Canada

(State or other jurisdiction

of incorporation or organization)

None

(I.R.S. Employer Identification No.)

Form 20-F                     

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Yes                                 

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Yes                                 

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Yes                                 

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ENBRIDGE INC.

(Registrant)

By:

/s/ “Tyler W. Robinson”

Tyler W. Robinson

Vice President & Corporate Secretary

Corporate name

Dénomination sociale

Enbridge Inc.

Corporation number

Numéro de la société

227602-0

The articles are amended as follows

Les statuts sont modifiés de la façon suivante

Declaration: I certify that I am a director or an officer of the corporation.

Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

IC 3069 (2008/04)

Interpretation

In these Series 13 Preference Share provisions, the following expressions have the meanings indicated:

“Annual Fixed Dividend Rate” means, for any Subsequent Fixed Rate Period, the annual rate of interest equal to the sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date and 2.66%;

“Bloomberg Screen GCAN5YR Page” means the display designated as page “GCAN5YR <INDEX>” on the Bloomberg Financial L.P. service or its successor service (or such other page as may replace the GCAN5YR <INDEX> page on that service or its successor service) for purposes of displaying Government of Canada bond yields;

“Book-Based System” means the record entry securities transfer and pledge system administered by the System Operator in accordance with the operating rules and procedures of the System Operator in force from time to time and any successor system thereof;

“Book-Entry Holder” means the person that is the beneficial holder of a Book-Entry Share;

“Book-Entry Shares” means the Series 13 Preference Shares held through the Book-Based System;

“business day” means a day on which chartered banks are generally open for business in both Calgary, Alberta and Toronto, Ontario;

“CDS” means CDS Clearing and Depository Services Inc. or any successor thereof;

“Common Shares” means the common shares of the Corporation;

“Definitive Share” means a fully registered, typewritten, printed, lithographed, engraved or otherwise produced share certificate representing one or more Series 13 Preference Shares;

“Dividend Payment Date” means the first day of March, June, September and December in each year;

“Fixed Rate Calculation Date” means, for any Subsequent Fixed Rate Period, the 30th day prior to the first day of such Subsequent Fixed Rate Period;

“Floating Quarterly Dividend Rate” means, for any Quarterly Floating Rate Period, the annual rate of interest equal to the sum of the T-Bill Rate on the applicable Floating Rate Calculation Date and 2.66%;

“Floating Rate Calculation Date” means, for any Quarterly Floating Rate Period, the 30th day prior to the first day of such Quarterly Floating Rate Period;

“Global Certificate” means the global certificate representing outstanding Book-Entry Shares;

“Government of Canada Yield” on any date means the yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and that appears on the Bloomberg Screen GCAN5YR Page on such date; provided that if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, then the Government of Canada Yield shall mean the arithmetic average of the yields quoted to the Corporation by two registered Canadian investment dealers selected by the Corporation as being the annual yield to maturity on such date, compounded semi-annually, that a non-callable Government of Canada bond would carry if issued, in Canadian dollars, at 100% of its principal amount on such date with a term to maturity of five years;

“Initial Fixed Rate Period” means the period from and including the date of issue of the Series 13 Preference Shares to but excluding June 1, 2020;

“junior shares” means the Common Shares and any other shares of the Corporation that may rank junior to the Preference Shares in any respect;

“Liquidation Distribution” means the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs;

“Participants” means the participants in the Book-Based System;

“Preference Shares” means the preference shares of the Corporation;

“Pro Rated Dividend” means the amount determined by multiplying the amount of the dividend payable for a Quarter in which a Liquidation Distribution, conversion or redemption is to occur by four and multiplying that product by a fraction, the numerator of which is the number of days from and including the Dividend Payment Date immediately preceding the date

fixed for Liquidation Distribution, conversion or redemption to but excluding such date and the denominator of which is 365 or 366, depending upon the actual number of days in the applicable year;

“Quarter” means a three-month period ending on a Dividend Payment Date;

“Quarterly Commencement Date” means the first day of March, June, September and December in each year, commencing June 1, 2020;

“Quarterly Floating Rate Period” means the period from and including a Quarterly Commencement Date to but excluding the next succeeding Quarterly Commencement Date;

“Series 13 Conversion Date” means June 1, 2020, and June 1 in every fifth year thereafter;

“Series 14 Preference Shares” means the Cumulative Redeemable Preference Shares, Series 14 of the Corporation;

“Subsequent Fixed Rate Period” means, for the initial Subsequent Fixed Rate Period, the period from and including June 1, 2020 to but excluding June 1, 2025, and for each succeeding Subsequent Fixed Rate Period means the period from and including the day immediately following the last day of the immediately preceding Subsequent Fixed Rate Period to but excluding June 1, in the fifth year thereafter;

“System Operator” means CDS or its nominee or any successor thereof; and

“T-Bill Rate” means, for any Quarterly Floating Rate Period, the average yield expressed as an annual rate on three month Government of Canada treasury bills, as reported by the Bank of Canada, for the most recent treasury bills auction preceding the applicable Floating Rate Calculation Date.

