Exhibit 99.1

 Contents    

At Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American natural gas, oil or renewable power networks and our growing European offshore wind portfolio. We’re investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on two decades of experience in renewable energy to advance new technologies including wind and solar power, hydrogen, renewable natural gas and carbon capture and storage. We’re committed to reducing the carbon footprint of the energy we deliver, and to achieving net-zero greenhouse gas emissions by 2050. Headquartered in Calgary, Alberta, Enbridge’s common shares trade under the symbol ENB on the Toronto (“TSX”) and New York (“NYSE”) stock exchanges. To learn more, visit us at enbridge.com.

We encourage you to sign up for environmentally-friendly electronic delivery of all future proxy materials. Registered shareholders may also sign up for electronic delivery of financial reports.

Registered shareholders can go to investorcentre.com/enbridge, select “Canada (English)” or “Canada (Français)” at the top right corner of the page (if that geographical selection does not auto-populate); then click on “Receive Documents Electronically”; choose “Enbridge Inc.” from the dropdown list; enter your Holder Account Number that appears on your form of proxy; enter your postal code (if you are a Canadian resident) or your Family or Company Name (if you are not a resident of Canada); and click “NEXT” at the bottom of the page.

Non-registered shareholders (beneficial owners) can go to investordelivery.com using the control number found on your voting instruction form or at proxyvote.com where you can click on “Go Paperless” and follow the instructions.

2

12

37

69

118

Management Information Circular date: March 2, 2023

Annual meeting of shareholders to be held on May 3, 2023

Letter to shareholders

Dear shareholder,

Energy is the backbone of our economy and our society, and it’s Enbridge’s role to deliver it. Without energy, we cannot heat our homes or meals, power our vehicles or produce the asphalt they drive on, energize our factories, or create thousands of products we rely on – from computers that connect us to medical equipment that saves lives. In short, at Enbridge we continue to fulfil our purpose of fueling quality of life across North America and beyond – safely, reliably, 24/7, every day of the year.

Yet the energy business is at an inflection point. We all know we need to accelerate the transition to a lower-carbon future, while at the same time delivering a secure and affordable supply of energy. A practical approach to energy transition is required. We need to lower emissions, while meeting growing energy demand. We need to support our customers today, while anticipating their needs tomorrow. And to meet that demand, we have to develop new energy sources and keep energy costs in check.

It’s against this backdrop that we’ve taken on new leadership roles at Enbridge, beginning January 1, 2023, as President and CEO, and Chair of the Board, respectively. Pamela is Enbridge’s first female Chair of the Board and its first Black Chair - something we are both proud of. We feel incredibly fortunate to be part of an 11,000-strong team who share our passion for the business and our mission to be the first choice energy delivery company for our customers, communities, investors, governments and employees. As a team, we rally around Enbridge’s role to deliver energy to millions of North Americans, and increasingly in other parts of the world. The pride of the team is evident – and contagious.

Over the last decade, under Al Monaco’s leadership as CEO, management transformed Enbridge into a leading energy delivery company. On behalf of all of us at Enbridge, we’d like

to thank Al for his significant contributions to the Company and we wish him well in retirement.

We are honored to be leading Enbridge into its next phase of growth. Our premier natural gas, liquids and renewables businesses are well diversified. We deliver energy to the best markets at very low cost. Our commercial underpinnings give us resiliency and predictability of cash flows through market cycles, and our balance sheet is strong. We will build on this legacy and bring the same discipline and rigor to our decision-making process to create value for all our stakeholders.

Delivering on our promises

Despite global volatility in 2022, Enbridge navigated the year well and delivered solid performance.

That performance starts with safety. We achieved industry-leading results with integrity and maintenance programs that secure and modernize our network and ensure communities are safe and reliably “energized.”

From this foundation, we delivered strong operating performance, recorded high system utilization rates and placed nearly $4 billion of secured capital into service, which will add earnings and cash flow to 2023 and for decades to come.

We achieved record financial results, increased our dividend for the 28^th consecutive year – including a 3.2% increase for 2023 – and delivered total shareholder return of 14%, well ahead of the S&P 500 Index of approximately -18% and the Toronto Stock Exchange S&P/TSX Composite Index of -6%.

We continued to optimize our portfolio, recycle capital to reinvest into the Company and maintain a strong balance sheet. We monetized $2 billion of non-core assets in 2022, bringing the total to $11 billion since 2018.

We’re excited about the $8 billion of new organic growth opportunities, which advances our secured capital program to over $18 billion. These growth opportunities are a strong strategic fit, exceed our risk-adjusted hurdle rates and align with our emissions-reduction goals.

Progressing our strategy

We want to thank the entire Enbridge team for making substantial progress on our strategy in 2022. That progress takes a smart, practical approach to energy transition by providing the energy needed today while simultaneously advancing solutions for tomorrow and beyond.

Enbridge Inc. 2023 Management Information Circular

When it comes to investing in our conventional business, we are ensuring reliability, lowering our emissions, meeting our customers’ needs and expanding North American export infrastructure. When it comes to investing for tomorrow and beyond, we are ramping up investment in lower-carbon solutions that complement our existing assets, including renewables, carbon capture, hydrogen and renewable natural gas. Combined, these exciting opportunities not only help us realize the right energy mix for the future but also ensure we do it the right way.

Here are some highlights from the year:

	Gas Transmission and Midstream We sanctioned a 300 million cubic feet per day expansion of our T-South and T-North pipelines in British Columbia that will feed Woodfibre LNG, where we invested $1.5 billion for a 30% stake in the project. We see natural gas continuing to be a critical part of the energy supply mix well into the future, both domestically and globally, and playing a key role in lowering global emissions.
	Gas Distribution and Storage We added over 45,000 new customers at our natural gas utility and made progress on projects that lower emissions of natural gas. This included constructing three renewable natural gas projects and developing a green hydrogen blending project at Gazifère, Quebec.
	Liquids Pipelines We advanced our U.S. Gulf Coast strategy by permitting a two million barrel storage expansion at the Ingleside export facility in Corpus Christi – last year’s anchor investment – and increasing ownership in two key Permian pipelines, Gray Oak and Cactus II, that will serve the region and our terminal.
	Renewables Our acquisition of Tri Global Energy gives us significant onshore development expertise and accelerates our growth. The deal comes with contracted revenue streams and more than doubles our development project hopper to seven gigawatts. It also places us among the top renewable energy developers in North America. We now own or have a stake in 47 renewable facilities in operation or under construction across five countries in North America and Europe. This includes the 480 MW Saint-Nazaire project, France’s first commercial-scale offshore wind facility, which became fully operational in 2022.

Within lower-carbon solutions, we are beginning to realize the returns from our early investments and forward posture. Our first-in-North America hydrogen-blending pilot project in Markham, Ontario, led to a larger project with Gazifère in Quebec. Our proposed Wabamun Carbon Hub, in

partnership with First Nations and Métis nations in Alberta, has paved the way for similar projects across our footprint. Our landmark Athabasca Oil Sands Pipeline Equity Partnership with 23 Indigenous communities is now the industry gold standard for creating true partnerships with Indigenous peoples. And our Indigenous Reconciliation Action Plan, published last year, lays out how we will advance Indigenous participation across our business. Having a deeper understanding of Indigenous culture and history is important to our business, and last year, 100% of our employees and contractors completed Indigenous awareness training.

Our commitment to be leaders in the energy transition and in ESG (environmental, social and governance) is the right thing to do – and it also enables better performance and creates opportunity.

Next generation growth

This past year, we launched our Tomorrow is On campaign. We love this moniker as it captures the mindset of the organization as we think about the energy future and how we will drive performance and our next generation of growth. To be clear, we are thoughtfully embracing the future, not stubbornly denying it.

Meeting society’s energy and energy security demands and meeting climate demands cannot be an either/or proposition. Study upon study shows that demand and access to renewable energy will only increase over the next few decades – but that society will continue to rely heavily on conventional fuels. This past year underscored the growing global need for safe, secure forms of energy, in particular natural gas and LNG. North America is blessed with abundant resources, and we have among the highest environmental standards globally. We have an opportunity and imperative to share our resources with the world. Participating in the energy transition in smart ways by partnering conventional energy sources with intermittent renewables and advancing new technologies and energy solutions like carbon capture and storage will improve the sustainability profile of all energy sources.

We are confident that our assets will be an integral source of energy supply to key markets for decades to come. The progress we made in 2022 sets us up for the future. The strength of our core businesses, disciplined approach to capital allocation and strong balance sheet put us in a great position to grow with, and into, our new energy realities, while providing our shareholders the solid investment returns they have come to expect.

With this in mind, we expect earnings before interest, taxes, depreciation, and amortization (“EBITDA”) in 2023 to be between $15.9 billion and $16.5 billion, representing just under 6% growth relative to the midpoint of our 2022 guidance range, and distributable cash flow (“DCF”) per share of between $5.25 to $5.65¹, all of which supports the continued growth of our dividend.

¹  DCF per share is a non-GAAP measure; these measures are defined and reconciled in the Non-GAAP and other financial measures section of Appendix D.

Enbridge Inc. 2023 Management Information Circular

Governance

We remain committed to clear and transparent disclosure across all areas of the business. Demonstrating our commitment to the highest standards of corporate governance, the Board is actively engaged with management on how we communicate with all our stakeholders and ensure transparency in our approach. Listening to our stakeholders and taking time to understand their perspectives helps ensure that we are on the right path on key issues like the energy transition and better assures our ongoing success.

Thank you

At its core, Enbridge is about its people – people dedicated to providing safe, reliable, affordable service today and embracing tomorrow as they share their insights, innovations and hard work. Thank you, to each and every one of our team. We also are grateful for the continued loyalty of our customers and partners, and we remain committed to serving their needs both for conventional and lower-carbon energy solutions. Finally, thank you to our shareholders for your continued support. We value your confidence in Enbridge.

Sincerely,

Gregory L. Ebel	Pamela L. Carter
President & Chief Executive Officer	Chair, Board of Directors
Calgary, Alberta March 2, 2023

First choice energy delivery company Our mission is to position Enbridge to be the first choice for energy delivery in North America and beyond with our customers, communities, investors, regulators and policy-makers, and employees.
	Customers: Deliver on our commitments to our customers and support them in growing their businesses, not only through safe and reliable service delivery, but also by developing value-enhancing and sustainable solutions to take us through the energy transition and beyond.
	Communities: Provide safe services through communities, and collaborate, partner and consult with them. Deliver energy in a way that creates and adds value for our communities.
	Investors: Ensure Enbridge is a must-own investment by delivering next generation growth and industry-leading results; and demonstrating disciplined stewardship of capital, the ability to meet our targets and the creation of long-term wealth, while maintaining a strong balance sheet.
	Regulators and policy-makers: Provide insights and constructive proposals and be trusted as an honest broker on energy and energy transition strategies that work for people. We aim to be a leading advisor on streamlining regulations and energy infrastructure.
	Employees: We are committed to having our people arrive safely each day with a sense of purpose and end each day safely with a sense of accomplishment. We always expect high performance from each other. We foster and value diversity, equity and inclusion not just because it’s the right thing to do, but also because it gives us a competitive advantage. We empower employees to simplify, be accountable and make decisions that enhance our competitiveness, sustainability and growth.

Enbridge Inc. 2023 Management Information Circular

        Notice of 2023 annual meeting of shareholders

We invite you to Enbridge’s 2023 annual meeting of shareholders (the “Meeting”).

	When May 3, 2023 1:30 p.m. (Mountain Daylight Time) (“MDT”)
	Where Virtual Meeting via live audio webcast online at https://web.lumiagm.com/465779906, password “enbridge2023” (case sensitive)
	Materials A Notice of 2023 annual meeting and notice of availability of meeting materials (the “Notice”) is being mailed to shareholders of Enbridge Inc. on or about March 17, 2023. We are providing access to our management information circular and annual report via the internet using notice-and-access. These materials will be available at enbridge.com/noticeandaccess.

Items of business

•  To receive the audited consolidated financial statements and the report of the auditors thereon for the year ended December 31, 2022.

•  Items to vote on:

1	Election of directors
Election of the 11 director nominees identified in the management information circular to serve as directors until the close of the next annual meeting of shareholders.
2	Appointment of auditors
Appointment of PricewaterhouseCoopers LLP as independent auditors of the Company and authorize the directors to fix their remuneration.
3	Advisory vote on executive compensation (say on pay)
Non-binding advisory vote to accept our approach to executive compensation as disclosed in the management information circular.
4	Shareholder rights plan
Amending, reconfirming and approving our shareholder rights plan.
5	Shareholder proposals
Voting on the shareholder proposals set forth in Appendix B of the management information circular.

• To consider such other matters as may properly be brought before the Meeting or any adjournment or postponement thereof.

