10-K/A

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No. 1

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from

 to

 Commission file number 1-15254

 ENBRIDGE INC.

 (Exact Name of Registrant as Specified in Its Charter)

 Canada

 98-0377957

 (State or Other Jurisdiction of

 Incorporation or Organization)

 (I.R.S. Employer

 Identification No.)

 200, 425 - 1st Street S.W.

 Calgary, Alberta, Canada T2P 3L8

 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code ( 403) 231-3900

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading

 Symbol(s)

 Name of each exchange

 on which registered

 Common Shares

 ENB

 New York Stock Exchange

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes
 No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes
 No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
 No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
 filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2
 of the Exchange Act.

 Large Accelerated Filer

 Accelerated Filer

 Non-Accelerated
 Filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes
 No

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
 of the Exchange Act). Yes
 No

 The aggregate market value of the registrant's common shares held by non-affiliates
 computed by reference to the price at which the common equity was last sold on June 30, 2024, was approximately US$ 77.5 billion.
 As at February 7, 2025, the registrant had 2,179,049,670 common shares outstanding.

 Auditor Firm ID: PCAOB ID 271

 Auditor Name: PricewaterhouseCoopers LLP

 Auditor Location: Calgary, Canada

 EXPLANTORY NOTE

 Enbridge Inc., a corporation existing under the Canada Business Corporations Act

, qualifies as a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although, as a foreign private issuer, Enbridge Inc. is not required to do so, Enbridge Inc. currently files annual reports on Form 10-K,
 quarterly reports on Form 10-Q,
 and current reports on Form 8-K
 with the Securities and Exchange Commission ("SEC") instead of filing the reporting forms available to foreign private issuers. Enbridge Inc. prepares and files a management proxy circular and related material under Canadian requirements. As Enbridge Inc.'s management proxy circular is not filed pursuant to Regulation 14A, Enbridge Inc. may not incorporate by reference information required by Part III of its Form 10-K
 from its management proxy circular.

 Enbridge Inc. filed its Annual Report on Form 10-K
 for the fiscal year ended December 31, 2024 (the "Original Filing") on February 14, 2025. In reliance upon and as permitted by Instruction G(3) to Form 10-K,
 Enbridge Inc. is filing this Amendment No. 1 on Form 10-K/A
 in order to include in the Original Filing the Part III information not previously included in the Original Filing.

 Except as stated herein, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and, other than the information provided in Parts III and IV hereof, we have not updated the disclosures contained in the Original Filing to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

 In this Amendment No. 1 on Form 10-K/A,
 the terms "Enbridge," "we," "us," "our" and "Company" mean Enbridge Inc. "Board of Directors" or "Board" means the Board of Directors of Enbridge. "Enbridge shares" or "common shares" mean common shares of Enbridge. All dollar amounts are in Canadian dollars ("C$" or "$") unless stated otherwise. US$ means United States of America ("U.S.") dollars.

 All references to our websites and to our Canadian management proxy circular, dated March 4, 2025 and filed with the SEC on March 11, 2025 as Exhibit 99.1 to our Current Report on Form 8-K
 (the "Circular") contained herein do not constitute incorporation by reference of information contained on such websites and the Circular and such information should not be considered part of this document.

 Page

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Exhibit Index

 Signatures

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 DIRECTORS OF REGISTRANT
 Director nominee profiles
 Shareholders elect directors to the Board for a term of one year, expiring at the end of the next annual meeting. The profiles that follow provide information about the nominated directors, including their backgrounds, experience, current directorships, Enbridge shares and deferred share units held and the Board committees they sit on. Additional information about the skills and experience of our director nominees can be found beginning on page 18. There is no familial relationship between any of the current or nominated directors and our executive officers.

 Q
 Which Enbridge facility visit over the past year has enhanced your perspective of Enbridge, and how?

 A
 "This past year, I had the opportunity to visit the Enbridge Ingleside Energy Center – the largest crude oil export terminal by volume in North America. This visit highlighted the key strategic role that the Ingleside Terminal plays in connecting North American energy to international markets. I also had the opportunity to tour the Edmonton Terminal, the starting point of our Liquids Pipelines Mainline, and the Control Centre, which provided a first-hand opportunity to see the people and technologies it takes to operate our systems safely and reliably every day. These boots-on-the ground interactions enhance our understanding of Enbridge's business and help the Board exercise its stewardship role."

 Mayank (Mike) M. Ashar

 Calgary, Alberta, Canada

 July 29, 2021

 May 2030

 97.30%

 Mr. Ashar has been Principal at Bison Refining and Trading LLC since 2018. He was previously an Advisor at Reliance Industries Limited from 2016 to 2018 and an Executive Director, Managing Director and Chief Executive Officer of Cairn Energy India Ltd. from 2014 to 2016. Prior to that, Mr. Ashar served as President of Irving Oil Ltd. from 2008 to 2013. He held various senior leadership positions at Suncor Energy Inc. from 1987 to 2008. Mr. Ashar holds a Master of Business Administration, Bachelor of Arts, Master of Engineering and a Bachelor of Science from the University of Toronto. Mr. Ashar is a member of the Institute of Corporate Directors.

 100%

 Governance

 100%

 Human Resources and Compensation

 100%

 Total

 100%

 29,397

 $5,616,896

 N/A

 Teck Resources Ltd.

 Q
 What do you think is a key risk for the Company and how is the Board working with management to proactively manage that risk?

 A
 "One of the key risks for the Company is ensuring safety and reliability across our operations. The Board of Directors takes this risk very seriously and our Safety and Reliability Committee works closely with management to help the Board understand this risk at a deep level and ensure we have the appropriate management systems in place. By maintaining a strong safety culture and a disciplined approach to risk mitigation, the Board and management work together to ensure that safety and reliability remain foundational to our success and growth."