The expressions “on a parity with”, “ranking prior to”, “ranking junior to” and similar expressions refer to the order of priority in the payment of dividends or in the distribution of assets in the event of any Liquidation Distribution.

If any day on which any dividend on the Series 13 Preference Shares is payable by the Corporation or on or by which any other action is required to be taken by the Corporation is not a business day, then such dividend shall be payable and such other action may be taken on or by the next succeeding day that is a business day.

Dividends

During the Initial Fixed Rate Period, the holders of the Series 13 Preference Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors, out of the monies of the Corporation properly applicable to the payment of dividends, fixed cumulative preferential cash dividends at an annual rate of $1.10 per share, payable quarterly on each Dividend Payment Date in each year (less any tax required to be deducted and withheld by the

Corporation). The first dividend, if declared, shall be payable on December 1, 2014, and, if the Series 13 Preference Shares are issued on July 17, 2014, shall be in the amount of $0.4129 per Series 13 Preference Share, and if the Series 13 Preference Shares are issued after July 17, 2014, will be an amount that is prorated to reflect the period of time for which the Series 13 Preference Shares are outstanding prior to December 1, 2014, with such amount being determined by multiplying $1.10 by the number of days in the period from and including the date of issue of the Series 13 Preference Shares to but excluding December 1, 2014, and dividing that product by 365.

During each Subsequent Fixed Rate Period, the holders of the Series 13 Preference Shares shall be entitled to receive and the Corporation shall pay, as and when declared by the board of directors, out of the monies of the Corporation properly applicable to the payment of dividends, fixed cumulative preferential cash dividends, payable quarterly on each Dividend Payment Date, in the amount per share equal to the Annual Fixed Dividend Rate multiplied by $25.00 for such Subsequent Fixed Rate Period and shall be payable in equal quarterly amounts on each Dividend Payment Date in each year during such Subsequent Fixed Rate Period.

On each Fixed Rate Calculation Date, the Corporation shall determine the Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period. The Corporation shall, on each Fixed Rate Calculation Date, give written notice of the Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period to the registered holders of the then outstanding Series 13 Preference Shares. Each such notice shall be given by electronic transmission, by facsimile transmission or by ordinary unregistered first class prepaid mail addressed to each holder of Series 13 Preference Shares at the last address of such holder as it appears on the books of the Corporation or, in the event of the address of any holder not so appearing, to the address of such holder last known to the Corporation.

If a dividend has been declared for a Quarter and a date is fixed for a Liquidation Distribution, redemption or conversion that is prior to the Dividend Payment Date for such Quarter, a Pro Rated Dividend shall be payable on the date fixed for such Liquidation Distribution, redemption or conversion instead of the dividend declared, but if such Liquidation Distribution, redemption or conversion does not occur, then the full amount of the dividend declared shall be payable on the originally scheduled Dividend Payment Date.

If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Series 13 Preference Shares then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. When any such dividend is not paid in full, the Series 13 Preference Shares shall participate rateably with the Preference Shares of other series and all other shares, if any, which rank on a parity with the Preference Shares with respect to the payment of dividends, in respect of such dividends,

including accumulations, if any, in accordance with the sums which would be payable on the preference shares and such other shares if all such dividends were declared and paid in full in accordance with their terms.

The holders of the Series 13 Preference Shares shall not be entitled to any dividend other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Cheques of the Corporation payable in lawful money of Canada at par at any branch of the Corporation’s bankers for the time being in Canada shall be issued in respect of the said dividends (less any tax required to be deducted) and payment thereof shall satisfy such dividends.

Purchase for Cancellation

Redemption

Procedure on Redemption

Conversion into Series 14 Preference Shares

The Series 13 Preference Shares shall not be convertible prior to June 1, 2020. Holders of Series 13 Preference Shares shall have the right to elect to convert on each Series 13 Conversion Date, subject to the provisions hereof, all or any of their Series 13 Preference Shares into Series 14 Preference Shares on the basis of one Series 14 Preference Share for each Series 13 Preference Share. The Corporation shall, not more than 60 days and not less than 30 days prior to the applicable Series

13 Conversion Date, give notice in writing in accordance with the provisions of subparagraph 2(c) to the then registered holders of the Series 13 Preference Shares of the conversion right provided for in this paragraph 6, which notice shall set out the Series 13 Conversion Date and instructions to such holders as to the method by which such conversion right may be exercised. On the 30th day prior to each Series 13 Conversion Date, the Corporation shall give notice in writing to the then registered holders of the Series 13 Preference Shares of the Annual Fixed Dividend Rate for the Series 13 Preference Shares for the next succeeding Subsequent Fixed Rate Period and the Floating Quarterly Dividend Rate for the Series 14 Preference Shares for the next succeeding Quarterly Floating Rate Period. Such notice shall be delivered in accordance with the provisions of subparagraph 2(c).

