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Notice of 2020 Annual Meeting of Shareholders To be held on May 8, 2020 and Management Information Circular Your vote matters Please take a moment to vote. Your participation as a shareholder is important to us. How do I get an electronic copy of the circular? Notice of 2020 Annual Electronic copies of the circular may be accessed online on Hydro One’s website at www.hydroone.com/investor­ Meeting of Shareholders and relations/agm or under the Hydro One Limited profile on the System for Electronic Document Analysis and Retrieval Availability of Proxy Materials (SEDAR) at www.sedar.com. You can also access our 2019 annual report (the annual report) in the same manner. How do I get a paper copy of the circular? Hydro One Limited (Hydro One or the company) is providing you Notice is hereby given that an annual In addition to being able to quickly view or print the circular and/or annual report online at our website, shareholders with electronic notice and access to its management information meeting of shareholders of Hydro One can request that a paper copy of either or both documents be sent by regular postal delivery, free of charge. Requests circular (the circular) for the company’s 2020 annual meeting of will be held: may be made by phone, email or online using the methods below. shareholders (the meeting), instead of mailing out paper copies, as By phone (English/French): 1-877-907-7643 (toll-free within North America) permitted by applicable Canadian securities laws. Electronic delivery When: or 905-507-5450 (outside of North America) is environmentally friendly and saves money. All shareholders are Friday, May 8, 2020 By email: [email protected] (outside of North America) reminded to review the circular before voting. If you have questions 9:30 a.m. – 11:00 a.m. Online: www.proxyvote.com (enter the control number located on the voting instruction form). about the notice and access, please call 1-877-907-7643 toll-free (Eastern Time) within North America, for service in English or French. This notice To receive the meeting materials prior to the proxy deadline (as defined below) for the meeting, you should make Where: your request before 5:00 p.m. (Eastern Time) on April 29, 2020. For requests received on or after the date of the provides details of the date, time and means of accessing the meeting, Virtual shareholders meeting via meeting, a paper copy will be mailed to you within 10 calendar days after receiving your request. The meeting including matters to be voted on at the meeting. Accompanying this live online audio webcast online at materials will also remain available at www.proxyvote.com for a period of at least one year after SEDAR filing. notice is a form of proxy or voting instruction form that you will need to www.virtualshareholdermeeting. vote by proxy and/or to access the virtual shareholders meeting using com/HRNNF2020 How do I vote my shares? your unique 16-digit control number. Shareholders attending the virtual shareholders meeting can vote at the meeting. Detailed information on how shareholders can participate in and vote at the meeting starts on page 7 of the accompanying circular. You may vote by proxy in any of the following ways. You will need the control number contained in the accompanying form The purpose of the meeting is to: of proxy or voting instruction form in order to vote. • Receive Hydro One’s 2019 audited consolidated financial statements together with the report of the external auditors on those statements For all shareholders, registered and non-registered (beneficial), Internet voting • Elect directors to the board for the ensuing year go to www.proxyvote.com • Appoint KPMG LLP as external auditors for the ensuing year and authorize the directors to fix their remuneration • Consider a say on executive pay shareholder resolution Telephone voting Call the toll-free number shown on the form of proxy or voting instruction form • Transact any other business as may properly come before the meeting Voting by mail or Complete the form of proxy or voting instruction form and return it in the How can I access the virtual shareholders meeting? delivery envelope provided The annual general meeting will be a virtual-only meeting via live online audio webcast available online at www.virtualshareholdermeeting.com/HRNNF2020. You will be able to access the meeting using an internet To be valid, shareholders must return their proxies using one of the above applicable methods to Broadridge connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported Financial Solutions Inc. (Broadridge), by no later than 9:30 a.m. (Eastern Time) on May 6, 2020 (the proxy across browsers and devices that are running the most updated version of the applicable software plugins. deadline) or, if the meeting is postponed or adjourned, no later than 48 hours (not including Saturdays, Sundays Detailed information on how