 Age 67
 Houston, Texas, USA

 November 4, 2021

 May 2033

 97.62%

 Mr. Banister is the founder and CEO of Different Points of View, a private firm that provides advisory services in the areas of leadership and safety. He served as President & CEO of Aera Energy LLC, an oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil from 2007 until his retirement in 2015. Prior to that, Mr. Banister held various senior leadership positions at Shell from 1980 to 2007. Mr. Banister holds a Bachelor of Science in Metallurgical Engineering from the South Dakota School of Mines and Technology. In February 2023, Mr. Banister was recognized as one of the Top 25 Black Board Members in the U.S. by BoardProspects.

 100%

 Audit, Finance and Risk

 100%

 Safety and Reliability (Chair)

 100%

 Total

 100%

 15,501

 $2,390,324

 Dow, Inc.
 (public materials science company)

 • Member, compensation and leadership development committee and the health, safety, environment & technology committee

 Private 6

 Russell Reynolds Associates
 (leadership advisory and search firm)

 • Chair

 • Member, compensation committee

 Tyson Foods

 Q
 In what notable ways has the Board evolved over your tenure as a director?

 A
 "We've had significant Board refreshment over the past several years – we are now more diverse in gender, ethnicity, experience and age, which has really helped to bring new perspectives and energy to the Board. And as our strategy has evolved, so too has the skillset of the directors that serve on the Board, including incorporating expertise in areas such as energy transition, public policy and regulation, and cybersecurity. By continuously updating our skills and knowledge, we ensure that the Board remains well-equipped to provide effective oversight and strategic guidance for the Company."

 Houston, Texas, USA

 February 13, 2019

 May 2031

 96.95%

 Ms. Cunningham was an Advisor for Darcy Partners from 2017 until 2019. From 2014 to 2017, Ms. Cunningham was Executive Vice President, EHSR (Environment, Health, Safety, Regulatory) and New Frontiers (global exploration, new ventures, geoscience and business innovation) at Noble Energy, Inc. From 2001 to 2013, she held various senior management roles with Noble Energy, Inc. Prior thereto, Ms. Cunningham held positions with Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation. Ms. Cunningham holds a Bachelor of Arts in Geology and Geography from McMaster University, is a graduate of Rice University's Executive Management Program, and is an executive coach. She was also Chair of the OTC (Offshore Technology Conference) from 2010 to 2011.

 100%

 Sustainability (Chair)

 100%

 Human Resources and Compensation

 100%

 Total

 100%

 3,502

 30,686

 $2,056,066

 Chord Energy Corporation (formerly known as Whiting Petroleum Corporation) (oil and gas exploration and production)

 • Chair

 Oil Search Limited

 Q
 What action is the Company taking to increase shareholder value?

 A
 "We are committed to being a first-choice investment opportunity today and into the future. Enbridge's business model is designed to succeed and deliver reliable cash flow in all market cycles. In 2024, we announced our 30 th consecutive annual increase to the common share dividend – and consistent dividend growth remains an important component of our investor value proposition, underpinning our dividend aristocrat status. We're positioned to grow our business well into the future – and our balance sheet strength helps to ensure we can optimize shareholder returns."

 Age 60
 Houston, Texas, USA

 Not Independent

 February 27, 2017

 May 2039

 96.09%

 Mr. Ebel was appointed as President and Chief Executive Officer of Enbridge on Jan. 1, 2023, and continues to sit as a member of the Board of Directors. Mr. Ebel was Chair of the Board from 2017 to 2022. He served as Chairman, President and CEO of Spectra Energy from 2009 until 2017. Prior to that time, Mr. Ebel served as Spectra Energy's Group Executive and Chief Financial Officer beginning in 2007. He served as President of Union Gas Limited from 2005 until 2007, and Vice President, Investor & Shareholder Relations of Duke Energy Corporation from 2002 until 2005. Mr. Ebel joined Duke Energy in 2002 as Managing Director of Mergers and Acquisitions in connection with Duke Energy's acquisition of Westcoast Energy Inc. Mr. Ebel holds a Bachelor of Arts (Honours) from York University and is a graduate of the Advanced Management Program at the Harvard Business School. Mr. Ebel has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University's CERT division.

 Enbridge Board/Board committee memberships 7

 100%

 Enbridge shares (excluding stock options) 4

required 8

 672,484

 58,778

 $43,978,097

 N/A

 The Mosaic Company (public producer and marketer of concentrated phosphate and potash)

 • Chair of the Board

 • Member, audit committee and corporate governance and nominating committee

 Baker Hughes Company

 Q
 What action is the Board taking to lead the Company through the energy transition?

 A
 "Enbridge has a long history of sustainability and innovation. To be resilient and thrive through the energy transition, Enbridge must continue to be adaptable – constantly evolving to meet the needs of our stakeholders. By engaging in year-round strategic planning and fundamentals, the Board is directly involved in driving sustainability practices and positioning the Company to support the energy transition.
 Part of this is ensuring that our Board members possess the necessary expertise to navigate this complex landscape. For example, as President & CEO of a fuel cell company, I can bring those insights and perspectives to our Board."

 Age 58
 Westport, Connecticut, USA

 May 4, 2022

 May 2041

 97.55%

 Mr. Few is President & CEO of FuelCell Energy, Inc., a global leader in manufacturing stationary fuel cell energy platforms for decarbonizing power and producing hydrogen. FuelCell Energy's purpose is to enable a world empowered by clean energy. For more than 35 years, Mr. Few has been a business leader, entrepreneur, and technology leader across various industries. He is also the founder and senior managing partner of BJF Partners, LLC, a privately held strategic transformation consulting firm, where he has served since 2016. Mr. Few has worked at the intersection of transformation across technology and energy for Global Fortune 500, small/midcap, and privately held energy, technology, and telecommunication firms, including NRG/Reliant, Continuum Energy, Motorola, AT&T, and Sustayn Analytics L.L.C. Mr. Few holds a Master of Business Administration from Northwestern University's J.L. Kellogg School of Management, and a Bachelor of Business Administration (Computer Systems in Business) from Ohio University School of Business.