If the Corporation gives notice as provided in paragraph 5 to the holders of the Series 13 Preference Shares of the redemption of all of the Series 13 Preference Shares, then the right of a holder of Series 13 Preference Shares to convert such Series 13 Preference Shares shall terminate effective on the date of such notice and the Corporation shall not be required to give the notice specified in subparagraph (a) of this paragraph 6.

Holders of Series 13 Preference Shares shall not be entitled to convert their shares into Series 14 Preference Shares if the Corporation determines that there would remain outstanding on a Series 13 Conversion Date less than 1,000,000 Series 14 Preference Shares, after having taken into account all Series 13 Preference Shares tendered for conversion into Series 14 Preference Shares and all Series 14 Preference Shares tendered for conversion into Series 13 Preference Shares, and the Corporation shall give notice in writing thereof in accordance with the provisions of subparagraph 2(c) to all affected registered holders of the Series 13 Preference Shares at least seven days prior to the applicable Series 13 Conversion Date and shall issue and deliver, or cause to be delivered, prior to such Series 13 Conversion Date, at the expense of the Corporation, to such holders of Series 13 Preference Shares who have surrendered for conversion any certificate or certificates representing Series 13 Preference Shares, certificates representing the Series 13 Preference Shares represented by any certificate or certificates so surrendered.

If the Corporation determines that there would remain outstanding on a Series 13 Conversion Date less than 1,000,000 Series 13 Preference Shares, after having taken into account all Series 13 Preference Shares tendered for conversion into Series 14 Preference Shares and all Series 14 Preference Shares tendered for conversion into Series 13 Preference Shares, then all of the remaining outstanding Series 13 Preference Shares shall be converted automatically into Series 14 Preference Shares on the basis of one Series 14 Preference Share for each Series 13 Preference Share on the applicable Series 13 Conversion Date and the Corporation shall give notice in writing thereof in accordance with the provisions of subparagraph 2(c) to the then registered holders of such remaining Series 13 Preference Shares at least seven days prior to the Series 13 Conversion Date.

The conversion right may be exercised by a holder of Series 13 Preference Shares by notice in writing, in a form satisfactory to the Corporation (the “Series 13

Conversion Notice”), which notice must be received by the transfer agent and registrar for the Series 13 Preference Shares at the principal office in Toronto or Calgary of such transfer agent and registrar not earlier than the 30th day prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day preceding, a Series 13 Conversion Date. The Series 13 Conversion Notice shall indicate the number of Series 13 Preference Shares to be converted. Once received by the transfer agent and registrar on behalf of the Corporation, the election of a holder to convert is irrevocable. Except in the case where the Series 14 Preference Shares are in the Book-Based System, if the Series 14 Preference Shares are to be registered in a name or names different from the name or names of the registered holder of the Series 13 Preference Shares to be converted, the Series 13 Conversion Notice shall contain written notice in form and execution satisfactory to such transfer agent and registrar directing the Corporation to register the Series 14 Preference Shares in some other name or names (the “Series 14 Transferee”) and stating the name or names (with addresses) and a written declaration, if required by the Corporation or by applicable law, as to the residence and share ownership status of the Series 14 Transferee and such other matters as may be required by such law in order to determine the entitlement of such Series 14 Transferee to hold such Series 14 Preference Shares.

If all remaining outstanding Series 13 Preference Shares are to be converted into Series 14 Preference Shares on the applicable Series 13 Conversion Date as provided for in subparagraph (d) of this paragraph 6, the Series 13 Preference Shares that holders have not previously elected to convert shall be converted on the Series 13 Conversion Date into Series 14 Preference Shares and the holders thereof shall be deemed to be holders of Series 14 Preference Shares at 5:00 p.m. (Toronto time) on the Series 13 Conversion Date and shall be entitled, upon surrender during regular business hours at the principal office in Toronto or Calgary of the transfer agent and registrar of the Corporation of the certificate or certificates representing Series 13 Preference Shares not previously surrendered for conversion, to receive a certificate or certificates representing the same number of Series 14 Preference Shares in the manner and subject to the provisions of this paragraph 6 and paragraph 11.

Subject to paragraph (h) of this paragraph 6 and paragraph 11, as promptly as practicable after the Series 13 Conversion Date the Corporation shall deliver or cause to be delivered certificates representing the Series 14 Preference Shares registered in the name of the holders of the Series 13 Preference Shares to be converted, or as such holders shall have directed, on presentation and surrender at the principal office in Toronto or Calgary of the transfer agent and registrar for the Series 13 Preference Shares of the certificate or certificates for the Series 13 Preference Shares to be converted. If only a part of such Series 13 Preference Shares represented by any certificate shall be converted, a new certificate for the balance shall be issued at the expense of the Corporation. From and after the date specified in any Series 13 Conversion Notice, the Series 13 Preference Shares converted into Series 14 Preference Shares shall cease to be outstanding and shall be restored to the status of authorized but unissued shares, and the holders thereof shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of holders in respect thereof unless the Corporation shall fail, subject to paragraph 11, to deliver to the

holders of the Series 13 Preference Shares to be converted share certificates representing the Series 14 Preference Shares into which such shares have been converted.