Your vote is important

If you are a shareholder of record of Enbridge Inc. common shares at the close of business on March 7, 2023, you are entitled to receive notice of, attend and vote your common shares at the Meeting.

This year, the Company is holding the Meeting via live audio webcast, which will provide all our shareholders with an equal opportunity to participate, regardless of their geographic location. Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all requirements set out in the management information circular. Beneficial owners who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests (guests will not be able to ask questions or vote at the Meeting). Please refer to the management information circular for detailed instructions on how to attend, ask questions and vote at the Meeting.

A shareholder who wishes to appoint a person other than the management nominees (including a beneficial owner who wishes to appoint themselves) must carefully follow the instructions in the management information circular and on their form of proxy or voting instruction form, as applicable.

The Board of Directors has approved the contents of the management information circular and has authorized us to send it to you. Please read the management information circular to learn more about the Meeting, our director nominees and our executive compensation and governance practices.

By order of the Board of Directors,

Karen Uehara

Vice President & Corporate Secretary

Calgary, Alberta

March 2, 2023

                  
    
    
    
    
    
    
    
     
            

About this Management Information Circular

This management information circular (the “Circular”), including all appendices hereto, is being furnished in connection with the solicitation of proxies by or on behalf of management of Enbridge Inc. (“Enbridge”) for use at the annual meeting (the “Meeting”) of Enbridge shareholders to be held on May 3, 2023 at 1:30 p.m. MDT, or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the notice of Meeting.

The Meeting will be held virtually, conducted via live audio webcast. A summary of the information shareholders will need to attend the Meeting online is provided in “Meeting information” and “Voting information” below.

Enbridge is a “foreign private issuer” pursuant to applicable U.S. securities laws and is therefore exempt from the proxy rules under the U.S. Securities Exchange Act of 1934 (“Exchange Act”). Accordingly, this Circular has been prepared in compliance with Canadian securities law and regulations. In addition, as a foreign private issuer, we are permitted to follow home country practice instead of certain governance requirements set out in the New York Stock Exchange (“NYSE”) rules, provided we disclose any significant differences between our governance practices and those required by the NYSE. Further information regarding those differences is available on our website (enbridge.com).

In this Circular, unless indicated otherwise or the context otherwise requires:

• “you” and “your” mean holders of common shares of Enbridge (“Enbridge shares” or “common shares”);

• “we”, “us”, “our”, “the Company” and “Enbridge” mean Enbridge Inc.;

• “Board of Directors” or “Board” means the Board of Directors of Enbridge;

• all dollar amounts are in Canadian dollars (“C$” or “$”) unless stated otherwise; and

• US$ means United States of America (“U.S.”) dollars.

Unless stated otherwise, information in this Circular is given as of March 2, 2023 (the date of the Circular).

Information contained on or otherwise accessible through Enbridge’s website or other websites, though referenced herein, does not form part of and is not incorporated by reference into this Circular.

Enbridge Inc. 2023 Management Information Circular 1

2

Executive Summary

3	Proxy voting roadmap
4	Our board at a glance
4	Corporate governance highlights
4	Executive compensation highlights
7	Tomorrow is on
8	2022 performance highlights
9	ESG highlights
11	Awards and recognition

Executive Summary          

Executive summary

Proxy voting roadmap

Director nominees

> Left to right: Dan C. Tutcher, Teresa S. Madden, Jason B. Few, Stephen S. Poloz, Susan M. Cunningham, Mayank (Mike) M. Ashar, Gregory L. Ebel, Pamela L. Carter, Steven W. Williams, S. Jane Rowe, Gaurdie E. Banister Jr.

Name	Director since	Principal occupation	Independent	Committee service
Mayank (Mike) M. Ashar	2021	Corporate Director	Yes	GC/HRCC
Gaurdie E. Banister Jr.	2021	Corporate Director	Yes	AFRC/SRC
Pamela L. Carter (Chair)	2017	Corporate Director	Yes	SC
Susan M. Cunningham	2019	Corporate Director	Yes	SC*/HRCC
Gregory L. Ebel (President & CEO)	2017	President & CEO, Enbridge	No	–
Jason B. Few	2022	President & CEO, FuelCell Energy, Inc.	Yes	AFRC/SC/SRC
Teresa S. Madden	2019	Corporate Director	Yes	AFRC*/GC
Stephen S. Poloz	2020	Corporate Director	Yes	AFRC/GC*
S. Jane Rowe	2021	Vice Chair, Investments, Ontario Teachers’ Pension Plan Board	Yes	GC/HRCC
Dan C. Tutcher	2006	Corporate Director	Yes	SC / SRC*
Steven W. Williams	2022	Corporate Director	Yes	HRCC*/SRC

*Committee Chair		HRCC	Human Resources and Compensation Committee
AFRC	Audit, Finance and Risk Committee	SC	Sustainability Committee
GC	Governance Committee	SRC	Safety and Reliability Committee

Enbridge Inc. 2023 Management Information Circular 3

ITEM 1	Election of directors	Board recommendation
	Our Board strives to maintain an appropriate balance of tenure, diversity, characteristics, talents, skills and expertise to provide sound and prudent guidance with respect to the Company’s strategy, operations and interests.		FOR each nominee
		See page 18 for more information

Corporate governance highlights

• Statement on Business Conduct and Ethics & Compliance Program and policies

• Incentive compensation and sustainability-linked financings tied to ESG goals

• Robust risk and ESG oversight by Board and Board committees

• Share ownership guidelines for directors and executives

• Board orientation/education program

• Annual Board, committee and director evaluation process

• Annual election of all directors, individual director election (no slate voting)

• No dual class share structure

• Diversity and inclusion policies for directors, senior management and all employees

4 Enbridge Inc. 2023 Management Information Circular

Executive Summary          

ITEM 2	Appointment of our auditor	Board recommendation
	The Board, on the recommendation of the Audit, Finance and Risk Committee, recommends that you vote for PricewaterhouseCoopers LLP (“PwC”) to be reappointed as auditor and that you authorize the directors to fix their remuneration. PwC is an independent auditor within the meaning of applicable Canadian and U.S. securities rules.		FOR this resolution
		See page 33 for more information
ITEM 3	Advisory vote on executive compensation (say on pay)	Board recommendation
	Enbridge provides shareholders with the opportunity to vote on a non-binding advisory resolution to accept our approach to executive compensation, as disclosed in this Management Information Circular, commonly known as “say on pay”. The Board believes that the Company’s approach to executive compensation is fair and balanced and creates incentives that are well-aligned with shareholders’ interests in the long term.		FOR this proposal
		See page 35 for more information

Compensation philosophy

Enbridge’s approach to executive compensation is governed by the Human Resources and Compensation Committee (“HRC Committee”) and approved by the Board. A rigorous pay-for-performance philosophy is embedded in our compensation programs and designed with the interests of Enbridge shareholders and other stakeholders, through five main objectives:

Weighting the majority of the long-term incentive target mix with performance stock units aligns to our compensation philosophy and motivates leadership to focus on delivering strategic priorities over the long term.

Compensation governance

The HRC Committee assists the Board in carrying out its responsibilities with respect to compensation matters by providing oversight and direction on human resources strategy, policies and programs for the named executive officers, senior management and the broader employee base.

We have held advisory votes on our approach to executive compensation at each annual meeting of shareholders since 2011.

Performance is foundational to Enbridge’s executive compensation design and reflects our ongoing focus on driving sustainable growth and creating long-term value for our shareholders.
	89% of the target compensation mix for the President & CEO was “at risk” in 2022 and payout was not guaranteed

Enbridge Inc. 2023 Management Information Circular 5

2022 Short-term incentive plan

It is critically important to ensure all Enbridge executives are incentivized to achieve not only financial results but also operational results in areas such as safety, growth, and ESG performance. Our short-term incentive plan (“STIP”) awards are designed to reflect a comprehensive assessment of corporate, business unit and individual performance. The 2022 business unit key performance indicators (“KPI”s) are established relative to targets that align to the objectives of each business unit.

Business unit metrics		Weight
	Ensure safe, reliable operations		30 – 40%
	Maintain financial strength and flexibility		35 – 50%
	Progress toward our ESG goals		10%
	Extend and execute growth		10 – 20%

ITEM 4	Shareholder rights plan	Board recommendation
	You are asked to vote in favour of the amendment, reconfirmation and approval of our shareholder rights plan, which encourages the fair treatment of shareholders if there is a take-over bid for control of Enbridge. The Board believes the shareholder rights plan is in the best interests of Enbridge and our shareholders because it gives the Board sufficient time to explore and develop alternatives to a take-over bid, to maximize shareholder value. It also provides every shareholder an equal opportunity to participate. Our shareholder rights plan is reconfirmed by shareholders every three years, most recently in 2020. There are no substantive changes to the shareholder rights plan for 2023.		FOR this resolution
		See page 35 for more information
ITEM 5	Shareholder proposals	Board recommendation
	You will be voting on two shareholder proposals that have been submitted for consideration at the Meeting, filed by DI Foundation, represented by Investors for Paris Compliance. The full text of these proposals and supporting statements, together with the Board’s recommendations are set out in Appendix B. The Board strongly recommends you vote AGAINST both shareholder proposals. At their core, the shareholder proposals reflect the proponent’s view that Enbridge should quickly shift away from the transportation of liquids and natural gas. This view does not accurately reflect global energy fundamentals and if adopted, the proposals would undermine the Company’s deliberate and prudent approach to the energy transition.		AGAINST both proposals
		See page 36 and Appendix B for more information

6 Enbridge Inc. 2023 Management Information Circular

Executive Summary          

Tomorrow is on

Corporate vision and strategy

At Enbridge, our primary purpose is to fuel people’s quality of life in a safe, clean, and socially responsible manner. Our vision to be the leading energy infrastructure company in North America and beyond supports this purpose. We strive to be the first choice supplier to customers, communities, investors, regulators, policymakers and employees. In pursuing this vision, we play a critical role in enabling the economic and social well-being of people across the world by providing access to affordable, reliable, and secure energy.

Our four core businesses (Gas Transmission and Midstream, Liquids Pipelines, Gas Distribution and Storage, and Renewable Power Generation) transport, distribute, and generate energy including liquids, natural gas, renewable power, and lower-carbon fuels. We recognize that the energy system is changing, and we fully expect to succeed as part of a cleaner energy future by investing in lower-carbon platforms while ensuring the continuity and stability that the world requires through the transition.

Our strategy is underpinned by a deep understanding of energy supply and demand fundamentals. Through disciplined capital allocation that is aligned with our outlook on energy markets, we have become an industry leader with a diversified portfolio across both conventional and low-carbon energies. Our assets have reliably generated low-risk, resilient cash flows through many commodity and economic cycles.

We remain confident in our two-pronged growth strategy and will continue to invest in our diversified footprint of both conventional businesses and complementary low-carbon platforms, such as renewables, carbon capture and storage, hydrogen, and renewable natural gas. ESG continues to be integral to our strategy; we are committed to reducing our emissions, building lasting relationships with our stakeholders and Indigenous communities, and promoting diversity, equity and inclusion.

What we stand for

What we stand for complements our strategic priorities and is foundational to our Company – connecting our people, bringing meaning to each individual’s contributions, and inspiring our teams to safely and reliably deliver the energy society needs and wants.

Everyone at Enbridge is guided by a strong set of core values – Safety, Integrity, Respect and Inclusion – that reflect what is truly important to us as a company. Our core value of Inclusion reflects that we are continually striving to improve equity in our workplace and build an environment where everyone feels welcome and has a strong sense of belonging.

Purpose	Vision	Values
We fuel people’s quality of life	To be the leading energy infrastructure company in North America	Safety, Integrity, Respect, Inclusion

Ways of Working   •  Being accountable   •  Communicating effectively   •  Building relationships and collaborating as one team   •  Leading by example   •  Engaging and developing our people Strategic Intents   •  Delivering the energy people need and want   •  First choice of our customers   •  An energized and proud team   •  Trusted by our stakeholders   •  A must-own investment  

Enbridge Inc. 2023 Management Information Circular 7

2022 performance highlights

In 2022, we delivered record financial results in the upper half of our financial guidance range driven by significant growth in the business. This growth has been supported by high utilization of our assets and the execution of our secured capital program, as well as supplemented by strategic asset acquisitions in 2021 and 2022. We continue to deliver leading shareholder returns with a significant component of cash returns to shareholders via our stable and growing dividend.

Strong financial results

EBITDA growth1	DCF/share growth1,2	Total shareholder return
		(2020 – 2022)*
Increase in EBITDA over 2021 of 11%	Increase in DCF/share over 2021 of 9%	*  Total shareholder return for 2022 was 14%

28th annual dividend increase

¹  Adjusted EBITDA, DCF and DCF per share are non-GAAP measures; these measures are defined and reconciled in the Non-GAAP and other financial measures section of Appendix D.