 100%

 Audit, Finance and Risk

 100%

 Sustainability

 100%

 Safety and Reliability 9

 100%

 Total

 15 out of 15

 100%

 –

 11,404

 $685,837

 FuelCell Energy, Inc. (molten carbonate fuel cell technology company)

 • Chair, executive committee

 Private6

 Atlantic Aviation (flight support and ground handling services company)

 • Member, ESG committee

 Marathon Oil Corporation

 Q
 What interested you most about joining the Enbridge Board of Directors?

 A
 "What interested me most about joining the Board is Enbridge's unwavering commitment to safety, integrity, respect, and inclusion. These values resonate deeply with my own professional principles and experiences. With over 40 years in the energy industry, I have always prioritized these principles in my work. Additionally, Enbridge's strategic vision and leadership in the energy sector are impressive. The Company's focus on sustainability, innovation, and growth in both traditional and renewable energy sources present exciting opportunities. I look forward to working with my fellow Board members and the management team to navigate the challenges and opportunities ahead, and to help drive Enbridge's strategic priorities forward."

 Douglas L. Foshee

 Age 65
 Houston, Texas, USA

 January 1, 2025

 May 2035

 Mr. Foshee is the owner and founder of Sallyport Investments, a family office investing in private equity and venture capital. He has more than 40 years of energy industry experience, including as Chair, President and CEO of El Paso Corporation from 2003 to 2012, as Chief Financial Officer and then Chief Operations Officer of Halliburton Company from 2001 to 2003, and as Chair, President and CEO of Nuevo Energy from 1996-2001. Mr. Foshee holds a Master of Business Administration (Finance and Public Administration) from Rice University and a Bachelor of Business Administration from Texas State University.

 Board of Directors 10

 N/A

 Human Resources and Compensation Committee 10

 Safety and Reliability Committee 10

 5,000

 –

 300,700

 Private

 Combined Arms (organization delivering innovative SaaS technology that optimizes connection to resources, improving the quality of life for veterans and military families)

 • Chair

 Marathon Oil Corporation

 Q
 How did the new director orientation enhance your understanding of the Company?

 A
 "I joined the Enbridge Board in May of last year and was impressed with Enbridge's director orientation program. I had the opportunity to meet with the Chair of the Board, the President & CEO, and various senior management members. These discussions provided valuable insights into the Company's strategic priorities and operational challenges. Overall, the orientation program was comprehensive and tailored to my individual needs and areas of interest, allowing me to quickly get up to speed and contribute effectively to the Board's oversight and strategic guidance."

 Age 60
 Calgary, Alberta, Canada

 May 8, 2024

 May 2040

 99.56%

 Ms. Jang served as Executive Vice President and Chief Financial Officer for Stantec Inc., a top-tier global engineering and design firm, from 2019 until her retirement in 2024. Prior thereto, Ms. Jang spent more than 25 years in the North American energy infrastructure sector, including serving as Senior Vice President and Chief Financial Officer for Veresen Inc. from 2014 to 2017. From 2006 to 2014, Ms. Jang held various financial leadership roles with Veresen. Prior thereto, Ms. Jang held positions with TransCanada Corporation (now TC Energy Corporation). Ms. Jang holds a Bachelor of Commerce (Accounting) from the University of Calgary and is a Fellow of the Chartered Professional Accountants. Ms. Jang was named as one of Canada's Top 100 Most Powerful Women by the Women's Executive Network in 2022. In 2024, she was inducted into the Hall of Fame by IR Magazine, awarded CFO of the year by Environmental Financial Consulting Group, and was named one of Canada's Best Executives by The Globe and Mail Report on Business.

 Board of Directors 11

 3 out of 3

 100%

 Audit, Finance and Risk 11

 100%

 Sustainability 11

 100%

 Total

 7 out of 7

 100%

 4,872

 $1,286,274

 Private 6

 STARS Air Ambulance
 (non-profit organization that provides emergency medical transport across Western Canada)

 • Chair, audit committee

 Q
 What was your most memorable interaction with Enbridge employees over the past year, and what value did it bring in your role as a director?

 A
 "One of my most memorable interactions with Enbridge employees over the past year was participating in the fireside chat hosted by Women@Enbridge, alongside my fellow Board member, Susan Cunningham. This event provided a unique opportunity to engage with a diverse group of employees and discuss our career journeys, views on success, and strategies for overcoming challenges. The fireside chat was not only an inspiring experience but also incredibly valuable in my role as a director – it allowed me to gain deeper insights into the perspectives and aspirations of our employees. Hearing their stories and understanding their challenges reinforced the importance of fostering an inclusive and supportive work environment at Enbridge."

 Boulder, Colorado, USA

 February 12, 2019

 May 2031

 97.08%

 Ms. Madden was the Executive Vice President and Chief Financial Officer of Xcel Energy, Inc., an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Prior thereto, Ms. Madden served as Controller of Rogue Wave Software, Inc. as well as New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. Ms. Madden holds a Bachelor of Science in Accounting from Colorado State University and a Master of Business Administration from Regis University. Ms. Madden has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University's CERT division.

 100%

 Audit, Finance and Risk (Chair)

 100%

 Governance

 100%

 Total

 100%

 5,454

 29,277

 $2,088,722

 The Cooper Companies, Inc. (medical device company)

 • Chair, audit committee

 • Member, organization and compensation committee

 Peabody Energy Corp.