The obligation of the Corporation to issue Series 14 Preference Shares upon conversion of any Series 13 Preference Shares shall be deferred during the continuance of any one or more of the following events:

the issuing of such Series 14 Preference Shares is prohibited by law or by any regulatory or other authority having jurisdiction over the Corporation that is acting in conformity with law; or

for any reason beyond its control, the Corporation is unable to issue Series 14 Preference Shares or is unable to deliver Series 14 Preference Shares.

The Corporation reserves the right not to deliver Series 14 Preference Shares to any person that the Corporation or its transfer agent and registrar has reason to believe is a person whose address is in, or the Corporation or its transfer agent and registrar has reason to believe is a resident of, any jurisdiction outside of Canada if such delivery would require the Corporation to take any action to comply with the securities laws of such jurisdiction. In those circumstances, the Corporation shall hold, as agent of any such person, all or the relevant number of Series 14 Preference Shares, and the Corporation shall attempt to sell such Series 14 Preference Shares to parties other than the Corporation and its affiliates on behalf of any such person. Such sales (if any) shall be made at such times and at such prices as the Corporation, in its sole discretion, may determine. The Corporation shall not be subject to any liability for failure to sell Series 14 Preference Shares on behalf of any such person at all or at any particular price or on any particular day. The net proceeds received by the Corporation from the sale of any such Series 14 Preference Shares shall be delivered to any such person, after deducting the costs of sale, by cheque or in any other manner determined by the Corporation.

Liquidation, Dissolution or Winding- up

Restrictions on Payment of Dividends and Reduction of Capital

call for redemption, purchase, reduce stated capital maintained by the Corporation or otherwise pay off less than all of the Series 13 Preference Shares and all other Preference Shares of the Corporation then outstanding ranking prior to or on parity with the Series 13 Preference Shares with respect to payment of dividends;

declare, pay or set apart for payment any dividends (other than stock dividends in shares of the Corporation ranking junior to the Series 13 Preference Shares) on the Common Shares or any other shares of the Corporation ranking junior to the Series 13 Preference Shares with respect to payment of dividends; or

call for redemption of, purchase, reduce stated capital maintained by the Corporation or otherwise pay for any shares of the Corporation ranking junior to the Series 13 Preference Shares with respect to repayment of capital or with respect to payment of dividends;

Tax Election

Withholding Tax

Book-Based System

Subject to the provisions of subparagraphs (b) and (c) of this paragraph 11 and notwithstanding the provisions of paragraphs 1 through 10 of these share provisions, the Series 13 Preference Shares shall be evidenced by a single fully registered Global Certificate representing the aggregate number of Series 13 Preference Shares issued by the Corporation which shall be held by, or on behalf of, the System Operator as custodian of the Global Certificate for the Participants and registered in the name of “CDS & Co.” (or in such other name as the System Operator may use from time to time as its nominee for purposes of the Book-Based System), and registrations of ownership, transfers, surrenders and conversions of Series 13 Preference Shares shall be made only through the Book-Based System. Accordingly, subject to subparagraph (c) of this paragraph 11, no beneficial holder of Series 13 Preference Shares shall receive a certificate or other instrument from the Corporation or the System Operator evidencing such holder’s ownership thereof, and no such holder shall be shown on the records maintained by the System Operator except through a book-entry account of a Participant acting on behalf of such holder.

Notwithstanding the provisions of paragraphs 1 through 10, so long as the System Operator is the registered holder of the Series 13 Preference Shares:

the System Operator shall be considered the sole owner of the Series 13 Preference Shares for the purposes of receiving notices or payments on or in respect of the Series 13 Preference Shares or the delivery of Series 13 Preference Shares and certificates therefor upon the exercise of rights of conversion; and

the Corporation, pursuant to the exercise of rights of redemption or conversion, shall deliver or cause to be delivered to the System Operator, for the benefit of the beneficial holders of the Series 13 Preference Shares, the cash redemption price for the Series 13 Preference Shares or certificates for Series 14 Preference Shares against delivery to the Corporation’s account with the System Operator of such holders’ Series 13 Preference Shares.

If the Corporation determines that the System Operator is no longer willing or able to discharge properly its responsibilities with respect to the Book-Based System and the Corporation is unable to locate a qualified successor or the Corporation elects, or is required by applicable law, to withdraw the Series 13 Preference Shares from the Book-Based System, then subparagraphs (a) and (b) of this paragraph 11 shall no longer be applicable to the Series 13 Preference Shares and the Corporation shall notify Book-Entry Holders through the System Operator of the occurrence of any such event or election and of the availability of Definitive Shares to Book-Entry Holders. Upon surrender by the System Operator of the Global Certificate to the transfer agent and registrar for the Series 13 Preference Shares accompanied by registration instructions for re-registration, the Corporation shall execute and deliver Definitive Shares. The Corporation shall not be liable for any delay in delivering such instructions and may conclusively act and rely on and shall be protected in acting and relying on such instructions. Upon the issuance of Definitive Shares, the Corporation shall recognize the registered holders of such Definitive Shares and the Book-Entry Shares for which such Definitive Shares have been substituted shall be void and of no further effect.

