ENTEGRUS INC.

TO: Mayor and Members of Council

FROM: Jim Hogan, President and CEO

DATE: September 23, 2019

SUBJECT: Entegrus Inc. 2019 Annual General Meeting

RECOMMENDATION

It is recommended that:

1. The audited consolidated financial statements of Entegrus Inc. (the “Corporation) for the financial year ended December 31, 2018 be approved and adopted in the form submitted to the shareholders of the Corporation by the Directors of the Corporation.

2. Each of the following persons to be appointed as Directors of Entegrus Inc.

Max Fantuz (Chatham-Kent independent representative) Pat McMahon (Chatham-Kent independent representative) Helen Plattis (Chatham-Kent independent representative) Counsellor Doug Sulman (Chatham-Kent representative) Mayor Darrin Canniff (Chatham-Kent representative) Lindsay Boyd (Chatham-Kent independent representative) Don Suddith (Corix Energy representative) Counsellor Gary Clarke (St Thomas representative) Joe Brophy (St Thomas independent representative)

3. Deloitte LLP be appointed as the auditors for Entegrus Inc for the year ending December 2019.

4. That Council appoint a representative and that the representative (proxy) be authorized to vote on the resolutions that are included in the 2019 Annual General Meeting of Entegrus Inc. on behalf of the Municipality.

INTRODUCTION

This is the first Annual General Meeting (AGM) report since the merger of Entegrus Powerlines Inc. (EPI) and St. Thomas Energy Inc. (STEI) which was completed on April 1, 2018. As a result of the merger the shareholder structure of Entegrus Inc. is as follows: The Municipality of Chatham-Kent 71.5% of shares, The City of St Thomas 20.6% of shares and Corix Energy Inc. has 7.9% of shares.

1

BACKGROUND

As a result of Bill 35, the Energy Competition Act, 1998 enacted by the Province of Ontario to introduce competition in the electricity market, it was necessary to incorporate and reorganize the former Public Utilities Commissions.

Entegrus Inc. (EI) and its wholly owned subsidiaries Entegrus Powerlines Inc. (EPI) and Entegrus Services Inc. (ESI) were incorporated on September 22, 2000 under the Business Corporations Act – Ontario (OBCA). As part of the incorporation, the Municipality of Chatham-Kent (MCK) transferred the electricity business and received a note receivable for $23,523,000 and 2,000 shares valued at $23,691,000.

In 2005, Entegrus Inc. purchased all the shares of Middlesex Power Distribution Corporation (MPDC). In 2008, EI issued shares representing 10% of the total outstanding shares of EI to Corix Energy Inc. (Corix) and as such, the MCK and Corix were both shareholders of EI. In 2009, EI purchased all of the shares of Newbury Power and Dutton Hydro and amalgamated those utilities into MPDC. In 2010, EI incorporated Entegrus Transmission Inc. (ETI) to invest in transmission opportunities primarily in the south-western Ontario region and to provide services to renewable generation projects.

In 2011, EI filed an application with the Ontario Energy Board (OEB) to merge MPDC and EPI. Approval was granted with an effective date of January 1, 2012. In 2017, EI incorporated Entegrus Renewable Energy Inc. (EREI) to invest in renewable energy opportunities in the south-western Ontario region.

Also, in 2017, the shareholders of EI and the City of St Thomas agreed to a transfer of new shares of EI to the City of St Thomas in exchange for all of the shares of STEI, the local electricity distributor in the City of St Thomas. The Ontario Energy Board approved the merger of EPI and STEI on March 15, 2018 and the transaction was completed on April 1, 2018.

2 COMMENTS:

Vision, Mission and Core Values Entegrus’ Vision, Mission and Core Values are important guiding principles for the corporation and all of our employees in doing what is right and is best for all stakeholders. The Entegrus Vision, Mission and Core Values are:

Vision: To be an industry leader in all we do

Mission: To provide safe, reliable delivery of electricity and related services, in an environmentally and fiscally responsible manner. To provide exceptional service to our customers, support the communities we serve and rewarding growth opportunities for our employees.

Core Values: Safety: Safety first in everything we do.

Inspired & Empowered People: Having a workforce of inspired and empowered people who are passionate about their jobs.

Customer and Community Focus: Exceeding the needs of our customers and the communities we serve, by having a customer and community focus.

Operational Excellence: Achieving operational excellence by always striving for continuous improvement.

Sustainable Growth: Delivering sustainable growth for our stakeholders through wise investments.

Health and Safety Safety of our employees and the communities we serve is the first core value and top priority for EI. In working towards meeting our health and safety objectives, EI has a Board committee that only focuses on and discusses health and safety matters. The focus on health and safety from the top assists in reinforcing the importance of a health and safety culture.

EI has been working closely with the Industrial Health and Safety Association (IHSA) for several years in delivering safety programs, along with reviewing and auditing our safety system. The IHSA program, Certification of Recognition (COR) requires annual audits and every three years the audits are performed by an external party. In 2018, the audit was performed by an external auditor and once again Entegrus and the employees were very successful and achieved a 97% score.

