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Notice of Annual Meeting of Shareholders Of Notice of Annual Meeting of Shareholders of TransCanada Corporation to be held April 27, 2012 and Management Information Circular dated February 13, 2012 With more than 60 years of experience, TransCanada is a leader in the responsible development and reliable and safe operation of North American energy infrastructure, including natural gas and oil pipelines, power generation and gas storage facilities. TransCanada is a member of both the World and North American Dow Jones Sustainability Indexes. Its common shares trade on the Toronto and New York stock exchanges under the symbol TRP. Contents LETTER TO SHAREHOLDERS ............................. 1 NOTICE OF 2012 ANNUAL MEETING ...................... 2 MANAGEMENT INFORMATION CIRCULAR ................. 3 About the shareholder meeting ........................ 4 • Voting ............................................ 4 • Business of the meeting ............................... 7 Governance ......................................... 23 • About our governance practices ......................... 23 Compensation ....................................... 43 • Compensation governance ............................ 43 • Director compensation ................................ 49 • Executive compensation ............................... 57 Other information ................................... 100 Appendices ......................................... 101 Letter to shareholders February 13, 2012 Dear Shareholder: You are invited to TransCanada Corporation’s annual meeting of common shareholders on April 27, 2012. The meeting will be held at 10 a.m. (Mountain Daylight Time) in the Palomino Rooms A-E at the BMO Centre, on the corner of 13th Avenue and Third Street S.E., Calgary, Alberta. Attending the meeting is your opportunity to meet the Board of Directors and management, learn more about our performance in 2011 and our strategy for the future, and vote in person on the items of business. If you are unable to come to the meeting, you can vote by proxy and listen to the live webcast on our website (www.transcanada.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 TransCanada in our 2011 Annual Report and on our website (www.transcanada.com). We would like to extend our sincere thanks to Wendy Dobson and David O’Brien who are retiring from the Board of Directors after many years of dedicated service to TransCanada and our shareholders. Wendy has been a director for 20 years and David has served for 11 years, and both made significant contributions to the Board and Board committees and we wish them much success. After an extensive search, the Governance Committee nominated Paula Rosput Reynolds and Richard (Rick) Waugh to be appointed to the Board. Ms. Reynolds joined the Board on November 30, 2011 and brings extensive experience in organizational leadership, risk management, pipelines, power and utilities, insurance and economics. Mr. Waugh was appointed to the Board on February 1, 2012 and brings a wealth of experience in international markets and banking, including his experience as president and chief executive officer of one of Canada’s major banks. Thank you for your continued confidence in TransCanada. We look forward to seeing you at the meeting on April 27th. Sincerely, 17FEB200612245295 13FEB200608562723 S. Barry Jackson Russell K. Girling Chair of the Board of Directors President and Chief Executive Officer Letter to the shareholders | 1 Notice of 2012 annual meeting You are invited to our 2012 annual meeting of common shareholders: WHEN Friday, April 27, 2012 Five items of business 10 a.m. Mountain Daylight Time (MDT) 1. Receive our audited consolidated financial statements for the year ended December 31, 2011, and the WHERE auditors’ report. BMO Centre 2. Elect the directors. Palomino Rooms A-E 3. Appoint the auditors and authorize 13th Avenue and Third Street S.E. the directors to set their Calgary, Alberta compensation. 4. Participate in the advisory vote on our approach to executive compensation YOUR VOTE IS IMPORTANT (‘say on pay’). If you are a shareholder of record of TransCanada common shares on February 28, 5. Consider other business that is 2012, you are entitled to receive notice of, attend and vote at this meeting. properly brought before the meeting and any meeting that is reconvened if Please take some time to read the attached Management information circular. the meeting is adjourned. It contains important information about the meeting and explains who can vote and how to vote. By order of the Board of Directors, 31MAR200401561746 Donald J. DeGrandis Vice-President and Corporate Secretary TransCanada Corporation Calgary, Alberta February 13, 2012 2 | TransCanada Corporation Management information circular We are sending you this Management information circular (circular) because you are a shareholder of record of TransCanada shares as of February 28, 2012. You have the In this document, • you, your and shareholder mean a right to attend our 2012 annual meeting of common shareholders and to vote your holder of common shares of shares in person or by proxy. If you are unable to attend the meeting, you can listen TransCanada Corporation to the webcast in English on our website (www.transcanada.com). • we, us, our and TransCanada mean Management is soliciting your proxy for the meeting, and we pay all costs for TransCanada Corporation, and • TransCanada shares and shares mean soliciting proxies. We will start mailing the proxy materials on March 14, 2012, and common shares of TransCanada will also provide the materials to brokers, custodians, nominees and other fiduciaries Corporation, to forward them to shareholders. A TransCanada employee may also contact you to unless stated otherwise. encourage you to vote. Our principal corporate and executive The Board of Directors has approved the contents of this circular, and has authorized offices are located at 450 First Street us to send it to you. We have also sent a copy to each member of our Board and to S.W., Calgary, Alberta T2P 5H1 our auditors, and will file copies with the appropriate government agencies. Unless stated otherwise, information in this document is as of February 13, 2012, and all dollar amounts are in Canadian dollars. By order of the Board of Directors, 31MAR200401561746 Donald J. DeGrandis Vice-President and Corporate Secretary TransCanada Corporation Calgary, Alberta February 13, 2012 About shareholder mailings In March 2011, we asked all registered and beneficial Our 2011 Annual Report is available on our website shareholders to advise us in writing if they did not want to receive (www.transcanada.com) and on SEDAR (www.sedar.com), or you can our 2011 Annual Report when it became available. request a free copy from our transfer agent: If you are a registered shareholder who replied that you no longer Computershare Trust Company of Canada want to receive the report, or a beneficial shareholder who did Tel: 1.800.340.5024 (toll-free within North America) not reply, you will not receive a copy. If you purchased 1.514.982.7959 (outside North America) TransCanada shares after February 28, 2012, you may also not receive a copy. Email: [email protected] 2012 Management information circular | 3 About the shareholder meeting As a shareholder of record, you are entitled to vote your Non-registered shareholders TransCanada shares at the annual meeting. The meeting will You are a non-registered (or beneficial) shareholder if your cover five items of business, which are discussed in more detail securities broker, financial institution, clearing agency, trustee or starting on page 7. custodian (your nominee) holds the shares for you in a nominee account. This next section discusses the voting process. Principal shareholders Our directors and executives are not aware of any person or Voting corporation that beneficially owns, directly or indirectly, or WHO CAN VOTE exercises control or direction over, more than 10% of our Shareholders of record as of February 28, 2012 are entitled to outstanding shares. receive notice of our 2012 annual meeting of common shareholders and vote their shares. Our Board of Directors HOW TO VOTE (Board) set this date to allow enough time for shareholders to You have two ways to vote: receive and review the materials, make their voting decisions • by proxy, or and send in their voting instructions before the deadline. • by attending the meeting and voting in person. As of February 13, 2012, we had 704,091,150 shares Voting by proxy outstanding. Each share carries the right to one vote on any Voting by proxy means you are giving someone else the item of business that properly comes before the meeting and authority to attend the meeting and vote for you (your any meeting that is reconvened if the meeting is adjourned. We proxyholder). need a simple majority of votes (50% plus one vote) for an item to be approved by shareholders. You can choose anyone to be your proxyholder – the person does not need to be a TransCanada shareholder or We also had 22 million first preferred shares (series 1), 14 million the TransCanada representatives named in the form of first preferred shares (series 3) and 14 million first preferred proxy. You should tell this person that you have shares (series 5) outstanding as of this date. The holders of these appointed him or her as your proxyholder and that he or shares do not have voting rights
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