The provisions of paragraphs 1 through 10 and the exercise of rights of redemption and conversion, with respect to Series 13 Preference Shares are subject to the provisions of this paragraph 11, and to the extent that there is any inconsistency or conflict between such provisions, the provisions of this paragraph 11 shall prevail.

Wire or Electronic Transfer of Funds

Sanction by Holders of Series 13 Preference Shares

Amendments

Interpretation

In these Series 14 Preference Share provisions, the following expressions have the meanings indicated:

“Annual Fixed Dividend Rate” means, for any Subsequent Fixed Rate Period, the annual rate of interest equal to the sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date and 2.66%;

“Bloomberg Screen GCAN5YR Page” means the display designated as page “GCAN5YR<INDEX>” on the Bloomberg Financial L.P. service or its successor service (or such other page as may replace the GCAN5YR<INDEX> page on that service or its successor service) for purposes of displaying Government of Canada bond yields;

“Book-Based System” means the record entry securities transfer and pledge system administered by the System Operator in accordance with the operating rules and procedures of the System Operator in force from time to time and any successor system thereof;

“Book-Entry Holder” means the person that is the beneficial holder of a Book-Entry Share;

“Book-Entry Shares” means the Series 14 Preference Shares held through the Book-Based System;

“business day” means a day on which chartered banks are generally open for business in both Calgary, Alberta and Toronto, Ontario;

“CDS” means CDS Clearing and Depository Services Inc. or any successor thereof;

“Common Shares” means the common shares of the Corporation;

“Definitive Share” means a fully registered, typewritten, printed, lithographed, engraved or otherwise produced share certificate representing one or more Series 14 Preference Shares;

“Dividend Payment Date” means the first day of March, June, September and December in each year;

“Fixed Rate Calculation Date” means, for any Subsequent Fixed Rate Period, the 30th day prior to the first day of such Subsequent Fixed Rate Period;

“Floating Quarterly Dividend Rate” means, for any Quarterly Floating Rate Period, the annual rate of interest equal to the sum of the T-Bill Rate on the applicable Floating Rate Calculation Date and 2.66%;

“Floating Rate Calculation Date” means, for any Quarterly Floating Rate Period, the 30th day prior to the first day of such Quarterly Floating Rate Period;

“Global Certificate” means the global certificate representing outstanding Book-Entry Shares;

“Government of Canada Yield” on any date means the yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and that appears on the Bloomberg Screen GCAN5YR Page on such date; provided that if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, then the Government of Canada Yield shall mean the arithmetic average of the yields quoted to the Corporation by two registered Canadian investment dealers selected by the Corporation as being the annual yield to maturity on such date, compounded semi-annually, that a non-callable Government of Canada bond would carry if issued, in Canadian dollars, at 100% of its principal amount on such date with a term to maturity of five years;

“junior shares” means the Common Shares and any other shares of the Corporation that may rank junior to the Preference Shares in any respect;

“Liquidation Distribution” means the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs;

“Participants” means the participants in the Book-Based System;

“Preference Shares” means the preference shares of the Corporation;

“Pro Rated Dividend” means the amount determined by multiplying the amount of the dividend payable for a Quarter in which a Liquidation Distribution, conversion or redemption is to occur by four and multiplying that product by a fraction, the numerator of which is the number of days from and including the Dividend Payment Date immediately preceding the date fixed for Liquidation Distribution, conversion or redemption to but excluding such date and the denominator of which is 365 or 366, depending upon the actual number of days in the applicable year;

“Quarter” means a three-month period ending on a Dividend Payment Date;

“Quarterly Commencement Date” means the first day of March, June, September and December in each year, commencing June 1, 2020;

“Quarterly Floating Rate Period” means the period from and including a Quarterly Commencement Date to but excluding the next succeeding Quarterly Commencement Date;

“Series 13 Preference Shares” means the Cumulative Redeemable Preference Shares, Series 13 of the Corporation;

“Series 14 Conversion Date” means June 1, 2025, and June 1, in every fifth year thereafter;

“Subsequent Fixed Rate Period” means, for the initial Subsequent Fixed Rate Period, the period from and including June 1, 2020 to but excluding June 1, 2025, and for each succeeding Subsequent Fixed Rate Period means the period from and including the day immediately following the last day of the immediately preceding Subsequent Fixed Rate Period to but excluding June 1, in the fifth year thereafter;

“System Operator” means CDS or its nominee or any successor thereof; and

“T-Bill Rate” means, for any Quarterly Floating Rate Period, the average yield expressed as an annual rate on three month Government of Canada treasury bills, as reported by the Bank of Canada, for the most recent treasury bills auction preceding the applicable Floating Rate Calculation Date.

The expressions “on a parity with”, “ranking prior to”, “ranking junior to” and similar expressions refer to the order of priority in the payment of dividends or in the distribution of assets in the event of any Liquidation Distribution.