²  Increase shown as compound growth annual rate.

8 Enbridge Inc. 2023 Management Information Circular

Executive Summary          

	Safe operations Achieved leading safety performance across the enterprise Executed integrity and maintenance programs		Grow the business Secured ~$8 billion of new organic growth, including US$1.5 billion investment in Woodfibre LNG Completed $0.7 billion of tuck-in acquisitions (Cactus II Pipeline and Tri Global Energy) Optimized asset portfolio by increasing interest in Gray Oak while reducing interest in DCP Midstream
	Financial position Maintained strong balance sheet and financial flexibility
	Execute capital program Placed ~$4 billion of capital into service

ESG highlights

Executing on our ESG goals

Sustainability is foundational to our business. In 2020, we set ambitious goals across all aspects of E, S and G with clear pathways to achieving them. We have developed organizational building blocks, established specific plans across businesses, aligned our compensation and financing costs to our ESG performance, and focused on executing strategies that will position our company to grow sustainably for many decades to come. We are proud of our ESG practices and performance and are recognized as a leader amongst our peers.

¹  GHG emissions included within our target are from assets over which we have operational control (Scope 1 and Scope 2 emissions). This metric aggregates emissions and throughput for each business unit on the basis of tonnes of carbon dioxide equivalent per energy delivered in petajoules (PJ). For more information, see our 2021 Sustainability Report at enbridge.com/sustainability.

²  Projected reductions of GHG emissions intensity and absolute emissions is relative to the 2018 baseline year. Estimated emissions (tCO2e) and volume (PJ) information as at Q4, 2022 is based on pre-audited numbers.

³  Absolute emissions.

Enbridge Inc. 2023 Management Information Circular 9

Our approach to energy transition

The world faces an urgent imperative to reduce greenhouse gas emissions and transition to a lower-carbon economy. At the same time, energy demand is rising – and world events in 2022 have been a powerful reminder that energy reliability and affordability remain critical considerations, alongside climate. We believe that conventional fuels — and associated infrastructure operated as efficiently as possible – are essential to meeting society’s energy needs today, even as we move toward a net zero future. As a diversified energy company, we are uniquely positioned to help accelerate the global transition to a cleaner energy future.

To ensure the reliability and affordability of energy today while accelerating the energy transition, we’re bridging to a cleaner energy future by innovating across our value chain. Every part of our business is now systematically engaged in our work to meet our GHG targets. We’re reducing the emissions of existing infrastructure and processes, introducing cleaner fuels into the energy mix, turning promising technologies into scalable solutions, re-purposing existing infrastructure, and continuing to invest in new, lower-carbon infrastructure, including renewables.

    Enbridge’s renewable footprint has grown from a single wind farm in 2002 to over $8 billion in renewable energy investment.   We have the opportunity to invest $2+ billion per year in renewable power and lower-carbon solutions and expect to place into service ~ $2 billion through 2025.  

Delivering on our ESG commitments

In addition to our commitment to industry leading ESG goals, we made advancements on five additional energy transition pledges:

Enhanced commitments in 2022		Our progress to date1
Align investment decisions with long-term emissions reduction goals		Advanced our capital allocation framework to ensure all new investments account for carbon prices and are aligned with emissions reduction goals
Proactively work with organizations advancing science-based guidance for midstream		Continue to engage and collaborate with organizations developing guidance for the midstream sector – directly and through industry associations
Work with key suppliers to support Scope 3 emission reduction		Hosted our first global Supplier ESG Summit and baselined our top 100 suppliers’ ESG and carbon performance
Include a 1.5°C scenario (International Energy Agency Net Zero Scenario) as part of our Task Force on Climate-Related Financial Disclosure (“TCFD”) disclosures		Our TCFD disclosures in our latest Sustainability Report included a detailed 1.5°C pathway analysis of our diversified asset mix
Further develop lower-carbon partnerships		Partnership with First Nation Capital Investment Partnership to develop the Open Access Wabamun Carbon Hub Strategic partnerships with Shell, Svante, Walker Industries and Comcor Environmental, Vanguard Renewables and Capital Power to enhance our low-carbon expertise and accelerate our investment in complementary lower-emissions platform Acquired a 10% equity investment in Divert Inc., a leading renewable natural gas (RNG) infrastructure company – option to invest up to US$1 billion in RNG projects across the U.S. Advancing carbon sequestration partnership and study in U.S. Gulf Coast to support biodiversity and determine potential for artificial reef as a nature-based solution

¹  For further information, refer to our website at enbridge.com.

10 Enbridge Inc. 2023 Management Information Circular

Executive Summary          

Our progress on the “S”       •  Released our first Indigenous Reconciliation Action Plan—an important step in building strong relationships with Indigenous communities across North America   •  Landmark Indigenous economic partnership with 23 First Nation and Métis communities—11.57% interest in seven pipelines in northern Alberta for $1.12 billion   •  Invested $22M in more than 3,369 organizations across North America   •  First-ever employee Inclusion Survey launched   •  Expanded Engineering Futures Youth Mentorship Program to Calgary, Toronto and Houston   •  Building a more inclusive work environment through expanded employee resource groups   •  Commissioned artwork by local artists for major offices to express 2SLGBTQ+ pride and allyship     Awards and recognition   •  Governance Professionals of Canada Excellence in Governance Awards   –  2022 shortlisted in the category of Diversity, Equity & Inclusion   –  2021 winner in the category of Sustainability/ESG              ESG ratings and rankings   Enbridge has been recognized with several ESG and sustainability distinctions including:   •  Score of A- from CDP (formerly Carbon Disclosure Project)   •  Sustainalytics top 7% of industry group (Oil & Gas Storage and Transportation)   •  ISS ESG B Rating (top decile)         

12

About the Meeting

13	Meeting information
14	Voting information
17	Business of the meeting
18	Item 1: Election of directors
18	Director profiles
32	Mix of skills and experience
33	Item 2: Appointment of our auditor
35	Item 3: Advisory vote on executive compensation
35	Item 4: Shareholder rights plan
36	Item 5: Shareholder proposals

About the Meeting    

About the Meeting

Meeting information

Meeting date, time and location

May 3, 2023 at 1:30 p.m. MDT

Virtual Meeting via live audio webcast online at https://web.lumiagm.com/465779906, password “enbridge2023” (case sensitive)

Quorum

We need a quorum to hold the Meeting and transact business, which is at least three persons holding, or representing by proxy, at least 25% of the total number of issued and outstanding Enbridge shares. If you submit a properly executed form of proxy or vote by telephone or the internet, you will be considered part of the quorum.

How do I attend and participate at the Meeting?

We are holding our Meeting virtually, conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting regardless of their geographic location.

Login instructions for the virtual Meeting

• log in online at https://web.lumiagm.com/465779906 at least 15 minutes before the Meeting start time

• click “Login” and then enter your control number located on your form of proxy or your Username (see below) and Password “enbridge2023” (case sensitive).

    OR

• click “Guest” and then complete the online form.

You must remain connected to the internet at all times during the Meeting in order to vote at the appropriate time. You should allow ample time to check into the Meeting online and complete the related procedures. Please refer to our virtual meeting user guide for instructions regarding the registration and participation of shareholders at the Meeting, including a list of compatible web browsers and contact information for technical support. This guide will be available on SEDAR and on our website at enbridge.com/noticeandaccess.

Registered Shareholders: Registered shareholders who attend the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided

they are connected to the internet and comply with all requirements set out in this Circular.

You can log into the Meeting online by using the control number, which is located on your form of proxy, and the password “enbridge2023” (case sensitive).

Beneficial Owners: Beneficial owners may appoint a proxyholder (including themselves), as set forth below under “Appointment of a third party as proxy”. Duly appointed proxyholders who attend the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all requirements set out in this Circular. Beneficial owners who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests.

Computershare will provide the proxyholder with a Username by e-mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in “Appointment of a third party as proxy” below. Guests can listen to the Meeting but are not able to ask questions or vote.

Guidelines for the Meeting

• Any registered shareholder or duly appointed proxyholder who logs in at the virtual Meeting will have the opportunity to ask questions and vote in real time when voting commences.

• Shareholders are encouraged to vote by proxy prior to the Meeting by following the instructions on their form of proxy or voting instruction form. Shareholders who have voted in advance of the Meeting and do not wish to change their vote do not need to vote again during the Meeting.

• Voting at the Meeting will be conducted by virtual ballot.

• Questions or comments can be submitted in the text box (chat feature) of the webcast platform throughout the Meeting.

• Questions that relate to a specific motion must indicate which motion they relate to at the start of the question (e.g., “Directors”) and must be submitted prior to voting on the motion so they can be addressed at the appropriate time during the Meeting.

• If questions do not indicate which motion they relate to or are received after voting on the motion, they will be addressed during the general question and answer session, after the formal business of the meeting and the CEO’s remarks.

Enbridge Inc. 2023 Management Information Circular 13

• Written questions or comments submitted through the text box of the webcast platform will be read or summarized by a representative of Enbridge, after which the Chair or CEO will respond or direct the question to the appropriate person to respond.

• If several questions relate to the same or very similar topic, we may group the questions and state that we have received similar questions.

• An audio recording of the Meeting with real time captioning for the hearing impaired, including the general question and answer session after the formal business of the meeting and the CEO’s remarks, will be made available in the Investment Center – Events and Presentations section of our website under 2023 Annual Meeting of Shareholders.

These guidelines may vary from time to time depending on logistics and with a view to following best governance practices. A representative of Enbridge will provide an overview of these guidelines at the Meeting before the Meeting is called to order.

For more information, see “How to vote” below.

Delivery of meeting materials

As permitted by Canadian securities regulators, we are using notice-and-access to deliver the Circular and our annual report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) to both registered shareholders and beneficial owners.

This means that we will post the Circular and 2022 Annual Report online for our shareholders to access electronically. Notice-and-access is an environmentally friendly and cost-effective way to distribute the materials, as it reduces printing, paper and postage.

You will receive a package in the mail with a Notice of 2023 Annual Meeting and Notice of Availability of Meeting Materials (“Notice”). The Notice will outline the matters to be addressed at the Meeting and explain how to access the Circular and 2022 Annual Report online, how to request a paper copy, and how to return your proxy or voting instructions. You will also receive a virtual meeting user guide and a form of proxy or voting instruction form, as applicable, so you can vote your shares.

We will also mail a paper copy of the Circular and/or 2022 Annual Report to beneficial owners who requested to receive one. All applicable meeting materials will be forwarded to beneficial shareholders at Enbridge’s expense.

Voting information

Please carefully read this section, as it contains important information regarding how to vote your Enbridge shares. Registered shareholders will receive a form of proxy and beneficial owners will receive a voting instruction form.

Who can attend the Meeting and vote?

The Board has fixed March 7, 2023 as the record date for the purpose of determining shareholders entitled to receive the notice of Meeting and to vote at the Meeting (or any adjournment or postponement thereof). Only holders of common shares at 5:00 p.m. (Eastern Standard Time) on the record date are entitled to vote at the Meeting.

Our authorized share capital consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series. Each holder of common shares is entitled to one vote for each common share held. Preference shares do not have voting rights.

Who is soliciting my proxy?

Management of Enbridge is soliciting your proxy in connection with this Circular and the Meeting. The Company has retained Morrow Sodali to assist in communications with shareholders, solicit proxies, and provide related advice and support. In connection with these services, Morrow Sodali is expected to receive a fee from Enbridge not to exceed $65,000 plus reasonable out-of-pocket expenses. Proxies may be solicited by mail, in person, by telephone or electronically. If you have any questions or require more information regarding the procedures for voting your shares, you can contact Morrow Sodali by telephone at 1-888-999-2717 toll free in North America (1-289-695-3075 by collect call) or by email at assistance@morrowsodali.com.

Enbridge employees may also contact you by any of these methods to encourage you to vote. Enbridge will bear the entire cost of this solicitation and our employees do not receive a commission or any other form of compensation for it.

Voting recommendations

The Board recommends that you vote:

• FOR the election of each of the 11 director nominees;

• FOR the appointment of the auditors and authorize the directors to fix their remuneration;

• FOR the non-binding advisory resolution to accept our approach to executive compensation (say on pay);

• FOR the amendment, reconfirmation and approval of our shareholder rights plan; and

• AGAINST the shareholder proposals set forth in Appendix B of the Circular.

14 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

Voting by Enbridge proxyholders and exercise of discretion

If you appoint Gregory L. Ebel, our President and Chief Executive Officer (“CEO”), and Pamela L. Carter, our Board Chair (the “Enbridge proxyholders”) to act and vote on your behalf at the Meeting, as provided in the form of proxy or voting instruction form, but do not indicate how you want to vote your common shares, the Enbridge proxyholders will vote as the Board of Directors recommends (as set out above under “Voting recommendations”).

