Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

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ENB Enbridge Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

Amendment No. 1

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number

1-15254

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Its Charter)


Canada		98-0377957
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

200, 425 - 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

(Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code (403)

231-3900

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENB	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

☒

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

☐

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes

☒

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §

240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes

☐

☒

The aggregate market value of the registrant’s common shares held by

non-affiliates

computed by reference to the price at which the common equity was last sold on June 30, 2024, was approximately US$77.5 billion.

As at February 7, 2025, the registrant had 2,179,049,670 common shares outstanding.


Auditor Firm ID: PCAOB ID 271		Auditor Name: PricewaterhouseCoopers LLP		Auditor Location: Calgary, Canada

EXPLANTORY NOTE

Enbridge Inc., a corporation existing under the

Canada Business Corporations Act

, qualifies as a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although, as a foreign private issuer, Enbridge Inc. is not required to do so, Enbridge Inc. currently files annual reports on Form

10-K,

quarterly reports on Form

10-Q,

and current reports on Form

8-K

with the Securities and Exchange Commission (“SEC”) instead of filing the reporting forms available to foreign private issuers. Enbridge Inc. prepares and files a management proxy circular and related material under Canadian requirements. As Enbridge Inc.’s management proxy circular is not filed pursuant to Regulation 14A, Enbridge Inc. may not incorporate by reference information required by Part III of its Form

10-K

from its management proxy circular.

Enbridge Inc. filed its Annual Report on Form

10-K

for the fiscal year ended December 31, 2024 (the “Original Filing”) on February 14, 2025. In reliance upon and as permitted by Instruction G(3) to Form

10-K,

Enbridge Inc. is filing this Amendment No. 1 on Form

10-K/A

in order to include in the Original Filing the Part III information not previously included in the Original Filing.

Except as stated herein, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and, other than the information provided in Parts III and IV hereof, we have not updated the disclosures contained in the Original Filing to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

In this Amendment No. 1 on Form

10-K/A,

the terms “Enbridge,” “we,” “us,” “our” and “Company” mean Enbridge Inc. “Board of Directors” or “Board” means the Board of Directors of Enbridge. “Enbridge shares” or “common shares” mean common shares of Enbridge. All dollar amounts are in Canadian dollars (“C$” or “$”) unless stated otherwise. US$ means United States of America (“U.S.”) dollars.

All references to our websites and to our Canadian management proxy circular, dated March 4, 2025 and filed with the SEC on March 11, 2025 as Exhibit 99.1 to our Current Report on Form

8-K

(the “Circular”) contained herein do not constitute incorporation by reference of information contained on such websites and the Circular and such information should not be considered part of this document.


		Page
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance		4
Item 11.	Executive Compensation		21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		73
Item 13.	Certain Relationships and Related Transactions, and Director Independence		75
Item 14.	Principal Accounting Fees and Services		75
	PART IV
Item 15.	Exhibits and Financial Statement Schedules		77
Item 16.	Form 10-K Summary		77
	Exhibit Index		78
	Signatures		79

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS OF REGISTRANT

Director nominee profiles

Shareholders elect directors to the Board for a term of one year, expiring at the end of the next annual meeting. The profiles that follow provide information about the nominated directors, including their backgrounds, experience, current directorships, Enbridge shares and deferred share units held and the Board committees they sit on. Additional information about the skills and experience of our director nominees can be found beginning on page 18. There is no familial relationship between any of the current or nominated directors and our executive officers.

LOGO

Which Enbridge facility visit over the past year has enhanced your perspective of Enbridge, and how?

“This past year, I had the opportunity to visit the Enbridge Ingleside Energy Center – the largest crude oil export terminal by volume in North America. This visit highlighted the key strategic role that the Ingleside Terminal plays in connecting North American energy to international markets. I also had the opportunity to tour the Edmonton Terminal, the starting point of our Liquids Pipelines Mainline, and the Control Centre, which provided a first-hand opportunity to see the people and technologies it takes to operate our systems safely and reliably every day. These boots-on-the ground interactions enhance our understanding of Enbridge’s business and help the Board exercise its stewardship role.”

Mayank (Mike) M. Ashar

Age 69

Calgary, Alberta, Canada

Independent

Director since

July 29, 2021

Latest date of retirement:

May 2030

2024 annual meeting

votes for:

97.30%

Mr. Ashar has been Principal at Bison Refining and Trading LLC since 2018. He was previously an Advisor at Reliance Industries Limited from 2016 to 2018 and an Executive Director, Managing Director and Chief Executive Officer of Cairn Energy India Ltd. from 2014 to 2016. Prior to that, Mr. Ashar served as President of Irving Oil Ltd. from 2008 to 2013. He held various senior leadership positions at Suncor Energy Inc. from 1987 to 2008. Mr. Ashar holds a Master of Business Administration, Bachelor of Arts, Master of Engineering and a Bachelor of Science from the University of Toronto. Mr. Ashar is a member of the Institute of Corporate Directors.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Governance

4 out of 4

100%

Human Resources and Compensation

4 out of 4

100%

Total

13 out of 13

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

64,000

29,397

$5,616,896

$1,359,099

Other board/board committee memberships⁶

N/A

Former US-listed company directorships (last 5 years)

Teck Resources Ltd.

LOGO

What do you think is a key risk for the Company and how is the Board working with management to proactively manage that risk?

“One of the key risks for the Company is ensuring safety and reliability across our operations. The Board of Directors takes this risk very seriously and our Safety and Reliability Committee works closely with management to help the Board understand this risk at a deep level and ensure we have the appropriate management systems in place. By maintaining a strong safety culture and a disciplined approach to risk mitigation, the Board and management work together to ensure that safety and reliability remain foundational to our success and growth.”

Gaurdie E. Banister

Age 67

Houston, Texas, USA

Independent

Director since

November 4, 2021

Latest date of retirement:

May 2033

2024 annual meeting

votes for:

97.62%

Mr. Banister is the founder and CEO of Different Points of View, a private firm that provides advisory services in the areas of leadership and safety. He served as President & CEO of Aera Energy LLC, an oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil from 2007 until his retirement in 2015. Prior to that, Mr. Banister held various senior leadership positions at Shell from 1980 to 2007. Mr. Banister holds a Bachelor of Science in Metallurgical Engineering from the South Dakota School of Mines and Technology. In February 2023, Mr. Banister was recognized as one of the Top 25 Black Board Members in the U.S. by BoardProspects.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Audit, Finance and Risk

4 out of 4

100%

Safety and Reliability (Chair)

4 out of 4

100%

Total

13 out of 13

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

24,245

15,501

$2,390,324

$1,359,099

Other board/board committee memberships⁶

Public⁶

Dow, Inc.

(public materials science company)

• Director

• Member, compensation and leadership development committee and the health, safety, environment & technology committee

Private⁶

Russell Reynolds Associates

(leadership advisory and search firm)

• Chair

• Member, compensation committee

Former US-listed company directorships (last 5 years)

Tyson Foods

LOGO

In what notable ways has the Board evolved over your tenure as a director?

“We’ve had significant Board refreshment over the past several years – we are now more diverse in gender, ethnicity, experience and age, which has really helped to bring new perspectives and energy to the Board. And as our strategy has evolved, so too has the skillset of the directors that serve on the Board, including incorporating expertise in areas such as energy transition, public policy and regulation, and cybersecurity. By continuously updating our skills and knowledge, we ensure that the Board remains well-equipped to provide effective oversight and strategic guidance for the Company.”

Susan M. Cunningham

Age 69

Houston, Texas, USA

Independent

Director since

February 13, 2019

Latest date of retirement:

May 2031

2024 annual meeting

votes for:

96.95%

Ms. Cunningham was an Advisor for Darcy Partners from 2017 until 2019. From 2014 to 2017, Ms. Cunningham was Executive Vice President, EHSR (Environment, Health, Safety, Regulatory) and New Frontiers (global exploration, new ventures, geoscience and business innovation) at Noble Energy, Inc. From 2001 to 2013, she held various senior management roles with Noble Energy, Inc. Prior thereto, Ms. Cunningham held positions with Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation. Ms. Cunningham holds a Bachelor of Arts in Geology and Geography from McMaster University, is a graduate of Rice University’s Executive Management Program, and is an executive coach. She was also Chair of the OTC (Offshore Technology Conference) from 2010 to 2011.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Sustainability (Chair)

4 out of 4

100%

Human Resources and Compensation

4 out of 4

100%

Total

13 out of 13

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

3,502

30,686

$2,056,066

$1,359,099

Other board/board committee memberships⁶

Public⁶

Chord Energy Corporation (formerly known as Whiting Petroleum Corporation) (oil and gas exploration and production)

• Chair

Former US-listed company directorships (last 5 years)

Oil Search Limited

LOGO

What action is the Company taking to increase shareholder value?

“We are committed to being a first-choice investment opportunity today and into the future. Enbridge’s business model is designed to succeed and deliver reliable cash flow in all market cycles. In 2024, we announced our 30^th consecutive annual increase to the common share dividend – and consistent dividend growth remains an important component of our investor value proposition, underpinning our dividend aristocrat status. We’re positioned to grow our business well into the future – and our balance sheet strength helps to ensure we can optimize shareholder returns.”

Gregory L. Ebel

Age 60

Houston, Texas, USA

Not Independent

Director since

February 27, 2017

Latest date of retirement:

May 2039

2024 annual meeting

votes for:

96.09%

Mr. Ebel was appointed as President and Chief Executive Officer of Enbridge on Jan. 1, 2023, and continues to sit as a member of the Board of Directors. Mr. Ebel was Chair of the Board from 2017 to 2022. He served as Chairman, President and CEO of Spectra Energy from 2009 until 2017. Prior to that time, Mr. Ebel served as Spectra Energy’s Group Executive and Chief Financial Officer beginning in 2007. He served as President of Union Gas Limited from 2005 until 2007, and Vice President, Investor & Shareholder Relations of Duke Energy Corporation from 2002 until 2005. Mr. Ebel joined Duke Energy in 2002 as Managing Director of Mergers and Acquisitions in connection with Duke Energy’s acquisition of Westcoast Energy Inc. Mr. Ebel holds a Bachelor of Arts (Honours) from York University and is a graduate of the Advanced Management Program at the Harvard Business School. Mr. Ebel has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University’s CERT division.

Enbridge Board/Board committee memberships⁷

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares
(excluding stock options)⁴

Minimum
required⁸

672,484

58,778

$43,978,097

N/A

Other board/board committee memberships⁶

Public⁶

The Mosaic Company (public producer and marketer of concentrated phosphate and potash)

• Chair of the Board

• Member, audit committee and corporate governance and nominating committee

Former US-listed company directorships (last 5 years)

Baker Hughes Company

LOGO

What action is the Board taking to lead the Company through the energy transition?

“Enbridge has a long history of sustainability and innovation. To be resilient and thrive through the energy transition, Enbridge must continue to be adaptable – constantly evolving to meet the needs of our stakeholders. By engaging in year-round strategic planning and fundamentals, the Board is directly involved in driving sustainability practices and positioning the Company to support the energy transition.

Part of this is ensuring that our Board members possess the necessary expertise to navigate this complex landscape. For example, as President & CEO of a fuel cell company, I can bring those insights and perspectives to our Board.”

Jason B. Few

Age 58

Westport, Connecticut, USA

Independent

Director since

May 4, 2022

Latest date of retirement:

May 2041

2024 annual meeting

votes for:

97.55%

Mr. Few is President & CEO of FuelCell Energy, Inc., a global leader in manufacturing stationary fuel cell energy platforms for decarbonizing power and producing hydrogen. FuelCell Energy’s purpose is to enable a world empowered by clean energy. For more than 35 years, Mr. Few has been a business leader, entrepreneur, and technology leader across various industries. He is also the founder and senior managing partner of BJF Partners, LLC, a privately held strategic transformation consulting firm, where he has served since 2016. Mr. Few has worked at the intersection of transformation across technology and energy for Global Fortune 500, small/midcap, and privately held energy, technology, and telecommunication firms, including NRG/Reliant, Continuum Energy, Motorola, AT&T, and Sustayn Analytics L.L.C. Mr. Few holds a Master of Business Administration from Northwestern University’s J.L. Kellogg School of Management, and a Bachelor of Business Administration (Computer Systems in Business) from Ohio University School of Business.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Audit, Finance and Risk

4 out of 4

100%

Sustainability

4 out of 4

100%

Safety and Reliability⁹

2 out of 2

100%

Total

15 out of 15

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

–

11,404

$685,837

$1,359,099

Other board/board committee memberships⁶

Public⁶

FuelCell Energy, Inc. (molten carbonate fuel cell technology company)

• Director

• Chair, executive committee

Private6

Atlantic Aviation (flight support and ground handling services company)

• Director

• Member, ESG committee

Former US-listed company directorships (last 5 years)

Marathon Oil Corporation

LOGO

What interested you most about joining the Enbridge Board of Directors?

“What interested me most about joining the Board is Enbridge’s unwavering commitment to safety, integrity, respect, and inclusion. These values resonate deeply with my own professional principles and experiences. With over 40 years in the energy industry, I have always prioritized these principles in my work. Additionally, Enbridge’s strategic vision and leadership in the energy sector are impressive. The Company’s focus on sustainability, innovation, and growth in both traditional and renewable energy sources present exciting opportunities. I look forward to working with my fellow Board members and the management team to navigate the challenges and opportunities ahead, and to help drive Enbridge’s strategic priorities forward.”

Douglas L. Foshee

Age 65

Houston, Texas, USA

Independent

Director since

January 1, 2025

Latest date of retirement:

May 2035

Mr. Foshee is the owner and founder of Sallyport Investments, a family office investing in private equity and venture capital. He has more than 40 years of energy industry experience, including as Chair, President and CEO of El Paso Corporation from 2003 to 2012, as Chief Financial Officer and then Chief Operations Officer of Halliburton Company from 2001 to 2003, and as Chair, President and CEO of Nuevo Energy from 1996-2001. Mr. Foshee holds a Master of Business Administration (Finance and Public Administration) from Rice University and a Bachelor of Business Administration from Texas State University.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors¹⁰

N/A

Human Resources and Compensation Committee¹⁰

Safety and Reliability Committee¹⁰

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

5,000

–

300,700

$1,359,099

Other board/board committee memberships⁶

Private

Combined Arms (organization delivering innovative SaaS technology that optimizes connection to resources, improving the quality of life for veterans and military families)

• Chair

Former US-listed company directorships (last 5 years)

Marathon Oil Corporation

LOGO

How did the new director orientation enhance your understanding of the Company?

“I joined the Enbridge Board in May of last year and was impressed with Enbridge’s director orientation program. I had the opportunity to meet with the Chair of the Board, the President & CEO, and various senior management members. These discussions provided valuable insights into the Company’s strategic priorities and operational challenges. Overall, the orientation program was comprehensive and tailored to my individual needs and areas of interest, allowing me to quickly get up to speed and contribute effectively to the Board’s oversight and strategic guidance.”

Theresa B.Y. Jang

Age 60

Calgary, Alberta, Canada

Independent

Director since

May 8, 2024

Latest date of retirement:

May 2040

2024 annual meeting

votes for:

99.56%

Ms. Jang served as Executive Vice President and Chief Financial Officer for Stantec Inc., a top-tier global engineering and design firm, from 2019 until her retirement in 2024. Prior thereto, Ms. Jang spent more than 25 years in the North American energy infrastructure sector, including serving as Senior Vice President and Chief Financial Officer for Veresen Inc. from 2014 to 2017. From 2006 to 2014, Ms. Jang held various financial leadership roles with Veresen. Prior thereto, Ms. Jang held positions with TransCanada Corporation (now TC Energy Corporation). Ms. Jang holds a Bachelor of Commerce (Accounting) from the University of Calgary and is a Fellow of the Chartered Professional Accountants. Ms. Jang was named as one of Canada’s Top 100 Most Powerful Women by the Women’s Executive Network in 2022. In 2024, she was inducted into the Hall of Fame by IR Magazine, awarded CFO of the year by Environmental Financial Consulting Group, and was named one of Canada’s Best Executives by The Globe and Mail Report on Business.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors¹¹

3 out of 3

100%

Audit, Finance and Risk¹¹

2 out of 2

100%

Sustainability¹¹

2 out of 2

100%

Total

7 out of 7

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

16,516

4,872

$1,286,274

$1,359,099

Other board/board committee memberships⁶

Private⁶

STARS Air Ambulance

(non-profit organization that provides emergency medical transport across Western Canada)

• Director

• Chair, audit committee

LOGO

What was your most memorable interaction with Enbridge employees over the past year, and what value did it bring in your role as a director?

“One of my most memorable interactions with Enbridge employees over the past year was participating in the fireside chat hosted by Women@Enbridge, alongside my fellow Board member, Susan Cunningham. This event provided a unique opportunity to engage with a diverse group of employees and discuss our career journeys, views on success, and strategies for overcoming challenges. The fireside chat was not only an inspiring experience but also incredibly valuable in my role as a director – it allowed me to gain deeper insights into the perspectives and aspirations of our employees. Hearing their stories and understanding their challenges reinforced the importance of fostering an inclusive and supportive work environment at Enbridge.”

Teresa S. Madden

Age 69

Boulder, Colorado, USA

Independent

Director since

February 12, 2019

Latest date of retirement:

May 2031

2024 annual meeting

votes for:

97.08%

Ms. Madden was the Executive Vice President and Chief Financial Officer of Xcel Energy, Inc., an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Prior thereto, Ms. Madden served as Controller of Rogue Wave Software, Inc. as well as New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. Ms. Madden holds a Bachelor of Science in Accounting from Colorado State University and a Master of Business Administration from Regis University. Ms. Madden has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University’s CERT division.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Audit, Finance and Risk (Chair)

4 out of 4

100%

Governance

4 out of 4

100%

Total

13 out of 13

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

5,454

29,277

$2,088,722

$1,359,099

Other board/board committee memberships⁶

Public⁶

The Cooper Companies, Inc. (medical device company)

• Director

• Chair, audit committee

• Member, organization and compensation committee

Former US-listed company directorships (last 5 years)

Peabody Energy Corp.

LOGO

What was the most

valuable takeaway from the Board’s interactions with the Indigenous Advisory Group (“IAG”) in 2024?

“The most valuable takeaway was the profound understanding that “business must move at the speed of trust.” This insight was shared by a member of the IAG during our first in-person meeting, which underscored the importance of building and maintaining strong relationships with Indigenous and Tribal communities. Our meetings with the IAG have provided invaluable cultural guidance and Indigenous perspectives on business decisions that impact our people and communities. Overall, the engagement with the IAG has enriched our understanding of Indigenous perspectives and has reinforced the importance of trust and collaboration in achieving mutually beneficial outcomes.”

Manjit Minhas

Age 44

Calgary, Alberta, Canada

Independent

Director since

November 28, 2023

Latest date of retirement:

May 2056

2024 annual meeting

votes for:

99.46%

Ms. Minhas is an entrepreneur and venture capitalist in the liquor industry as CEO and co-founder of Minhas Brewery, Distillery and Winery since 1999. Ms. Minhas has extensive business and entrepreneurial experience in brand development, marketing, sales management and retail negotiation and holds an ESG designation and certification from Competent Boards. Ms. Minhas was appointed as a member of the Council of the Alberta Order of Excellence, effective January 1, 2025.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Sustainability

4 out of 4

100%

Safety and Reliability

4 out of 4

100%

Total

13 out of 13

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

336

4,095

$266,480

$1,359,099

Other board/board committee memberships⁶

Private⁶

ATB Financial

(financial institution and Crown corporation wholly owned by the Province of Alberta)

• Director

• Member, human resources committee

• Member, risk and governance committee

YYC Calgary Airport Authority

(not-for-profit, non-share capital corporation responsible for the operation and management of YYC Calgary International Airport)

• Director

• Member, audit committee

• Member, planning and development committee

LOGO

What do you view as the hallmarks of a healthy corporate governance framework?

“Good governance really hinges on the tone set at the top and the cultivation of a strong, ethical culture. Leaders must demonstrate transparency and accountability, ensuring that these values permeate every level of the organization. By emphasizing clear accountability, proactive risk management, and regular stakeholder engagement, organizations can build a governance structure that not only supports sustainable growth but also enhances trust and credibility with all stakeholders.”

Stephen S. Poloz

Age 69

Ottawa, Ontario, Canada

Independent

Director since

June 4, 2020

Latest date of retirement:

May 2031

2024 annual meeting

votes for:

97.60%

Mr. Poloz was Governor of the Bank of Canada from 2013 until his retirement in 2020, in which capacity he served as Chair of the Board of Directors, and on the Board of Directors of the Bank for International Settlements. Prior thereto, Mr. Poloz spent 14 years with Export Development Canada, in various roles including Chief Economist, Head of Lending, and President & Chief Executive Officer. He previously spent five years at BCA Research as managing editor of The International Bank Credit Analyst, and 14 years at the Bank of Canada in economic research and forecasting. He holds a Bachelor of Arts (Honours) in Economics from Queen’s University, and an MA and PhD in Economics from the University of Western Ontario. He is an Honourary Certified International Trade Professional and a graduate of Columbia University’s Senior Executive Program. He is also author of The Next Age of Uncertainty: How the World Can Adapt to a Riskier Future, published by Penguin Random House Canada. In 2024, Mr. Poloz was named an Officer of the Order of Canada.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Audit, Finance and Risk¹²

2 out of 2

100%

Governance (Chair)

4 out of 4

100%

Safety and Reliability¹²

2 out of 2

100%

Total

13 out of 13

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

1,736

28,099

$1,794,277

$1,359,099

Other board/board committee memberships⁶

Public⁶

CGI Inc.

