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Annual Information Form ATCO LTD. ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2017 FEBRUARY 21, 2018 This Annual Information Form (AIF) is meant to help readers understand the business and operations of ATCO Ltd. (ATCO, our, we, us, or the Company). Unless otherwise noted, the information contained within this AIF is presented as at December 31, 2017. The Company is controlled by Sentgraf Enterprises Ltd. and its controlling share owner, the Southern family. The Company includes controlling positions in Canadian Utilities Limited (52.6 per cent ownership) and ATCO Structures & Logistics Ltd. (100 per cent ownership). Terms used throughout this AIF are defined in the Glossary at the end of this document. TABLE OF CONTENTS Page Corporate Structure ............................................................................................................................................................... 2 ATCO Core Values and Vision................................................................................................................................................ 4 ATCO Strategies ...................................................................................................................................................................... 6 Business Description ............................................................................................................................................................. 8 Structures & Logistics Global Business Unit .................................................................................................................. 8 Electricity Global Business Unit ....................................................................................................................................... 14 Pipelines & Liquids Global Business Unit ....................................................................................................................... 22 Corporate & Other ............................................................................................................................................................ 28 Performance Summary ......................................................................................................................................................... 29 Three Year History.................................................................................................................................................................. 30 Structures & Logistics Global Business Unit .................................................................................................................. 30 Electricity Global Business Unit ....................................................................................................................................... 33 Pipelines & Liquids Global Business Unit ....................................................................................................................... 35 Corporate & Other ............................................................................................................................................................ 37 Capital Redeployment ...................................................................................................................................................... 37 Regulatory Developments..................................................................................................................................................... 38 Employee Information ........................................................................................................................................................... 42 Sustainability, Climate Change and the Environment ....................................................................................................... 42 Business Risks ........................................................................................................................................................................ 42 Dividends ................................................................................................................................................................................ 43 Capital Structure .................................................................................................................................................................... 43 Credit Ratings ......................................................................................................................................................................... 45 Market for Securities of the Company................................................................................................................................. 47 Directors and Officers ........................................................................................................................................................... 48 Transfer Agent and Registrar ................................................................................................................................................ 55 Legal Proceedings and Regulatory Actions ......................................................................................................................... 55 Material Contracts.................................................................................................................................................................. 55 Interests of Experts ................................................................................................................................................................ 56 Non-GAAP and Additional GAAP Measures ........................................................................................................................ 56 Forward Looking Information............................................................................................................................................... 56 Additional Information .......................................................................................................................................................... 56 Glossary ................................................................................................................................................................................... 57 Appendix 1 - Details of Generating Plants .......................................................................................................................... 58 Appendix 2 - Audit & Risk Committee Information............................................................................................................ 60 1 ATCO LTD. 2017 ANNUAL INFORMATION FORM CORPORATE STRUCTURE ATCO Ltd. is the successor to the business founded in 1947 by the late S.D. Southern and the late R.D. Southern. It was incorporated under The Companies Act (Alberta) by Certificate of Incorporation on August 31, 1962. The Company was continued under the Business Corporations Act (Alberta) on March 13, 1984. The address of the head office and registered office of the Company is 4th Floor, West Building, 5302 Forand Street S.W., Calgary, Alberta, T3E 8B4. A significant change to the Company’s corporate structure occurred in June 1980 when ATCO acquired a 58.1 per cent controlling interest in Canadian Utilities Limited (Canadian Utilities) from IU International Corporation of Philadelphia. In March 1999, Canadian Utilities was reorganized to separate its Alberta-based regulated businesses from the non- regulated businesses. This reorganization was implemented by the transfer of the common shares and debt of the regulated subsidiaries from Canadian Utilities to CU Inc., in return for common shares of CU Inc. As a result of the reorganization, the Company’s Alberta Utilities, which had been financed by Canadian Utilities, are now mainly financed by CU Inc. The common shares and debt of those regulated subsidiaries are held by CU Inc. INTERCORPORATE RELATIONSHIPS With approximately 7,000 employees and assets of $22 billion, ATCO is a diversified global corporation delivering service excellence and innovative business solutions in Structures & Logistics (workforce housing, innovative modular facilities, construction, site support services, and logistics and operations management); Electricity (electricity generation, transmission, and distribution); Pipelines & Liquids (natural gas transmission, distribution and infrastructure development, energy storage, and industrial water solutions); and Retail Energy (electricity and natural gas retail sales). More information can be found at www.atco.com. ATCO LTD. 2017 ANNUAL INFORMATION FORM 2 SIMPLIFIED ORGANIZATIONAL STRUCTURE The following chart includes the names of the Company’s principal Business Units, as well as the principal subsidiaries comprising the Business Units, and the jurisdictions in which they were incorporated. The chart also shows the percentages of such subsidiaries' shares the Company beneficially owns, controls or directs, either directly or indirectly. (1) At December 31, 2017, the Company owned 89.5 per cent of the Class B common shares, which are the only voting securities outstanding, and 38.8 per cent of the Class A non-voting shares of Canadian Utilities, for an aggregate ownership of 52.6 per cent. (2) The organizational chart does not include all of the subsidiaries of the Company. The assets and revenues of excluded subsidiaries in the aggregate did not exceed 20 per cent of the total consolidated assets or total consolidated
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