The form of proxy or voting instruction form also confers discretionary authority on the person(s) named to vote on any amendment or variation to the matters identified in the notice of Meeting and on any other matter properly coming before the Meeting. As of the date of this Circular, management is not aware of any such amendment, variation or other matter. If, however, any such amendment, variation or other matter properly comes before the Meeting, proxies will be voted at the discretion of the person(s) named on the form of proxy or voting instruction form. If you appoint a proxyholder other than the Enbridge proxyholders, please make them aware and ensure they attend the Meeting for the vote to count.

What is the difference between a registered shareholder and a beneficial owner?

You are a registered shareholder if your common shares are registered directly in your name with our transfer agent, Computershare Trust Company of Canada (“Computershare” or “Transfer Agent”). You may hold your common shares in the form of a physical share certificate or through the direct registration system (“DRS”) on the records of the Transfer Agent in electronic form.

You are a non-registered shareholder (or beneficial owner) if your bank, trust company, securities broker, trustee or other financial institution (your nominee) holds your common shares for you in a nominee account. This means you do not have a physical share certificate and do not hold through the DRS on the records of our Transfer Agent in electronic form. Instead, your common shares are recorded on the nominee’s electronic system.

What does it mean if I receive more than one Notice, form of proxy or voting instruction form?

If you receive more than one Notice, form of proxy or voting instruction form, it means that you hold shares in multiple accounts with the Transfer Agent, brokers or other nominees. The voting process is different for registered shareholders and beneficial owners. Please follow the instructions carefully and vote or provide voting instructions for all of the common shares you own.

How to vote

Enbridge shareholders may vote by proxy before the Meeting or vote at the Meeting, as described below.

1. Voting by proxy before the Meeting

You may vote before the Meeting by completing your form of proxy or voting instruction form in accordance with the instructions provided. Voting by proxy is the easiest way to vote. It means you are giving someone else (called your “proxyholder”) the authority to attend the Meeting and vote, as you have indicated on your form of proxy, on your behalf. The vast majority of shareholders vote by proxy in advance of the Meeting. All shareholders are encouraged to vote by proxy before the Meeting.

Gregory L. Ebel, our President & CEO, and Pamela L. Carter, our Board Chair, have agreed to act as the Enbridge proxyholders. Proxyholders must vote your common shares according to your instructions, including on any ballot that may be called. If there are changes to the items of business or new items properly come before the Meeting, a proxyholder can vote as he or she sees fit. You can appoint someone else to be your proxyholder. This person does not need to be a shareholder. See “Appointment of a third party as proxy” below.

Registered Shareholders: There are three ways for registered shareholders to vote by proxy before the Meeting:

	You may vote on the internet by logging on to the website indicated on the form of proxy, investorvote.com, and following the website prompts. You may also scan the QR code on your form of proxy.
	You may vote by calling the toll-free telephone number 1-866-732-8683. You will be prompted to provide your control number printed on the form of proxy. If you vote by telephone, you may not appoint a person as proxyholder other than the Enbridge proxyholders named in the form of proxy.
	You may vote by completing, signing and returning the form of proxy in the postage-paid envelope provided.

Proxies, whether submitted through the internet or by telephone or mail as described above, must be received by the Transfer Agent by 1:30 p.m. MDT on May 1, 2023. If the Meeting is postponed or adjourned, your instructions must be received not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time the Meeting is reconvened. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at their discretion without notice.

For any voting questions, contact Computershare at 1-866-276-9479 (toll free in North America) or 1-514-982-8696 (outside North America).

Enbridge Inc. 2023 Management Information Circular 15

Beneficial owners: Beneficial owners will receive a Notice and voting instruction form indirectly through their broker or other intermediary. The Notice contains instructions on how to access the meeting materials and return your voting instructions. You should also carefully follow all voting instructions provided by your broker or intermediary to ensure your shares are voted. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out in this Circular.

Without specific instructions, Canadian brokers and their agents or nominees are prohibited from voting common shares for the broker’s client. Without specific instructions, U.S. brokers and their agents or nominees are prohibited from voting common shares for the broker’s client with respect to “non-routine” matters, including the election of directors, the non-binding advisory vote on our approach to executive compensation, the amendment, reconfirmation and approval of our shareholder rights plan, and the shareholder proposals, but may vote such common shares with respect to “routine” matters, including the appointment of an auditor. When a broker is unable to vote on a proposal because it is non-routine and the owner of the common shares does not provide voting instructions, a “broker non-vote” occurs. Broker non-votes have no effect on the vote on such a proposal because they are not considered present and entitled to vote.

For any voting questions, contact your broker, intermediary or nominee.

2. Voting at the Meeting

Registered Shareholders: Registered shareholders may vote at the Meeting by completing a ballot online during the Meeting.

Beneficial owners: If you are a beneficial owner and wish to vote at the Meeting, you must appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you (if permitted) and must follow all of the applicable instructions provided by your intermediary.

Beneficial owners who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting. This is because the Company and our Transfer Agent do not have a record of the non-registered shareholders of the Company, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.

For more information, see “How do I attend and participate at the Meeting?” and “Appointment of a third party as proxy”.

Appointment of a third party as proxy

The following applies to shareholders who wish to appoint someone other than the Enbridge proxyholders as their proxyholder to attend and participate at the Meeting and vote their shares. This includes beneficial owners who wish to appoint themselves as proxyholder. Failure to complete both Step 1 and Step 2 will result in the proxyholder not receiving a Username to ask questions and vote at the Meeting and only being able to attend as a guest.

Step 1

• Submit your form of proxy or voting instruction form: To appoint someone other than the Enbridge proxyholders as proxyholder, insert that person’s name in the space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting the form of proxy or voting instruction form. This must be completed before moving to step 2 (registering your proxyholder).

• Beneficial owners: If you are a beneficial owner and wish to participate or vote at the Meeting, you must insert your own name in the space provided on the voting instruction form and follow all of the applicable instructions provided by your intermediary. You must also register yourself as your proxyholder, as described in Step 2 below. By doing so, you are instructing your intermediary to appoint you as proxyholder.

• Beneficial owners located in the United States: In addition to the steps described above under “How do I attend and participate at the Meeting?”, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you. If you did not receive a legal proxy form, contact your intermediary to request one. After obtaining a valid legal proxy from your intermediary, you must then submit your legal proxy to Computershare via e-mail or by courier to: uslegalproxy@computershare.com or Computershare, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, Canada. In either case, your request must be labeled “Legal Proxy” and received no later than the voting deadline of 1:30 p.m. MDT on May 1, 2023.

Step 2

• Register your proxyholder: To register a third party proxyholder, shareholders must visit https://www.computershare.com/EnbridgeAGM by 1:30 p.m. MDT on May 1, 2023 and provide Computershare with the required proxyholder contact information so that Computershare can provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to ask questions and vote at the Meeting and will only be able to attend as a guest.

16 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

For more information, see “How do I attend and participate at the Meeting?”.

How can I change or revoke my vote?

Registered shareholders: You may change a vote you made by proxy by voting again, in advance of the deadline, using any of the available means described above under “Voting by proxy before the Meeting”. Your new instructions will revoke your earlier instructions.

If you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy.

If you are a registered shareholder and voted by proxy, you can also revoke your voting instructions by:

• sending us a notice in writing (from you or a person authorized to sign on your behalf). We must receive it by 5 p.m. MDT on May 2, 2023, or by 5 p.m. MDT on the business day before the Meeting is reconvened if it was postponed or adjourned. Send your notice to the Corporate Secretary, Enbridge Inc., 200, 425-1st Street S.W., Calgary, Alberta, T2P 3L8 by email at CorporateSecretary@enbridge.com; or

• any other manner permitted by law.

Beneficial owners: Contact your broker or nominee to find out how to change or revoke your voting instructions and the timing requirements for doing so. Intermediaries may set deadlines for the receipt of revocation notices that are further in advance of the Meeting than those set out above; accordingly, any revocation should be completed well in advance of the deadline outlined in the voting instruction form to ensure it is given effect at the Meeting.

What is the voting deadline?

If voting by proxy, your proxy must be received by 1:30 p.m. MDT on May 1, 2023, regardless of the voting method you choose. If the Meeting is postponed or adjourned, your instructions must be received not later than 48 hours (excluding, Saturdays, Sundays and statutory holidays) before the time the Meeting is reconvened. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at their discretion without notice.

The Company reminds shareholders that only the most recently dated voting instructions will be counted and any prior dated instructions will be disregarded.

Employee savings plan voting information

If you participate in the Enbridge Employees’ Savings Plan or the Enbridge Employee Services, Inc. Employees’ Savings Plan and have Enbridge shares under the applicable plan, you have the right to provide voting directions to the applicable third-party administrator for those Enbridge shares. Enbridge shares held by plan participants will be voted in accordance with the instructions received from the plan participant. If you elect not to provide voting directions to the applicable third-party administrator, the Enbridge shares that you beneficially own under the applicable plan will not be voted.

Please note – plan participants will have an earlier voting deadline so that the voting instructions from plan participants can be processed in time to allow the applicable third-party administrator to vote before the proxy cut-off at 1:30 p.m. MDT on May 1, 2023. Please refer to your voting instruction form for details of the cut-off applicable to each plan.

How will votes be tabulated?

Proxies will be counted and tabulated by the Transfer Agent. Proxies will be submitted to management where they contain comments clearly intended for management or to meet legal requirements.

How do I contact the Transfer Agent?

Registered shareholders may contact Computershare, our Transfer Agent, at 1-866-276-9479 (toll free in North America) or 1-514-982-8696 (outside North America), with any voting questions.

Business of the Meeting

Financial statements

Our audited consolidated financial statements for the year ended December 31, 2022 and the report of the auditors thereon will be placed before the shareholders at the Meeting. You can view, download or request a copy of our 2022 Annual Report (which includes the financial statements) by following the instructions on the Notice. You can also view or download a copy from our website (enbridge.com), or you can request a copy from our Investor Relations department using the contact information on page 68. The 2022 Annual Report is also available at sedar.com.

Enbridge Inc. 2023 Management Information Circular 17

ITEM 1: Election of directors

Shareholders elect directors to the Board for a term of one year, expiring at the end of the next annual meeting. Shareholders will be asked to elect 11 directors at the Meeting. All of our 11 incumbent directors are nominated for re-election. All of the directors standing for election are independent except for Gregory L. Ebel, our President & CEO. There is no familial relationship between any of the nominated directors or our executive officers.

You may vote for all 11 of the director nominees, vote for some and against others, or vote against all of them. Unless you instruct otherwise, the Enbridge proxyholders will vote “for” each of the director nominees.

As at the date of this Circular, the Company has received no notice of any other proposed director nominees. Any such nominations would need to be made in accordance with our Advance Notice By-Law as described on page 38 of this Circular.

Vote required for approval:

The director nominees receiving votes cast in their favour that represent a majority of the votes duly cast for and against them at the Meeting will be elected to the Board.

The Board recommends that shareholders vote “FOR” the election of each nominee set forth below, to hold office until the close of the next annual meeting of shareholders or until their respective successors have been elected.

Majority voting for directors

In accordance with and subject to the Canada Business Corporations Act (“CBCA”), directors stand for election each year at the annual meeting of shareholders, and a separate vote of shareholders is taken with respect to each candidate nominated for director. If there is only one candidate nominated for each position available on the Board (an uncontested election), each candidate is elected only if the number of votes cast in their favor represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy. If an incumbent director is not re-elected in an uncontested election, the Director may continue in office until the earlier of the 90th day after the day of the election and the day on which their successor is appointed or elected. Majority voting will not apply in the case of a contested election of directors, in which case the directors will be elected by a plurality of votes of the shares represented in person or by proxy at the meeting and voted on the election of directors.

Nominees for election to the Board

Director profiles

The profiles that follow provide information about the director nominees, including their backgrounds, experience, current directorships, Enbridge shares and deferred share units (“DSUs”) held and the Board committees they sit on. Additional information regarding skills and experience of our director nominees can be found beginning on page 32.

