NOTICE OF ANNUAL MEETING OF COMMON SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR FRIDAY, JUNE 5, 2020 We are all facing unprecedented circumstances with the global COVID-19 pandemic. At Emera, the health and safety of our people, customers, communities and Shareholders is our number one priority. In the interest of public safety, we are providing additional options for remote participation in our Annual Meeting of Shareholders. Our 2020 annual meeting will take place on June 5, at 2:00 p.m., at Emera Place, 5151 Terminal Road in Halifax. Emera is subject to the Nova Scotia Companies Act annual general meeting requirements, as well as directives under the Nova Scotia Health Protection Act and Emergency Management Act regarding social distancing and limits on the size of gatherings, which are currently limited to no more than five people. Given the management participants and IT support required to run the meeting, if these restrictions remain in place we will not be able to accommodate any other attendees in person. Shareholders will be able to participate in the meeting by webcast and will be able to exercise voting rights electronically during the meeting. Shareholders will be able to ask questions through the webcast site, or they may submit questions in advance to [email protected], or in writing at the address provided in this Management Information Circular (“Circular”). Emera strongly encourages Shareholders to take advantage of their option to vote by proxy, in advance, or to attend the meeting electronically. Details on how to participate in the meeting will be described in this Circular and will be available prior to the meeting on our website at www.emera.com/investors. Please check the website regularly for updates. Thank you for your support in helping to keep each other safe at this time. If you have any questions regarding our Annual Meeting of Shareholders, please contact Emera’s Corporate Secretary, Stephen Aftanas, at [email protected], in writing to P.O. Box 910, Halifax, Nova Scotia B3J 2W5 or by calling 1-800-358-1995 from anywhere in North America or (902) 428-6060 within the Halifax-Dartmouth area. Jackie Sheppard Scott Balfour Chair, Emera Inc. President and CEO, Emera Inc. NOTICE OF ANNUAL MEETING OF COMMON SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR ABOUT EMERA From our origins as a single electric utility in Nova Scotia, Emera has grown into an energy leader serving customers in Canada, the US and the Caribbean. We primarily invest in regulated electricity generation, and electricity and gas transmission and distribution, with a strategic focus on transformation from high carbon to low carbon energy sources. TABLE OF CONTENTS Notice of Annual Meeting 4 Management Information Circular 5 Business of the Meeting 8 Director Nominees 9 Skills and Experience 10 Statement of Corporate Governance Practices 26 A Letter from the Management Resources and Compensation Committee to Our Shareholders 46 Statement of Executive Compensation 49 Compensation Discussion and Analysis 56 Performance Graph 73 NEO Summary Compensation Table 75 Appendix “A” – Board of Directors Charter 90 Appendix “B” – Resolution Amending the Employee Common Share Purchase Plan 92 EMERA INCORPORATED 1 NOTICE OF ANNUAL MEETING OF COMMON SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR FELLOW SHAREHOLDERS, On behalf of Emera’s Board of Directors, I am pleased to invite you to participate in our Annual Meeting of Shareholders taking place on Friday, June 5, 2020 at 2:00 p.m. (Atlantic Time) at Emera Place, 5151 Terminal Road, Halifax, Nova Scotia. In light of the global COVID-19 pandemic and in order to protect the health and safety of Shareholders, our team and the community, we are providing additional options for remote participation in this year’s meeting. The meeting will be conducted via webcast at https://web.lumiagm.com/148086240. Shareholders will be able to exercise voting rights during the meeting via the webcast. Inside this Circular, you will find important information and instructions about how to participate in the virtual meeting. These details are also available on our website: www.emera.com/investors. In the interest of public safety, Emera strongly encourages Shareholders to take advantage of their option to vote by proxy in advance, or to participate in the meeting through electronic means. Please take time to read our Circular as it contains important information about the business to be conducted at the Meeting. It is important to us that your shares be counted. A TRANSFORMATIVE YEAR Last year, Emera significantly advanced its strategy of safely delivering cleaner, affordable and reliable energy for customers, while taking important steps to strengthen the balance sheet and prepare the company for future growth. Some of the Company’s key accomplishments in 2019 include: • Executing on a robust funding and growth plan, including the sale of three merchant gas plants in New England and the sale of Emera Maine (completed in Q1 2020). Capital received from these sales will be reinvested