3 Part of EI’s strategy on health and safety is to be aware of issues and rectify them before they become a hazard. We do this by encouraging our employees to submit safety concerns as they observe them. These safety concerns are taken seriously and reviewed and rectified as soon as possible. In 2018 this program was extended to the St Thomas service area and the total safety concerns received was 117.

Community focus EI and the employees give back to the communities that we serve. It is important that EI is a good corporate citizen and as such we provide support through financial support and in-kind support of our employees participating in various activities.

Some of the support that was provided in 2018 were; St Clair College lineman program Habitat for Humanity Rotary Club of Strathroy for the palliative care room St Thomas Elgin General Hospital Foundation

In 2019, there will be additional support in the St Thomas service area as the employees are leading internal fundraising for the United Way and the Heart and Stroke Foundation.

Employees The merger has provided additional resources in areas such as engineering and line crews which are traditionally difficult to recruit. By having the additional resources, it has allowed EI to provide exceptional services to our customers.

While the additional resources have been helpful, EI will continue to experience significant turnover due to the “graying” workforce. EI will experience approximately 10% of its employees retiring in the next couple of years which would result in more than one third of the employees having less than 5 years experience.

To assist in the recruiting process EI is active with many of the post secondary institutions by hiring co-op students and support the St Clair College linemen program. These relationships have allowed EI to be successful in recruiting very knowledgeable and skilled talent.

Conservation Programs EPI is providing conservation programs as part of the Conservation First Framework (CFF) which was planned to be provided to customers for six years between 2015 to 2020. The merged conservation results for 2018 were once again exceptional as the EPI had achieved 99% of its six-year planned conservation target. Specifically, to 2018 the customers saved almost 8 Gwhs of electricity consumption and received more than $2M in direct payments

Although EPI has been successful in delivering conservation programs the provincial government has significantly changed the programs and program delivery. Effective

4 April 2019 responsibility for program delivery was taken away from local electricity distributors including EPI.

Capital Investment Program EPI has an extensive capital program, with annual expenditures of approximately $10M which includes rebuilding and modernizing portions of the distribution system each year. At various times, depending on our internal asset plan, certain parts of the system are targeted and intensive multi-phase re-construction projects, spanning years, can be seen in many of the communities we serve.

Conversion projects which involve the elimination of the antiquated lower voltage system and replacing it with a more modern 27,600-volt system are a major part of our capital program. This conversion is key to our asset revitalization strategy and allows EPI to more efficiently deploy automated equipment and evolve the system to a smart grid over time. The result is a more robust and reliable system that will be able to more effectively respond to adverse events by having enhanced fault locating capabilities; auto re-routing of power to bring the customer back on quicker; and better voltage control and stability for end customers.

Some of the conversion capital projects completed in 2018 are: • Chatham substation 4 conversion Merritt Ave • Blenheim conversion Chittim St • Starthroy substation 3 conversion Maple St • Strathroy substation 1 Locke Heights • Strathroy substation 4 Oak Ave • St Thomas Hammond / Patricia Phase 1

EPI was successful in obtaining approval from the OEB for Service Area Amendments (SAA) which allows EPI to serve customers on the outskirts of its territory rather than Hydro One. As a result, there has been significant amount of new subdivision growth served by EPI in St Thomas and Strathroy in 2018. The Chatham-Kent service area has also experienced increases in new customer growth from residential subdivisions.

Entegrus Services Inc (ESI) Included in the merger of EPI and STEI, ESI purchased the fibre network assets in St Thomas. The fibre network serves commercial and industrial customers. The other main business of ESI is data center services. The ESI earnings tripled in 2018.

Customer Service Department The customer service department continues to leverage the technology investments to deliver a higher level of service to the customers. The focus has been and continues to be around assisting customers to use technology in communicating with EPI and allowing them more options to obtain information after hours and without contacting the office by phone.

5 The number of customers that are now signed up on our customer portal is 19,683, which approximately one third of all customers. Also, in 2018, there were approximately 11,500 emails from customers that were responded to and the number of inbound phone calls received have decreased by more than 10% to approximately 53,100 calls.

EPI annually has a customer satisfaction survey undertaken by a third-party company, the 2018 results were 94% satisfied which is the same score in 2017 prior to the merger.

Transmission Business The transmission business earnings before income taxes increased by 25%. This was achieved by managing the operating costs. The transmission business continues to support the renewable generation in Chatham-Kent and is reviewing additional opportunities to increase earnings.

Ontario Energy Board (OEB) The OEB regulates the energy industry in Ontario, which includes EPI. The OEB regulates not only the rates that are charged to customers but also the level of service that is provided.

There are two main reporting tools that the OEB and EPI use in measuring service levels: • Scorecard • Efficiency ranking (Schedule 1)

The OEB scorecard for the 2018 year will be released in the fall. EPI continues to be ranked in the second most efficient cohort out of five for efficiency ranking of Local Electricity Distributors (LDCs) in Ontario by the OEB.

