Anatomy of an LDC Merger Alectra Inc. 1 April 2017 | Dan J. Pastoric, C.Dir., MBA, P.Eng. Forward-Looking Statement “Safe Harbour Statement” Alectra includes forward-looking information in this material. The purpose of the forward-looking information is to provide management’s expectations regarding Alectra’s future growth, results of operations, performance, business prospect and opportunities, and it may not be appropriate for other purposes. Words such as “expect”, “anticipate”, “intend”, “attempt”, “may”, “plan”, “will”, “believe”, “seek”, “estimate”, “goal”, “aim”, “target”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Alectra does not intend, and disclaims any obligation, to update any forward- looking statements, except as required by law. 2 History 1906 Birth of the electricity industry in Ontario 1923 393 MEUs 1998 307 MEUs Energy Competition Act - Goal to create competition and lower costs for consumers Splits Ontario Hydro into five new entities [OPG, H1, IESO, ESA, OEFC] Converts municipal utilities (MEUs) into OBCA corporations owned by the municipalities (LDCs) OEB Act - Proclaimed the OEB as the regulator of the new market 89 LDCs – consolidation mainly due to Hydro One and several larger LDCs mergers and acquisitions 3 Review – Market Structure 2012 • Renewing Ontario’s Electricity Distribution Sector: Putting the Consumer First • Recommendations - LDCs be consolidated into 8 to 12 regional distributors - Minimum of 400,000 customers - Contiguous and shoulders to shoulder - No sale of Hydro One assets be permitted • Not Officially Accepted by Government 4 A Transforming Industry in a Transforming World Generation • Aging plants • Early retirements Market Forces • Green energy • Consolidation Transmission & Distribution • Aging infrastructure New Technology • Reliability • IT & OT based • Green energy connections • Labour $ . Regulatory Impact of Recession / Economy • Government Policy • Social Programs . kWh Efficiency technology advances New sources of demand • e Vehicles • Electronics Increased Costs • Internet of Everything = Higher Costs Decreased kWh Per kWh Consumed 5 A Transforming Industry in a Transforming World 1. Increasing Customer Demands Seeking alternatives to traditional grid-supplied electricity More aggressive climate change policies and regulations 2. Technological Disruption Shift towards decentralization Increased connectivity and intelligence of devices 3. Search for Growth Consolidation of mega-industries / new competitors Value creation through M&A 6 Companies That Didn’t Adapt Where are they now? 7 Companies That Did Adapt Look at them now? 8 Companies That Disrupt the Industry New Competitors, New Markets 9 Disruption in the Electricity Industry • Enersource, Horizon Utilities and PowerStream were three of the largest six utilities in Ontario, a stable group of utilities adapting to industry disruption • We had a choice: Do we wait until the industry forces us to act, or, do we define our own destiny? 10 Government’s Proposal LDCs • 71 Utilities • 5.05 M Customers • Only 9 utilities over 100K • Government’s asset: Hydro One Brampton • Proposal was to use the asset to accelerate consolidation • 55 proposals / suitors - Energy Utilities, - Financial Institutions, etc. 11 Our Proposal 2015 • Focused on value to Customers and Shareholder and the acceleration of consolidation to Ontario’s electricity sector “Investing in customers, • Key Criteria: people and communities” • Consolidation Benefit “Catalyst for Consolidation” • Deal Acceptance by Shareholders Locally Owned • Propensity to Act [previous M&A activity] • Rate Payer Benefit Municipally Owned • Synergies 12 Review – Asset Optimization 2015 • Premier’s Advisory Council on Government Assets • Recommendations: • Accelerated local distribution company (LDC) consolidation by merging Hydro One Brampton with three local distribution companies • Selling a portion of Hydro One • Suspend transfer tax and the departure tax for LDCs <30,000 customers for 3-years 13 Transaction Merge (Jan 31) • PowerStream • Horizon Utilities • Enersource Acquire (Feb 28) • Hydro One Brampton 14 Transaction Official January 31, 2017 15 Momentum LDCs • 68 Utilities remain • 13 utilities are publically considering options • Vast majority of the top 20 utilities have been active • Over 50% of all utilities have taken some action to share services or be active in the market • Motivation Improve Service Increase Efficiency Reduce Costs 16 Who are we? We are communities proud of our local community uniqueness and focused on providing better value for our customers: • St. Catharines • Hamilton • Mississauga • Brampton • Vaughan • Richmond Hill • Markham • Aurora • New Tecumseth (Alliston, Beeton, Tottenham) • Bradford West Gwillimbury • Thornton (Essa) • Barrie • Penetanguishene • 50% Ownership of Collus - PowerStream (Collingwood, Thornbury, Stayner, Creemore 17 Alectra (by the Numbers) Scale • > 950,000 customers Rate Base • $2.5 bn Consolidated Assets • $3.4 bn Revenues • $528 M Service Territory • 1,800 sq. km • 19,000 km of overhead lines • 12,900 km of underground lines Energy and Capacity • 24,000 GWh (2014) • 4,000 MW peak (avg. [coincident] 2014) 18 Why? Customers • 5.9% lower average annual distribution rates throughout entire 25 year forecast period from cost savings • 8% lower than Status Quo after first 10 years; • Fully supported distribution capital plans and investment in local communities • Expectation for improved customer service levels and system reliability • 2 : 1 Benefit for Customers 19 Why? Shareholders • Material improvement in net income and dividends • Net aggregate cash synergies of $426MM in first 10 years • ($312MM OpEx/ $114MM CapEx); • Annual ongoing cash synergies of $50.5MM • ($42.5MM OpEx/ $8.0MM CapEx); • Annual OpEx synergies approximately 15% of OM&A • 10-year synergy retention under OEB consolidation policy 20 Business Case (OEB) Maintain • 3 administration centres (4 into 3 eventually) • 6 operational centres (rationalization review) Changes • IT system consolidation • Customer Care and Billing Systems (4 into 1) • Enterprise Resource Planning Systems (4 into 1) • Outage Management Systems (4 into 1) • 4 control centres + 4 backup control centres • Consolidated into 2 control centres (Northeast – Vaughan and Southwest – Hamilton) • 4 call centres • Consolidated into 2 call centres (Northeast – Vaughan and Southwest – St. Catharines) 21 Governance Ownership • No single shareholder has majority • Seven shareholders Board of Directors • 13 members • seats proportional to ownership • Board oversees the business Corporate Head Office • Mississauga Corporate Services, CDM & Non-Regulated • Vaughan Utility Operations • Hamilton 22 Not a Shareholders Shareholder • Mississauga • Borealis/OMERS) • St. Catharines • Hamilton • Barrie • Markham Acquisition • Vaughan February 28th, 2017 Three-way merger January 31st, 2017 23 How did we get here? Agreements Primary Agreements • Merger Participation Agreement “MPA” • Governs the merger of Enersource, Horizon and PowerStream to form Alectra • Unanimous Shareholders Agreement “USA” • Establishes the detailed governance rules for Alectra • Share Purchase Agreement “SPA” • Deals with the acquisition by Alectra of all of the shares of Hydro One Brampton Networks Inc. (“HOBNI”) Secondary Agreements • Numerous 24 How did we get here? Approvals Ontario Gov’t and Board of Directors (4) • Hydro One • Enersource • Horizon Utilities • PowerStream Shareholders (7) • City Councils and Borealis Competition Bureau of Canada Ontario Energy Board • Hearings • Decision in December 2016 25 Who: Knowledgeable & Objective Advisors Financial Advisors Ernst & Young Global Ltd. retained by Horizon PriceWaterhouseCoopers LLP retained by Enersource Navigant Consulting Inc. retained by PowerStream Legal Counsel Stikeman Elliott LLP retained by Horizon Borden Ladner Gervais LLP retained by Enersource Gowling Lafleur Henderson LLP retained by PowerStream Valuation Deloitte LLP Environmental Due Diligence Golder Associates Asset Due Diligence Vanry + Associates, Inc. 26 Who: Internal Governance Advisory Committee Three Board representatives of the three merging parties. Decisions made as a consolidation of equals. Transition Committee Upon signing the USA on March 2016 - proportionate Board representatives of the three merging parties. Board of Directors Upon closing and in accordance with the USA on January 2017 – finalize Board representatives - majority independent members CEO Council CEO & Presidents of all four LDCs Executive Committee Upon closing moved to CEO & direct reports 27 Who: Internal Governance Integration Committee Part of Transition Committee and then a Committee of the Board Synergy Integration and Oversight Committee AKA ‘SIOC’ – senior executives responsible for HR and Operations from all four LDCs. Managing over sub-teams with functional expertise in over 30 business areas (made up of four LDCs representations) Consolidation of Equals. Integration and Transformation Senior Executive’s role Committee of Senior Leaders Monthly dashboard and reports (Board, Shareholders & Executive) All employees have element in their Corporate Incentive Plan Strategic