18 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

Mayank (Mike) M. Ashar
Age 67 Calgary, Alberta, Canada Independent Director since July 29, 2021 Latest date of retirement: May 2030 2022 annual meeting votes for: 99.45%	Mr. Ashar has been Principal at Bison Refining and Trading LLC since 2018. He was previously an Advisor at Reliance Industries Limited from 2016 to 2018 and an Executive Director, Managing Director and Chief Executive Officer of Cairn Energy India Ltd. from 2014 to 2016. Prior to that, Mr. Ashar served as President of Irving Oil Ltd. from 2008 to 2013. He held various senior leadership positions at Suncor Energy Inc. from 1987 to 2008. Mr. Ashar holds an MBA, BA, MEng and BA Sc from University of Toronto. Mr. Ashar is a member of the Institute of Corporate Directors (“ICD”).
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors					14 out of 14		100%
	Governance					4 out of 4		100%
	Human Resources and Compensation					5 out of 5		100%
	Total					23 out of 23		100%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and  DSUs4	Minimum required5
			64,000		10,248	$3,902,475		$1,219,500
	Other board/board committee memberships6
	Public6
	Teck Resources Ltd. (public mining and mineral development company)7					•  Director •  Member, audit committee and compensation committee

Enbridge Inc. 2023 Management Information Circular 19

Gaurdie E. Banister
Age 65 Houston, Texas, USA Independent Director since November 4, 2021 Latest date of retirement: May 2033 2022 annual meeting votes for: 99.47%	Mr. Banister was President and CEO of Aera Energy LLC, an oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil from 2007 to 2015. Prior to that, Mr. Banister held various senior leadership positions at Shell from 1980 to 2007. Mr. Banister holds a BA Sc (Metallurgical Engineering) from South Dakota School of Mines and Technology. In February 2023, Mr. Banister was recognized as one of the Top 25 Black Board Members in the U.S. by BoardProspects.
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors					14 out of 14		100%
	Audit, Finance and Risk					5 out of 5		100%
	Safety and Reliability					4 out of 4		100%
	Total					23 out of 23		100%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and  DSUs4	Minimum required5
			16,449		8,113	$1,290,979		$1,219,500
	Other board/board committee memberships6
	Public6
	Dow, Inc. (public materials science company)					•  Director •  Member, compensation and leadership development committee and the health, safety, environment and technology committee
	Private6
	Russell Reynolds Associates (private leadership advisory and search firm)					•  Chair •  Member, compensation committee
	Different Points of View (private leadership and safety advisory firm)					•  Chair & Chief Executive Officer
	Former US-listed company directorships (last 5 years)
	Tyson Foods
	Bristow Group Inc.
	Marathon Oil Corporation

20 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

Pamela L. Carter
Age 73 Franklin, Tennesee, USA Independent Director since February 27, 2017 Latest date of retirement: May 2025 2022 annual meeting votes for: 96.47%	Ms. Carter was appointed as Chair of the Board effective January 1, 2023. and has served as a director since February 27, 2017. She was the Vice President of Cummins Inc. and President of Cummins Distribution Business, a division of Cummins Inc., a designer, manufacturer and marketer of diesel engines and related components and power systems, from 2008 until her retirement in 2015. Ms. Carter joined Cummins Inc. in 1997 as Vice President – General Counsel and Corporate Secretary and held various management positions within Cummins. Prior to joining Cummins Inc., Ms. Carter served in the private practice of law as partner and associate and in various capacities with the State of Indiana, including Parliamentarian in the Indiana House of Representatives, Deputy Chief-of-Staff to Governor Evan Bayh, Executive Assistant for Health Policy and Human Services and Securities Enforcement Attorney for the Office of the Secretary of State. She served as the Attorney General for the State of Indiana from 1993 to 1997 and was the first African American woman to be elected state attorney general in the U.S. Ms. Carter holds a BA (Bachelor of Arts) from the University of Detroit, MSW (Master of Social Work) from the University of Michigan, JD (Doctor of Jurisprudence) from McKinney School of Law, Indiana University, and attended the Harvard Kennedy School in Public Administration for Senior Executives in State Government. Ms. Carter received a 2018 Sandra Day O’Connor Board Excellence Award honoring her for her demonstrated commitment to board excellence and diversity. She also received an award as one of the top 100 board members from NACD in 2018 and top 25 director from Black Enterprise, 2018. Ms. Carter was named by Savoy Magazine as one of the 2021 Most Influential Black Corporate Directors.
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors					14 out of 14		100%
	Sustainability					4 out of 4		100%
	Human Resources and Compensation (Chair)8					4 out of 4		100%
	Total					22 out of 22		100%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and  DSUs4	Minimum required5
			48,097		18,896	$3,521,152		$1,219,500
	Other board/board committee memberships6
	Public6
	Hewlett Packard Enterprise Company (public technology company)					•  Director •  Chair, human resources and compensation committee •  Member, audit committee
	Broadridge Financial Solutions Inc. (public financial services company)					•  Director •  Chair, audit committee •  Member, governance and nominating committee
	Former US-listed company directorships (last 5 years)
	CSX Corporation

Enbridge Inc. 2023 Management Information Circular 21

Susan M. Cunningham
Age 67 Houston, Texas, USA Independent Director since February 13, 2019 Latest date of retirement: May 2031 2022 annual meeting votes for: 97.34%	Ms. Cunningham was an Advisor for Darcy Partners from 2017 to 2019. From 2014 to 2017, Ms. Cunningham was Executive Vice President, EHSR (Environment, Health, Safety, Regulatory) and New Frontiers (global exploration, new ventures, geoscience and business innovation) at Noble Energy, Inc. From 2001 to 2013, she held various senior management roles with Noble Energy, Inc. Prior thereto, Ms. Cunningham held positions with Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation. Ms. Cunningham holds a BA in Geology and Geography from McMaster University and is a graduate of Rice University’s Executive Management Program. She was also Chairman of the OTC (Offshore Technology Conference) from 2010 to 2011.
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors					14 out of 14		100%
	Sustainability (Chair)					4 out of 4		100%
	Human Resources and Compensation					5 out of 5		100%
	Safety and Reliability9					2 out of 2		100%
	Total					25 out of 25		100%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and  DSUs4	Minimum required5
			2,581		16,760	$1,016,563		$1,219,500
	Other board/board committee memberships6
	Public6
	Chord Energy Corporation (formerly known as “Whiting Petroleum Corporation”) (public oil and gas exploration and production)					•  Director •  Chair, environmental, social and governance committee •  Member, audit committee
	Former US-listed company directorships (last 5 years)
	Oil Search Limited

22 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

Gregory L. Ebel
Age 58 Houston, Texas, USA Not Independent Director since February 27, 2017 Latest date of retirement: May 2039 2022 annual meeting votes for: 85.36%	Mr. Ebel has been President & Chief Executive Officer of Enbridge since January 1, 2023. Mr. Ebel was Chair of the Board from February 27, 2017 until December 31, 2022. He served as Chairman, President and CEO of Spectra Energy Corp (“Spectra Energy”) from 2009 until February 27, 2017. Prior to that time, Mr. Ebel served as Spectra Energy’s Group Executive and Chief Financial Officer beginning in 2007. He served as President of Union Gas Limited from 2005 until 2007, and Vice President, Investor Shareholder Relations of Duke Energy Corporation from 2002 until 2005. Mr. Ebel joined Duke Energy in 2002 as Managing Director of Mergers and Acquisitions in connection with Duke Energy’s acquisition of Westcoast Energy Inc. Mr. Ebel holds a BA (Bachelor of Arts, Honours) from York University and is a graduate of the Advanced Management Program at the Harvard Business School. Mr. Ebel has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University’s CERT division.
	Enbridge Board/Board committee memberships10					Meeting attendance1
	Board of Directors					13 out of 14		93%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares (excluding stock options)4	Minimum required11
			651,845		50,179	$36,898,381		N/A
	Other board/board committee  memberships6
	Public6
	The Mosaic Company (public producer and marketer of concentrated phosphate and potash)					•  Chair of the Board •  Member, audit committee and corporate governance and nominating committee
	Former US-listed company directorships (last 5 years)
	Baker Hughes Company

Enbridge Inc. 2023 Management Information Circular 23

Jason B. Few
Age 56 Westport, Connecticut, USA Independent Director since May 4, 2022 Latest date of retirement: May 2041 2022 annual meeting votes for: 90.03%	Mr. Few is President & CEO of FuelCell Energy, Inc., a global leader in manufacturing stationary fuel cell energy platforms for decarbonizing power and producing hydrogen. FuelCell Energy’s purpose is to enable a world empowered by clean energy. For more than 35 years, he has been a business leader, entrepreneur, and technology leader across various industries. He is also the founder and senior managing partner of BJF Partners, LLC, a privately held strategic transformation consulting firm, where he has served since 2016. Mr. Few has worked at the intersection of transformation across technology and energy for Global Fortune 500, small/mid-cap, and privately held energy, technology, and telecommunication firms, including NRG/Reliant, Continuum Energy, Motorola, AT&T, and Sustayn Analytics L.L.C. Mr. Few holds an MBA (Master of Business Administration) from Northwestern University’s J.L. Kellogg School of Management, and a BBA (Computer systems in Business) from Ohio University School of Business.
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors12					11 out of 11		100%
	Audit, Finance and Risk12					N/A		N/A
	Sustainability12					2 out of 2		100%
	Safety and Reliability12					2 out of 2		100%
	Total					15 out of 15		100%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and  DSUs4	Minimum required5
			-		2,263	$118,943		$1,219,500
	Other board/board committee memberships6
	Public6
	FuelCell Energy, Inc. (public molten carbonate fuel cell technology company)					•  Director •  Chair, executive committee
	Private6
	Atlantic Aviation (flight support and ground handling services)					•  Director •  Member, ESG committee
	Former US-listed company directorships (last 5 years)
	Marathon Oil Corporation

24 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

Teresa S. Madden
Age 67 Boulder, Colorado, USA Independent Director since February 12, 2019 Latest date of retirement: May 2031 2022 annual meeting votes for: 96.77%	Ms. Madden was the Executive Vice President and Chief Financial Officer of Xcel Energy, Inc., an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Prior thereto, Ms. Madden held positions with Rogue Wave Software, Inc. as well as New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. Ms. Madden holds a BS (Bachelor of Science) in Accounting from Colorado State University and an MBA (Master of Business Administration) from Regis University. Ms. Madden has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University’s CERT division.
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors					14 out of 14		100%
	Audit, Finance and Risk (Chair)					5 out of 5		100%
	Governance					4 out of 4		100%
	Total					23 out of 23		100%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and DSUs4	Minimum required5
			1,000		17,148	$953,859		$1,219,500
	Other board/board committee memberships6
	Public6
	The Cooper Companies, Inc. (public medical device company)					•  Director •  Chair, audit committee •  Member, organization and compensation committee
	Former US-listed company directorships (last 5 years)
	Peabody Energy Corp.

Enbridge Inc. 2023 Management Information Circular 25

Stephen S. Poloz
Age 67 Ottawa, Ontario, Canada Independent Director since June 4, 2020 Latest date of retirement: May 2031 2022 annual meeting votes for: 97.66%	Mr. Poloz was Governor of the Bank of Canada from 2013 to 2020, in which capacity he served as Chair of the Board of Directors, and on the Board of Directors of the Bank for International Settlements (BIS). Prior to this, Mr. Poloz spent 14 years with Export Development Canada, in various roles including Chief Economist, Head of Lending, and President & Chief Executive Officer. He previously spent 5 years as managing editor of The International Bank Credit Analyst at BCA Research, and 14 years at the Bank of Canada in economic research and forecasting. He holds an Honours BA in Economics from Queen’s University, and an MA and PhD in Economics from the University of Western Ontario. He is an Honourary Certified International Trade Professional and a graduate of Columbia University’s Senior Executive Program. He is also author of The Next Age of Uncertainty: How the World Can Adapt to a Riskier Future, published by Penguin Random House Canada.
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors					14 out of 14		100%
	Audit, Finance and Risk					5 out of 5		100%
	Governance (Chair)					4 out of 4		100%
	Safety and Reliability13					2 out of 2		100%
	Total					25 out of 25		100%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and DSUs4	Minimum required5
			-		13,751	$722,753		$1,219,500
	Other board/board committee memberships6
	Public6
	CGI Inc. (public IT and business consulting services company)					•  Director •  Member, audit and risk management committee
	Private6
	Omni Conversion Technologies Inc. (private waste conversion company)					•  Director •  Chair, governance and talent committee

26 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

S. Jane Rowe
Age 63 Toronto, Ontario, Canada Independent Director since November 4, 2021 Latest date of retirement: May 2034 2022 annual meeting votes for: 99.43%	Ms. Rowe has been Vice Chair, Investments, Ontario Teachers’ Pension Plan since 2020. From 2019 to 2020, she was Executive Managing Director, Equities, Ontario Teachers, an independent organization responsible for administering and managing the assets of the Ontario Teachers’ Pension Plan. Prior to that, she was Senior Managing Director, Ontario Teachers’ Private Capital from 2010 to 2019. Ms. Rowe held several executive positions at Scotiabank from 1987 to 2010, including President and Chief Executive Officer of Scotia Mortgage Corporation and Roynat Capital Inc. Ms. Rowe holds an MBA (Master of Business Administration) from York University, Schulich School of Business, ON and a BCom (Hon.) (Bachelor of Commerce) from Memorial University. Ms. Rowe is a member of the ICD.
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors					14 out of 14		100%
	Governance					4 out of 4		100%
	Human Resources and Compensation					5 out of 5		100%
	Total					23 out of 23		100%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and DSUs4	Minimum required5
			19,100		4,056	$1,217,079		$1,219,500
	Other board/board committee memberships6
	Public6
	TD Bank Financial Group					•  Director •  Member, audit committee
	Private6
	CFPT Trustee Inc.					•  Director •  Chair, human resources and compensation committee •  Member, audit committee
	Kipling Investments Belgium NV					•  Director

