Exhibit 99.1

Table of Contents

Letter to Shareholders	1
Notice of 2024 Annual and Special Meeting	3
Notice of Application	4
Management Information Circular	6
About the Shareholder Meeting	7
Delivery of Meeting Materials	7
Attending and Participating in the Meeting	8
Voting	10
Information for U.S. Shareholders	13
Forward-Looking Information	14
Non-GAAP Measures	16
Glossary	17
Summary	25
Business of the Meeting	36
Election of Directors	41
The Arrangement	56
Summary of the Arrangement	56
Background to the Arrangement	56
Reasons for the Arrangement	59
Recommendation of the Board	61
Fairness Opinion	61
Details of the Arrangement	62
Distribution of Shares	66
Treatment of Fractional Shares	66
Arrangement Agreement	66
Separation Agreement and Other Arrangements	67
Pre-Arrangement Transactions	69
Conditions to Closing of the Arrangement and Tax Rulings	69
Court Approval of the Arrangement	71
Shareholder Approval of the Arrangement and Related Matters	72
Proposed Timetable for the Arrangement	72
Treatment of Incentive Securities	72
Treatment of TC Energy Employees and Employee Benefit Plans	75

Directors’ and Officers’ Liability Insurance	76
Intention of TC Energy Directors and Officers	77
Expenses of the Arrangement	77
Risk Factors Relating to the Arrangement	77
Certain Securities Law Matters	81
Stock Exchange Listings	82
Trading of Shares on the TSX and NYSE	82
Material Income Tax Considerations	83
Information Concerning TC Energy Prior to the Arrangement	93
Information Concerning TC Energy Post-Arrangement	94
Information Concerning South Bow Post-Arrangement	94
South Bow Shareholder Rights Plan	95
Governance	98
About Our Governance Practices	98
Board Characteristics	99
Governance Philosophy	102
Role and Responsibilities of the Board	105
Orientation and Education	114
Board Effectiveness and Director Assessment	117
Sustainability and Environmental, Social and Governance Matters	123
Board Committees	127
Compensation	132
Compensation Governance	132
Director Compensation Discussion and Analysis	139
Director Compensation – 2023 Details	142
Human Resources Committee Letter to Shareholders	147
Executive Compensation Discussion and Analysis	149
Executive Compensation – 2023 Details	170
Other Information	182
Directors’ Approval	184
Consent of Evercore	185

Schedules

SCHEDULE A	Arrangement Resolution
SCHEDULE B	South Bow Shareholder Rights Plan Resolution
SCHEDULE C	Arrangement Agreement, including Plan of Arrangement
SCHEDULE D	Fairness Opinion
SCHEDULE E	Interim Order
SCHEDULE F	Information Concerning South Bow Post-Arrangement
SCHEDULE G	Audited Financial Statements of South Bow
SCHEDULE H	Audited Combined Carve-Out Financial Statements for the Liquids Pipelines Business and MD&A
SCHEDULE I	Unaudited Pro Forma Financial Statements of South Bow
SCHEDULE J	Information Concerning TC Energy Post-Arrangement
SCHEDULE K	Unaudited Pro Forma Financial Statements of TC Energy
SCHEDULE L	South Bow Shareholder Rights Plan
SCHEDULE M	Shareholder Proposal
SCHEDULE N	Charter of the Board of Directors of TC Energy

These materials are important and require your immediate attention. If you are in doubt as to how to deal with these documents or the matters they refer to, please consult your professional advisors. If you have any questions or require assistance with voting your shares, you may contact our shareholder advisor and proxy solicitation agent:

Morrow Sodali (Canada) Ltd.

Toll-Free Number: 1-888 999 2944

Email: assistance@morrowsodali.com

TC Energy Management Information Circular 2024 | i

About TC Energy

Delivering Results — Providing Energy Solutions.

We’re a team of 7,000+ energy problem solvers working to safely move, generate and store the energy North America relies on. Today, we’re delivering solutions to the world’s toughest energy challenges – from innovating to deliver the natural gas that feeds LNG to global markets, to working to reduce emissions from our assets, to partnering with our neighbors, customers and governments to build the energy system of the future. It’s all part of how we continue to deliver sustainable returns for our investors and create value for communities.

TC Energy’s common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit our website at (tcenergy.com).

We encourage you to sign up for electronic delivery of all future proxy materials.

Registered shareholders

Go to www.investorcentre.com/tcenergy and click on “View Details to Manage Your Account” below the TC Energy logo. Under the heading “Quick Links”, click on “Receive Documents Electronically” and you will be asked to complete additional fields: 1 – Company Name (TC Energy Corporation), 2 – Holder Account Number (begins with “C” and is on your form of proxy), 3 – Canadian Postal Code (if you are a Canadian resident) or 4 – Family or Company Name (if you are not a resident of Canada), and click “NEXT”.

Non-registered shareholders

Go to www.investordelivery.com using the control number found on your voting instruction form, click on “Enrollment or Reactivation”, and follow the instructions. If you vote online, go to www.proxyvote.com, click on “Delivery Settings”, and follow the instructions.

ii | TC Energy Management Information Circular 2024

Letter to Shareholders

April 10, 2024

Dear Shareholder:

On behalf of the Board of Directors of TC Energy Corporation, we are pleased to invite you to our Annual and Special Meeting of common shareholders on June 4, 2024, at 8 a.m. (MDT). The meeting will be held virtually, using a live audio webcast available at https://web.lumiagm.com/423961867, password “tc2024” (case sensitive). At the meeting, you will be asked to consider matters related to our usual annual business, as well as the important proposal to spin off our Liquids Pipelines business.

The virtual-only meeting format provides all shareholders an equal opportunity to participate at the meeting regardless of their geographic location or any particular constraints or circumstances they may face relating to attendance at an in-person event. It also is a more cost-efficient and environmentally friendly way to engage with shareholders. At this virtual meeting, shareholders who attend online will have the opportunity to participate, ask questions and vote in real-time, provided they comply with the applicable procedures set out in the accompanying management information circular.

Creation of South Bow

As announced on July 27, 2023, the Board of Directors approved the proposed plan to separate TC Energy into two independent, investment-grade, publicly listed companies:

1. TC Energy Corporation: A low-risk, diversified, growth-oriented natural gas infrastructure and energy solutions company, uniquely positioned to meet growing industry and consumer demand for reliable, lower-carbon energy and lower emitting energy sources, including natural gas.

2. South Bow Corporation: A critical infrastructure company, with an unrivalled market position to connect resilient, safe and secure liquids supply to the highest demand markets with incremental growth and value creation opportunities.

TC Energy’s Board of Directors and management team are confident the proposed separation will enhance long-term value for TC Energy shareholders by creating two highly focused, premium energy infrastructure companies. Each company will be structured to reflect distinct value propositions and the ability to pursue and achieve greater success than a combined entity by executing tailored strategies targeted to distinct customer sets.

As the world renews its focus on energy security, TC Energy’s Liquids Pipelines business has experienced increased customer demand – presenting immediate opportunities that require more financial flexibility to maintain its notable competitive advantage. Spinning off the Liquids Pipelines business will allow the new entity to better focus and fully capture the incremental value that exists within the company’s unique opportunity set.

South Bow will be a low-risk, liquids transportation and storage business focused on enhancing the value of its unrivalled asset base. As a standalone entity with a distinct capital allocation strategy, South Bow will have greater flexibility to invest in strategic opportunities to expand, extend and unlock the full potential of its competitive corridor connecting WCSB crude oil to the U.S. Midwest and Gulf Coast. South Bow is expected to obtain an investment-grade rating. As a result, it will have the agility needed to quickly respond to market shifts, while delivering value back to shareholders in the form of a compelling dividend and enhanced capital allocation optionality.

TC Energy will maintain its regulated, low-risk and utility-like portfolio of natural gas infrastructure and power businesses with a balance of income and growth that continues to deliver strong shareholder returns. Focused on long-term energy fundamentals and capital discipline, TC Energy’s established and highly differentiated natural gas infrastructure and energy solutions portfolio is expected to offer competitive services that meet growing energy demand; generate sustainable cash flow; and provide runway to capitalize on large-scale opportunities as they arise. Guided by its conservative risk preferences, TC Energy will continue to make strategic investments to enhance its industry-leading position while enabling it to effectively navigate a shifting energy landscape.

Throughout its more than 70 years of success, TC Energy has established a strong track record of delivering results by maximizing the value of its assets. This continues today. The separation is expected to enhance the strategic and financial focus of each company and improve TC Energy’s and South Bow’s abilities to pursue independent and disciplined growth opportunities to better serve key demand markets. As two distinct infrastructure companies, the long-term shareholder value we expect to generate exceeds what is replicable as a single entity.

TC Energy Management Information Circular 2024 | 1

Board Updates

Delivering on his commitment to align with TC Energy’s revised governance guidelines regarding board commitments as outlined in the 2023 management information circular, Mr. Vanaselja stepped down as Board chair of TC Energy effective December 31, 2023 and Mr. John E. Lowe was appointed as his successor effective January 1, 2024. Mr. Vanaselja continues to serve as a valued member of the Board.

Your vote is important to us. For the proposed separation to become effective, it must be approved by our shareholders. The attached management information circular includes important information about the meeting and how to vote. Please take some time to read the document and remember to vote. You can find more information about TC Energy in our 2023 Annual Report and on our website.

If you have questions about any of the information contained within the attached management information circular please contact our Investor Relations team by telephone at 403-920-7911 or 1-800-361-6522 or by email at investor_relations@tcenergy.com. For assistance in completing your proxy form or voting instruction form, please contact our shareholder advisor and proxy solicitation agent, Morrow Sodali, by telephone at 1-888-999-2944 or by email at assistance@morrowsodali.com.

Thank you for your continued confidence in TC Energy. We appreciate your support and look forward to your participation in the meeting on June 4, 2024.

Sincerely,

John E. Lowe Chair of the Board of Directors	Francois L. Poirier President and Chief Executive Officer

2 | TC Energy Management Information Circular 2024

Notice of 2024 Annual and Special Meeting

You are invited to our 2024 annual and special meeting of common shareholders:

WHEN

Tuesday, June 4, 2024 at 8 a.m.

Mountain Daylight Time (MDT)

WHERE

Virtual-only meeting via live audio webcast online at

https://web.lumiagm.com/423961867

password “tc2024” (case sensitive)

YOUR VOTE IS IMPORTANT

If you are a holder of record of TC Energy Corporation (TC Energy) common shares on April 16, 2024, you are entitled to receive notice of, attend and vote at this meeting.

Please take some time to read the attached management information circular. It contains important information about the meeting and the proposal to spin off our Liquids Pipelines business and explains who can vote and how to vote.

If you have questions about any of the information contained within the attached management information circular please contact our Investor Relations team by telephone at 403-920-7911 or 1-800-361-6522 or by email at investor_relations@tcenergy.com. For assistance in completing your proxy form or voting instruction form, please contact our shareholder advisor and proxy solicitation agent, Morrow Sodali, by telephone at 1-888-999-2944 or by email at assistance@morrowsodali.com.

By order of the Board of Directors,

Christine R. Johnston

Vice-President, Law and Corporate Secretary

TC Energy Corporation

Calgary, Alberta

April 10, 2024

Eight Items of Business

1.   Receive our audited consolidated financial statements for the year ended December 31, 2023, and the auditor’s report thereon.

2.   Elect the directors.

3.   Appoint the auditor and authorize the directors to fix their remuneration.

4.   Consider and, if deemed advisable, approve a special resolution, the full text of which is set forth in Schedule A to the attached management information circular, approving an arrangement under section 192 of the Canada Business Corporations Act, pursuant to which, among other things, TC Energy shareholders will receive one newly issued common share of TC Energy and 0.2 of a common share in a new public company called “South Bow Corporation” in exchange for each common share of TC Energy held.

5.   Consider and, if deemed advisable, approve an ordinary resolution, the full text of which is set forth in Schedule B to the attached management information circular, approving a shareholder rights plan for South Bow Corporation.

6.   Participate in the advisory vote on our approach to executive compensation (say on pay).

7.   Consider the shareholder proposal set out in Schedule M to the attached management information circular.

8.   Consider other business that is properly brought before the meeting or any meeting that is reconvened if the meeting is adjourned.

TC Energy Management Information Circular 2024 | 3

Notice of Application

Action No. 2401-04743

IN THE COURT OF KING’S BENCH OF ALBERTA

JUDICIAL DISTRICT OF CALGARY

IN THE MATTER OF SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44,

AS AMENDED

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING

TC ENERGY CORPORATION, THE HOLDERS OF COMMON SHARES OF TC ENERGY CORPORATION AND SOUTH BOW CORPORATION

NOTICE OF APPLICATION

NOTICE IS HEREBY GIVEN that an originating application (the Application) has been filed with the Court of King’s Bench of Alberta, Judicial District of Calgary (the Court) on behalf of TC Energy Corporation (TC Energy) with respect to a proposed arrangement (the Arrangement) brought pursuant to Section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA), involving, among others, TC Energy, the holders of common shares of TC Energy (TC Energy Shareholders) and South Bow Corporation (South Bow). The Arrangement is described in greater detail in the management information circular of TC Energy dated April 10, 2024, accompanying this Notice of Application.

At the hearing of the Application, TC Energy intends to seek:

(a) a declaration that the terms and conditions of the Arrangement, and the related procedures, are fair to the persons affected, both from a substantive and procedural perspective;

(b) an order approving the Arrangement pursuant to the provisions of Section 192 of the CBCA;

(c) a declaration that the Arrangement will, upon the filing of the Articles of Arrangement pursuant to the provisions of Section 192 of the CBCA, become effective in accordance with its terms and will be binding on and after the Effective Time as defined in the Arrangement; and

(d) such other and further orders, declarations and directions as the Court may deem just.

AND NOTICE IS FURTHER GIVEN that the order approving the Arrangement, if granted, will constitute the basis for an exemption from the registration requirements of the United States Securities Act of 1933, as amended, with respect to the distribution of the securities of TC Energy and South Bow to be issued pursuant to the Arrangement.

AND NOTICE IS FURTHER GIVEN that the said Application was directed to be heard before a Justice of the Court of King’s Bench of Alberta, 601 – 5^th Street S.W., Calgary, Alberta, Canada on the 4^th day of June, 2024 at 3:30 p.m. (MDT), or as soon thereafter as counsel may be heard. Any TC Energy Shareholder or any other interested party desiring to support or oppose the Application, may appear at the time of hearing in person or by counsel for that purpose. Any TC Energy Shareholder or other interested party desiring to appear at the hearing is required to file with the Court, and serve upon TC Energy on or before 5:00 p.m. (MDT) on May 15, 2024, a notice of intention to appear, including an address for service in the Province of Alberta, together with any evidence or materials which are to be presented to the Court. Service on TC Energy is to be effected by delivery to the solicitors for TC Energy at the address below. If any TC Energy Shareholder or other interested party does not attend, either in person or by counsel, at that time, the Court may approve the Arrangement as presented, or may approve it subject to such terms and conditions as the Court shall deem fit, without any further notice.

AND NOTICE IS FURTHER GIVEN that no further notice of the Application will be given by TC Energy and that in the event the hearing of the Application is adjourned, only those persons who have appeared before the Court for the Application at the hearing shall be served with notice of the adjourned date.

AND NOTICE IS FURTHER GIVEN that the Court, by an Interim Order dated April 9, 2024 (the Interim Order), has given directions as to the calling and holding of the meeting of TC Energy Shareholders for the purpose of such holders voting upon the special resolution to approve the Arrangement.

4 | TC Energy Management Information Circular 2024

AND NOTICE IS FURTHER GIVEN that a copy of the said Application and other documents in the proceedings will be furnished to any TC Energy Shareholder or other interested party requesting the same by the undermentioned solicitors for TC Energy upon written request delivered to such solicitors as follows:

Blake, Cassels & Graydon LLP

3500 Bankers Hall East

855 – 2^nd Street S.W.

Calgary, Alberta, Canada T2P 4J8

Attention: David Tupper and Brendan MacArthur-Stevens

DATED at the City of Calgary, in the Province of Alberta, this 10^th day of April, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF

TC ENERGY CORPORATION

“Christine R. Johnston”         

Christine R. Johnston

Vice-President, Law and Corporate Secretary

TC Energy Corporation

TC Energy Management Information Circular 2024 | 5

Management Information Circular

We are sending you this management information circular (Circular) because you were a holder of record of common shares of TC Energy on April 16, 2024. You have the right to participate in our 2024 annual and special meeting of shareholders (the meeting) and to vote your shares online at the meeting or by proxy. The meeting can be accessed at https://web.lumiagm.com/423961867, password “tc2024” (case sensitive). Following the meeting, a webcast in English, including the live question and answer session, will be available for viewing on our website (www.tcenergy.com). Management is soliciting your proxy for the meeting, and we pay all costs for doing so. TC Energy has engaged Morrow Sodali as its shareholder advisor and proxy solicitation agent to assist with the solicitation of votes from shareholders and to provide strategic services in the areas of capital markets intelligence, governance and shareholder engagement. TC Energy will pay fees of up to approximately $350,000 for the proxy solicitation service, in addition to certain out-of-pocket expenses. Morrow Sodali may utilize the Broadridge QuickVoteTM system to assist non-registered (beneficial) shareholders with voting their shares. Beneficial shareholders may be contacted by Morrow Sodali to obtain voting instructions directly over the telephone.

In this document, •  you, your and shareholder mean a holder of common shares of TC Energy Corporation (including for greater certainty, New TC Energy Common Shares), •  we, us, our, the company and TC Energy mean TC Energy Corporation, and •  TC Energy common shares, TC Energy shares and shares mean common shares of TC Energy prior to the completion of the Arrangement. Common shares of TC Energy following the completion of the Arrangement are referred to as New TC Energy Common Shares

We will start mailing the proxy materials on April 26, 2024, and will also provide the materials to brokers, custodians, nominees and other fiduciaries to forward them to shareholders. A TC Energy employee may also contact you by phone or email to encourage you to vote.

Our principal corporate and executive offices are located at 450 – 1 Street S.W., Calgary, AB Canada T2P 5H1

The Board of Directors of TC Energy (Board) has approved the contents of this Circular and has authorized us to send it to you. We have also sent a copy to each member of our Board and to our auditors, and will file copies with the appropriate government regulatory agencies.

If you have any questions or require more information with regard to the procedures for voting your shares, please contact our shareholder advisor and proxy solicitation agent: Morrow Sodali, by telephone at 1-888-999-2944 or by email at assistance@morrowsodali.com.

If you have questions about deciding how to vote, you should contact your own legal, tax, financial or other professional advisor.

Unless stated otherwise, information in this document is as of April 10, 2024, and all dollar amounts are in Canadian dollars.

The use of the phrase “tax-free” in this Circular is a reference to the tax-deferred nature of the Arrangement. Specifically, the receipt of South Bow Common Shares pursuant to the Arrangement is generally intended not to result in taxable income or gain to Holders (as defined herein) for Canadian federal income tax purposes or U.S. federal income tax purposes. As described under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations and Material Income Tax Considerations – Certain United States Federal Income Tax Considerations, a Holder may trigger certain tax consequences upon the receipt of cash in lieu of fractional South Bow Common Shares to which they may otherwise be entitled pursuant to the Arrangement or on a subsequent disposition of a New TC Energy Common Share or a South Bow Common Share (in the ordinary course or otherwise).

About shareholder mailings   In March 2023, we asked all registered shareholders to advise us if they did not want to receive our Annual Reports when they became available.   If you are a registered shareholder who replied that you no longer want to receive the report, or a beneficial shareholder who did not request a copy, you will not receive one. If you purchased TC Energy shares after April 16, 2024, you also may not receive a copy of the TC Energy Annual Report. We are using notice and access to deliver this Circular and the TC Energy Annual Report.   The TC Energy Annual Report is available on our website (www.tcenergy.com) and on SEDAR+ (www.sedarplus.ca), or you can request a free copy from our transfer agent:   Computershare Investor Services, Inc.   Tel:   1-800-340-5024 (toll-free within North America)       1-514-982-7959 (outside North America)

6 | TC Energy Management Information Circular 2024

About the Shareholder Meeting

As a shareholder of record, you are entitled to vote your shares at the meeting. The meeting will cover eight items of business, six of which require your vote, which are discussed in more detail starting on page 36. TC Energy will be holding the meeting via a virtual-only format, using a live audio webcast available online at https://web.lumiagm.com/423961867, password “tc2024” (case sensitive). The next section discusses delivery of the meeting materials, attending and participating in the meeting, the voting process, and submitting questions during the meeting. Delivery of Meeting Materials We are using notice and access to deliver this Circular and the TC Energy Annual Report to both our registered and beneficial shareholders. This means that TC Energy will post this Circular and the TC Energy Annual Report online for our shareholders to access electronically. You will receive a package in the mail with a notice (Notice)		WHERE TO FIND IT
	>	About the Shareholder Meeting	7
	>	Delivery of Meeting Materials	7
	>	Attending and Participating in the Meeting	8
	>	Voting	10
		Who Can Vote	10
		How to Vote	10
		Changing Your Vote	12
		How the Votes are Counted	12
	>	Business of the Meeting	23
		Director Profiles	42
		The Arrangement	56
		South Bow Shareholder Rights Plan	95

explaining how to access and review this Circular and the TC Energy Annual Report electronically and how to request a paper copy of either at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your shares.

Notice and access is an environmentally friendly and cost-effective way to distribute this Circular and the TC Energy Annual Report because it reduces printing, paper and postage.

The following beneficial shareholders will receive a paper copy of this Circular:

• those who have already provided instructions that they prefer to receive a paper copy,

• employees of our U.S. affiliate who own TC Energy shares through our U.S. affiliate’s 401(k) retirement plans, and

• those whose brokers receive materials through Computershare.

This Circular is available on SEDAR+ (www.sedarplus.ca) and on our website (www.tcenergy.com/notice-and-access).

How to request a paper copy of this Circular

Starting April 26, 2024, shareholders can request a paper copy of this Circular and the TC Energy Annual Report for up to one year. This Circular and the TC Energy Annual Report will be sent to you at no charge.

If you would like to receive a paper copy of this Circular and the TC Energy Annual Report, please follow the instructions provided in the Notice.

Requests by shareholders must be made by 5 p.m. Eastern Daylight Time (EDT), on Friday, May 17, 2024 in order for you to receive a paper copy of this Circular or the TC Energy Annual Report before the meeting on June 4, 2024.

If you request a paper copy of this Circular or the TC Energy Annual Report you will not receive a new form of proxy (for registered shareholders) or voting instruction form (for beneficial shareholders), so you should keep the original form sent to you in order to vote.

If you have questions about notice and access, you can call our Investor Relations line at 403-920-7911 or 1-800-361-6522.

TC Energy Management Information Circular 2024 | 7

Attending and Participating in the Meeting

TC Energy is holding its 2024 annual and special meeting via a virtual-only format using a live audio webcast available online at https://web.lumiagm.com/423961867, password “tc2024” (case sensitive). A physical or in-person meeting will not be held.

If you participate in the virtual meeting, it is important that you are connected to the internet at all times during the meeting. It is your responsibility to ensure connectivity for the duration of the virtual meeting. You should allow ample time to log into the virtual meeting and complete the below procedure.

All meeting participants must use the latest versions of Chrome, Safari, Microsoft Edge, or Firefox. TC Energy recommends that you log in at least 30-60 minutes before the meeting starts as this will allow you to check compatibility and complete the related procedures required to log in to the meeting.

Additional information on how to access the virtual meeting is also available on our website (www.tcenergy.com).

WHO CAN ATTEND THE MEETING

Registered shareholders and duly appointed proxyholders will be able to attend and ask questions at the meeting.

Registered shareholders and duly appointed proxyholders can also vote in real-time at the meeting by completing a ballot online during the meeting, provided that they complete the instructions outlined in this Circular.

If you are a registered shareholder and you wish to attend the meeting, you may still find it more convenient to complete a form of proxy and register your vote in advance of the meeting. If you vote by proxy in advance of the meeting, you are still entitled to attend and ask questions at the meeting, as well as to vote at the meeting if you decide you want to change your vote.

Beneficial shareholders who appoint themselves as proxyholders can also attend the meeting, ask questions and vote. Beneficial shareholders can also appoint someone else to attend the meeting and vote on their behalf by following the directions on page 12 of this Circular.

Beneficial shareholders who have not appointed themselves as proxyholder will be able to listen to the meeting as a guest but will not be able to ask questions or vote.

Attending the meeting as a registered shareholder

If you hold your shares directly and have a share certificate or DRS Advice in your name, you may attend the meeting by following the instructions below:

1. Log in online at https://web.lumiagm.com/423961867 using a web browser on a smartphone, tablet or computer.

2. Click “I have a login” and then enter your control number located on the form of proxy or in the email notification you received from Computershare, and password “tc2024” (case sensitive).

Attending the meeting as a beneficial shareholder

If you hold your shares beneficially through a broker, nominee or intermediary, you may attend the meeting by following the instructions below:

1. Appoint yourself as a duly appointed proxyholder, by following the instructions on page 12 of this Circular.

2. Visit https://www.computershare.com/TCEnergyAGM to register to attend the meeting. To register, enter your account number located on your voting instruction form, your name and email address. After the proxy deadline, Computershare will send you (or your proxyholder, if applicable) via email a username that will be required to log into the meeting.

3. Log in online at https://web.lumiagm.com/423961867 using a web browser on a smartphone, tablet or computer.

4. Click “I have a login” and then enter the four letter username provided to you (or your proxyholder, if applicable) by Computershare, and password “tc2024” (case sensitive).

You may also appoint someone to attend and vote at the meeting on your behalf by following steps 1 and 2 above (appointing such person as your proxyholder), and such person should follow steps 3 and 4 above in order to attend the meeting.

Attending the meeting as a guest

If you are not a registered shareholder, a duly appointed proxyholder, or a beneficial shareholder who has appointed themselves as a proxyholder, you can still attend the meeting and listen by following the instructions below:

1. Log in online at https://web.lumiagm.com/423961867 using a web browser on a smartphone, tablet or computer.

2. Select “Guest” and complete the information requested in the form.

8 | TC Energy Management Information Circular 2024

Submitting questions at the meeting

We will hold a live question and answer session to answer the questions submitted during the meeting. The following attendees will be able to submit questions:

• registered shareholders,

• beneficial shareholders who have appointed themselves proxyholder as outlined on page 12 of this Circular, and

• other duly appointed proxyholders.

Guests will not be able to submit questions during the meeting.

To ask a question, type your question into the chat function. Additional instructions on how to ask questions will be provided at least one week before the meeting on our website (www.tcenergy.com) and explained during the meeting.

We encourage you to submit your questions in advance of the meeting to Investor Relations by emailing investor_relations@tcenergy.com.

Following the meeting, a webcast in English of the meeting, including the question and answer session, will be available for viewing on our website (www.tcenergy.com).

We are committed to transparent communication at the meeting. Questions asked related to the business of the meeting will not be curated and will be presented as submitted, unedited and uncensored. Questions will be answered in the order received for each item of business.

We will respond in writing as soon as practical after the meeting to any questions that were not answered during the meeting.

Technical difficulties:

If you experience technical difficulties logging into the meeting or during the meeting, please contact 403-920-2050.

TC Energy Management Information Circular 2024 | 9

Voting

WHO CAN VOTE

Shareholders of record on April 16, 2024 are entitled to receive notice of the meeting and vote their shares at the meeting. Our Board set this date to comply with legal requirements and allow enough time for shareholders to receive and review the materials, make their voting decisions and send in their voting instructions before the deadline.

As of April 10, 2024, we had 1,037,487,829 common shares outstanding. Each common share carries the right to one vote on any item of business that properly comes before the meeting and any meeting that is reconvened if the meeting is adjourned. Subject to any further order of the Court, in order to pass, the Arrangement Resolution must be approved by at least two-thirds of the votes cast by shareholders present or represented by proxy at the meeting. Subject to our Majority Voting Policy for director elections (see Governance – Governance philosophy – Majority voting), a simple majority of votes (50 per cent plus one vote) is required for each other item to be approved by shareholders.

As of April 10, 2024, TC Energy had nine series of preferred shares outstanding. The holders of these shares do not have voting rights at the meeting.

Registered shareholders

You are a registered shareholder if you have a share certificate or DRS Advice in your name.

We will prepare a list of the registered shareholders as of April 16, 2024, showing the names of all shareholders who are entitled to vote at the meeting and the number of shares each owns. Our transfer agent, Computershare, will have a copy of the list at their Calgary office if you want to check it during regular business hours. If you would like to view this list, please call 403-267-6800 to set up an appointment. Computershare is located at Suite 800, 324 8^th Avenue S.W., Calgary, Alberta T2P 2Z2.

Non-registered (beneficial) shareholders

You are a beneficial shareholder if your securities broker, financial institution, clearing agency, trustee or custodian (your nominee) holds your shares for you in a nominee account.

Principal shareholders

Our directors and executives are not aware of any person or corporation that beneficially owns, directly or indirectly, or exercises control or direction over, more than ten per cent of our outstanding shares.

HOW TO VOTE

You have two ways to vote:

• by proxy, or

• by virtually attending the meeting and voting.

Voting by proxy

Voting by proxy means you are giving someone else the authority to attend the meeting and vote for you (your proxyholder).

Registered shareholders

We mail the Notice directly to you, and your package includes a proxy form.

You may request a paper copy of this Circular and the TC Energy Annual Report by following the instructions in the Notice that was mailed to you.

If you are a registered shareholder, you must return your signed proxy form in order to vote by proxy.

The securities represented by your proxy will be voted or withheld from voting in accordance with the instructions provided in your proxy on any ballot that may be called for. If you appoint the TC Energy representatives named in the proxy form and specify your voting instructions, your shares will be voted, or withheld from voting, accordingly. If you do not specify how you want to vote your shares, your shares will be voted for you as follows:

• for the nominated directors listed on the proxy form and in this Circular,

• for the appointment of KPMG LLP, Chartered Professional Accountants (KPMG) as TC Energy’s auditor, and authorizing the directors to fix their remuneration,

• for the approval of the Arrangement Resolution,

• for the approval of the South Bow Shareholder Rights Plan Resolution,

• for our approach to executive compensation, as described in this Circular, and

• against the shareholder proposal set forth in Schedule M of this Circular.

If you appoint someone else as your proxyholder, but do not specify how you want them to vote your shares, the person can vote as they see fit.

If there are any amendments to the items of business or any other matters that properly come before the meeting (including where the meeting will be reconvened if it was adjourned), your proxyholder has the discretion to vote as they see fit, in each instance, to the extent permitted by law whether the amendment or other matter of business that properly comes before the meeting is routine or contested.

10 | TC Energy Management Information Circular 2024

Late proxies may be accepted or rejected by the chair of the meeting at their discretion and the chair of the meeting is under no obligation to accept or reject any particular late proxy. The chair of the meeting may waive or extend the proxy cut-off without notice.

You can choose anyone to be your proxyholder – the person does not need to be a TC Energy shareholder or the TC Energy representatives named in the proxy form. You must write the person’s name on your proxy form, and return the signed proxy form to Computershare to appoint someone as your proxyholder. In addition, you must go to https://www.computershare.com/TCEnergyAGM and provide Computershare with the name and email address of your appointee so that Computershare may provide the appointee with a username via email to log into the meeting.

You should tell this person that you have appointed them as your proxyholder and that they need to attend the meeting and vote on your behalf. Your proxyholder must vote your shares according to your instructions. Your shares will not be voted if your proxyholder does not attend the meeting to vote for you.

If you have returned your signed proxy form and you do not appoint anyone to be your proxyholder, John E. Lowe, Chair of the Board, François L. Poirier, President and Chief Executive Officer (CEO) or Christine R. Johnston, Vice-President, Law and Corporate Secretary (TC Energy Proxyholders) will be appointed to act as your proxyholder to vote your shares at the meeting according to your instructions.

Appointing a proxyholder

You can appoint the TC Energy Proxyholders named on the proxy form to vote your shares at the meeting according to your instructions. If you appoint them, but do not indicate your voting instructions on the form, your shares will be voted as indicated on page 10.

You can decide to appoint someone else to represent you and vote your shares at the meeting. Print the name of that person in the blank space on the proxy form. If you do not specify how to vote your shares, your proxyholder can vote as they see fit.

Take some time to read about the items of business (see pages 36-40, as well as the more detailed information contained elsewhere in this Circular, including the schedules hereto, concerning the Arrangement and the South Bow Shareholder Rights Plan), then complete the proxy form mailed to you, sign and date it, and mail it in the envelope provided. Computershare must receive the completed form by 10 a.m. (EDT) on Friday, May 31, 2024 (or, if the meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, prior to the commencement of the reconvened meeting).

If your package is missing an envelope, use a blank one and address it to:

Computershare Investor Services, Inc.

Stock Transfer Services

100 University Avenue, 8^th Floor

Toronto, ON, Canada M5J 2Y1

If you want to submit your voting instructions by phone or on the internet, you must do so by 10 a.m. (EDT) on Friday, May 31, 2024 (or, if the meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, prior to the commencement of the reconvened meeting). See the instructions on your proxy form.

Participating in the meeting and voting

If you want to attend the meeting and vote, do not complete the proxy form. Just log into the meeting using the instructions provided on page 8 and vote online at the meeting.

TC Energy Management Information Circular 2024 | 11

Non-registered (beneficial) shareholders

Your broker, its agent or its nominee can only vote your shares if they have received proper voting instructions from you. If you are a beneficial shareholder, your package includes a voting instruction form. Complete the form and follow the return instructions on the form.

The voting instruction form is similar to a proxy form, however, it can only instruct the registered shareholder how to vote your shares. You cannot use the form to vote your shares directly.

Your broker is required by law to receive voting instructions from you before voting your shares. Every broker has their own mailing procedures and instructions for returning the completed voting instruction form, so be sure to follow the instructions provided on the form which may require you to take action earlier than the deadline for voting by proxy.

Most brokers delegate responsibility for obtaining instructions from their clients to Broadridge Investor Communications Corporation (Broadridge). Broadridge, or any other intermediary, as applicable, mails the proxy materials and voting instruction form to beneficial shareholders, at our expense.