(IT and business consulting services company)

• Director

• Member, audit and risk management committee

LOGO

There has been significant Board refreshment over the past several years – what does the Board look for when recruiting new directors?

“Strong Board refreshment practices ensure we consistently introduce new ideas and expertise, to help guide Enbridge through an evolving energy landscape. When recruiting new directors, the Governance Committee follows a rigorous process to identify candidates who can best advance the Company’s strategic priorities. We believe that having more diverse perspectives in the boardroom leads to more robust dialogue and drives better decisions. The key is to make sure our director recruitment criteria evolve alongside the business strategy and responds to market challenges.”

S. Jane Rowe

Age 65

Toronto, Ontario, Canada

Independent

Director since

November 4, 2021

Latest date of retirement:

May 2034

2024 annual meeting

votes for:

97.29%

Ms. Rowe served as Vice Chair, Investments, Ontario Teachers’ Pension Plan from 2020 until her retirement in 2023. From 2019 to 2020, she was Executive Managing Director, Equities, at Ontario Teachers, an independent organization responsible for administering and managing the assets of the Ontario Teachers’ Pension Plan. Prior to that, she was Senior Managing Director, Ontario Teachers’ Private Capital from 2010 to 2019. Ms. Rowe held several executive positions at Scotiabank from 1987 to 2010, including President and Chief Executive Officer of Scotia Mortgage Corporation and Roynat Capital Inc. Ms. Rowe holds a Master of Business Administration from York University, Schulich School of Business and a Bachelor of Commerce (Honours) from Memorial University. Ms. Rowe is a member of the Institute of Corporate Directors.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Governance

4 out of 4

100%

Human Resources and Compensation

4 out of 4

100%

Total

13 out of 13

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

35,903

13,469

$2,969,232

$1,359,099

Other board/board committee memberships⁶

Public⁶

TD Bank Financial Group

(Canadian multinational banking and financial services corporation)

• Director

• Member, audit committee

Private⁶

CFPT Trustee Inc.

(wholly-owned subsidiary of Cadillac Fairview, owner, operator, investor and developer of properties in North America)

• Director

• Chair, human resources and compensation committee

• Member, governance committee

LOGO

In your view, what factors are important in a succession planning strategy for the CEO and senior management?

“A successful succession planning strategy involves several key factors. It requires a strategic approach aligned with the company’s long-term goals, the development of a strong internal talent pipeline, and regular assessments of potential leaders. The Human Resources and Compensation Committee plays a pivotal role in this process by overseeing executive development, conducting regular assessments of potential leaders, and aligning our practices with industry best standards. This holistic approach positions Enbridge to be well-prepared for future leadership transitions with capable and visionary leaders.”

Steven W. Williams

Age 69

Calgary, Alberta, Canada

Independent

Director since

May 4, 2022

Latest date of retirement:

May 2031

2024 annual meeting

votes for:

92.85%

Mr. Williams has more than 40 years of international energy industry experience. He served as Chief Executive Officer of Suncor Energy from 2012 until his retirement in 2019 and as President from 2011 to 2018. Prior to that, Mr. Williams held various senior leadership roles at Suncor and for 18 years at Esso/Exxon. Mr. Williams is one of 12 founding Chief Executive Officers of Canada’s Oil Sands Innovation Alliance and attended the 2015 United Nations Climate Change Conference in Paris as an official member of the Government of Canada delegation. Mr. Williams has a Bachelor of Science (Honours) in chemical engineering from Exeter University and is a Fellow of the Institution of Chemical Engineers. He is also a graduate of the business economics program at Oxford University and the advanced management program at Harvard Business School. Mr. Williams is a member of the Institute of Corporate Directors.

Enbridge Board/Board committee memberships

Meeting
attendance¹

Board of Directors

5 out of 5

100%

Human Resources and Compensation (Chair)

4 out of 4

100%

Safety and Reliability

4 out of 4

100%

Total

13 out of 13

100%

Enbridge shares and DSUs held²

Enbridge shares

DSUs³

Total market value of

Enbridge shares & DSUs⁴

Minimum
required⁵

32,282

24,026

$3,386,363

$1,359,099

Other board/board committee memberships⁶

Public⁶

Alcoa Inc. (public aluminum manufacturing company)¹³

• Chair of the Board

Smiths Group plc (engineering and technology company)

• Chair of the Board

• Chair, nomination and governance committee

• Member, remuneration and people committee

• Chair, separation oversight committee

¹ Percentages are rounded to the nearest whole number. Includes all meetings held in 2024.

² Based on information provided by the director nominees and is as at the date of this Amendment No. 1.

³ DSUs refer to deferred share units, as defined on page 66.

⁴ Total market value = number of common shares and DSUs × closing price of Enbridge shares on the TSX on March 4, 2025 of $60.14, rounded to the nearest dollar.

⁵ Directors must hold at least three times their annual US$315,000 Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.4382, the published WM/Reuters 4 pm London exchange rate for December 31, 2024. All current directors meet or exceed this requirement except Mr. Few, Ms. Minhas, Ms. Jang and Mr. Foshee, who have until May 4, 2027, November 28, 2028, May 8, 2029, and January 1, 2030, respectively, to meet this requirement.

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

⁷ Mr. Ebel is not a member of any Board committee, but as a director and President & CEO, he attends their meetings upon request.

⁸ As President & CEO, Mr. Ebel is required to hold Enbridge shares equal to eight times his base salary (see page 42).

⁹Mr. Few ceased being a member of the Safety and Reliability Committee on May 8, 2024.

¹⁰Mr. Foshee was appointed to the Board on January 1, 2025 and was appointed to the Human Resources and Compensation “HRC” Committee and Safety and Reliability Committee on February 12, 2025.

¹¹Ms. Jang was appointed to the Board, Audit, Finance and Risk Committee and Sustainability Committee on May 8, 2024.

¹² Mr. Poloz ceased being a member of the Audit, Finance and Risk Committee and was appointed to the Safety and Reliability Committee on May 8, 2024.

¹³ Mr. Williams is not standing for re-election as a director of Alcoa Inc. at their 2025 Annual Meeting of Stockholders.

Retiring director

Pursuant to our director tenure policy, as set out in our Governance Guidelines, Pamela Carter is not standing for re-election as a director of Enbridge and will retire at the end of the Meeting as she will have reached the age of 75. Ms. Carter was appointed as Chair of the Board effective January 1, 2023. and has served as a director since February 27, 2017. She was the Vice President of Cummins Inc. and President of Cummins Distribution Business, a division of Cummins Inc., a designer, manufacturer and marketer of diesel engines and related components and power systems, from 2008 until her retirement in 2015. Ms. Carter joined Cummins Inc. in 1997 as Vice President – General Counsel and Corporate Secretary and held various management positions within Cummins. Prior to joining Cummins Inc., Ms. Carter served in the private practice of law as partner and associate and in various capacities with the State of Indiana, including Parliamentarian in the Indiana House of Representatives, Deputy Chief-of-Staff to Governor Evan Bayh, Executive Assistant for Health Policy and Human Services and Securities Enforcement Attorney for the Office of the Secretary of State. She served as the Attorney General for the State of Indiana from 1993 to 1997 and was the first African American woman to be elected state attorney general in the U.S.

Ms. Carter holds a Bachelor of Arts from the University of Detroit, a Master of Social Work from the University of Michigan, a Doctor of Jurisprudence from McKinney School of Law, Indiana University, and completed the Harvard Kennedy School program, Senior Executives in State and Local Government. Ms. Carter has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University’s CERT division.

Ms. Carter received a 2018 Sandra Day O’Connor Board Excellence Award honouring her for her demonstrated commitment to board excellence and diversity. She also received an award as one of the top 100 board members from NACD in 2018 and top 25 director from Black Enterprise Magazine in 2018. Ms. Carter was named by Savoy Magazine as one of the 2021 Most Influential Black Corporate Directors.

Ms. Carter’s other public company board and committee memberships are as follows:



Public
Hewlett Packard Enterprise Company (public technology company) Broadridge Financial Solutions Inc. (public financial services company)		• Director • Chair, human resources and compensation committee • Member, audit committee • Director • Chair, audit committee • Member, governance and nominating committee

Independence

The Governance Committee is responsible for ensuring the Board functions independently of management. The majority of our directors must be independent, as defined by Canadian securities regulators in NI 52-110, NYSE rules and SEC rules and regulations. Our Governance Guidelines, available on our website (enbridge.com), provide that the Board shall consist of a substantial majority of independent directors. The Board uses a detailed annual questionnaire to assist in determining if each director is independent and makes this determination annually or more frequently, as required.

The Board has determined that 11 of our 12 director nominees, including the Chair of the Board, are independent. Mr. Ebel is not independent because he is our President & CEO. Mr. Tutcher, who retired from the Board on May 8, 2024, and Ms. Carter, who is retiring and not standing for re-election as a director at the Meeting, were also independent. Each of the Board’s five standing committees is comprised entirely of independent directors.

Current Board committee participation

The following table outlines Board committee participation as of the date of this Amendment No. 1. Each of our Board committees is comprised entirely of independent Board members. Gregory L. Ebel is not a member of any Board committees but attends committee meetings in his capacity as President & CEO.



Audit, Finance and Risk Committee	Sustainability Committee	Governance Committee	Human Resources and Compensation Committee	Safety and Reliability Committee

Teresa S. Madden (Chair)¹	Susan M. Cunningham (Chair)	Stephen S. Poloz (Chair)	Steven W. Williams (Chair)	Gaurdie E. Banister (Chair)

Gaurdie E. Banister	Jason B. Few	Mayank M. Ashar	Mayank M. Ashar	Douglas L. Foshee

Jason B. Few¹	Theresa B.Y. Jang	Teresa S. Madden	Susan M. Cunningham	Manjit Minhas

Theresa B.Y. Jang¹	Manjit Minhas	S. Jane Rowe	Douglas L. Foshee	Stephen S. Poloz

			S. Jane Rowe	Steven W. Williams

Ms. Madden, Ms. Jang and Mr. Few each qualify as an audit committee financial expert, as defined under the Exchange Act. The Board has also determined that all members of the Audit, Finance and Risk Committee are financially literate, in accordance with Canadian Securities Administrators National Instrument 52-110 — Audit Committees (“NI-52-110”) and the rules of the NYSE.

Mix of skills and experience

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

Area

Primary Industry Background

Energy

●

Utilities

●

Industrial

●

Financial Services

●

Functional Experience

Accounting/Finance/Audit/ Economics¹

●

Capital Markets and Mergers & Acquisitions²

●

CEO / Executive Leadership³

●

Energy Transition⁴

●

ESG, Corporate Social Responsibility & Sustainability⁵

●

Governance⁶

●

Government, Policy, Legal & Regulatory⁷

●

Health, Safety & Environment⁸

●

Human Resources / Compensation⁹

●

Industry – Energy/Midstream/Utilities/ Transportation¹⁰

●

International Business¹¹

●

Operations¹²

●

Risk Management¹³

●

Strategy and Leading Growth¹⁴

●

Information Technology/Cybersecurity¹⁵

●

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

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

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

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

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

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

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

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

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

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

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

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

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

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

¹⁵	Experience in information technology and data security systems.

EXECUTIVE OFFICERS OF REGISTRANT

The information regarding executive officers is included in Part I. Item 1. Business—Executive Officers of the Original Filing and is accordingly not included in this Amendment No.1.

CORPORATE GOVERNANCE

Regulations, rules and standards

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

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

•

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

•

requirements of the Canada Business Corporations Act

•

the corporate governance guidelines of the NYSE and TSX

A CULTURE OF ETHICAL CONDUCT

Statement on business conduct

Our Statement on Business Conduct (“SOBC”) is our formal statement of the expectations that apply to all individuals at Enbridge and our subsidiaries, including our directors, officers, employees, and contingent workers, as well as consultants and contractors retained by Enbridge. The SOBC outlines our expectations in various areas, including:

•

complying with the law, applicable rules and all policies

•

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

•

avoiding financial crimes such as anti-corruption, sanctions, money laundering and human rights violations

•

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

•

understanding data privacy, records management, and proprietary, confidential and insider information

•

protecting health, safety and the environment

•

interacting with landowners, customers, shareholders, employees and others

•

respectful workplace/no harassment

The current version of the SOBC is available on our website. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, and waivers from, the provisions of the SOBC by posting such information on our website (enbridge.com).

On the commencement of employment with Enbridge and annually thereafter, all active Enbridge employees and contingent workers are required to complete mandatory SOBC training and certify compliance with the SOBC. Directors must also certify their compliance with the SOBC on an annual basis.

With the integration of the three U.S. gas utilities acquired in 2024, we are postponing SOBC training for these employees until later in 2025. Excluding these employees, as of the date of this Amendment No. 1, approximately 99.9% of Enbridge employees and contingent workers have certified compliance with the SOBC for the year ended December 31, 2024. All directors serving on the Board as of December 31, 2024 have also certified their compliance with the SOBC for the year ended December 31, 2024.

AUDIT, FINANCE & RISK COMMITTEE

The Audit, Finance and Risk Committee fulfills public company audit committee obligations and assists the Board with oversight of the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the independent auditor’s qualifications and independence; and the performance of the Company’s internal audit function and external auditors. The committee also assists the Board with the Company’s risk identification, assessment and management program.

Financial literacy

The Board considers an individual to be financially literate if they can read and understand financial statements that are generally comparable to our Company’s in breadth and complexity of issues. The Board has determined that all members of the Audit, Finance and Risk Committee are financially literate, in accordance with NI 52-110 and NYSE rules. The Board has also determined that Ms. Madden, Ms. Jang, and Mr. Few each qualify as an audit committee financial expert, as defined under the Exchange Act. The Board bases this determination on each director’s education, skills and experience.

ITEM 11. EXECUTIVE COMPENSATION

As a foreign private issuer in the United States, we are deemed to comply with this Item if we provide information required by Items 6.B and 6.E.2 of Form 20-F, with more detailed information provided if otherwise made publicly available or required to be disclosed in Canada. We have provided information required by Items 6.B and 6.E.2 of Form 20-F in the Circular. As a foreign private issuer in the United States we are not required to disclose executive compensation according to the requirements of Regulation S-K that apply to U.S. domestic issuers, and we are not otherwise required to adhere to the U.S. requirements relative to certain other proxy disclosures and requirements. Our executive compensation disclosure complies with Canadian requirements, which are, in many respects, substantially similar to U.S. rules.

Compensation committee interlocks and insider participation

During 2024, no two director nominees were members of the same board of directors of another public company.

Compensation discussion and analysis

The following compensation discussion and analysis describes the 2024 compensation programs for our Named Executive Officers (“NEOs”).

2024 NEOs


		Gregory L. Ebel President & CEO

		Patrick R. Murray Executive Vice President & Chief Financial Officer (“CFO”)

		Cynthia L. Hansen Executive Vice President & President, Gas Transmission & Midstream

		Colin K. Gruending Executive Vice President & President, Liquids Pipelines

		Reginald D. Hedgebeth¹ Executive Vice President, External Affairs & Chief Legal Officer

Executive summary

The HRC Committee works on behalf of shareholders to ensure our executive compensation programs are aligned with performance, designed to retain top talent, and motivate Enbridge’s senior leaders to bring our vision, values and strategy to life. We are pleased to share our approach to executive compensation and highlight key accomplishments we considered in determining 2024 compensation awards for the executive leadership team. The decisions related to executive compensation are guided by our compensation philosophy and reflect our ongoing desire to drive sustainable growth and create long-term value, positioning us to be the first-choice energy delivery company for our customers, communities, shareholders and employees.

Advancing strategic priorities

At Enbridge, our commitment to a strong, growing dividend is a core component of our shareholder offering and that commitment bolsters the discipline we exercise across all capital allocation decisions we make. We prioritize attractive risk-adjusted investments in utility-like, highly predictable assets. In 2024, we added significant visibility to our growth outlook through the acquisition of three premier U.S. natural gas utilities, in addition to investing in vital infrastructure across our industry-leading footprint.

We placed over $5 billion of assets into service in 2024 across a wide range of sectors and regions and added $8 billion of accretive organic projects to our secured growth program which now sits at $26 billion. Enbridge also announced and closed three tuck-in acquisitions during the year which totaled approximately $1 billion. These additions are highly strategic natural gas and liquids assets in the Permian Basin and U.S. Gulf Coast, connected to Enbridge’s existing infrastructure, extending and optimizing our customer service offering.

Our values of Safety, Integrity, Respect, Inclusion and High Performance guide every decision made at Enbridge. Safety is, and always will be, our highest priority. Despite having strong results in many areas of safety and reliability, in 2024 we experienced incidents in our gas distribution business resulting in fatalities. These incidents have deepened our resolve to do everything possible to prevent incidents like this in the future.

¹	Mr. Hedgebeth joined Enbridge on September 17, 2023 and was appointed Executive Vice President, External Affairs and Chief Legal Officer effective January 1, 2024.



		2024 achievements • Achieved over 37% total shareholder return (“TSR”) • Record financial results, continuing our 19-year history of meeting or exceeding financial guidance • Announced 30^th consecutive annual dividend increase • Completed the $19 billion acquisition of three premier U.S. natural gas utilities • Placed over $5 billion of growth capital into service • Sanctioned $8 billion of new organic growth diversified across all four business units • Acquired equity stakes in the Whistler Pipeline joint venture and the Delaware Basin Residue (“DBR”) system, establishing a Permian Basin natural gas footprint • Reached a negotiated settlement on Texas Eastern Pipeline • Recycled over $3 billion of capital at attractive valuations • Issued 23^rd annual Sustainability Report

DCF per share¹

LOGO

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

Compensation highlights

In considering executive compensation outcomes for the year, the HRC Committee assessed performance against financial, strategic and operational objectives that were approved by the Board at the beginning of the year and evaluated in the context of our compensation philosophy. The HRC Committee and Board also reviewed key performance indicators relative to our performance peer group, including dividend per share growth, earnings per share growth, distributable cash flow (“DCF”) per share growth and TSR, and based on the review, approved the 2024 incentive payouts.

In 2024, our STIP design shifted to one company scorecard with certain variability of business unit financial performance, designed to align financial and non-financial goals to drive collective outcomes across the business. We are pleased to share that we delivered strong financial results within the financial guidance range, executed on our business strategy, and advanced goals related to environmental sustainability, social, and governance practices, resulting in overall payouts for our NEOs ranging from 149% to 163% of target.

Performance stock unit (“PSU”) awards are subject to pre-established and specific performance hurdles determined upon grant. The 2022 PSU grant vested in 2024 and achieved an overall result at target based on our three-year DCF per share growth targets and relative weighted TSR against our performance peer group over the three-year term.

The awards earned were consistent with our pay-for-performance philosophy, and more information is provided in the following materials.

Compensation philosophy

Enbridge’s approach to executive compensation is governed by the HRC Committee and approved by the Board. A rigorous pay-for-performance philosophy is embedded in our short-, medium-, and long-term compensation programs and designed to align with the interests of Enbridge shareholders and other stakeholders, through five main objectives:


		Align to Enbridge’s business strategy • Our compensation programs are designed to motivate management to deliver exceptional value by focusing on safe and reliable operations while maintaining financial strength and flexibility and executing on growth opportunities consistent with our low-risk business model • Compensation program payouts are designed to align with achievement of our strategic priorities and outcomes
		Align to Enbridge’s values • Enbridge is committed to delivering steady, visible and predictable results, and operating our assets in an ethical and responsible manner • Our compensation programs reward behaviours and outcomes closely aligned to our values • We assess performance and compliance against our sustainability metrics
		Attract and retain a highly effective executive team • Incenting and engaging a high performing executive team is essential for achieving our strategic goals and desire to build a sustainable future for Enbridge • Total direct compensation is targeted at the median of our compensation benchmarking peer group of U.S. and Canadian companies to reflect Enbridge’s identity as a North American leader • Compensation programs reward employees for high performance and their potential for future contributions

LOGO

Incent and reward for performance

• Performance is the cornerstone of Enbridge’s compensation strategy. Our pay-for-performance approach rewards management for their contributions to the enterprise, business unit and individual results against objectives that support the achievement of our strategic priorities

• A significant portion of the target compensation mix for the President & CEO and the other NEOs is “at risk”. Incentives are “at risk” because payout is not guaranteed, and their values are determined based on each metric’s guidance range and specific performance criteria

• When assessing performance, the HRC Committee considers performance results in context of other qualitative factors not captured in the formal metrics, including key performance indicators relative to peers, such as TSR, dividend per share growth, DCF per share growth, earnings per share growth and others, in addition to qualitative aspects of management’s responsibilities

LOGO

Enhance long-term shareholder value

• Our compensation programs focus management on delivering strategic priorities over the long-term

• Medium- and long-term incentives pay out over time, encouraging a longer-term view of how we create value for our shareholders

• A significant portion of the target compensation mix for the President & CEO and NEOs is linked to medium- and long-term incentive programs

Talent management and succession planning

We take an integrated approach to talent management and succession planning using a comprehensive framework aligned to our business strategies which is overseen by the HRC Committee and the Board. Focusing on the development of executives to strengthen the overall succession pipeline enables us to retain top talent while ensuring depth of leadership capability to drive both short- and longer-term performance. Our philosophy of development and retention of executive talent supports and strengthens our culture, builds versatility and reduces business risk by providing multiple succession options.