 Q
 What was the most
 valuable takeaway from the Board's interactions with the Indigenous Advisory Group ("IAG") in 2024?

 A
 "The most valuable takeaway was the profound understanding that "business must move at the speed of trust." This insight was shared by a member of the IAG during our first in-person meeting, which underscored the importance of building and maintaining strong relationships with Indigenous and Tribal communities. Our meetings with the IAG have provided invaluable cultural guidance and Indigenous perspectives on business decisions that impact our people and communities. Overall, the engagement with the IAG has enriched our understanding of Indigenous perspectives and has reinforced the importance of trust and collaboration in achieving mutually beneficial outcomes."

 Age 44
 Calgary, Alberta, Canada

 November 28, 2023

 May 2056

 99.46%

 Ms. Minhas is an entrepreneur and venture capitalist in the liquor industry as CEO and co-founder of Minhas Brewery, Distillery and Winery since 1999. Ms. Minhas has extensive business and entrepreneurial experience in brand development, marketing, sales management and retail negotiation and holds an ESG designation and certification from Competent Boards. Ms. Minhas was appointed as a member of the Council of the Alberta Order of Excellence, effective January 1, 2025.

 100%

 Sustainability

 100%

 Safety and Reliability

 100%

 Total

 100%

 4,095

 $266,480

 Private 6

 ATB Financial
 (financial institution and Crown corporation wholly owned by the Province of Alberta)

 • Member, human resources committee

 • Member, risk and governance committee

 YYC Calgary Airport Authority
 (not-for-profit, non-share capital corporation responsible for the operation and management of YYC Calgary International Airport)

 • Member, audit committee

 • Member, planning and development committee

 Q
 What do you view as the hallmarks of a healthy corporate governance framework?

 A
 "Good governance really hinges on the tone set at the top and the cultivation of a strong, ethical culture. Leaders must demonstrate transparency and accountability, ensuring that these values permeate every level of the organization. By emphasizing clear accountability, proactive risk management, and regular stakeholder engagement, organizations can build a governance structure that not only supports sustainable growth but also enhances trust and credibility with all stakeholders."

 Ottawa, Ontario, Canada

 June 4, 2020

 May 2031

 97.60%

 Mr. Poloz was Governor of the Bank of Canada from 2013 until his retirement in 2020, in which capacity he served as Chair of the Board of Directors, and on the Board of Directors of the Bank for International Settlements. Prior thereto, Mr. Poloz spent 14 years with Export Development Canada, in various roles including Chief Economist, Head of Lending, and President & Chief Executive Officer. He previously spent five years at BCA Research as managing editor of The International Bank Credit Analyst, and 14 years at the Bank of Canada in economic research and forecasting. He holds a Bachelor of Arts (Honours) in Economics from Queen's University, and an MA and PhD in Economics from the University of Western Ontario. He is an Honourary Certified International Trade Professional and a graduate of Columbia University's Senior Executive Program. He is also author of The Next Age of Uncertainty: How the World Can Adapt to a Riskier Future, published by Penguin Random House Canada. In 2024, Mr. Poloz was named an Officer of the Order of Canada.

 100%

 Audit, Finance and Risk 12

 100%

 Governance (Chair)

 100%

 Safety and Reliability 12

 100%

 Total

 100%

 1,736

 28,099

 $1,794,277

 CGI Inc.
 (IT and business consulting services company)

 • Member, audit and risk management committee

 Q
 There has been significant Board refreshment over the past several years – what does the Board look for when recruiting new directors?

 A
 "Strong Board refreshment practices ensure we consistently introduce new ideas and expertise, to help guide Enbridge through an evolving energy landscape. When recruiting new directors, the Governance Committee follows a rigorous process to identify candidates who can best advance the Company's strategic priorities. We believe that having more diverse perspectives in the boardroom leads to more robust dialogue and drives better decisions. The key is to make sure our director recruitment criteria evolve alongside the business strategy and responds to market challenges."

 Age 65
 Toronto, Ontario, Canada

 November 4, 2021

 May 2034

 97.29%

 Ms. Rowe served as Vice Chair, Investments, Ontario Teachers' Pension Plan from 2020 until her retirement in 2023. From 2019 to 2020, she was Executive Managing Director, Equities, at Ontario Teachers, an independent organization responsible for administering and managing the assets of the Ontario Teachers' Pension Plan. Prior to that, she was Senior Managing Director, Ontario Teachers' Private Capital from 2010 to 2019. Ms. Rowe held several executive positions at Scotiabank from 1987 to 2010, including President and Chief Executive Officer of Scotia Mortgage Corporation and Roynat Capital Inc. Ms. Rowe holds a Master of Business Administration from York University, Schulich School of Business and a Bachelor of Commerce (Honours) from Memorial University. Ms. Rowe is a member of the Institute of Corporate Directors.

 100%

 Governance

 100%

 Human Resources and Compensation

 100%

 Total

 100%

 35,903

 13,469

 $2,969,232

 TD Bank Financial Group
 (Canadian multinational banking and financial services corporation)

 • Member, audit committee

 Private 6

 CFPT Trustee Inc.

 (wholly-owned subsidiary of Cadillac Fairview, owner, operator, investor and developer of properties in North America)

 • Chair, human resources and compensation committee

 • Member, governance committee

 Q
 In your view, what factors are important in a succession planning strategy for the CEO and senior management?

 A
 "A successful succession planning strategy involves several key factors. It requires a strategic approach aligned with the company's long-term goals, the development of a strong internal talent pipeline, and regular assessments of potential leaders. The Human Resources and Compensation Committee plays a pivotal role in this process by overseeing executive development, conducting regular assessments of potential leaders, and aligning our practices with industry best standards. This holistic approach positions Enbridge to be well-prepared for future leadership transitions with capable and visionary leaders."