The voting instruction form will name the same TC Energy representatives listed on page 11 to act as TC Energy Proxyholders.

You may request a paper copy of this Circular and TC Energy Annual Report by following the instructions in the Notice that was mailed to you.

Participating in the meeting and voting

You can attend the meeting and vote, or you can appoint someone else to attend the meeting and give them your voting instructions. In order to do so, print your name (if you wish to attend the meeting), or the name of the person you are appointing (if you wish for such person to attend and vote on your behalf at the meeting), in the blank space provided on the voting instruction form. Complete the rest of the form and then mail it to Broadridge (or to your broker, as instructed on your voting instruction form) as soon as possible. Your package also includes instructions for submitting your voting instructions by phone or on the internet if you prefer either of these methods. You, or your appointee, must then follow the instructions on page 8 of this Circular in order to attend the meeting.

Broadridge tabulates the results of all the instructions it receives from beneficial shareholders, and provides appropriate voting instructions to our transfer agent.

If you are not sure if you are a registered shareholder or beneficial shareholder, please contact our shareholder advisor and proxy solicitation agent: Morrow Sodali, by telephone at 1-888-999-2944 or by email at assistance@morrowsodali.com.

CHANGING YOUR VOTE

Registered shareholders

If you change your mind and want to revoke your proxy, you may revoke it by:

• completing and signing a proxy bearing a later date (see page 10) and delivering such proxy to Computershare by 10 a.m. (EDT) on Friday, May 31, 2024 (or, if the meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, prior to the commencement of the reconvened meeting);

• sending a signed written statement (or have your attorney sign a statement with your written authorization) to:

Corporate Secretary

TC Energy Corporation

450 – 1 Street S.W. Calgary, AB

Canada T2P 5H1

corporate_secretary@tcenergy.com

We must receive your written statement prior to 5 p.m. MDT on Monday, June 3, 2024 or 5 p.m. MDT on the last business day prior to the day the meeting is reconvened if it is adjourned; or

• any other manner permitted by law.

If you have followed the instructions for attending and voting at the meeting, voting at the meeting will revoke any previous proxy.

Non-registered (beneficial) shareholders

If you change your mind, contact your broker or nominee.

HOW THE VOTES ARE COUNTED

As transfer agent, Computershare counts and tabulates the votes on our behalf to ensure the votes are kept confidential. They only show us the ballot or proxy form if:

• it is required by law,

• there is a proxy contest, or

• there are written comments on the proxy form.

12 | TC Energy Management Information Circular 2024

Information for U.S. Shareholders

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE IN THE UNITED STATES, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The securities to be issued to shareholders and holders of TC Energy incentive securities pursuant to the Arrangement described in this Circular have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and are being issued and distributed, respectively, in reliance on the exemption from registration under the U.S. Securities Act set forth in Section 3(a)(10) thereof and exemptions provided under the securities laws of any state of the United States in which the shareholders reside. Section 3(a)(10) of the U.S. Securities Act provides an exemption from registration under the U.S. Securities Act for offers and sales of securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear.

The securities of TC Energy and South Bow to be issued to shareholders and holders of TC Energy incentive securities pursuant to the Arrangement will generally not be subject to resale restrictions under U.S. federal securities laws, except by persons who are “affiliates” (as such term is understood under U.S. securities laws) of TC Energy or South Bow after the Effective Date, or were “affiliates” of TC Energy or South Bow within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such securities by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. See Certain Securities Law Matters – U.S. Securities Laws.

The solicitation of proxies for the meeting made pursuant to this Circular is not subject to the requirements applicable to proxy statements under the U.S. Exchange Act by virtue of an exemption applicable to “foreign private issuers” (as defined in Rule 3b-4 under the U.S. Exchange Act). Accordingly, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

The enforcement by investors of civil liabilities under U.S. securities laws may be adversely affected by the fact that TC Energy and South Bow and certain of their respective subsidiaries are organized under the laws of jurisdictions outside the United States, that certain of their officers and directors are residents of countries other than the United States, that the experts named in this Circular are residents of countries other than the United States and that a significant portion of the assets of TC Energy, and substantially all of the assets of certain such persons are located outside the United States. As a result, it may be difficult or impossible for shareholders in the United States to effect service of process within the United States upon TC Energy or South Bow, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

TC Energy Management Information Circular 2024 | 13

Forward-Looking Information

This Circular contains certain information that is forward-looking and is subject to important risks and uncertainties (such statements are usually accompanied by words like anticipate, expect, believe, may, will, would, should, estimate, intend, continue or other similar words). Forward-looking statements in this document are intended to provide TC Energy security holders and potential investors with information regarding the Arrangement, as well as TC Energy, the subsidiaries of TC Energy, and South Bow, including management’s assessment of TC Energy’s, such subsidiaries’, and South Bow’s future plans and financial outlook.

Our forward-looking information in this document includes, but is not limited to:

• statements regarding the business of and procedure for the meeting and solicitation of proxies;

• the belief that virtual meetings and notice-and-access delivery are more environmentally friendly and cost-effective methods of shareholder engagement;

• future composition of our Board and senior management, including statements regarding our diversity targets;

• statements related to TC Energy’s sustainability commitments, including targets related to GHG emissions intensity reduction, biodiversity, land capability, and safety; positioning for net zero; further integration of sustainability into strategy, decision-making, performance-tracking and assessment; R&D and innovation investments to enhance energy sector sustainability; strengthening community resilience; fostering relationships with Indigenous groups; maintaining mutually beneficial partnerships with our landowners; fostering inclusion and diversity; and demonstrating the importance of mental health and psychological well-being, among other things;

• the intended aims of our compensation for directors and named executive officers;

• estimated compensation awards;

• estimated annual retirement and pension benefits for the named executive officers;

• potential payments and benefits for the named executive officers upon specified triggering events, including the Arrangement;

• statements concerning the completion and proposed terms of, and matters relating to, the Arrangement and the expected timing related thereto;

• the tax treatment of the Arrangement and certain related transactions;

• the expected operations, financial results and condition of TC Energy and South Bow following the Arrangement;

• TC Energy’s and South Bow’s future objectives, strategies and capital program and the methods they expect to

employ to achieve their respective objectives and implement such capital program;

• the future prospects of TC Energy and South Bow as independent corporations;

• the expected treatment of certain TC Energy employees and employee benefit plans in connection with the Arrangement;

• the expected treatment of holders of TC Energy incentive securities in connection with the Arrangement;

• the anticipated effects of the Arrangement;

• the listing of the TC Energy Special Shares, the TC Energy Arrangement Common Shares and the South Bow Common Shares on the TSX and NYSE;

• expectations regarding trading markets in TC Energy shares and South Bow Common Shares prior to the Distribution Payment Date;

• the estimated cash flow, earnings, capitalization and adequacy thereof to support, among other things, each of TC Energy and South Bow following the Arrangement;

• the expected dividends of TC Energy and South Bow and their respective ability to execute share buybacks following the Arrangement;

• the credit ratings of TC Energy and South Bow following the Arrangement;

• the ability of TC Energy and South Bow to access capital markets following the Arrangement;

• expansion opportunities available to TC Energy and South Bow following the Arrangement, including their respective abilities to execute on strategic growth projects and acquisitions;

• the expectation that South Bow will be a reporting issuer in all the provinces and territories of Canada following the Arrangement; and

• the expected terms of the Separation Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement.

Our forward-looking information is based on certain key assumptions and is subject to risks and uncertainties, including but not limited to:

• our ability to satisfy conditions precedent and obtain approvals required for the Arrangement, including with respect to the Tax Rulings, on satisfactory terms and in a timely manner;

• the benefits of the Arrangement being realized;

• the prices of the New TC Energy Common Shares and South Bow Common Shares following the completion of the Arrangement;

• the tax consequences of the Arrangement and certain related transactions;

14 | TC Energy Management Information Circular 2024

• compliance by TC Energy and South Bow with the terms and conditions of the Arrangement Agreement;

• realization of expected benefits from acquisitions, divestitures and energy transition;

• our ability and the ability of South Bow to successfully implement our respective strategic priorities and whether they will yield the expected benefits;

• our ability and the ability of South Bow to implement a capital allocation strategy aligned with maximizing shareholder value;

• operating performance of our pipelines, power generation and storage assets;

• operating performance of South Bow’s pipelines and storage assets;

• amount of capacity sold and rates achieved in our pipeline businesses and South Bow’s pipeline businesses;

• the amount of capacity payments and revenues from power generation assets due to plant availability;

• production levels within supply basins;

• construction and completion of capital projects;

• cost, availability of, and inflationary pressures on, labour, equipment and materials;

• the availability and market prices of commodities;

• access to capital markets on competitive terms;

• interest, tax and foreign exchange rates;

• performance and credit risk of our counterparties and South Bow’s counterparties;

• regulatory decisions and outcomes of legal proceedings, including arbitration and insurance claims;

• outcomes related to the Milepost 14 incident and certain existing variable toll disputes on the Keystone Pipeline;

• performance by TC Energy, South Bow, SBPL, as applicable, and the other parties thereto, of their respective obligations under the Separation Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement;

• our ability and the ability of South Bow to effectively anticipate and assess changes to government policies and regulations, including those related to the environment;

• competition in the businesses in which we operate and South Bow will operate;

• unexpected or unusual weather;

• acts of civil disobedience;

• cyber security and technological developments;

• sustainability-related risks;

• our ability to develop, access or implement some or all of the technology and infrastructure necessary to efficiently and effectively achieve GHG emissions targets and ambitions;

• the commercial viability and scalability of GHG emissions reduction strategies and related technology and products;

• the development and execution of implementing strategies to meet our sustainability commitments and GHG emissions targets and ambitions;

• impact of energy transition on our business and the future business of South Bow;

• economic conditions in North America as well as globally; and

• global health crises, such as pandemics and epidemics and the impacts related thereto.

For additional information about the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to the TC Energy Annual Report filed under TC Energy’s profile on SEDAR+ (www.sedarplus.ca) and with the SEC (www.sec.gov). As actual results could vary significantly from the forward-looking information, you should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking statements due to new information or future events, unless we are required to by law.

TC Energy Management Information Circular 2024 | 15

Non-GAAP Measures

This Circular references comparable EBITDA and comparable EPS, which are non-GAAP measures. It also contains references to debt-to-EBITDA, a non-GAAP ratio, which is calculated using adjusted debt and adjusted comparable EBITDA, each of which is a non-GAAP measure. These measures do not have any standardized meaning as prescribed by GAAP and therefore may not be comparable to similar measures presented by other entities. These non-GAAP measures are calculated by adjusting certain GAAP measures for specific items we believe are significant but not reflective of our underlying operations in the period. These comparable measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable, except as otherwise described in the TC Energy Annual Financial Statements and the TC Energy Annual MD&A.

Comparable EBITDA represents segmented earnings (losses) adjusted for certain specific items, excluding charges for depreciation and amortization. Refer to the Financial results section for each business segment in the TC Energy Annual MD&A for a reconciliation to segmented earnings (losses).

Comparable earnings represents earnings attributable to common shareholders on a consolidated basis, adjusted for specific items. Refer to the Financial highlights section in the TC Energy Annual MD&A for a reconciliation to Net income (loss) per common share.

Refer to the About this document – Non-GAAP measures section of the TC Energy Annual MD&A for more information about the non-GAAP measures we use. The TC Energy Annual MD&A is incorporated by reference into this Circular and is available under TC Energy’s profile on SEDAR+ (www.sedarplus.ca).

With respect to non-GAAP measures used in the calculation of debt-to-EBITDA, adjusted debt is defined as the sum of Reported Total debt, including Notes payable, Long-term debt, Current portion of long-term debt and Junior subordinated notes, as reported on our Consolidated balance sheet as well as Operating lease liabilities recognized on our Consolidated balance sheet and 50 per cent of Preferred shares as reported on our Consolidated balance sheet due to the debt-like nature of their contractual and financial obligations, less Cash and cash equivalents as reported on our Consolidated balance sheet and 50 per cent of Junior subordinated notes as reported on our Consolidated balance sheet due to the equity-like nature of their contractual and financial obligations. Adjusted comparable EBITDA is calculated as comparable EBITDA excluding operating lease costs recorded in Plant operating costs and other in our Consolidated statement of income and adjusted for Distributions received in excess of (income) loss from equity investments as reported in our Consolidated statement of cash flows which we believe is more reflective of the cash flows available to TC Energy to service our debt and other long-term commitments. We believe that debt-to-EBITDA provides investors with useful information as it reflects our ability to service our debt and other long-term commitments. The following is a reconciliation of adjusted debt and adjusted comparable EBITDA for the year ended December 31, 2023:

(millions of Canadian $)	year ended December 31
	2023
Reported total debt		63,201
Management adjustments:
Debt treatment of preferred shares1		1,250
Equity treatment of junior subordinated notes2		(5,144	)
Cash and cash equivalents		(3,678	)
Operating lease liabilities		459
Adjusted debt		56,088
Comparable EBITDA		10,988
Operating lease cost		118
Distributions received in excess of (income) loss from equity investments		(123	)
Adjusted Comparable EBITDA		10,983
Adjusted Debt/Adjusted Comparable EBITDA3		5.1

Note

1 50 per cent debt treatment on $2.5 billion of preferred shares as of December 31, 2023.

2 50 per cent equity treatment on $10.3 billion of junior subordinated notes as of December 31, 2023. U.S. dollar-denominated notes translated at December 31, 2023, U.S./Canada foreign exchange rate of 1.32.

3 Adjusted debt and adjusted comparable EBITDA are non-GAAP financial measures. Management methodology. Individual rating agency calculations will differ.

16 | TC Energy Management Information Circular 2024

Glossary

The following is a glossary of certain terms used in this Circular, including the Summary and the Schedules to this Circular.

“2022 TC Energy PSUs” has the meaning given to it under the heading The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy PSUs.

“401(k) Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“acquiring person” has the meaning given to it under the heading South Bow Shareholder Rights Plan – Flip-In Events.

“Affiliate” means, when describing a relationship between two persons, that either: (a) one of them is under the direct or indirect control of the other; or (b) each of them is directly or indirectly controlled by the same person.

“allowable capital loss” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Resident in Canada – Taxation of Capital Gains and Capital Losses.

“Arrangement” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement, or made at the direction of the Court in the Final Order, provided that such amendments or variations are acceptable to TC Energy.

“Arrangement Agreement” means the arrangement agreement dated April 10, 2024 between TC Energy, South Bow and SBPL, a copy of which is attached as Schedule C to this Circular, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“Arrangement Resolution” means the special resolution of shareholders approving the Arrangement to be considered at the meeting, the full text of which is set out in Schedule A to this Circular.

“Arrangement Shares” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

“Articles of Arrangement” means the articles of arrangement of TC Energy in respect of the Arrangement, required by Section 192(6) of the CBCA to be sent to the Director after the Final Order is made.

“ASC” means the Alberta Securities Commission.

“Audit Committee” means the audit committee of TC Energy.

“Bbl/d” means barrel(s) per day.

“Bcf” means billion cubic feet.

“Board” has the meaning given to it under the heading Management Information Circular.

“Broadridge” means Broadridge Investor Communications Corporation.

“Bruce Power” means Bruce Power Limited Partnership, a Canadian-owned partnership of TC Energy, Ontario Municipal Employees Retirement Systems, the Power Workers’ Union and The Society of United Professionals.

“Canadian GAAS” means Canadian Generally Accepted Auditing Standards.

“Canada-U.S. Treaty” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Not Resident in Canada.

“Canadian Tax Ruling” has the meaning given to it in the definition of Tax Rulings.

“Carve-Out Financial Statements” means the audited combined carve-out financial statements for the Liquids Pipelines business as of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023, the notes thereto, and the auditor’s report thereon, which are included in Schedule H to this Circular.

“CBCA” means the Canada Business Corporations Act, RSC 1985, c C-44.

“CEO” means Chief Executive Officer.

“CER” means the Canada Energy Regulator.

TC Energy Management Information Circular 2024 | 17

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement.

“CFO” means Chief Financial Officer.

“Circular” has the meaning given to it under the heading Management Information Circular.

“Code” means TC Energy’s Code of Business Ethics.

“Committee” means a committee of the Board.

“comparable EBITDA” means comparable earnings before interest, taxes, depreciation and amortization.

“Computershare” means Computershare Investor Services, Inc.

“COO” means Chief Operating Officer.

“Court” means the Court of King’s Bench of Alberta.

“CRA” means the Canada Revenue Agency.

“DB Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“DC Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“DCF” means distributable cash flow per share.

“Director” means the Director appointed pursuant to Section 260 of the CBCA.

“Distribution Payment Date” means the date on which South Bow Common Shares are issued to shareholders as of the Distribution Record Date pursuant to the Arrangement.

“Distribution Record Date” means the record date established by TC Energy for the Arrangement.

“DRP” means the Dividend Reinvestment and Share Purchase Plan of TC Energy.

“DRS Advice” means a direct registration system advice.

“Effective Date” means the effective date of the Arrangement, being the date shown on the Certificate of Arrangement.

“Effective Time” means 12:01 a.m. (MDT) on the Effective Date, or such other time as TC Energy and South Bow agree to in writing before the Effective Date.

“Employee Matters Agreement” means the employee matters agreement to be entered into between TC Energy and South Bow in the form and content and on terms and conditions to be agreed upon by TC Energy and South Bow, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“EPS” means earnings per share.

“ERM” means enterprise risk management.

“ESG” means environmental, social and governance.

“Evercore” means Evercore Group L.L.C.

“Ex-Date” has the meaning given to it under the heading The Arrangement – Trading of Shares on the TSX – Type of Trading and Markets – Ex-Distribution.

“Executive Leadership Team” has the meaning given to it under the heading Executive Compensation Discussion and Analysis.

“exempt acquisition” has the meaning given to it under the heading South Bow Shareholder Rights Plan – Waiving the South Bow Shareholder Rights Plan.

“Exercise Price” has the meaning given to it under the heading South Bow Shareholder Rights Plan – South Bow Rights.

“Fairness Opinion” means the opinion of Evercore dated April 10, 2024, addressed to the Board to the effect that, as of such date, based upon and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by shareholders pursuant to the Arrangement is fair, from a financial point of view, to shareholders, the full text of which is set out in Schedule D to this Circular.

18 | TC Energy Management Information Circular 2024

“FERC” means the U.S. Federal Energy Regulatory Commission.

“FHSA” means first home savings account.

“Final Order” means the final order of the Court pursuant to Section 192 of the CBCA, in a form acceptable to TC Energy, approving the Arrangement, as such order may be amended or varied by the Court, provided that any such amendment or variation is acceptable to TC Energy, at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or amended (provided that any such amendment is acceptable to TC Energy) on appeal.

“Fitch” means Fitch Ratings Inc.

“FMV Reduction of a TC Energy Common Share” means the volume weighted average trading price of the TC Energy shares on the TSX for the five trading days preceding (but, for greater certainty, not including) the Effective Date (or such other trading period that is acceptable to the TSX) minus the volume weighted average trading price of the New TC Energy Common Shares on the TSX for the first five trading days commencing on (and, for greater certainty, including) the Effective Date (or such other trading period that is acceptable to the TSX).

“Former TC Energy Employee” means a person who was previously a director, officer, manager or employee of TC Energy or an Affiliate thereof but is not, as of the Effective Time, a director, officer, manager or employee of TC Energy or an Affiliate thereof.

“GAAP” means Generally Accepted Accounting Principles of the applicable country.

“GHG” means greenhouse gas.

“Governance Committee” means the governance committee of TC Energy.

“Governmental Authority” means:(a) any multinational, federal, national, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry or agency, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; (c) any quasi-governmental or private body exercising any regulatory, self-regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange.

“GRI” means the Global Reporting Initiative.

“Holder” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

“HSSE” means health, safety, sustainability and environment.

“HSSE Committee” means the health, safety, sustainability and environment committee of TC Energy.

“Human Resources Committee” means the human resources committee of TC Energy.

“Indicative Proposal” has the meaning given to it under the heading The Arrangement – Background to the Arrangement.

“Interim Order” means the interim order of the Court pursuant to Section 192 of the CBCA providing for, among other things, the calling and holding of the meeting, as such order may be amended or varied by the Court, provided that any such amendment or variation is acceptable to TC Energy.

“Investment Grade Rating” means: (a) with respect to S&P, a rating equal to or higher than BBB-; (b) with respect to Moody’s, a rating equal to or higher than Baa3; and (c) with respect to Fitch, a rating equal to or higher than BBB-.

“Investment Grade Rating Condition” has the meaning given to it under the heading Conditions to Closing of the Arrangement and Tax Rulings – Conditions to the Arrangement.

“IRS” means the U.S. Internal Revenue Service.

“JV Partner” has the meaning given to it under the heading The Arrangement – Background to the Arrangement.

“Keystone XL” means the phase of the Keystone Pipeline System that was terminated by TC Energy in June 2021.

“km” means kilometers.

“Legacy Savings Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“Liquids Pipelines business” means the business segment referred to as the “Liquids Pipelines” business segment currently carried on by TC Energy and its Affiliates consisting of, among other things, the transportation of Canadian crude oil from Hardisty, Alberta to key

TC Energy Management Information Circular 2024 | 19

refining and export markets in the U.S. Midwest and the U.S. Gulf Coast, as well as U.S. domestic service from Cushing, Oklahoma to the U.S. Gulf Coast, as described in greater detail in Schedule F to this Circular, and includes all the assets and liabilities pertaining thereto that are held, directly or indirectly, by TC Energy and its Affiliates immediately prior to the Effective Time.

“LNG” means liquified natural gas.

“Material Adverse Effect” means, in respect of any corporation, any change, event, development or occurrence that is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, liabilities (including contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), capital, properties, assets or financial condition of that corporation (including its Affiliates) considered as a whole after giving effect to the Arrangement or that would materially impair that corporation’s ability to perform its obligations under the Arrangement Agreement or the Plan of Arrangement in any material respect.

“MD&A” means management’s discussion and analysis.

“meeting” has the meaning given to it under the heading Management Information Circular.

“Meridian” means Meridian Compensation Partners.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Milepost 14 incident” means the pipeline incident in December 2022 involving the release of oil from the Keystone Pipeline into a creek in Washington County, Kansas.

“Moody’s” means Moody’s Investors Service, Inc.

“Morrow Sodali” means Morrow Sodali (Canada) Ltd.

“MW” means megawatt(s).

“Natural Gas Pipelines business” means the natural gas pipelines business currently carried on by TC Energy and its Affiliates, which is comprised of the Canadian Natural Gas Pipelines segment, the U.S. Natural Gas Pipelines segment and the Mexico Natural Gas Pipelines segment of TC Energy’s business.

“New TC Energy Common Shares” means the common shares in the capital of TC Energy following the completion of the Arrangement (the rights, privileges, restrictions and conditions attaching to which will, for greater certainty, be identical in all respects to the currently outstanding TC Energy shares), including those issued to shareholders pursuant to the Arrangement in partial exchange for the existing TC Energy shares.

“New TC Energy Stock Options” means options to purchase New TC Energy Common Shares issued pursuant to the Plan of Arrangement, with the exercise price of each such New TC Energy Stock Option determined in accordance with the Plan of Arrangement and the other terms and conditions thereof determined in accordance with the TC Energy Stock Option Plan and any agreements thereunder and including any adjustments thereto necessary to give effect to the intent of the Plan of Arrangement, as such plan or agreements may be amended by the Board or a committee thereof. See The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy Options.

“NI 52-107” has the meaning given to it under the heading Exemptions from Instruments.

“Non-Qualified Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“Non-Resident Shareholder” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Not Resident in Canada.

“Non-Transferred Employee Exchange Ratio” means the quotient of (a) the volume weighted average trading price of the TC Energy shares on the TSX for the five trading days preceding (but, for greater certainty, not including) the Effective Date (or such other trading period that is acceptable to the TSX), divided by (b) the volume weighted average trading price of the New TC Energy Common Shares on the TSX for the first five trading days commencing on (and, for greater certainty, including) the Effective Date (or such other trading period that is acceptable to the TSX).

“Non-Transferred Employees” means TC Energy Employees who are not Transferred Employees.

“Notice” has the meaning given to it under the heading Delivery of Meeting Materials.

“NYSE” means the New York Stock Exchange.

“person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity.

20 | TC Energy Management Information Circular 2024

“PFIC” means a passive foreign investment company within the meaning of the U.S. Code and U.S. Treasury Regulations promulgated thereunder.

“Plan of Arrangement” means the plan of arrangement, including the exhibits thereto, substantially in the form set out as Appendix A to the Arrangement Agreement, which is attached as Schedule C to this Circular, as amended or varied from time to time in accordance with the Arrangement Agreement and the Plan of Arrangement or at the direction of the Court in the Final Order, provided that such amendments or variations are acceptable to TC Energy.

“Post-Arrangement Transactions” means the transactions to be undertaken following the Effective Date for administrative and transitional purposes.

“Power and Energy Solutions” means the power and energy solutions segment of TC Energy’s business.

“Pre-Arrangement Transactions” means the transactions undertaken prior to the Effective Date to reorganize the Liquids Pipelines business under the ownership of SBPL.

“RDSPs” means registered disability savings plan.

“Record Date” means April 16, 2024.

“Regulations” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

“Resident Shareholder” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Resident in Canada.

“RESPs” means registered education savings plan.

“RRIFs” means registered retirement income funds.

“RRSPs” means registered retirement savings plan.

“Rulings Applications” means all of the letter submissions made by or on behalf of TC Energy to the CRA or the IRS concerning the Arrangement and certain related transactions prior to the date hereof, together with all such letter submissions made in connection therewith on or after the date hereof.

“S&P” means S&P Global Ratings.

“SASB” means Sustainability Accounting Standards Board.

“Savings Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“SBPL” means South Bow Pipelines Ltd., a corporation existing under the laws of Canada.

“SBPL Common Shares” means the common shares in the capital of SBPL.

“SEC” means the U.S. Securities and Exchange Commission.

“SEDAR+” means the System for Electronic Data Analysis and Retrieval + of the Canadian Securities Administrators.

“Separation Agreement” means the separation agreement to be entered into between TC Energy, South Bow, SBPL, 15142083 Canada Ltd., 15142121 Canada Ltd. and 6297782 LLC regarding the separation of the Liquids Pipelines business in connection with the Arrangement, including the transfer of certain assets related to the Liquids Pipelines business from TC Energy to South Bow and the allocation of certain liabilities and obligations related to the Liquids Pipelines business between TC Energy and South Bow, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“Separation Time” has the meaning given to it under the heading South Bow Shareholder Rights Plan – South Bow Rights.

“shareholder” has the meaning given to it under the heading Management Information Circular.

“shares” has the meaning given to it under the heading Management Information Circular.

“South Bow” means South Bow Corporation, a corporation existing under the laws of Canada.

“South Bow Board” means the board of directors of South Bow.

“South Bow Common Shares” means the common shares in the capital of South Bow.

“South Bow Human Resources Committee” means the human resources committee of South Bow.

TC Energy Management Information Circular 2024 | 21

“South Bow PSU” means a right granted by South Bow pursuant to the Plan of Arrangement to an eligible executive to receive the cash equivalent of a South Bow Common Share, with the terms and conditions thereof determined in accordance with the South Bow PSU Plan and any agreements thereunder and including any adjustments thereto necessary to give effect to the intent of the Plan of Arrangement, as such plan or agreements may be amended by the South Bow Board or a committee thereof. See The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy PSUs.

“South Bow PSU Plan” means the Performance Share Unit Plan of South Bow to be adopted prior to the Effective Date, the terms of which are expected to be substantially similar to the TC Energy PSU Plan.

“South Bow Redemption Note” means the non-interest bearing demand promissory note issued by South Bow to TC Energy pursuant to the Plan of Arrangement in satisfaction of the aggregate redemption price payable by South Bow to TC Energy in respect of the South Bow Special Shares held by TC Energy.

“South Bow Rights” has the meaning given to it under the heading South Bow Shareholder Rights Plan – South Bow Rights.

“South Bow RSU” means a right granted by South Bow pursuant to the Plan of Arrangement to a participant to receive the cash equivalent of a South Bow Common Share, with the terms and conditions thereof determined in accordance with the South Bow RSU Plan and any agreements thereunder and including any adjustments thereto necessary to give effect to the intent of the Plan of Arrangement, as such plan or agreements may be amended by the South Bow Board or a committee thereof. See The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy RSUs.

“South Bow RSU Plan” means the Restricted Share Unit Plan of South Bow to be adopted prior to the Effective Date, the terms of which are expected to be substantially similar to the TC Energy RSU Plan.

“South Bow Shareholder” means a holder of South Bow Common Shares at the applicable time.

“South Bow Shareholder Rights Plan” means the proposed shareholder rights plan of South Bow, substantially in the form attached as Schedule L to this Circular, to be considered pursuant to the South Bow Shareholder Rights Plan Resolution and, if approved, to be adopted prior to the Effective Date.

“South Bow Shareholder Rights Plan Resolution” means the ordinary resolution of shareholders approving the South Bow Shareholder Rights Plan to be considered at the meeting, the full text of which is set out in Schedule B to this Circular.

“South Bow Special Shares” means the non-voting, redeemable, retractable preferred shares in the capital of South Bow to be created pursuant to the Plan of Arrangement and having the rights, privileges, restrictions and conditions set out in Exhibit II to the Plan of Arrangement.

“South Bow Stock Option Plan” means the stock option plan of South Bow, to be adopted prior to the Effective Date.

“South Bow Stock Options” means options to purchase South Bow Common Shares issued pursuant to the Plan of Arrangement, with the exercise price of each such South Bow Stock Option determined in accordance with the Plan of Arrangement and the other terms and conditions thereof determined in accordance with the South Bow Stock Option Plan and any agreements thereunder and including any adjustments thereto necessary to give effect to the intent of the Plan of Arrangement, as such plan or agreements may be amended by the South Bow Board or a committee thereof. See The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy Options.

“South Bow USA” means South Bow USA Services, Inc.

“South Bow USA 401(k) Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“South Bow USA DB Plan” means the defined benefit pension plan of South Bow USA.

“South Bow USA Non-Qualified Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“Special Committee” has the meaning given to it under the heading The Arrangement – Background to the Arrangement.

“Subject Bid” has the meaning given to it under the heading South Bow Shareholder Rights Plan – Lock-Up Agreements.

“Supplemental DB Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“Supplemental DC Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

22 | TC Energy Management Information Circular 2024

“Tax Act” means the Income Tax Act, RSC 1985, c. 1 (5^th Supp.), as amended.

“Tax Matters Agreement” means the tax matters agreement to be entered into between TC Energy and South Bow, in the form and content and on terms and conditions to be agreed upon by TC Energy and South Bow, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“Tax Proposals” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

“Tax Rulings” means the advance income tax rulings received from each of the CRA (with respect to such tax ruling, the Canadian Tax Ruling) and the IRS (with respect to such tax ruling, the U.S. Tax Ruling), in the form requested in the Rulings Applications or otherwise acceptable to TC Energy, as the same may be amended, modified and/or supplemented from time to time at the request of the CRA or the IRS, as applicable, or at the request of TC Energy, in each case, regarding certain applicable Canadian and U.S. federal income tax consequences of the transfer by TC Energy of the Transferred Property under the Arrangement and certain other transactions.

“taxable capital gain” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Resident in Canada – Taxation of Capital Gains and Capital Losses.

“TC Energy” means TC Energy Corporation, a corporation existing under the laws of Canada.

“TC Energy AIF” has the meaning given to it under the heading Documents Incorporated by Reference.

“TC Energy Annual Financial Statements” has the meaning given to it under the heading Documents Incorporated by Reference.

“TC Energy Annual MD&A” has the meaning given to it under the heading Documents Incorporated by Reference.

“TC Energy Annual Report” has the meaning given to it under the heading Documents Incorporated by Reference.

“TC Energy Arrangement Common Shares” means the new class of common shares in the capital of TC Energy to be created pursuant to the Plan of Arrangement, having the rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement, and to be issued to shareholders pursuant to the Plan of Arrangement in partial exchange for the existing TC Energy shares, subsequent to which the TC Energy Arrangement Common Shares shall be exchanged for New TC Energy Common Shares pursuant to the Plan of Arrangement.

“TC Energy common shares” has the meaning given to it under the heading Management Information Circular.

“TC Energy DSU” means a right granted by TC Energy to an eligible director to receive, on a deferred payment basis, the cash equivalent of a TC Energy share on the terms and conditions set out in the TC Energy DSU Plan.

“TC Energy DSU Plan” means the Deferred Share Unit Plan of TC Energy, as amended.

“TC Energy Employees” means all directors, officers, managers and employees of TC Energy and its Affiliates, including directors, officers, managers and employees on disability leave, parental leave or other leave of absence, immediately prior to the Effective Time.

“TC Energy Indemnified Liquids Liabilities” has the meaning given to it under the heading The Arrangement – Separation Agreement and Other Arrangements.

“TC Energy Proxyholders” has the meaning given to it under the heading About the Shareholder Meeting – How to Vote.

“TC Energy PSU” means a right granted by TC Energy to an eligible executive to receive the cash equivalent of a TC Energy share on the terms and conditions set out in the TC Energy PSU Plan. For greater certainty, references herein to “TC Energy PSUs” shall include TC Energy executive share units granted prior to such incentive securities being renamed “performance share units”.

“TC Energy PSU Plan” means the Performance Share Unit Plan of TC Energy, which was previously named the “Executive Share Unit Plan” of TC Energy.

“TC Energy Redemption Note” means the non-interest bearing demand promissory note issued by TC Energy to South Bow pursuant to the Plan of Arrangement in satisfaction of the aggregate redemption price payable by TC Energy to South Bow in respect of the TC Energy Special Shares held by South Bow.

“TC Energy RSU” means a right granted by TC Energy to a participant to receive the cash equivalent of a TC Energy share on the terms and conditions set out in the TC Energy RSU Plan.