Compensation policies and practices

Our compensation policies and practices are designed to encourage appropriate behaviours, promote strategic risk management, and align to the interests of our shareholders. The following table outlines Enbridge’s compensation policies and practices that maintain disciplined governance.



				What we do						What we don’t do

				• Use a pay-for-performance philosophy whereby the majority of compensation provided to executives is “at risk”. “At risk” payouts are not guaranteed, and threshold performance must be achieved for a payout to occur. In 2024, the percentage of total target compensation considered “at risk” for the President & CEO was 89% and an average of 83% for the other NEOs						• Count performance stock units or unexercised stock options toward share ownership requirements • Grant stock options with exercise prices below 100% fair market value or re-price out-of-the-money options • Allow repricing or cash buyout of underwater options without shareholder permission • Provide stock options to non-employee directors • Permit hedging of Enbridge securities by directors, officers, or other employees • Use employment agreements with single-trigger voluntary termination rights in favour of executives • Grant loans to directors or senior executives • Guarantee incentive payouts • Apply tax gross-ups to awards • Provide excessive perquisites
				• Use a blend of short-, medium- and long-term incentive awards that are linked to business plans for the respective timeframe
				• Incorporate risk management principles into decision-making processes to help ensure compensation programs do not encourage inappropriate or excessive risk-taking by executives
				• Regularly review executive compensation programs through independent third-party experts and advisors to support regulatory compliance and ongoing alignment with shareholders
				• Use both preventative and incident-based safety, environmental and operational metrics that are directly linked to short-term incentive awards with a maximum payout of 2x target
				• Executives are required to meet minimum share ownership guidelines, which are regularly reviewed to align with market practices, motivate executives to create long-term value, and align the interests of executives with those of Enbridge shareholders
				• Benchmark executive compensation programs against a compensation peer group of similar companies (by organization size, industry and geography) in North America, to assess that executives are compensated at competitive levels
				• Uphold clawback policies, including our Incentive Compensation Clawback Policy, covering all cash bonuses and equity-based incentive awards granted or paid, intended to prevent or rectify situations whereby employees engage in misconduct (defined to include fraud or willful misconduct), and the Clawback Policy for the Mandatory Recovery of Erroneously Awarded Incentive-Based Compensation, which aligns with SEC and NYSE requirements
				• Use double-trigger change in control provisions within all cash and incentive plan agreements
				• Hold an annual advisory shareholder vote on our approach to executive compensation, commonly known as “say on pay” and regularly engage with shareholders on our executive compensation program philosophy
				• Regularly perform quantitative modelling, stress test performance, and potential compensation scenarios to assess reasonability of executive awards as compared to our compensation peer group

Compensation governance

Enbridge’s compensation governance structure consists of the Board and the HRC Committee, with HR Consultant Mercer (Canada) Limited (“Mercer”), and others from time to time, providing independent advisory support to the HRC Committee. The HRC Committee reviews the governance structure annually against best practices and regulatory guidance.

Board and HRC Committee

The Board is responsible for the oversight of the compensation principles and programs at Enbridge. The HRC Committee approves major compensation programs and payouts to align incentive compensation accurately with the company’s performance and its pay-for-performance philosophy, including reviewing and recommending to the Board the compensation for the President & CEO. The HRC Committee also approves the compensation for the other NEOs.

The HRC Committee assists the Board in carrying out its responsibilities with respect to compensation matters by providing oversight and direction on human resources strategy, policies and programs for the NEOs, other executives and the broader employee base, including compensation, equity incentive plans, pension and benefits as well as talent management, succession planning, workforce recruitment, retention, inclusion, and employee health and safety. The HRC Committee provides oversight regarding the management of broader people-related risk, and specifically reviews the compensation programs from a risk perspective.

The members of the HRC Committee in 2024 were Steven W. Williams (Chair), Mayank (Mike) M. Ashar, Susan M. Cunningham and S. Jane Rowe. All members of the HRC Committee are independent under the independence standards discussed in this Amendment No. 1.

The members of the HRC Committee have experience in human resources and compensation, including as members of the compensation committees of other public companies. In addition, the members of the HRC Committee have executive leadership experience, strong knowledge of the energy industry, experience as directors of other public companies and a mix of other relevant skills and experience. This background provides the HRC Committee members with the collective experience, knowledge and skills to effectively carry out their responsibilities. For information on each HRC Committee member’s experience and current service on other public company boards and committees, see the director nominee profiles, beginning on page 4. For information on each HRC Committee member’s skills and experience, see the skills and experience matrix on page 18.

For information on each HRC Committee member’s participation on other Enbridge Board committees, see page 17.

Independent advice

The HRC Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultants, outside legal counsel or other advisors it retains (each, an “Advisor”). The HRC Committee may select or receive advice from an Advisor only after taking into consideration all factors relevant to the Advisor’s independence from management including:

•

the provision of other services to Enbridge by the Advisor

•

the amount of fees received from Enbridge by the Advisor as a percentage of the Advisor’s total revenue

•

the policies and procedures of the Advisor that are designed to prevent conflicts of interest

•

any shares owned by the Advisor

•

any business or personal relationship of the Advisor with a member of the HRC Committee or with an executive officer at Enbridge

Although the HRC Committee is required to consider these factors, it is free to select or receive advice from an Advisor that is not independent.

Since 2002, Mercer, an independent Advisor, has provided guidance to the HRC Committee on compensation matters to help ensure Enbridge’s programs are appropriate, market competitive and continue to meet intended goals. Advisory services provided by Mercer include reviewing:

•

the competitiveness and appropriateness of executive compensation programs

•

annual total direct compensation for the President & CEO and the executive leadership team

•

executive compensation governance

•

the HRC Committee’s mandate and related Board committee processes

While the HRC Committee considers the information and recommendations Mercer provides, it has full accountability for decisions within its mandate, which may reflect other factors and considerations.

Each year, the HRC Committee Chair reviews and approves the terms of engagement with Mercer, which specify the work to be done in the year, Mercer’s responsibilities and its fees. Management may also retain Mercer on compensation matters from time to time or for prescribed compensation services. The HRC Committee Chair must approve all services that are not standard in nature, considering whether the work would compromise Mercer’s independence.

In 2024, Management and the HRC Committee engaged Mercer to provide analysis and advice on various compensation matters. The following table provides a breakdown of services provided and fees paid to Mercer and its affiliates by Enbridge in 2024 and 2023:



Nature of work	Approximate fees in 2024 ($)		Approximate fees in 2023 ($)

Executive compensation related¹		569,993		406,106

All others²		5,607,224		7,389,719

Total		6,177,217		7,795,825

¹	Includes all fees related to executive compensation associated with the President & CEO and the executive leadership team.

Includes fees paid for other matters that apply to Enbridge as a whole, such as pension actuarial valuations, renewal and pricing of benefit plans, evaluation of geographic market differences and regulatory proceedings support. Also includes risk brokerage service fees paid to Mercer affiliates (Marsh, Oliver Wyman and Guy Carpenter) for services provided to our operating affiliates subject to timing and currency exchange differences.

Having your say

We are committed to regular shareholder engagement and appreciate your feedback. Shareholders can express their views on executive pay at our annual meeting of shareholders, where we hold an annual advisory “say on pay” vote to receive shareholder feedback. This structure helps align executive compensation with shareholder interests. While the vote is advisory and non-binding, the Board considers the results when determining Enbridge’s compensation program. The 2024 vote resulted in a favourable outcome and the HRC Committee interpreted this level of support as affirmation by our shareholders of the design and overall execution of our executive compensation programs.

Compensation risk management

The HRC Committee plays a critical governance role related to enterprise risk. In carrying out this accountability, the HRC Committee employs a number of risk mitigation practices aimed at ensuring that Enbridge’s compensation programs are designed in a manner that does not encourage individuals to take inappropriate or excessive risks that could have material adverse impact on the Company.

Compensation risk mitigation practices

Enbridge uses the following compensation practices to mitigate risk:

•

a pay-for-performance philosophy that is embedded in the compensation design

•

a mix of pay programs benchmarked against a relevant compensation peer group, which contains companies that are generally similar in size to Enbridge, primarily in terms of enterprise value, and secondarily, market capitalization and assets

•

compensation programs that include a combination of short-, medium- and long-term elements that provide executives with an incentive to consider both the immediate and long-term implications of their decisions

•

program provisions whereby executives are compensated for their short-term performance using a combination of financial performance and operational metrics in areas such as safety, project, and sustainability performance that support a balanced

perspective and are a mix of both leading (proactive/preventative) and lagging (incident-based) indicators

•

a rigorous approach to goal setting and a process of establishing targets with multiple levels of performance, which mitigate excessive risk-taking that could harm Enbridge’s value or reward poor judgment of executives

•

performance thresholds that include both minimum and maximum payouts

•

stock award programs that vest over multiple years and are aligned with overall stock price appreciation to drive value for Enbridge shareholders

•

share ownership guidelines that require executives to have a meaningful equity stake in Enbridge to align their interests with those of Enbridge shareholders

•

Insider Trading Guidelines that include prohibition on hedging provisions to prevent activities that would weaken the intended pay-for-performance link

•

two incentive compensation clawback policies: one that allows Enbridge to recoup, from covered members of senior management, certain overpayments of incentive compensation including all cash bonuses and equity-based incentive awards granted or paid to individuals engaged in fraud or willful misconduct; and another policy that requires Enbridge to recover erroneously awarded incentive-based compensation received by covered executive officers in the event that Enbridge is required to prepare a qualifying accounting restatement (subject to certain exceptions)

The HRC Committee has considered the risk related to the Company’s compensation programs and has concluded that the programs do not encourage excessive or inappropriate risk-taking and are aligned with the long-term interests of shareholders.

Insider trading and prohibition on hedging

We have adopted Insider Trading Guidelines governing the purchase, sale and/or other disposition of our securities by our directors, officers (including the NEOs), employees and contractors, as well as by Enbridge itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE and TSX listing standards. We also maintain Disclosure Guidelines, which prohibit the Company from issuing securities or offering

securities to the public during a blackout period (subject to specific circumstances outlines in the policy).

Our Insider Trading Guidelines also prohibit directors, officers, employees and contractors from purchasing financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by such directors, officers, employees and contractors, as such positions may weaken the link between the intended alignment of director and employee interests with shareholder interests.

The following activities are specifically prohibited:

•

speculating in securities of Enbridge and its reporting issuer subsidiaries

•

“short-selling” securities of Enbridge and its reporting issuer subsidiaries (i.e. selling securities that the individual does not own)

•

purchasing or selling call or put options or other derivatives relating to securities of Enbridge and its reporting issuer subsidiaries

•

entering into any other financial transaction that is designed to hedge or offset any decrease in the market value of the securities of Enbridge and its reporting issuer subsidiaries

Clawback policies

Enbridge maintains two incentive compensation clawback policies.

The Incentive Compensation Clawback Policy allows Enbridge to recover, from current and former members of senior management, certain incentive compensation amounts awarded or paid to individuals including all cash bonuses and equity based incentive awards if the individuals engaged in misconduct (defined to include fraud or willful misconduct) that led to inaccurate financial results reporting, regardless of whether the misconduct resulted in a restatement of all or a part of Enbridge’s financial statements.

The Clawback Policy for the Mandatory Recovery of Erroneously Awarded Incentive-Based Compensation, requires Enbridge (subject to certain exceptions) to recover erroneously awarded incentive-based compensation received by covered executive officers in the event that Enbridge is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under applicable securities laws.

Annual decision-making process

Compensation decisions are guided by our compensation philosophy and principles as described on page 24. The following illustration provides an overview of our annual process for determining and assessing compensation for the President & CEO and other NEOs.

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Compensation elements

Enbridge’s compensation program is comprised of elements that balance the use of short-, medium- and long-term vehicles, designed to deliver value to Enbridge shareholders not only in the near-term, but also through continued performance over the long-term. Total direct compensation includes base salary and performance-based incentive awards. In 2024, the percentage of total target compensation considered at risk for the President & CEO was 89% and for the other NEOs averaged 83% and directly aligns pay for our senior leaders to performance outcomes consistent with the interests of Enbridge shareholders.

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The following table describes the primary compensation program components for our NEOs, together with key features, objectives and the time horizon for vesting and/or realized value.



Timeframe	Short-term		Medium-term		Long-term

Variability	Fixed	At-risk

Compensation element	Base Salary	Short-term Incentive Plan (“STIP”)	Performance Stock Units (“PSUs”)	Restricted Stock Units (“RSUs”)	Incentive Stock Options (“ISOs”)

Reference for more information	• Page 35	• Page 35	• Page 39	• Page 41	• Page 41

Key features	• Reviewed annually, with consideration of scope and role responsibilities, competency, and market conditions • Increases based on performance and market data	• Annual incentive reward based on one company scorecard shared by all employees with variability of business unit financial performance	• Granted annually • Three-year term • Subject to performance hurdles and results achieved against predetermined criteria • Realized value of units based on share price at vesting • Paid in cash	• Granted annually • Three-year cliff vest • Realized value of units based on share price at vesting • Share-settled	• Vest over four years and have a 10-year term • Realized value based on share price difference at grant date and at time of exercise

Objectives	• Fixed cash compensation for performing day-to-day responsibilities of the role	• Motivate delivery of results tied to executing the business strategy • Reward achievement for performance year	• Align with the interests of shareholders • Motivate strong performance relative to external peers, long-term strategic goals, progressing sustainability, and longer-term value generation, and stock price appreciation	• Align with the interests of shareholders • Motivate longer-term value generation and stock price appreciation	• Align with the interests of shareholders • Motivate longer-term value generation and stock price appreciation

Benchmarking to peers

Total direct compensation for the NEOs is managed within a framework that involves input from and consideration by the President & CEO and the HRC Committee (the HRC Committee only in the case of the CEO) with Mercer providing independent advisory support. The competitiveness of this framework is based on market data extracted from third-party compensation surveys and publicly disclosed executive compensation information for comparable benchmark roles at peer companies.

Enbridge targets overall total direct compensation for our NEOs at the median of our peer group, considering the skills, competencies and experience of each senior executive.

Compensation peer group determination

Enbridge uses a single North American peer group for executive compensation benchmarking in making compensation decisions. The following summarizes the key considerations and selection criteria for the compensation peer group of companies:

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Industry

• Typically defined as low-risk regulated operations in the North American energy sector

• The peer group is limited to those in the energy and infrastructure space, subject to the same external industry pressures and macroeconomic factors as Enbridge, rather than extending to other capital-intensive sectors

• Aligns Enbridge to pay competitively against “best-in-class” companies whose executives are often the most knowledgeable about Enbridge’s core businesses

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Size/complexity

• Broadly defined to consider multiple dimensions, including financial (e.g., market capitalization, cash flow, enterprise value, assets, capital employed) and non-financial measures (e.g., breadth of operations)

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Geography

• A North American compensation peer group is used because the President & CEO and other NEOs’ responsibilities are primarily North American in scope, which is generally where we compete for top talent

• The majority of our business assets and operations are within the U.S. and Canada, and our shareholders include both U.S. and international institutions

• The U.S. market offers more comparable peers from an industry and/or size/complexity perspective; accordingly, our peer group is weighted more heavily towards the U.S.

• Most Canadian companies are not sufficiently comparable to Enbridge in terms of industry and/or size/complexity, and therefore only appropriate Canadian peers are included in the peer group

Annual peer group decision making

Enbridge’s compensation peer group is reviewed annually by the HRC Committee and is comprised of Canadian and U.S. companies in the energy and infrastructure space. The peer group used for determining compensation in 2024 was unchanged from 2023.

2024 compensation peer group

Canada

Canadian National Railway Company

Canadian Natural Resources Limited

Suncor Energy Inc.

TC Energy Corporation

U.S.

Chevron Corporation

ConocoPhillips

Dominion Energy Inc.

Duke Energy Corporation

Energy Transfer LP

Enterprise Products Partners L.P.

Haliburton Company

Kinder Morgan Inc.

NextEra Energy, Inc.

Occidental Petroleum Corporation

Phillips 66

SLB

The Southern Company

The Williams Companies, Inc.

Union Pacific Corporation

Peer group comparison

Our compensation peer group contains companies that are generally similar in size to Enbridge, primarily in terms of enterprise value, and secondarily market capitalization and assets. Enbridge is considerably larger than the majority of the companies in our industry, and size constraints were relaxed in certain instances to include companies similar to Enbridge in terms of operational profile.

The following chart summarizes Enbridge’s placement compared to our North American peer group and indicates that Enbridge ranks above the median in all the selection criteria relative to the 2024 compensation peer group.

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¹	U.S. company information has been converted to Canadian dollars at variable rates throughout the year.

²	Revenue, EBIT, total assets are as of December 31, 2023. Market value and enterprise value are as of December 31, 2024.

Aligning President & CEO pay with performance

Enbridge is committed to aligning President & CEO pay with company performance and TSR, consistent with the rigorous pay-for-performance philosophy embedded in our compensation programs and aligned with the interests of Enbridge shareholders. We place a substantial portion of pay at risk, linked to performance goals that strongly incent our executive team to manage the Company in the best long-term interests of the Company and our shareholders.

We strongly believe that President & CEO pay should correspond to the performance of the Company, and that relationship should align appropriately relative to our compensation peers, based on the same pay-for-performance measures. We analyze this relationship over a multi-year period to smooth effects of short-term fluctuations and to better identify long-term performance and market trends.

The HRC Committee reviews key performance indicators, including our TSR, relative to our compensation peer group,

and annually performs a comparative analysis of the President & CEO’s grant date fair value (“GDFV”) pay and realizable pay.

GDFV pay represents the total amount disclosed in the summary compensation table, excluding the amounts in the pension value and all other compensation columns. Realizable pay represents salary and non-equity incentive plan compensation as disclosed in the summary compensation table and the current market value of unvested or unearned medium- and long-term incentive awards using the 2024 year-end share price.

In our most recent analysis, we compared the relationship between Enbridge’s percentile rank of President & CEO pay and TSR performance over the past three years, relative to our compensation peer group on the same basis.

Enbridge has a strong correlation between President & CEO pay and performance relative to our compensation peers. Enbridge’s placement within the highlighted bands in the charts below indicates that our President & CEO pay outcomes are aligned with actual company performance results and shareholder expectations.

GDFV pay¹

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¹	This chart displays the President & CEO GDFV pay rank against the TSR rank over a three-year period from 2022 to 2024. GDFV pay is calculated from publicly disclosed information in the summary compensation table in 2022 and 2023. 2024 peer data has been estimated with a 3.5% aging factor.

The analysis indicated that Enbridge’s President & CEO GDFV pay was positioned at the 42^nd percentile and our TSR was positioned at the 47^th percentile.

Realizable pay²

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This chart displays the President & CEO realizable pay rank against the TSR rank over a three-year period from 2022 to 2024. Realizable pay includes peer group CEOs’ outstanding equity awards as of December 31 in publicly disclosed information in 2022 and 2023. 2024 data for peers has been assumed based on the December 31, 2024 share price.

The analysis indicated that Enbridge’s President & CEO realizable pay was positioned at the 47^th percentile and our TSR was positioned at the 47^th percentile.

2024 business performance



Priorities		Actions

1.	Safety and operational reliability	• Despite achieving overall strong performance in our occupational and process safety metrics, including best Total Recordable Incident Frequency in company history, there were fatality incidents in our utility business. Our goal is to eliminate fatalities and life-altering injuries, and we are taking proactive action to apply learnings from these events to improve our ability to prevent future incidents • Executed integrity and maintenance capital programs efficiently and effectively across each business

2.	Extend growth through disciplined capital allocation	• Placed $5 billion of secured growth capital into service generating attractive risk-adjusted returns • Sanctioned Sequoia Solar, Orange Grove and Fox Squirrel Phases 2 and 3, which have a combined expected generation capacity of over 1,000 MW • Sanctioned a 120kbpd expansion of Gray Oak Pipeline • Reached a positive final investment decision on Tennessee Ridgeline Expansion project, which will deliver natural gas for the Tennessee Valley Authority to support the replacement of an existing coal-fired power plant • Sanctioned US$0.9 billion of offshore pipelines to serve bp’s Kaskida development and Shell and Equinor’s Sparta development • Acquired a 19% stake in the Whistler Pipeline joint venture with WhiteWater/I Squared Capital and MPLX, which operates critical natural gas infrastructure in the Permian Basin • Sanctioned the Blackcomb Pipeline in the Permian Basin, expected to be in service in 2026 • Acquired a 15% interest in the DBR pipeline system in Texas which is directly connected to the Whistler Pipeline and extends Enbridge’s Permian Basin service offering • Purchased two marine docks and more land adjacent the Enbridge Ingleside Energy Center (“EIEC”), considerably increasing Very Large Crude Carrier loading windows and enhancing development potential at the terminal • Advanced multi-year utility growth and Gas Transmission modernization programs

3.	Maintain financial strength and flexibility	• Achieved record adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $18.6 billion¹, above the guidance range, and an increase over 2023 of 13% • Achieved DCF per share of $5.56¹, within the recast guidance range • Increased the 2025 quarterly dividend by 3% to $0.9425 ($3.77 annualized) per share, reflecting the 30^th consecutive annual increase within our target payout ratio • Within target debt-to-EBITDA range of 4.5x to 5.0x¹ • Rated A (low) by DBRS, BBB+ by S&P and Fitch, and Baa2 by Moody’s • Managed foreign exchange and interest rate volatility with enterprise-wide financial risk management program • Announced sale of East West Tie interest at strong valuation for cash proceeds of $129 million

4.	Participate in energy transition over time	• Issued 23^rd annual Sustainability Report • Continued progress on our Indigenous Reconciliation Action Plan commitments • Advanced geological work and engineering for the Wabamun Carbon Hub • Acquired a 45% equity interest in OnStream and agreed to act as OnStream’s preferred CO₂ transportation provider • Brought Fécamp offshore wind, Provence Grand Large, and Fox Squirrel Solar Phase 2 and 3 into service

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

Aligning executive compensation and shareholder return

Performance graph

The chart to the right shows the value of a $100 investment made on January 1, 2020, in Enbridge common shares, the S&P/TSX Composite Index and Enbridge’s compensation peer group at the end of each of the last five years (assuming reinvestment of dividends throughout the term) and shows the growth in total direct compensation for the NEOs reported in the summary compensation table over the same period. For the purpose of the graph, returns are shown in local currency.