If any day on which any dividend on the Series 14 Preference Shares is payable by the Corporation or on or by which any other action is required to be taken by the Corporation is not a business day, then such dividend shall be payable and such other action may be taken on or by the next succeeding day that is a business day.

Dividends

During each Quarterly Floating Rate Period, the holders of the Series 14 Preference Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors, out of the monies of the Corporation properly applicable to the payment of dividends, cumulative preferential cash dividends, payable on each Dividend Payment Date in each year (less any tax required to be deducted and withheld by the Corporation), in the amount per share determined by multiplying the Floating Quarterly Dividend Rate for such Quarterly Floating Rate Period by $25.00 and multiplying that product by a fraction, the numerator of which is the actual number of days in such Quarterly Floating Rate Period and the denominator of which is 365 or 366, depending upon the actual number of days in the applicable year.

On each Floating Rate Calculation Date, the Corporation shall determine the Floating Quarterly Dividend Rate for the ensuing Quarterly Floating Rate Period. Each such determination shall, in the absence of manifest error, be final and binding upon the

Corporation and upon all holders of Series 14 Preference Shares. The Corporation shall, on each Floating Rate Calculation Date, give written notice of the Floating Quarterly Dividend Rate for the ensuing Quarterly Floating Rate Period to the registered holders of the then outstanding Series 14 Preference Shares. Each such notice shall be given by electronic transmission, by facsimile transmission or by ordinary unregistered first class prepaid mail addressed to each holder of Series 14 Preference Shares at the last address of such holder as it appears on the books of the Corporation or, in the event of the address of any holder not so appearing, to the address of such holder last known to the Corporation.

If a dividend has been declared for a Quarter and a date is fixed for a Liquidation Distribution, redemption or conversion that is prior to the Dividend Payment Date for such Quarter, a Pro Rated Dividend shall be payable on the date fixed for such Liquidation Distribution, redemption or conversion instead of the dividend declared, but if such Liquidation Distribution, redemption or conversion does not occur, then the full amount of the dividend declared shall be payable on the originally scheduled Dividend Payment Date.

If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Series 14 Preference Shares then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. When any such dividend is not paid in full, the Series 14 Preference Shares shall participate rateably with the preference shares of other series and all other shares, if any, which rank on a parity with the Preference Shares with respect to the payment of dividends, in respect of such dividends, including accumulations, if any, in accordance with the sums which would be payable on the Preference Shares and such other shares if all such dividends were declared and paid in full in accordance with their terms.

The holders of the Series 14 Preference Shares shall not be entitled to any dividend other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Cheques of the Corporation payable in lawful money of Canada at par at any branch of the Corporation’s bankers for the time being in Canada shall be issued in respect of the said dividends (less any tax required to be deducted) and payment thereof shall satisfy such dividends.

Purchase for Cancellation

Redemption

$25.00 per share (the “Redemption Amount”) in the case of a redemption on a Series 14 Conversion Date on or after June 1, 2025; or

the Redemption Amount plus $0.50 per share in the case of a redemption on any other date after June 1, 2020 that is not a Series 14 Conversion Date,

Procedure on Redemption

Conversion into Series 13 Preference Shares

The Series 14 Preference Shares shall not be convertible prior to June 1, 2025. Holders of Series 14 Preference Shares shall have the right to elect to convert on each Series 14 Conversion Date, subject to the provisions hereof, all or any of their Series 14 Preference Shares into Series 13 Preference Shares on the basis of one Series 13 Preference Share for each Series 14 Preference Share. The Corporation shall, not more than 60 days and not less than 30 days prior to the applicable Series 14 Conversion Date, give notice in writing in accordance with the provisions of subparagraph 2(b) to the then registered holders of the Series 14 Preference Shares of the conversion right provided for in this paragraph 6, which notice shall set out the Series 14 Conversion Date and instructions to such holders as to the method by which such conversion right may be exercised. On the 30th day prior to each Series 14 Conversion Date, the Corporation shall give notice in writing to the then registered holders of the Series 14 Preference Shares of the Annual Fixed Dividend Rate for the Series 13 Preference Shares for the next succeeding Subsequent Fixed Rate Period and the Floating Quarterly Dividend Rate for the Series 14 Preference Shares for the next succeeding Quarterly Floating Rate Period. Such notice shall be delivered in accordance with the provisions of subparagraph 2(b).

If the Corporation gives notice as provided in paragraph 5 to the holders of the Series 14 Preference Shares of the redemption of all of the Series 14 Preference Shares, then the right of a holder of Series 14 Preference Shares to convert such Series 14 Preference Shares shall terminate effective on the date of such notice and the Corporation shall not be required to give the notice specified in subparagraph (a) of this paragraph 6.