“TC Energy RSU Plan” means, for TC Energy RSUs granted on or after February 13, 2023, the Restricted Share Unit Plan of TC Energy amended and effective February 13, 2023, and for TC Energy RSUs granted prior to February 13, 2023, the Restricted Share Unit Plan of TC Energy amended and restated February 14, 2022.

“TC Energy Shareholder Rights Plan” means the Shareholder Rights Plan of TC Energy dated as of April 29, 2022.

TC Energy Management Information Circular 2024 | 23

“TC Energy shares” has the meaning given to it under the heading Management Information Circular.

“TC Energy Special Shares” means the non-voting, redeemable, retractable preferred shares in the capital of TC Energy to be created pursuant to the Plan of Arrangement, having the rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement, and to be issued to shareholders pursuant to the Arrangement in partial exchange for the existing TC Energy shares.

“TC Energy Stock Option” means an option to purchase a TC Energy share at a particular exercise price pursuant to the TC Energy Stock Option Plan.

“TC Energy Stock Option Plan” means the Stock Option Plan of TC Energy.

“TC USA” means TransCanada USA Services Inc.

“TCFD” means the Task Force on Climate-Related Financial Disclosures.

“TCPL” means TransCanada PipeLines Limited, a corporation existing under the laws of Canada and a wholly-owned subsidiary of TC Energy.

“TFSA” means tax-free savings account.

“Transferred Employee Exchange Ratio” means the quotient of (a) the volume weighted average trading price of the TC Energy shares on the TSX for the five trading days preceding (but, for greater certainty, not including) the Effective Date (or such other trading period that is acceptable to the TSX), divided by (b) the volume weighted average trading price of the South Bow Common Shares on the TSX for the first five trading days commencing on (and, for greater certainty, including) the Effective Date (or such other trading period that is acceptable to the TSX).

“Transferred Employees” means each TC Energy Employee who accepts an offer of employment from South Bow or an Affiliate thereof, effective prior to or as of the Effective Time.

“Transferred Property” means all of the issued and outstanding SBPL Common Shares held by TC Energy immediately prior to the Effective Time.

“Transition Services Agreement” means the transition services agreement to be entered into between TC Energy and South Bow, in the form and content and on terms and conditions to be agreed upon by TC Energy and South Bow, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“TSR” means total shareholder return.

“TSX” means the Toronto Stock Exchange.

“UN SDG” means the United Nations Sustainable Development Goals.

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

“U.S. Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“U.S. DB Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefits and Pension Plans.

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all rules and regulations thereunder.

“U.S. Holder” has the meaning given to it under the heading Material Income Tax Considerations – Certain United States Federal Income Tax Considerations.

“U.S. PCAOB GAAS” means U.S. Public Company Accounting Oversight Board Generally Accepted Auditing Standards.

“U.S. Person” has the meaning given to it under Regulation S under the U.S. Securities Act.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended, and all rules and regulations thereunder.

“U.S. Tax Ruling” has the meaning given to it in the definition of Tax Rulings.

“U.S. Treasury Regulations” means the final, temporary or proposed U.S. federal income tax regulations promulgated under the U.S. Code as amended from time to time.

“U.S.$” means United States dollars.

“WCSB” means the Western Canadian Sedimentary Basin.

24 | TC Energy Management Information Circular 2024

Summary

The following summary provides an overview of the information in this Circular. The information contained below is of a summary nature and, therefore, is not complete and is qualified in its entirety by the more detailed information contained in, or incorporated by reference into, this Circular, including the schedules hereto, all of which are important and should be reviewed carefully. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Glossary of this Circular.

THE MEETING

Date and Time of the Meeting

The meeting will be held on Tuesday, June 4, 2024, at 8 a.m. (MDT) via a virtual-only format, using a live audio webcast available online at https://web.lumiagm.com/423961867, password “tc2024” (case sensitive). See Attending and Participating in the Meeting for information on how to attend and participate at the meeting.

Business of the Meeting

You will be asked to vote on six items of business at the meeting:

Item	Board recommendation	More information (pages)
Elect 13 directors	For	36, 41-54
Appoint KPMG LLP, Chartered Professional Accountants as auditor and authorize the directors to fix their remuneration	For	36-39
The Arrangement Resolution	For	40, 56-94
The South Bow Shareholder Rights Plan Resolution	For	40, 95-97
Advisory vote on executive compensation (say on pay)	For	40, 132-138, 147-181
The shareholder proposal set out in Schedule M of this Circular	Against	Schedule M

Who Can Vote and How Do I Vote

Shareholders of record on April 16, 2024 are entitled to receive notice of the meeting and vote their shares at the meeting. See Voting for information on how to vote your shares at the meeting. If you have any questions or require more information with regard to the procedures for voting your shares, please contact our shareholder advisor and proxy solicitation agent: Morrow Sodali, by telephone at 1-888-999-2944 or by email at assistance@morrowsodali.com. If you have questions about deciding how to vote, you should contact your own legal, tax, financial or other professional advisor.

FINANCIAL STATEMENTS

We will place before shareholders at the meeting our consolidated financial statements for the year ended December 31, 2023, and the auditor’s reports thereon.

DIRECTORS

You will be asked to vote on electing 13 directors to the Board.

					2023 Meeting attendance
Name	Occupation	Age	Independent	Votes in favour at  2023 AGM  %	Regularly scheduled meetings %	All meetings1 %	Number  of other public boards
Cheryl F. Campbell Monument, CO Director since 2022	Corporate Director	64	Yes	99.59	100	100	1
Michael R. Culbert Calgary, AB Director since 2020	Corporate Director	66	Yes	99.44	100	100	1
William D. Johnson Knoxville, TN Director since 2021	Corporate Director	70	Yes	99.49	100	100	1
Susan C. Jones Calgary, AB Director since 2020	Corporate Director	54	Yes	99.47	100	100	1

TC Energy Management Information Circular 2024 | 25

					2023 Meeting attendance
Name	Occupation	Age	Independent	Votes in favour at  2023 AGM  %	Regularly scheduled meetings %	All meetings1 %	Number  of other public boards
John E. Lowe Houston, TX Director since 2015	Corporate Director	65	Yes	99.13	100	96	1
David MacNaughton Toronto, ON Director since 2020	Corporate Director	75	Yes	99.17	100	94	0
François L. Poirier Calgary, AB Director since 2021	President and Chief Executive Officer, TC Energy	57	No	99.62	100	100	0
Una Power Vancouver, BC Director since 2019	Corporate Director	59	Yes	99.01	100	92	2
Mary Pat Salomone Naples, FL Director since 2013	Corporate Director	63	Yes	93.87	100	94	0
Indira Samarasekera Vancouver, BC Director since 2016	Senior Advisor, Bennett Jones LLP	71	Yes	99.18	100	95	3
Siim A. Vanaselja Toronto, ON Director since 2014	Corporate Director	67	Yes	90.27	100	100	3
Thierry Vandal Mamaroneck, NY Director since 2017	President, Axium Infrastructure US, Inc.	63	Yes	98.99	100	90	1
Dheeraj “D” Verma Houston, TX Director since 2022	Senior Advisor, Quantum Energy Partners	46	Yes	99.51	100	95	0

Note

1 This reflects aggregate attendance at all scheduled Board meetings, special Board meetings scheduled on short notice and each directors’ respective Committee meetings.

The Board recommends you vote for each of the nominated directors.

AUDITOR

You will be asked to vote on appointing the external auditor of TC Energy and authorizing the directors to fix the auditor’s remuneration. The auditor will hold office until the close of our next annual meeting of shareholders.

The Board recommends you vote for appointing KPMG as auditor of TC Energy and authorizing the directors to fix their remuneration.

THE ARRANGEMENT

The Arrangement

The purpose of the Arrangement and the related transactions is to separate TC Energy into two independent, investment-grade, publicly listed companies: (a) TC Energy, a low-risk, diversified, growth-oriented natural gas infrastructure and energy solutions company, uniquely positioned to meet growing industry and consumer demand for reliable, lower-carbon energy and lower emitting energy sources, including natural gas; and (b) South Bow, a critical infrastructure company, with an unrivalled market position to connect resilient, safe and secure liquids supply to the highest demand markets with incremental growth and value creation opportunities. As described in greater detail under the heading The Arrangement – Details of the Arrangement, the Arrangement effects a series of transactions resulting in the transfer of the assets and liabilities comprising the Liquids Pipelines business from TC Energy to South Bow and the distribution to shareholders of all of the South Bow Common Shares. If you are a shareholder as of the Distribution Record Date you will receive, in exchange for each TC Energy share you hold on the Distribution Record Date, one New TC Energy Common Share and 0.2 of a South Bow Common Share. Accordingly, immediately after giving effect to the Arrangement, those persons who were shareholders as of the Distribution Record Date will hold all of the outstanding New TC Energy Common Shares and South Bow Common Shares. For a summary of the steps of the Arrangement and related transactions, see The Arrangement – Details of the Arrangement.

The Board recommends you vote for the Arrangement Resolution.

26 | TC Energy Management Information Circular 2024

Reasons for the Arrangement

In recommending that shareholders vote for the Arrangement Resolution, the Board took into consideration, among other things, the following:

Comprehensive Review of Alternatives

The Arrangement is the result of a rigorous, two-year strategic review and analysis of potential alternatives for the Liquids Pipelines business conducted by the Board, management, and financial, tax and legal advisors. The Board considered a variety of transaction alternatives to address the long-term future of the Liquids Pipelines business having regard to TC Energy’s strategy, operating portfolio, capital requirements and capacity, growth opportunities and ongoing energy transition considerations, including, among other possibilities: (a) the full or partial spin off of the Liquids Pipelines business; (b) a sale to a strategic or private equity buyer; (c) a joint venture with a strategic partner; (d) a minority stake sale; and (e) the status quo. Following this extensive review and analysis, the Board determined the Arrangement to be the best available option for TC Energy and the Liquids Pipelines business going forward. See The Arrangement – Background to the Arrangement.

Independent and Unique Growth Opportunities

The Arrangement is expected to result in two independent, investment-grade, publicly listed companies positioned to fully capture opportunities presented by long-term fundamentals driving demand for energy security, affordability and sustainability.

TC Energy and South Bow will each be a premium energy infrastructure company with vast and distinct opportunities for both organic and inorganic expansion through strategic growth projects and acquisitions. Separating the Liquids Pipelines business from TC Energy will enable each of TC Energy and South Bow to pursue independent growth strategies and, in particular, provide the Liquids Pipelines business with a capital structure to fund growth opportunities that may not be available to it as part of TC Energy’s consolidated business.

TC Energy will be a growth-oriented, unified natural gas infrastructure and energy solutions business focused on its natural gas pipelines, storage and power businesses, with a regulated, low-risk and utility-like portfolio, that delivers approximately 30 per cent of North American natural gas demand. TC Energy will continue to develop its industry-leading approximately $31 billion¹ secured capital program with expected annual sanctioned net capital expenditures of $6-7 billion beyond 2024. South Bow will have an irreplaceable operational footprint comprising critical and strategic North American infrastructure delivering long-life, low decline WCSB and U.S. domestic supply to North America’s largest oil refining and export markets. With a 4,900-km (3,045-miles) liquids pipeline network supported by investment-grade counterparties and unique long-term, committed contracts, South Bow is expected to provide stable and robust cash flows.

Independent Capital Allocation

As independent companies, TC Energy and South Bow will have independent balance sheets, which will provide them with independent access to capital markets. Each company will have the ability to align its capital allocation strategies, driven by its unique opportunity sets, with its internally generated cash flows, leverage targets and dividend commitments. TC Energy will have a capital allocation strategy that balances sustainable dividend growth – expected to be three to five per cent annually – with reinvestment in its secured capital program in alignment with deleveraging targets. South Bow is expected to have an initial capital structure that supports investment grade credit ratings, with significant expected cash flows supporting a strong and stable base dividend that is expected to grow over time and optionality to accelerate deleveraging or share buybacks.

Incremental Shareholder Value

The Arrangement is expected to maximize shareholder value by allowing TC Energy and South Bow to independently pursue disciplined growth through their distinct opportunity sets. TC Energy will increase the weight of its rate regulated business and will focus on natural gas, driven by strong long-term fundamentals and power and energy solutions, driven by nuclear, pumped hydro storage and new energy opportunities. South Bow will capitalize on its best-in-class contracting framework and will focus on enhancing value through capacity optimizations and in-corridor strategic investments to maintain and capture additional market share. Further, by offering investors two unique, independently compelling value propositions, it is expected that TC Energy and South Bow will collectively attract a wider set of investors relative to TC Energy prior to the Arrangement. Accordingly, we believe that the separate companies will, in the aggregate, achieve a higher valuation compared to the valuation accorded to TC Energy prior to the Arrangement.

Management Focus and Alignment of Equity-Based Employee Compensation

The Arrangement would result in dedicated executive leadership teams for both TC Energy and South Bow and would insulate each company from any volatility associated with the other. Further, the Arrangement is expected to improve the ability of TC Energy and South Bow to align their respective equity-based employee compensation programs with the performance of their businesses.

¹ As at December 31, 2023.

TC Energy Management Information Circular 2024 | 27

Investment Alternatives

The Arrangement will provide shareholders with two unique investment opportunities in TC Energy and South Bow and will allow them to initially retain ownership in both companies. TC Energy is expected to deliver long-term cash flow growth that is commensurate with its three to five per cent dividend growth rate with its portfolio of diversified utility-like natural gas infrastructure and power and energy solutions businesses, and South Bow, through its industry-leading competitive position, is expected to deliver long-term contracted cash flows with its ownership of critical and strategic liquids infrastructure.

Approvals and Procedural Fairness

The Board’s recommendation that shareholders vote in favour of the Arrangement Resolution is the result of a thorough process that was conducted with the input and guidance of the Special Committee and with the advice and assistance of the Board’s financial, legal, accounting and tax advisors and management. Among other things, the Arrangement is subject to the following procedural mechanisms:

• the Arrangement will become effective only after receiving approval from at least two-thirds of the votes cast by shareholders present or represented by proxy at the meeting;

• this Circular has been prepared and delivered to shareholders in accordance with applicable securities laws in order to provide sufficient information to permit shareholders to make an informed voting decision concerning the Arrangement; and

• the Arrangement must be approved by the Court, which will consider, among other things, the fairness of the Arrangement to the persons affected thereby, both from a substantive and procedural perspective.

Fairness Opinion

The Board has received the Fairness Opinion to the effect that, as of the date of such opinion and based upon and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by shareholders pursuant to the Arrangement is fair, from a financial point of view, to shareholders. See The Arrangement – Fairness Opinion.

Tax Treatment

The Arrangement will generally occur on a tax-free basis for a Resident Shareholder who holds its TC Energy shares as capital property. A summary of potential material Canadian federal income tax consequences to Resident Shareholders arising from and relating to the Arrangement is provided under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

The deemed distribution resulting from the Arrangement is generally intended to be tax-free to shareholders for U.S. federal income tax purposes, except with respect to any cash received in lieu of fractional South Bow Common Shares. A summary of potential material U.S. federal income tax consequences to U.S. Holders arising from and relating to the Arrangement is provided under the heading Material Income Tax Considerations – Certain United States Federal Income Tax Considerations.

Consistent with Reasonable Expectations of Stakeholders

The Board has considered the reasonable expectations of all of TC Energy’s stakeholders and believes the terms of the Arrangement are consistent with those expectations.

See The Arrangement – Reasons for the Arrangement.

Recommendation of the Board

The Board has, acting with the input and guidance of the Special Committee, and with the advice and assistance of its financial, legal, accounting and tax advisors and management, having undertaken a thorough review of, and having carefully considered, among other things: (a) information concerning TC Energy; (b) the Arrangement and its impact on TC Energy and all relevant stakeholders; (c) the alternatives to the Arrangement available to TC Energy, including the status quo; (d) the Fairness Opinion; and (e) such other matters it considered necessary or appropriate, including the factors and risks set out elsewhere in this Circular: (a) determined that the Arrangement is in the best interests of TC Energy; (b) approved the Arrangement, the terms of the Arrangement Agreement and the transactions contemplated thereby; and (c) directed that the Arrangement be submitted to shareholders for approval and recommended that shareholders vote for the Arrangement Resolution and for the South Bow Shareholder Rights Plan Resolution.

Fairness Opinion

Evercore has delivered to the Board a written opinion, dated April 10, 2024, to the effect that, as of such date, based upon and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by shareholders pursuant to the Arrangement is fair, from a financial point of view, to shareholders.

The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, matters considered, and qualifications and any limitations on the Fairness Opinion and the review undertaken in connection therewith, is contained in Schedule D to this Circular. The summary of the Fairness Opinion set forth in this Circular is qualified in its entirety by reference to the full text of such opinion and shareholders are urged to read the Fairness Opinion carefully and in its entirety.

28 | TC Energy Management Information Circular 2024

The Fairness Opinion does not constitute a recommendation to any shareholder as to how such shareholder should vote with respect to the resolutions to be considered by shareholders at the meeting or any other matter. The Fairness Opinion does not address any other aspect of the Arrangement or any related transaction, including any legal, tax or regulatory aspects of the Arrangement that may be relevant to TC Energy or shareholders, and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategic alternatives that may be available to TC Energy. The Fairness Opinion is only one factor that was taken into consideration by the Board in making its determination to recommend that shareholders vote in favour of the Arrangement Resolution. For further details, see The Arrangement – Fairness Opinion.

Conditions to Closing of the Arrangement and Tax Rulings

The obligation of TC Energy to complete the Arrangement is subject to fulfillment, on or before the Effective Date or such other time specified, of certain conditions, including the following:

(a) the Pre-Arrangement Transactions shall have been completed;

(b) the Arrangement Resolution shall have been approved by the requisite number of votes cast by shareholders at the meeting in accordance with the provisions of the Interim Order and applicable laws;

(c) the Final Order shall have been obtained and shall not have been set aside;

(d) all material consents, orders, rulings, approvals, opinions and assurances, including regulatory, judicial, third party and advisor opinions, approvals and orders, required or necessary, in the sole discretion of TC Energy, for the completion of the Pre-Arrangement Transactions, the Arrangement, the transactions contemplated by the Arrangement Agreement and the Tax Rulings shall have been obtained or received from the persons having jurisdiction in the circumstances and all will be in full force and effect, and none of such consents, orders, rulings, approvals, opinions or assurances shall contain terms or conditions or require undertakings or security that are considered unsatisfactory or unacceptable by TC Energy, in its sole discretion;

(e) no action shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to, the Arrangement and there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Arrangement Agreement, the Tax Rulings or the Rulings Applications and no cease trading or similar order with respect to any securities of TC Energy, South Bow or SBPL shall have been issued and remain outstanding;

(f) no law, regulation or policy shall have been proposed, enacted, promulgated or applied that interferes or is inconsistent with the completion of the Pre-Arrangement Transactions, the Arrangement or any of the other transactions contemplated by the Arrangement Agreement or the Tax Rulings or the effective application of the Tax Rulings to the Arrangement, including any material change to the income tax laws of Canada or the United States, or any province, state or territory thereof;

(g) the Tax Rulings, having been issued by the CRA and IRS, respectively, shall remain in full force and effect and all of the transactions referred to in such Tax Rulings as occurring on or prior to the Effective Time will have occurred and all conditions or terms of such Tax Rulings shall have been satisfied;

(h) TC Energy will have received an opinion from White & Case LLP, satisfactory to the Board, regarding certain U.S. federal income tax matters relating to the Arrangement;

(i) the TSX will have conditionally approved the listing thereon of the TC Energy Special Shares and TC Energy Arrangement Common Shares to be issued pursuant to the Arrangement and the South Bow Common Shares to be issued pursuant to the Arrangement and issuable under the South Bow Stock Option Plan, in each case, prior to the Effective Time and subject only to compliance with the usual requirements of the TSX;

(j) the NYSE will have approved, subject to notice of issuance, the listing thereon of the TC Energy Special Shares and TC Energy Arrangement Common Shares to be issued pursuant to the Arrangement and the South Bow Common Shares to be issued pursuant to the Arrangement and issuable under the South Bow Stock Option Plan, in each case, prior to the Effective Time;

(k) TC Energy, South Bow and, as applicable, SBPL, shall have entered into the Separation Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement;

(l) TC Energy and South Bow shall each have been assigned an Investment Grade Rating by any two of S&P, Moody’s and Fitch and such ratings shall remain in effect as of the Effective Time;

(m) there shall not have occurred a Material Adverse Effect of TC Energy, South Bow or SBPL; and

(n) the Arrangement Agreement will not have been terminated pursuant to the provisions thereof.

TC Energy Management Information Circular 2024 | 29

If any of the conditions set forth in the Arrangement Agreement are not fulfilled or performed, on or prior to the Effective Time, TC Energy may terminate the Arrangement or waive, in its discretion, the applicable condition in whole or in part; provided, however, that the conditions described above in paragraphs (b), (c), (f), as it relates to the Tax Rulings, (g), (i), (j), and (l) may not be waived by TC Energy.

The Canadian Tax Ruling received from the CRA contains income tax rulings binding on the CRA which confirm that the transfer of the Transferred Property may be accomplished on a tax-free basis, and certain other tax matters related to the Arrangement, provided that the material facts presented are accurately stated, the transfer is implemented as disclosed to the CRA and certain other conditions are satisfied. This requires, among other things, that the Arrangement complies with all requirements of the public company “butterfly” rules in Section 55 of the Tax Act.

The Arrangement is structured to comply with these rules. However, there are certain requirements of these rules that may depend on events occurring after the Arrangement is completed or that may not be within the control of TC Energy and/or South Bow. For example, under Section 55 of the Tax Act, TC Energy and/or South Bow will recognize a taxable gain on the transfer by TC Energy of the Transferred Property if: (a) a “specified shareholder” were to exist and such “specified shareholder” disposes of TC Energy or South Bow shares (or property that derives 10 per cent or more of its fair market value from such shares or property substituted therefor) to an unrelated person or to a partnership as part of the series of transactions which includes the transfer by TC Energy of the Transferred Property; (b) there is an acquisition of control of TC Energy or of South Bow that is part of the series of transactions that includes the transfer by TC Energy of the Transferred Property; (c) a person unrelated to South Bow acquires in the aggregate (generally otherwise than in the ordinary course of operations of South Bow), as part of the series of transactions that includes the transfer by TC Energy of the Transferred Property, property acquired on the transfer by TC Energy that has a fair market value greater than 10 per cent of the fair market value of all property received by South Bow in the Arrangement; (d) a person unrelated to TC Energy acquires in the aggregate (generally otherwise than in the ordinary course of operations of TC Energy), as part of the series of transactions that includes the transfer by TC Energy of the Transferred Property, property retained by TC Energy on the Arrangement that has a fair market value greater than 10 per cent of the fair market value of all property retained by TC Energy in the Arrangement; or (e) certain persons acquire shares of TC Energy (other than in specified permitted transactions) in contemplation of, and as part of the series of transactions that includes, the transfer by TC Energy of the Transferred Property. If any of the above events were to occur and to cause the Arrangement to be taxable to TC Energy or to South Bow under Section 55 of the Tax Act, TC Energy or South Bow, as applicable, and in some cases, both TC Energy and South Bow, would be liable for a substantial amount of tax. In addition, if such an event were due to an act of TC Energy or South Bow (or one of their respective Affiliates), or an omission by one of them to act, TC Energy or South Bow, as applicable, would generally be required to indemnify the other party for taxes under the Tax Matters Agreement.

TC Energy has received the U.S. Tax Ruling from the IRS on certain issues relating to the qualification of the Arrangement as generally tax-free under Sections 368(a)(1)(D) and 355(a), and related provisions of the U.S. Code. In addition, it is a condition to the Arrangement that TC Energy receive an opinion from White & Case LLP, satisfactory to the Board, regarding certain U.S. federal income tax matters relating to the Arrangement.

The opinion of White & Case LLP will be conditioned upon the continuing validity of the U.S. Tax Ruling. In addition, the U.S. Tax Ruling is, and the opinion of White & Case LLP will be, based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of TC Energy and South Bow (including those relating to the past and future conduct of TC Energy and South Bow). If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if TC Energy or South Bow breach any of their respective representations or covenants contained in any of the separation-related agreements and documents or in any documents relating to the U.S. Tax Ruling and/or the opinion of White & Case LLP, the U.S. Tax Ruling and/or such opinion may be invalid and the conclusions reached therein could be jeopardized. In addition, to the extent that certain additional transactions are entered into and/or executed by TC Energy or South Bow that are not fully disclosed in the U.S. Tax Ruling, the IRS can, to the extent such deviations from the disclosed facts, assumptions or undertakings impact the tax treatment of the transaction, retroactively revoke or require modification of the U.S. Tax Ruling.

Accordingly, notwithstanding the U.S. Tax Ruling or the opinion of White & Case LLP, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to one or more of the conclusions in the U.S. Tax Ruling or such opinion. In addition, neither the U.S. Tax Ruling nor the opinion of White & Case LLP address or will address all of the issues that are relevant to determining whether the Arrangement, together with certain related transactions, qualifies as a transaction that is generally tax-free for U.S. federal income tax purposes, except with respect to any cash received in lieu of fractional South Bow Common Shares. An opinion of a tax advisor represents the judgment of such tax advisor and is not binding on the IRS or any court, and the IRS or a court may disagree with the conclusions in the opinion(s) of such tax advisor. Thus, TC Energy cannot provide assurances that the intended U.S. tax treatment will be achieved, or that U.S. Holders will not incur substantial U.S. federal income tax liabilities in connection with the Arrangement and certain

30 | TC Energy Management Information Circular 2024

related transactions. For a more detailed discussion of the tax consequences of the Arrangement to U.S. Holders, see Material Income Tax Considerations – Certain United States Federal Income Tax Considerations – Tax Consequences of the Arrangement.

To preserve the intended tax treatment of the Arrangement, for a period of time following the Arrangement, TC Energy and South Bow may be prohibited, except in specific circumstances, from taking or failing to take certain actions under the Tax Matters Agreement. The foregoing restrictions may limit, for a period of time, the ability of TC Energy and/or South Bow to pursue certain strategic transactions or other transactions that either company believes to be in the best interests of its shareholders or that might increase the value of its business. For a discussion of the risk factors relating to the preservation of the intended tax treatment of the Arrangement, see The Arrangement – Risk Factors Relating to the Arrangement.

See also The Arrangement – Conditions to Closing of the Arrangement and Tax Rulings.

Court Approval

An arrangement of a corporation under the CBCA requires court approval. On April 9, 2024, TC Energy obtained the Interim Order authorizing the calling and holding of the meeting and providing for certain other procedural matters. The Interim Order is attached as Schedule E to this Circular. If shareholders approve the Arrangement Resolution at the meeting in the manner set forth in the Interim Order, TC Energy will apply to the Court to obtain the Final Order approving the Arrangement. The hearing of the application for the Final Order is scheduled to take place at the Calgary Courts Centre, 601 – 5^th Street S.W., Calgary, Alberta, on June 4, 2024 at 3:30 p.m. (MDT) or as soon thereafter as counsel may be heard. Any shareholder or any other interested party desiring to appear and make submissions at the application for the Final Order may do so, provided that they comply with the applicable procedural requirements set forth in the Interim Order and the Notice of Application. The Court, when hearing the application for the Final Order, will consider, among other things, the fairness of the Arrangement, both from a substantive and a procedural perspective, to the shareholders and any other interested party as the Court determines appropriate. The Court may approve the Arrangement in any manner it may direct and determine appropriate.

See The Arrangement – Court Approval of the Arrangement.

Shareholder Approval

In order to pass:

• subject to any further order of the Court, the Arrangement Resolution must be approved by at least two-thirds of the votes cast by shareholders present or represented by proxy at the meeting; and

• the South Bow Shareholder Rights Plan Resolution must be approved by at least a simple majority of the votes cast by shareholders present or represented by proxy at the meeting.

See The Arrangement – Shareholder Approval of the Arrangement and Related Matters.

Intention of TC Energy Directors and Officers

All of the directors and executive officers of TC Energy have indicated that they intend to vote all of their TC Energy shares for the Arrangement Resolution and for the South Bow Shareholder Rights Plan Resolution.

As of April 10, 2024, such directors and executive officers beneficially own or exercise control or direction over, directly or indirectly, an aggregate of 540,555 TC Energy shares representing approximately 0.05 per cent of the outstanding TC Energy shares.

Following the Effective Date, TC Energy’s CEO will continue to hold his South Bow Common Shares for at least one and a half years, demonstrating a continued commitment to the success of the Arrangement for both resulting entities.

See The Arrangement – Intention of TC Energy Directors and Officers.

Effective Date

Provided that the foregoing approvals and conditions are satisfied in a timely manner, TC Energy currently expects that the Effective Date will occur between late third quarter 2024 and mid fourth quarter 2024. Once determined, TC Energy will issue a news release announcing the timing of the Effective Date and the Distribution Record Date.

Stock Exchange Listings

TC Energy has applied to list on the TSX (a) the South Bow Common Shares to be issued pursuant to the Arrangement and issuable under the South Bow Stock Option Plan; (b) the TC Energy Arrangement Common Shares to be issued pursuant to the Arrangement; and (c) the TC Energy Special Shares to be issued pursuant to the Arrangement. Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved such application and there is no assurance that the TSX will approve such application.

TC Energy Management Information Circular 2024 | 31

The receipt of conditional approval from the TSX in respect of the above listing application, subject only to compliance with the usual requirements of the TSX, is a condition precedent to the completion of the Arrangement under the terms of the Arrangement Agreement, and TC Energy will not proceed with the Arrangement without receiving such approval.

Additionally, TC Energy has applied to list on the NYSE: (a) the South Bow Common Shares to be issued pursuant to the Arrangement and issuable under the South Bow Stock Option Plan; (b) the TC Energy Arrangement Common Shares to be issued pursuant to the Arrangement; and (c) the TC Energy Special Shares to be issued pursuant to the Arrangement. Listing on the NYSE will be subject to TC Energy and South Bow, as applicable, fulfilling all of the listing requirements of the NYSE.

The receipt of approval from the NYSE in respect of the above listing application, subject to notice of issuance, is a condition precedent to the completion of the Arrangement under the terms of the Arrangement Agreement, and TC Energy will not proceed with the Arrangement without receiving such approval.

The trading symbol for the South Bow Common Shares will be “SOBO” on the TSX and the NYSE. The New TC Energy Common Shares will continue to be listed on the TSX and on the NYSE under TC Energy’s current trading symbol, “TRP”.

See The Arrangement – Stock Exchange Listings and The Arrangement – Conditions to Closing of the Arrangement and Tax Rulings.

TC Energy Following the Arrangement

Following the completion of the Arrangement, TC Energy will operate as a low-risk, diversified, growth-oriented natural gas infrastructure and energy solutions company, uniquely positioned to meet growing industry and consumer demand for reliable, lower-carbon energy and lower emitting energy sources, including natural gas.

For a more detailed description of TC Energy following the completion of the Arrangement, see Schedule J.

South Bow Following the Arrangement

Following the completion of the Arrangement, South Bow will operate as a critical infrastructure company, with an unrivalled market position to connect resilient, safe and secure liquids supply to the highest demand markets with incremental growth and value creation opportunities.

For a more detailed description of South Bow following the completion of the Arrangement, see Schedule F.

Distribution of Shares

To facilitate the distribution and transfer of the New TC Energy Common Shares and South Bow Common Shares to shareholders as of the Distribution Record Date, TC Energy will execute and deliver to Computershare an irrevocable power of attorney at or prior to the Effective Time, authorizing Computershare to distribute and transfer the New TC Energy Common Shares to the applicable shareholders and South Bow will deliver to Computershare a treasury order or such other direction as may be requested by Computershare to effect the issuance of the South Bow Common Shares. As soon as practicable after the Effective Time, Computershare will deliver to each registered shareholder as of the Distribution Record Date a DRS Advice representing the South Bow Common Shares such holder is entitled to receive pursuant to the Arrangement. Following the completion of the Arrangement, certificates and DRS Advices representing TC Energy shares will be deemed for all purposes to be certificates or DRS Advices, as applicable, representing New TC Energy Common Shares and accordingly no new certificates or DRS Advices will be issued in respect of New TC Energy Common Shares.

See The Arrangement – Distribution of Shares.

Canadian Securities Law Matters

TC Energy is a reporting issuer in all the provinces and territories of Canada. Upon completion of the Arrangement, it is expected that South Bow will be a reporting issuer in all the provinces and territories of Canada.

The issuance of securities of TC Energy and South Bow pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of applicable Canadian securities laws. With certain exceptions, the New TC Energy Common Shares and South Bow Common Shares received by shareholders pursuant to the Arrangement may generally be resold in each of the provinces and territories of Canada without restriction, provided the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities, no unusual effort is made to prepare the market or create a demand for those securities, no extraordinary commission or consideration is paid to a person or company in respect of the trade and, if the selling securityholder is an insider or officer of the issuer, the insider or officer has no reasonable grounds to believe that the issuer is in default of securities legislation.

See Certain Securities Law Matters – Canadian Securities Laws.

32 | TC Energy Management Information Circular 2024

U.S. Securities Law Matters

The securities to be issued or deemed to be issued pursuant to the Arrangement will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will be distributed in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and available exemptions from applicable state registration requirements. The securities issued or deemed to be issued pursuant to the Arrangement will generally not be subject to resale restrictions under U.S. federal securities laws for persons who are not “affiliates” (as such term is understood under U.S. securities laws) of TC Energy or South Bow following the Arrangement or were “affiliates” within 90 days prior to the Arrangement.

See Certain Securities Law Matters – U.S. Securities Laws.

Certain Canadian Federal Income Tax Considerations

In general, a Resident Shareholder who holds TC Energy shares, and any New TC Energy Common Shares and South Bow Common Shares received pursuant to the Arrangement, as capital property will not realize a capital gain or capital loss for purposes of the Tax Act as a result of the transactions in the Arrangement. The aggregate adjusted cost base of the TC Energy shares for a Resident Shareholder will generally be allocated among the New TC Energy Common Shares and the South Bow Common Shares based upon the relative fair market values of such shares at the time of the Arrangement. Following the Effective Date, TC Energy and South Bow will advise shareholders, either by news release or on their websites, of their estimate of the appropriate proportionate allocation.

