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TC Energy 2021 Management Information Circular

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TC Energy 2021 Management Information Circular Management information circular March 4, 2021 Notice of annual meeting of shareholders to be held May 7, 2021 24668 TC_ENGLISH Circular cover spread.pdf - p1 (March 6, 2021 00:22:29) DT Letter to shareholders ........................................... 1 Notice of 2021 annual meeting ................................ 2 About Management information circular ............................3 TC Energy Summary ....................................................................4 About the shareholder meeting ...............................6 Delivering the energy people need, every day. Safely. Delivery of meeting materials ........................................7 Responsibly. Collaboratively. With integrity. Attending and participating in the meeting .....................8 We are a vital part of everyday life — delivering the energy millions of people rely on to power their lives in a Voting ...................................................................... 10 sustainable way. Thanks to a safe, reliable network of natural gas and crude oil pipelines, along with power generation Business of the meeting .............................................. 14 and storage facilities, wherever life happens — we’re there. Guided by our core values of safety, responsibility, Governance ........................................................33 collaboration and integrity, our 7,500 people make a positive difference in the communities where we operate across About our governance practices ...................................33 Canada, the U.S. and Mexico. TC Energy’s common shares trade on the Toronto (TSX) and Sustainability and environmental, social and New York (NYSE) stock exchanges under the symbol TRP. governance matters ...................................................58 Board committees ......................................................60 Compensation .................................................... 65 We encourage you to sign up for electronic delivery of all future proxy materials. Compensation governance ..........................................65 Registered shareholders Director compensation discussion and analysis ................71 Go to www.investorcentre.com/tcenergy and click on “Sign up for eDelivery” at the bottom of the page. Enter Director compensation – 2020 details ........................... 74 your Holder Account Number from your form of proxy and enter your postal code (if you are a Canadian resident), or Human Resources committee letter to shareholders ........79 your Family or Company Name (if you are not a resident of Canada), and click “Sign In”. Executive compensation discussion and analysis .............82 Non-registered shareholders Executive compensation – 2020 details ........................108 Go to www.investordelivery.com using the control number found on your voting instruction form, click on “Enrollment Other information .............................................. 121 or Reactivation”, and follow the instructions. If you vote online, go to www.proxyvote.com, click on “Delivery Schedules ......................................................... 122 Settings”, and follow the instructions. 24668 TC_ENGLISH Circular cover spread.pdf - p2 (March 6, 2021 00:22:29) DT Letter to shareholders March 4, 2021 Dear Shareholder: TC Energy Corporation (TC Energy) is pleased to invite you to the annual meeting of common shareholders on May 7, 2021 at 10:00 a.m. (Mountain Daylight Time). This year, in light of the unprecedented impacts of COVID-19 and the paramount need to protect public health, including the health of our shareholders, employees and other stakeholders and in line with recommendations imposed by public health officials to limit public gatherings, TC Energy will be holding its meeting via a virtual- only format, using a live audio webcast available online at https://web.lumiagm.com/483912229, password "tc2021" (case sensitive). The virtual-only meeting format provides all shareholders an equal opportunity to participate at the meeting regardless of their geographic location or their particular constraints, circumstances or risks they may be facing as a result of COVID-19. At this virtual meeting, shareholders who attend online will have the opportunity to participate, ask questions and vote in real-time, provided they comply with the applicable procedures set out in this circular. Virtually attending the meeting is your opportunity to hear from our Chair and Chief Executive Officer (CEO), learn more about our performance in 2020 and our strategy for the future and vote on the items of business. If you are unable to attend the virtual meeting, you can still vote by proxy prior to the meeting and following the meeting, a live webcast of the meeting will be available on our website at www.tcenergy.com. The attached Management information circular includes important information about the meeting and how to vote. Please take some time to read the document and remember to vote. You can find more information about TC Energy in our 2020 Annual report and on our website. We would like to extend a very warm and special thank you to Mr. Russell Girling, our former President and CEO, who retired effective December 31, 2020. Over the ten years that Mr. Girling led our company, he demonstrated steadfast leadership and an unwavering commitment to TC Energy and its stakeholders. He embodied the values of safety and integrity, hard work and perseverance and his vision contributed significantly to TC Energy's growth into a market-leading company. TC Energy truly benefited from his solid leadership, business acumen and in-depth industry knowledge. We thank Mr. Girling for his dedicated service and wish him well in his retirement. We are also very pleased to recognize the appointment of Mr. Girling's successor, Mr. François Poirier, who became our new President and CEO on January 1, 2021. Mr. Poirier joined TC Energy in 2014 and has been a member of TC Energy's executive leadership team for the last five years. He has been an integral part of leading TC Energy's strategy, risk management and corporate development initiatives and has demonstrated a strong commitment to upholding TC Energy's values. We look forward to seeing him lead TC Energy in the coming years. Finally, TC Energy would like to thank Mr. Steven Williams for his service to the Board as he will not be standing for re-election this year. During his tenure with the Board, Mr. Williams served as a member of the Governance committee and Human Resources committee where his business acumen provided a valuable perspective to the Board. Thank you for your continued confidence in TC Energy. Mr. Poirier and I look forward to your participation in the meeting on May 7. Sincerely, Siim A. Vanaselja Chair of the Board of Directors TC Energy Management information circular 2021 | 1 Notice of 2021 annual meeting You are invited to our 2021 annual meeting of common shareholders: Six items of business 1. Receive our audited WHEN consolidated financial Friday, May 7, 2021 at 10:00 a.m. statements for the year ended Mountain Daylight Time (MDT) December 31, 2020, and the auditors’ report. WHERE 2. Elect the directors. Virtual-only meeting via live audio webcast online at 3. Appoint the auditors and https://web.lumiagm.com/483912229 authorize the directors to fix password "tc2021" (case sensitive) their remuneration. 4. Participate in the advisory vote YOUR VOTE IS IMPORTANT on our approach to executive compensation (say on pay). If you are a shareholder of record of TC Energy Corporation common shares on 5. Approve amendments to By-law March 22, 2021, you are entitled to receive notice of, attend and vote at this Number 1. meeting. 6. Consider other business that is Please take some time to read the attached Management information circular. It properly brought before the contains important information about the meeting and explains who can vote meeting or any meeting that is and how to vote. reconvened if the meeting is adjourned. By order of the Board of Directors, Christine R. Johnston Vice-President, Law and Corporate Secretary TC Energy Corporation Calgary, Alberta March 4, 2021 2 | TC Energy Management information circular 2021 Management information circular We are sending you this Management information circular (circular) because you In this document, are a shareholder of record of TC Energy common shares on March 22, 2021. You • you, your and shareholder mean a have the right to participate in our 2021 annual meeting of common shareholders holder of common shares of TC and to vote your shares online at the meeting or by proxy. The meeting can be Energy Corporation, accessed at https://web.lumiagm.com/483912229, password "tc2021" (case • we, us, our and TC Energy mean TC Energy Corporation, and sensitive). Following the meeting, a webcast in English, including the live • TC Energy shares and shares mean question and answer session, will be available for viewing on our website common shares of TC Energy (www.tcenergy.com). Corporation, unless stated Management is soliciting your proxy for the meeting, and we pay all costs for otherwise. doing so. We will start mailing the proxy materials on March 30, 2021, and will Our principal corporate and also provide the materials to brokers, custodians, nominees and other fiduciaries executive offices are located at to forward them to shareholders. A TC Energy employee may also contact you by 450 - 1 Street S.W., Calgary, Alberta T2P 5H1 phone or email to encourage you to vote. The Board of Directors (Board) has
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