Total direct compensation includes base salary, short-term incentive award paid, and the grant value of medium- and long-term incentive awards as disclosed in the summary compensation table. Average total direct compensation is taken by dividing the total direct compensation from the summary compensation table by the number of named executives in any given year. For 2024, the total direct compensation value for NEOs is 0.76% of our adjusted earnings of $6,037 million.

The total return on Enbridge common shares has been positive from 2020 through 2024, recovering from a reduction in economic activity and demand for energy in 2020. Average total direct compensation paid to the NEOs corresponds to the movement of Enbridge’s shareholder return over the same period.

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2024 compensation decisions

Market review

In 2024, the HRC Committee engaged Mercer to gather and assess current market compensation data for the NEOs to validate that our programs are appropriate and market competitive. This assessment indicated that the NEOs’ total direct compensation continues to lag the compensation peer group median year over year.

Base salary

Base salary is the principal fixed source of cash compensation provided to the President & CEO and other NEOs. Base salary reflects each executive’s level of responsibility, capabilities and experience in the context of

their role and the market. Base salaries are reviewed annually and increases may be provided when an executive assumes increased responsibilities or significantly deepens their knowledge and expertise, or when there is a material change in the compensation levels of comparable roles in the compensation peer group.

Mr. Hedgebeth was a new NEO in 2024 and his base salary was set relative to the scope and responsibilities of his role, with consideration for external market data and internal equity.

Effective April 1, 2024, all NEOs received base salary increases that aligned with the approved merit budget.



Executive	Base salary increase April 1, 2024 (%)		Base salary at December 31, 2024¹ ($)

Gregory L. Ebel		3.7%		2,013,480

Patrick R. Murray		4.0%		764,400

Cynthia L. Hansen		4.0%		979,414

Colin K. Gruending		4.0%		910,000

Reginald D. Hedgebeth		4.0%		972,223

¹	U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.

Short-term incentive

STIP awards are designed to align with goals to drive collective outcomes across the business. In 2024, the HRC Committee approved the shift to one company scorecard shared by all employees, with certain variability of business unit financial performance. This approach simplifies and streamlines the process of goal setting, measurement and tracking of performance, while increasing alignment, teamwork and collaboration across the organization. For our NEOs, STIP will be weighted 85% on the new Enbridge scorecard, reflecting key financial and non-financial results, and 15% on individual performance tied to measurable high-priority and results-focused goals that align to our strategic plan.

•

Financial objectives are based on DCF per share and EBITDA relative to near-term business priorities and financial results for the organization.

•

Non-financial objectives include safety, operational performance and key strategic objectives in line with the interests of clients, employees, shareholders and other stakeholders.

•

Individual performance objectives are established to align with financial, strategic, and operational priorities related to contributions to the overall organization. The President & CEO’s objectives are discussed with the Board and approved by the HRC Committee. Individual objectives for other NEOs are set in consultation with the President & CEO, that include customer and operational strategic outcomes important to each executive’s role and accountabilities.

The HRC Committee approved the application of the following Enbridge scorecard metrics in 2024, that determined 85% of total STIP outcome for our NEOs:



Metrics	Description	Weight	2024 Result	Status
Enterprise financial performance	• DCF per share target, threshold, and maximum were set using the external financial guidance range. For any payout to occur, Enbridge must achieve threshold performance, and for a maximum payout to occur, Enbridge must achieve the top of the guidance range, which allows for appropriate stretch in the plan	40%	• DCF per share¹ achieved within the guidance range • Demonstrates Enbridge as a secure investment to our shareholders through the strength of our performance, full value recognition of our assets, and supports our annual dividend growth rate

Business unit financial performance	• Quantitative assessment of business unit performance is measured by EBITDA	25%	• EBITDA outcome highlights our ability to maintain strong cost control to ensure operating budgets are managed responsibly
			Central Functions² Liquids Pipelines Gas Transmission
Safety	• Quantitative assessment of serious injury frequency (“SIF”), total recordable injury frequency (“TRIF”), process safety performance (“PSEF”)	17.5%	• Despite strong overall safety results tied to our metrics, the HRC Committee used their discretion to reduce the overall safety score for employees, and to make an additional downward adjustment for executives in acknowledgement of the severity of fatalities in the year

Strategy & execution	• Cost performance against approved threshold, target, and maximum goals at the start of the year on a total project cost at completion basis • Forecast portfolio return (weighted average) of approved projects against approved return • Represents quantitative assessment of progressive reduction of GHG emissions intensity from our operations (Scope 1 and 2) towards achieving our target of a reduction of 35% by 2030 • Strengthen inclusion in our workforce³ • Cyber protection measured by percent click rate (that fell victim to) in phishing compliance simulation	17.5%	• Cost performance achievement was slightly above target and the outcomes were bolstered by strong forecasted portfolio results • Drives the efficient design, construction and operation of major projects • Displays our continued commitment to progressing sustainability

2024 Enbridge scorecard		100%	• Central Functions 152% • Liquids Pipelines 156% • Gas Transmission & Midstream 153%

DCF per share is a non-GAAP measure; this measure is defined and reconciled in the Non-GAAP and other financial measures section of Appendix B. For incentive compensation purposes, adjusted DCF per share also includes certain adjustments for events or circumstances not contemplated at the time the performance metrics were originally established – see the Non-GAAP and other financial measures section of Appendix B.

²	Central Functions scorecard is the weighted average of EBITDA of all business units.

All percentages or specific goals regarding inclusion are aspirational goals which we intend to achieve in a manner compliant with state, local, provincial and federal law, including but not limited to, executive orders, US federal regulations, the Equal Employment Opportunity Commission and the Department of Labor guidance.

Short-term incentive award breakdown and calculations

The following illustrates the two components of STIP, weighted 85% on the Enbridge scorecard with variability of business unit financial performance and 15% on individual performance, tied to goals that align to our strategic plan. Actual STIP awards are earned between 0-200% of the target award based on achievement of the applicable performance components.

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Calculated STIP outcomes for each NEO, as shown below, are determined using the Enbridge scorecard result, which will differ by each business unit EBITDA result, and individual amounts, which are differentiated based on individual actions and contributions that align to our strategic plan. Mr. Ebel’s individual performance is discussed with the Board and approved by the HRC Committee, taking into consideration the Company’s financial and strategic priorities. All other NEOs achievements are reviewed by the President & CEO and based on meeting specific individual and/or team goals. See the 2024 accomplishments for each NEO described under “Executive profiles” starting on page 42.



Executive	Base salary ($)¹		STIP target (%)		Target award ($)¹		Enbridge scorecard award ($)¹			Individual award ($)^1,6		Actual award ($)¹		Payout as a % of target

Gregory L. Ebel		2,013,480		145%		2,919,546		4,101,962	²		656,898		4,758,860		163%

Patrick R. Murray		764,400		100%		764,400		987,605	³		166,257		1,153,862		151%

Cynthia L. Hansen		979,414		100%		979,414		1,273,728	⁴		235,059		1,508,788		154%

Colin K. Gruending		910,000		100%		910,000		1,206,660	⁵		204,750		1,411,410		155%

Reginald D. Hedgebeth		972,223		90%		875,001		1,130,501	³		177,186		1,307,687		149%

¹	U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.

²	As President & CEO, Mr. Ebel oversaw the overall organization, his business unit EBITDA metric was based on the composite measure of the enterprise EBITDA and Mr. Ebel’s overall scorecard resulted in 165%.

³	Mr. Murray’s and Mr. Hedgebeth’s business unit EBITDA metric is tied to Central Functions as a weighted average of EBITDA of all business units.

⁴	Ms. Hansen’s business unit EBITDA metric is tied to Gas Transmission and Midstream.

⁵	Mr. Gruending’s business unit EBITDA metric is tied to Liquids Pipelines.

⁶	Individual awards are differentiated based on meeting specific contributions that align to our strategic plan.

The HRC Committee retains discretion to:

•

change performance measures, scorecards and the award levels when it believes it is reasonable to do so, considering matters such as key performance indicators, performance relative to our compensation peer group, market conditions, and the business environment in which the performance was achieved

•

approve positive or negative adjustments to the calculated STIP award to reflect extraordinary events and other factors not contemplated in the original measures or targets

•

assess the strength of the performance metrics and determine the overall company performance payout

In 2024, management recommended a downward adjustment to the safety results for employees and a further reduction for executives which was approved by the HRC Committee to emphasize the importance of individual and collective responsibility in ensuring safe operations. No further discretionary adjustments were made beyond standard normalizations to performance measures and scorecards.

Medium- and long-term incentives

Enbridge’s medium- and long-term incentives for executives includes three primary vehicles: PSUs, RSUs and ISOs. The long-term incentive plan (“LTIP”) target mix is PSUs (60%), RSUs (20%), and ISOs (20%).

Weighting the majority of the LTIP target mix with PSUs aligns to our compensation philosophy and motivates NEOs to focus on performance conditions including Enbridge’s three-year financial outlook, TSR relative to our performance peer group, and progressing sustainability. Payout is not guaranteed, and their value is determined based on each metric’s guidance range and specific performance criteria.

Enbridge’s medium- and long-term incentives are forward-looking compensation vehicles, and as such, grants are considered part of the compensation for the year of grant and onward instead of in recognition of prior performance or previously granted awards. The various awards that apply to executives have different terms, vesting conditions, and performance criteria, mitigating the risk that executives produce only short-term results. This approach also benefits shareholders and helps maximize the ongoing retentive value of the medium- and long-term incentives granted to executives.

Medium- and long-term incentive awards were granted in 2024 under the Enbridge Inc. 2019 Long Term Incentive Plan (“2019 LTIP”).

The table below outlines the medium- and long-term incentive plans used in 2024:



	PSUs	RSUs	ISOs

Term	Three years	Three years	10 years

Description	Phantom shares/units with performance conditions that affect the payout	Phantom shares/units	Options to acquire Enbridge shares For U.S. participants, awards are granted in non-qualified options that do not meet the requirements of Section 422 of the U.S. Internal Revenue Code

Frequency	Granted annually	Granted annually	Granted annually

Performance conditions	DCF per share growth relative to a target set at the beginning of the term (45% weight)	n/a	Stock price appreciation from date of grant
	TSR performance relative to performance peer group (45% weight)
	GHG emissions intensity reduction (10% weight)

Vesting	Units cliff vest at the end of the term, including dividend equivalents as additional units	Units cliff vest at the end of the term, including dividend equivalents as additional units	Options vest 25% per year over four years, starting on the first anniversary of the grant date

Payout	Paid out in cash based on market value of an Enbridge share at maturity, subject to adjustment from 0-200% based on achievement of the performance conditions above	Settled in shares at the end of the term	Participant acquires Enbridge shares at the exercise price defined as fair market value at the time of grant

Each year the HRC Committee establishes annual equity award guidelines for all executives, including the NEOs, as a percentage of base salary based on market data for our compensation peers. From time to time, NEOs may receive a long-term equity incentive award above or below the target value based on the HRC Committee’s assessment of the prior year’s performance and the Company’s size, scope, and complexity relative to the peer group companies. The table below shows the medium- and long-term incentive targets (as a percentage of base salary) as well as the grant target for each vehicle. PSUs, RSUs, and ISOs have a 60%/20%/20% target mix. See summary compensation table on page 49 for details of the grant date fair value of the actual awards granted.



Executive	Medium- and long-term incentives target		Annual grant target
Executive	Medium- and long-term incentives target		PSUs		RSUs		ISOs

Gregory L. Ebel		650%		390%		130%		130%

Patrick. R. Murray		425%		255%		85%		85%

Cynthia L. Hansen		425%		255%		85%		85%

Colin K. Gruending		425%		255%		85%		85%

Reginald D. Hedgebeth		350%		210%		70%		70%

Performance stock units

PSUs are granted annually, in the first quarter of the year, and vest at the end of the third year. The achievement of pre-established and specific performance measures are certified on the maturity date, and the executives’ potential payout at the end of the performance period can range from 0% to 200% of the target award depending on the level of achievement of the performance measures. The final Enbridge share price for payout is the volume weighted average trading price of Enbridge shares on the TSX or NYSE for the 20 trading days immediately preceding the maturity date, on which performance is certified. These award payouts are made in cash.

2024 performance stock unit grant

The following performance metrics and weightings were used for the 2024 PSU grant:



Metrics	Description	Weight

DCF per share growth	Represents a commitment to Enbridge shareholders to achieve DCF growth that demonstrates Enbridge’s ability to deliver on its growth plan and continued dividend increases. Measurement against Enbridge’s long-range plan, as well as against industry growth rates, differentiates this metric compared to its use in the STIP, which is based on the one-year external guidance range. The different measurement periods are designed to minimize overlap between Enbridge’s compensation programs. Furthermore, DCF per share growth comprises only 45% of the overall PSU plan and 40% of the STIP scorecard.		45	%

Relative TSR	Enbridge compares itself against a performance peer group of Canadian and U.S. companies with a similar business and/or geographic mix to Enbridge and reflects the market’s perception of our overall performance relative to our peers over the three-year award term.		45	%

GHG emissions intensity reduction	The GHG emissions intensity reduction targets are based on the estimated intensity and corresponding percent GHG emissions reduction from our operations in the target year relative to a 2018 baseline. The GHG emissions intensity reduction metric reinforces our commitment to reduce the emissions intensity from our operations (Scope 1 and 2) by 35% by 2030. Enbridge’s performance against our emissions reduction goals is provided in our annual Sustainability Report and associated Datasheet.		10	%

As Enbridge has grown and evolved to pursue our low-risk pipeline/utility-like business strategy, our peer group has evolved to include a greater proportion of gas and electric utility company. The most relevant performance peer group for Enbridge includes a 75% weighting on midstream companies and a 25% weighting on utility companies. The PSU performance peer group used in 2024 was unchanged from 2023 and is outlined below:



Performance peer group: relative TSR

Canada

Canadian Utilities Limited Class A		Pembina Pipeline Corporation

Fortis Inc.		TC Energy Corporation

U.S.

CenterPoint Energy, Inc.		NiSource Inc.

Dominion Energy Inc.		ONEOK, Inc.

DTE Energy Company		PG&E Corporation

Duke Energy Corporation		Plains All American Pipeline, L.P.

Energy Transfer LP		Sempra Energy

Enterprise Products Partners L.P.		The Southern Company

Kinder Morgan, Inc. Class P		The Williams Companies, Inc.

NextEra Energy, Inc.

The mechanics of the 2024 PSU grant are illustrated below:

LOGO

Performance between the thresholds will result in a performance multiplier interpolated on a linear basis.

2022 performance stock unit payout

The PSUs granted in February 2022 have a performance period that ended December 31, 2024. The HRC Committee approved the 2022 PSU grant payout with an overall performance multiplier result of 1.0x based on exceeding our three-year DCF per share compound growth targets (2.0x), and compared our TSR to a Board approved performance peer group, which delivered a relative weighted TSR in the 23^rd percentile over the three-year term (0.0x).

Multiplier¹

DCF per share

compound growth²

Multiplier¹

TSR

Threshold

0.5x

2.5%

0.0x

at or below 25^th percentile

Target

1.0x

4.0%

1.0x

at median

Maximum

2.0x

5.0%

2.0x

at or above 75^th percentile

Actual

2.0x

6.0%

0.0x

23^rd percentile

¹	Performance between the thresholds in this table results in a performance multiplier calculated on a linear basis.

Adjusted DCF per share is based on operating cash flows and is a non-GAAP measure, which is defined and reconciled in the Non-GAAP and other financial measures section of Appendix B. For incentive compensation purposes, adjusted DCF per share also includes certain adjustments for events or circumstances not contemplated at the time the performance metrics were originally established – see the Non-GAAP and other financial measures section of Appendix B.

The performance outcome resulted in the following cash payouts in early 2024:

Executive¹

PSUs
granted
(#)

Notionally
reinvested
dividends
(#)

Total
PSUs
(#)

Performance
multiplier

Final
share
price²
($)

Payout
($)

Patrick. R. Murray

8,700

1,834

10,534

1.0x

63.64

670,384

Cynthia L. Hansen

32,020

6,749

38,769

1.0x

63.64

2,467,321

Colin K. Gruending

30,990

6,532

37,522

1.0x

63.64

2,387,954

¹	Mr. Ebel and Mr. Hedgebeth did not receive PSUs granted in February 2022 because they were not serving as executives at that time.

²	The volume weighted average share price of an Enbridge share on the TSX for the 20 trading days immediately preceding the maturity date February 11, 2025, on which performance was certified.

Restricted stock units

RSUs are granted annually, in the first quarter of the year, and vest after three years. These awards are settled in Enbridge shares at the end of the term. The final settlement price at the end of the term is the volume weighted average trading price of Enbridge shares on the TSX or NYSE for the last 20 trading days before the end of the term.

Incentive stock options

ISOs provide executives an opportunity to buy Enbridge shares at some point in the future at the exercise price defined at the time of grant.

ISOs are typically granted annually, in the first quarter of the year. ISOs vest annually in equal instalments over a four-year period. The maximum term of an ISO is 10 years, but the term can be reduced if the executive leaves Enbridge as described in the “Termination provisions of equity compensation plans” section on page 59. The exercise price of an ISO is the closing price of an Enbridge share on the listed exchange on the last trading day before the grant date. The grant date will be no earlier than the third trading day after a trading blackout period ends. ISOs are never backdated or re-priced. ISOs may be granted to executives when they join Enbridge, typically effective on the executive’s date of hire. If the hire date falls within a blackout period, the grant is delayed until after the end of the blackout period.

Share ownership

It is important for the NEOs to have a meaningful equity stake in Enbridge. Owning Enbridge shares is a tangible way to align the interests of executives with those of Enbridge shareholders.

Executives can acquire Enbridge shares by participating in the employee savings plan, exercising stock options, retaining shares from vested RSUs, or by making investments in Enbridge shares. Unvested RSUs, personal holdings and Enbridge shares held in the name of a spouse, dependent child or trust, all count toward meeting the guidelines. PSUs and unexercised stock options do not count toward meeting the guidelines.

To enhance our governance practices, the share holding requirements for each of our executives increased by 33% effective January 1, 2024, to eight times base salary for our President & CEO, and to four times base salary for Executive Vice Presidents.

Mr. Ebel, Ms. Hansen, and Mr. Gruending have exceeded the current requirements as of December 31, 2024. Mr. Murray and Mr. Hedgebeth have four years from their appointment dates to meet the share ownership requirements. Details on shares held can be found in the NEO profiles below.

Executive profiles

The following pages will profile our NEOs, providing:

•

a summary of each executive’s accomplishments in 2024

•

share ownership

•

2024 actual pay mix (2024 base salary, STIP with respect to 2024, and medium- and long-term incentives granted in 2024, using the grant date fair value). Each NEOs target reflects the level of responsibility associated with their role, as well as competitive practice, and is established as a percentage of base salary.

The values provided in the profiles are also reflected in the summary compensation table on page 49.