In general, a Non-Resident Shareholder who holds TC Energy shares, and any New TC Energy Common Shares and South Bow Common Shares received pursuant to the Arrangement, as capital property will not be subject to tax under the Tax Act as a result of the transactions in the Arrangement.

For a more detailed description of the Canadian federal income tax consequences to shareholders as a result of the Arrangement, see Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations. Shareholders should consult their own tax advisors to determine the tax consequences to them of the Arrangement, having regard to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state or local tax authority.

Certain United States Federal Income Tax Considerations

A summary of certain U.S. federal income tax considerations for U.S. Holders who participate in the Arrangement is set out under the heading Material Income Tax Considerations – Certain United States Federal Income Tax Considerations.

Subject to the discussion under Material Income Tax Considerations – Certain United States Federal Income Tax Considerations, the deemed distribution resulting from the Arrangement is generally intended to be tax-free to shareholders for U.S. federal income tax purposes, except with respect to any cash received in lieu of fractional South Bow Common Shares. Each U.S. Holder is encouraged to consult its own tax advisor as to the specific consequences of the Arrangement to such holder, including the effect of any state, local or non-U.S. tax laws and of changes in applicable tax law.

Risk Factors

Shareholders should be aware that there are various known and unknown risk factors in connection with the Arrangement and the ownership of New TC Energy Common Shares and South Bow Common Shares. Shareholders should carefully consider the risks identified in this Circular under the heading The Arrangement – Risk Factors Relating to the Arrangement and under the heading Risk Factors in Schedule F and Schedule J before deciding whether to approve the Arrangement Resolution.

Selected Pro Forma Financial Information

For a summary of certain pro forma consolidated financial information of TC Energy and certain historical and pro forma consolidated financial information of South Bow, see the sections under the headings Pro Forma Consolidated Financial Information in Schedule J and Historical and Pro Forma Consolidated Financial Information in Schedule F, respectively.

ADVISORY VOTE ON OUR APPROACH TO EXECUTIVE COMPENSATION

You will have an opportunity to have a say on pay by participating in the advisory vote on our approach to executive compensation. While the vote is non-binding, the Board will take the results into consideration when it considers compensation policies, procedures and decisions in the future.

The Board recommends you vote for our approach to executive compensation.

SHAREHOLDER PROPOSAL

Shareholders are being asked to vote on the shareholder proposal we received from the Salal Foundation. Please refer to Schedule M for such shareholder proposal, supporting statement and our response.

TC Energy Management Information Circular 2024 | 33

The Board recommends you vote against this shareholder proposal.

GOVERNANCE

We believe that strong corporate governance improves corporate performance and benefits all stakeholders. Based on the current directorship, our governance highlights are noted below.

Size of Board	13
Percentage of independent directors	92%
Percentage of women on Board	38%
Board Diversity Policy	Yes – target of 30% women and at least one racially or ethnically diverse director
Number of board interlocks	0
External board service limits for independent directors	4 public company boards in total. Board chair positions count as two board seats
Average director age	63
All committees independent	Yes
Annual director elections	Yes
Individual director elections	Yes
Majority Voting Policy	Yes
Independent executive compensation consultant	Yes
Clawback policies	Yes
Double-trigger vesting on change of control	Yes
Separate chair and CEO	Yes
Director retirement age/term limit	The earlier of a director turning 73 or attaining 15 years of service. Notwithstanding age limits, a director is eligible to serve a term of 5 years
Director share ownership requirements	4x retainer
CEO share ownership post-retirement hold period	1 year
In-camera sessions at every Board and Committee meeting	Yes
Code of business ethics	Yes
Board, committee and director evaluations annually	Yes
Board orientation and education program	Yes

COMPENSATION

TC Energy’s compensation programs are designed to ‘pay for performance’ by rewarding employees, including our executives, for delivering results that meet or exceed our corporate objectives and support our overall strategy.

In order to attract, engage and retain high-performing employees, we review our programs each year to ensure we offer compensation that is market competitive. Our target compensation levels are determined with reference to median levels in our peer group. Actual performance that exceeds expectations can result in compensation above market median levels.

Our compensation programs are intended to align the executives’ interests with those of our various stakeholders. The Human Resources Committee and the Board place a significant emphasis on variable compensation, particularly long-term incentives, when determining the total direct compensation for our executives.

34 | TC Energy Management Information Circular 2024

A summary of our best practices include:
Annual board, committee and director evaluations	Yes
Benchmarking director and executive compensation against size appropriate peer groups to assess competitiveness and fairness	Yes
Maximums on variable compensation payments	Yes
Incentive Compensation Reimbursement and Holdback Policy (Clawback Policy), Recoupment Policy for Intentional Misconduct and Anti-Hedging Policy	Yes
Executive share ownership requirements	6x (CEO), 3x (executive vice-presidents), 2x (presidents and senior vice-presidents), 1x (vice-presidents)
CEO realizable pay disclosure	Yes – see page 150
Executive compensation tied to environmental, social and governance (ESG) targets	Yes
Annual say on pay vote	Yes – averaging 96 per cent approval for the last three years

 Note

 • In 2023, the Human Resources Committee accepted the recommendation to adjust CEO share ownership requirements to 6x multiple of base salary effective in 2024.

SUSTAINABILITY AND ESG

We are continuously improving our sustainability and ESG approach. A summary of some of our key highlights are included below. You can find more information about our sustainability and ESG initiatives starting on page 123.

Board and Committee oversight of ESG initiatives, including climate, Indigenous and biodiversity-related initiatives	Yes
Voluntary Task Force on Climate-Related Financial Disclosures (TCFD) informed disclosure	Yes
Sustainability-linked financing	Yes
Greenhouse gas (GHG) targets	Yes – position to achieve zero emissions from our operations, on a net basis, by 2050
Use of climate-related scenario analysis to inform strategy	Yes
Reconciliation Action Plan	Yes – Indigenous Advisory Council established
Chief Sustainability Officer	Yes

TC Energy Management Information Circular 2024 | 35

Business of the Meeting

The meeting will cover eight items of business, six of which require your vote:   FINANCIAL STATEMENTS We will place before shareholders at the meeting our consolidated financial statements for the year ended December 31, 2023, and the auditor’s reports thereon. These documents have been filed with the appropriate government regulatory agencies and are included in the TC Energy Annual Report. We deliver the TC Energy Annual Report using notice and access (see page 7). We mail you a paper copy of the TC Energy Annual Report if you have provided instructions that you prefer to receive a paper copy, or you may request a paper copy as described in the Notice (see page 7). The TC Energy Annual Report is also available in English and French on our website (www.tcenergy.com), or you can request a copy from our Corporate Secretary or Investor Relations. About quorum   We must have a quorum for the meeting to proceed.   Quorum constitutes two people present at the meeting who are entitled to vote at the meeting and represent at least 25 per cent of the issued and outstanding TC Energy shares. The two people are entitled to vote in their own right, by proxy or as a duly authorized representative of a shareholder.  

ELECTION OF DIRECTORS

You will be asked to vote on electing 13 directors to the Board. The nominated director profiles starting on page 42 give important information about each nominated director, including their background, experience and memberships on other public company boards they serve on. All of the nominated directors currently serve on our Board, and we have included in their profiles their 2023 attendance, the value of TC Energy shares or TC Energy DSUs they currently hold (their at-risk investment) and their election results from the 2023 annual meeting. You can find more information about their at-risk investment on pages 144 and 145.

All directors are elected for a one-year term.

1.	Cheryl F. Campbell	6.	David MacNaughton	11.	Siim A. Vanaselja
2.	Michael R. Culbert	7.	François L. Poirier	12.	Thierry Vandal
3.	William D. Johnson	8.	Una Power	13.	Dheeraj “D” Verma
4.	Susan C. Jones	9.	Mary Pat Salomone
5.	John E. Lowe	10.	Indira Samarasekera

The Board recommends you vote for the nominated directors:

RESOLVE to elect the directors listed in TC Energy’s Circular dated April 10, 2024 to hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed.

APPOINTMENT OF AUDITOR

You will be asked to vote on appointing the external auditor. The auditor will hold office until the close of our next annual meeting of shareholders.

You will also vote on authorizing the directors to fix the auditor’s remuneration.

The Board recommends you vote for appointing KPMG as auditor of TC Energy and authorizing the directors to fix their remuneration:

RESOLVE to appoint KPMG as auditor of TC Energy until the close of our next annual meeting of shareholders, and authorize the directors to fix their remuneration.

Through the processes described in the Auditor Independence section we have confirmed KPMG is independent with respect to TC Energy within the meaning of the relevant rules and related interpretations prescribed by all relevant professional bodies in Canada and applicable legal requirements and also that they are independent accountants with respect to TC Energy under all relevant U.S. professional and regulatory standards.

Representatives of KPMG will attend the meeting, have an opportunity to make a statement and respond to any questions.

Stakeholder engagement

In response to receiving a 75.33 per cent vote in favour of the appointment of KPMG as TC Energy’s auditor at our 2022 annual meeting, TC Energy undertook an extensive stakeholder engagement strategy through late 2022 and 2023, which included engagement with certain investors who voted against the appointment of KPMG and those whose voting policies identified the KPMG appointment as an

36 | TC Energy Management Information Circular 2024

area of concern. At our 2023 annual meeting, the vote in favour of the appointment of KPMG as TC Energy’s auditor increased to 89.00 per cent (613,576,171 votes in favour and 75,802,855 votes withheld).

TC Energy remains committed to engaging with stakeholders on the topic of auditor independence and tenure. In 2023, TC Energy’s CEO, CFO, other members of management and Investor Relations participated in approximately 550 meetings with shareholders and bondholders, including over 60 meetings on ESG-specific topics, some focused on how the Audit Committee satisfies itself of ongoing auditor independence and tenure considerations.

For more information on TC Energy’s overall shareholder engagement strategy, please see page 121 and for more information on the comprehensive review of the external auditor, please see page 39.

Auditor fees

The table below shows the services KPMG provided during the last two fiscal years and the fees they invoiced us:

($ millions)	2023		2022
Audit fees		18.5		14.2
• audit of the annual consolidated financial statements
• services related to statutory and regulatory filings or engagements
• review of interim consolidated financial statements and information contained in various prospectuses and other securities offering documents
Audit-related fees		0.9		0.3
• services related to the audit of the financial statements of TC Energy pipeline abandonment trusts, certain post-retirement plans, and certain special purpose audits
• French and Spanish translation services
Tax fees		1.5		0.8
• Canadian and international tax planning and tax compliance matters, including the review of income tax returns and other tax filings
All other fees		0.2		0.2
• Fees for other products and services provided by the auditors not described above, which included fees related to advice and assistance with ESG services
Total fees		21.1		15.5

Note

• 2023 total fees are higher than 2022 due to increased audit work related to (i) the sale of a 40 per cent non-controlling equity interest in Columbia Gas and Columbia Gulf to GIP; (ii) the Arrangement and additional securities work.

Pre-Approval Policy for Audit and Non-Audit Services

The Audit Committee maintains a Pre-Approval Policy with respect to permitted non-audit services and audit services. For non-audit service engagements of up to $250,000, approval of the Audit Committee chair is required, and the Audit Committee is to be informed of the engagement at the next scheduled Audit Committee meeting. For all non-audit service engagements of $250,000 or more, pre-approval of the Audit Committee is required.

As required under professional standards, KPMG is required to have any proposed non-audit services pre-approved by the Audit Committee or the Chair of the Audit Committee. The pre-approval process for non-audit services requires that KPMG provide a written description of the service, an assessment of the independence considerations related to the service and a description of the nature and magnitude of the proposed fees. Prior to pre-approving any non-audit services, the Audit Committee and/or Audit Committee Chair considers the following factors:

• the independence assessment provided by KPMG,

• the process under which management has assessed that KPMG is best suited to perform the non-audit services, and

• the magnitude of the fees relative to total fees paid to KPMG.

Auditor independence

TC Energy recognizes that auditor independence is critical to the integrity of our financial information. As such, TC Energy’s auditor selection process is designed to maintain auditor independence while balancing a need for continuity of knowledge in order to ensure a high-quality audit provided by an audit firm with the depth and breadth of experience to effectively and efficiently audit a multi-national company with complex operations.

The Audit Committee continuously assesses the external auditor and, on an annual basis, reviews audit quality, auditor tenure and appropriateness of audit fees, including the benefits and risks of having a long-tenured auditor and the controls and processes that ensure their independence. This assessment also considers the nature, extent and permissibility of any proposed non-audit services and adherence to the mandatory partner rotation requirements.

TC Energy Management Information Circular 2024 | 37

Below are additional details regarding factors the Audit Committee considered when assessing independence.

Audit Committee expertise and independence reviews

All members of the Audit Committee are independent and financially literate. One member of the Audit Committee is a designated financial expert under NYSE rules.

As part of its annual assessment on independence, the Audit Committee receives and reviews the auditor’s reports regarding independence. The committee also considers whether any factors are present that may impair the independence of the auditor at each meeting of the committee. The auditor maintains an open and direct line of communication with both the Chair of the Audit Committee and the Audit Committee.

The TC Energy AIF includes more information about the Audit Committee, including the committee charter, beginning on page 34 of the TC Energy AIF. The TC Energy AIF is available on our website (www.tcenergy.com) and on SEDAR+ (www.sedarplus.ca).

Fee magnitude and objectivity considerations

The Audit Committee understands that the magnitude of fees paid to an auditor could negatively impact auditor independence if a financial interest will inappropriately influence an auditor’s judgment or behaviour. In reaching the conclusion to recommend the re-appointment of KPMG as our external auditor, the Audit Committee considered the magnitude of the fees that TC Energy pays to KPMG Calgary and KPMG Houston in context of the size of their respective firms. For 2023, KPMG has confirmed to the Audit Committee that the fees payable to KPMG are not material to KPMG LLP (Canada) or KPMG LLP (US).

Similarly, there is a threat to independence if an auditor will be deterred from acting objectively because of actual or perceived pressures. We consider safeguards that KPMG has implemented to manage this threat as an important element of our assessment of audit quality. The safeguards against this risk include:

• the assignment of an engagement quality control review partner to the audit engagement by a risk management partner,

• the involvement of experienced national office professionals outside of the engagement team when dealing with complex or judgmental matters,

• the structure of the respective firms, and

• compensation policies in place.

Given the Audit Committee’s understanding of the relative magnitude of fees paid to each respective firm, as well as the Audit Committee’s observations of safeguards that have been implemented by KPMG, the Audit Committee is satisfied these threats to auditor independence have been appropriately managed.

Canadian and U.S. partner rotations and partner qualifications

As part of the annual review of auditor independence, the Audit Committee assesses KPMG’s ongoing compliance with mandatory rotation requirements. This means that the lead audit partner and quality control review partner may serve a maximum of five years, followed by a five-year period without any involvement in the TC Energy audit, before they can be re-considered for a partner role. For other audit partners of KPMG involved in the TC Energy audit, which includes the lead partner and quality control review partner from KPMG’s Houston team, the mandatory rotation occurs after a maximum of seven years of service followed by a two-year period without any involvement in the TC Energy audit. This rotation helps ensure auditor independence is maintained by changing the key personnel working on TC Energy’s audits after a set period of time.

In addition to the partner rotations described above, all lead partners and quality control review partners must satisfy the following minimum requirements:

• Chartered Professional Accountant, in good standing,

• industry-specific experience,

• completion of relevant professional development and accreditation training,

• knowledge of, and experience with, the applicable financial reporting framework and auditing standards, and

38 | TC Energy Management Information Circular 2024

• knowledge of, and experience with, the SEC rules and regulations.

The Audit Committee is satisfied with KPMG’s ongoing compliance with the regulatory mandated rotation requirements (five and seven years as applicable in the circumstances) as well as the transition plans that have been followed to on-board qualified engagement partners who are new to providing audit services to TC Energy.

2015 Request for proposal

In 2015, it was determined that a request for proposal (RFP) process would further strengthen the external audit process and auditor independence. The Audit Committee oversaw this RFP for TC Energy’s external audit engagement and conducted a detailed assessment of the submissions from large multi-national firms, including interviews with each firm. A limited number of potential audit firms had the breadth of capabilities required to provide high-quality, independent audit services to a company of TC Energy’s scope, geographic presence and complexity of operations.

Requirements and factors which determined the successful candidate included:

• the experience, qualifications and ability to audit a large-scale, energy-focused, public company, headquartered in Canada with significant operations in the U.S. and Mexico,

• familiarity with complex rate-regulated accounting,

• no conflicts with TC Energy through existing non-audit services provided to TC Energy nor close relationships with competitor companies in the industry,

• availability of resources and local access to U.S. GAAP expertise,

• audit quality and auditor tenure, and

• appropriateness of fees.

Based on the results of this process, the Audit Committee and Board recommended KPMG continue as TC Energy’s external auditor, subject to its annual review of auditor performance, including audit quality and independence considerations. The Audit Committee made its recommendation based on KPMG’s qualifications, experience and other decision criteria, including KPMG’s ability to provide a quality audit that met the requirements of TC Energy and its shareholders, taking into account the scope, geographic presence and complexity of TC Energy’s business.

Periodic comprehensive review of auditor

In order to further enhance the governance processes relating to assessing auditor independence and audit quality, in November 2022, the Audit Committee approved amendments to the Audit Committee’s charter to mandate the completion of a comprehensive review of the external auditor at least every five years. Such a review is contained as a recommendation of the Enhancing Audit Quality initiative of the Chartered Professional Accountants of Canada, the Canadian Public Accountability Board and the Institute of Corporate Directors. The comprehensive review is intended to enhance audit quality through a deeper and broader analysis of the external auditor than in the annual assessment.

This fulsome and detailed review is intended to provide the Audit Committee data on three indicia of audit quality:

• independence, objectivity and professional skepticism,

• quality of engagement team, and

• quality of communications and interactions with the external auditor.

The Audit Committee reviews the results of the comprehensive review and uses it to assess whether a fulsome request for proposal process is required.

This comprehensive review was completed in 2023 and supported the recommendation to appoint KPMG as TC Energy’s external auditor.

Audit Committee independence recommendation

In reaching the conclusion to recommend KPMG as external auditor to serve for the 2024 financial year, the Audit Committee reviewed the above factors relating to auditor independence and confirmed it was satisfied that KPMG is independent within the meaning of applicable Canadian and U.S. securities rules.

TC Energy Management Information Circular 2024 | 39

THE ARRANGEMENT RESOLUTION

You will be asked to vote on the Arrangement Resolution, the full text of which is attached as Schedule A to this Circular. Subject to any further order of the Court, in order to pass, the Arrangement Resolution must be approved by at least two-thirds of the votes cast by shareholders present or represented by proxy at the meeting. See The Arrangement below.

The Board recommends you vote for the Arrangement Resolution.

THE SOUTH BOW SHAREHOLDER RIGHTS PLAN RESOLUTION

If the Arrangement Resolution is approved at the meeting, you will be asked to vote on the South Bow Shareholder Rights Plan Resolution, the full text of which is attached as Schedule B to this Circular. In order to pass, the South Bow Shareholder Rights Plan Resolution must be approved by at least a simple majority of the votes cast by shareholders present or represented by proxy at the meeting.

For a description of the South Bow Shareholder Rights Plan, please refer to South Bow Shareholder Rights Plan. The full text of the South Bow Shareholder Rights Plan is set out in Schedule L to this Circular.

The Board recommends you vote for the South Bow Shareholder Rights Plan Resolution.

ADVISORY VOTE ON OUR APPROACH TO EXECUTIVE COMPENSATION

You will have an opportunity to have a say on pay by participating in the advisory vote on our approach to executive compensation. The Board believes the vote is beneficial because it holds directors accountable to shareholders for their decisions on executive compensation and provides valuable feedback.

While the vote is non-binding, the Board will take the results into consideration when it considers compensation policies, procedures and decisions in the future. We will disclose the results of the advisory vote in our report on voting results for the meeting, which will be posted on our website (www.tcenergy.com) and on SEDAR+ (www.sedarplus.ca).

Since 2010, we have held annual say on pay votes at our annual shareholder meetings. Over the last three years, these advisory votes were approved by a significant majority of shareholders to accept our approach to executive compensation.

Year	Votes in favour		Votes against
2023	634,750,021 (94.20%)		39,104,279 (5.80%)
2022	675,474,620 (97.70%)		15,918,656 (2.30%)
2021	625,013,275 (94.81%)		34,189,827 (5.19%)

The Board recommends you vote for our approach to executive compensation:

RESOLVE on an advisory basis, without diminishing the role and responsibilities of TC Energy’s Board, that the shareholders accept the approach to executive compensation disclosed in TC Energy’s Circular dated April 10, 2024.

SHAREHOLDER PROPOSAL

We received two shareholder proposals, one from the British Columbia Investment Management Corporation (BCI) and the other from the Salal Foundation.

Following a series of meetings with BCI at which we listened to their concerns and explained the extent of our efforts to build a foundation toward increasingly rigorous levels of Scope 1 and 2 GHG assurance, focus on methane and differences between assurance over midstream industry operations versus the peers that BCI listed, as well as the impact of their proposal to our near-term strategic priorities, BCI has withdrawn their proposal. In response to their concerns, we have agreed that, by the end of July 2025, we will publish a Roadmap to Reasonable Assurance on GHG Reporting and reassess Oil & Gas Methane Partnership 2.0 membership and publish a summary of our reassessment. We have also agreed to include BCI’s proposal and supporting statement in Schedule M to this Circular; however, it will not be voted upon by shareholders.

Accordingly, shareholders are being asked to vote only on the shareholder proposal from the Salal Foundation. Please refer to Schedule M for such shareholder proposal, supporting statement and our response.

The Board recommends you vote against this shareholder proposal.

OTHER BUSINESS

The Board and management are not aware of any other items to be properly brought before the meeting.

40 | TC Energy Management Information Circular 2024

Election of Directors

Our articles currently state that the Board must have a minimum of eight and a maximum of 15 directors. The Board has determined that 13 directors will be elected at the meeting.   The Board believes this size is appropriate based on the scope of our business, the skills and experience of the nominated directors and the four standing committees and to achieve effective decision-making. It believes that all of the nominated directors are well qualified to serve on the Board.   Twelve of the 13 nominated directors (92 per cent) are independent within the meaning of Canadian and applicable U.S. securities laws, regulations and policies and the applicable rules of the TSX and NYSE. The only exception is Mr. Poirier because of his role as President and CEO.   Each nominated director has expressed their willingness to serve on our Board until our next annual meeting of shareholders.   If elected, they will also serve on the Board of TCPL, our main operating subsidiary.  

The profiles on the following pages show each director’s holdings in TC Energy shares at March 31, 2023 and as of the date of this Circular. TC Energy DSUs are calculated on the basis of retainer fees paid in 2023 and dividend equivalents credited up to March 31, 2023 and March 28, 2024. The profiles also indicate the year the director joined the Board and has continually served as a director of TC Energy.

All of the nominated directors are Canadian residents except for Ms. Campbell, Mr. Johnson, Mr. Lowe, Ms. Salomone, Mr. Vandal and Mr. Verma who are U.S. residents. Mr. Vandal also holds Canadian citizenship.

We have share ownership requirements for our directors and executives to align their interests with those of our shareholders.

As of the date of this Circular, all of our directors are in compliance with our director Share Ownership Policy or are not yet required to meet the requirements given the length of their tenure on the Board, see Director Compensation Discussion and Analysis on page 139 for more information.

The at-risk investment reflects the total market value of the director’s TC Energy shares and TC Energy DSUs based on the closing share price on the TSX of $50.83 on April 10, 2024. See At-Risk Investment on pages 144 and 145 for more information.

TC Energy Management Information Circular 2024 | 41

  Independent   Skills and experience   •  Accounting/Audit   •  Energy, Pipelines & Midstream   •  Enterprise Risk Management   •  Governance   •  Government, Regulatory & Stakeholder Relations   •  Major Projects   •  Operations/Health, Safety, Sustainability & Environment   •  Strategy & Leading Growth   At-risk investment $799,098   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
4/4 special meetings (100%)   •  Audit Committee
4/4 meetings (100%)   •  Health, Safety, Sustainability and Environment Committee
3/3 meetings (100%)      

Cheryl F. Campbell

AGE 64, MONUMENT, CO, U.S.A. | DIRECTOR SINCE 2022

Ms. Campbell is a corporate director and has 35 years of energy experience in midstream, interstate pipelines and utilities. She currently serves on the board of Pacific Gas & Electric Corporation (PGE) (utilities), where she is Chair of the Safety & Nuclear Oversight Committee as well as a member of its Sustainability & Governance Committee. She also serves on the boards of Summit Utilities (natural gas distribution), as Chair, and JANA Corporation (infrastructure service provider). She is involved in non-profit board work serving on the board of the National Association of Corporate Directors, Colorado chapter.

Ms. Campbell previously served as a Senior Vice President, Gas, with Xcel Energy, Inc. (utility supplier). During her 13-year tenure there, she developed industry leading gas integrity and risk management programs, improving regulatory returns and overall operating, environmental and safety metrics.

Ms. Campbell also served on the U.S. Department of Transportation’s Gas Pipeline Advisory Committee providing guidance to the Secretary of Transportation on pipeline safety regulations, and testified before a congressional subcommittee on pipeline infrastructure safety.

In 2019, Ms. Campbell was awarded the Natural Gas Leadership Award from the American Gas Association and was named one of the Top Women in Energy by the Denver Business Journal in 2014.

Ms. Campbell holds a Master of Science degree in finance, with a minor in management, from the University of Colorado at Denver, as well as Bachelor of Science degrees in chemical engineering and business from the University of Colorado at Boulder.

Annual meeting voting results	Votes in favour		Votes against
2023	671,097,465 (99.59%)		2,756,843 (0.41%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	—		—
2021	—		—
Other public company boards and date	Stock exchange		Board committees
Pacific Gas & Electric Corporation (utilities) (since April 2019)	NYSE		Safety and Nuclear Oversight (Chair) Executive Sustainability and Governance
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	5,674	—	Ms. Campbell has until June 7, 2027 to meet the requirements.
TC Energy DSUs	10,047	4,074

PGE filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code in January 2019 as a result of claims arising from fires caused by PGE’s electrical equipment. Ms. Campbell joined the board of directors of PGE in April 2019, after PGE filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code in January 2019 and prior to its emergence from Chapter 11 bankruptcy in July 2020. Ms. Campbell continues to be a director of PGE.

42 | TC Energy Management Information Circular 2024

  Independent   Skills and experience   •  Accounting/Audit   •  Capital Markets/Mergers & Acquisitions   •  CEO   •  Energy, Pipelines & Midstream   •  Governance   •  Government, Regulatory & Stakeholder Relations   •  Operations/Health, Safety, Sustainability & Environment   •  Strategy & Leading Growth   At-risk investment $1,689,793   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
4/4 special meetings (100%)   •  Audit Committee
4/4 meetings (100%)   •  Health, Safety, Sustainability and Environment Committee
3/3 meetings (100%)  

Michael R. Culbert

AGE 66, CALGARY, AB, CANADA | DIRECTOR SINCE 2020

Mr. Culbert is a corporate director. He is currently a director of Precision Drilling Corporation (oil and gas services) where he has been a director since December 2017. He also serves on the board of Humble Midstream LLC (energy infrastructure) since December 2023.

From 2016 to 2020, Mr. Culbert was a director and Vice Chair of PETRONAS Canada Ltd. (oil and gas, exploration and production). He has also previously served as a director and President of Pacific NorthWest LNG LP (natural gas services) (2013 to 2017). He is a former co-founder, director, President and Chief Executive Officer of Progress Energy Ltd. (oil and gas, exploration and production) from 2004 to 2016 and, prior to that, he was the Vice-President, Marketing and Business Development from 2001 to 2004. He has also held senior leadership positions in marketing and business development through his career.

Mr. Culbert is a patron of the Shaw Charity Classic, which since its inception in 2013 has successfully raised over $100 million for over 200 children and youth charities in Alberta. He is also a founding member of the Creative Destruction Lab Energy stream at the University of Calgary Haskayne School of Business.

In 2019, Mr. Culbert was awarded the 2019 Distinguished Business Leader – Recognizing Ethical Leadership from the University of Calgary Haskayne School of Business and the Calgary Chamber of Commerce.

Annual meeting voting results	Votes in favour		Votes against
2023	670,063,432 (99.44%)		3,790,876 (0.56%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	688,868,536 (99.64%)		2,494,507 (0.36%)
2021	657,941,215 (99.81%)		1,262,093 (0.19%)
Other public company boards and date	Stock exchange		Board committees
Precision Drilling Corporation (oil and gas services) (since December 2017)	TSX, NYSE		Audit Human Resources and Compensation
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	10,500	5,500	Yes
TC Energy DSUs	22,744	14,797

Mr. Culbert is not standing for reelection as a director of Precision Drilling Corporation in 2024.

TC Energy Management Information Circular 2024 | 43

  Independent   Skills and experience   •  Accounting/Audit   •  CEO   •  Electric Power & Electrification Value Chain   •  Governance   •  Government, Regulatory & Stakeholder Relations   •  Human Resources & Compensation   •  Operations/Health, Safety, Sustainability & Environment   •  Strategy & Leading Growth   At-risk investment $967,498   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
4/4 special meetings (100%)   •  Audit Committee
4/4 meetings (100%)   •  Human Resources Committee
8/8 meetings (100%)   •  Special Committee
8/8 meetings (100%)  

William D. Johnson

AGE 70, KNOXVILLE, TN, U.S.A. | DIRECTOR SINCE 2021

Mr. Johnson is a corporate director. He is currently a director of NiSource Inc. (utilities) since March 2022. He also serves on the boards of BrightNight LLC (renewable power) since December 2021 and Terrestrial Energy Inc. (nuclear power) since February 2023. Mr. Johnson most recently served as President and Chief Executive Officer of PGE from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority (electricity) from January 2013 to May 2019.

Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. (Progress) (oil and gas) from October 2007 to July 2012 and prior to that, served as President and Chief Operating Officer (2005-2007). His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery (2004-2005) and President and Chief Executive Officer (2002-2003) and Executive Vice President and General Counsel (2000-2002) of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary.

Mr. Johnson has served on the boards of the following utility industry groups or associations: Edison Electric Institute (Vice Chair), Nuclear Energy Institute (Chair), Institute of Nuclear Power Operations, World Association of Nuclear Operators (Governor) and Nuclear Electric Insurance Limited.

Annual meeting voting results	Votes in favour		Votes against
2023	670,426,693 (99.49%)		3,427,614 (0.51%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	688,999,400 (99.66%)		2,363,644 (0.34%)
2021	—		—
Other public company boards and date	Stock exchange		Board committees
NiSource Inc. (utilities) (since March 2022)	TSX, NYSE		Compensation and Human Capital Safety, Operations, Regulatory and Policy
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	—	—	Mr. Johnson has until June 14, 2026 to meet the requirements.
TC Energy DSUs	19,034	10,898

PGE filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code in January 2019 as a result of claims arising from fires caused by PGE’s electrical equipment. Following discussions initiated by the PGE board of directors, Mr. Johnson agreed to serve as President and CEO throughout PGE’s bankruptcy process, beginning May 2, 2019, with the understanding that upon PGE’s emergence from bankruptcy he would resign from PGE. On July 1, 2020, PGE emerged from Chapter 11 bankruptcy, upon completing a restructuring process that was confirmed by the United States Bankruptcy Court on June 20, 2020. Mr. Johnson resigned as President and CEO of PGE on June 30, 2020.

44 | TC Energy Management Information Circular 2024

  Independent   Skills and experience   •  Capital Markets/Mergers & Acquisitions   •  CEO   •  Enterprise Risk Management   •  Governance   •  Government, Regulatory & Stakeholder Relations   •  Human Resources & Compensation   •  Operations/Health, Safety, Sustainability & Environment   •  Strategy & Leading Growth   At-risk investment $2,090,536   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
4/4 special meetings (100%)   •  Audit Committee
4/4 meetings (100%)   •  Human Resources Committee
8/8 meetings (100%)   •  Special Committee
8/8 meetings (100%)  

Susan C. Jones

AGE 54, CALGARY, AB, CANADA | DIRECTOR SINCE 2020

Ms. Jones is a corporate director. She is currently a director of Canadian National Railway Company (freight railway) since May 2022.

Ms. Jones retired from her executive leadership role at Nutrien Ltd. (Nutrien) (agriculture) at the end of 2019 after 15 years with the company. While at Nutrien, she held a variety of roles between September 2004 and December 2019, including: Executive Vice-President and CEO of the Potash Business Unit of Nutrien (largest global underground soft-rock miner), Executive Vice-President and President of the Phosphate Business Unit; Chief Legal Officer; Business Development and Strategy; Managing Director of the European Distribution Business; and Vice-President of Wholesale Sales, Marketing and Logistics.

Ms. Jones served on the boards of Piedmont Lithium Limited (emerging lithium company) from June 2021 until June 2023, ARC Resources Ltd. (and predecessor company) (oil and gas, exploration and production) from May 2020 until February 2023, and Gibson Energy Inc. (mid-stream oil-focused infrastructure) from December 2018 until February 2020. Ms. Jones also served on the board of Canpotex Limited (Canadian exporter of potash) from June 2018 to December 2019, where she also served as Chair of the Board from June 2019 to December 2019.

Ms. Jones was named the Osler Purdy Crawford Deal Maker of the Year 2017 at the Canadian General Counsel Awards for her role in the merger of Agrium Inc. and Potash Corporation of Saskatchewan Inc. She has served on the United Way and the Canadian Bar Association.

Ms. Jones holds a Bachelor of Arts degree in Political Science and Hispanic Studies from the University of Victoria as well as a Bachelor of Laws degree from the University of Ottawa. She also earned a Leadership Diploma from the University of Oxford and holds a Director Certificate from Harvard University.