 Calgary, Alberta, Canada

 May 4, 2022

 May 2031

 92.85%

 Mr. Williams has more than 40 years of international energy industry experience. He served as Chief Executive Officer of Suncor Energy from 2012 until his retirement in 2019 and as President from 2011 to 2018. Prior to that, Mr. Williams held various senior leadership roles at Suncor and for 18 years at Esso/Exxon. Mr. Williams is one of 12 founding Chief Executive Officers of Canada's Oil Sands Innovation Alliance and attended the 2015 United Nations Climate Change Conference in Paris as an official member of the Government of Canada delegation. Mr. Williams has a Bachelor of Science (Honours) in chemical engineering from Exeter University and is a Fellow of the Institution of Chemical Engineers. He is also a graduate of the business economics program at Oxford University and the advanced management program at Harvard Business School. Mr. Williams is a member of the Institute of Corporate Directors.

 100%

 Human Resources and Compensation (Chair)

 100%

 Safety and Reliability

 100%

 Total

 100%

 32,282

 24,026

 $3,386,363

 Alcoa Inc. (public aluminum manufacturing company) 13

 • Chair of the Board

 Smiths Group plc (engineering and technology company)

 • Chair of the Board

 • Chair, nomination and governance committee

 • Member, remuneration and people committee

 • Chair, separation oversight committee

 1 Percentages are rounded to the nearest whole number. Includes all meetings held in 2024.
 2 Based on information provided by the director nominees and is as at the date of this Amendment No. 1.
 3 DSUs refer to deferred share units, as defined on page 66.
 4 Total market value = number of common shares and DSUs closing price of Enbridge shares on the TSX on March 4, 2025 of $60.14, rounded to the nearest dollar.
 5 Directors must hold at least three times their annual US$315,000 Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.4382, the published WM/Reuters 4 pm London exchange rate for December 31, 2024. All current directors meet or exceed this requirement except Mr. Few, Ms. Minhas, Ms. Jang and Mr. Foshee, who have until May 4, 2027, November 28, 2028, May 8, 2029, and January 1, 2030, respectively, to meet this requirement.
 6 Public means a corporation or trust that is a reporting issuer in Canada, a registrant in the U.S., or both, that has publicly listed equity securities. Private means a corporation, trust, or other entity that is not a reporting issuer or registrant.
 7 Mr. Ebel is not a member of any Board committee, but as a director and President & CEO, he attends their meetings upon request.
 8 As President & CEO, Mr. Ebel is required to hold Enbridge shares equal to eight times his base salary (see page 42).
 9 Mr. Few ceased being a member of the Safety and Reliability Committee on May 8, 2024.
 10 Mr. Foshee was appointed to the Board on January 1, 2025 and was appointed to the Human Resources and Compensation "HRC" Committee and Safety and Reliability Committee on February 12, 2025.
 11 Ms. Jang was appointed to the Board, Audit, Finance and Risk Committee and Sustainability Committee on May 8, 2024.
 12 Mr. Poloz ceased being a member of the Audit, Finance and Risk Committee and was appointed to the Safety and Reliability Committee on May 8, 2024.
 13 Mr. Williams is not standing for re-election as a director of Alcoa Inc. at their 2025 Annual Meeting of Stockholders.

 Retiring director
 Pursuant to our director tenure policy, as set out in our Governance Guidelines, Pamela Carter is not standing for re-election as a director of Enbridge and will retire at the end of the Meeting as she will have reached the age of 75. Ms. Carter was appointed as Chair of the Board effective January 1, 2023. and has served as a director since February 27, 2017. She was the Vice President of Cummins Inc. and President of Cummins Distribution Business, a division of Cummins Inc., a designer, manufacturer and marketer of diesel engines and related components and power systems, from 2008 until her retirement in 2015. Ms. Carter joined Cummins Inc. in 1997 as Vice President – General Counsel and Corporate Secretary and held various management positions within Cummins. Prior to joining Cummins Inc., Ms. Carter served in the private practice of law as partner and associate and in various capacities with the State of Indiana, including Parliamentarian in the Indiana House of Representatives, Deputy Chief-of-Staff to Governor Evan Bayh, Executive Assistant for Health Policy and Human Services and Securities Enforcement Attorney for the Office of the Secretary of State. She served as the Attorney General for the State of Indiana from 1993 to 1997 and was the first African American woman to be elected state attorney general in the U.S.
 Ms. Carter holds a Bachelor of Arts from the University of Detroit, a Master of Social Work from the University of Michigan, a Doctor of Jurisprudence from McKinney School of Law, Indiana University, and completed the Harvard Kennedy School program, Senior Executives in State and Local Government. Ms. Carter has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University's CERT division.
 Ms. Carter received a 2018 Sandra Day O'Connor Board Excellence Award honouring her for her demonstrated commitment to board excellence and diversity. She also received an award as one of the top 100 board members from NACD in 2018 and top 25 director from Black Enterprise Magazine in 2018. Ms. Carter was named by Savoy Magazine as one of the 2021 Most Influential Black Corporate Directors.
 Ms. Carter's other public company board and committee memberships are as follows:

 Public

 Hewlett Packard Enterprise Company
 (public technology company)

 Broadridge Financial Solutions Inc.
 (public financial services company)

 • Chair, human resources and compensation committee
 • Member, audit committee

 • Chair, audit committee
 • Member, governance and nominating committee

 Independence
 The Governance Committee is responsible for ensuring the Board functions independently of management. The majority of our directors must be independent, as defined by Canadian securities regulators in NI 52-110, NYSE rules and SEC rules and regulations. Our Governance Guidelines, available on our website (enbridge.com), provide that the Board shall consist of a substantial majority of independent directors. The Board uses a detailed annual questionnaire to assist in determining if each director is independent and makes this determination annually or more frequently, as required.
 The Board has determined that 11 of our 12 director nominees, including the Chair of the Board, are independent. Mr. Ebel is not independent because he is our President & CEO. Mr. Tutcher, who retired from the Board on May 8, 2024, and Ms. Carter, who is retiring and not standing for re-election as a director at the Meeting, were also independent. Each of the Board's five standing committees is comprised entirely of independent directors.
 Current Board committee participation
 The following table outlines Board committee participation as of the date of this Amendment No. 1. Each of our Board committees is comprised entirely of independent Board members. Gregory L. Ebel is not a member of any Board committees but attends committee meetings in his capacity as President & CEO.