Greg Ebel

President & CEO Effective date in role: January 1, 2023 Location: Houston, Texas Length of service¹ 2 years ¹ Prior to his appointment as President & CEO, Mr. Ebel held the position of Chair of the Enbridge Board since 2017. Prior to his role as Chair of the Board, Mr. Ebel served as Chairman, President & CEO of Spectra Energy Corp from 2009 until February 27, 2017.	Mr. Ebel serves as the President & CEO and is responsible for setting and executing Enbridge’s strategic priorities.
	2024 accomplishments
	• Delivered strong safety, integrity and reliability programs and continued to enhance our safety programs, including contractor safety management and damage prevention • Exceeded EBITDA guidance and achieved DCF per share guidance through strong operational, commercial and cost management performance • Maintained a strong balance sheet and high investment credit rating, while completing the $19 billion U.S. natural gas utility acquisitions and related financing ahead of target schedule • Increased 2025 quarterly dividend by 3%, reflecting the 30^th consecutive annual increase • Placed $5 billion of secured growth capital into service • Secured $8 billion of accretive organic projects, which increased secured backlog to $26 billion, including highly strategic offshore oil and natural gas pipelines, final investment decision on Tennessee Ridgeline Expansion, Sequoia Solar, Orange Grove and Fox Squirrel Phases 2 and 3, expansion of the Gray Oak Pipeline, and the Blackcomb Pipeline • Strengthened relationships with Indigenous and neighboring communities; proposed Seven Stars Energy Project in southern Saskatchewan, further strengthening our Indigenous relationships in the region • Advanced more than $20 billion of acquisitions including three natural gas utilities in the U.S., 19% equity stake in the Whistler Pipeline joint venture, 15% interest in the DBR natural gas system, and additional marine docks and land space adjacent to the EIEC to support future U.S. Gulf Coast expansion • Executed divestiture of Enbridge interests at premium valuations releasing capital for redeployment, including the $3.1 billion divestiture of interests in the Alliance Pipeline and Aux Sable • Achieved strong volumes on Liquids Mainline, Gray Oak, and at EIEC • Mainline tolling agreement approved by the Canada Energy Regulator (“CER”) • Reached favourable settlements on Texas Eastern, Saltville Gas Storage, Algonquin Gas Transmission and the U.S. portion of Maritimes & Northeast • Reliably operated Line 5 for customers and society in the face of opposition in certain states • Approval received for strategic maintenance work on Line 5 in northern Wisconsin • Delivered on significant customer engagement across business lines • Engaged in significant shareholder outreach and realized top-rated investor relations program results • Engaged in significant public policy advocacy with Canadian and U.S. governments to enhance the Company’s reputation and brand • On track with 2030 GHG emissions intensity reduction target
	2024 actual pay mix

	Enbridge share ownership

	Actual share ownership²	Minimum requirement	Ownership requirements achieved

	20x	8x	Yes

	²See Share ownership on page 42 for more information

President & CEO compensation

Greg Ebel was appointed our President & CEO effective January 1, 2023, and is primarily responsible for executing our long-term business strategy. In 2024, Mr. Ebel was instrumental in building on Enbridge’s legacy as a diversified energy delivery company and positioning Enbridge to be the first-choice energy provider in North America. Under his leadership, the Company continued to deliver on its strategic priorities of expanding and modernizing our conventional business.

Enbridge recently announced a 3% increase in dividends for shareholders effective March 1, 2025 — our 30^th consecutive annual dividend increase — demonstrating that dividend increases remain an important part of our shareholder value proposition. In 2024, Mr. Ebel played a key role in securing accretive, organic projects and highly strategic acquisitions, including three premier U.S. based utilities, creating the largest (by volume) North American natural gas utility franchise, and natural gas and liquids assets in the Permian Basin and U.S. Gulf Coast, connected to Enbridge’s existing infrastructure, extending and optimizing our customer service offering.

In setting Mr. Ebel’s compensation for 2024, the HRC Committee considered the salary levels and incentive opportunities of CEOs of our North American peers. Consistent with our pay-for-performance philosophy and in alignment with shareholder interests, his incentive pay is based on how the Company performs relative to those peers, and against the Company’s financial and strategic objectives. For 2024, the HRC Committee approved a base salary, STIP and LTIP opportunities that closely aligned with the median of our peers.

In 2024, the HRC Committee also considered that our President & CEO was critical to the success of Enbridge, including the integration of three new utility businesses, and his continued support to connect millions of people to the energy they rely on through our natural gas, oil and renewable power networks, while pursuing our emissions reduction goals.

Aligning President & CEO compensation to shareholder value

Enbridge’s compensation programs are designed to deliver value to Enbridge shareholders not only in the near-term, but also through long-term achievement of our strategic priorities.

The chart below illustrates the value of a $100 investment made on January 1, 2022 in Enbridge common shares at the end of each of the last three years (assuming reinvestment of dividends throughout the term) and shows the growth in total direct compensation for the President & CEO. The CEO’s total direct compensation is reported in the summary compensation table for Mr. Ebel for the years ended 2024 and 2023, and reported in the previously disclosed summary compensation table for the former President & CEO for the year ended 2022 (including base salary, short-term incentive award paid, and the grant value of medium- and long-term incentive awards).

The total return on Enbridge common shares has been positive over the past three years. Total direct compensation paid for the role of President & CEO has also increased over the same period in line with market. The HRC Committee reviewed the relationship of President & CEO pay to TSR over the past three years and determined they were appropriately aligned.

LOGO


Patrick R. Murray

Executive Vice President & Chief Financial Officer Effective date in role July 1, 2023 Location: Calgary, Alberta Length of service: 27 years	Mr. Murray is responsible for all corporate financial affairs of the Company including financial planning and reporting, tax, treasury, financial risk management, and technology and information services.
	2024 accomplishments
	• Stewarded the Company’s financial performance to achieve greater than budgeted results, surpassing the top end of EBITDA recast guidance range • Raised approximately $13.6 billion of long-term debt, hybrid and equity financing on attractive terms, in support of the Company’s growth and acquisition program • Stewarded the closing of the $19 billion acquisition of three premier U.S. natural gas utilities and related financing ahead of target schedule • Maintained a strong balance sheet and investment grade credit ratings • Executed divestiture of Enbridge interests at attractive valuations, releasing capital for redeployment, including the $3.1 billion divestiture of interests in the Alliance Pipeline and Aux Sable • Supported key transactions to advance Enbridge’s long-term growth strategy, including acquisitions of natural gas and liquids assets in the Permian Basin and U.S. Gulf Coast, sanctioning Sequoia Solar, Orange Grove and Fox Squirrel Phase 2 and 3 and completing the acquisition of Morrow Renewables • Developed the 2025 budget, financing plan, and three-year outlook • Engaged in significant shareholder outreach and maintained top-rated investor relations program results • Implemented senior management rotations to develop bench strength and succession planning • Successfully enabled a seamless transition of the TIS oversight function and continued strong employee engagement scores in the Finance and TIS teams
	2024 actual pay mix

	Enbridge Shares held

	Actual share ownership¹	Minimum required	Ownership requirements achieved

	1x	4x	No. Mr. Murray had met the share ownership requirements of his previous role, and has four years from July 1, 2023, the effective date of his current role, to meet the share ownership requirements.
	¹See Share ownership on page 42 for more information


Cynthia L. Hansen

Executive Vice President & President, Gas Transmission & Midstream Effective date in role: March 6, 2022 Location: Houston, Texas Length of service: 25 years	Ms. Hansen is responsible for Enbridge’s natural gas transmission and midstream business across North America.
	2024 accomplishments
	• Delivered strong business unit safety and environmental performance • Exceeded business unit EBITDA budget through solid operational performance • Reached favourable settlements on Texas Eastern, Saltville Gas Storage, Algonquin Gas Transmission and the U.S. portion of Maritimes & Northeast • Delivered system reliability with completion of 100% of critical system preventative maintenance, hurricane, and winterization work • Advanced Texas Eastern Modernization with replacement of 12 reciprocating compressors with two new lower emission / high reliability units and obtained approval for fourth phase • Achieved 100% revenue contract renewal rate on our major pipelines • Advanced capital opportunities including final investment decision on Tennessee Ridgeline Expansion, Texas Eastern Venice Extension, T-North Expansion (Aspen Point), Woodfibre LNG, T-South Expansion (Sunrise), Appalachia to Market II, Sparta, Canyon System Pipelines, Longview RNG and Lexington RNG • Completed acquisition of Tomorrow Renewables, which includes six operating landfill-to-gas facilities in Texas and Arkansas • Entered into the Whistler Pipeline joint venture with WhiteWater/I Squared Capital and MPLX, as well as interest in the DBR pipeline system, and sanctioned Blackcomb Pipeline, for natural gas pipeline and storage assets connecting Permian Basin natural gas supply to the growing U.S. Gulf Coast demand • Agreed to acquire 45% interest in OnStream CO₂ LLC, which is developing carbon capture and sequestration projects along the southern coast of Louisiana (in collaboration with Liquids Pipelines) • Exceeded sustainability performance goals including reduction of GHG emissions intensity • Advanced lower-carbon solutions both directly and with customers, including investments and pilot projects in RNG, hydrogen, carbon capture and storage and other technology innovations • Integrated recently acquired assets including Tres Palacios, Tomorrow RNG, Aitken Creek • Executed divestiture of interests in the Alliance Pipeline and Aux Sable
	2024 actual pay mix

	Enbridge Shares held

	Actual share ownership¹	Minimum required	Ownership requirements achieved

	18x	4x	Yes

	¹See Share ownership on page 42 for more information


Colin K. Gruending

Executive Vice President & President, Liquids Pipelines Effective date in role: October 1, 2021 Location: Calgary, Alberta Length of service: 25 years	Mr. Gruending is responsible for Enbridge’s crude oil and liquids pipeline business across North America.
	2024 accomplishments
	• Exceeded business unit safety targets for reductions in employee and contractor injuries and motor vehicle incidents • Significantly exceeded business unit reliability and environmental performance targets with strong risk management practices • Significantly exceeded business unit EBITDA budget, delivering $9.7 billion through strong operational performance and system wide throughput optimization with record throughput on multiple systems • Received approval of the Mainline Tolling Settlement from the CER • Exceeded Mainline volumes budget, delivering ~3,061kbpd despite a more competitive environment for Western Canada Sedimentary Basin egress • Reliably operated Line 5 for customers and society in the face of opposition in certain states • Executed robust system integrity management program on time and budget • Re-contracted the Southern Lights and Bakken Pipeline systems following successful open seasons • Expanded our U.S. Gulf Coast liquids super-system by sanctioning 2.5 million barrels of additional storage at EIEC, sanctioning a 120kbpd expansion of the Gray Oak Pipeline, and acquiring additional marine docks and land adjacent to EIEC • Further advanced a portfolio of lower-carbon hub investments towards 2025 final investment decisions • Exceeded sustainability performance goals including reduction of GHG emissions intensity • Strengthened relationships with Indigenous and neighboring communities; proposed Seven Stars Energy Project in southern Saskatchewan, further strengthening our Indigenous relationships in the region
	2024 actual pay mix

	Enbridge Shares held

	Actual share ownership¹	Minimum required	Ownership requirements achieved

	9x	4x	Yes

	¹See Share ownership on page 42 for more information


Reginald D. Hedgebeth

Executive Vice President, External Affairs & Chief Legal Officer Effective date in role: January 1, 2024 Location: Houston, Texas Length of service: 1 year	Mr. Hedgebeth is responsible for Law, Public Affairs, Communications & Sustainability (“PACS”), Corporate Security and Aviation.
	2024 accomplishments
	• Led organizational change through workforce reductions and restructuring, maintaining business continuity and high team engagement • Unified Legal, PACS, Aviation and Enterprise Security teams, aligning objectives and driving operational efficiency • Achieved a 10% reduction in spend in Legal and PACS by streamlining operations and optimizing internal resources • Secured regulatory approvals for the acquisition of three premier U.S. natural gas utilities and advanced permitting for a number of projects in Canada and the U.S. • Supported integration of U.S. natural gas utility assets, ensuring seamless governance and operational transition • Advanced Tennessee Ridgeline Expansion, Canyon, T-North Expansion (Aspen Point), T-South Expansion (Sunrise), and other key projects by securing regulatory approvals and negotiating complex agreements • Reached favourable settlements on Texas Eastern, Saltville Gas Storage, Algonquin Gas Transmission and the U.S. portion of Maritimes & Northeast • Engaged with federal, provincial, and state officials to advance key regulatory and permitting initiatives • Improved corporate reputation with double-digit gains in brand trust and responsibility through targeted campaigns • Addressed security risks through facility upgrades and audit-driven corrective actions, reducing vulnerabilities significantly • Expanded the drone inspection program, reducing costs and improving facility safety • Introduced productivity improvements, including artificial intelligence tools, thereby streamlining workflows and enhancing productivity • Expanded digital outreach through social media, custom podcasts, and executive visibility initiatives • Expanded mentorship and leadership programs, enhancing succession planning and cross-functional development • Strengthened relationships with Indigenous stakeholders, fostering collaboration on critical projects • Supported Indigenous partnerships and equity initiatives, advancing commitments under the Indigenous Reconciliation Action Plan • Aligned external affairs and legal strategies with sustainability objectives that were incorporated into the 23^rd Annual Sustainability Report, reinforcing Enbridge’s leadership in responsible energy development
	2024 actual pay mix


	Enbridge Shares held

	Actual share ownership¹	Minimum required	Ownership requirements achieved

	0x	4x	No. Mr. Hedgebeth has four years from January 1, 2024, the effective date of his current role, to meet the share ownership requirements

	¹See Share ownership on page 42 for more information

2024 summary compensation table

The table below shows the total amounts that Enbridge and its subsidiaries paid and granted to the NEOs for the years ended December 31, 2024, 2023, and 2022. Amounts represented below for Mr. Ebel, Ms. Hansen, and Mr. Hedgebeth that were paid or granted in U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382, US$1 = C$1.3186, and US$1 = C$1.3550 in 2024, 2023, and 2022, respectively. Fluctuation in the exchange rates affect year-over-year comparability.



Name and principal position	Year		Salary¹ ($)		Stock- based awards² ($)		Option- based awards³ ($)		Non- equity incentive plan compen- sation⁴($)		Pension value⁵ ($)		All other compen- sation⁶ ($)		Total ($)

Gregory L. Ebel⁷ President & Chief Executive Officer		2024		1,995,601		12,736,743		3,184,176		4,758,860		848,000		259,083		23,782,463
Gregory L. Ebel⁷ President & Chief Executive Officer		2023		1,780,110		9,256,836		2,314,115		4,418,945		721,000		241,778		18,732,784

Patrick R. Murray Executive Vice President & Chief Financial Officer		2024		757,090		2,499,065		624,754		1,153,862		356,000		-		5,390,771
		2023		559,284		1,557,749		389,533		911,271		2,632,000		-		6,049,837
		2022		358,965		610,276		152,618		270,000		324,000		30,778		1,746,637

Cynthia L. Hansen Executive Vice President & President, Gas Transmission & Midstream		2024		970,045		3,201,986		800,477		1,508,788		709,000		29,771		7,220,067
		2023		833,507		2,523,448		630,803		1,450,544		1,296,000		26,108		6,760,410
		2022		724,160		6,310,923		561,450		1,129,396		2,091,000		106,898		10,923,827

Colin K. Gruending Executive Vice President & President, Liquids Pipelines		2024		901,298		2,975,053		743,753		1,411,410		707,000		-		6,738,514
		2023		840,145		2,494,351		623,618		1,553,125		1,361,000		-		6,872,239
		2022		720,244		5,173,859		543,448		957,405		855,000		20,775		8,270,731

Reginald D. Hedgebeth⁸ Executive Vice President, External Affairs & Chief Legal Officer		2024		962,926		2,617,527		654,381		1,307,687		295,000		29,771		5,867,292
		2023		248,908		1,318,619		-		349,691		81,000		-		1,998,218

¹	The amounts disclosed in this column include in-year adjustments to base salary.

²	The amounts disclosed in this column include the aggregate grant date fair value of PSUs and RSUs granted in 2024, 2023, and 2022. The value of PSUs and RSUs granted is determined by multiplying the number of PSUs and RSUs granted by the unit values in the table below:



Annual grants	C$		US$

February 14, 2024		46.37		34.19

February 15, 2023		53.06		39.77

February 16, 2022		52.61		41.30

Additional grants	C$		US$

September 30, 2023^a		-		33.19

August 8, 2023^b		48.08		-

September 30, 2022^c		53.96		40.10

Share-settled RSUs provided to Mr. Hedgebeth upon hire.

PSUs and share-settled RSUs provided to Mr. Murray upon his promotion to Executive Vice President & CFO in respect of the increase to his new medium-term incentive targets.

Share-settled RSUs provided to Ms. Hansen and Mr. Gruending.

The amounts in this column represent the grant date fair value of stock option awards granted to each of the NEOs, calculated in accordance with FASB ASC Topic 718. The value of the ISOs granted is determined by multiplying the number of ISOs granted by the stock option value. The grant date fair value of stock option awards is measured using the Black-Scholes option-pricing model, based on the following assumptions:



	February 2024				August 2023^a		February 2023				February 2022

Assumptions	C$		US$		C$		C$		US$		C$		US$

Expected option term		6 years		6 years		6 years		6 years		6 years		6 years		6 years

Expected volatility		19.772%		22.925%		20.967%		20.860%		23.501%		20.971%		23.589%

Expected dividend yield		8.108%		8.108%		7.351%		6.712%		6.712%		6.516%		6.516%

Risk free interest rate		3.544%		4.198%		3.497%		3.209%		3.910%		1.801%		1.981%

Exercise price		$46.37		$34.19		$48.08		$53.06		$39.77		$52.61		$41.30

Option value		$3.53		$3.58		$4.92		$5.53		$5.23		$4.75		$4.65

Stock options granted to Mr. Murray upon his promotion to Executive Vice President & CFO in respect of the increase to his new long-term incentive target.

⁴	The amounts disclosed in this column represent amounts paid under the STIP with respect to the 2024, 2023, and 2022 performance years. There are no long-term non-equity incentive plans within the compensation program.

⁵	The amounts disclosed in this column are equal to the compensatory change shown in the “Summary of defined benefits” table on page 61.

⁶	All Other Compensation for 2024 includes actual amounts not reported in any other column for each NEO.



Executive	Perquisites ($)^a		Matching contribution under retirement savings plan ($)^b		Total ($)^c

Gregory L. Ebel		229,312		29,771		259,083

Patrick. R. Murray		-		-		-

Cynthia L. Hansen		-		29,771		29,771

Colin K. Gruending		-				-

Reginald D. Hedgebeth		-		29,771		29,771

Perquisites may include excess flexible benefit credits, parking, relocation subsidies, executive medical expenses, personal security, personal use of the Company aircraft, financial counseling benefits, memberships, and other incidental compensation. For Mr. Ebel, this includes $120,857 associated with his housing accommodations while working in Canada. Perquisites for other NEOs are not reported in this column if the aggregate amount is less than C$50,000 or 10% of the total salary.

Retirement savings plan matching contributions reflect the Company contributions to the 401(k) plan for Mr. Ebel, Ms. Hansen, and Mr. Hedgebeth.

Total compensation does not include $606,863 paid on behalf of Mr. Ebel pursuant to the Company’s tax equalization program applicable to all eligible employees on work assignments outside their primary residence. The program is in accordance with the Canada/U.S. Tax Treaty to prevent double taxation for employees and will result in a refund to the Company post tax settlement in 2025.

⁷	Mr. Ebel joined Enbridge as President & CEO on January 1, 2023.

⁸	Mr. Hedgebeth joined Enbridge on September 17, 2023 and was appointed Executive Vice President, External Affairs & Chief Legal Officer effective January 1, 2024.

Executive compensation tables and other compensation disclosures

Outstanding option-based and share-based awards

The table below shows the option-based and share-based awards that were outstanding on December 31, 2024. The market value of unvested or unearned awards is calculated based on C$61.01 per share for awards denominated in Canadian dollars and US$42.43 for awards denominated in U.S. dollars, which are the closing prices of Enbridge shares on the TSX and NYSE on December 31, 2024. The market value of unvested or unearned awards denominated in U.S. dollars were each converted from U.S. dollars to Canadian dollars using the published WM/Reuters 4 pm London 2024 year-end exchange rate of US$1 = C$1.4382.