Annual meeting voting results	Votes in favour		Votes against
2023	670,291,004 (99.47%)		3,563,305 (0.53%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	688,959,378 (99.65%)		2,403,666 (0.35%)
2021	657,752,726 (99.78%)		1,450,582 (0.22%)
Other public company boards and date	Stock exchange		Board committees
Canadian National Railway Company (freight railway) (since May 2022)	TSX, NYSE		Human Resources and Compensation Pension and Investment
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	14,166	6,666	Yes
TC Energy DSUs	26,962	18,386

TC Energy Management Information Circular 2024 | 45

  Independent   Skills and experience   •  Accounting/Audit   •  Capital Markets/Mergers & Acquisitions   •  Energy, Pipelines & Midstream   •  Enterprise Risk Management   •  Governance   •  Government, Regulatory & Stakeholder Relations   •  Operations/Health, Safety, Sustainability & Environment   •  Strategy & Leading Growth   At-risk investment $3,587,836   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
4/4 special meetings (100%)   •  Governance Committee (Chair)
4/4 meetings (100%)   •  Health, Safety, Sustainability and Environment Committee
3/3 meetings (100%)   •  Special Committee
7/8 meetings (88%)  

John E. Lowe

AGE 65, HOUSTON, TX, U.S.A. | BOARD CHAIR SINCE 2024 | DIRECTOR SINCE 2015

Mr. Lowe is a corporate director. He is currently the Chair of the Board. He has served on the board of directors for Phillips 66 Company (oil and gas) since May 2012.

Mr. Lowe has previously served as the non-executive Chair of Apache Corporation’s (oil and gas) board of directors from May 2015 to September 2022, and served as a director of Agrium Inc. (agricultural) from May 2010 to August 2015, DCP Midstream LLC (oil and gas, exploration and production) and its wholly-owned subsidiary, DCP Midstream GP, LLC (oil and gas, exploration and production), the general partner of DCP Midstream Partners, LP (oil and gas, exploration and production), from October 2008 to April 2012, as well as Chevron Phillips Chemical Co. LLC (oil and gas refining) from October 2008 to January 2011. He also held various executive and management positions with ConocoPhillips Co. (oil and gas) for more than 25 years, including Assistant to the Chief Executive Officer of ConocoPhillips Co., Executive Vice-President of Exploration & Production and Executive Vice-President of Commercial.

Mr. Lowe is on the Board of Advisors of the Kelce College of Business at Pittsburg State University. He has also previously served as a Senior Executive Advisor at Tudor, Pickering, Holt & Co., LLC (energy investment and merchant banking) from September 2012 to August 2021 and also served on the Texas Children’s Hospital West Campus Advisory Council. He is a former director of the National Association of Manufacturers.

Annual meeting voting results	Votes in favour		Votes against
2023	667,990,495 (99.13%)		2,756,843 (0.41%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	683,751,075 (98.90%)		7,611,969 (1.10%)
2021	639,280,144 (96.98%)		19,923,164 (3.02%)
Other public company boards and date	Stock exchange		Board committees
Phillips 66 Company (oil and gas) (since May 2012)	NYSE		Audit and Finance (Chair) Executive Nominating and Governance Public Policy and Sustainability
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	30,000	25,000	Yes
TC Energy DSUs	40,585	33,201

46 | TC Energy Management Information Circular 2024

  Independent   Skills and experience   •  Capital Markets/Mergers & Acquisitions   •  Electric Power & Electrification Value Chain   •  Enterprise Risk Management   •  Governance   •  Government, Regulatory & Stakeholder Relations   •  Human Resources & Compensation   •  Strategy & Leading Growth   At-risk investment $1,257,483   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled
meetings (100%)
3/4 special meetings (75%)   •  Governance Committee
4/4 meetings (100%)   •  Health, Safety, Sustainability and Environment Committee
3/3 meetings (100%)  

David MacNaughton

AGE 75, TORONTO, ON, CANADA | DIRECTOR SINCE 2020

Mr. MacNaughton is the President of Palantir Canada, a subsidiary of Palantir Technologies, Inc. (data integration and analytics software) since September 2019.

Mr. MacNaughton has held various positions with both the federal and provincial levels of government, including serving as Canada’s Ambassador to the United States from March 2016 to August 2019. He also served as Principal Secretary to the Premier of Ontario from 2003 to 2005.

Previously, he was Chairman of the board of directors of StrategyCorp Inc. (public affairs consulting) from June 2005 to March 2016. He was also the Chairman of Aereus Technologies Inc. (manufacturing) from 2014 to 2016. He has served on the boards of the North York General Hospital, the Stratford Festival, the National Ski Academy, TV Ontario, the Toronto French School and the Toronto International Film Festival.

Annual meeting voting results	Votes in favour		Votes against
2023	668,274,678 (99.17%)		5,579,628 (0.83%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	686,049,234 (99.23%)		5,313,810 (0.77%)
2021	656,227,734 (99.55%)		2,975,574 (0.45%)
Other public company boards and date	Stock exchange		Board committees
—	—		—
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	—	—	Mr. MacNaughton has until May 1, 2025 to meet the requirements.
TC Energy DSUs	24,739	16,320

TC Energy Management Information Circular 2024 | 47

  Not Independent (President and Chief Executive Officer of TC Energy)   Skills and experience   •  Accounting/Audit   •  Capital Markets/Mergers & Acquisitions   •  CEO   •  Electric Power & Electrification Value Chain   •  Energy, Pipelines & Midstream   •  Enterprise Risk Management   •  Governance   •  Strategy & Leading Growth   At-risk investment $5,745,162   TC Energy Board/Committees 2023 meeting attendance •  Board of Directors
5/5 regularly scheduled meetings (100%)
4/4 special meetings (100%)      

François L. Poirier

AGE 57, CALGARY, AB, CANADA | CHIEF EXECUTIVE OFFICER | DIRECTOR SINCE 2021

Mr. Poirier has been President and Chief Executive Officer of TC Energy since January 2021.

His previous role was Chief Operating Officer and President, Power & Storage of TC Energy. He was responsible for successfully executing the acquisition of the Columbia Pipeline Group in 2016. Mr. Poirier held other roles which included leading TC Energy’s Mexico business unit, risk management, strategy and corporate development efforts. Mr. Poirier joined TC Energy in 2014 as President, Energy East Pipeline.

Before joining TC Energy, Mr. Poirier spent 25 years in investment banking, consulting and as a corporate director. He was President and Head, Investment Banking and Capital Markets, for Wells Fargo Securities Canada, Ltd. (investment bank). Prior to that, he was Group Head, Power and Pipelines Investment Banking, at J.P. Morgan Securities (investment bank) in New York.

From 2007 to 2011, Mr. Poirier served as an independent director of Capital Power Income LP (electricity). His community involvement has included serving as Chair of the North York Harvest Food Bank.

Mr. Poirier holds a Master of Business Administration from the Schulich School of Business at York University and he graduated Magna Cum Laude with a Bachelor of Operations Research degree from the University of Ottawa.

Annual meeting voting results	Votes in favour		Votes against
2023	671,309,028 (99.62%)		2,539,979 (0.38%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	690,247,743 (99.84%)		1,115,301 (0.16%)
2021	658,277,481 (99.86%)		925,827 (0.14%)
Other public company boards and date	Stock exchange		Board committees
—	—		—
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	113,027	98,696	Mr. Poirier has until the end of 2029 to meet the requirements.
TC Energy DSUs	—	—

48 | TC Energy Management Information Circular 2024

  Independent   Skills and experience   •  Accounting/Audit   •  Capital Markets/Mergers & Acquisitions   •  Energy, Pipelines & Midstream   •  Enterprise Risk Management   •  Governance   •  Human Resources & Compensation   •  Operations/Health, Safety, Sustainability & Environment   •  Strategy & Leading Growth   At-risk investment $2,087,944   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
3/4 special meetings (75%)   •  Audit Committee (Chair)
4/4 meetings (100%)   •  Health, Safety, Sustainability and Environment Committee
3/3 meetings (100%)   •  Special Committee
7/8 meetings (88%)  

Una Power

AGE 59, VANCOUVER, BC, CANADA | DIRECTOR SINCE 2019

Ms. Power is a corporate director and currently serves on the board of directors of The Bank of Nova Scotia (Scotiabank) (chartered bank) and Teck Resources Limited (diversified mining company). She previously served as a director of Kinross Gold Corporation (gold producer) from April 2013 to May 2019.

Ms. Power was the Chief Financial Officer of Nexen Energy ULC (Nexen) (oil and gas exploration) from February 2013 to March 2016, a former publicly-traded energy company that is now a wholly-owned subsidiary of CNOOC Limited. During her 24-year career with Nexen, Ms. Power held various executive positions with responsibility for financial and risk management, strategic planning and budgeting, business development, energy marketing and trading, information technology and capital investment.

Ms. Power holds a Bachelor of Commerce (Honours) degree from Memorial University and holds Chartered Professional Accountant, Chartered Accountant and Chartered Financial Analyst designations. She has completed executive development programs at Wharton Business School and INSEAD.

Annual meeting voting results	Votes in favour		Votes against
2023	667,185,991 (99.01%)		6,668,317 (0.99%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	666,909,095 (96.46%)		24,453,949 (3.54%)
2021	656,433,773 (99.58%)		2,769,535 (0.42%)
Other public company boards and date	Stock exchange		Board committees
The Bank of Nova Scotia (chartered bank) (since April 2016)	TSX, NYSE		Human Capital and Compensation Risk
Teck Resources Limited (diversified mining company) (since April 2017)	TSX, NYSE		Audit (Chair) Compensation & Talent
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	6,360	1,560	Yes
TC Energy DSUs	34,717	24,904

TC Energy Management Information Circular 2024 | 49

  Independent   Skills and experience   •  Electric Power & Electrification Value Chain   •  Enterprise Risk Management   •  Governance   •  Human Resources & Compensation   •  Major Projects   •  Operations/Health, Safety, Sustainability & Environment   •  Strategy & Leading Growth   At-risk investment $2,509,325   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
3/4 special meetings (75%)   •  Governance Committee
4/4 meetings (100%)   •  Health, Safety, Sustainability and Environment Committee (Chair)
3/3 meetings (100%)  

Mary Pat Salomone

AGE 64, NAPLES, FL, U.S.A. | DIRECTOR SINCE 2013

Ms. Salomone is a corporate director. She previously served as a director of Intertape Polymer Group (manufacturing) from November 2015 to June 2022 as well as Herc Rentals (rental equipment) from July 2016 to December 2021. Ms. Salomone was Senior Vice-President and Chief Operating Officer of The Babcock & Wilcox Company (energy infrastructure) from January 2010 to June 30, 2013. Prior to that, she served as Manager of Business Development from 2009 to 2010 and Manager of Strategic Acquisitions from 2008 to 2009 for Babcock & Wilcox Nuclear Operations Group, Inc. From 1998 through December 2007, Ms. Salomone served as an officer of Marine Mechanical Corporation, which B&W acquired in 2007, including her term as President and Chief Executive Officer from 2001 through 2007. Ms. Salomone served as a trustee of the Youngstown State University Foundation from 2013 through 2019.

Ms. Salomone previously served on the board of directors of United States Enrichment Corporation (basic materials, nuclear) from December 2011 to October 2012 and on the Naval Submarine League from 2007 to 2013. She was formerly a member of the Governor’s Workforce Policy Advisory Board in Ohio and the Ohio Employee Ownership Center, and served on the board of directors of Cleveland’s Manufacturing Advocacy & Growth Network.

Ms. Salomone has a Bachelor of Engineering in Civil Engineering from Youngstown State University and a Master of Business Administration from Baldwin Wallace College. She completed the Advanced Management Program at Duke University’s Fuqua School of Business in 2011.

Annual meeting voting results	Votes in favour		Votes against
2023	632,553,811 (93.87%)		41,300,496 (6.13%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	686,281,911 (99.27%)		5,081,133 (0.73%)
2021	617,281,517 (93.64%)		41,921,791 (6.36%)
Other public company boards and date	Stock exchange		Board committees
—	—		—
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	4,500	3,500	Yes
TC Energy DSUs	44,867	37,878

50 | TC Energy Management Information Circular 2024

  Independent   Skills and experience   •  CEO   •  Enterprise Risk Management   •  Governance   •  Government regulatory & stakeholder relations   •  Human Resources & Compensation   •  Operations/Health, Safety, Sustainability & Environment   •  Strategy & Leading Growth   At-risk investment $2,240,434   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
3/4 special meetings (75%)   •  Governance Committee
4/4 meetings (100%)   •  Human Resources Committee
8/8 meetings (100%)  

Indira Samarasekera

AGE 71, VANCOUVER, BC, CANADA | DIRECTOR SINCE 2016

Dr. Samarasekera has been serving as a senior advisor for Bennett Jones LLP (law firm) since September 2015. She has also served on the boards of Intact Financial Corporation (property and casualty insurance) since May 2021, Magna International Inc. (manufacturing, auto parts) since May 2014 and Stelco Holdings Inc. (manufacturing) since May 2018. Dr. Samarasekera also currently serves on the selection panel for Canada’s outstanding chief executive officer of the year, is a member of the TriLateral Commission and is a Fellow of the Royal Society of Canada. She previously served on the board of Scotiabank (chartered bank) from May 2008 to April 2021.

Dr. Samarasekera is internationally recognized as one of Canada’s leading metallurgical engineers for her groundbreaking work on steel process engineering and she was the first incumbent of the Dofasco Chair in Advanced Steel Processing at the University of British Columbia. From 2005 to 2015, she served as President of the University of Alberta. Prior to that, she was elected to the National Academy of Engineering in the U.S. She has also served as the chair of the Worldwide Universities Network and has served on several boards and committees including the Asia-Pacific Foundation, the Rideau Hall Foundation, the Prime Minister’s Advisory Committee for Renewal of the Public Service, a Presidential Visiting Committee at the Massachusetts Institute of Technology and Canada’s Science, Technology, Innovation Council.

Dr. Samarasekera has received honorary degrees from the Universities of Alberta, British Columbia, Toronto, Waterloo, Montréal, Western and Queen’s in Canada, and Queen’s University in Belfast, Northern Ireland, U.K. She received the Peter Lougheed Leadership Award from the Public Policy Forum in Canada in 2012 and was awarded the Order of Canada in 2002. Dr. Samarasekera was also granted a PhD in metallurgical engineering from the University of British Columbia in 1980 and, as a Hays Fulbright Scholar, she earned a Master of Science from the University of California in 1976.

She is also a member of the Committee on the Future of Corporate Governance in Canada, a committee established by TMX Group and the Institute of Corporate Directors whose work focuses on providing guidance on corporate governance matters facing public companies in Canada.

Annual meeting voting results	Votes in favour		Votes against
2023	668,355,232 (99.18%)		5,499,075 (0.82%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	684,230,909 (98.97%)		7,132,135 (1.03%)
2021	656,284,177 (99.56%)		2,919,131 (0.44%)
Other public company boards and date	Stock exchange		Board committees
Intact Financial Corporation (property and casualty insurance) (since May 2021)	TSX		Human Resources and Compensation (Chair) Compliance Review and Corporate Governance
Magna International Inc. (manufacturing, automotive parts) (since May 2014)	TSX, NYSE		Talent Oversight and Compensation (Chair) Technology
Stelco Holdings Inc. (manufacturing) (since May 2018)	TSX		Environment, Health and Safety (Chair)
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	—	—	Yes
TC Energy DSUs	44,077	35,005

TC Energy Management Information Circular 2024 | 51

  Independent   Skills and experience   •  Accounting/Audit   •  Capital Markets/Mergers & Acquisitions   •  Enterprise Risk Management   •  Governance   •  Government, Regulatory & Stakeholder Relations   •  Human Resources & Compensation   •  Major Projects   •  Strategy & Leading Growth   At-risk investment $8,000,591   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors (Chair)
5/5 regularly scheduled meetings (100%)
4/4 special meetings (100%)   •  Governance Committee
4/4 meetings (100%)   •  Human Resources Committee 8/8 meetings (100%)  

Siim A. Vanaselja

AGE 67, TORONTO, ON, CANADA | DIRECTOR SINCE 2014

Mr. Vanaselja is a corporate director. He has also served on the board of directors of Great-West Lifeco Inc. (financial services) since May 2014, Power Corporation of Canada (financial services) since May 2020 and RioCan Real Estate Investment Trust (real estate) since May 2017.

Mr. Vanaselja was the Executive Vice-President and Chief Financial Officer of BCE Inc. and Bell Canada (telecommunications and media) from January 2001 to June 2015. Prior to joining BCE Inc., he was a partner at the accounting firm KPMG Canada in Toronto.

Mr. Vanaselja previously served as a member of the Conference Board of Canada’s National Council of Financial Executives, the Corporate Executive Board’s working council for Chief Financial Officers and Moody’s Council of Chief Financial Officers. During the period of the 2008 global financial crisis, he was a member of the Minister of Finance’s Special Advisory Committee to address the continued functioning of financial and credit markets in Canada.

He is a member of the Institute of Corporate Directors and a fellow of the Chartered Professional Accountants of Ontario. He holds an Honours Bachelor of Business degree from the Schulich School of Business. His community involvement has included work with Big Brothers Big Sisters of Toronto, St. Mary’s Hospital, the Heart and Stroke Foundation of Québec and the annual Walk for Kids Help Phone.

Annual meeting voting results	Votes in favour		Votes against
2023	608,256,198 (90.27%)		65,597,334 (9.73%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	614,128,533 (88.83%)		77,234,511 (11.17%)
2021	599,020,724 (90.87%)		60,182,584 (9.13%)
Other public company boards and date	Stock exchange		Board committees
Great-West Lifeco Inc. (financial services) (since May 2014)	TSX		Audit (Chair) Risk
Power Corporation of Canada (financial services) (since May 2020)	TSX		Audit (Chair)
RioCan Real Estate Investment Trust (real estate) (since May 2017)	TSX		Nominating and Environmental, Social and Governance (Chair) Audit People, Culture and Compensation
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	52,000	12,000	Yes
TC Energy DSUs	105,399	86,920

52 | TC Energy Management Information Circular 2024

  Independent   Skills and experience   •  Accounting/Audit   •  CEO   •  Electric Power & Electrification Value Chain   •  Energy, Pipelines & Midstream   •  Governance   •  Human Resources & Compensation   •  Major Projects   •  Strategy & Leading Growth   At-risk investment $2,424,134   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
3/4 special meetings (75%)   •  Audit Committee
3/4 meetings (75%)   •  Human Resources Committee (Chair)
8/8 meetings (100%)  

Thierry Vandal

AGE 63, MAMARONECK, NY, U.S.A | DIRECTOR SINCE 2017

Mr. Vandal is the President of Axium Infrastructure U.S., Inc. (independent infrastructure fund management firm) and currently serves on the board of directors for Axium Infrastructure Inc. (infrastructure fund management) since August 2015 and The Royal Bank of Canada (chartered bank) since August 2015. He is also Governor Emeritus at McGill University.

Mr. Vandal previously served as President and Chief Executive Officer for Hydro-Québec (electric utility) from 2005 to May 2015. He has also served as a director for École des Hautes Etudes Commerciales de Montréal (HEC Montréal) from 2006 to October 2017, director for Veresen Inc. (energy infrastructure) from 2015 to July 2017, Chairman of BioFuelNet Canada (biofuels industry) from 2013 to 2015, Chairman of the Conference Board of Canada from 2009 to 2010 and was a McGill University Governor from 2006 to 2017 as well as Chair of its Finance Committee from 2010 to 2017. He also served on the international advisory boards of HEC Montréal from 2017 to 2022 and McGill University from 2019 to 2022.

Mr. Vandal holds a Bachelor of Engineering degree from École Polytechnique de Montréal and a Master of Business Administration in finance from HEC Montréal. In 2012, he was named Canadian Energy Person of the Year by the Canadian Energy Council. He was also awarded an honorary doctorate by the Université de Montréal in 2007.

Annual meeting voting results	Votes in favour		Votes against
2023	667,078,800 (98.99%)		6,774,508 (1.01%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	686,500,888 (99.30%)		4,862,157 (0.70%)
2021	655,958,612 (99.51%)		3,244,696 (0.49%)
Other public company boards and date	Stock exchange		Board committees
The Royal Bank of Canada (chartered bank) (since August 2015)	TSX, NYSE		Human Resources (Chair) Risk
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	287	269	Yes
TC Energy DSUs	47,404	36,900

TC Energy Management Information Circular 2024 | 53

  Independent   Skills and experience   •  Capital Markets/Mergers & Acquisitions   •  CEO   •  Electric Power & Electrification Value Chain   •  Energy, Pipelines & Midstream   •  Governance   •  Human Resources & Compensation   •  Operations/Health, Safety, Sustainability & Environment   •  Strategy & Leading Growth   At-risk investment $4,829,816   TC Energy Board/Committees 2023 meeting attendance   •  Board of Directors
5/5 regularly scheduled meetings (100%)
3/4 special meetings (75%)   •  Audit Committee
4/4 meetings (100%)   •  Human Resources Committee
8/8 meetings (100%)   •  Special Committee
8/8 meetings (100%)    

Dheeraj “D” Verma

AGE 46, HOUSTON, TX, U.S.A. | DIRECTOR SINCE 2022

Mr. Verma is currently a Senior Advisor to Quantum Energy Partners (Quantum), a private equity firm focused on the global energy sector. He served on the Executive and Investment Committees of the firm from 2008 until 2021 and was also the President of the firm from 2017 through 2021. As part of his responsibilities, Mr. Verma also served as a director on several boards of private energy companies controlled by Quantum.

During his time with Quantum, Mr. Verma was responsible for investing and then stewarding significant institutional equity capital across the energy value chain, including in the upstream, midstream, oilfield services, power generation, renewables, technology and energy transition segments of the industry. He was also actively involved in investing in and helping build some of the largest private equity backed energy companies in North America. Among many other responsibilities, he was also one of the key architects of the firm’s ESG strategy and oversaw the firm’s operational efforts and reporting in this regard.

Prior to joining Quantum, Mr. Verma was a senior member of J.P. Morgan’s Mergers and Acquisitions group in New York from 2001 through 2008 and advised various public and private companies, including electric and gas utilities and renewable/conventional power generators, on strategic and financial transactions.

Mr. Verma has a B.A./B.S. in Mathematics and Finance from Ithaca College and a Masters in International Management from Thunderbird School of Global Management.

Annual meeting voting results	Votes in favour		Votes against
2023	670,577,149 (99.51%)		3,277,158 (0.49%)
Annual meeting voting results	Votes in favour		Votes withheld
2022	690,031,021 (99.81%)		1,332,024 (0.19%)
2021	—		—
Other public company boards and date	Stock exchange		Board committees
—	—		—
TC Energy securities held	2024	2023	Meets share ownership requirements
TC Energy Shares	81,426	46,748	Yes
TC Energy DSUs	13,593	5,988

54 | TC Energy Management Information Circular 2024

SERVING TOGETHER ON OTHER BOARDS

While the Board does not prohibit directors having common membership on other boards, the Board reviews potential common membership on other boards as they arise to determine whether it affects the ability of those directors to exercise independent judgment as members of TC Energy’s Board.

Currently, none of our directors serve together on another board. There are no board interlocks.

We also place limits on the number of public company boards that our directors may serve on. See Governance – Serving on other boards on page 101.

MEETING ATTENDANCE

We expect our directors to demonstrate a strong commitment to their roles and responsibilities while serving on our Board. The table below shows each director’s 2023 attendance record, which averaged 97 per cent for all Board and Committee meetings. The table reflects attendance at all meetings, including four special meetings which were called on relatively short notice. The Board also held its annual strategic planning session, along with and two in-depth educational sessions in 2023.

	Meeting attendance
	Board of directors								Board committees
	Regularly scheduled meetings				Special meetings1				Audit				Governance				Health, Safety, Sustainability and Environment				Human Resources				Special				Overall  attendance
	#		%		#		%		#		%		#		%		#		%		#		%		#		%		%
Cheryl F. Campbell		5/5		100		4/4		100		4/4		100		—		—		3/3		100		—		—		—		—		100
Michael R. Culbert		5/5		100		4/4		100		4/4		100		—		—		3/3		100		—		—		—		—		100
William D. Johnson		5/5		100		4/4		100		4/4		100		—		—		—		—		8/8		100		8/8		100		100
Susan C. Jones		5/5		100		4/4		100		4/4		100		—		—		—		—		8/8		100		8/8		100		100
John E. Lowe		5/5		100		4/4		100		—		—		4/4		100		3/3		100		—		—		7/8		88		96
David MacNaughton		5/5		100		3/4		75		—		—		4/4		100		3/3		100		—		—		—		—		94
François L. Poirier2		5/5		100		4/4		100		—		—		4/4		100		—		—		8/8		100		8/8		100		100
Una Power		5/5		100		3/4		75		4/4		100		—		—		3/3		100		—		—		7/8		88		92
Mary Pat Salomone		5/5		100		3/4		75		—		—		4/4		100		3/3		100		—		—		—		—		94
Indira Samarasekera		5/5		100		3/4		75		—		—		4/4		100		—		—		8/8		100		—		—		95
Siim A. Vanaselja		5/5		100		4/4		100		—		—		4/4		100		—		—		8/8		100		—		—		100
Thierry Vandal		5/5		100		3/4		75		3/4		75		—		—		—		—		8/8		100		—		—		90
Dheeraj “D” Verma		5/5		100		3/4		75		4/4		100		—		—		—		—		8/8		100		8/8		100		95

Notes

1 Special meetings are called on short notice and are not part of the Board’s regular schedule.

2 Mr. Poirier was not a member of any committees but was invited to attend Committee meetings as required.

TC Energy Management Information Circular 2024 | 55

The Arrangement

The following contains only a summary of the Plan of Arrangement, the Arrangement and the Arrangement Agreement and certain related agreements and matters. Shareholders are urged to read the more detailed information included elsewhere in, or incorporated by reference into, this Circular, including the Plan of Arrangement, a copy of which is attached as Appendix A to Schedule C to this Circular, Section 192 of the CBCA and the Arrangement Agreement, a copy of which is attached as Schedule C to this Circular.

SUMMARY OF THE ARRANGEMENT

The purpose of the Arrangement and the related transactions is to separate TC Energy into two independent, investment-grade, publicly listed companies: (a) TC Energy, a low-risk, diversified, growth-oriented natural gas infrastructure and energy solutions company, uniquely positioned to meet growing industry and consumer demand for reliable, lower-carbon energy and lower emitting energy sources, including natural gas; and (b) South Bow, a critical infrastructure company, with an unrivalled market position to connect resilient, safe and secure liquids supply to the highest demand markets with incremental growth and value creation opportunities. As described in greater detail under the heading The Arrangement – Details of the Arrangement, the Arrangement effects a series of transactions resulting in the transfer of the assets and liabilities comprising the Liquids Pipelines business from TC Energy to South Bow and the distribution to shareholders of all of the South Bow Common Shares. If you are a shareholder as of the Distribution Record Date, you will receive, in exchange for each TC Energy share you hold on the Distribution Record Date, one New TC Energy Common Share and 0.2 of a South Bow Common Share. Accordingly, immediately after giving effect to the Arrangement, those persons who were shareholders as of the Distribution Record Date will hold all of the outstanding New TC Energy Common Shares and South Bow Common Shares.

BACKGROUND TO THE ARRANGEMENT

TC Energy continually reviews options available to optimize its portfolio of assets and corresponding capital structure in order to enhance long-term shareholder value. The Arrangement is a result of a series of comprehensive reviews of the Liquids Pipelines business by TC Energy’s management and the Board.

The following is a summary of the strategic assessments, options evaluated, and opportunities pursued, which ultimately led to the decision to execute a separation of the Liquids Pipelines business from TC Energy’s Natural Gas Pipelines business and Power and Energy Solutions (the Natural Gas Pipelines business and Power and Energy Solutions will collectively comprise TC Energy following the completion of the Arrangement) through a generally tax-free spin off of the Liquids Pipelines business to TC Energy’s shareholders. Over the course of this process, the Board has consulted with management, and with financial, legal and tax advisors in order to assist in evaluating the merits of the various alternatives.

In November 2020, management initiated a review of strategic alternatives for the Liquids Pipelines business for the Board under scenarios with and without Keystone XL, which included: (a) growing and re-investing in the business; (b) optimizing the business and harvesting the cash flows; and (c) exiting the business. At the time, the Liquids Pipelines business had the opportunity to meaningfully grow, after having sanctioned and secured funding for Keystone XL, through a strategic partnership with the Government of Alberta. After this initial strategic review and transaction, management continued to monitor key signposts to inform potential preferred future alternatives and timing.

In January 2021, President Biden revoked the presidential permit for Keystone XL, and the project was subsequently terminated by TC Energy in June of 2021. With the inability to execute on a strategic and transformational project such as Keystone XL, TC Energy initiated a comprehensive strategic review of the Liquids Pipelines business; this time with the support of financial advisors.

These financial advisors subsequently completed and presented their analysis to the Board in the following three parts:

• On February 18, 2021, they presented an analysis of the macro environment and industry outlook, as it related to market fundamentals, energy transition, and the potential impacts these would have on TC Energy’s long-term portfolio and investment strategy.

• On May 6, 2021, they issued their review and assessment of TC Energy’s strategic outlook for its diversified portfolio, including capital markets positioning and segmented valuation of the various business lines.

• On July 28, 2021, they shared the rationale for a Liquids Pipelines business separation compared to the rationale for maintaining status quo. The analysis performed by such advisors included potential financial and strategic implications, market positioning, peer benchmarking and comparable trading valuations. The materials also included overviews of other successful energy industry spin off transactions and potential strategic and private capital buyers. The discussion identified a divestiture of the

56 | TC Energy Management Information Circular 2024

Liquids Pipelines business as a viable strategy, however, there were timing considerations in terms of substantiating and executing on natural gas infrastructure and power growth projects.

Following this comprehensive review, it was concluded that a separation of the Liquids Pipelines business was a potential path forward for the Liquids Pipelines business to continue to grow; however, management recommended deferral of the decision to a later point in time and established several conditions precedent in order to pursue a separation, which included (a) neutral to positive credit impacts and alignment with target ratings; (b) pro-forma cash flow profiles supportive of dividend commitments; (c) proven cash flow growth from Natural Gas Pipelines business and Power and Energy Solutions; (d) growth opportunities for the Liquids Pipelines business beyond TC Energy capital allocation capacity; and (e) external investment appetite sufficient to support the transaction. In the meantime, the Liquids Pipelines business would be retained and would continue to focus on creating value by optimizing latent pipeline capacity and by investing in capital light growth opportunities within its established footprint.

Concurrently, while the strategic review was in progress, in June 2021, TC Energy and another North American midstream company (the JV Partner) began evaluating potential joint-venture structures. The parties ultimately determined to review and assess a structure where each company would contribute liquids assets to a newly formed entity. If pursued, the joint venture would hold the assets, issue holding company debt and redistribute proceeds back to the parent companies. Both parties held several remote and in-person meetings to discuss the transaction perimeter, commercial and operational synergies and guiding principles of the potential partnership. The potential transaction was formally socialized with the Board on November 4, 2021, after which management continued to advance the joint venture opportunity.

Further information and diligence materials were exchanged, including detailed asset level financial forecasts, potential growth projects and preliminary cost estimates required to realize the identified areas of value creation. An in-person management presentation was held on February 22, 2022, in the JV Partner’s headquarters, where senior management and financial advisors of each party were present. On March 17, 2022, management sent a term sheet to the JV Partner outlining a valuation proposal and key partnership terms. The parties subsequently held additional follow up discussions, but ultimately an agreement in principle was not reached, and the joint venture transaction was not further pursued.

Given the significant synergy potential of an asset combination between TC Energy and the JV Partner, with the support of financial advisors, management evaluated the outright acquisition of the potential JV Partner’s comparable liquids assets, previously under consideration for contribution to the joint venture. On April 28, 2022, management presented the acquisition proposal to the Board, which authorized management to proceed with a non-binding indicative proposal (the Indicative Proposal). On May 4, 2022, TC Energy sent the Indicative Proposal to the JV Partner. On May 16, 2022, management received feedback that while the offer represented a fair value for the business, the JV Partner was not contemplating an outright sale of these assets and, consequently, the parties terminated further strategic discussions.

On November 9, 2022, TC Energy publicly announced plans to raise $5+ billion in 2023 through asset divestitures to support funding of TC Energy’s $30+ billion capital project backlog and reduce leverage. A full or partial sale of the Liquids Pipelines business was one of the candidates identified to achieve the divestiture target. Management, with the support of financial advisors, developed the marketing materials necessary to solicit interest from prospective buyers. Subsequently, personnel from management, the Liquids Pipelines business and the Corporate Development team held initial conversations with potential counterparties.

Between December 2022 and February 2023, confidentiality agreements were signed by interested counterparties and management presentations were held in the TC Energy Houston, Texas office during this timeframe. Financial models, questions and answers and other information were exchanged with counterparties. After considering, among other things, preliminary investor interest and a combination of valuation indications and tax leakage derived from a potential transaction, management determined an outright or partial sale of the Liquids Pipelines business would not maximize value to shareholders, and it would be expected to be dilutive on an EPS and DCF basis. This view was supported by a detailed analysis provided by financial advisors of the financial impacts of a full or partial sale of the Liquids Pipelines business. The materials from the financial advisors also included an updated analysis of the financial impacts of a potential spin off transaction. During the February 14, 2023 Board meeting, management provided feedback on the outreach to potential acquirers of the Liquids Pipelines business and communicated that a full or partial sale of the business was unlikely to materialize as a viable alternative. Management presented the spin off of the Liquids Pipelines business as an actionable strategic transaction to optimize and maximize the value of TC Energy’s portfolio. The Board provided direction to evaluate a potential spin off transaction in more detail.

Before the end of February 2023, initial pre-emptive stages of the Arrangement process had formally been initiated with financial advisors to further assess the strategic rationale, financial impacts, equity capital markets’ reaction and valuation benchmarking for South Bow and TC Energy post-Arrangement. Management (including internal personnel from TC Energy’s legal and tax groups) engaged further advisors from Deloitte LLP (tax), Blake, Cassels & Graydon LLP (legal) and White & Case LLP (legal) to provide advice on transaction structuring as

TC Energy Management Information Circular 2024 | 57

well as to perform preliminary due diligence activities. Bain & Company, a consulting firm, was also engaged to provide the initial organizational design for South Bow along with impacts to TC Energy from an organizational and cost perspective.