 Audit, Finance and
 Risk Committee

 Sustainability
Committee

 Governance
Committee

 Human Resources and
Compensation
Committee

 Safety and Reliability
Committee

 (Chair) 1

(Chair)

 Stephen S. Poloz (Chair)

(Chair)

(Chair)

 Douglas L. Foshee

 Jason B. Few 1

 Theresa B.Y. Jang 1

 Douglas L. Foshee

 Ms. Madden, Ms. Jang and Mr. Few each qualify as an audit committee financial expert, as defined under the Exchange Act. The Board has also determined that all members of the Audit, Finance and Risk Committee are financially literate, in accordance with Canadian Securities Administrators National Instrument 52-110 — Audit Committees ("NI-52-110") and the rules of the NYSE.

 Mix of skills and experience
 We maintain a skills and experience matrix for our directors that we use in our assessment of Board composition and in the recruitment of new directors. The table below indicates each director nominee's skills and experience, based on self-assessments.

 Area

 Primary Industry Background

 Energy

 Utilities

 Industrial

 Financial Services

 Functional Experience

 Accounting/Finance/Audit/ Economics 1

 Capital Markets and Mergers & Acquisitions 2

 CEO / Executive Leadership 3

 Energy Transition 4

 ESG, Corporate Social Responsibility & Sustainability 5

 Governance 6

 Government, Policy, Legal & Regulatory 7

 Health, Safety & Environment 8

 Human Resources / Compensation 9

 Industry – Energy/Midstream/Utilities/ Transportation 10

 International Business 11

 Operations 12

 Risk Management 13

 Strategy and Leading Growth 14

 Information Technology/Cybersecurity 15

 Experience in financial accounting, reporting and corporate finance with knowledge of internal controls.

 Experience with capital raising transactions and M&A transactions.

 Experience as a CEO, CFO or executive officer of a publicly listed company or major organization.

 Experience with policy, regulations, operations, transactions relating to renewable energy sources, new energy technologies, and climate change.

 Understanding of ESG, corporate social responsibility and sustainability practices and their relevance to corporate success.

 Experience as a board member of a publicly listed company or major organization.

 Experience in, or a strong understanding of, the workings of government and public policy in Canada, U.S. and internationally, legal and regulatory, and in stakeholder engagement or management.

 Thorough understanding of industry regulations and public policy and leading practices of workplace safety, health and the environment.

 Strong understanding of compensation, benefit and pension programs, legislation and agreements, with specific expertise in executive compensation programs.

 Experience in the energy industry (including pipelines), and knowledge of markets, financials, operational issues and regulatory issues.

 Experience working in a major organization with global operations where Enbridge is or may be active.

 Experience overseeing operations as a senior executive with a strong understanding of operating plans and business strategy.

 Experience in risk governance, including oversight of annual review of principal risks or identifying principal risks, or monitoring or implementing a risk management program.

 Experience driving strategic direction and leading growth of an organization.

 Experience in information technology and data security systems.

 EXECUTIVE OFFICERS OF REGISTRANT
 The information regarding executive officers is included in Part I. Item 1. Business—Executive Officers of the Original Filing and is accordingly not included in this Amendment No.1.
 CORPORATE GOVERNANCE
 Regulations, rules and standards
 Enbridge is a "foreign private issuer" pursuant to applicable U.S. securities laws. Accordingly, Enbridge is permitted to follow home country practice instead of certain governance requirements set out in the NYSE rules, provided we disclose any significant differences between our governance practices and those required by the NYSE. Further information regarding those differences is available on our website (enbridge.com).
 We have a comprehensive system of stewardship and accountability that meets applicable Canadian and U.S. requirements, including:

 •

 Canadian Securities Administrators NI 52-110, National Policy 58-201 – Corporate Governance Guidelines, and National Instrument 58-101 – Disclosure of Corporate Governance Practices

 •

 requirements of the Canada Business Corporations Act

 •

 the corporate governance guidelines of the NYSE and TSX

 A CULTURE OF ETHICAL CONDUCT
 Statement on business conduct
 Our Statement on Business Conduct ("SOBC") is our formal statement of the expectations that apply to all individuals at Enbridge and our subsidiaries, including our directors, officers, employees, and contingent workers, as well as consultants and contractors retained by Enbridge. The SOBC outlines our expectations in various areas, including:

 •

 complying with the law, applicable rules and all policies

 •

 avoiding conflicts of interest, including examples of acceptable forms of gifts and entertainment

 •

 avoiding financial crimes such as anti-corruption, sanctions, money laundering and human rights violations

 •

 acquiring, using and maintaining Company assets (including computers and communication devices) appropriately

 •

 understanding data privacy, records management, and proprietary, confidential and insider information

 •

 protecting health, safety and the environment

 •

 interacting with landowners, customers, shareholders, employees and others

 •

 respectful workplace/no harassment

 The current version of the SOBC is available on our website. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, and waivers from, the provisions of the SOBC by posting such information on our website (enbridge.com).
 On the commencement of employment with Enbridge and annually thereafter, all active Enbridge employees and contingent workers are required to complete mandatory SOBC training and certify compliance with the SOBC. Directors must also certify their compliance with the SOBC on an annual basis.
 With the integration of the three U.S. gas utilities acquired in 2024, we are postponing SOBC training for these employees until later in 2025. Excluding these employees, as of the date of this Amendment No. 1, approximately 99.9% of Enbridge employees and contingent workers have certified compliance with the SOBC for the year ended December 31, 2024. All directors serving on the Board as of December 31, 2024 have also certified their compliance with the SOBC for the year ended December 31, 2024.