Holders of Series 14 Preference Shares shall not be entitled to convert their shares into Series 13 Preference Shares if the Corporation determines that there would remain outstanding on a Series 14 Conversion Date less than 1,000,000 Series 13 Preference Shares, after having taken into account all Series 14 Preference Shares tendered for conversion into Series 13 Preference Shares and all Series 13 Preference Shares tendered for conversion into Series 14 Preference Shares, and the Corporation shall give notice in writing thereof in accordance with the provisions of subparagraph 2(b) to all affected registered holders of the Series 14 Preference Shares at least seven days prior to the applicable Series 14 Conversion Date and shall issue and deliver, or cause to be delivered, prior to such Series 14 Conversion Date, at the expense of the Corporation, to such holders of Series 14 Preference Shares who have surrendered for conversion any certificate or certificates representing Series 14 Preference Shares, certificates representing the Series 14 Preference Shares represented by any certificate or certificates so surrendered.

If the Corporation determines that there would remain outstanding on a Series 14 Conversion Date less than 1,000,000 Series 14 Preference Shares, after having taken into account all Series 14 Preference Shares tendered for conversion into Series 13 Preference Shares and all Series 13 Preference Shares tendered for conversion into Series 14 Preference Shares, then all of the remaining outstanding Series 14 Preference Shares shall be converted automatically into Series 13 Preference Shares on the basis of one Series 13 Preference Share for each Series 14 Preference Share on the applicable Series 14 Conversion Date and the Corporation shall give notice in writing thereof in accordance with the provisions of subparagraph 2(b) to the then registered holders of such remaining Series 14 Preference Shares at least seven days prior to the Series 14 Conversion Date.

The conversion right may be exercised by a holder of Series 14 Preference Shares by notice in writing, in a form satisfactory to the Corporation (the “Series 14 Conversion Notice”), which notice must be received by the transfer agent and registrar for the Series 14 Preference Shares at the principal office in Toronto or Calgary of such transfer agent and registrar not earlier than the 30th day prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day preceding, a Series 14 Conversion Date. The Series 14 Conversion Notice shall indicate the number of Series 14 Preference Shares to be converted. Once received by the transfer agent and registrar on behalf of the Corporation, the election of a holder to convert is irrevocable. Except in the case where the Series 13 Preference Shares are in the Book-Based System, if the Series 13 Preference Shares are to be registered in a name or names different from the name or names of the registered holder of the Series 14 Preference Shares to be converted, the Series 14 Conversion Notice shall contain written notice in form and execution satisfactory to such transfer agent and registrar directing the Corporation to register the Series 13 Preference Shares in some other name or names (the “Series 13 Transferee”) and stating the name or names (with addresses) and a written declaration, if required by the Corporation or by applicable law, as to the residence and share ownership status of the Series 13 Transferee and such other matters as may be required by such law in order to determine the entitlement of such Series 13 Transferee to hold such Series 13 Preference Shares.

If all remaining outstanding Series 14 Preference Shares are to be converted into Series 13 Preference Shares on the applicable Series 14 Conversion Date as provided for in subparagraph (d) of this paragraph 6, the Series 14 Preference Shares that holders have not previously elected to convert shall be converted on the Series 14 Conversion Date into Series 13 Preference Shares and the holders thereof shall be deemed to be holders of Series 13 Preference Shares at 5:00 p.m. (Toronto time) on the Series 14 Conversion Date and shall be entitled, upon surrender during regular business hours at the principal office in Toronto or Calgary of the transfer agent and registrar of the Corporation of the certificate or certificates representing Series 14 Preference Shares not previously surrendered for conversion, to receive a certificate or certificates representing the same number of Series 13 Preference Shares in the manner and subject to the provisions of this paragraph 6 and paragraph 11.

Subject to paragraph (h) of this paragraph 6 and paragraph 11, as promptly as practicable after the Series 14 Conversion Date the Corporation shall deliver or cause to be delivered certificates representing the Series 13 Preference Shares registered in the name of the holders of the Series 14 Preference Shares to be converted, or as such holders shall have directed, on presentation and surrender at the principal office in Toronto or Calgary of the transfer agent and registrar for the Series 14 Preference Shares of the certificate or certificates for the Series 14 Preference Shares to be converted. If only a part of such Series 14 Preference Shares represented by any certificate shall be converted, a new certificate for the balance shall be issued at the expense of the Corporation. From and after the date specified in any Series 14 Conversion Notice, the Series 14 Preference Shares converted into Series 13 Preference Shares shall cease to be outstanding and shall be restored to the status of authorized but unissued shares, and the holders thereof shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of holders in respect thereof unless the Corporation shall fail, subject to paragraph 11, to deliver to the holders of the Series 14 Preference Shares to be converted share certificates representing the Series 13 Preference Shares into which such shares have been converted.

The obligation of the Corporation to issue Series 13 Preference Shares upon conversion of any Series 14 Preference Shares shall be deferred during the continuance of any one or more of the following events:

the issuing of such Series 13 Preference Shares is prohibited by law or by any regulatory or other authority having jurisdiction over the Corporation that is acting in conformity with law; or

for any reason beyond its control, the Corporation is unable to issue Series 13 Preference Shares or is unable to deliver Series 13 Preference Shares.