On April 10, 2023, the financial advisors presented refreshed strategic rationales, detailed financial impacts, capital markets analysis and key valuation assumptions supporting the viability of the Arrangement to François Poirier, Chief Executive Officer, Bevin Wirzba, Executive Vice-President and Group Executive, Canadian Natural Gas and Liquids Pipelines, and other senior management members of the Liquids Pipelines business.

Concurrently with the Arrangement evaluation process, in early 2023 another North American midstream company proposed evaluating a potential liquids joint venture. A confidentiality agreement was executed on January 17, 2023, and a “whiteboarding session” was held in the TC Energy Houston, Texas office on January 17, 2023, with commercial and corporate development professionals from both companies. Senior management members of the Liquids Pipelines business held meetings with the counterparty’s Executive Vice President & Chief Commercial Officer on February 9, 2023, and February 23, 2023, respectively. A further meeting was held at the TC Energy Houston, Texas office on March 21, 2023, with commercial and corporate development professionals from both companies. Incremental information and high-level data were exchanged, but no material discussions or detailed transaction structures were discussed, nor did the series of interactions lead to substantive future developments. TC Energy determined this joint venture transaction would not improve the value of its Liquids Pipelines business and the business risk of the potential pro forma entity was not aligned with TC Energy’s risk preferences.

On April 27, 2023, management provided an update regarding strategic alternatives for the Liquids Pipelines business to the Board. After having explored joint ventures and, more recently, a full or partial sale of the business, management communicated to the Board that a spin off of the Liquids Pipelines business provided the most optimal path forward for the business to maximize shareholder value. The overall rationale for the spinoff was underpinned by: (a) the potential shareholder value uplift driven by South Bow’s ability to grow long-term with its own access to capital, not available today given that TC Energy’s capital program was focused on its Natural Gas Pipelines business and Power and Energy Solutions; and (b) the ability of TC Energy and South Bow to focus on their distinctive opportunity sets and investment propositions following the spinoff.

The detailed analysis provided to the Board during the meeting included the following key topics: (a) value proposition of each entity on a standalone basis; (b) equity capital markets valuation and peer comparison of two separately traded securities, presented by financial advisors; (c) financial impacts on an EPS and DCF basis and credit metrics (including potential dis-synergies); (d) evaluation of Canadian versus U.S. domiciling; and (e) key process governance considerations presented by Blake, Cassels & Graydon LLP. The key assumptions of the financial analysis included: (a) current dividend re-allocated between TC Energy and South Bow being unchanged on a combined basis; (b) South Bow being appropriately capitalized to be investment grade rated; and (c) the ability to spin off the Liquids Pipelines business to existing shareholders on a generally tax-free basis. The Board supported advancing the spin off by, among other things, confirming underlying assumptions and completing due diligence with a view towards a potential announcement at the end of July 2023.

On May 23, 2023, the Board approved the formation of a special committee (the Special Committee) comprised entirely of independent Board members: Bill Johnson, Susan Jones, John Lowe, Una Power and Dheeraj Verma. The mandate of the Special Committee was to assist the Board in providing input, advice and assistance in respect of the structure and key determinations, aspects and other matters relating to a potential spin off of the Liquids Pipelines business.

During the June 7, 2023 Board meeting, management shared an update on key Arrangement workstreams: structuring, tax, legal due diligence, and cost analysis, which were continuing to progress with no major issues identified at that time. Strategic rationale, valuation and peer benchmarking were also reviewed. Financial and valuation metrics presented included consideration of TC Energy’s $5+ billion divestiture plan. The discussion was focused on South Bow’s and TC Energy’s equity stories and investment thesis that would be communicated to investors and capital markets following a potential transaction announcement. The Board directed management to continue to progress the Arrangement with a target announcement after the next Board meeting, on July 27, 2023.

In June 2023, management contacted Evercore, a financial advisor not previously engaged by TC Energy nor involved in any prior financial or transaction structuring analysis regarding a spin off of the Liquids Pipelines business, regarding the potential for Evercore to provide a fairness opinion to the Board regarding the Arrangement. Evercore was formally retained on July 26, 2023.

At the July 27, 2023 Board meeting, management provided a comprehensive package with an overview of the Arrangement. During the meeting, management reinforced the strategic rationale for the Arrangement, which was also supported by analysis from J.P. Morgan and RBC Capital Markets. To complete the financial analysis of the Arrangement, the Board received a preliminary verbal fairness opinion from Evercore. Management also presented potential transaction risks and corresponding mitigants.

Following the overview of the Arrangement, management provided an update on the following key workstreams required to be completed prior to the announcement of the Arrangement: (a) generally tax-free structure of the transaction validated, or to be validated,

58 | TC Energy Management Information Circular 2024

by opinions as to certain tax matters from Deloitte LLP (Canada and U.S.), White & Case LLP (U.S.) and Blake, Cassels & Graydon LLP (Canada); (b) expected investment grade ratings from two of Moody’s, S&P, and Fitch; (c) legal due diligence completed with no material issues; (d) South Bow and TC Energy initial organizational design and dis-synergies impacts, which were immaterial; and (e) detailed internal and external communication plans and engagement.

The materials presented to the Board also substantiated the following conditions precedent after the comprehensive review performed by the financial advisors: (a) neutral to positive credit impacts for TC Energy following completion of the Arrangement, including 2024 leverage target of 4.75x debt / EBITDA, and South Bow expected to be investment grade; (b) dividend allocation between TC Energy and South Bow providing each entity with excess cash flow to underpin financial and strategic flexibility for capital reinvestment, debt repayment or return of capital to shareholders; (c) TC Energy’s secured capital program providing meaningful comparable EBITDA growth that aligns with its long-term dividend growth outlook; (d) TC Energy’s Q2 2023 $30+ billon secured capital program focused on the Natural Gas Pipelines business and Power and Energy Solutions, without allocation for growth of the Liquids Pipelines business; and (e) energy security concerns and mild pace of energy transition effects necessitating continued need for critical liquids infrastructure to support global oil and refined products markets.

Following the presentation and discussion regarding the Arrangement, the Board determined that proceeding with the Arrangement is in the best interests of TC Energy and authorized the company to proceed with the Arrangement. On July 27, 2023, TC Energy publicly announced the Arrangement.

Between May 31, 2023 and February 5, 2024, the Special Committee met on nine occasions to review and provide guidance on various matters related to the Arrangement, including the key terms of the principal agreements relating to the Arrangement, the status of the Tax Rulings, treatment of TC Energy incentive securities and other employee benefits, composition of management and the board of directors of South Bow, activities relating to the execution plan for the separation of the Liquids Pipelines business, and the communications plan for the Arrangement.

On March 20, 2024, the Special Committee and the Board held a joint meeting with their legal and financial advisors and members of management to receive an update on the Arrangement. Management summarized recent developments on key workstreams. Each of RBC Capital Markets and J.P. Morgan updated the Special Committee and the Board regarding their ongoing analysis in respect of the Arrangement. The Special Committee and the Board discussed with management and Blake, Cassels & Graydon LLP an initial draft of the Circular that was circulated in advance of the meeting. Following the presentations and discussion, the Board resolved to hold the meeting on June 4, 2024 and set April 16, 2024 as the record date for the meeting.

On April 10, 2024, the Board held a special meeting to consider the Arrangement. The Audit Committee met with management and representatives from KPMG prior to the Board meeting to review the financial statements included in this Circular, which the Audit Committee then recommended to the Board for approval. During the Board meeting, management provided a detailed overview of the business case for, and the terms and conditions of, the Arrangement. Following management’s presentation, Evercore orally delivered its opinion (subsequently confirmed in writing) to the effect that, as of the date of such opinion and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by shareholders pursuant to the Arrangement is fair, from a financial point of view, to shareholders. Following the presentations and discussion, the Board: (a) determined that the Arrangement is in the best interests of TC Energy; (b) approved the Arrangement, the terms of the Arrangement Agreement and the transactions contemplated thereby; and (c) directed that the Arrangement be submitted to shareholders for approval and recommended that shareholders vote for the Arrangement Resolution and the South Bow Shareholder Rights Plan Resolution.

REASONS FOR THE ARRANGEMENT

In recommending that shareholders vote for the Arrangement Resolution, the Board took into consideration, among other things, the following:

Comprehensive Review of Alternatives

The Arrangement is the result of a rigorous, two-year strategic review and analysis of potential alternatives for the Liquids Pipelines business conducted by the Board, management, and financial, tax and legal advisors. The Board considered a variety of transaction alternatives to address the long-term future of the Liquids Pipelines business having regard to TC Energy’s strategy, operating portfolio, capital requirements and capacity, growth opportunities and ongoing energy transition considerations, including, among other possibilities: (a) the full or partial spin off of the Liquids Pipelines business; (b) a sale to a strategic or private equity buyer; (c) a joint venture with a strategic partner; (d) a minority stake sale; and (e) the status quo. Following this extensive review and analysis, the Board determined the Arrangement to be the best available option for TC Energy and the Liquids Pipelines business going forward. See The Arrangement – Background to the Arrangement.

TC Energy Management Information Circular 2024 | 59

Independent and Unique Growth Opportunities

The Arrangement is expected to result in two independent, investment-grade, publicly listed companies positioned to fully capture opportunities presented by long-term fundamentals driving demand for energy security, affordability and sustainability.

TC Energy and South Bow will each be a premium energy infrastructure company with vast and distinct opportunities for both organic and inorganic expansion through strategic growth projects and acquisitions. Separating the Liquids Pipelines business from TC Energy will enable each of TC Energy and South Bow to pursue independent growth strategies and, in particular, provide the Liquids Pipelines business with a capital structure to fund growth opportunities that may not be available to it as part of TC Energy’s consolidated business.

TC Energy will be a growth-oriented, unified natural gas infrastructure and energy solutions business focused on its natural gas pipelines, storage and power businesses, with a regulated, low-risk and utility-like portfolio, that delivers approximately 30 per cent of North American natural gas demand. TC Energy will continue to develop its industry-leading approximately $31 billion¹ secured capital program with expected annual sanctioned net capital expenditures of $6-7 billion beyond 2024. South Bow will have an irreplaceable operational footprint comprising critical and strategic North American infrastructure delivering long-life, low decline WCSB and U.S. domestic supply to North America’s largest oil refining and export markets. With a 4,900-km (3,045-miles) liquids pipeline network supported by investment-grade counterparties and unique long-term, committed contracts, South Bow is expected to provide stable and robust cash flows.

Independent Capital Allocation

As independent companies, TC Energy and South Bow will have independent balance sheets, which will provide them with independent access to capital markets. Each company will have the ability to align its capital allocation strategies, driven by its unique opportunity sets, with its internally generated cash flows, leverage targets and dividend commitments. TC Energy will have a capital allocation strategy that balances sustainable dividend growth – expected to be three to five per cent annually – with reinvestment in its secured capital program in alignment with deleveraging targets. South Bow is expected to have an initial capital structure that supports investment grade credit ratings, with significant expected cash flows supporting a strong and stable base dividend that is expected to grow over time and optionality to accelerate deleveraging or share buybacks.

Incremental Shareholder Value

The Arrangement is expected to maximize shareholder value by allowing TC Energy and South Bow to independently pursue disciplined growth through their distinct opportunity sets. TC Energy will increase the weight of its rate regulated business and will focus on natural gas infrastructure, driven by strong long-term fundamentals and power and energy solutions, driven by nuclear, pumped hydro storage and new energy opportunities. South Bow will capitalize on its best-in-class contracting framework and will focus on enhancing value through capacity optimizations and in-corridor strategic investments to maintain and capture additional market share. Further, by offering investors two unique, independently compelling value propositions, it is expected that TC Energy and South Bow will collectively attract a wider set of investors relative to TC Energy prior to the Arrangement. Accordingly, we believe that the separate companies will, in the aggregate, achieve a higher valuation compared to the valuation accorded to TC Energy prior to the Arrangement.

Management Focus and Alignment of Equity-Based Employee Compensation

The Arrangement would result in dedicated executive leadership teams for both TC Energy and South Bow and would insulate each company from any volatility associated with the other. Further, the Arrangement is expected to improve the ability of TC Energy and South Bow to align their respective equity-based employee compensation programs with the performance of their businesses.

Investment Alternatives

The Arrangement will provide shareholders with two unique investment opportunities in TC Energy and South Bow and will allow them to initially retain ownership in both companies. TC Energy is expected to deliver long-term cash flow growth that is commensurate with its three to five per cent dividend growth rate with its portfolio of diversified utility-like natural gas infrastructure and power and energy solutions businesses, and South Bow, through its industry-leading competitive position, is expected to deliver long-term contracted cash flows with its ownership of critical and strategic liquids infrastructure.

Approvals and Procedural Fairness

The Board’s recommendation that shareholders vote in favour of the Arrangement Resolution is the result of a thorough process that was conducted with the input and guidance of the Special Committee and with the advice and assistance of the Board’s financial, legal, accounting and tax advisors and management. Among other things, the Arrangement is subject to the following procedural mechanisms:

¹ As at December 31, 2023.

60 | TC Energy Management Information Circular 2024

• the Arrangement will become effective only after receiving approval from at least two-thirds of the votes cast by shareholders present or represented by proxy at the meeting;

• this Circular has been prepared and delivered to shareholders in accordance with applicable securities laws in order to provide sufficient information to permit shareholders to make an informed voting decision concerning the Arrangement; and

• the Arrangement must be approved by the Court, which will consider, among other things, the fairness of the Arrangement to the persons affected thereby, both from a substantive and procedural perspective.

Fairness Opinion

The Board has received the Fairness Opinion to the effect that, as of the date of such opinion and based upon and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by shareholders pursuant to the Arrangement is fair, from a financial point of view, to shareholders. See The Arrangement – Fairness Opinion.

Tax Treatment

The Arrangement will generally occur on a tax-free basis for a Resident Shareholder who holds its TC Energy shares as capital property. A summary of potential material Canadian federal income tax consequences to Resident Shareholders arising from and relating to the Arrangement is provided under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

The deemed distribution resulting from the Arrangement is generally intended to be tax-free to shareholders for U.S. federal income tax purposes, except with respect to any cash received in lieu of fractional South Bow Common Shares. A summary of potential material U.S. federal income tax consequences to U.S. Holders arising from and relating to the Arrangement is provided under the heading Material Income Tax Considerations – Certain United States Federal Income Tax Considerations.

Consistent with Reasonable Expectations of Stakeholders

The Board has considered the reasonable expectations of all of TC Energy’s stakeholders and believes the terms of the Arrangement are consistent with those expectations.

The foregoing are the material factors considered by the Board in its review and evaluation of the Arrangement, but this discussion is not intended to be exhaustive. The potential factors and benefits described above are subject to a number of risks that could cause some or all of these factors and benefits to not be realized, in whole or in part. See the section entitled The Arrangement – Risk Factors Relating to the Arrangement. In view of the wide variety of factors considered by the Board, and the complexity of these matters, the Board did not find it practicable to, and did not quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of the Board may have assigned different weights to various factors.

RECOMMENDATION OF THE BOARD

The Board has, acting with the input and guidance of the Special Committee, and with the advice and assistance of its financial, legal, accounting and tax advisors and management, having undertaken a thorough review of, and having carefully considered, among other things: (a) information concerning TC Energy; (b) the Arrangement and its impact on TC Energy and all relevant stakeholders; (c) the alternatives to the Arrangement available to TC Energy, including the status quo; (d) the Fairness Opinion; and (e) such other matters it considered necessary or appropriate, including the factors and risks set out elsewhere in this Circular: (a) determined that the Arrangement is in the best interests of TC Energy; (b) approved the Arrangement, the terms of the Arrangement Agreement and the transactions contemplated thereby; and (c) directed that the Arrangement be submitted to shareholders for approval and recommended that shareholders vote for the Arrangement Resolution and for the South Bow Shareholder Rights Plan Resolution.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ARRANGEMENT RESOLUTION

AND THE SOUTH BOW SHAREHOLDER RIGHTS PLAN RESOLUTION.

FAIRNESS OPINION

TC Energy retained Evercore pursuant to an engagement letter dated July 26, 2023 to prepare and deliver to the Board the Fairness Opinion in an independent capacity.

In connection with such engagement, Evercore rendered to the Board a verbal opinion on April 10, 2024, subsequently confirmed in writing, that, as at the date thereof, based upon and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by shareholders pursuant to the Arrangement is fair, from a financial point of view, to shareholders.

The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, matters considered, and qualifications and any limitations on the Fairness Opinion and the review undertaken in connection therewith, is contained in Schedule D to this

TC Energy Management Information Circular 2024 | 61

Circular. The summary of the Fairness Opinion set forth in this Circular is qualified in its entirety by reference to the full text of such opinion and shareholders are urged to read the Fairness Opinion carefully and in its entirety.

TC Energy has agreed to pay Evercore a fixed fee for preparing and delivering the Fairness Opinion, regardless of its conclusions and whether the Arrangement is completed, as well as to reimburse Evercore for reasonable out-of-pocket expenses and to indemnify it for certain liabilities arising out of its engagement to provide the Fairness Opinion. None of the fees payable to Evercore in connection with its engagement are contingent on the completion of the Arrangement or any other transaction.

The Fairness Opinion does not constitute a recommendation to any shareholder as to how such shareholder should vote with respect to the resolutions to be considered by shareholders at the meeting or any other matter. The Fairness Opinion does not address any other aspect of the Arrangement or any related transaction, including any legal, tax or regulatory aspects of the Arrangement that may be relevant to TC Energy or shareholders, and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategic alternatives that may be available to TC Energy. Evercore has not prepared a formal valuation or appraisal of TC Energy or any of its securities or assets, and the Fairness Opinion should not be construed as such. The Fairness Opinion is only one factor that was taken into consideration by the Board in making its determination to recommend that shareholders vote in favour of the Arrangement Resolution. See The Arrangement – Reasons for the Arrangement.

The Board urges shareholders to review the Fairness Opinion carefully and in its entirety. For further details, see Schedule D to this Circular.

Credentials of Evercore

Evercore is a global independent investment banking firm, providing advisory services on a full range of matters, including mergers, sales, acquisitions, leveraged buyouts, joint ventures, strategic, defense and shareholder advisory. Evercore has been a financial advisor in a significant number of transactions globally involving public and private companies in various industry sectors and has extensive experience in rendering fairness opinions in connection with mergers and other transactions.

Independence of Evercore

Evercore is independent of TC Energy and any other “interested party” for the purposes of Section 6.1 of MI 61-101. Neither Evercore nor any of its affiliated entities (as that term is defined in MI 61-101): (a) is an issuer insider, associated entity or affiliated entity of any interested party (as those terms are defined in MI 61-101); (b) is an advisor to any interested party with respect to the Arrangement; (c) is receiving compensation that depends in whole or in part on the conclusion reached in the Fairness Opinion or the outcome of the Arrangement; (d) is a manager or co-manager or member of a soliciting dealer group for the Arrangement; (e) is the external auditor of any interested party; or (f) holds a material financial interest in completion of the Arrangement. Evercore has not entered into any other agreements or arrangements with TC Energy or any of its associates or affiliates with respect to any future dealings. Evercore has not acted as agent or underwriter in any financings involving TC Energy, or any of its associates or affiliates during the 24-month period preceding the date that Evercore was first contacted in respect of the Arrangement. Having regard to the nature of Evercore’s role in these matters, the Board was satisfied that Evercore is appropriately independent.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to TC Energy and South Bow and their respective Affiliates or persons that are competitors, customers or suppliers of TC Energy and South Bow.

DETAILS OF THE ARRANGEMENT

The following description is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached as Appendix A to the Arrangement Agreement, which is attached as Schedule C to this Circular. Shareholders are urged to carefully read the Plan of Arrangement in its entirety.

Commencing at the Effective Time, the following events, matters and transactions will occur and will be deemed to occur in the following sequence, without any further act, authorization or formality, and with each event, matter or transaction occurring and being deemed to occur immediately after the occurrence of the immediately preceding event, matter or transaction:

(a) the terms of the TC Energy Shareholder Rights Plan will be waived to the extent required to facilitate the completion of the transactions contemplated by the Plan of Arrangement;

62 | TC Energy Management Information Circular 2024

(b) the articles of TC Energy will be amended to create and authorize the issuance of an unlimited number of TC Energy Arrangement Common Shares and an unlimited number of TC Energy Special Shares, each new class having the rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement;

(c) the articles of South Bow will be amended to:

(i) provide that South Bow shall have a minimum of seven and a maximum of fifteen directors;

(ii) replace, in their entirety, the rights, privileges, restrictions and conditions currently attached to the South Bow Common Shares with those set out in Exhibit II to the Plan of Arrangement;

(iii) change the designation of the existing preferred shares of South Bow from “Preferred Shares” to “First Preferred Shares” and replace, in their entirety, the rights, privileges, restrictions and conditions attached thereto with those set out in Exhibit II to the Plan of Arrangement;

(iv) create and authorize the issuance of:

i. an unlimited number of South Bow Special Shares; and

ii. Second Preferred Shares in an amount not to exceed that provided for in the terms thereof,

each new class having the rights, privileges, restrictions and conditions set out in Exhibit II to the Plan of Arrangement;

(v) replace, in their entirety, the other provisions currently forming part of the articles of South Bow with those set out in Exhibit III to the Plan of Arrangement;

(d) pursuant to a reorganization of the capital of TC Energy, each TC Energy share outstanding immediately prior to the Effective Time will be exchanged into one TC Energy Arrangement Common Share and one TC Energy Special Share and the TC Energy shares so exchanged will be cancelled;

(e) the South Bow Stock Option Plan and South Bow Shareholder Rights Plan will come into force;

(f) each Non-Transferred Employee and Former TC Energy Employee who holds TC Energy Stock Options shall exchange such TC Energy Stock Options for a number of New TC Energy Stock Options equal to the number of TC Energy Stock Options so exchanged by such Non-Transferred Employee or Former TC Energy Employee, as the case may be, and the TC Energy Stock Options so exchanged will be cancelled;

(g) each Transferred Employee who holds TC Energy Stock Options shall exchange such TC Energy Stock Options for a number of South Bow Stock Options equal to the number of TC Energy Stock Options so exchanged by such Transferred Employee multiplied by the Transferred Employee Exchange Ratio (rounded down to the nearest whole number), and the TC Energy Stock Options so exchanged will be cancelled;

(h) each Transferred Employee who holds TC Energy RSUs shall dispose of such TC Energy RSUs and South Bow shall grant to such Transferred Employee a number of South Bow RSUs equal to the number of TC Energy RSUs so disposed of, multiplied by the Transferred Employee Exchange Ratio (rounded down to the nearest whole number), and the TC Energy RSUs so disposed of will be cancelled;

(i) each Transferred Employee who holds TC Energy PSUs shall dispose of such TC Energy PSUs and South Bow shall grant to such Transferred Employee a number of South Bow PSUs equal to the number of TC Energy PSUs so disposed of, multiplied by the Transferred Employee Exchange Ratio (rounded down to the nearest whole number), and the TC Energy PSUs so disposed of will be cancelled;

(j) each shareholder will transfer to South Bow all of their TC Energy Special Shares in consideration for the issuance by South Bow of that number of South Bow Common Shares as is equal to 0.2 multiplied by the number of TC Energy shares held by such shareholder immediately before the Effective Time;

(k) TC Energy will transfer the Transferred Property to South Bow in consideration for the issuance by South Bow to TC Energy of 100 South Bow Special Shares;

(l) TC Energy will redeem for cancellation all of the TC Energy Special Shares held by South Bow for an amount equal to the redemption amount (as determined pursuant to the articles of TC Energy) of such TC Energy Special Shares, which amount shall be satisfied by the issuance by TC Energy to South Bow of the TC Energy Redemption Note;

TC Energy Management Information Circular 2024 | 63

(m) South Bow will redeem for cancellation all of the South Bow Special Shares held by TC Energy for an amount equal to the redemption amount (as determined pursuant to the articles of South Bow) of such South Bow Special Shares, which amount shall be satisfied by the issuance by South Bow to TC Energy of the South Bow Redemption Note;

(n) TC Energy will satisfy the principal amount of the TC Energy Redemption Note by transferring to South Bow the South Bow Redemption Note. Simultaneously, South Bow will satisfy the principal amount of the South Bow Redemption Note by transferring to TC Energy the TC Energy Redemption Note. The TC Energy Redemption Note and the South Bow Redemption Note will thereupon be cancelled;

(o) the articles of South Bow will be amended to remove the South Bow Special Shares from the authorized capital of South Bow;

(p) pursuant to the terms of the TC Energy Arrangement Common Shares, each holder of TC Energy Arrangement Common Shares will exchange each TC Energy Arrangement Common Share held thereby for one New TC Energy Common Share, and the TC Energy Arrangement Common Shares so exchanged will be cancelled; and

(q) the articles of TC Energy will be amended to remove the TC Energy Special Shares and TC Energy Arrangement Common Shares from the authorized capital of TC Energy.

For more information regarding the treatment of TC Energy Stock Options (including adjustments made to the exercise price thereof), South Bow Stock Options (including the determination of the exercise price thereof), TC Energy RSUs, South Bow RSUs, TC Energy PSUs, South Bow PSUs and TC Energy DSUs pursuant to the Arrangement, see The Arrangement – Treatment of Incentive Securities.

The Plan of Arrangement provides for a number of other actions, including the appointment of the directors of South Bow identified under the heading Directors and Executive Officers in Schedule F to this Circular. The above steps and the other steps of the Plan of Arrangement are set out in detail in the Plan of Arrangement attached as Appendix A to the Arrangement Agreement, which is attached as Schedule C to this Circular.

64 | TC Energy Management Information Circular 2024

The following diagram sets out an abbreviated organizational structure of TC Energy and South Bow immediately prior to the implementation of the Arrangement:

The following diagram sets out an abbreviated organizational structure of TC Energy and South Bow immediately following the completion of the Arrangement:

TC Energy Management Information Circular 2024 | 65

DISTRIBUTION OF SHARES

To facilitate the distribution and transfer of the New TC Energy Common Shares and South Bow Common Shares to shareholders as of the Distribution Record Date, TC Energy will execute and deliver to Computershare an irrevocable power of attorney at or prior to the Effective Time, authorizing Computershare to distribute and transfer the New TC Energy Common Shares to the applicable shareholders and South Bow will deliver to Computershare a treasury order or such other direction as may be requested by Computershare to effect the issuance of the South Bow Common Shares. As soon as practicable after the Effective Time, Computershare will deliver to each registered shareholder as of the Distribution Record Date a DRS Advice representing the South Bow Common Shares such holder is entitled to receive pursuant to the Arrangement. Following the completion of the Arrangement, certificates and DRS Advices representing TC Energy shares will be deemed for all purposes to be certificates or DRS Advices, as applicable, representing New TC Energy Common Shares and accordingly no new certificates or DRS Advices will be issued in respect of New TC Energy Common Shares.

TREATMENT OF FRACTIONAL SHARES

No certificates or DRS Advices representing fractional South Bow Common Shares arising from the Arrangement shall be issued to shareholders pursuant to the Arrangement and no dividend, stock split or other change in the capital structure of South Bow shall relate to any such fractional security and such fractional interests shall not entitle the owner thereof to exercise any rights as a security holder of South Bow. South Bow will deposit with Computershare the fractional South Bow Common Shares issuable pursuant to the Arrangement for the benefit of the holders of such fractional South Bow Common Shares. Each person otherwise entitled to a fractional interest in a South Bow Common Share will be entitled to receive a cash payment equal to such person’s pro rata allocation of the net proceeds, after brokerage commissions and expenses, received by Computershare upon the sale, on behalf of all such persons, of whole South Bow Common Shares representing an accumulation of all such fractional interests in South Bow Common Shares, without any interest thereon. Computershare will facilitate the sale of such South Bow Common Shares on the TSX as soon as reasonably practicable following the Effective Date. The aggregate net proceeds, after brokerage commissions and expenses, of such sale will be distributed by Computershare, pro rata in relation to their respective fractions, among persons otherwise entitled to receive fractional interests in South Bow Common Shares pursuant to the Arrangement, without any interest thereon. In effecting the sale of any such South Bow Common Shares, Computershare will exercise its sole judgment as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. TC Energy, South Bow and Computershare will not be liable for any loss arising out of any such sale of South Bow Common Shares.

ARRANGEMENT AGREEMENT

The following is a summary of the material terms and conditions of the Arrangement Agreement. This summary may not contain all of the information about the Arrangement Agreement that is important to shareholders and is qualified in its entirety by the full text of the Arrangement Agreement, which is attached to this Circular as Schedule C. Shareholders are urged to read the Arrangement Agreement in its entirety.

TC Energy, South Bow and SBPL have entered into the Arrangement Agreement, which provides for, among other things, the terms of the Plan of Arrangement, the conditions to its completion, actions to be taken prior to and after the Effective Date and other matters, the substance of which is summarized below or elsewhere in this Circular.

Covenants

The Arrangement Agreement contains certain customary covenants of the parties that they will, among other things, subject to the terms of the Arrangement Agreement: (a) use their respective commercially reasonable efforts and do all things reasonably required to cause the Pre-Arrangement Transactions, the Arrangement and the Post-Arrangement Transactions to become effective on such dates as TC Energy may determine; (b) do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments, as may be reasonably required to facilitate the carrying out of the intent and purpose of the Arrangement Agreement; (c) cooperate with and assist each other in dealing with transitional and other matters relating to or arising from the Pre-Arrangement Transactions, the Arrangement, the Post-Arrangement Transactions or the Arrangement Agreement; (d) not perform any act or enter into any transaction that could interfere or be inconsistent with the completion of any Pre-Arrangement Transaction, the Arrangement or any Post-Arrangement Transaction or the effective application of the Tax Rulings to the Arrangement; and (e) use their respective commercially reasonable efforts to satisfy the conditions precedent to the completion of the Arrangement.

The parties further agreed to assist and cooperate in the preparation and filing with all applicable securities regulatory authorities in Canada and the United States of all necessary applications to seek exemptions, if required, from the prospectus, registration and other requirements of applicable securities laws in Canada and the United States for the issue by TC Energy and South Bow of the securities to

66 | TC Energy Management Information Circular 2024

be issued in the Pre-Arrangement Transactions, the Arrangement and the Post-Arrangement Transactions, and other exemptions that are necessary or desirable in connection with the Pre-Arrangement Transactions, the Arrangement and the Post-Arrangement Transactions.

TC Energy also agreed to: (a) apply to list on the TSX and the NYSE the TC Energy Special Shares and the TC Energy Arrangement Common Shares issuable pursuant to the Arrangement; and (b) make a joint application with South Bow to list on the TSX and the NYSE the South Bow Common Shares issuable pursuant to the Arrangement and issuable under the South Bow Stock Option Plan, in each case, prior to the Effective Date.

South Bow and SBPL agreed to cooperate in amending the Rulings Applications, applying for such amendments or supplements to, or replacements of, the Tax Rulings, and agreed to make such amendments to the Arrangement Agreement and the Plan of Arrangement, as may be reasonably necessary to give effect to the Tax Rulings or to undertake any transaction contemplated therein or to implement the Plan of Arrangement, or as may be determined by TC Energy, in its sole discretion, to be reasonably necessary to enable TC Energy (or any Affiliate) to carry out any transactions deemed advantageous by TC Energy for the separation of the Liquids Pipelines business from the business of TC Energy.

In addition, each party agreed that it and any successor thereto will not, on or before the Effective Date, perform any act or enter into any transaction or permit any transaction within its control to occur that could reasonably be considered to interfere or be inconsistent with the Tax Rulings. Further, each party agreed that it will not (and that it will cause its subsidiaries to not) take any actions, omit to take any action, or enter into any transaction that could cause the Arrangement or any related transaction to be taxed in a manner inconsistent with that provided for in the Tax Rulings without obtaining a supplementary tax ruling or an opinion of a nationally recognized law firm that such actions, omissions or transactions will not have such effect in respect of the Tax Rulings.

The parties further agreed that taxes and tax matters, including the control of tax-related proceedings, will be governed by the Tax Matters Agreement to the extent specifically addressed in the Tax Matters Agreement, subject to the terms thereof and that, in the case of any conflict or inconsistency between the Arrangement Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

Conditions Precedent

Completion of the Arrangement is subject to certain customary conditions precedent, see The Arrangement – Conditions to Closing of the Arrangement and Tax Rulings. Certain conditions precedent to the completion of the Arrangement in the Arrangement Agreement will be deemed to be satisfied, waived or released on the filing of the Articles of Arrangement.

Amendments

The Arrangement Agreement provides that at any time and from time to time before and after the meeting, but not later than the Effective Date, the Arrangement Agreement may be amended by written agreement of the parties without, subject to applicable law, further notice to or authorization on the part of their respective shareholders.

Termination

The Arrangement Agreement may be terminated at any time before or after the holding of the meeting, but prior to the issue of the Certificate of Arrangement, by TC Energy in its sole discretion without the approval of the shareholders, South Bow or SBPL.

SEPARATION AGREEMENT AND OTHER ARRANGEMENTS

The Separation Agreement will set forth the agreement between TC Energy and South Bow with respect to the separation of the Liquids Pipelines business from the business of TC Energy in connection with the Arrangement, including the transfer of certain assets related to the Liquids Pipelines business from TC Energy to South Bow and the allocation of certain liabilities and obligations related to the Liquids Pipelines business between TC Energy and South Bow, including responsibility and liability for certain legal actions existing at the Effective Time.

