisable when a person and any related parties acquires or announces its intention to acquire 20% or more of our outstanding common shares without complying with certain provisions set out in the plan or without approval of our Board of Directors. Should such an acquisition occur, each rights holder, other than the acquiring person and related parties, will have the right to purchase our common shares at a 50% discount to the market price at that time.