Enbridge Inc. 2023 Management Information Circular 27

Dan C. Tutcher
Age 74 Houston, Texas, USA Independent Director since May 3, 2006 Latest date of retirement: May 2024 2022 annual meeting votes for: 97.39%	Mr. Tutcher is on the Board of Directors of Gulf Capital Bank, where he is Chair of the Governance Committee. Mr. Tutcher was Managing Director, Public Securities on the Energy Infrastructure Equities team for Brookfield’s Public Securities Group from October 2018 until February 2021. Prior to joining Brookfield in 2018, Mr. Tutcher was President & Chair of the Board of Trustees of Center Coast MLP & Infrastructure Fund since 2013 and a Principal in Center Coast Capital Advisors L.P. since its inception in 2007. He was the Group Vice President, Transportation South of Enbridge, as well as President of Enbridge Energy Company, Inc. (general partner of former Enbridge sponsored affiliate Enbridge Energy Partners, L.P.) and Enbridge Energy Management, L.L.C. (another former Enbridge sponsored vehicle) from May 2001 until May 1, 2006. From 1992 to May 2001, he was the Chair of the Board of Directors, President & Chief Executive Officer of Midcoast Energy Resources, Inc. Mr. Tutcher holds a BBA (Bachelor of Business Administration) from Washburn University.
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors					14 out of 14		100%
	Sustainability					3 out of 4		75%
	Safety and Reliability (Chair)					3 out of 4		75%
	Total					20 out of 22		91%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and  DSUs4	Minimum required5
			626,649		173,545	$42,058,197		$1,219,500
	Other board/board committee memberships6
	Private6
	Gulf Capital Bank					•  Director •  Chair, governance committee

28 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

Steven W. Williams
Age 67 Calgary, Alberta, Canada Independent Director since May 4, 2022 Latest date of retirement: May 2031 2022 annual meeting votes for: 99.52%	Mr. Williams has more than 40 years of international energy industry experience. He served as Chief Executive Officer of Suncor Energy from 2012 to 2019 and as President from 2011 to 2018. Prior to that, Mr. Williams held various senior leadership roles at Suncor and 18 years at Esso/Exxon. Mr. Williams is one of 12 founding Chief Executive Officers of Canada’s Oil Sands Innovation Alliance and attended the 2015 United Nations Climate Change Conference in Paris, France as an official member of the Government of Canada delegation. Mr. Williams has a BSc (Honours) in chemical engineering from Exeter University and is a Fellow of the Institution of Chemical Engineers. He is also a graduate of the business economics program at Oxford University and the advanced management program at Harvard Business School. Mr. Williams is a member of the ICD.
	Enbridge Board/Board committee memberships					Meeting attendance1
	Board of Directors14					11 out of 11		100%
	Audit, Finance and Risk14					3 out of 3		100%
	Human Resources and Compensation (Chair)14					1 out of 1		100%
	Safety and Reliability14					2 out of 2		100%
	Total					17 out of 17		100%
	Enbridge shares and DSUs held2
		Enbridge shares		DSUs3		Total market value of Enbridge shares and  DSUs4	Minimum required5
			5,000		4,565	$502,736		$1,219,500
	Other board/board committee memberships6
	Public6
	Alcoa Inc. (public aluminum manufacturing company)					•  Chair of the Board

¹  Percentages are rounded to the nearest whole number. Includes all meetings held in 2022.

² Based on information provided by the director nominees and is as at March 2, 2023.

³  DSUs refer to deferred share units and are defined on page 63 of this Circular.

⁴  Total market value = number of common shares or DSUs × closing price of Enbridge shares on the TSX on March 2, 2023 of $52.56, rounded to the nearest dollar.

⁵  Directors must hold at least three times their annual US$300,000 Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.3550, the published WM/Reuters 4 pm London exchange rate for December 30, 2022. All current directors meet or exceed this requirement except Mses. Cunningham, Madden and Rowe, who have until February 13, 2024, February 12, 2024 and November 4, 2026, respectively, and Messrs. Few, Williams and Poloz, who have until May 4, 2027, May 4, 2027, and June 4, 2025, respectively, to meet this requirement.

⁶  Public means a corporation or trust that is a reporting issuer in Canada, a registrant in the U.S., or both, that has publicly listed equity securities. Private means a corporation or trust that is not a reporting issuer or registrant.

⁷  Mr. Ashar will not be standing for re-election as a director of Teck Resources Ltd. in 2023.

⁸  Ms. Carter ceased being Chair, and a member of the Human Resources and Compensation Committee, on November 29, 2022. She was appointed Chair of the Board effective January 1, 2023.

⁹ Ms. Cunningham ceased being a member of the Safety and Reliability Committee on May 4, 2022.

¹⁰  Mr. Ebel is not a member of any Board committee, but as President & CEO he attends their meetings at the request of such committees.

¹¹ As President & CEO, Mr. Ebel is required to hold Enbridge shares equal to six times his base salary (see page 100).

¹²  Mr. Few was appointed to the Board, Sustainability Committee and Safety and Reliability Committee on May 4, 2022 and was appointed to the Audit, Finance and Risk Committee effective January 1, 2023.

¹³  Mr. Poloz ceased being a member on the Safety and Reliability Committee on May 4, 2022.

¹⁴  Mr. Williams was appointed to the Board, Audit, Finance and Risk Committee and Safety and Reliability Committee on May 4, 2022. He was appointed Chair of the Human Resources and Compensation Committee on November 29, 2022. He ceased being a member of the Audit, Finance and Risk Committee effective January 1, 2023.

Enbridge Inc. 2023 Management Information Circular 29

Current Board committee participation

The following table outlines Board committee participation as of the date of this Circular. Each of our Board committees is comprised entirely of independent Board members. Gregory L. Ebel is not a member of any Board committees; he attends committee meetings in his capacity as President & CEO.

Audit, Finance and   Risk Committee	Sustainability Committee	Governance Committee	Human Resources and Compensation Committee	Safety and Reliability Committee
Teresa S. Madden   (Chair)	Susan M. Cunningham (Chair)	Stephen S. Poloz (Chair)	Steven W. Williams (Chair)	Dan C. Tutcher (Chair)
Gaurdie E. Banister	Pamela L. Carter	Mayank M. Ashar	Mayank M. Ashar	Gaurdie E. Banister
Jason B. Few	Jason B. Few	Teresa S. Madden	Susan M. Cunningham	Jason B. Few
Stephen S. Poloz	Dan C. Tutcher	S. Jane Rowe	S. Jane Rowe	Steven W. Williams

¹ Ms. Madden and Mr. Few each qualify as an audit committee financial expert, as defined under the U.S. Securities Exchange Act of 1934, as amended. The Board has also determined that all members of the Audit, Finance and Risk Committee are financially literate according to the meaning of National Instrument 52-110 – Audit Committees and the rules of the NYSE.

Board and committee meeting attendance

The total number of Board and Committee meetings held in 2022, together with director attendance, are outlined in the following table.

Board/committee	Total number of meetings in 2022		Overall attendance
Board		14		99%
Audit, Finance and Risk Committee		5		100%
Sustainability Committee		4		93%
Governance Committee		4		100%
Human Resources and Compensation Committee		5		100%
Safety and Reliability Committee		4		94%
Total		36		99%

30 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

					Board committees
	Board (14 meetings)				Audit, Finance and Risk Committee (5 meetings)				Sustainability Committee (4 meetings)				Governance Committee (4 meetings)				Human Resources and Compensation Committee (5 meetings)				Safety and Reliability Committee (4 meetings)
Director1	#		%		#		%		#		%		#		%		#		%		#		%
Mayank M. Ashar		14		100										4		100		5		100
Gaurdie E. Banister		14		100		5		100														4		100
Pamela L. Carter		14		100						4		100						4		100
Susan M. Cunningham		14		100						4		100						5		100		2		100
Gregory L. Ebel2		13		93		5		100		4		100		4		100		4		80		4		100
Jason B. Few		11		100						2		100										2		100
Teresa S. Madden		14		100		5		100						4		100
Stephen S. Poloz		14		100		5		100						4		100						2		100
S. Jane Rowe		14		100										4		100		5		100
Dan C. Tutcher		14		100						3		75										3		75
Steven W. Williams		11		100		3		100										1		100		2		100

¹  For changes to committee appointments made during 2022, refer to the footnotes to the director profiles on page 29.

²  Mr. Ebel is not a member of any Board committee. As Board Chair in 2022, he attended Board committee meetings at the request of such committees. Mr. Ebel did not attend one Board meeting in 2022 as he abstained from attending the meeting pursuant to our Statement on Business Conduct.

Board diversity and tenure

Four of Enbridge’s 11 directors (36%) are women, one of whom is our Board Chair, and two of whom serve as Board committee chairs. Four of Enbridge’s 11 directors (36%) self-identify as members of underrepresented ethnic and racial groups. The average tenure for our directors is approximately 4.15 years. For further information on our diversity and inclusion policies, our diversity and inclusion goals, guidelines for director retirement and the latest date of retirement for each director nominee, please refer to the “Executive Summary” beginning on page 2, “Director profiles” beginning on page 18, “Director tenure” on page 47, and “Diversity, equity and inclusion” beginning on page 49.

Enbridge Inc. 2023 Management Information Circular 31

Mix of skills and experience

We maintain a skills and experience matrix for our directors that we use in our assessment of Board composition and in the recruitment of new directors. The table below indicates each director nominee’s skills and experience, based on self-assessments.

Area
Primary Industry Background
Energy	●	●	●	●	●	●	●			●	●
Utilities		●	●		●	●	●				●
Industrial	●	●	●		●	●					●
Financial Services			●		●			●	●	●
Functional Experience
Accounting/Finance/Audit/Economics1	●	●	●	●	●	●	●	●	●	●	●
Capital Markets and Mergers and Acquisitions2		●	●	●	●	●	●		●	●	●
CEO/Executive Leadership3	●	●	●	●	●	●	●	●	●	●	●
Energy Transition4	●	●	●	●	●	●	●			●	●
ESG, Corporate Social Responsibility and Sustainability5	●	●	●	●	●	●	●	●	●	●	●
Governance6	●	●	●	●	●	●	●	●	●	●	●
Government, Policy, Legal and Regulatory7	●	●	●	●	●	●	●	●	●	●	●
Health, Safety and Environment8	●	●	●	●	●	●	●			●	●
Human Resources/Compensation9	●	●	●	●	●	●	●	●	●	●	●
Industry – Energy/Midstream/Utilities/ Transportation10	●	●	●	●	●	●	●	●	●	●	●
International Business11	●	●	●	●	●	●	●	●	●	●	●
Operations12	●	●	●	●	●	●		●	●	●	●
Risk Management13	●	●	●	●	●	●	●	●	●	●	●
Strategy and Leading Growth14	●	●	●	●	●	●	●	●	●	●	●
Information Technology/Cybersecurity15		●	●	●	●	●	●				●

¹ Experience in financial accounting, reporting and corporate finance with knowledge of internal controls.

² Experience with capital raising transactions and M&A transactions.

³ Experience as a CEO, CFO or executive officer of a publicly listed company or major organization.

⁴ Experience with policy, regulations, operations, transactions relating to renewable energy sources, new energy technologies, and climate change.

⁵ Understanding of ESG, corporate social responsibility and sustainability practices and their relevance to corporate success.

⁶ Experience as a board member of a publicly listed company or major organization.

⁷ Experience in, or a strong understanding of, the workings of government and public policy in Canada, U.S. and internationally, legal and regulatory, and in stakeholder engagement or management.

⁸ Thorough understanding of industry regulations and public policy and leading practices of workplace safety, health and the environment.

⁹ Strong understanding of compensation, benefit and pension programs, legislation and agreements, with specific expertise in executive compensation programs.

¹⁰ Experience in the energy industry (including pipelines), and knowledge of markets, financials, operational issues and regulatory issues.

¹¹ Experience working in a major organization with global operations where Enbridge is or may be active.

¹² Experience overseeing operations as a senior executive with a strong understanding of operating plans and business strategy.

32 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

¹³ Experience in risk governance, including oversight of annual review of principal risks or identifying principal risks, or monitoring or implementing a risk management program.

¹⁴ Experience driving strategic direction and leading growth of an organization.

¹⁵ Experience in information technology and data security systems.