In addition, under the terms of the Separation Agreement, South Bow will indemnify TC Energy and its Affiliates from and against any liabilities that are primarily attributed to the Liquids Pipelines business, whether arising or accruing at, prior to or after the Effective Time and whether the facts on which such liability are based occurred at, prior to or after the Effective Time. This arrangement is subject to two primary exceptions, as TC Energy may indemnify South Bow for certain liabilities associated with: (a) the Milepost 14 incident; and (b) certain existing variable toll disputes on the Keystone Pipeline (collectively, the TC Energy Indemnified Liquids Liabilities). The variable toll disputes on the Keystone Pipeline are currently before applicable regulatory bodies and, while TC Energy believes that it has strong arguments that the variable tolls in dispute were properly calculated and applied, any amounts above the current accrued amounts that may ultimately be payable in respect of these disputes are indeterminable at this time, however such may be material. It is expected that the ultimate amounts of any indemnities provided by TC Energy in respect of the TC Energy Indemnified Liquids Liabilities will be determined closer to the Effective Date when more information about the potential liabilities are known and that the amounts will be set

TC Energy Management Information Circular 2024 | 67

with a view to ensuring that South Bow and TC Energy satisfy the Investment Grade Rating Condition set forth in the Arrangement Agreement. Any arrangements with respect to the TC Energy Indemnified Liquids Liabilities will not apply to any impact the resolution of the variable toll disputes has on post-Effective Time tolls or South Bow revenues. For more information regarding the TC Energy Indemnified Liquids Liabilities, see note 20 to the Carve-Out Financial Statements, which are included in Schedule H to this Circular.

The Separation Agreement also will contain an indemnity under which TC Energy will agree to indemnify South Bow and its Affiliates from and against any liabilities relating to the businesses and assets retained by TC Energy. TC Energy and South Bow will also indemnify each other with respect to non-performance of their respective obligations under the Separation Agreement.

It is expected that any amounts ultimately recoverable in respect of the claim to recover economic damages under the United States-Mexico-Canada Agreement relating to the legacy North American Free Trade Agreement and the revocation of the Keystone XL Presidential Permit in early 2021, will be attributable to TC Energy and South Bow on a 90 / 10 split, respectively.

For more information regarding the Milepost 14 incident and the variable toll disputes and United States-Mexico-Canada Agreement claim discussed above, see the Three-Year History section of Schedule F to this Circular.

The separation of the Liquids Pipelines business will be completed effective as at the Effective Time, in accordance with the Separation Agreement, the Tax Matters Agreement, the Employee Matters Agreement and the Plan of Arrangement. However, to the extent that certain legal documentation necessary to evidence any of the transactions contemplated by the Separation Agreement has not been completed on or prior to the Effective Time, South Bow and TC Energy will agree under the Separation Agreement to cooperate to complete such legal documentation following the Effective Time. In addition, each of TC Energy and South Bow will agree under the Separation Agreement to cooperate with each other and use reasonable commercial efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Separation Agreement and the ancillary agreements.

Other matters provided for by the Separation Agreement are expected to include, among other things, access to books and records, confidentiality, and dispute resolution.

Following the Arrangement, TC Energy and South Bow will be independent of each other to the greatest extent practicable. While the owners of both companies will initially be the shareholders of TC Energy prior to the Arrangement, other than Mary Pat Salomone, who has been nominated for election to the TC Energy Board and South Bow Board, there is not expected to be any overlap in the directors, management or employees of TC Energy and South Bow following the Arrangement. However, for a limited transition period, TC Energy and South Bow will be subject to certain contractual arrangements, which are intended to facilitate the orderly transition of each entity into a fully independent public company. Such arrangements are expected to be limited to those contained in the Separation Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement.

Transition Services Agreement

TC Energy and South Bow will provide certain services to one another pursuant to the Transition Services Agreement, which services are expected to be limited to those matters which, for practical reasons, TC Energy or South Bow, as applicable, cannot feasibly self-perform or outsource to third parties as of the Effective Time. It is expected that such services will primarily be provided by TC Energy to South Bow and that South Bow will provide limited transitional services to TC Energy. It is further expected that, pursuant to the Transition Services Agreement, detailed schedules will be prepared, including the terms for each scope of services provided between the entities, and the related costs payable by TC Energy to South Bow, and South Bow to TC Energy. Unless terminated earlier or extended by mutual agreement of the parties thereto, it is expected that the schedules to the Transition Services Agreement will expire no later than twenty-four months following the Effective Date.

Tax Matters Agreement

TC Energy and South Bow will enter into the Tax Matters Agreement, which will govern the parties’ respective rights, responsibilities and obligations after the Arrangement with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Arrangement and certain related transactions to qualify as tax-free for Canadian or U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, tax elections, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters.

The Tax Matters Agreement will also impose certain restrictions on each party and their respective subsidiaries (including, among others, restrictions on share issuances, share repurchases, business combinations, sales of assets and similar transactions) designed to preserve the tax-free status of the Arrangement and certain related transactions. The Tax Matters Agreement will contain certain covenants that may, except in specific circumstances, prohibit the parties from taking or failing to take certain actions that could cause the Arrangement and certain related transactions to be taxed in a manner that is inconsistent with the Tax Rulings. Such covenants include that, generally, South Bow and its respective subsidiaries will not, as part of the series of transactions that includes the Arrangement, dispose of certain

68 | TC Energy Management Information Circular 2024

property (other than in the ordinary course of business) to an unrelated person that exceeds, in the aggregate, 10 per cent of the fair market value of the property of South Bow immediately after the Arrangement. Such covenants also include that, generally, TC Energy and its respective subsidiaries will not, as part of the series of transactions that includes the Arrangement, dispose of certain property (other than in the ordinary course of business) to an unrelated person that exceeds, in the aggregate, 10 per cent of the fair market value of the property of TC Energy immediately after the Arrangement. Such covenants may limit TC Energy’s and South Bow’s ability to pursue certain strategic transactions or other transactions for a period of time. However, these restrictions are designed to preserve the intended Canadian tax treatment of the Arrangement.

The Tax Matters Agreement will provide special rules that allocate tax liabilities in the event the Arrangement, together with certain related transactions, is not tax-free. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes imposed on TC Energy or South Bow that arise from the failure of the Arrangement, together with certain related transactions, to qualify as a transaction that is generally tax-free, to the extent that the failure to so qualify is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by that party in the Tax Matters Agreement.

As discussed below under the heading Material Income Tax Considerations – Certain United States Federal Income Tax Considerations, notwithstanding receipt by TC Energy of the U.S. Tax Ruling and opinion(s) of tax advisors, the IRS could assert that the Arrangement or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, TC Energy, South Bow, and certain shareholders could be subject to significant U.S. federal income tax liability. In addition, certain events that may or may not be within the control of TC Energy or South Bow could cause the Arrangement and certain related transactions to not qualify for tax-free treatment. Depending on the circumstances, each party may be required to indemnify the other for taxes and certain related amounts resulting from the Arrangement and certain related transactions not qualifying for tax-free treatment.

Employee Matters Agreement

TC Energy will assign employees and transfer certain employee benefit plan assets and liabilities, including with respect to South Bow USA employees, and both South Bow and South Bow USA will establish benefit plans and arrangements for the transferred employees pursuant to an Employee Matters Agreement that will be entered into between TC Energy and South Bow in connection with the Arrangement.

PRE-ARRANGEMENT TRANSACTIONS

On December 15, 2023, South Bow and SBPL were formed under the CBCA in order to carry out the Arrangement. Until the Arrangement is effected, South Bow will have no assets or liabilities, will conduct no operations and will not issue any shares in its capital stock.

CONDITIONS TO CLOSING OF THE ARRANGEMENT AND TAX RULINGS

Conditions to the Arrangement

The obligation of TC Energy to complete the Arrangement is subject to fulfillment, on or before the Effective Date or such other time specified, of certain conditions, including the following:

(a) the Pre-Arrangement Transactions shall have been completed;

(b) the Arrangement Resolution shall have been approved by the requisite number of votes cast by shareholders at the meeting in accordance with the provisions of the Interim Order and applicable laws;

(c) the Final Order shall have been obtained and shall not have been set aside;

(d) all material consents, orders, rulings, approvals, opinions and assurances, including regulatory, judicial, third party and advisor opinions, approvals and orders, required or necessary, in the sole discretion of TC Energy, for the completion of the Pre-Arrangement Transactions, the Arrangement, the transactions contemplated by the Arrangement Agreement and the Tax Rulings shall have been obtained or received from the persons having jurisdiction in the circumstances and all will be in full force and effect, and none of such consents, orders, rulings, approvals, opinions or assurances shall contain terms or conditions or require undertakings or security that are considered unsatisfactory or unacceptable by TC Energy, in its sole discretion;

(e) no action shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to, the Arrangement and there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Arrangement Agreement, the Tax Rulings or the Rulings Applications and no cease trading or similar order with respect to any securities of TC Energy, South Bow or SBPL shall have been issued and remain outstanding;

TC Energy Management Information Circular 2024 | 69

(f) no law, regulation or policy shall have been proposed, enacted, promulgated or applied that interferes or is inconsistent with the completion of the Pre-Arrangement Transactions, the Arrangement or any of the other transactions contemplated by the Arrangement Agreement or the Tax Rulings or the effective application of the Tax Rulings to the Arrangement, including any material change to the income tax laws of Canada or the United States, or any province, state or territory thereof;

(g) the Tax Rulings, having been issued by the CRA and IRS, respectively, shall remain in full force and effect and all of the transactions referred to in such Tax Rulings as occurring on or prior to the Effective Time will have occurred and all conditions or terms of such Tax Rulings shall have been satisfied;

(h) TC Energy will have received an opinion from White & Case LLP, satisfactory to the Board, regarding certain U.S. federal income tax matters relating to the Arrangement;

(i) the TSX will have conditionally approved the listing thereon of the TC Energy Special Shares and TC Energy Arrangement Common Shares to be issued pursuant to the Arrangement and the South Bow Common Shares to be issued pursuant to the Arrangement and issuable under the South Bow Stock Option Plan, in each case, prior to the Effective Time and subject only to compliance with the usual requirements of the TSX;

(j) the NYSE will have approved, subject to notice of issuance, the listing thereon of the TC Energy Special Shares and TC Energy Arrangement Common Shares to be issued pursuant to the Arrangement and the South Bow Common Shares to be issued pursuant to the Arrangement and issuable under the South Bow Stock Option Plan, in each case, prior to the Effective Time;

(k) TC Energy, South Bow and, as applicable, SBPL, shall have entered into the Separation Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement;

(l) TC Energy and South Bow shall each have been assigned an Investment Grade Rating by any two of S&P, Moody’s and Fitch and such ratings shall remain in effect as of the Effective Time (the Investment Grade Rating Condition);

(m) there shall not have occurred a Material Adverse Effect of TC Energy, South Bow or SBPL; and

(n) the Arrangement Agreement will not have been terminated pursuant to the provisions thereof.

If any of the conditions set forth in the Arrangement Agreement are not fulfilled or performed, on or prior to the Effective Time, TC Energy may terminate the Arrangement or waive, in its discretion, the applicable condition in whole or in part; provided, however, that the conditions described above in paragraphs (b), (c), (f), as it relates to the Tax Rulings, (g), (i), (j), and (l) may not be waived by TC Energy.

Conditions to the Tax Rulings

Conditions to the Canadian Tax Ruling

The Canadian Tax Ruling received from the CRA contains income tax rulings binding on the CRA which confirm that the transfer of the Transferred Property may be accomplished on a tax-free basis, and certain other tax matters related to the Arrangement, provided that the material facts presented are accurately stated, the transfer is implemented as disclosed to the CRA and certain other conditions are satisfied. This requires, among other things, that the Arrangement complies with all requirements of the public company “butterfly” rules in Section 55 of the Tax Act.

The Arrangement is structured to comply with these rules. However, there are certain requirements of these rules that may depend on events occurring after the Arrangement is completed or that may not be within the control of TC Energy and/or South Bow. For example, under Section 55 of the Tax Act, TC Energy and/or South Bow will recognize a taxable gain on the transfer by TC Energy of the Transferred Property if: (a) a “specified shareholder” were to exist and such “specified shareholder” disposes of TC Energy or South Bow shares (or property that derives 10 per cent or more of its fair market value from such shares or property substituted therefor) to an unrelated person or to a partnership as part of the series of transactions which includes the transfer by TC Energy of the Transferred Property; (b) there is an acquisition of control of TC Energy or of South Bow that is part of the series of transactions that includes the transfer by TC Energy of the Transferred Property; (c) a person unrelated to South Bow acquires in the aggregate (generally otherwise than in the ordinary course of operations of South Bow), as part of the series of transactions that includes the transfer by TC Energy of the Transferred Property, property acquired on the transfer by TC Energy that has a fair market value greater than 10 per cent of the fair market value of all property received by South Bow in the Arrangement; (d) a person unrelated to TC Energy acquires in the aggregate (generally otherwise than in the ordinary course of operations of TC Energy), as part of the series of transactions that includes the transfer by TC Energy of the Transferred Property, property retained by TC Energy on the Arrangement that has a fair market value greater than 10 per cent of the fair market value of all property retained by TC Energy in the Arrangement; or (e) certain persons acquire shares of TC Energy (other than in specified permitted transactions) in contemplation of, and as part of the series of transactions that includes, the transfer by TC Energy of the Transferred Property. If any of the above events were to occur and to cause the Arrangement to be

70 | TC Energy Management Information Circular 2024

taxable to TC Energy or to South Bow under Section 55 of the Tax Act, TC Energy or South Bow, as applicable, and in some cases, both TC Energy and South Bow, would be liable for a substantial amount of tax. In addition, if such an event were due to an act of TC Energy or South Bow (or one of their respective Affiliates), or an omission by one of them to act, TC Energy or South Bow, as applicable, would generally be required to indemnify the other party for taxes under the Tax Matters Agreement.

Conditions to the U.S. Tax Ruling

TC Energy has received the U.S. Tax Ruling from the IRS on certain issues relating to the qualification of the Arrangement as generally tax-free under Sections 368(a)(1)(D) and 355(a), and related provisions of the U.S. Code. In addition, it is a condition to the Arrangement that TC Energy receive an opinion from White & Case LLP, satisfactory to the Board, regarding certain U.S. federal income tax matters relating to the Arrangement.

The opinion of White & Case LLP will be conditioned upon the continuing validity of the U.S. Tax Ruling. In addition, the U.S. Tax Ruling is, and the opinion of White & Case LLP will be, based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of TC Energy and South Bow (including those relating to the past and future conduct of TC Energy and South Bow). If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if TC Energy or South Bow breach any of their respective representations or covenants contained in any of the separation-related agreements and documents or in any documents relating to the U.S. Tax Ruling and/or the opinion of White & Case LLP, the U.S. Tax Ruling and/or such opinion may be invalid, and the conclusions reached therein could be jeopardized. In addition, to the extent that certain additional transactions are entered into and/or executed by TC Energy or South Bow that are not fully disclosed in the U.S. Tax Ruling, the IRS can, to the extent such deviations from the disclosed facts, assumptions or undertakings impact the tax treatment of the transaction, retroactively revoke or require modification of the U.S. Tax Ruling.

Accordingly, notwithstanding the U.S. Tax Ruling or the opinion of White & Case LLP, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to one or more of the conclusions in the U.S. Tax Ruling or such opinion. In addition, neither the U.S. Tax Ruling nor the opinion of White & Case LLP address or will address all of the issues that are relevant to determining whether the Arrangement, together with certain related transactions, qualifies as a transaction that is generally tax-free for U.S. federal income tax purposes, except with respect to any cash received in lieu of fractional South Bow Common Shares. An opinion of a tax advisor represents the judgment of such tax advisor and is not binding on the IRS or any court, and the IRS or a court may disagree with the conclusions in the opinion(s) of such tax advisor. Thus, TC Energy cannot provide assurances that the intended U.S. tax treatment will be achieved, or that U.S. Holders will not incur substantial U.S. federal income tax liabilities in connection with the Arrangement and certain related transactions. For a more detailed discussion of the tax consequences of the Arrangement to U.S. Holders, see Material Income Tax Considerations – Certain United States Federal Income Tax Considerations – Tax Consequences of the Arrangement.

To preserve the intended tax treatment of the Arrangement, for a period of time following the Arrangement, TC Energy and South Bow may be prohibited, except in specific circumstances, from taking or failing to take certain actions under the Tax Matters Agreement. The foregoing restrictions may limit, for a period of time, the ability of TC Energy and/or South Bow to pursue certain strategic transactions or other transactions that either company believes to be in the best interests of its shareholders or that might increase the value of its business. For a discussion of the risk factors relating to the preservation of the intended tax treatment of the Arrangement, see The Arrangement – Risk Factors Relating to the Arrangement.

COURT APPROVAL OF THE ARRANGEMENT

An arrangement of a corporation under the CBCA requires court approval. On April 9, 2024, TC Energy obtained the Interim Order authorizing the calling and holding of the meeting and providing for certain other procedural matters. The Interim Order is attached as Schedule E to this Circular. If shareholders approve the Arrangement Resolution at the meeting in the manner set forth in the Interim Order, TC Energy will apply to the Court to obtain the Final Order approving the Arrangement. The hearing of the application for the Final Order is scheduled to take place at the Calgary Courts Centre, 601 – 5^th Street S.W., Calgary, Alberta, on June 4, 2024 at 3:30 p.m. (MDT) or as soon thereafter as counsel may be heard. Any shareholder or any other interested party desiring to appear and make submissions at the application for the Final Order may do so, provided that they comply with the applicable procedural requirements set forth in the Interim Order and the Notice of Application. The Court, when hearing the application for the Final Order, will consider, among other things, the fairness of the Arrangement, both from a substantive and a procedural perspective, to the shareholders and any other interested party as the Court determines appropriate. The Court may approve the Arrangement in any manner it may direct and determine appropriate.

The Court will be advised prior to the hearing for the Final Order that if the terms and conditions of the Arrangement are approved by the Court, such approval will be relied upon in seeking an exemption from the registration requirements of the U.S. Securities Act, pursuant to Section 3(a)(10) thereof, with respect to the offer and sale of the securities to be issued or distributed pursuant to the Arrangement.

TC Energy Management Information Circular 2024 | 71

SHAREHOLDER APPROVAL OF THE ARRANGEMENT AND RELATED MATTERS

In order to pass:

• subject to any further order of the Court, the Arrangement Resolution must be approved by at least two-thirds of the votes cast by shareholders present or represented by proxy at the meeting; and

• the South Bow Shareholder Rights Plan Resolution must be approved by at least a simple majority of the votes cast by shareholders present or represented by proxy at the meeting.

PROPOSED TIMETABLE FOR THE ARRANGEMENT

The expected timeline of key events in respect of the Arrangement below is provided for illustrative purposes only. Such events could be delayed or otherwise changed for a number of reasons and it is not possible to state if or when such events will occur.

See The Arrangement – Risk Factors Relating to the Arrangement.

Record Date:	April 16, 2024
Proxy Deadline:	May 31, 2024
Shareholder Meeting:	June 4, 2024
Final Order Hearing:	June 4, 2024
Effective Date:	Late-Q3 2024 – Mid-Q4 2024

Assuming that shareholders approve the Arrangement Resolution at the meeting in the manner set forth in the Interim Order, that the Court grants the Final Order on June 4, 2024, in a form acceptable to TC Energy, and the satisfaction of certain other conditions to completion of the Arrangement, as described in greater detail above, the Articles of Arrangement and related documents, in the form prescribed by the CBCA, will be filed with the Director at such time as TC Energy deems appropriate, in its sole discretion. The Arrangement will become effective upon the issuance of the Certificate of Arrangement by the Director. Provided that the foregoing approvals and conditions are satisfied in a timely manner, TC Energy currently expects that the Effective Date will occur between late third quarter 2024 and mid fourth quarter 2024. Once determined, TC Energy will issue a news release announcing the timing of the Effective Date and the Distribution Record Date.

TREATMENT OF INCENTIVE SECURITIES

TC Energy delivers a long-term incentive program in the form of the TC Energy Stock Option Plan, the TC Energy RSU Plan and the TC Energy PSU Plan (formerly known as the TC Energy Executive Share Unit Plan). In addition, TC Energy has the TC Energy DSU Plan which allows the members of the Board to defer certain director fees. See Compensation.

The Board, based on the recommendation of the Human Resources Committee, determined that, in connection with the Arrangement, it would be in the best interests of TC Energy and South Bow for:

• TC Energy Stock Options, TC Energy RSUs and TC Energy PSUs held by Transferred Employees to be exchanged for South Bow Stock Options, South Bow RSUs and South Bow PSUs, respectively, in each case, subject to adjustment to ensure that the aggregate value of such TC Energy incentive securities immediately prior to the Effective Time is equal to the aggregate value of such South Bow incentive securities immediately following the Effective Time;

• TC Energy Stock Options held by Non-Transferred Employees and Former TC Energy Employees to be exchanged for New TC Energy Stock Options, subject to adjustment to ensure that the aggregate value of such TC Energy Stock Options immediately prior to the Effective Time is equal to the aggregate value of such New TC Energy Stock Options immediately following the Effective Time; and

• TC Energy RSUs, TC Energy PSUs and TC Energy DSUs held by Non-Transferred Employees and Former TC Energy Employees to be adjusted to ensure that the aggregate value of such TC Energy incentive securities is the same immediately before and immediately after the Effective Time.

More specifically, TC Energy Stock Options, TC Energy RSUs, TC Energy PSUs and TC Energy DSUs outstanding as of immediately before the Effective Time will be treated as set out below, subject to the discretion of the Board.

72 | TC Energy Management Information Circular 2024

Treatment of Outstanding TC Energy Stock Options

As of April 10, 2024, there were 7,050,342 TC Energy Stock Options outstanding. Under these outstanding TC Energy Stock Options, the exercise price per TC Energy share ranges from $56.66 to $75.06, with a weighted average exercise price of $62.23. The TC Energy Stock Option Plan is administered by the Human Resources Committee, which is composed entirely of independent directors of TC Energy. TC Energy Stock Options vest one third each year, beginning on the first anniversary of the grant date and have a seven-year term. Each TC Energy Stock Option entitles the holder, upon exercise, to acquire one TC Energy share at the applicable exercise price. The exercise price of a TC Energy Stock Option is the closing market price of the TC Energy shares on the TSX on the last trading day immediately preceding the grant date. As at December 31, 2023, the Human Resources Committee determined to discontinue the use of TC Energy Stock Options as part of TC Energy’s long term incentive program. Other than South Bow Stock Options issued in exchange for TC Energy Stock Options pursuant to the Arrangement, South Bow does not expect to issue South Bow Stock Options as part of its long term incentive program.

Pursuant to the Arrangement:

• for TC Energy Stock Options held as of immediately prior to the Effective Time by Non-Transferred Employees and Former TC Energy Employees: (a) each such TC Energy Stock Option will be exchanged for one New TC Energy Stock Option; and (b) the exercise price of each such New TC Energy Stock Option will be equal to the original exercise price of the TC Energy Stock Option exchanged therefor less the FMV Reduction of a TC Energy Common Share (rounded up to the nearest whole cent); and

• for TC Energy Stock Options held as of immediately prior to the Effective Time by Transferred Employees: (a) each such Transferred Employee shall exchange the TC Energy Stock Options held thereby for a number of South Bow Stock Options equal to the number of TC Energy Stock Options so exchanged multiplied by the Transferred Employee Exchange Ratio (rounded down to the nearest whole number); and (b) the exercise price of each such South Bow Stock Option will be equal to the original exercise price of the TC Energy Stock Option exchanged therefor divided by the Transferred Employee Exchange Ratio (rounded up to the nearest whole cent).

Except as noted above, the New TC Energy Stock Options or South Bow Stock Options, as the case may be, received by a former holder of TC Energy Stock Options pursuant to the Arrangement will have substantially the same terms as the TC Energy Stock Options exchanged therefor. For purposes of the TC Energy Stock Option Plan and the South Bow Stock Option Plan, the New TC Energy Stock Options and the South Bow Stock Options, respectively, shall be deemed to be a continuation of the earlier granted TC Energy Stock Option exchanged therefor, as opposed to a new grant of options.

If the Arrangement Resolution is approved, it is estimated that 6,422,071 New TC Energy Stock Options will be outstanding following the Arrangement, entitling the holders thereof to acquire an aggregate of 6,422,071 New TC Energy Common Shares (representing approximately 0.06 per cent of the 1,043,909,900 estimated New TC Energy Common Shares to be outstanding immediately following completion of the Arrangement on a fully diluted basis). The proposed executive officers, employees and consultants of South Bow own, in the aggregate, 628,271 TC Energy Stock Options, which, if the Arrangement Resolution is approved, will be exchanged for South Bow Stock Options pursuant to the Arrangement in the same manner as other Transferred Employees.

The South Bow Stock Options to be received by Transferred Employees pursuant to the Arrangement will be granted pursuant to the South Bow Stock Option Plan. Approval of the South Bow Stock Option Plan by shareholders is not required by the TSX as no South Bow Stock Options will be issued pursuant to the South Bow Stock Option Plan other than South Bow Stock Options issued in exchange for TC Energy Stock Options pursuant to the Arrangement.

Treatment of Outstanding TC Energy RSUs

As of April 10, 2024, there were approximately 4,073,600 TC Energy RSUs outstanding. TC Energy RSUs are notional share units awarded under the TC Energy RSU Plan. TC Energy RSUs accrue dividend equivalents and vest at the end of the one, two or three-year grant term. Awards are paid out in a lump sum cash payment as soon as practicable following the end of the grant term.

Pursuant to the Arrangement:

• each Non-Transferred Employee and Former TC Energy Employee shall have the TC Energy RSUs held thereby adjusted such that, following the completion of the Arrangement the aggregate number of TC Energy RSUs held by such person shall be equal to the number of TC Energy RSUs held by such person as of immediately prior to the Effective Time, multiplied by the Non-Transferred Employee Exchange Ratio. This adjustment is intended to provide applicable Non-Transferred Employees and Former TC Energy Employees with an aggregate value of TC Energy RSUs immediately following the Arrangement equal to the aggregate value of the TC Energy RSUs they held immediately before the Arrangement; and

TC Energy Management Information Circular 2024 | 73

• each Transferred Employee shall have the TC Energy RSUs held thereby exchanged for a number of South Bow RSUs equal to the number of TC Energy RSUs held by such person as of immediately prior to the Effective Time, multiplied by the Transferred Employee Exchange Ratio. This adjustment is intended to provide applicable Transferred Employees with an aggregate value of South Bow RSUs immediately following the Arrangement equal to the aggregate value of the TC Energy RSUs they held immediately before the Arrangement.

Except as noted above, the South Bow RSUs received by a Transferred Employee pursuant to the Arrangement will have substantially the same terms as the TC Energy RSUs exchanged therefor.

Treatment of Outstanding TC Energy PSUs

As of April 10, 2024, there were approximately 2,315,838 TC Energy PSUs outstanding. TC Energy PSUs are notional share units awarded under the TC Energy PSU Plan. TC Energy PSUs accrue dividend equivalents and vest on December 31 at the end of the three-year performance period. TC Energy PSUs (and dividend equivalents) can vest based on a performance multiplier of zero to 200 per cent, depending on performance against targets established at the beginning of the period. TC Energy PSUs, if earned, are paid out in a lump sum cash payment in the first quarter following the end of the performance period.

Pursuant to the Arrangement:

• each Non-Transferred Employee and Former TC Energy Employee shall have the TC Energy PSUs held thereby adjusted such that, following the completion of the Arrangement the aggregate number of TC Energy PSUs held by such person shall be equal to the number of TC Energy PSUs held by such person as of immediately prior to the Effective Time, multiplied by the Non-Transferred Employee Exchange Ratio. This adjustment is intended to provide applicable Non-Transferred Employees and Former TC Energy Employees with an aggregate value of TC Energy PSUs immediately following the Arrangement equal to the aggregate value of the TC Energy PSUs they held immediately before the Arrangement; and

• each Transferred Employee shall have the TC Energy PSUs held thereby exchanged for a number of South Bow PSUs equal to the number of TC Energy PSUs held by such person as of immediately prior to the Effective Time, multiplied by the Transferred Employee Exchange Ratio. This adjustment is intended to provide applicable Transferred Employees with an aggregate value of South Bow PSUs immediately following the Arrangement equal to the aggregate value of the TC Energy PSUs they held immediately before the Arrangement.

The Human Resources Committee has considered the performance period and performance factors applicable to the TC Energy PSUs. Taking into account the advice of external advisors, the Human Resources Committee intends to make certain adjustments to the performance factors of the outstanding TC Energy PSUs in connection with the completion of the Arrangement, and it is expected that South Bow will establish new performance factors for the South Bow PSUs substantially as follows.

In respect of the outstanding TC Energy PSUs granted in 2022 (the 2022 TC Energy PSUs), it is expected that the Human Resources Committee will truncate the performance period of such TC Energy PSUs to end on the Effective Date and measure performance from January 1, 2022 to the Effective Date, rather than to the end of the current performance period applicable to such TC Energy PSUs of December 31, 2024. This will involve measuring relative TSR and the achievement of the cumulative EPS through to the Effective Date as much as practicable and applying such performance factor to the 2022 TC Energy PSUs. While the EPS and TSR performance factors for the 2022 TC Energy PSUs will be crystallized on the Effective Date, as of immediately prior to the Distribution Record Date, the 2022 TC Energy PSUs will continue to vest to the end of the original term and the payout will be calculated based on the volume-weighted average price (VWAP) of the New TC Energy Common Shares or South Bow Common Shares as applicable on the TSX for the 20 days prior to the vesting date of such 2022 TC Energy PSUs of December 31, 2024.

In respect of the outstanding TC Energy PSUs granted in 2023 and TC Energy PSUs granted in 2024 it is expected that the Human Resources Committee will measure performance according to the measures set at time of grant through to the Effective Date to the extent practicable. For the performance periods following the Effective Date, performance will be measured by the Human Resources Committee in ordinary course and the South Bow Human Resources Committee, as applicable.

Except as noted above, the South Bow PSUs received by a Transferred Employee pursuant to the Arrangement will have substantially the same terms as the TC Energy PSUs exchanged therefor.

Treatment of Outstanding TC Energy DSUs

As of April 10, 2024, there were 434,169 TC Energy DSUs outstanding. TC Energy DSUs are notional shares that have the same value as TC Energy shares. TC Energy DSUs earn dividend equivalents as additional units at the same rate as dividends paid on TC Energy shares. The TC Energy DSU Plan allows directors to choose to receive a portion of their retainers and travel fees in TC Energy DSUs instead of cash. The TC Energy DSU Plan also allows the Governance Committee to use discretion to grant TC Energy DSUs to directors as additional

74 | TC Energy Management Information Circular 2024

compensation (excluding employee directors). Directors have a 12 month period to redeem their TC Energy DSUs when they leave the Board. Directors can redeem their TC Energy DSUs for cash or TC Energy shares purchased on the open market.

Pursuant to the Arrangement, each holder of TC Energy DSUs shall have the TC Energy DSUs held thereby adjusted such that, following the completion of the Arrangement the aggregate number of TC Energy DSUs held by such person shall be equal to the number of TC Energy DSUs held by such person as of immediately prior to the Effective Time, multiplied by the Non-Transferred Employee Exchange Ratio. This adjustment is intended to provide holders of TC Energy DSUs with an aggregate value immediately following the Arrangement equal to the aggregate value of the TC Energy DSUs they held immediately before the Arrangement.

TREATMENT OF TC ENERGY EMPLOYEES AND EMPLOYEE BENEFIT PLANS

To provide for the allocation of management and employees to each of TC Energy and South Bow after giving effect to the Arrangement, certain modifications are required to be made to employment arrangements. These arrangements will become effective following the Effective Date. The Arrangement will not result in directors, officers or employees of TC Energy receiving any material benefit that shareholders do not receive generally in connection with the Arrangement. Other than as described in The Arrangement – Treatment of Incentive Securities, there will be no acceleration of vesting, redemption or settlement of incentive securities, triggering of change of control provisions or other payments or benefits being made to the directors, officers or employees of TC Energy in connection with the Arrangement.

Employment Agreements

As of April 10, 2024, TC Energy and its subsidiaries had approximately 7,231 employees. TC Energy expects approximately 6,674 employees to remain with TC Energy and its subsidiaries after the Arrangement becomes effective and approximately 557 employees to be transferred to South Bow and its subsidiaries, on equivalent terms of employment, upon or after the Arrangement becomes effective.

TC Energy has agreements with certain executive officers that provide for the payment of certain severance benefits if a change of control of TC Energy occurs and, within two years of the change of control, the individual’s employment is terminated by TC Energy without cause or there has been a constructive dismissal. The Arrangement will not constitute a “change of control” for purposes of such agreements. See Termination and Change of Control.

Benefit and Pension Plans

TransCanada Registered Pension Plan and TransCanada Supplemental Pension Plan

In Canada, TC Energy provides employees of TCPL hired prior to January 1, 2024, a choice to participate in a legacy savings plan (Legacy Savings Plan) or a registered non-contributory defined benefit pension plan (DB Plan) for eligible employees. The Legacy Savings Plan provides participants with a seven per cent employer contribution on eligible earnings. Employees can direct these funds to a RRSP, Non-Registered Savings Plan, or TFSA. TC Energy also maintains a non-registered non-contributory supplemental pension plan (Supplemental DB Plan) that provides for earned pension benefits in excess of the Tax Act limits.

At the Effective Date, Transferred Employees who previously participated in a Legacy Savings Plan will automatically join the DB Plan. As part of the Pre-Arrangement Transactions and following the receipt of applicable pension regulatory approvals, a proportionate share of the going concern liabilities and assets from TC Energy’s DB Plan and Supplemental DB Plan that relate to Transferred Employees, as determined by actuarial consultants, will be transferred to the South Bow Pension Plan and the South Bow Supplemental Pension Plan, respectively, for the benefit of such individuals. The going concern liabilities and assets related to Non-Transferred Employees prior to the Effective Date will remain with TC Energy.

The defined benefit provisions described above were closed to new hires effective December 31, 2023. Canadian employees hired on or after January 1, 2024 participate in the TC Energy Defined Contribution Component of the TransCanada Registered Pension Plan (DC Plan). TC Energy also maintains a Defined Contribution Component in the TransCanada Supplemental Pension Plan (Supplemental DC Plan) for participants that earn in excess of the Tax Act limits. TC Energy contributes nine per cent of each participant’s base salary to the DC Plan and Supplemental DC Plan, if applicable. Participants can also make voluntary contributions and receive a company match up to 100 per cent for the first three per cent of base salary in a savings plan (Savings Plan). All company contributions vest immediately. The DC Plan, Supplemental DC Plan, and Savings Plan offer a number of investment options to help participants meet their saving goals.