The Corporation reserves the right not to deliver Series 13 Preference Shares to any person that the Corporation or its transfer agent and registrar has reason to believe is a person whose address is in, or the Corporation or its transfer agent and registrar has

reason to believe is a resident of, any jurisdiction outside of Canada if such delivery would require the Corporation to take any action to comply with the securities laws of such jurisdiction. In those circumstances, the Corporation shall hold, as agent of any such person, all or the relevant number of Series 13 Preference Shares, and the Corporation shall attempt to sell such Series 13 Preference Shares to parties other than the Corporation and its affiliates on behalf of any such person. Such sales (if any) shall be made at such times and at such prices as the Corporation, in its sole discretion, may determine. The Corporation shall not be subject to any liability for failure to sell Series 13 Preference Shares on behalf of any such person at all or at any particular price or on any particular day. The net proceeds received by the Corporation from the sale of any such Series 13 Preference Shares shall be delivered to any such person, after deducting the costs of sale, by cheque or in any other manner determined by the Corporation.

Liquidation, Dissolution or Winding-up

Restrictions on Payment of Dividends and Reduction of Capital

call for redemption, purchase, reduce stated capital maintained by the Corporation or otherwise pay off less than all of the Series 14 Preference Shares and all other Preference Shares of the Corporation then outstanding ranking prior to or on parity with the Series 14 Preference Shares with respect to payment of dividends;

declare, pay or set apart for payment any dividends (other than stock dividends in shares of the Corporation ranking junior to the Series 14 Preference Shares) on the Common Shares or any other shares of the Corporation ranking junior to the Series 14 Preference Shares with respect to payment of dividends; or

call for redemption of, purchase, reduce stated capital maintained by the Corporation or otherwise pay for any shares of the Corporation ranking junior to the Series 14 Preference Shares with respect to repayment of capital or with respect to payment of dividends;

Tax Election

Withholding Tax

Book-Based System

Subject to the provisions of subparagraphs (b) and (c) of this paragraph 11 and notwithstanding the provisions of paragraphs 1 through 10 of these share provisions, the Series 14 Preference Shares shall be evidenced by a single fully registered Global Certificate representing the aggregate number of Series 14 Preference Shares issued

by the Corporation which shall be held by, or on behalf of, the System Operator as custodian of the Global Certificate for the Participants and registered in the name of “CDS & Co.” (or in such other name as the System Operator may use from time to time as its nominee for purposes of the Book-Based System), and registrations of ownership, transfers, surrenders and conversions of Series 14 Preference Shares shall be made only through the Book-Based System. Accordingly, subject to subparagraph (c) of this paragraph 11, no beneficial holder of Series 14 Preference Shares shall receive a certificate or other instrument from the Corporation or the System Operator evidencing such holder’s ownership thereof, and no such holder shall be shown on the records maintained by the System Operator except through a book-entry account of a Participant acting on behalf of such holder.

Notwithstanding the provisions of paragraphs 1 through 10, so long as the System Operator is the registered holder of the Series 14 Preference Shares:

the System Operator shall be considered the sole owner of the Series 14 Preference Shares for the purposes of receiving notices or payments on or in respect of the Series 14 Preference Shares or the delivery of Series 14 Preference Shares and certificates therefor upon the exercise of rights of conversion; and

the Corporation, pursuant to the exercise of rights of redemption or conversion, shall deliver or cause to be delivered to the System Operator, for the benefit of the beneficial holders of the Series 14 Preference Shares, the cash redemption price for the Series 14 Preference Shares or certificates for Series 13 Preference Shares against delivery to the Corporation’s account with the System Operator of such holders’ Series 14 Preference Shares.

If the Corporation determines that the System Operator is no longer willing or able to discharge properly its responsibilities with respect to the Book-Based System and the Corporation is unable to locate a qualified successor or the Corporation elects, or is required by applicable law, to withdraw the Series 14 Preference Shares from the Book-Based System, then subparagraphs (a) and (b) of this paragraph 11 shall no longer be applicable to the Series 14 Preference Shares and the Corporation shall notify Book-Entry Holders through the System Operator of the occurrence of any such event or election and of the availability of Definitive Shares to Book-Entry Holders. Upon surrender by the System Operator of the Global Certificate to the transfer agent and registrar for the Series 14 Preference Shares accompanied by registration instructions for re-registration, the Corporation shall execute and deliver Definitive Shares. The Corporation shall not be liable for any delay in delivering such instructions and may conclusively act and rely on and shall be protected in acting and relying on such instructions. Upon the issuance of Definitive Shares, the Corporation shall recognize the registered holders of such Definitive Shares and the Book-Entry Shares for which such Definitive Shares have been substituted shall be void and of no further effect.

The provisions of paragraphs 1 through 10 and the exercise of rights of redemption and conversion, with respect to Series 14 Preference Shares are subject to the provisions of this paragraph 11, and to the extent that there is any inconsistency or conflict between such provisions, the provisions of this paragraph 11 shall prevail.

Wire or Electronic Transfer of Funds

Sanction by Holders of Series 14 Preference Shares

Amendments