Board interlocks

As at March 2, 2023, no two director nominees are members of the same board of directors of another public company.

ITEM 2: Appointment of our auditor

PricewaterhouseCoopers LLP (“PwC”) were last appointed as our auditors at our annual meeting of shareholders, held on May 4, 2022. If PwC are reappointed, they will serve as our auditors until the end of the next annual meeting of shareholders. PwC (formerly Price Waterhouse) have been our auditors since 1992 and have been the auditors for Enbridge Pipelines Inc., our subsidiary, since 1949.

Representatives from PwC are expected to be present at the Meeting and will have an opportunity to make a statement if they desire to do so and will be available to respond to questions.

The Board, on the recommendation of the Audit, Finance and Risk Committee (“AFRC”), proposes that PwC be reappointed as auditors and recommends that you vote for the appointment of PwC as our auditors and authorize the directors to fix their remuneration. You may vote for the appointment of our auditors or withhold your vote.

PwC is a participating audit firm with the Canadian Public Accountability Board, as required under the Canadian Securities Administrators’ National Instrument 52-108 – Auditor Oversight.

Auditor independence

Auditor independence is essential to the integrity of our financial statements and PwC has confirmed its status as independent within the meaning of applicable Canadian and U.S. securities rules.

We are subject to Canadian securities regulations (National Instrument 52-110 – Audit Committees (“NI 52-110”) and National Policy 58-201 – Corporate Governance Guidelines), the U.S. Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the accounting and corporate governance rules adopted by the U.S. Securities and Exchange Commission (“SEC”) under Sarbanes-Oxley, which specify certain services that external auditors cannot provide.

We comply with these Canadian and U.S. rules. We believe, however, that some non-audit services, like tax compliance, can be delivered more efficiently and economically by our

external auditors. To maintain auditor independence, our AFRC must pre-approve all audit and non-audit services. It is also responsible for overseeing the audit work performed by PwC.

The AFRC conducts a review of the Company’s audit firm on an annual basis and makes a recommendation to the Board. In 2022, in order to formulate its recommendation to the Board, the AFRC carefully reviewed:

• the annual audit plan;

• the scope of work to be provided;

• the reasonableness of proposed fees; and

• the qualifications, independence, expertise and performance of the external auditor.

This review includes formal written statements that describe any relationships between the auditors, their affiliates and Enbridge that could affect the auditors’ independence and objectivity. For more information see the Report of the Audit, Finance and Risk Committee at page 55.

The AFRC also ensures that the lead audit partner is rotated after five consecutive years in accordance with applicable professional and regulatory requirements. The Company’s lead audit partner will be replaced following the year ending December 31, 2023.

Pre-approval policies and procedures

The AFRC has adopted a policy that requires pre-approval by the Audit, Finance and Risk Committee of any services to be provided by the Company’s external auditors, PwC, whether audit or non-audit services. The policy prohibits the Company from engaging the auditors to provide the following non-audit services:

• bookkeeping or other services related to accounting records and financial statements;

• financial information systems design and implementation;

• appraisal or valuation services, fairness opinions or contribution in kind reports;

• actuarial services;

• internal audit outsourcing services;

• management functions or human resources;

• broker or dealer, investment adviser or investment banking services;

Enbridge Inc. 2023 Management Information Circular 33

• legal services; and

• expert services unrelated to the audit.

The AFRC believes that this policy will protect the Company from the potential loss of independence of the external auditors. The AFRC has also adopted a policy which prohibits the Company from hiring (as a full time employee, contractor or otherwise) into a financial reporting oversight role any current or former employee or partner of its external auditor who provided audit, review or attestation services in respect of the Company’s financial statements (including financial statements of its reporting issuer subsidiaries and significant investees) during the 12 month period preceding the date of the initiation of the current annual audit.

The policy further prohibits the hiring of a former partner of the Company’s external auditor who receives pension benefits from the firm, unless such pension benefits are of a fixed amount, not dependent upon firm earnings and fully funded. In all cases, the hiring of any partner or employee or former partner or employee of the independent auditor is subject to joint approval by the lead engagement partner and the Company’s Senior Vice President and Chief Accounting Officer. You can find information about the roles and responsibilities of the AFRC beginning on page 55 of this Circular.

External auditor services—fees

The following table sets forth all services rendered by the Company’s auditors, PwC, by category, together with the corresponding fees billed by the auditors for each category of service for the financial years ended December 31, 2022 and 2021.

	2022 (C$)	2021 (C$)	Description of fee category
Audit fees	16,018,000	15,763,000	Represents the aggregate fees for audit services.
Audit-related fees	476,000	710,000	Represents the aggregate fees for assurance and related services by the Company’s auditors that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not included under “Audit fees”. During fiscal years 2022 and 2021, the services provided in this category include due diligence related to prospectus offerings and purchase price allocations.
Tax fees	1,555,000	1,774,000	Represents the aggregate fees for professional services rendered by the Company’s auditors for tax compliance, tax advice and tax planning.
All other fees	347,000	352,000	Represents the aggregate fees for products and services provided by the Company’s auditors other than those services reported under “Audit fees”, “Audit-related fees” and “Tax fees”. During fiscal years 2021 and 2022, these fees include those related to French translation work.
Total fees	18,396,000	18,599,000

34 Enbridge Inc. 2023 Management Information Circular

About the Meeting    

Vote required for approval:

The appointment of PwC as Enbridge’s auditors and authorizing the directors to fix their remuneration requires an affirmative vote of the majority of the votes duly cast at the Meeting.

The Board recommends that shareholders vote “FOR” the appointment of PricewaterhouseCoopers LLP as independent auditors of the Company to hold office until the close of the next annual meeting of shareholders and authorize the directors to fix their remuneration

ITEM 3: Advisory vote on executive compensation

We are providing shareholders with the opportunity to vote for or against the non-binding advisory resolution to accept our approach to executive compensation as disclosed in this Circular, commonly known as “say on pay”. As this is an advisory vote, the results will not be binding on the Board. However, when considering the Company’s approach to compensation for our named executive officers (“NEOs”), the Board will consider the results of this vote, together with other shareholder feedback and best practices in compensation and governance.

We ask that, as you consider your vote, you review the Compensation Discussion and Analysis contained in this Circular. The Board believes that the executive compensation program that has been implemented achieves the goal of maximizing long-term shareholder value while attracting, motivating and retaining top talent. The Company recognizes that the proper structure of executive compensation is critical to both managing risk and appropriately incentivizing the Company’s NEOs. The Company believes that its approach to executive compensation is fair and balanced and helps ensure that NEOs are well-aligned with shareholders’ interests over the long term.

We have held advisory votes on our approach to executive compensation at each annual meeting of shareholders since 2011. Voting results in the most recent three years are set out in the table below.

Say on pay	2022	2021	2020
Votes “for”	90.41%	92.51%	94.08%

You will be asked to vote for or against, or you may abstain from voting on, our approach to executive compensation through the following resolution:

BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Enbridge Inc.’s Management Information Circular dated March 2, 2023 delivered in advance of the 2023 annual meeting of shareholders.

The Board will take the results of this vote into account when it considers future compensation policies and issues. We will also examine the level of shareholder interest and the comments we receive and consider the best approach and timing for soliciting feedback from shareholders on our approach to executive compensation in the future.

Vote required for approval:

In order to be passed, the advisory “say on pay” resolution requires an affirmative vote of the majority of the votes duly cast at the Meeting.

The Board recommends that shareholders vote “FOR” the advisory vote to accept our approach to executive compensation as disclosed in the Management Information Circular.

ITEM 4: Shareholder rights plan

You will be asked to vote in favour of the amendment, reconfirmation and approval of our shareholder rights plan under the terms of an agreement between Enbridge and Computershare.

The plan encourages the fair treatment of shareholders if there is a take-over bid for control of Enbridge. Our rights plan became effective on November 9, 1995. It was amended and restated in 1996 and has been amended, restated and reconfirmed by shareholders every three years since, most recently in 2020. The plan provides that it must be reconfirmed and approved by a majority vote of shareholders not later than the 2023 annual meeting of shareholders and at such a meeting every three years thereafter. Where such shareholder approval is not obtained, the plan will terminate and cease to have effect.

The Board believes the shareholder rights plan is in the best interests of Enbridge and our shareholders because:

• it gives the Board sufficient time to explore and develop alternatives to a take-over bid, to maximize shareholder value; and

Enbridge Inc. 2023 Management Information Circular 35

• it gives every shareholder an equal opportunity to participate in a take-over bid.

The Board recommends that shareholders vote FOR the following resolution: BE IT RESOLVED that

1. the shareholder rights plan agreement between Enbridge Inc. (“Enbridge”) and Computershare Trust Company of Canada (as rights agent), dated November 9, 1995 and amended and restated as of May 3, 2023 (“2023 rights plan”) is hereby ratified, reconfirmed and approved;

2. any revisions made to the 2023 rights plan on or before May 3, 2023 that are required by the relevant stock exchange to conform our plan with most other shareholder rights plans for reporting issuers in Canada, as may be approved by any two officers of Enbridge, are hereby approved;

3. the 2023 rights plan, as amended in accordance with the immediately preceding bullet point, if applicable, is hereby ratified, confirmed and approved; and

4. any officer or director of Enbridge be and is hereby authorized for and on behalf of Enbridge, under corporate seal or otherwise, to do all such things and to execute all such documents or instruments as may be necessary or desirable to give effect to this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of such actions.

A summary of the principal terms of the shareholder rights plan is set out in Appendix A – Shareholder Rights Plan Summary. There are no substantive changes to the shareholder rights plan for 2023.

Vote required for approval:

The amendments, reconfirmation and approval of the Shareholder Rights Plan of Enbridge requires an affirmative vote of the majority of the votes duly cast at the Meeting, otherwise it will terminate.

The Board recommends that shareholders vote “FOR” the amendment, reconfirmation and approval of the 2023 Shareholder Rights plan of Enbridge.

ITEM 5: Shareholder proposals

You will be voting on two shareholder proposals that have been submitted for consideration at the Meeting. The full text of the proposals and supporting statements together with the Board of Directors’ recommendations, are set out in Appendix B of the Circular. The Board recommends that shareholders vote AGAINST the shareholder proposal resolutions.

The Board recommends that shareholders vote “AGAINST” the shareholder proposals outlined in Appendix B of the Management Information Circular.

Proposals for the 2024 meeting

Enbridge is subject to the provisions of the CBCA with respect to shareholder proposals. As indicated under the CBCA, simply submitting a shareholder proposal does not guarantee its inclusion in the management information circular.

Shareholder proposals submitted pursuant to applicable provisions of the CBCA that a shareholder intends to present at the annual meeting of shareholders to be held in 2024 (the “2024 meeting”) and wishes to be considered for inclusion in Enbridge’s management information circular and proxy form for the 2024 meeting must be received within the prescribed period, as outlined in the CBCA and associated regulations, and no later than 5:00 pm Mountain Standard Time on February 3, 2024. Such proposals must also comply with all applicable provisions of the CBCA and the regulations thereunder. The 2024 meeting is expected to be held in May 2024.

All shareholder proposals must be mailed to our Corporate Secretary at Enbridge Inc., 200, 425 – 1st Street SW, Calgary, Alberta, Canada T2P 3L8, or sent by email to CorporateSecretary@enbridge.com, and received by the deadline indicated above.

As described on page 38, pursuant to Enbridge’s Advance Notice By-Law (“By-law No. 2”), if a shareholder intends to nominate a person for election as a director of Enbridge at an annual meeting of shareholders, other than pursuant to a shareholder proposal, such nomination must comply with the procedures set out in the Advance Notice By-Law, including providing timely notice in proper written form.

Other business

As of the date of this Circular, the Board and management are not aware of any other items of business to be brought before the Meeting.

Voting results

We will post the results of this year’s votes and the other items of business on our website (enbridge.com) and on sedar.com and sec.gov following the Meeting.

36 Enbridge Inc. 2023 Management Information Circular

37

Corporate Governance

38	Our governance practices
39	A culture of ethical conduct
41	The role of the Board
43	Oversight of risk and ESG matters
46	Independence
46	Serving as a director
48	Board effectiveness
49	Diversity, equity and inclusion
52	Our approach to human capital
52	Sustainability and ESG
53	Shareholder engagement
54	Board committees
63	Director compensation
65	Director compensation table
68	Indebtedness of directors and executive officers
68	Other information

Corporate Governance

Our governance practices

Sound governance means sound business. At Enbridge, we believe good governance is important for our shareholders, our employees and the Company. We are committed to strong and sustainable corporate governance which promotes the long-term interests of our shareholders, strengthens our Board and management accountability and helps build public trust in Enbridge. See our “Corporate governance highlights” on page 4.