 AUDIT, FINANCE & RISK COMMITTEE
 The Audit, Finance and Risk Committee fulfills public company audit committee obligations and assists the Board with oversight of the integrity of the Company's financial statements; the Company's compliance with legal and regulatory requirements; the independent auditor's qualifications and independence; and the performance of the Company's internal audit function and external auditors. The committee also assists the Board with the Company's risk identification, assessment and management program.
 Financial literacy
 The Board considers an individual to be financially literate if they can read and understand financial statements that are generally comparable to our Company's in breadth and complexity of issues. The Board has determined that all members of the Audit, Finance and Risk Committee are financially literate, in accordance with NI 52-110 and NYSE rules. The Board has also determined that Ms. Madden, Ms. Jang, and Mr. Few each qualify as an audit committee financial expert, as defined under the Exchange Act. The Board bases this determination on each director's education, skills and experience.

 ITEM 11. EXECUTIVE COMPENSATION
 As a foreign private issuer in the United States, we are deemed to comply with this Item if we provide information required by Items 6.B and 6.E.2 of Form 20-F, with more detailed information provided if otherwise made publicly available or required to be disclosed in Canada. We have provided information required by Items 6.B and 6.E.2 of Form 20-F in the Circular. As a foreign private issuer in the United States we are not required to disclose executive compensation according to the requirements of Regulation S-K that apply to U.S. domestic issuers, and we are not otherwise required to adhere to the U.S. requirements relative to certain other proxy disclosures and requirements. Our executive compensation disclosure complies with Canadian requirements, which are, in many respects, substantially similar to U.S. rules.
 Compensation committee interlocks and insider participation
 During 2024, no two director nominees were members of the same board of directors of another public company.

 Compensation discussion and analysis
 The following compensation discussion and analysis describes the 2024 compensation programs for our Named Executive Officers ("NEOs").
 2024 NEOs

 President & CEO

 Executive Vice President & Chief
 Financial Officer ("CFO")

 Executive Vice President &
 President, Gas Transmission &
 Midstream

 Executive Vice President &
 President, Liquids Pipelines

 Reginald D. Hedgebeth 1
 Executive Vice President, External
 Affairs & Chief Legal Officer

 Executive summary
 The HRC Committee works on behalf of shareholders to ensure our executive compensation programs are aligned with performance, designed to retain top talent, and motivate Enbridge's senior leaders to bring our vision, values and strategy to life. We are pleased to share our approach to executive compensation and highlight key accomplishments we considered in determining 2024 compensation awards for the executive leadership team. The decisions related to executive compensation are guided by our compensation philosophy and reflect our ongoing desire to drive sustainable growth and create long-term value, positioning us to be the first-choice energy delivery company for our customers, communities, shareholders and employees.
 Advancing strategic priorities
 At Enbridge, our commitment to a strong, growing dividend is a core component of our shareholder offering and that commitment bolsters the discipline we exercise across all capital allocation decisions we make. We prioritize attractive risk-adjusted investments in utility-like, highly predictable assets. In 2024, we added significant visibility to our growth outlook through the acquisition of three premier U.S. natural gas utilities, in addition to investing in vital infrastructure across our industry-leading footprint.
 We placed over $5 billion of assets into service in 2024 across a wide range of sectors and regions and added $8 billion of accretive organic projects to our secured growth program which now sits at $26 billion. Enbridge also announced and closed three tuck-in acquisitions during the year which totaled approximately $1 billion. These additions are highly strategic natural gas and liquids assets in the Permian Basin and U.S. Gulf Coast, connected to Enbridge's existing infrastructure, extending and optimizing our customer service offering.
 Our values of Safety, Integrity, Respect, Inclusion and High Performance guide every decision made at Enbridge. Safety is, and always will be, our highest priority. Despite having strong results in many areas of safety and reliability, in 2024 we experienced incidents in our gas distribution business resulting in fatalities. These incidents have deepened our resolve to do everything possible to prevent incidents like this in the future.

 Mr. Hedgebeth joined Enbridge on September 17, 2023 and was appointed Executive Vice President, External Affairs and Chief Legal Officer effective January 1, 2024.

 2024 achievements

 • Achieved over 37% total shareholder return ("TSR")
 • Record financial results, continuing our 19-year history of meeting or exceeding financial guidance
 • Announced 30 th consecutive annual dividend increase
 • Completed the $19 billion acquisition of three premier U.S. natural gas utilities
 • Placed over $5 billion of growth capital into service
 • Sanctioned $8 billion of new organic growth diversified across all four business units
 • Acquired equity stakes in the Whistler Pipeline joint venture and the Delaware Basin Residue ("DBR") system, establishing a Permian Basin natural gas footprint
 • Reached a negotiated settlement on Texas Eastern Pipeline
 • Recycled over $3 billion of capital at attractive valuations
 • Issued 23 rd annual Sustainability Report

 DCF per share 1

 DCF and DCF per share are non-GAAP measures; these measures are defined and reconciled in the Non-GAAP and other financial measures section of Appendix B.