Additionally South Bow DB Plan members will have the option to make voluntary contributions and be matched by South Bow up to 100 per cent for the first three per cent of eligible earnings in the Savings Plan. South Bow Common Shares will be an investment option in the Savings Plan.

TransCanada USA Services Inc. Retirement Plan

In the U.S., TC USA provides certain of its employees a qualified non-contributory defined benefit pension plan (U.S. DB Plan). TC USA is the sponsor of the U.S. DB Plan. The U.S. DB Plan was closed to new hires effective April 1, 2017.

TC Energy Management Information Circular 2024 | 75

As part of the Pre-Arrangement Transactions and following the receipt of applicable pension regulatory approvals, South Bow USA will establish a defined benefit pension plan (the South Bow USA DB Plan). TC USA will transfer a proportionate share of the going concern liabilities and assets from the U.S. DB Plan that relate to South Bow USA employees, as determined by actuarial consultants, to the South Bow USA Pension Plan for the benefit of such individuals. The going concern liabilities and assets related to continuing employees of TC USA prior to the Effective Date of the Arrangement will remain with TC Energy.

TransCanada 401(k) and Savings Plan

TC USA provides an opportunity for employees of TC USA to participate in the TransCanada 401(k) and Savings Plan (401(k) Plan). All participants can make voluntary contributions and receive a company match equal to 100 per cent up to the first five per cent of eligible earnings. For employees who are not in the U.S. DB Plan, TC USA also contributes seven per cent of each participant’s base salary to a 401(k) account. All company contributions vest immediately. The 401(k) Plan offers a number of investment options to help participants meet their saving goals, including a TC Energy stock fund.

As part of the Pre-Arrangement Transactions and following the receipt of applicable pension regulatory approvals, South Bow USA will establish its own 401(k) plan (the South Bow USA 401(k) Plan) that will be substantially similar to the 401(k) Plan; however, the South Bow USA 401(k) Plan will provide a company match on employee contributions equal to 100 per cent of those contributions up to the first six per cent of eligible earnings. The additional match is provided because South Bow will not maintain an employee stock purchase plan. Assets attributed to South Bow employee account balances in the 401(k) Plan will be transferred from the 401(k) Plan to the transferred employee South Bow USA 401(k) Plan accounts.

The transaction will result in the TC Energy stock fund and South Bow USA stock fund being separated into two separate funds in each of the 401(k) Plan and South Bow USA 401(k) Plan. Immediately after the transaction, 401(k) Plan participants will no longer be permitted to make new contributions and transfers into the South Bow USA stock fund. During a transition period, participants will be permitted to direct investment out of the South Bow USA stock fund, and at the end of that period, any remaining amounts in the South Bow USA stock fund will be mapped to other investments. Participants will be able to continue to direct investments into the TC Energy stock fund.

Similarly, participants in the South Bow USA 401(k) Plan will no longer be permitted to make new contributions and transfers into the TC Energy stock fund. During a transition period, participants will be permitted to direct investment out of the TC Energy stock fund, and at the end of that period, any remaining amounts in the TC Energy stock fund will be mapped to other investments. Participants will be able to continue to direct investments into the South Bow USA stock fund.

TransCanada USA Services Inc. Non-Qualified Plan

TC USA provides employees of TransCanada USA Services Inc. with earnings in excess of the annual compensation limit imposed by the IRS on qualified retirement plans the opportunity to participate in the TransCanada USA Services Inc. Non-Qualified Plan (Non-Qualified Plan). TC USA is the sponsor of the Non-Qualified Plan. Employee contributions are voluntary and eligible employees must enroll annually. TC USA provides employer matching contributions to eligible participants. TC USA provides a matching contribution equal to (a) 100 per cent of deferrals into the Non-Qualified Plan plus 100 per cent of deferrals into the 401(k) Plan, capped at five per cent of compensation, less (b) the actual amount of matching contributions contributed to the 401(k) Plan. For employees that participate in the U.S. DB Plan, TC USA contributes seven per cent of base pay that is in excess of the IRS annual compensation limit. For employees who do not participate in the U.S. DB Plan, TC Energy will also contribute seven per cent of base pay less the amount of non-elective profit sharing contributions contributed in the 401(k) Plan. The investment options and monitoring align to the 401(k) Plan.

As part of the Pre-Arrangement Transactions and following the receipt of applicable pension regulatory approvals, South Bow USA will establish its own non-qualified deferred compensation plan (the South Bow USA Non-Qualified Plan) that is substantially similar to the Non-Qualified Plan. Assets in the Non-Qualified Plan rabbi trust that are attributed to South Bow participants will be transferred from the Non-Qualified Plan rabbi trust to the South Bow USA Non-Qualified Plan rabbi trust. Similarly, liabilities related to the South Bow USA participants will be transferred from TC USA to South Bow USA.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

TC Energy has purchased liability insurance to protect its directors and officers (or their heirs and legal representatives) against liabilities they may incur while performing their duties as directors and officers of TC Energy and/or its subsidiaries, subject to the limitations set out in the CBCA. This protection will continue unchanged up until and after the Effective Date.

On the Effective Date, South Bow will purchase separate and distinct liability insurance to protect its directors and officers (or their heirs and legal representatives) against liabilities they may incur while performing their duties as directors and officers of South Bow and/or its subsidiaries, subject to the limitations set out in the CBCA.

76 | TC Energy Management Information Circular 2024

INTENTION OF TC ENERGY DIRECTORS AND OFFICERS

All of the directors and executive officers of TC Energy have indicated that they intend to vote all of their TC Energy shares for the Arrangement Resolution and for the South Bow Shareholder Rights Plan Resolution.

As of April 10, 2024, such directors and executive officers beneficially own or exercise control or direction over, directly or indirectly, an aggregate of 540,555 TC Energy shares representing approximately 0.05 per cent of the outstanding TC Energy shares.

Following the Effective Date, TC Energy’s CEO will continue to hold his South Bow Common Shares for at least one and a half years, demonstrating a continued commitment to the success of the Arrangement for both resulting entities.

EXPENSES OF THE ARRANGEMENT

It is expected that, pursuant to the Separation Agreement: (a) TC Energy will generally be responsible for all fees and out-of-pocket costs and expenses payable to governmental authorities to make filings or applications or obtain rulings, orders or listings necessary or desirable in connection with the Arrangement, other than certain tax-related fees; (b) TC Energy will generally be responsible for transaction costs incurred and payable prior to the Effective Date; and (c) all transaction costs incurred and/or payable after the Effective Date in connection with the Arrangement will generally be apportioned to TC Energy or South Bow depending on which party principally benefits from the applicable expenditure.

RISK FACTORS RELATING TO THE ARRANGEMENT

If the Arrangement Resolution is approved at the meeting and the Arrangement is completed, immediately following the Effective Time, shareholders as of the Distribution Record Date will hold both New TC Energy Common Shares and South Bow Common Shares. Accordingly, each such shareholder will become a shareholder of South Bow and will remain a shareholder of TC Energy and will be subject to all of the risks associated with the operations of TC Energy and South Bow and the industries in which such companies operate. Those risks include the risk factors set forth in the TC Energy Annual MD&A, which is incorporated by reference into this Circular. Additional risk factors relating to the Arrangement are set out below. For a discussion of the risk factors relating to the businesses of TC Energy and South Bow, respectively, following the completion of the Arrangement, please see Risk Factors in Schedule J and Schedule F to this Circular, respectively.

Completion of the Arrangement is subject to a number of conditions precedent and required approvals.

Completion of the Arrangement is subject to a number of conditions precedent and required approvals, some of which are outside TC Energy’s control, including receipt of the Final Order. At the hearing for the Final Order, the Court will consider whether to approve the Arrangement based on the applicable legal requirements and the evidence before the Court. Other conditions precedent which are outside TC Energy’s control include, without limitation, the required shareholder approval, the approvals of the TSX and the NYSE and the receipt of applicable third party consents and regulatory approvals, including certain approvals from the CER and FERC. There can be no certainty, nor can TC Energy provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived. In particular, shareholders are advised that the TSX has not conditionally approved TC Energy’s application to list on the TSX the South Bow Common Shares, TC Energy Arrangement Common Shares and TC Energy Special Shares and there is no assurance that the TSX will approve such application. If certain approvals and consents are not received prior to the anticipated Effective Date, TC Energy may decide to proceed nonetheless, or it may either delay or amend the implementation of all or part of the Arrangement, including possibly delaying the completion of the Arrangement in order to allow sufficient time to complete such matters. If the Arrangement is delayed or not completed, there may be a Material Adverse Effect on the market price of the TC Energy shares, New TC Energy Common Shares and/or South Bow Common Shares, as applicable.

The Arrangement Agreement may be terminated by TC Energy in its sole discretion without shareholder approval.

It is possible that future factors may arise that make it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement. Pursuant to the terms of the Arrangement Agreement, TC Energy is entitled, in its sole discretion and without the approval of the shareholders, South Bow or SBPL, at any time before or after the holding of the meeting, but prior to the issue of the Certificate of Arrangement, to terminate the Arrangement Agreement.

The receipt of South Bow Common Shares in connection with the Arrangement is intended to qualify as a tax-free transaction for Canadian and U.S. federal income tax purposes, except with respect to any cash received in lieu of fractional South Bow Common Shares, but no assurance can be given that such treatment is correct, and, as a result, TC Energy, South Bow, and their shareholders could be exposed to substantial liabilities if certain requirements are not met.

The Canadian Tax Ruling received from the CRA requires, among other things, that the transfer of the Transferred Property complies with all requirements of the public company “butterfly” rules in Section 55 of the Tax Act. Although the Arrangement is structured to comply with these rules, there are certain requirements of these rules that depend on events occurring after the Arrangement is completed or

TC Energy Management Information Circular 2024 | 77

that may not be within the control of TC Energy or South Bow. For example, under Section 55 of the Tax Act, TC Energy and/or South Bow will recognize a taxable gain on the transfer by TC Energy of the Transferred Property if: (a) a “specified shareholder” were to exist and such “specified shareholder” disposes of TC Energy or South Bow shares (or property that derives 10 per cent or more of its fair market value from such shares or property substituted therefor) to an unrelated person or partnership as part of the series of transactions which includes the transfer by TC Energy of the Transferred Property; (b) there is an acquisition of control of TC Energy or of South Bow that is part of the series of transactions that includes the transfer by TC Energy of the Transferred Property; (c) a person unrelated to South Bow acquires in the aggregate (generally otherwise than in the ordinary course of operations of South Bow), as part of the series of transactions that includes the transfer by TC Energy of the Transferred Property, property acquired on the transfer by TC Energy that has a fair market value greater than 10 per cent of the fair market value of all property received by South Bow in the Arrangement; (d) a person unrelated to TC Energy acquires in the aggregate (generally otherwise than in the ordinary course of operations of TC Energy), as part of the series of transactions that includes the transfer by TC Energy of the Transferred Property, property retained by TC Energy in the Arrangement that has a fair market value greater than 10 per cent of the fair market value of all property retained by TC Energy in the Arrangement; or (e) certain persons acquire shares of TC Energy (other than in specified permitted transactions) in contemplation of, and as part of the series of transactions that includes, the transfer by TC Energy of the Transferred Property. If any of the above events were to occur and to cause the Arrangement to be taxable to TC Energy or to South Bow under Section 55 of the Tax Act, TC Energy or South Bow, as applicable, and in some cases, both TC Energy and South Bow, would be liable for a substantial amount of tax. In addition, if such an event were due to an act of TC Energy or South Bow (or one of their respective affiliates), or an omission by one of them to act, TC Energy or South Bow, as applicable, would generally be required to indemnify the other party for taxes under the Tax Matters Agreement.

If these requirements are not met, TC Energy and/or South Bow would recognize a taxable gain in respect of the transfer by TC Energy of the Transferred Property. If incurred, these tax liabilities could be substantial and could have a Material Adverse Effect on the financial position of TC Energy and/or South Bow, as applicable. Under the terms of the Tax Matters Agreement, TC Energy and South Bow would generally be required to indemnify the other party for any such tax if it is the result of the indemnifying party (or its affiliates) breaching its covenant not to take any action, omit to take any action or enter into a transaction that could cause the Arrangement or any related transaction to be treated in a manner inconsistent with the Canadian Tax Ruling.

In order to satisfy these requirements, TC Energy may decide to either delay or amend the implementation of all or part of the Arrangement, including possibly delaying the completion of the Arrangement in order to allow sufficient time to satisfy such requirements. If the Arrangement is delayed or not completed, there may be a Material Adverse Effect on the market price of the TC Energy shares, New TC Energy Common Shares and/or South Bow Common Shares, as applicable.

Similarly, TC Energy has received the U.S. Tax Ruling from the IRS on certain issues relating to the qualification of the Arrangement as generally tax-free under Sections 368(a)(1)(D) and 355(a), and related provisions of the U.S. Code. In addition, it is a condition to the Arrangement that TC Energy receives an opinion from White & Case LLP, satisfactory to the Board, regarding certain U.S. federal income tax matters relating to the Arrangement. The validity of the U.S. Tax Ruling and the opinion of White & Case LLP is based on disclosure of the pertinent facts associated with the Arrangement and representations made to the IRS by TC Energy and South Bow. If any of the facts, assumptions, representations or undertakings described therein are incorrect or not otherwise satisfied, or to the extent that certain additional transactions are entered into and/or executed by TC Energy or South Bow that are not fully disclosed in the U.S. Tax Ruling, the IRS can, to the extent such deviations from the disclosed facts, assumptions or undertakings impact the tax treatment of the transaction, retroactively revoke or require modification of the U.S. Tax Ruling. Furthermore, notwithstanding the U.S. Tax Ruling or the opinion of White & Case LLP, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to one or more of the conclusions in the U.S. Tax Ruling or such opinion. Accordingly, the IRS could determine that the Arrangement should be treated as a taxable transaction if it determines that any of these facts, assumptions, representations or undertakings is not correct or has been violated or, if a modification is required, such modification may impact the scope of the conclusions in the U.S. Tax Ruling or cause a delay in TC Energy’s receipt of the U.S. Tax Ruling (to the extent such deviations were determinative to the treatment of the transaction as tax-free). Accordingly, TC Energy cannot provide assurance that the intended U.S. tax treatment will be achieved, or that U.S. Holders will not incur substantial U.S. federal income tax liabilities in connection with the Arrangement and certain related transactions. For a more detailed discussion of the tax consequences of the Arrangement to U.S. Holders, see Material Income Tax Considerations – Certain United States Federal Income Tax Considerations – Tax Consequences of the Arrangement.

Under the expected terms of the Tax Matters Agreement, TC Energy and South Bow will generally be required to indemnify the other party against any additional taxes and related amounts resulting from: (a) an acquisition of all or a portion of their respective equity securities or assets, whether by merger or otherwise (and regardless of whether they participated in or otherwise facilitated the acquisition); (b) other actions or failures to act; or (c) any inaccuracy or breach of their respective representations, covenants or undertakings contained in any of the separation-related agreements and documents or in any documents relating to the Tax Rulings

78 | TC Energy Management Information Circular 2024

and/or the opinion(s) of tax advisors. Any such indemnity obligations, including the obligation to indemnify the other party for taxes resulting from the Arrangement and certain related transactions not qualifying as tax-free, could be material.

To preserve the intended tax treatment of the Arrangement, TC Energy and South Bow expect to agree to certain restrictions that may significantly reduce their strategic and operating flexibility.

To preserve the intended tax treatment of the Arrangement, for a period of time following the Arrangement, TC Energy and South Bow may be prohibited, except in specific circumstances, from taking or failing to take certain actions, including:

• material dispositions of their stock or assets, whether by merger or otherwise;

• issuances of equity securities beyond certain thresholds;

• repurchases of shares of their capital stock;

• ceasing to actively conduct certain aspects of their businesses; and/or

• taking or failing to take any other action that would jeopardize the expected tax treatment of the Arrangement and certain related transactions.

The foregoing restrictions may limit, for a period of time, the ability of TC Energy and/or South Bow to pursue certain strategic transactions or other transactions that either company believes to be in the best interests of its shareholders or that might increase the value of its business.

Tax laws and regulations may change in the jurisdictions in which TC Energy and South Bow operate, which may adversely affect TC Energy and South Bow and/or holders of shares of TC Energy and South Bow.

TC Energy and South Bow will each operate in countries with differing tax laws and tax rates. TC Energy and South Bow’s tax reporting is supported by tax laws in the countries in which each entity operates and the application of tax treaties between the various countries in which each entity operates.

Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating TC Energy’s provision and accruals for these taxes. Such changes could have a material adverse effect on the holders of shares of TC Energy and South Bow and the business, financial condition and results of operations of TC Energy and South Bow. Each of TC Energy’s and South Bow’s income tax reporting is subject to audit by tax authorities in the countries in which it operates. Each of TC Energy’s and South Bow’s effective tax rate may change from year to year, based on: (a) changes in the mix of activities and income earned among the different jurisdictions in which it operates; (b) changes in tax laws in these jurisdictions; (c) changes in the tax treaties between the countries in which it operates; (d) changes in its eligibility for benefits under those tax treaties; and (e) changes in the estimated values of deferred tax assets and liabilities, which could result in a substantial increase in the effective tax rate on all or a portion of its income.

There can be no assurance that the New TC Energy Common Shares and South Bow Common Shares received as a result of the Arrangement will continue to be qualified investments for Registered Plans.

TC Energy and South Bow, as applicable, will endeavor to ensure that the New TC Energy Common Shares and South Bow Common Shares received as a result of the Arrangement continue to be qualified investments for RRSPs, RRIFs, RDSPs, RESPs, FHSAs or TFSAs, as applicable, for purposes of the Tax Act. However, no assurance can be given in this regard. The Tax Act imposes penalties for the acquisition or holding of non-qualified investments by RRSPs, RRIFs, RDSPs, RESPs, FHSAs or TFSAs, as applicable. See Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Resident in Canada – Eligibility for Investment.

The combined trading prices of the New TC Energy Common Shares and South Bow Common Shares after the Arrangement may be less than the trading price of the TC Energy shares immediately prior to the Arrangement.

There can be no assurance as to the prices at which the New TC Energy Common Shares and the South Bow Common Shares will trade following the completion of the Arrangement. The combined trading prices of the New TC Energy Common Shares and South Bow Common Shares received by a shareholder pursuant to the Arrangement may be materially less than the trading price of the TC Energy shares immediately prior to the Arrangement.

There is currently no established market for the New TC Energy Common Shares or the South Bow Common Shares, and even if markets do develop, current shareholders may be unwilling or unable to hold New TC Energy Common Shares and/or South Bow Common Shares after the Arrangement, which could have a negative effect on trading prices.

There is not currently a public market for the New TC Energy Common Shares or the South Bow Common Shares and there can be no assurance that public markets for these shares will develop after the Arrangement becomes effective or as to the prices at which trading in these shares will occur even if public markets do develop after the Arrangement. If public markets for the New TC Energy Common Shares and/or the South Bow Common Shares do develop, there may be a significant number of shareholders who wish to sell their New TC Energy Common Shares and/or their South Bow Common Shares. Some shareholders may determine that they do not wish to have an investment solely in South Bow’s Liquids Pipelines business or TC Energy’s Natural Gas Pipelines business and Power and Energy

TC Energy Management Information Circular 2024 | 79

Solutions. In addition, following completion of the Arrangement, some shareholders may be subject to investment restrictions which preclude them from holding New TC Energy Common Shares or South Bow Common Shares, while other shareholders may elect to sell for different reasons. If there are a significant number of sellers of the New TC Energy Common Shares or the South Bow Common Shares without a corresponding number of buyers, the trading price of those shares could decline, and such decline could be material.

TC Energy may delay or amend the implementation of all or part of the Arrangement or may proceed with the Arrangement even if certain consents and approvals are not obtained on a timely basis.

TC Energy continues to seek and obtain certain necessary consents and approvals in order to implement the Arrangement and related transactions as currently structured. TC Energy may not obtain such consents and approvals on acceptable terms prior to the expected Effective Date. If certain approvals and consents are not received prior to the expected Effective Date, TC Energy may decide to proceed nonetheless, or it may either delay or amend the implementation of all or part of the Arrangement in order to allow sufficient time to complete such matters. See Conditions to Closing of the Arrangement and Tax Rulings – Conditions to the Arrangement.

TC Energy and South Bow will have indemnification obligations to each other following the Arrangement that could be significant.

It is expected that, pursuant to the Tax Matters Agreement, TC Energy and South Bow will agree to a number of representations, warranties and covenants, including agreeing to indemnify and hold harmless the other party against any loss suffered or incurred resulting from, or in connection with, a breach of certain tax-related covenants. In addition, it is expected that, under the terms of the Separation Agreement, subject to certain exceptions, South Bow will generally agree to indemnify TC Energy and its Affiliates from and against any liabilities that are primarily attributed to the Liquids Pipelines business, whether arising or accruing at, prior to or after the Effective Time and whether the facts on which such liability is based occurred at, prior to or after the Effective Time. The Separation Agreement is expected to contain a reciprocal indemnity under which TC Energy will generally agree to indemnify South Bow and its Affiliates from and against the TC Energy Indemnified Liquids Liabilities, as well as any liabilities relating to the businesses and assets retained by TC Energy. It is further expected that TC Energy and South Bow will indemnify each other with respect to non-performance of their respective obligations under the Separation Agreement. Any indemnification claim against TC Energy or South Bow could be substantial, may not be able to be satisfied and may have a Material Adverse Effect upon TC Energy and/or South Bow. See Separation Agreement and Other Arrangements.

As separate companies, the respective businesses of TC Energy and South Bow will be less diversified and will not be mutually supportive.

Ownership of the Natural Gas Pipelines business, Power and Energy Solutions and the Liquids Pipelines business provides TC Energy with diversification resulting from its ownership and operation of each of these business units. As the Arrangement will separate the ownership and operation of these business units, the Arrangement will result in reduced diversification which, in turn, will increase each company’s net exposure to risks associated with its specific assets and operating environment.

There are certain costs related to the Arrangement that must be paid even if the Arrangement is not completed.

There are certain costs related to the Arrangement, such as those for financial and legal advisory services, printing and the Fairness Opinion, that must be paid even if the Arrangement is not completed. There are also opportunity costs associated with the diversion of management attention away from the conduct of business in the ordinary course.

TC Energy and South Bow may not realize the anticipated benefits of the Arrangement.

TC Energy and South Bow may not realize the benefits that TC Energy anticipates from the Arrangement for a number of reasons, including, but not limited to, if any of the matters identified as risks in this Risk Factors section and elsewhere in, or incorporated by reference into, this Circular were to occur. If either TC Energy or South Bow does not realize the anticipated benefits from the Arrangement for any reason, or if the Arrangement is not completed, there may be a Material Adverse Effect on their respective businesses.

The businesses of TC Energy and South Bow may be negatively impacted by each company providing transitional services to the other.

Following the Arrangement, TC Energy and South Bow will provide each other, on a transitional basis, certain services in order to facilitate the orderly transfer of the Liquids Pipelines business to South Bow. These services may require TC Energy and South Bow to divert their resources from their business, which in turn may negatively impact their business, financial condition and results of operations. The personnel performing services for South Bow under the Transition Services Agreement may be employees of TC Energy, and the personnel performing services for TC Energy under the Transition Services Agreement may be employees of South Bow. In the course of performing their respective obligations under the Transition Services Agreement, each of TC Energy and South Bow, as applicable, will allocate certain of its resources and attention of personnel for the benefit of the other party’s business and not their own, which may negatively impact TC Energy’s or South Bow’s, as applicable, business, financial condition and results of operations.

80 | TC Energy Management Information Circular 2024

CERTAIN SECURITIES LAW MATTERS

The following discussion is only a general overview of certain requirements of Canadian and U.S. securities laws applicable to trades in securities of TC Energy or South Bow. All holders of securities of TC Energy or South Bow are urged to consult with their own legal counsel to ensure that any resale of their securities complies with applicable securities legislation.

Canadian Securities Laws

TC Energy is a reporting issuer in all the provinces and territories of Canada. Upon completion of the Arrangement, it is expected that South Bow will be a reporting issuer in all the provinces and territories of Canada.

The issuance of securities of TC Energy and South Bow pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of applicable Canadian securities laws. With certain exceptions, the New TC Energy Common Shares and South Bow Common Shares received by shareholders pursuant to the Arrangement may generally be resold in each of the provinces and territories of Canada without restriction, provided the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities, no unusual effort is made to prepare the market or create a demand for those securities, no extraordinary commission or consideration is paid to a person or company in respect of the trade and, if the selling securityholder is an insider or officer of the issuer, the insider or officer has no reasonable grounds to believe that the issuer is in default of securities legislation.

Application of MI 61-101

TC Energy is subject to the provisions of MI 61-101, which regulates certain types of transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding interested or related parties, and, in certain instances, independent valuations and approval and oversight of certain transactions by a special committee of independent directors.

The Board considered whether the Arrangement would constitute a “related party transaction” within the meaning of MI 61-101. While the Arrangement is a “related party transaction” for purposes of MI 61-101, the Board has determined that it is exempt from the requirements of Part 5 of MI 61-101 pursuant to subparagraph 5.1(k)(i) thereof, because the Arrangement is a transaction in which the general body of holders in Canada of affected securities of the same class are treated identically on a per security basis and the transaction has no “interested party” for purposes of paragraph (d) of the definition of such term in MI 61-101.

U.S. Securities Laws

The securities to be issued or deemed to be issued pursuant to the Arrangement will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and will be distributed in reliance upon the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and available exemptions from applicable state registration requirements. Section 3(a)(10) of the U.S. Securities Act provides an exemption from registration under the U.S. Securities Act for offers and sales of securities issued in exchange for one or more outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. Before approval of the Arrangement, the Court will conduct a hearing to determine the fairness of the terms and conditions of the Arrangement. The Court issued the Interim Order on April 9, 2024 and, subject to the approval of the Arrangement by the shareholders at the meeting, it is expected that a hearing on the Arrangement will be held on June 4, 2024 at 3:30 p.m. (MDT), or as soon thereafter as counsel may be heard. Any shareholder or any other interested party desiring to appear and make submissions at the application for the Final Order may do so, provided that they comply with the applicable procedural requirements set forth in the Interim Order and the Notice of Application. See The Arrangement – Court Approval of the Arrangement.

The Final Order will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the securities to be issued pursuant to the Arrangement. The Court will be advised prior to the hearing for the Final Order that if the terms and conditions of the Arrangement are approved by the Court, such approval will be relied upon in seeking an exemption from the registration requirements of the U.S. Securities Act, pursuant to Section 3(a)(10) thereof, with respect to the offer and sale of the securities to be issued or distributed pursuant to the Arrangement.

The securities issued or deemed to be issued pursuant to the Arrangement will generally not be subject to resale restrictions under the U.S. Securities Act, except by persons who are “affiliates” of TC Energy or South Bow after the Arrangement or were affiliates of TC Energy or South Bow within 90 days prior to completion of the Arrangement. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

TC Energy Management Information Circular 2024 | 81

Any resale of such securities by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell such securities outside the United States without registration under the U.S. Securities Act pursuant to and in accordance with Regulation S under the U.S. Securities Act. Such securities may also be resold in transactions completed in accordance with Rule 144 under the U.S. Securities Act, if available.

The foregoing discussion is only a general overview of certain requirements of the U.S. Securities Act applicable to the resale of the securities issued or deemed to be issued pursuant to the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

STOCK EXCHANGE LISTINGS

TC Energy has applied to list on the TSX (a) the South Bow Common Shares to be issued pursuant to the Arrangement and issuable under the South Bow Stock Option Plan; (b) the TC Energy Arrangement Common Shares to be issued pursuant to the Arrangement; and (c) the TC Energy Special Shares to be issued pursuant to the Arrangement. Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved such application and there is no assurance that the TSX will approve such application.

The receipt of conditional approval from the TSX in respect of the above listing application, subject only to compliance with the usual requirements of the TSX, is a condition precedent to the completion of the Arrangement under the terms of the Arrangement Agreement, and TC Energy will not proceed with the Arrangement without receiving such approval.

Additionally, TC Energy has applied to list on the NYSE: (a) the South Bow Common Shares to be issued pursuant to the Arrangement and issuable under the South Bow Stock Option Plan; (b) the TC Energy Arrangement Common Shares to be issued pursuant to the Arrangement; and (c) the TC Energy Special Shares to be issued pursuant to the Arrangement. Listing on the NYSE will be subject to TC Energy and South Bow, as applicable, fulfilling all of the listing requirements of the NYSE.

The receipt of approval from the NYSE in respect of the above listing application, subject to notice of issuance, is a condition precedent to the completion of the Arrangement under the terms of the Arrangement Agreement, and TC Energy will not proceed with the Arrangement without receiving such approval.

The trading symbol for the South Bow Common Shares will be “SOBO” on the TSX and the NYSE. The New TC Energy Common Shares will continue to be listed on the TSX and on the NYSE under TC Energy’s current trading symbol, “TRP”.

TRADING OF SHARES ON THE TSX AND NYSE

The following is a summary of the trading markets that may develop in TC Energy shares and South Bow Common Shares prior to the Distribution Payment Date. Additional information on trading will be provided by news release once available. Shareholders are encouraged to consult their brokers and financial advisors regarding the specific consequences of trading TC Energy shares and South Bow Common Shares prior to the Distribution Payment Date. Shareholders are advised that the following disclosure has been prepared on the basis of a T+1 settlement cycle, which is expected to take effect on May 27, 2024.

Type of Trading and Markets

Shares may trade on the TSX and the NYSE under a variety of methods and markets as follows:

Regular Way

“Regular-way” trading typically involves a trade of a listed share that settles on the first full trading day following the date of the acquisition or disposition of such share. The TC Energy shares currently trade on a “regular-way” basis on the TSX and the NYSE and, on the first trading day following the Distribution Payment Date, the New TC Energy Common Shares and South Bow Common Shares will trade on a “regular-way” basis on the TSX and the NYSE.

Ex-Distribution

As the settlement of a “regular-way” trade occurs on the first full trading day following the date of the acquisition or disposition of a listed share, in the event an issuer is making a distribution to holders of that share of record on a particular record date, at the opening of trading on such record date (the Ex-Date), the share will trade “ex-distribution”, meaning those who acquire or dispose of that share on or after the Ex-Date will have settlement occur on the first full trading day following the date of the acquisition or disposition, which settlement day will be after the record date and thus the buyer will not be entitled to receive, and the seller will retain the right to receive, the applicable distribution when made. As a result, the market value of the listed share will typically decline as of the Ex-Date to reflect the lack of entitlement to the distribution.

82 | TC Energy Management Information Circular 2024

Due Bills

A “due bill” is an entitlement to receive (among other things) a security that can attach to a share. In circumstances where an issuer will be undergoing certain material corporate events that will involve a distribution, such as stock-splits, spin offs or other distributions in circumstances where the effective date or payment date of the event cannot be determined with certainty in advance, “due bills” are often attached to the listed shares of that issuer on the Ex-Date, which “due bills” represent the entitlement to receive that distribution notwithstanding that the shares began trading “ex-distribution” on the Ex-Date. In this way, the buyer and seller of the share will be acquiring and disposing of both the share and the distribution “due bill” entitlement on and after the Ex-Date, and therefore the listed share should continue to carry the appropriate market value until the “due bill” entitlement has been paid.

With respect to the Arrangement, since completion of the Arrangement is subject to the satisfaction of a number of conditions precedent, it is possible that the Arrangement will not be completed on the expected Effective Date or at all, in which case, the expected Distribution Record Date and Distribution Payment Date will change or be nullified, as the case may be. Therefore, the Ex-Date in respect of the Arrangement cannot be determined with certainty and market valuation issues could arise between the expected Ex-Date and the actual Effective Date and/or Distribution Payment Date. Accordingly, a “due bill” trading market may be used in connection with the Arrangement in order to address such uncertainties. In such market, any TC Energy share traded during the applicable period will have “due bills” attached carrying the right to receive South Bow Common Shares. By having such a “due bill” market for the TC Energy shares, the Ex-Date for the TC Energy shares in such market will be deferred and buyers and sellers of TC Energy shares will be certain of the entitlements attaching thereto. Shareholders trading TC Energy shares in this market during the applicable period will not be required to take any special action. Any trades of TC Energy shares that are executed during the applicable period will be automatically flagged to ensure buyers receive the distribution entitlement and sellers do not.

In the event that a “due bill” trading market is used in connection with the Arrangement, the details thereof will be disclosed prior to the Distribution Record Date by way of a news release.

When Issued/If, As and When Issued

“When issued” or “if, as and when issued” trading refers to a share transaction made conditionally on or before the distribution or issuance date because the share is not yet available (and if the conditions to the distribution or issuance are not met, such that the distribution or issuance is not made, all “when issued” or “if, as and when issued” trades do not settle and are null and void). A “when issued” market for the South Bow Common Shares may be made available on the TSX and the NYSE. In addition, a “when issued ex-distribution” market for the TC Energy shares, which would allow the TC Energy shares to trade without an entitlement to receive South Bow Common Shares under the Arrangement, may be made available on the TSX and the NYSE. In the event that either such market is made available in connection with the Arrangement, the details thereof will be disclosed prior to the Distribution Record Date by way of a news release.

MATERIAL INCOME TAX CONSIDERATIONS

Tax Rulings

The Canadian Tax Ruling received from the CRA contains income tax rulings binding on the CRA which confirm that the transfer of the Transferred Property may be accomplished on a tax-free basis, and certain other tax matters related to the Arrangement, provided that the material facts presented are accurately stated, the transfer is implemented as disclosed to the CRA and certain other conditions are satisfied. This requires, among other things, that the Arrangement complies with all requirements of the public company “butterfly” rules in Section 55 of the Tax Act. See The Arrangement – Conditions to Closing of the Arrangement and Tax Rulings.

The U.S. Tax Ruling received from the IRS contains income tax rulings binding on the IRS on certain issues relating to the qualification of th