The framework for our corporate governance can be found in our Governance Guidelines, our Statement on Business Conduct and in the written terms of reference for our Board, each of the five Board committees, the President & CEO and the Chair of the Board. Our articles and by-laws also set out certain matters that govern our business activities. All of these documents are available on our website (enbridge.com).

Regulations, rules and standards

Enbridge is a “foreign private issuer” pursuant to applicable U.S. securities laws. Accordingly, Enbridge is permitted to follow home country practice instead of certain governance requirements set out in the NYSE rules, provided we disclose any significant differences between our governance practices and those required by the NYSE. Further information regarding those differences is available on our website (enbridge.com).

We have a comprehensive system of stewardship and accountability that meets applicable Canadian and U.S. requirements, including:

• Canadian Securities Administrators National Policy 58-201 – Corporate Governance Guidelines, National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Instrument 52-110 – Audit Committees;

• requirements of the CBCA; and

• the corporate governance guidelines of the NYSE.

Key governance documents

Various mandates, policies and practices support the corporate governance framework at Enbridge. The following documents, among others, are key components of Enbridge’s corporate governance and can be found on our website at enbridge.com:

• Articles of Continuance and Articles of Amendment

• General By-Law No. 1

• By-law No. 2

• Statement on Business Conduct

• Governance Guidelines

• Incentive Compensation Clawback Policy

• Shareholder Rights Plan Agreement (2020)

• Terms of Reference for the Board

• Terms of Reference for each Board Committee

• Terms of Reference for the Chair of the Board

• Terms of Reference for the President & CEO

• Whistle Blower Policy

Advance Notice By-Law

Enbridge’s By-Law No. 2 sets out advance notice requirements for director nominations (the “Advance Notice By-Law”).

The Advance Notice By-Law was adopted by the Board on December 2, 2014 and confirmed by shareholders at the annual meeting of shareholders on May 6, 2015. The purpose of the Advance Notice By-Law is to provide shareholders, directors and management of Enbridge with guidance on the nomination of directors. The Advance Notice By-Law is the framework by which the Company seeks to fix a deadline by which shareholders of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form. Pursuant to the Advance Notice By-Law, if a shareholder intends to nominate a person for election as a director of Enbridge at the Meeting, other than pursuant to a shareholder proposal, such nominations must comply with the procedures set out in the Advance Notice By-Law, including providing timely notice in proper written form.

38 Enbridge Inc. 2023 Management Information Circular

Corporate Governance    

To be timely, the nominating shareholder’s notice must be given:

• in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the meeting (no later than 5:00 p.m. MDT on April 3, 2023, in the case of the Meeting); provided, that if the meeting is to be held less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the meeting was made, notice shall be not later than the close of business on the 10th day following the Notice Date; and

• in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the meeting was made.

To be in proper written form, a nominating shareholder’s notice must set forth or be accompanied by, as applicable, the information specified in the Advance Notice By-Law regarding both the nominating shareholder and the person whom the nominating shareholder proposes to nominate for election as a director (a “proposed nominee”), as well as the written consent duly signed by the proposed nominee to being named as a nominee for election to the Board and to serve as a director of the Company, if elected. Such notice must be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

Delivery of the notice pursuant to the Advance Notice By-Law may only be given by personal delivery or electronic mail, and shall be deemed to have been given and made only at the time it is served by personal delivery or sent by electronic mail to the Corporate Secretary at: Corporate Secretary, 200, 425-1st Street S.W., Calgary, Alberta, Canada, T2P 3L8 or, in the case of electronic mail, to CorporateSecretary@enbridge.com; provided if such delivery or electronic mail is made on a day which is not a business day or later than 5:00 p.m. (Calgary time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the Advance Notice By-Law and, if any proposed nomination is not in compliance therewith, to declare that such defective nomination shall be disregarded. The Board may, in its sole discretion, waive any requirement in the Advance Notice By-Law. A copy of Enbridge’s Advance Notice By-Law is available on our website (enbridge.com).

A culture of ethical conduct

A strong culture of ethical conduct is central to Enbridge. Our Statement on Business Conduct is our formal statement of expectations that applies to all individuals at Enbridge and our subsidiaries, including our directors, officers, employees, contingent workers as well as consultants and contractors retained by Enbridge. It discusses what we expect in various areas including:

• complying with the law, applicable rules and all policies;

• avoiding conflicts of interest, including examples of acceptable forms of gifts and entertainment;

• anti-corruption and money laundering;

• acquiring, using and maintaining assets (including computers and communication devices) appropriately;

• data privacy, records management, and proprietary, confidential and insider information;

• protecting health, safety and the environment;

• interacting with landowners, customers, shareholders, employees and others; and

• respectful workplace/no harassment.

The Board approved a revised Statement on Business Conduct in 2022, which became effective on June 13, 2022. The latest version of the Statement on Business Conduct is available on our website. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, and waivers from, the provisions of the Statement on Business Conduct by posting such information on our website at enbridge.com.

On the commencement of employment with Enbridge and annually thereafter, all Enbridge employees and contingent workers active in the Company’s human resources information system are required to complete Statement on Business Conduct training and certify compliance with the Statement on Business Conduct. In addition, employees and contingent workers are also required to disclose any actual or potential conflicts of interest.

Directors must also certify their compliance with the Statement on Business Conduct on an annual basis.

During January 2023, all employees and contingent workers active in the Company’s human resources information system were required to complete online Statement on Business Conduct training, certify their compliance and declare any real or potential conflicts of interest. As of the date of this Circular, approximately 99.9% of these Enbridge employees and contingent workers had certified compliance with the Statement on Business Conduct for the year ended December 31, 2022. All directors serving on the

Enbridge Inc. 2023 Management Information Circular 39

Board as of December 31, 2022, (as well as Al Monaco, who retired from the Board effective December 31, 2022) have certified their compliance with the Statement on Business Conduct for the year ended December 31, 2022.

We use training to help raise awareness and reinforce our commitment to ethical conduct. To date, we have developed training programs in various areas, including fraud awareness, foreign corruption laws and the Statement on Business Conduct.

Through the annual online Statement on Business Conduct training program, Enbridge communicates its expectation that everyone working for Enbridge has a duty to report compliance issues (including suspected breaches of the Statement on Business Conduct) on a timely basis. For more information, see “Values” in the Executive Summary.

Handling conflicts of interest and related person transactions

If a director or officer has a material interest in a transaction or agreement involving Enbridge, or otherwise identifies a potential personal conflict, he or she must declare the conflict or potential conflict. A director who has a material interest, conflict or potential conflict must abstain from voting on the matter at any Board meeting where it is being discussed or considered.

This approach is consistent with the requirements of the CBCA. In addition, the Board would review related person transactions in conjunction with making director independence determinations. Completion of annual questionnaires by directors and officers of the Company assists in identifying possible related person transactions. Further, as stated above, pursuant to our Statement on Business Conduct, all officers and directors are required to avoid conflicts of interest and to disclose any actual or potential conflicts of interest. They must also annually certify their compliance with the Statement on Business Conduct. Disclosures of an actual or potential conflict of interest are reviewed by the Company’s Ethics and Compliance Department to ensure appropriate follow-up and reporting. Any waiver from any part of the Statement on Business Conduct requires the approval of the CEO. For executive officers, senior financial officers and members of the Board, a waiver requires the express approval of Enbridge’s Board. Since the beginning of 2022, neither the CEO nor the Board has waived any aspect of the Statement on Business Conduct.

For purposes of the foregoing, a “related person transaction” is a transaction in which the Company was or is to be a participant and the amount involved exceeds

US$120,000, and in which any related person had or will have a direct or indirect material interest, and a “related person” means (i) a director, nominee director or executive officer of the Company; (ii) an immediate family member of a director, nominee director or executive officer, or (iii) a beneficial holder of greater than five per cent of the Company’s shares or an immediate family member of such holder.

In 2022, there were no related person transactions that required approval or disclosure in this Circular.

Insider trading prohibited

Our Insider Trading and Reporting Guidelines place restrictions on those in a special relationship with Enbridge (including insiders) when they purchase or sell Enbridge shares or other securities. These guidelines, which fulfill our obligations to stock exchanges, regulators and investors, include the following measures:

• imposing quarterly and annual trading blackout periods on all directors and officers of Enbridge and certain employees, contractors and other persons in a special relationship with Enbridge when financial results are being prepared and have not yet been publicly disclosed (these periods currently begin on the first day following the end of each fiscal quarter or year end and end at the close of trading on the first trading day after we issue a news release disclosing our financial results for that fiscal quarter or year end or a Form 10-Q or Form 10-K, as applicable, is filed with the SEC);

• in the case of directors and executive officers, requiring pre-clearance of all proposed purchases or sales of Enbridge securities with the Corporate Secretary’s office;

• prohibiting all directors, officers, employees, contractors and other persons in a special relationship with Enbridge and its subsidiaries from purchasing or selling securities of Enbridge or its subsidiaries with knowledge of undisclosed material information, from disclosing material information to any persons before such information has been generally disclosed to the public (unless in the necessary course of business) and from making recommendations or expressing opinions on the basis of undisclosed material information as to the purchase or sale of securities of Enbridge and its reporting issuer subsidiaries; and

• prohibiting all directors, officers, employees and contractors of Enbridge and its subsidiaries from engaging in hedging transactions, short sales and other derivative transactions involving the securities of Enbridge and its reporting issuer subsidiaries.

40 Enbridge Inc. 2023 Management Information Circular

Corporate Governance    

Whistle Blower Policy and reporting procedure

Our Whistle Blower Policy and reporting procedures help uphold our strong values and preserve our culture of ethical business conduct.

We introduced the Whistle Blower procedures several years ago to protect the integrity of our accounting, auditing and financial processes. We expanded and updated the procedures in 2008, 2012, 2017 and again in 2019.

Complaints about financial or accounting irregularities, unethical conduct or any other compliance issues (including alleged violations of the Statement on Business Conduct) can be made anonymously using the Enbridge Ethics Helpline (“Helpline”), which allows for the submission of confidential and anonymous reports through a toll-free telephone number, mobile texting and web-based reporting system. The Helpline is administered by an independent third-party service provider. Copies of all reports received through the Helpline are provided to the Chair of the Audit, Finance and Risk Committee.

At least once each quarter (or sooner if there is an urgent matter), the Chief Compliance Officer reports all significant matters received to the Audit, Finance and Risk Committee and to the Safety and Reliability Committee on matters within its mandate. Quarterly reports to the Audit, Finance and Risk Committee also include information about any other significant compliance issues that have been brought to the attention of Enbridge’s Ethics and Compliance Department through quarterly compliance surveys. The Audit, Finance and Risk Committee then determines how to handle any issues or complaints brought to its attention. The committee can hire independent advisors (e.g., external legal counsel, independent auditors and others) to help investigate and resolve a matter.

The role of the Board

The Board is ultimately responsible for governance at Enbridge and for stewardship of the Company. It has full power to oversee the management of our business and affairs. It carries out many of its responsibilities through its five standing Board committees:

• Audit, Finance and Risk Committee;

• Sustainability Committee;

• Governance Committee;

• Human Resources and Compensation Committee; and

• Safety and Reliability Committee.

Principal responsibilities

As part of its stewardship responsibility, the Board has the following responsibilities:

• appoints, evaluates the performance of, and approves the compensation of the President & CEO, approves the appointment of executive officers and ratifies the appointment of other officers;

• ensures that processes are in place for succession planning, training and monitoring of senior management (for more information, see “Succession planning” on page 42);

• adopts a strategic planning process and reviews and approves our strategic plan, provides guidance and monitors our progress (for more information, see “Strategic planning” on page 43);

• ensures processes are in place for identifying and having an understanding of the principal risks of our business and ensures appropriate systems are implemented to monitor, manage and mitigate those risks (for more information, see “Oversight of ESG and risk matters” on page 43);

• ensures processes are in place to monitor and maintain the integrity of our internal controls and management information systems;

• ensures the President & CEO and executive management create a culture of integrity, safety, respect and inclusion throughout the Company;

• develops the Company’s approach to corporate governance, including our Governance Guidelines; and

• oversees shareholder communications, public disclosure and corporate communications.

The Board is responsible for oversight of key areas referred to above and for overseeing corporate financial operation, including changes to capital structure, annual budgets and financing plans, dividend policy, new financings, financial statements and management’s discussion and analysis and the Company’s authorities and spending limits policies. In addition, the Board reviews and approves initiatives, investments and transactions that could materially affect the Company. The Board also approves and monitors compliance with significant policies and procedures by which the Company is governed and operated.

The Board’s responsibilities are described in the terms of reference for the Board, which are attached at Appendix C to this Circular. These terms of reference were drafted by management under the guidance of the Governance Committee and approved by the Board, which reviews them once per year and updates them as needed. Copies of the terms of reference for the Board and each of the Board committees are also available on our website (enbridge.com).

<