Executive		Option-based awards¹												Share-based awards
	Plan type	Grant date		Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiry date		Value of in-the-money unexercised options				Number of units that have not vested (#)		Market or payout value of units not vested² ($)		Market or value of vested share-based awards not paid out or distributed³ ($)
	Plan type	Grant date		Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiry date		Vested ($)		Unvested ($)		Number of units that have not vested (#)		Market or payout value of units not vested² ($)

Gregory L. Ebel	ISO		2/14/2024		618,436		US34.19		2/14/2034		-		7,328,942
Gregory L. Ebel	ISO		2/15/2023		335,560		US39.77		2/15/2033		320,931		962,792

	ISO⁴		2/16/2016		405,408		US28.87		2/16/2026		7,906,264		-

	RSU		2/14/2024												69,534		4,243,175

	RSU		2/15/2023												51,033		3,114,199

	PSU		2/14/2024												208,603		12,729,524

	PSU		2/15/2023												153,100		9,342,598

Patrick R. Murray	ISO		2/14/2024		176,984		46.37		2/14/2034		-		2,591,046
Patrick R. Murray	ISO⁵		8/8/2023		48,174		48.08		8/8/2033		155,729		467,161

	ISO		2/15/2023		27,580		53.06		2/15/2033		54,815		164,446

	ISO		2/16/2022		32,130		52.61		2/16/2032		134,946		134,946

	ISO		2/18/2021		37,050		43.81		2/18/2031		477,954		159,306

	ISO		2/20/2020		21,880		55.54		2/20/2030		119,684		-

	ISO		2/21/2019		32,970		48.30		2/21/2029		419,049		-

	ISO		2/27/2018		28,880		43.02		2/27/2028		519,551		-

	ISO		2/28/2017		35,960		55.84		2/28/2027		185,913		-

	ISO		3/2/2015		40,750		59.08		3/2/2025		78,648		-

	RSU		2/14/2024												14,468		882,712

	RSU⁵		8/8/2023												5,500		335,548

	RSU		2/15/2023												3,319		202,493

	RSU		2/16/2022												3,511		214,227

	PSU		2/14/2024												43,403		2,648,006

	PSU⁵		8/8/2023												16,499		1,006,576

	PSU		2/15/2023												9,969		608,185

	PSU		2/16/2022												-		-		670,384

Cynthia L. Hansen	ISO		2/14/2024		155,470		US34.19		2/14/2034		-		1,842,439
Cynthia L. Hansen	ISO		2/15/2023		91,470		US39.77		2/15/2033		87,484		262,445

	ISO		2/16/2022		118,200		52.61		2/16/2032		496,440		496,440

	ISO		2/18/2021		98,800		43.81		2/18/2031		1,274,520		424,840

	ISO		2/20/2020		105,000		55.54		2/20/2030		574,350		-

	ISO		2/21/2019		125,580		48.30		2/21/2029		1,596,122		-

	ISO		2/27/2018		115,380		43.02		2/27/2028		2,075,686		-

	ISO		2/28/2017		89,190		55.84		2/28/2027		461,112		-

	RSU		2/14/2024												17,481		1,066,757

	RSU		2/15/2023												13,912		848,942

	RSU		2/16/2022												12,919		788,206

	PSU		2/14/2024												52,442		3,200,138

	PSU		2/15/2023												41,736		2,546,826

	PSU		2/16/2022												-		-		2,467,321



Executive		Option-based awards¹												Share-based awards
	Plan type	Grant date		Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiry date		Value of in-the-money unexercised options				Number of units that have not vested (#)		Market or payout value of units not vested² ($)		Market or value of vested share-based awards not paid out or distributed³ ($)
	Plan type	Grant date		Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiry date		Vested ($)		Unvested ($)		Number of units that have not vested (#)		Market or payout value of units not vested² ($)

Colin K. Gruending	ISO		2/14/2024		210,695		46.37		2/14/2034		-		3,084,575

	ISO		2/15/2023		112,770		53.06		2/15/2033		224,134		672,387

	ISO		2/16/2022		114,410		52.61		2/16/2032		480,522		480,522

	ISO		2/18/2021		136,370		43.81		2/18/2031		1,759,182		586,382

	ISO		2/20/2020		121,740		55.54		2/20/2030		665,918		-

	ISO		2/21/2019		78,490		48.30		2/21/2029		997,608		-

	ISO		2/27/2018		45,170		43.02		2/27/2028		812,608		-

	ISO		2/28/2017		48,670		55.84		2/28/2027		251,624		-

	RSU		2/14/2024												17,224		1,050,817

	RSU		2/15/2023												13,588		829,023

	RSU		2/16/2022												12,508		763,090

	PSU		2/14/2024												51,670		3,152,385

	PSU		2/15/2023												40,777		2,487,775

	PSU		2/16/2022												-		-		2,387,954

Reginald D. Hedgebeth	ISO		2/14/2024		127,095		US34.19		2/14/2034		-		1,506,173

	RSU		2/14/2024												14,290		872,014

	RSU⁶		9/30/2023												32,981		2,012,618

	PSU		2/14/2024												42,870		2,616,043

¹	Each ISO award has a 10-year term and vests pro-rata as to one fourth of the option award beginning on the first anniversary of the grant date.

²	A performance multiplier of 1.0x has been used (PSUs only), based on achieving the target performance level as defined in the plan.

³	Reflects the payout value of the 2022 PSU grant, which vested on December 31, 2024, but will not be paid until March 2025. A performance multiplier of 1.0x is used.

⁴	Reflects outstanding stock options that were granted while Mr. Ebel served as Chairman, President & CEO of Spectra Energy.

⁵	Reflects additional LTI grants upon Mr. Murray’s promotion to Executive Vice President & CFO in respect of the increase to his new medium- and long-term incentive targets.

⁶	Reflects RSU grant upon Mr. Hedgebeth’s hire.

Value vested or earned in 2024



Executive	Value vested during the year				Value earned during the year
Executive	Option-based awards^1,2 ($)		Share-based awards^1,3,4 ($)		Non-equity incentive plan^1,5 ($)

Gregory L. Ebel		0		0		4,758,860

Patrick. R. Murray		86,333		865,315		1,153,862

Cynthia L. Hansen		65,455		8,039,134		1,508,788

Colin K. Gruending		90,346		6,636,465		1,411,410

Reginald D. Hedgebeth		0		0		1,307,687

¹	U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.

²	The values of the option-based awards are based on the following:



Grant date	Grant price	2024 vesting date	Closing price on 2024 vesting date or last trading day prior to vest date

2/20/2020	$55.54	2/20/2024	$46.56

2/20/2020	US$41.97	2/20/2024	US$34.44

2/18/2021	$43.81	2/18/2024	$46.46

2/18/2021	US$34.52	2/18/2024	US$34.42

2/16/2022	$52.61	2/16/2024	$46.46

2/16/2022	US$41.30	2/16/2024	US$34.42

2/15/2023	$53.06	2/15/2024	$45.81

2/15/2023	US$39.77	2/15/2024	US$34.01

8/8/2023	$48.08	8/8/2024	$53.21

³	Includes RSUs and dividend equivalents, that matured in 2024. The values of the share-based awards are based on the following:



Grant	Grant date	Grant price	2024 vesting date	Volume weighted average share price for the 20 trading days preceding the vesting date

2021 RSU	2/18/2021	$42.29	2/18/2024	$46.96

2021 RSU	2/18/2021	US$32.88	2/18/2024	US$35.12

2022 RSU	9/30/2022	$53.96	9/30/2024	$54.89

2022 RSU	9/30/2022	US$40.10	9/30/2024	US$40.59

⁴

Includes PSUs and dividend equivalents, that vested in 2024. The values of the share-based awards are based on a performance multiplier of 1.0x and the volume weighted average share price of an Enbridge share on the TSX for the 20 trading days immediately preceding the maturity date February 11, 2025, on which performance was certified.



Grant	Grant date	Grant price	2024 vesting date	Volume weighed average share price for the 20 trading days immediately preceding the maturity date

2022 PSU	2/16/2022	$52.61	12/31/2024	$63.64

⁵	Includes STIP, based on the Enbridge scorecard with variability of business unit financial performance and individual performance for the 2024 performance year.

Termination of employment and change-in-control arrangements

Employment agreements

Enbridge has employment agreements with all NEOs. The terms in the employment agreements are competitive and part of a comprehensive compensation package that assists in recruiting and retaining top executive talent.

The agreements generally provide payments for executives in the case of involuntary termination for any reason (other than for cause) or voluntary termination within 150 days after constructive dismissal, as defined in each agreement, and do not provide for any “single-trigger” severance payments upon a change in control of the Company. As a condition to receiving payments under the employment agreements upon a qualifying termination of employment, the executive must execute a general release of claims in favour of Enbridge and comply with the following restrictive covenants:



Confidentiality provision	Non-competition/solicitation	No recruitment

2 years after departure	1 year after departure	2 years after departure

Termination of employment scenarios

Compensation that would be paid to all NEOs pursuant to the terms of their existing executive employment agreements under various termination scenarios, including change in control (“CIC”), is described below.



Compensation component	Voluntary		Involuntary
	Resignation	Retirement	Termination not for cause or constructive dismissal	Termination following CIC

Base salary	None	None	Two times the current salary is paid in a lump sum

Short-term incentive	Payable in full if executive has worked the entire calendar year and remains actively employed on the payment date. Otherwise, none	Current year’s incentive prorated to retirement date	Two times the average short-term incentive award over the past two years is paid out in a lump sum plus the current year’s short-term incentive, prorated based on active service during the year of termination based on target performance

Medium- and long- term incentives	• PSUs and RSUs forfeited • Vested stock options must be exercised within 30 days of resignation or by the end of the original term (if sooner) • Unvested stock options are cancelled	• PSUs and RSUs granted prior to 2024 are prorated to retirement date and value is assessed and paid at the end of the usual term • PSUs and RSUs granted in 2024 and thereafter, are not prorated if the recipient is between the ages of 55-59 with 30+ years of service, or is age 60 and older at retirement date, otherwise are prorated to retirement date and value is assessed and settled at the end of the usual term, if the foregoing criteria are not met • Stock options granted prior to 2020 can be exercised for three years after retirement (or option expiry, if sooner) • Stock options granted in 2020 and thereafter continue to vest and can be exercised for five years after retirement (or option expiry, if sooner)	• PSUs and RSUs are prorated to date of termination (plus any applicable notice period) and value is assessed and paid/settled at the end of the usual term • Vested stock options must be exercised according to stock option terms • The in-the-money spread value of unvested stock options is paid in cash	• PSUs vest and the value is assessed and paid on performance measures deemed to have been achieved as of the change of control. RSUs vest and are share settled • All stock options vest and remain exercisable for 30 days following termination (or option expiry, if sooner)

Pension	No longer earns service credits		Additional two years of pension credit are added to the final pension calculation (three years for Mr. Hedgebeth)

Benefits	None	Post-retirement benefits begin	Two times the value of future benefits paid out in a lump sum

The amounts shown in the table below include the estimated incremental payments and benefits that would be payable to each of our NEOs as a result of the specified triggering event, assumed to occur as of December 31, 2024. The actual amounts that would be payable in these circumstances can be determined only at the time of the executive’s separation, would include payments or benefits already earned or vested and may differ from the amounts set forth in the table below. Amounts in U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.



Executive	Triggering event¹	Base salary² ($)		Short- term incentive³ ($)		Medium- term incentive⁴ ($)		Long- term incentive⁵ ($)		Pension⁶ ($)		Benefits⁷ ($)		Total payout ($)

Gregory L. Ebel	CIC		-		-		-		-		-		-		-
	Death		-		-		12,456,797		8,291,733		-		77,442		20,825,972
	Retirement		-		-		8,174,773		8,291,733		-		77,442		16,543,948
	Voluntary or for cause termination		-		-		-		-		-		77,442		77,442
	Involuntary termination without cause		4,026,960		8,837,890		12,456,797		8,291,733		3,421,000		180,130		37,214,510
	Involuntary or good reason termination after a CIC		4,026,960		8,837,890		12,456,797		8,291,733		3,421,000		180,130		37,214,510

Patrick R. Murray	CIC		-		-		-		-		-		-		-
	Death		-		-		5,897,748		3,516,905		-		29,400		9,444,053
	Voluntary or for cause termination		-		-		-		-		-		29,400		29,400
	Involuntary termination without cause		1,528,800		1,181,271		5,861,505		3,516,905		1,440,000		111,568		13,640,049
	Involuntary or good reason termination after a CIC		1,528,800		1,181,271		5,897,748		3,516,905		1,440,000		111,568		13,676,292

Cynthia L. Hansen	CIC		-		-		-		-		-		-		-
	Death		-		-		4,183,974		3,026,164		-		37,670		7,247,808
	Retirement		-		-		2,982,878		3,026,164		-		37,670		6,046,712
	Voluntary or for cause termination		-		-		-		-		-		37,670		37,670
	Involuntary termination without cause		1,958,828		2,579,940		4,183,974		3,026,164		2,314,000		125,976		14,188,882
	Involuntary or good reason termination after a CIC		1,958,828		2,579,940		4,183,974		3,026,164		2,314,000		125,976		14,188,882

Colin K. Gruending	CIC		-		-		-		-		-		-		-
	Death		-		-		8,283,090		4,823,866		-		35,000		13,141,956
	Retirement		-		-		4,265,583		4,823,866		-		35,000		9,124,449
	Voluntary or for cause termination		-		-		-		-		-		35,000		35,000
	Involuntary termination without cause		1,820,000		2,510,530		8,239,945		4,823,866		2,101,000		127,724		19,623,065
	Involuntary or good reason termination after a CIC		1,820,000		2,510,530		8,283,090		4,823,866		2,101,000		127,724		19,666,210

Reginald D. Hedgebeth	CIC		-		-		-		-		-		-		-
	Death		-		-		5,500,676		1,506,173		-		37,393		7,044,242
	Retirement		-		-		1,968,452		1,506,173		-		37,393		3,512,018
	Voluntary or for cause termination		-		-		-		-		-		37,393		37,393
	Involuntary termination without cause		1,944,446		699,383		5,464,872		1,506,173		1,223,000		140,081		10,977,955
	Involuntary or good reason termination after a CIC		1,944,446		699,383		5,500,676		1,506,173		1,223,000		140,081		11,013,759

¹	Mr. Ebel, Ms. Hansen, Mr. Gruending, and Mr. Hedgebeth are retirement eligible as of December 31, 2024. Retirement eligibility under Enbridge programs means age 55 or older.

²	Reflects a lump sum payment equal to two times the NEOs base salary in effect as at December 31, 2024.

Reflects a lump sum payment equal to two times the average of the short-term incentive award paid to the NEO in the two years preceding the year in which the termination occurs. In addition, the NEO would receive a short-term incentive payment for the current year reflected in the summary compensation table.

⁴

Represents the value of RSUs and PSUs that would vest and be settled in cash upon the triggering event, based on C$61.01 for awards granted in Canadian dollars and US$42.43 for awards granted in U.S. dollars, the closing price of an Enbridge share on the TSX and NYSE, respectively, on December 31, 2024, and assuming, in the case of PSUs, target performance. For PSUs and RSUs, severance period, as outlined in the executive employment agreement, counts towards active service when prorating for termination without cause.

⁵

Represents the “in-the-money value” of unvested ISOs as of December 31, 2024, that would be paid in cash (as a result of an involuntary termination without cause) or that would become vested (as a result of an involuntary or good reason termination after a CIC or retirement). In-the-money value is calculated based on C$61.01 for awards granted in Canadian dollars and US$42.43 for awards granted in U.S. dollars, the closing price of an Enbridge share on the TSX and NYSE, respectively, on December 31, 2024, less the applicable exercise price of the option.

⁶	Reflects the value of two additional years of pension credit for each of Messrs. Ebel, Murray and Gruending, and Ms. Hansen, and three additional years of pension credit for Mr. Hedgebeth.

⁷

Reflects a lump sum cash payment in respect of vacation carryover following the NEOs termination (as a result of death, retirement or a voluntary termination), or a lump sum cash payment in respect of the flex credit allowance and savings plan matching contributions that would have been paid by Enbridge over a period of two years following the NEOs termination (as a result of an involuntary termination without cause, or good reason termination after a CIC), plus vacation carryover and an allowance for financial and career counselling.

Additional equity compensation information

Enbridge shares used for purposes of equity compensation

Enbridge adopted the 2019 LTIP effective February 13, 2019, under which stock options were granted beginning in 2019 and share-settled RSUs granted beginning in 2022. The 2019 LTIP was approved by our shareholders at our 2019 annual meeting of shareholders.

Two prior stock option plans were approved by Enbridge shareholders in 2007, as Enbridge Inc. Incentive Stock Option Plan (2007), as revised (Incentive Stock Option Plan), and Enbridge Inc. Performance Stock Option Plan (2007), as amended and restated (2011) and further amended (2012 and 2014). No awards have been or will be granted under the Incentive Stock Option Plan or Performance Stock Option Plan after February 13, 2019, and all shares still available to be issued and not subject to awards under these prior stock option plans became available under the 2019 LTIP.

Shares reserved for equity compensation as of December 31, 2024

Plans approved by

security holders

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(#)

Weighted-average
exercise price
of outstanding options,
warrants and rights
($)

Number of securities remaining
available for future issue under
equity compensation plans
(excluding securities reflected
in column A)

(#)

2019 LTIP¹

23,529,305

51.07

^4,5

20,023,691

⁶

Incentive Stock Option Plan²

4,988,130

53.76

⁴

Spectra 2007 LTIP³

596,105

41.52

⁴

¹	Includes options and share-settled RSUs outstanding under the 2019 LTIP.

²	Includes options outstanding under the Incentive Stock Option Plan.

Awards granted under the Spectra 2007 LTIP were assumed by Enbridge at the closing of the Merger Transaction, as described in the “Assumed equity-based compensation awards from Spectra Energy” section. No further awards have been or will be granted under the Spectra 2007 LTIP following the closing of the Merger Transaction.

⁴	U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.

⁵	This weighted-average exercise price relates only to options granted under the 2019 LTIP. All other awards granted under the 2019 LTIP are deliverable without the payment of any consideration, and therefore these awards have not been considered in calculating the weighted average exercise price.

⁶	Represents 0.9192% of total issued and outstanding Enbridge shares as of December 31, 2024.

Awards granted and outstanding as of December 31, 2024



Awards outstanding	Number outstanding		Percentage of total issued and outstanding Enbridge shares

2019 LTIP¹		23,529,305		1.0802%

Incentive Stock Option Plan		4,988,130		0.2290%

Spectra 2007 LTIP – stock options²		596,105		0.0274%

¹	Includes options and share-settled RSUs outstanding under the 2019 LTIP.

²	Awards granted under the Spectra 2007 LTIP as described in the “Assumed equity-based compensation awards from Spectra Energy” section.

Plan restrictions – 2019 LTIP



Enbridge shares reserved for issue under the 2019 LTIP		49,700,000 in total, or 2.28% of Enbridge’s total issued and outstanding Enbridge shares as of December 31, 2024. The total number of Enbridge shares reserved for issuance to Insiders pursuant to all security-based compensation arrangements of the Company shall not exceed 10% of the number of Enbridge shares outstanding at the time of reservation.

Enbridge shares that can be issued in a one-year period		The total number of Enbridge shares issued to Insiders pursuant to all security-based compensation arrangements of the Company shall not exceed 10% of the number of Enbridge shares outstanding at the time of issuance (excluding any other Enbridge shares issued under all security-based compensation arrangements of the Company during such one-year period).

The number of Enbridge shares that can be issued as incentive stock options (within the meaning of the U.S. Internal Revenue Code)		Up to 2,000,000 Enbridge shares can be issued under the 2019 LTIP as Incentive Stock Options.

Stock options delivered to a greater than 10% shareholder		If an Incentive Stock Option is granted to a greater than 10% shareholder, the grant price will not be less than 110% of the fair market value on the grant date of the Incentive Stock Option, and in no event will such Incentive Stock Option be exercisable after the expiration of five years from the date on which the Incentive Stock Option is granted.

Minimum vesting		All awards shall be subject to a minimum vesting schedule of at least twelve months following the date of grant of the award, provided that vesting may accelerate in connection with death, retirement, a CIC or other termination of service. Notwithstanding the foregoing, up to 5% of the Enbridge shares available for grant under the 2019 LTIP may be granted with a minimum vesting schedule that is shorter than twelve months.

Annual burn rate



Stock options outstanding	2024		2023		2022

2019 LTIP		0.3356%		0.2223%		0.2071%

Incentive Stock Option Plan¹		-		-		-

Spectra 2007 LTIP – stock options²		-		-		-

¹	No grants have been made under this plan since 2018.

²	All grants under the Spectra 2007 LTIP were made by Spectra Energy prior to the Merger Transaction. No further awards have been or will be granted under the Spectra 2007 LTIP following the closing of the Merger Transaction.

Governance for making changes to the 2019 LTIP

To the extent permitted by applicable laws, the Board may amend, suspend or terminate the 2019 LTIP at any time without shareholder approval, provided that no amendment, other than an increase to the overall share limit, may materially and adversely affect any award outstanding at the time of the amendment without the affected participant’s consent.

Enbridge shareholder approval is required to implement any of the following changes:

•

increasing the overall share limit

•

reducing the grant, exercise or purchase price for any awards

•

the cancellation of any awards and the reissue of or replacement of such awards with awards having a lower grant, exercise or purchase price

•

removing or exceeding the limits of the 2019 LTIP on participation by insiders

•

the extension of the term of any award

•

allowing other than employees or non-employee directors of the Company or a subsidiary to become participants in the 2019 LTIP

•

allowing awards to become transferable or assignable other than by will or according to the laws of descent and distribution

•

changing the amendment provisions of the 2019 LTIP

Termination provisions of equity compensation plans

The termination provisions for equity compensation awards granted under the 2019 LTIP (as governed by the incentive stock option grant agreements and the restricted stock unit grant agreements), and the incentive stock option plan (2007), as revised are summarized below.



Reason for termination		Incentive stock option provisions¹	Restricted stock unit provisions

Resignation		Can exercise vested options up to 30 days from the date of termination or until the option term expires (if sooner).	All outstanding RSUs are forfeited.

Retirement		For incentive stock options granted prior to 2020, options continue to vest and can be exercised up to three years from retirement or until the stock option term expires (if sooner). For incentive stock options granted in 2020 and thereafter, options continue to vest and can be exercised up to five years from retirement or until the stock option term expires (if sooner).	For RSUs granted prior to 2024, RSUs are prorated to retirement date and value is assessed and settled at the end of the usual term. For RSUs granted in 2024 and thereafter, RSUs are not prorated for employees between the age of 55-59 with 30+ years of experience or who are age 60 and older at retirement date. RSUs are prorated to retirement date and value is assessed and settled at the end of the usual term if the foregoing criteria are not met.

Death		All options vest and can be exercised up to 12 months from the date of death or until the option term expires (if sooner).	All outstanding RSUs become vested and are settled no later than 30 days following the date of death.

Disability		Options continue to vest based on the regular provisions of the plan.	All outstanding RSUs become vested and are settled no later than 30 days following the date of disability.

Involuntary termination	not for cause	Unvested options continue to vest and options that are vested or become vested can be exercised up to 30 days after the termination date or the notice period (if applicable) or until the option term expires (if sooner).	RSUs are prorated to termination date (plus any applicable notice period) and value is assessed and settled at the end of the usual term.
	for cause	All options are cancelled on the date of termination.	All outstanding RSUs are forfeited.

