Opportunity Results

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Opportunity Results OPPORTUNITY NATURAL GAS TransCanada has expanded its portfolio of commercially secured projects to $38 billion. They are all supported by strong market fundamentals and underpinned by long-term contracts. ENERGY OIL COMMUNITY RESULTS Completion of these initiatives will transform our company. Our footprint, our diversity and our revenues will grow. PEOPLE FINANCIAL STRENGTH NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 2, 2014 MANAGEMENT INFORMATION CIRCULAR DATED FEBRUARY 19, 2014 With more than 60 years’ experience, TransCanada is a leader in the responsible development and reliable operation of North American energy infrastructure including natural gas and oil pipelines, power generation and gas storage facilities. TransCanada’s common shares trade on the Toronto and New York stock exchanges under the symbol TRP. Contents LETTER TO SHAREHOLDERS ............................. 1 NOTICE OF 2014 ANNUAL MEETING ...................... 2 MANAGEMENT INFORMATION CIRCULAR ................. 3 Summary .......................................... 4 About the shareholder meeting ........................ 6 • Delivery of meeting materials .......................... 6 • Voting ........................................... 6 • Business of the meeting .............................. 9 Governance ........................................ 24 • About our governance practices ........................ 24 Compensation ...................................... 47 • Compensation governance ............................ 47 • Director compensation discussion and analysis ............. 54 • Director compensation – 2013 details .................... 58 • Human Resources committee letter to shareholders ......... 63 • Executive compensation discussion and analysis ............ 66 • Executive compensation – 2013 details ................... 94 Other information ................................... 108 Appendices ........................................ 109 Letter to shareholders February 19, 2014 Dear Shareholder: TransCanada Corporation is pleased to invite you to the annual meeting of common shareholders on May 2, 2014. The meeting will be held at 10:00 a.m. (Mountain Daylight Time) in the Palomino Rooms A-E at the BMO Centre, on the corner of 13th Avenue and 3rd Street S.E., Calgary, Alberta. Attending the meeting is your opportunity to meet the Board of Directors (Board) and management, learn more about our performance in 2013 and our strategy for the future, and vote in person on the items of business. If you are unable to attend the meeting in person, 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 2013 Annual report and on our website. We would like to extend our sincere thanks to Mr. Tom Stephens, who is retiring from the Board on May 2, 2014, for his many years of dedicated service to TransCanada and our shareholders. Mr. Stephens has served on the Board for seven years, and has made significant contributions to the Board and its committees. Mr. Stephens served as chair of the Human Resources committee for six years, where his leadership, expertise and involvement in the committee was invaluable in developing strong human resources policies and plans, succession planning, and overseeing the compensation programs. After an extensive search, the Board is nominating Mr. Siim A. Vanaselja to be appointed to the Board. Mr. Vanaselja brings considerable experience in accounting and finance, governance, management and risk management. Thank you for your continued confidence in TransCanada. We look forward to seeing you at the meeting on May 2nd. Sincerely, 17FEB200612245295 13FEB200608562723 S. Barry Jackson Russell K. Girling Chair of the Board of Directors President and Chief Executive Officer 2014 Management information circular | 1 Notice of 2014 annual meeting You are invited to our 2014 annual meeting of common shareholders: WHEN Friday, May 2, 2014 Five items of business 10:00 a.m. Mountain Daylight Time (MDT) 1. Receive our audited consolidated financial statements for the year ended December 31, 2013, and the WHERE auditors’ report. BMO Centre 2. Elect the directors. Palomino Rooms A-E 3. Appoint the auditors and authorize 13th Avenue and 3rd 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 March 4, 2014, 5. Consider other business that is you are entitled to receive notice of, attend and vote at this meeting. properly brought before the meeting or any meeting that is reconvened if Please take some time to read the attached Management information circular. It the meeting is adjourned. contains important information about the meeting and explains who can vote and how to vote. By order of the Board of Directors, 15FEB201322225686 Christine R. Johnston Vice-President and Corporate Secretary TransCanada Corporation Calgary, Alberta February 19, 2014 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 on March 4, 2014. You have the right In this document, • you, your and shareholder mean a to attend our 2014 annual meeting of common shareholders and to vote your shares holder of common shares of in person or by proxy. If you are unable to attend the meeting, you can listen to the TransCanada Corporation 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 19, 2014, and common shares of TransCanada will also provide the materials to brokers, custodians, nominees and other fiduciaries Corporation, unless stated otherwise. to forward them to shareholders. A TransCanada employee may also contact you to encourage you to vote. Our principal corporate and executive offices are located at 450 1st Street S.W., The Board of Directors (Board) has approved the contents of this circular, and has Calgary, Alberta T2P 5H1 authorized us to send it to you. We have also sent a copy to each member of our Board and to our auditors, and will file copies with the appropriate government agencies. Unless stated otherwise, information in this document is as of February 19, 2014, and all dollar amounts are in Canadian dollars. By order of the Board of Directors, 15FEB201322225686 Christine R. Johnston Vice-President and Corporate Secretary TransCanada Corporation Calgary, Alberta February 19, 2014 About shareholder mailings In March 2013, we asked all registered and beneficial Our 2013 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 2013 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 March 4, 2014, you may also not receive a copy. Email: [email protected] 2014 Management information circular | 3 Summary The following pages are key points of information you will find in this circular. You should read the entire circular before voting. Voting You will be asked to vote on three items at the meeting: Item Board recommendation More information (pages) Elect 11 directors For 11 - 22 Appoint KPMG LLP, Chartered For 9 - 10 Accountants as auditors Advisory vote on executive For 63 - 107 compensation (say on pay) Nominated Directors Number of % Votes 2013 other Director at 2013 2013 Overall public Name Occupation Age Independent since AGM Committees attendance boards Kevin E. Benson Corporate Director 66 Yes 2005 99.63% Audit (Chair) 100% 0 Governance Derek H. Burney Senior Advisor, Norton 74 Yes 2005 95.72% Audit 100% 0 Rose Fulbright Governance (Chair) Paule Gauthier Senior Partner, Stein 70 Yes 2002 95.70% Health, Safety and 100% 2 Monast L.L.P. Environment Human Resources Russell K. Girling President and CEO, 51 No 2010 99.62% – 100% 1 TransCanada Corporation S. Barry Jackson Corporate Director 61 Yes 2002 99.20% Chair 100% 1 Governance Human Resources Paula Rosput President and CEO, 57 Yes 2011 98.98% Health, Safety and 100% 3 Reynolds PreferWest, LLC Environment Human Resources John Richels President and CEO, 62 Yes 2013 – Governance 88% 2 Devon Energy Human Resources Corporation Mary Pat Corporate Director 53 Yes 2013 99.55% Audit 100% 0 Salomone Health, Safety and Environment D. Michael G. Corporate Director 62 Yes 2006 99.75% Audit 100% 2 Stewart Health, Safety and Environment (Chair) Siim A. Vanaselja Executive Vice- 57 Yes – – – – 1 President and Chief Financial Officer, BCE Inc. Richard E. Waugh Corporate Director 66 Yes 2012 99.53% Audit 100% 0 Governance 4 | TransCanada Corporation Compensation TransCanada’s
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