Financial Statement A copy of the audited consolidated financial statements for EI as at December 31, 2018 were signed by the Deloitte LLP, the auditors, on April 25, 2019, the date that the financial statements were approved by the EI Board of Directors. Some of the highlights of the 2018 results are as follows:

Financial Results The 2018 financial statements are prepared under new accounting standards, International Financial Reporting Standards (“IFRS”). The objective of IFRS is to standardize the financial reporting throughout the world. The challenge for EI is that IFRS rules can have a significant change in the presentation of net income due to the fact that its accounting rules are have a different treatment for utility / regulatory accounting. A reconciliation of the net income in the format presented prior to the requirement to prepare the financial statements under IFRS 14 is provided in Schedule 3 for information purposes.

6 The 2018 Net Earnings were $6,150,500 which is the highest ever achieved by EI and is a result of; return on the investment in North Kent Wind; the merger and; synergies from the merger.

A summary of the financial performance, EI reports the following;

1. Total assets of EI grew and the drivers for the growth are; a. Merger b. Investments in the distribution system totalling $10.9 M. Growth in capital assets is important as it assists in providing reliable service to the customers and is the main driver for revenue and earnings. 2. The financial capital structure for EI remains strong as the debt level remains below the OEB deemed level;

Financial Capital $ % OEB Deemed Short term debt $16.1M 10.0% 4.0% Long term debt / $48.0M 29.9% 56.0% Note payable Total Debt $64.1M 39.9% 60.0% Shareholder equity $96.7M 60.1% 40.0% Total Financial $160.8M 100.0% 100.0% Capital

3. Share capital increased in 2018 as a result of the merger. 4. Entegrus declared and paid the largest dividend ever due to the same reasons for the increase in net earnings.

The total payments in 2018 from Entegrus Group to the Municipality of Chatham-Kent and community is $5.9 M and is highlighted in Schedule 2.

EI once again was able to meet all its financial commitments to the shareholders and stakeholders, while making strategic investments in the core distribution business and strategic investments to expand the scope of the company.

Prepared by:

Jim Hogan Chris Cowell President & CEO Chief Financial & Regulatory Officer

7 Schedule 1 – OEB Efficiency Ranking

Ontario Energy Board Stretch Factor Assignments by Group

Group I Group II Group III Group IV Group V

Stretch Factor = 0% Stretch Factor = 0.15% Stretch Factor = 0.30% Stretch Factor = 0.45% Stretch Factor = 0.60%

Cooperative Hydro Embrun Inc. Burlington Hydro Inc. Lakefront Utilities Inc. Alectra Utilities Corporation Niagara-on-the-Lake Hydro Inc. Atikokan Hydro Inc. Algoma Power Inc.

Bluewater Power Distribution E.L.K. Energy Inc. Energy+ Inc. Lakeland Power Distribution Ltd. North Bay Hydro Distribution Limited Canadian Niagara Power Inc. West Coast Huron Energy Inc. Corporation Oakville Hydro Electricity Distribution Chapleau Public Utilities Toronto Hydro-Electric System Halton Hills Hydro Inc. Entegrus Powerlines Inc. Milton Hydro Distribution Inc. Brantford Power Inc. Inc. Corporation Limited EPCOR Electricity Distribution Newmarket-Tay Power Distribution Orillia Power Distribution Hydro Hawkesbury Inc. Centre Wellington Hydro Ltd. Festival Hydro Inc. Ontario Inc. Ltd. Corporation Espanola Regional Hydro Distribution Peterborough Distribution Northern Ontario Wires Inc. Orangeville Hydro Limited EnWin Utilities Ltd. Hydro One Networks Inc. Corporation Incorporated

Wasaga Distribution Inc. Essex Powerlines Corporation Oshawa PUC Networks Inc. ERTH Power Corporation Renfrew Hydro Inc. Hydro Ottawa Limited

Grimsby Power Incorporated Ottawa River Power Corporation Fort Frances Power Corporation Rideau St. Lawrence Distribution Inc. PUC Distribution Inc.

Hearst Power Distribution Company Thunder Bay Hydro Electricity Kenora Hydro Electric Corporation Ltd. Greater Sudbury Hydro Inc. Sioux Lookout Hydro Inc. Limited Distribution Inc.

Hydro 2000 Inc. Welland Hydro-Electric System Corp. Guelph Hydro Electric Systems Inc. Tillsonburg Hydro Inc. Wellington North Power Inc.

Kitchener-Wilmot Hydro Inc. Innpower Corporation Veridian Connections Inc.

Kingston Hydro Corporation Waterloo North Hydro Inc.

London Hydro Inc. Westario Power Inc.

Niagara Peninsula Energy Inc. Whitby Hydro Electric Corporation

8 Schedule 2

Entegrus Payments to Community $ Millions $5.9 $6.0 Total $73.1 M $5.6

$5.0 $4.7 $4.8 $4.5 $4.4 $4.5 $4.5 $4.2 $4.3 $4.0 $4.0 $3.8 $3.8 $3.3 $3.2 $3.2 $3.0 $2.4 $2.0 $2.0

$1.0

$- 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Year

Interest $26.9 M Donations $4.2 M Dividends $31.1 M SLA $10.9 M

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Schedule 3

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