Change of control or reorganization		For 2016 and prior grants, for a change of control, options vest on a date determined by the HRC Committee before the change of control. For any other kind of reorganization, options are to be assumed by the successor Company. If they are not assumed, they will vest and the value will be paid in cash. Beginning with the 2017 grants, if the employment of a participant is terminated without cause (including constructive dismissal) by the Company or a subsidiary within two years after a change of control, then all unvested options of the participant vest on that double-trigger date.	If the employment of a participant is terminated without cause, (including constructive dismissal) by the Company or a subsidiary within two years after a change of control, then all outstanding RSUs become vested and are settled no later than 30 days following the date of termination.

Other transfer or assignment of stock options		The holder of an option may not transfer or assign it other than by will, or as allowed by the laws of descent and distribution.	The award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.

¹	Differences in termination provisions apply for US$ options where the executive has elected treatment as incentive stock options within the meaning of U.S. Internal Revenue Code Section 422. All U.S. ISOs beginning with the 2018 grant are issued as non-qualified.

Other benefits elements

Retirement benefits

The NEOs participate in the Senior Management Pension Plan (“SMPP”), a non-contributory defined benefit plan which is part of a market competitive compensation package for all Canadian and U.S. members of senior management. Before becoming participants in the SMPP, certain NEOs participated in a defined benefit or defined contribution pension plan.

Defined benefit plan

The following graphic shows how the SMPP retirement benefit payable at normal retirement age is calculated:

LOGO

Key terms of the SMPP:

•

Eligibility: members of senior management join the SMPP on the later of their date of hire or promotion to a senior management position

•

Vesting: plan participants are fully vested immediately

•

Retirement age: normal retirement date is age 65. Participants may retire and receive an unreduced benefit at age 60, or as early as age 55 if they have 30 years of service. Participants with less than 30 years of service may retire on or after age 55 and receive a benefit that is reduced by 3% for each year the participant’s age at retirement was less than age 60

•

Survivor benefits: benefits are payable for the life of the member. If the member is single at retirement, 15 years of pension payments are guaranteed. If the member is married at retirement and dies before their spouse, 60% of the pension will continue to be paid to the spouse for his/her lifetime

Pension benefits are paid from the following tax-qualified and supplemental pension plans which comprise the SMPP:

•

Retirement Plan for Employees of Enbridge Inc. and Affiliates

•

Enbridge Employee Services, Inc. Employees’ Pension Plan

•

Enbridge Supplemental Pension Plan

•

Enbridge Employee Services Inc. Supplemental Pension Plan for United States Employees

Summary of defined benefits

The following table outlines estimated annual retirement benefits, accrued pension obligations and compensatory and non-compensatory changes for the NEOs under the defined benefit pension plans. All information is based on the assumptions and methods used for the purposes of reporting the Company’s financial statements and which are described in the Company’s financial statements.



Executive	Credited service (years)		Annual benefits payable				Accrued obligation at January 1, 2024 ($)		Compensatory change¹ ($)		Non- compensatory change² ($)		Accrued obligation at December 31, 2024 ($)
			At year end ($)		At age 65 ($)		Accrued obligation at January 1, 2024 ($)		Compensatory change¹ ($)		Non- compensatory change² ($)		Accrued obligation at December 31, 2024 ($)
			At year end ($)		At age 65 ($)		A		B		C		A+B+C

Gregory L. Ebel^3,4		2.00		111,000		480,000		757,000		848,000		127,000		1,732,000

Patrick R. Murray		18.00		276,000		736,000		5,183,000		356,000		411,000		5,950,000

Cynthia L. Hansen^4,5,6		19.42		581,000		708,000		7,925,000		709,000		418,000		9,052,000

Colin K. Gruending⁶		21.25		602,000		844,000		7,991,000		707,000		340,000		9,038,000

Reginald D. Hedgebeth^4,7		1.29		26,000		257,000		83,000		295,000		32,000		410,000

¹	The components of compensatory change are current service cost and the difference between actual and estimated pensionable earnings.

²	The non-compensatory change includes interest on the accrued obligation at the start of the year, changes in actuarial assumptions and other experience gains and losses not related to compensation.

Mr. Ebel accrued a deferred vested pension benefit, and is also in receipt of a pension, from various legacy pension plans in respect of service while employed by Spectra Energy prior to February 27, 2017. These entitlements were assumed by Enbridge on closing of the Merger Transaction, as described in the “Assumed equity-based compensation awards from Spectra Energy” section, but are not linked to, or impacted by, his employment with Enbridge Inc., so are not included in the above table. As at December 31, 2024, the accrued obligation in respect of these legacy entitlements is C$5,591,000 and the accrued annual benefits payable at year end is C$353,000.

⁴	U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024. The impact of changes to exchange rates on Mr. Ebel and Ms. Hansen’s accrued obligation are reflected in the non-compensatory change.

⁵	Ms. Hansen’s SMPP retirement benefit is indexed for inflation.

⁶

In 2020, Ms. Hansen and Mr. Gruending were granted a temporary hold-harmless against a reduction to their SMPP pension resulting from the significant reductions in base salary should they retire within five years of the reduction. These temporary base salary reductions were related to the impacts of COVID-19, reduced energy demand and reduced commodity prices, and were not intended to have a permanent impact on the SMPP lifetime pensions. NEO base salaries were reinstated in 2021.

⁷

Mr. Hedgebeth accrued a deferred vested pension benefit in respect of service while employed by Spectra Energy prior to March 2, 2017. This entitlement was assumed by Enbridge on closing of the Merger Transaction but is not linked to, or impacted by, his employment with Enbridge Inc., so is not included in the above table. As at December 31, 2024, the accrued obligation in respect of this legacy entitlement is C$383,000 and the accrued annual benefits payable at year end is C$41,000.

Defined contribution plan

The defined contribution pension plan is a non-contributory pension plan. The level of contribution varies, depending on age and years of service. None of the NEOs are currently participating in the defined contribution pension plan.

Mr. Murray, Ms. Hansen, and Mr. Gruending participated in the defined contribution plan for approximately ten years, six years, and four years respectively, prior to joining the SMPP. The values shown below reflect market value of assets of the defined contribution plan.



Executive	Accumulated value at January 1, 2024 ($)		Compensatory change¹ ($)		Accumulated value at December 31, 2024 ($)

Patrick R. Murray		114,522		-		135,352

Cynthia L. Hansen		174,473		-		196,216

Colin K. Gruending		109,198		-		130,005

¹	The compensatory change is equal to contributions made by the Company during 2024.

Other benefits

Enbridge’s savings plan and benefits plans are key elements of the total compensation package for our employees, including our NEOs.

Savings Plan

Enbridge provides a savings plan for Canadian employees and a 401(k) savings plan for U.S. employees. All NEOs participate in the savings plan on the same terms as eligible employees. The savings plans assist and encourage employees to save by matching 100% of employee contributions up to plan limits (maximum 2.5% and 6% of base salary for Canadian employees and U.S. employees, respectively) and subject to applicable tax limits. In Canada, matching contributions are provided as flex credits which may be used to purchase additional benefits or taken as after-tax cash; in the U.S., matching contributions are invested in the savings plan.

Life and health benefits

Medical, dental, life insurance and disability insurance benefits are available to meet the specific needs of individuals and their families. The NEOs participate in the same plan as all other employees. The plans are structured to provide minimum basic coverage with the option of enhanced coverage at a level that is competitive and affordable.

The HRC Committee reviews the retirement and other benefits regularly. These benefits are a key element of a total compensation package and are designed to be competitive and reasonably meet the needs of executives in their current roles.

Assumed equity-based compensation awards from Spectra Energy

On February 27, 2017, Enbridge Inc and Spectra Energy combined through a stock-for-stock merger transaction (the “Merger Transaction”). Pursuant to the terms of the merger agreement, Enbridge assumed all awards outstanding under the Spectra Energy Corp 2007 Long Term Incentive Plan, as amended and restated (the “Spectra 2007 LTIP”) at the closing of the Merger Transaction (“Assumed Spectra LTIP Awards”). The Assumed Spectra LTIP Awards, including the shares of Enbridge issuable thereunder, were approved by Enbridge shareholders as part of the Merger Transaction on December 15, 2016. No further awards have been or will be granted under the Spectra 2007 LTIP following the closing of the Merger Transaction.

Spectra 2007 LTIP

The Assumed Spectra LTIP Awards remain subject to and will continue to be administered by Enbridge pursuant to the terms of Spectra 2007 LTIP. The following summarizes the material provisions of the Spectra 2007 LTIP to the extent applicable to the Assumed Spectra LTIP Awards. The summary is qualified in its entirety by the full text of the amended and restated Spectra 2007 LTIP, which is available on Enbridge’s profile on the SEC’s website at sec.gov.

General provisions

•

Number of shares. The aggregate number of Enbridge shares that may be issued pursuant to the Assumed Spectra LTIP Awards is 5,000,000 shares of Enbridge representing 0.25% of Enbridge’s outstanding and issued shares as at December 31, 2019.

•

Reservation of Shares. When Spectra Energy first adopted the Spectra 2007 LTIP in 2007, it reserved 30,000,000 shares of common stock for issuance under the Spectra 2007 LTIP, with an additional 10,000,000 shares and 12,500,000 shares reserved following shareholder approval on April 19, 2011 and April 26, 2016, respectively. Immediately prior to closing of the Merger Transaction, there were 19,756,580 shares of Spectra Energy common stock available for future issuance under the Spectra 2007 LTIP. However, Enbridge determined that it would not grant any additional awards under the Spectra 2007 LTIP following the closing of the Merger Transaction and as a result, assumed only those shares issuable under the Assumed Spectra LTIP Awards. All future equity-based awards granted by Enbridge (including those made to legacy Spectra Energy employees) will be awarded pursuant to Enbridge’s existing plans and not the Spectra 2007 LTIP.

•

Administration. Prior to the closing of the Merger Transaction, the Spectra 2007 LTIP was administered by the Compensation Committee of Spectra Energy, which had the authority to determine the persons to whom awards were granted, the types of awards granted, the time at which awards were to be granted, the number of shares, units or other rights subject to an award, and the terms and conditions of each award. Following the completion of the Merger Transaction, the Spectra 2007 LTIP will, solely to the extent applicable to the Assumed Spectra LTIP Awards, be administered by the HRC Committee consistent with the administration of Enbridge’s existing compensation programs.

•

Eligibility. All key employees of Spectra Energy and its subsidiaries and all non-employee directors were eligible for awards granted under the Spectra 2007 LTIP, as selected from time to time by the Compensation

Committee of Spectra Energy in its sole discretion. As noted above, only those shares issuable under the Assumed Spectra LTIP Awards were assumed by Enbridge in connection with the Merger Transaction and as a result, no additional awards will be granted by Enbridge to any individual under the Spectra 2007 LTIP.

•

Awards. As described in more detail below, the Assumed Spectra LTIP Awards include Spectra Energy options.

•

Adjustments to awards. The HRC Committee may determine and implement appropriate adjustments to the Assumed Spectra LTIP Awards in the event of any merger, consolidation, recapitalization, reclassification, stock dividend, stock split or other similar change of control transactions.

•

Term and amendment. The Spectra 2007 LTIP has a term of ten years from the date of approval by the shareholders of Spectra Energy, which was last granted on April 26, 2016, subject to earlier termination or amendment in accordance with the terms of the Spectra 2007 LTIP. Any amendment to the Assumed Spectra LTIP Awards or the Spectra 2007 LTIP that is implemented by the HRC Committee may not materially adversely affect the Assumed Spectra LTIP Awards without consent of the holder of such award.

•

Assignability. A stock option granted under the Spectra 2007 LTIP may, solely to the extent permitted by the HRC Committee, be transferred to members of the participants’ immediate family or to trusts, partnerships or corporations whose beneficiaries, members or owners are members of the participant’s immediate family or such other person as may be approved by the HRC Committee in advance and set forth in the award agreement. All other Assumed Spectra LTIP Awards are not assignable or transferable except by will or the laws of descent and distribution.

Stock options

•

Nonqualified stock options and incentive stock options. Spectra Energy granted options under the Spectra 2007 LTIP to purchase shares of Spectra Energy common stock (“Spectra Energy options”) to certain of its employees. As of immediately prior to the closing of the Merger Transaction, there were 4,000 Spectra Energy options outstanding under the Spectra 2007 LTIP at a weighted average exercise price of US$26.33 per share of Spectra Energy common stock and 892,163 Spectra Energy options outstanding under the Spectra 2007 LTIP at a weighted average exercise price of US$28.40 per share of Spectra Energy common stock.

•

Exercise price. The exercise price of each Spectra Energy option was determined by the Compensation Committee of Spectra Energy at the date of grant,

provided however, that the exercise price per option could not be less than 100% of the fair market value per share of the common stock of Spectra Energy as of the date of grant. As the exercise price of the Spectra Energy options was determined at the date of grant, the exercise price may be below the then current market price of the Enbridge shares at the time the options are exercised.

•

Vesting and term of stock options. The Compensation Committee of Spectra Energy prescribed in the award agreement applicable to each Spectra Energy option the time or times at which, or the conditions upon which, such option vests or becomes exercisable. Spectra Energy options generally have a term of ten years from date of grant and during such term, once vested, the option could be exercised, unless a shorter exercise period was specified by the Compensation Committee of Spectra Energy in an award agreement, and subject to such limitations as may apply under an award agreement relating to the termination of a participant’s employment or other service with Spectra Energy or any of its subsidiaries.

•

Treatment upon closing of the Merger Transaction. At the closing of the Merger Transaction, each outstanding Spectra Energy option, whether vested or unvested, was automatically converted into an option to purchase, on the same terms and conditions as were applicable immediately prior to the closing, the number of Enbridge shares equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Spectra Energy common stock subject to such option immediately prior to the closing and (ii) 0.984 (“Exchange Ratio”), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Spectra Energy common stock of such Spectra Energy option immediately prior to the closing divided by (B) the Exchange Ratio. The Spectra Energy options assumed by Enbridge in connection with the Merger Transaction are exercisable for 881,819 Enbridge shares at a weighted average exercise price of US$28.87 per share of Enbridge shares, vest at various dates until February 2019 and have various terms expiring on or before February 2026.

Other stock-based awards

•

Other stock-based awards. In addition to the Assumed Spectra LTIP Awards, Spectra Energy had other equity-based or equity-related awards representing a right to acquire or receive shares of Spectra Energy common stock or payments or benefits measured by the value thereof (“Spectra Energy other awards”) outstanding under the Spectra Energy Executive Savings Plan and the Spectra Energy Directors’ Savings Plan (“Spectra Savings Plans”).

•

Treatment upon closing of the Merger Transaction. At the closing of the Merger Transaction, each outstanding Spectra Energy other award was automatically converted into a right to acquire or receive benefits measured by the value of Enbridge shares, on the same terms and conditions as were applicable to the Spectra Energy other award immediately prior to the closing. As converted, the number of Enbridge shares subject to such other award is equal to the product (rounded down to the nearest whole number) of (i) the number of shares

of Spectra Energy common stock subject to such award immediately prior to the closing and (ii) the Exchange Ratio. The Spectra Savings Plans have trust funding vehicles (commonly referred to as rabbi trusts) (“Spectra Savings Plan Trusts”). Obligations to fund the Spectra Savings Plan Trusts were triggered in connection with the Merger Transaction. For any share-settled Spectra Energy other awards, the Enbridge shares used to settle such awards will be obtained on the market by the trustee of the Spectra Savings Plan Trusts.

Quantification of equity-based compensation

Set forth below are the number of Enbridge shares issuable under the Spectra 2007 LTIP in connection with the exercise or settlement of the Assumed Spectra Energy Awards outstanding as of December 31, 2024.



		Total Enbridge shares issuable under Spectra 2007 LTIP		Percentage of issued and outstanding Enbridge shares

		596,105		0.0274%

Termination provisions of Spectra Energy options

The termination provisions for the Spectra Energy options, are described below.



Reason for termination		Provisions

Voluntary termination (not retirement eligible)		The unvested portion of such an award terminates immediately. Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date.

Voluntary termination (retirement eligible)		Unvested options are pro-rated based on full and partial months of service during the vesting period, and vest immediately. Vested Spectra Energy options can be exercised through the 10th anniversary of the grant date.

Involuntary termination, for cause		The unvested portion of such an award terminates immediately. Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date.

Involuntary termination, without cause or for good reason before 2-year anniversary of change in control (the 2-Year CIC Period)		The unvested portion of such an award vests upon such termination from employment. Vested Spectra Energy options can be exercised through the 10th anniversary of the grant date.

Involuntary termination, without cause after 2-Year CIC Period		The award is pro-rated based on full and partial months of service during the vesting period. Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date.

Employment termination as a result of death or disability		The unvested portion of such an award vests. Vested Spectra Energy options can be exercised through the earlier of 36 months following such termination of employment or the 10th anniversary of the grant date.

Other transfer or assignment of stock options		The holder of an option may not transfer or assign it other than by will, or as allowed by the laws of descent and distribution.

Report of the Human Resources and Compensation Committee

The Human Resources and Compensation Committee has reviewed and discussed the preceding Compensation Discussion and Analysis with management. Based on the review and discussion, the Human Resources and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Circular. This report is provided by the following independent directors who comprised the Human Resources and Compensation Committee on December 31, 2024:

Steven W. Williams (Chair)

Mayank (Mike) M. Ashar

Susan M. Cunningham

S. Jane Rowe

Director compensation

Philosophy and approach

The Board is responsible for developing and implementing the Directors’ Compensation Plan and has delegated the day-to-day responsibility for director compensation to the Governance Committee.

Our Directors’ Compensation Plan is designed with four key objectives in mind:

LOGO

While our executive compensation program is designed around pay for performance, director compensation is based on annual retainers. This is designed to meet our compensation objectives and to help ensure our directors are unbiased when making decisions and carrying out their duties while serving on our Board.

The Governance Committee uses a peer group of companies to set the annual retainers for our Board and targets director compensation at or about the 50^th percentile. See “Benchmarking to peers” beginning on page 30 for more information about our peer group and how we benchmark executive compensation.

About DSUs

A deferred share unit (“DSU”) is a notional share that has the same value as one Enbridge common share. Its value fluctuates with variations in the market price of Enbridge shares. DSUs do not have voting rights but they accrue dividends as additional DSUs, at the same rate as dividends paid on our common shares.

The Governance Committee reviews the Directors’ Compensation Plan every year, with assistance from management. Each year, as part of this review, the Governance Committee considers the time commitment

and experience required of our directors. The Governance Committee also reviews the Directors’ Compensation Plan to make sure the overall program is still appropriate and reports its findings to the Board.

Every second year a comprehensive review, including peer analysis and benchmarking to the peer group, is conducted by an external consultant. This comprehensive review was completed in 2025. Following this review, and in line with our director compensation philosophy of targeting director compensation at or about the 50th percentile in our peer group, the Board of Directors, on recommendation of the Governance Committee, approved changes to directors’ compensation in 2025, effective January 1, 2025, including a US$15,000 increase in the annual Board retainer and a US$5,000 increase in the annual Sustainability Committee and Safety and Reliability Committee Chair retainers.

All non-employee director compensation in 2024 was paid under the Directors’ Compensation Plan. We do not compensate non-employee directors under our 2019 Long Term Incentive Plan for employees. All retainers are payable in U.S. dollars regardless of director residency.

Director share ownership requirements

We expect directors to own Enbridge shares so that they have an ongoing stake in the Company and are aligned with the interests of shareholders. Within five years of becoming a director, each director is required to hold at least US$945,000 in Enbridge shares and/or DSUs, being three times the annual Board retainer of US$315,000. See “Change in director equity ownership” on page 69 for more information.

If a decrease in the market value of Enbridge shares results in a director no longer meeting the share ownership requirements, we expect the director to purchase additional Enbridge shares in order to satisfy the minimum threshold.

DSUs are paid out when a director retires from the Board. They are settled in cash, based on the weighted average of the trading price of common shares on the TSX for the last five trading days before the date that is three trading days before the payment date, multiplied by the number of DSUs the director holds. Directors may not engage in equity monetization transactions or hedges involving securities of Enbridge (see “Insider trading and prohibition on hedging” on page 27).

Director compensation components

Our Directors’ Compensation Plan has four components:

•

an annual retainer

•

an annual retainer if they serve as the Chair of the Board or chair of a Board committee

•

a fee for travelling to Board and Board committee meetings from the director’s home state or province to a meeting in another state or province

•

reimbursement for reasonable travel and other out-of-pocket expenses relating to their duties as a director

We do not have meeting attendance fees.

Our Directors’ Compensation Plan has been in effect since 2004 and was revised most recently in 2023. The table below shows the fee schedule for directors in 2024.

Directors are paid quarterly. Mr. Ebel does not receive any director compensation because he is compensated in his role as our President & CEO. We have not granted stock options to directors since 2002. Directors can receive their retainer in a combination of cash, Enbridge shares and DSUs, but they must receive a minimum amount in DSUs. Travel fees are paid in cash.