into Emera’s businesses that are driving our strongest growth and financial returns. • Significant progress on the Big Bend Modernization project in Florida, which is an $850 million USD investment to convert coal power generating units to natural gas. This project will improve land, water and air emissions, generate customer savings and improve efficiency. • In Florida, our first phase of solar is nearing completion – Solar Wave 1 is an $850 million USD investment to install 600MW of solar generation at Tampa Electric. We also recently announced an $800 million USD investment to install another 600MW of solar in Florida by the end of 2023. • While the 2019 financial results were down from last year, this year-over-year reduction was expected and largely the result of the timing of the sale of the New England gas plants, the cost of Hurricane Dorian and unfavourable weather conditions for Emera Energy’s marketing and trading business. • 2019 reported net income was $663 million, or $2.76 per common share, down from $710 million, or $3.05 per common share, in 2018. • 2019 adjusted net income was $621 million, or $2.59 per common share, down from $671 million, or $2.88 per common share, in 2018. • The strong underlying financial performance of Emera’s utilities delivered a competitive 10 per cent earnings growth year over year. • Nova Scotia Power reached 30 per cent renewable energy and expects to reach 40 per cent in 2020, and 60 per cent by 2021. • Incredible response by employees to the devastating impacts of Hurricane Dorian on Grand Bahama and in Nova Scotia. • Successfully worked with the Government of Nova Scotia to remove the legislative restrictions on non-Canadian resident ownership of Emera shares. For additional details on Emera’s key operational accomplishments, see Emera’s 2019 Annual Report. LONG-TERM SHAREHOLDER RETURNS The timing of asset sales, the impact of Hurricane Dorian and unfavourable weather conditions for Emera Energy’s marketing and trading business all contributed to lower consolidated financial results for Emera in 2019. While these types of impacts can lead to fluctuations in earnings per share (EPS), Emera’s core business of regulated utilities continues to deliver strong growth. As always, the Board of Directors and Emera’s leadership team remain focused on delivering shareholder value over the long term. For a view of long-term shareholder returns, please see the Management Resources and Compensation Committee’s Letter to Shareholders on page 46 of this Circular. 2 EMERA INCORPORATED NOTICE OF ANNUAL MEETING OF COMMON SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) The Board continued to focus on overseeing ESG risks and opportunities in the business. Emera’s long-standing strategy is rooted in sustainability. Across the Company, the team is focused on generating and delivering cleaner energy, operating with strong social values and ensuring responsible governance. Through customer focused investments, the Company is driving the transition from higher to lower carbon energy within our portfolio of electric and gas utilities and in turn, these investments are driving Emera’s growth. As Shareholders and other stakeholders become increasingly engaged on ESG matters, Emera is committed to transparency, enhancing ESG disclosures and continuing to advance the strategy. Emera’s 2019 Sustainability Report will be published later this year. Previous reports are available here: www.emera.com/ sustainability. ENGAGING SHAREHOLDERS Emera places great importance on gathering feedback from Shareholders through a strong shareholder engagement program and we continually review our approach. In 2019, the team met regularly with analysts, investors and Shareholders to provide updates on the strategy and encourage dialogue on the business. The Board receives regular reports on Management’s engagement with Shareholders and is committed to ensuring Shareholders have clear and direct access to the Board through disclosure and related materials. As part of our commitment to receiving direct feedback from our Shareholders and having constructive dialogue about our compensation decisions and other governance matters, we will once again be presenting a “Say on Pay” non-binding advisory resolution at this year’s Annual Meeting of Shareholders. CORPORATE GOVERNANCE Emera’s Board of Directors annually reviews our approach to corporate governance. We monitor best practices of leading corporations with a view to enhancing governance to create and preserve long-term shareholder value. In addition, the Board has met with the Canadian Coalition for Good Governance, an organization representing institutional investors focused on promoting good governance practices. Details of Emera’s corporate governance practices can be found on page 26 of this document. Over the past few years, we have implemented a comprehensive board renewal policy that anticipates turnover due to Board retirements. We have strategically recruited strong new members with skills and experience important to the Company’s evolving business.