shareholders can participate in and vote at the meeting is available starting on or statutory holidays in Ontario) prior to the reconvened meeting. Non-registered shareholders should return their page 7 of the accompanying circular. voting instruction forms to their intermediary using one of the above methods at least one business day in advance of the proxy deadline. Only registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder) will be entitled to participate in and vote at the meeting, all in Hydro One reserves the right to accept late proxies and to waive the proxy deadline, with or without notice, but is ‘real time’. Non-registered (beneficial) shareholders who do not duly appoint themselves as proxyholder may still under no obligation to accept or reject any particular late proxy. access the meeting and ask questions. Guests should register at the virtual meeting and will be able to listen to the The contents of the circular and the sending thereof to the shareholders have been approved by Hydro One’s meeting, but will not be able to vote at the meeting or ask questions. board of directors. It is important to note that shareholders will not be able to attend this year’s meeting in person. Shareholders participating in the virtual shareholders meeting must remain connected to the internet at all times during the DATED at Toronto, Ontario this 24th day of March, 2020. meeting in order to vote when balloting commences. It is the shareholders’ responsibility to ensure internet By order of the board of directors connectivity for the duration of the meeting. Why is this year’s annual general shareholders meeting virtual-only? We have decided to hold the annual general shareholders meeting virtually via a live online audio webcast this Maureen Wareham year due to the public health impact of the coronavirus (COVID-19). This measure is a proactive and prudent Corporate Secretary step to ensure the health and safety of our shareholders, employees and communities. It also affords all of our shareholders an even greater ability to participate in the annual general shareholders meeting equally, regardless of their geographic location and share ownership. PLEASE REVIEW THE CIRCULAR PRIOR TO VOTING ii Hydro One Limited | 2020 Management Information Circular Hydro One Limited | 2020 Management Information Circular iii Letter from the Table of Contents Chair of the Board BUSINESS CORPORATE EXECUTIVE 1 OF THE MEETING 2 GOVERNANCE 3 COMPENSATION Dear Shareholder, Items of Business 3 Hydro One’s Corporate Letter to Shareholders 50 You are invited to attend Hydro One Limited’s annual meeting of shareholders (the 1. Financial Statements 3 Governance Practices 26 Compensation meeting), on Friday May 8, 2020 at 9:30 a.m. (Eastern time). This year’s meeting 2. Election of Directors 3 The Governance Agreement Discussion and Analysis 54 and the July 11, 2018 Letter 3. Appointment of will be held, for the first time, in a virtual-only format via live online audio webcast Agreement with the Province 27 Other information External Auditors 4 available online at www.virtualshareholdermeeting.com/HRNNF2020. Board Structure 28 Directors’ and Officers’ 4. Say on Pay 5 Quorum 28 Liability Insurance 91 Information About Voting 6 We have decided to hold the annual general shareholders meeting virtually via a Position Description 29 Indebtedness of Directors, About the Nominated Officers and Employees 91 live online audio webcast this year due to the public health impact of the coronavirus Directors 14 Nomination of Directors 30 Interest of Informed Independence 31 (COVID-19). This measure is a proactive and prudent step to ensure the health and What We Expect from Persons in Material safety of our shareholders, employees and communities. It also affords all of our Our Directors 14 Ethical Business Conduct 31 Transactions 91 shareholders an even greater ability to participate in the annual general shareholders Our Director Nominees Skills and Experience Interest of Certain Persons at a Glance 15 of the Board 32 meeting, regardless of their geographic location and share ownership. in Matters to be Acted Upon 91 Director Profiles 15 Term Limits 33 Shareholder Proposals Director Compensation 21 Limit of Directorships 34 At this meeting, you will be voting on several important matters so please take the and Nominations 92 Director Compensation Table 22 Board Interlocks 34 Other Business 92 time to carefully consider the information set out in the accompanying management Non-Employee Director Share Majority Voting Policy 34 Additional Information 92 information circular. You will also have an opportunity to ask questions. Your vote is Ownership Requirements and Diversity and Inclusion important. We strongly encourage you to use the enclosed proxy or voting instruction Equity Ownership 23 at Hydro One 35 Schedule “A” form to submit your vote prior to the meeting.

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