2024 directors’ compensation plan retainers

Compensation component	Annual amount (US$)

Board retainer		300,000

Additional retainers

Chair of the Board retainer		265,000

Board committee chair retainer

• Audit, Finance and Risk		25,000

• Human Resources and Compensation		20,000

• Governance		20,000

• Sustainability		15,000

• Safety and Reliability		15,000

Travel fee (where applicable)		1,500

Before a director’s minimum share ownership is met, at least 50% of their retainer will be paid in the form of DSUs, with the balance paid in cash, Enbridge shares or DSUs, in a percentage mix they choose. Once a director’s minimum share ownership is met, they can choose to receive between 35 and 100% of their retainer in DSUs, with the balance paid in cash, Enbridge shares or DSUs, in a percentage mix they choose. Directors are allocated the DSUs and Enbridge shares based on the weighted average of the trading price of the Enbridge shares on the TSX for the five trading days immediately preceding the date that is two weeks prior to the date of payment. Directors who do not make a timely election as to the form in which they wish to receive their retainer will receive the applicable minimum amount in DSUs and the balance in cash.

The table below shows the compensation components in which each director’s annual retainer for the year ended December 31, 2024, was delivered.



Director	Cash (%)		Enbridge shares (%)		DSUs (%)

Mayank M. Ashar						100

Gaurdie E. Banister		65				35

Pamela L. Carter		50		15		35

Susan M. Cunningham		25				75

Gregory L. Ebel¹		-				-

Jason B. Few		50				50

Theresa B.Y. Jang						100

Teresa S. Madden		50				50

Manjit Minhas		50				50

Stephen S. Poloz		40				60

S. Jane Rowe				50		50

Steven W. Williams						100

Former Directors²

Dan C. Tutcher						100

¹	Mr. Ebel did not receive any compensation as a director of Enbridge because he is our President & CEO.

²	Mr. Tutcher retired from the Board effective May 8, 2024.

2024 director compensation table

The table below provides information concerning the compensation of each non-employee director who served at any time in 2024.



			Share based awards²								All other compensation						Total

	Fees earned¹ (cash)		Enbridge Shares³				DSUs³				Other fees⁴		Dividends on DSUs⁵

Director	($)		(#)		($)		(#)		($)		($)		(#)		($)		($)

Mayank M. Ashar								7,857		410,948		4,123		207		11,584		426,654

Gaurdie E. Banister		287,663						2,750		143,832		4,096		72		4,054		439,646

Pamela L. Carter		386,976		2,218		116,093		5,179		270,883		8,219		136		7,636		789,806

Susan M. Cunningham		107,874						6,187		323,621		4,096		163		9,122		444,714

Jason B. Few		205,474						3,928		205,474		8,219		83		4,802		423,968

Theresa B.Y. Jang								4,733		262,310		2,102		64		3,763		268,175

Teresa S. Madden		222,597						4,255		222,597		8,219		112		6,275		459,687

Manjit Minhas		205,474						3,928		205,474		4,123		103		5,792		420,862

Stephen S. Poloz		175,338						5,028		263,006		8,219		132		7,414		453,977

S. Jane Rowe				3,927		205,474		3,928		205,474		6,117		103		5,792		422,857

Steven W. Williams								8,380		438,344		4,123		178		10,243		452,710

Gregory L. Ebel⁶

Former Directors

Dan C. Tutcher⁶								3,123		148,637		2,062		40		1,981		152,680

The cash portion of the retainers paid to the directors. Directors are paid quarterly in US$. The values presented in this table are in C$ and reflect U.S./Canadian exchange rates from the Bank of Canada of 1.3474 as at March 7, 2024, 1.3746 as at June 13, 2024, 1.3563 as at September 19, 2024, and 1.4010 as at November 28, 2024.

²	The portion of the retainer received as DSUs and Enbridge shares.

The value of the Enbridge shares and DSUs paid quarterly is based on the weighted average of the trading price of Enbridge shares on the TSX for the five trading days prior to the date that is two weeks prior to the applicable payment date. The weighted average Enbridge share prices were $46.68, $49.61, $54.81 and $59.76 for the first, second, third and fourth quarters, respectively, of 2024.

⁴	For all of our non-employee directors, includes a per meeting US$1,500 travel fee.

⁵	Includes dividend equivalents granted in 2024 on DSUs granted in 2024 based on the 2024 quarterly dividend rate of $0.9150. Dividend equivalents vest at the time of grant.

⁶	Mr. Ebel does not receive any compensation as a director of Enbridge because he is our President & CEO. For Mr. Ebel’s compensation as President & CEO, see the summary compensation table on page 49.

Change in director equity ownership

The table below shows the change in each director’s equity ownership from March 5, 2024, to March 4, 2025, the dates of the 2024 and 2025 management information circulars, respectively.



Director	Enbridge shares (#)		DSUs (#)		Total Enbridge shares + DSUs (#)		Market (at risk) value of equity holdings (C$)^1,2

Mayank M. Ashar

2025		64,000		29,397		93,397		5,616,896

2024		64,000		19,844		83,844		3,964,983

Change		—		9,553		9,553		1,651,913

Gaurdie E. Banister

2025		24,245		15,501		39,746		2,390,324

2024		24,245		11,822		36,067		1,705,608

Change		—		3,679		3,679		684,716

Pamela L. Carter

2025		55,876		33,357		89,233		5,366,473

2024		53,658		26,161		79,819		3,774,641

Change		2,218		7,196		9,414		1,591,832

Susan M. Cunningham

2025		3,502		30,686		34,188		2,056,066

2024		3,502		22,679		26,181		1,238,099

Change		—		8,007		8,007		817,967

Gregory L. Ebel³

2025		672,484		58,778		731,262		43,978,097

2024		671,844		55,002		726,846		34,372,547

Change		640		3,776		4,416		9,605,549

Jason B. Few²

2025		—		11,404		11,404		685,837

2024		—		6,839		6,839		323,416

Change		—		4,565		4,565		362,420

Douglas L. Foshee²

2025		5,000		—		5,000		300,700

2024		—		—		—		—

Change		5,000		—		5,000		300,700

Theresa B.Y. Jang²

2025		16,516		4,872		21,388		1,286,274

2024		16,516		—		16,516		781,042

Change		—		4,872		4,872		505,233

Teresa S. Madden

2025		5,454		29,277		34,731		2,088,722

2024		5,454		23,244		28,698		1,357,128

Change		—		6,033		6,033		731,594

Manjit Minhas²

2025		336		4,095		4,431		266,480

2024		336		—		336		15,889

Change		—		4,095		4,095		250,591

Stephen S. Poloz

2025		1,736		28,099		29,835		1,794,277

2024		1,736		21,388		23,124		1,093,534

Change		—		6,711		6,711		700,743

S. Jane Rowe

2025		35,903		13,469		49,372		2,969,232

2024		31,976		8,771		40,747		1,926,926

Change		3,927		4,698		8,625		1,042,306

Steven W. Williams

2025		32,282		24,026		56,308		3,386,363

2024		13,682		14,307		27,989		1,323,600

Change		18,600		9,719		28,319		2,062,763

Total

2025		917,334		282,961		1,200,295		72,185,741

2024		886,949		210,057		1,097,006		51,877,414

Change		30,385		72,904		103,289		20,308,328

¹	Based on the total market value of the Enbridge shares and/or DSUs owned by the director, based on the closing prices of $47.29 on the TSX on March 5, 2024, and $60.14 on March 4, 2025. These amounts have been rounded to the nearest dollar in Canadian dollars.

Directors must hold at least three times their annual US$315,000 Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.4382, the published WM/Reuters 4 pm London exchange rate for December 31, 2024. All current directors meet or exceed this requirement except Mr. Few, Ms. Minhas, Ms. Jang and Mr. Foshee, who have until May 4, 2027, November 28, 2028, May 8, 2029, and January 1, 2030, respectively, to meet this requirement.

³	Mr. Ebel did not receive any compensation as a director of Enbridge; he is compensated for his role as President & CEO. Prior to becoming President & CEO, Mr. Ebel received DSUs as compensation for being a director and continues to receive dividends on those DSUs.

Non-GAAP reconciliation

This Amendment No. 1 contains references to non-GAAP and other financial measures, including EBITDA, adjusted EBITDA, DCF and DCF per common share. Management believes the presentation of these metrics gives useful information to investors and shareholders as they provide increased transparency and insight into the performance of the Company.

Our non-GAAP measures described above are not measures that have standardized meaning prescribed by generally accepted accounting principles in the United States of America (U.S. GAAP) and are not U.S. GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other issuers. A reconciliation of historical non-GAAP and other financial measures to the most directly comparable GAAP measures is available on the Company’s website. Additional information on non-GAAP and other financial measures may be found in the Company’s earnings news releases or in additional information on the Company’s website (enbridge.com), sedarplus.ca or sec.gov.

EBITDA and adjusted EBITDA

EBITDA represents earnings before interest, tax, depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted for unusual, infrequent or other non-operating factors on both a consolidated and segmented basis. Management uses EBITDA and adjusted EBITDA to set targets and to assess the performance of the Company and its business units.

This Amendment No. 1 also contains references to debt-to-EBITDA, a non-GAAP ratio which utilizes adjusted EBITDA as one of its components. Debt-to-EBITDA is used as a liquidity measure to indicate the amount of adjusted earnings to pay debt, as calculated on the basis of U.S. GAAP, before covering interest, tax, depreciation and amortization.

Distributable cash flow (DCF)

DCF and DCF per common share are measures used for purposes of Enbridge’s executive compensation programs. The following table presents the reconciliation of cash provided by operating activities to DCF. DCF is defined as cash flow provided by operating activities before changes in operating assets and liabilities (including changes in environmental liabilities) less distributions to noncontrolling interests and redeemable noncontrolling interests, preference share dividends and maintenance capital expenditures, and further adjusted for unusual, infrequent or other non-operating factors. Management also uses DCF to assess the performance of the Company and to set its dividend payout target. DCF for the year ended December 31, 2024, has been converted to DCF per share by taking DCF of $11,991 million and dividing by 2,155 million, the weighted average number of Enbridge shares outstanding as of December 31, 2024. For purposes of the 2024 STIP award determinations as described on page 37, DCF was converted to DCF per share by taking DCF of $12,477 million and dividing by 2,155 million, the weighted average number of Enbridge shares outstanding as of December 31, 2024. For purposes of 2022 PSU payout determinations as described on page 41, DCF was converted to DCF per share by taking DCF of $12,144 million and dividing by 2,155 million, the weighted average number of Enbridge shares outstanding as of December 31, 2024.



	Years ended December 31

(unaudited, millions of Canadian dollars)	2024			2023

Cash provided by operating activities		12,600			14,201

Adjusted for changes in operating assets and liabilities¹		133			(2,311	)

		12,733			11,890

Distributions to noncontrolling interests²		(333	)		(363	)

Preference share dividends²		(388	)		(352	)

Maintenance capital		(1,118	)		(918	)

Significant adjustment items:

Other receipts of cash not recognized in revenue		97			210



	Years ended December 31

(unaudited, millions of Canadian dollars)	2024		2023

Employee severance costs, net of tax		95		-

Distributions from equity investments in excess of cumulative earnings²		801		639

Competitive Toll Settlement realized hedge loss, net of tax		-		479

Litigation settlement gain		-		(68	)

Other items		104		(250	)

DCF		11,991		11,267

Adjusting items in respect of:

For STIP calculation purposes, normalizations including (but not limited to) the net accretive impact of financing and strategic actions not contemplated at the time of target setting expressed in DCF		486		205

Total DCF adjusted for 2024 STIP award determinations		12,477		11,472



DCF		11,991		11,267

Adjusting items in respect of:

For 2022 PSU calculation purposes, normalizations including (but not limited to) the net accretive impact of financing and strategic actions not contemplated at the time of the grant expressed in DCF		486		247

Total DCF adjusted for 2022 PSU payout determinations		12,477		11,514

¹	Changes in operating assets and liabilities, net of recoveries.

²	Presented net of adjusting items.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

See Item 11 – “Shares reserved for equity compensation as of December 31, 2024” for information regarding our equity plan compensation on page 56.

Security ownership of certain beneficial owners and management

Beneficial ownership table

The table below sets forth the number and percentage of outstanding Enbridge shares beneficially owned by each of our directors, director nominees, NEOs and all directors and executive officers as a group, as of the date of this Amendment No. 1. The number of Enbridge shares beneficially owned by each person is determined under applicable SEC rules. Under these rules, a person is deemed to have “beneficial ownership” of any shares over which that person, directly or indirectly, has or shares voting or investment power, plus any shares that the person has the right to acquire within 60 days, including through the exercise of stock options. Unless otherwise indicated, for each person named in the table, the number in the “Number of Enbridge shares acquirable within 60 days” column includes shares covered by stock options that may be exercised and that vest within 60 days after March 4, 2025, as well as shares acquired on settlement of RSUs within 60 days after March 4, 2025. Unless otherwise indicated in the table, the address of each of the individuals below is c/o Enbridge Inc., 200, 425 – 1st Street SW, Calgary, Alberta, T2P 3L8.



Name of beneficial owner	Number of Enbridge shares held		Number of Enbridge shares acquirable within 60 days		Total Enbridge Shares Beneficially Owned		Percent of common shares outstanding

All current executive officers and directors as a group		1,443,685		2,988,715		4,432,400		*

Mayank M. Ashar		64,000		-		64,000		*

Gaurdie E. Banister		24,245		-		24,245		*

Pamela L. Carter¹		55,876		-		55,876		*

Susan M. Cunningham		3,502		-		3,502		*

Gregory L. Ebel		672,484		727,797		1,400,281		*

Jason B. Few		-		-		-		*

Douglas L. Foshee		5,000		-		5,000		*

Theresa B.Y. Jang		16,516		-		16,516		*

Teresa S. Madden		5,454		-		5,454		*

Manjit Minhas		336		-		336		*

Stephen S. Poloz		1,736		-		1,736		*

S. Jane Rowe¹		35,903		-		35,903		*

Steven W. Williams		32,282		-		32,282		*

Colin K. Gruending		131,885		631,914		763,799		*

Cynthia L. Hansen		288,523		715,163		1,003,686		*

Reginald D. Hedgebeth		128		31,774		31,902		*

Patrick R. Murray		15,680		252,772		268,452		*

Ms. Carter, Ms. Rowe and Mr. Foshee will be paid a portion of their directors’ compensation in Enbridge shares on March 28, 2025. Under our Directors’ Compensation Plan, the number of Enbridge shares will be calculated by dividing the applicable amount of compensation in Canadian dollars payable in Enbridge shares on the payment date by the weighted average the closing price per Enbridge share on the TSX for the five trading days prior to the date that is two weeks prior to the payment date.

*	Represents less than 1% of the outstanding Enbridge shares.

Principal shareholders

The table below outlines information about the number of Enbridge shares held by persons known by the Company to be the beneficial owners of more than 5% of issued and outstanding shares as of the date of this Amendment No. 1. This information is based on the most recently available reports filed with the SEC.



Name and address of beneficial owner	Aggregate number of Enbridge shares beneficially owned	Percent of Enbridge shares outstanding

BlackRock, Inc. 50 Hudson Yards New York, NY 10001¹	115,744,992	5.3%

¹	The information for this beneficial owner is based on Schedule 13G filing on November 8, 2024, which can be retrieved at sec.gov.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Handling conflicts of interest and related person transactions

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

In making director independence determinations, the Board reviews related person transactions, assisted by the completion of annual questionnaires by directors and officers of the Company. For purposes of the foregoing, a “related person transaction” is a transaction in which the Company was or is to be a participant and the amount involved exceeds US$120,000, and in which any related person had or will have a direct or indirect material interest, and a “related person” means (i) a director, nominee director or executive officer of the Company; (ii) an immediate family member of a director, nominee director or executive officer, or (iii) a beneficial holder of greater than five per cent of the Company’s shares or an immediate family member of such holder. In 2024, there were no related person transactions that required approval or disclosure.

Further, as noted in the section above, the SOBC requires that all officers and directors avoid conflicts of interest and disclose any actual or potential conflicts of interest. Any actual or potential conflicts of interest disclosed are reviewed by the Company’s Ethics and Compliance Department for appropriate follow-up and reporting. Any waiver from any part of the SOBC requires the approval of the CEO. For executive officers, senior financial officers and members of the Board, a waiver requires the express approval of the Board. In 2024, neither the CEO nor the Board provided approval of any waivers respecting the SOBC.

Independence

The majority of our directors must be independent, as defined by Canadian securities regulators in NI 52-110, NYSE rules and the rules and regulations of the SEC. Our Governance Guidelines, available on our website (enbridge.com), provide that the Board shall consist of a substantial majority of independent directors. The Board uses a detailed annual questionnaire to assist in determining if each director is independent and makes this determination annually or more frequently, as required.

The Governance Committee is responsible for ensuring the Board functions independently of management.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

External auditor services—fees

The following table sets forth all services rendered by the Company’s auditors, PwC, by category, together with the corresponding fees billed by the auditors for each category of service for the fiscal years ended December 31, 2024 and 2023.



	2024 (C$)	2023 (C$)	Description of fee category

Audit fees	16,914,000	15,860,000	Represents the aggregate fees for audit services.

Audit-related fees	1,445,000	1,283,000	Represents the aggregate fees for assurance and related services by the Company’s auditors that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not included under “Audit fees”.

Tax fees	1,710,000	1,850,000	Represents the aggregate fees for professional services rendered by the Company’s auditors for tax compliance, tax advice and tax planning.

All other fees	532,000	315,000	Represents the aggregate fees for products and services provided by the Company’s auditors other than those services reported under “Audit fees”, “Audit-related fees” and “Tax fees”.

Total fees	20,601,000	19,308,000

Pre-approval policies and procedures

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

•

bookkeeping or other services related to accounting records and financial statements

•

financial information systems design and implementation

•

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

•

actuarial services

•

internal audit outsourcing services

•

management functions or human resources

•

broker or dealer, investment adviser or investment banking services

•

legal services

•

expert services unrelated to the audit

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

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

You can find further information about the roles and responsibilities of the AFRC beginning on page 20 of this Amendment No. 1.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Part IV (Item 15) of the Original Filing is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment No. 1.

(b) Exhibits:

Reference is made to the “Index of Exhibits” following Item 16. Form 10-K Summary, which is hereby incorporated into this Item.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

INDEX OF EXHIBITS

Each exhibit identified below is included as a part of this Amendment No. 1. Exhibits included in this filing are designated by an asterisk (“*”).


Exhibit No.		Name of Exhibit

31.1*		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ENBRIDGE INC.
	(Registrant)

Date: March 11, 2025	By:	/s/ Patrick R. Murray
		Patrick R. Murray
		Executive Vice President & Chief Financial Officer
		Enbridge Inc.

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory L. Ebel, certify that:

I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Enbridge Inc.; and

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick R. Murray, certify that:

I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Enbridge Inc.; and

Cover - USD ($) $ in Billions	12 Months Ended
Cover - USD ($) $ in Billions	Dec. 31, 2024	Feb. 07, 2025	Jun. 30, 2023
Entity Listings [Line Items]
Document Type	10-K/A
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	1-15254
Entity Registrant Name	ENBRIDGE INC.
Entity Incorporation, State or Country Code	Z4
Entity Tax Identification Number	98-0377957
Entity Address, Address Line One	200, 425 - 1st Street S.W.
Entity Address, City or Town	Calgary
Entity Address, State or Province	AB
Entity Address, Country	CA
Entity Address, Postal Zip Code	T2P 3L8
City Area Code	403
Local Phone Number	231-3900
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 77.5
Entity Common Stock, Shares Outstanding		2,179,049,670
Amendment Description	Enbridge Inc., a corporation existing under the Canada Business Corporations Act, qualifies as a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although, as a foreign private issuer, Enbridge Inc. is not required to do so, Enbridge Inc. currently files annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the Securities and Exchange Commission (“SEC”) instead of filing the reporting forms available to foreign private issuers. Enbridge Inc. prepares and files a management proxy circular and related material under Canadian requirements. As Enbridge Inc.’s management proxy circular is not filed pursuant to Regulation 14A, Enbridge Inc. may not incorporate by reference information required by Part III of its Form 10-K from its management proxy circular. Enbridge Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original Filing”) on February 14, 2025. In reliance upon and as permitted by Instruction G(3) to Form 10-K, Enbridge Inc. is filing this Amendment No. 1 on Form 10-K/A in order to include in the Original Filing the Part III information not previously included in the Original Filing. Except as stated herein, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and, other than the information provided in Parts III and IV hereof, we have not updated the disclosures contained in the Original Filing to reflect any events which occurred at a date subsequent to the filing of the Original Filing. In this Amendment No. 1 on Form 10-K/A, the terms “Enbridge,” “we,” “us,” “our” and “Company” mean Enbridge Inc. “Board of Directors” or “Board” means the Board of Directors of Enbridge. “Enbridge shares” or “common shares” mean common shares of Enbridge. All dollar amounts are in Canadian dollars (“C$” or “$”) unless stated otherwise. US$ means United States of America (“U.S.”) dollars. All references to our websites and to our Canadian management proxy circular, dated March 4, 2025 and filed with the SEC on March 11, 2025 as Exhibit 99.1 to our Current Report on Form 8-K (the “Circular”) contained herein do not constitute incorporation by reference of information contained on such websites and the Circular and such information should not be considered part of this document.
Entity Central Index Key	0000895728
Document Fiscal Year Focus	2024
Amendment Flag	true
Document Fiscal Period Focus	FY
Title of 12(b) Security	Common Shares
Trading Symbol	ENB
Security Exchange Name	NYSE
ICFR Auditor Attestation Flag	true
Auditor Name	PricewaterhouseCoopers LLP
Auditor Firm ID	271
Auditor Location	Calgary, Canada
Document Financial Statement Error Correction [Flag]	false

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