 Compensation highlights
 In considering executive compensation outcomes for the year, the HRC Committee assessed performance against financial, strategic and operational objectives that were approved by the Board at the beginning of the year and evaluated in the context of our compensation philosophy. The HRC Committee and Board also reviewed key performance indicators relative to our performance peer group, including dividend per share growth, earnings per share growth, distributable cash flow ("DCF") per share growth and TSR, and based on the review, approved the 2024 incentive payouts.
 In 2024, our STIP design shifted to one company scorecard with certain variability of business unit financial performance, designed to align financial and non-financial goals to drive collective outcomes across the business. We are pleased to share that we delivered strong financial results within the financial guidance range, executed on our business strategy, and advanced goals related to environmental sustainability, social, and governance practices, resulting in overall payouts for our NEOs ranging from 149% to 163% of target.
 Performance stock unit ("PSU") awards are subject to pre-established and specific performance hurdles determined upon grant. The 2022 PSU grant vested in 2024 and achieved an overall result at target based on our three-year DCF per share growth targets and relative weighted TSR against our performance peer group over the three-year term.
 The awards earned were consistent with our pay-for-performance philosophy, and more information is provided in the following materials.

 Compensation philosophy
 Enbridge's approach to executive compensation is governed by the HRC Committee and approved by the Board. A rigorous pay-for-performance philosophy is embedded in our short-, medium-, and long-term compensation programs and designed to align with the interests of Enbridge shareholders and other stakeholders, through five main objectives:

 Align to Enbridge's business strategy

 • Our compensation programs are designed to motivate management to deliver exceptional value by focusing on safe and reliable operations while maintaining financial strength and flexibility and executing on growth opportunities consistent with our low-risk business model

 • Compensation program payouts are designed to align with achievement of our strategic priorities and outcomes

 Align to Enbridge's values

 • Enbridge is committed to delivering steady, visible and predictable results, and operating our assets in an ethical and responsible manner

 • Our compensation programs reward behaviours and outcomes closely aligned to our values

 • We assess performance and compliance against our sustainability metrics

 Attract and retain a highly effective executive team

 • Incenting and engaging a high performing executive team is essential for achieving our strategic goals and desire to build a sustainable future for Enbridge

 • Total direct compensation is targeted at the median of our compensation benchmarking peer group of U.S. and Canadian companies to reflect Enbridge's identity as a North American leader

 • Compensation programs reward employees for high performance and their potential for future contributions

 Incent and reward for performance

 • Performance is the cornerstone of Enbridge's compensation strategy. Our pay-for-performance approach rewards management for their contributions to the enterprise, business unit and individual results against objectives that support the achievement of our strategic priorities

 • A significant portion of the target compensation mix for the President & CEO and the other NEOs is "at risk". Incentives are "at risk" because payout is not guaranteed, and their values are determined based on each metric's guidance range and specific performance criteria

 • When assessing performance, the HRC Committee considers performance results in context of other qualitative factors not captured in the formal metrics, including key performance indicators relative to peers, such as TSR, dividend per share growth, DCF per share growth, earnings per share growth and others, in addition to qualitative aspects of management's responsibilities

 Enhance long-term shareholder value

 • Our compensation programs focus management on delivering strategic priorities over the long-term

 • Medium- and long-term incentives pay out over time, encouraging a longer-term view of how we create value for our shareholders

 • A significant portion of the target compensation mix for the President & CEO and NEOs is linked to medium- and long-term incentive programs

 Talent management and succession planning
 We take an integrated approach to talent management and succession planning using a comprehensive framework aligned to our business strategies which is overseen by the HRC Committee and the Board. Focusing on the development of executives to strengthen the overall succession pipeline enables us to retain top talent while ensuring depth of leadership capability to drive both short- and longer-term performance. Our philosophy of development and retention of executive talent supports and strengthens our culture, builds versatility and reduces business risk by providing multiple succession options.

 Compensation policies and practices
 Our compensation policies and practices are designed to encourage appropriate behaviours, promote strategic risk management, and align to the interests of our shareholders. The following table outlines Enbridge's compensation policies and practices that maintain disciplined governance.

 What we do

 What we don't do

 • Use a pay-for-performance philosophy whereby the majority of compensation provided to executives is "at risk". "At risk" payouts are not guaranteed, and threshold performance must be achieved for a payout to occur. In 2024, the percentage of total target compensation considered "at risk" for the President & CEO was 89% and an average of 83% for the other NEOs

 • Count performance stock units or unexercised stock options toward share ownership requirements

 • Grant stock options with exercise prices below 100% fair market value or re-price out-of-the-money options

 • Allow repricing or cash buyout of underwater options without shareholder permission

 • Provide stock options to non-employee directors

 • Permit hedging of Enbridge securities by directors, officers, or other employees

 • Use employment agreements with single-trigger voluntary termination rights in favour of executives

 • Grant loans to directors or senior executives

 • Guarantee incentive payouts

 • Apply tax gross-ups to awards

 • Provide excessive perquisites

 • Use a blend of short-, medium- and long-term incentive awards that are linked to business plans for the respective timeframe

 • Incorporate risk management principles into decision-making processes to help ensure compensation programs do not encourage inappropriate or excessive risk-taking by executives

 • Regularly review executive compensation programs through independent third-party experts and advisors to support regulatory compliance and ongoing alignment with shareholders

 • Use both preventative and incident-based safety, environmental and operational metrics that are directly linked to short-term incentive awards with a maximum payout of 2x target

 • Executives are required to meet minimum share ownership guidelines, which are regularly reviewed to align with market practices, motivate executives to create long-term value, and align the interests of executives with those of Enbridge shareholders

 • Benchmark executive compensation programs against a compensation peer group of similar companies (by organization size, industry and geography) in North America, to assess that executives are compensated at competitive levels

 • Uphold clawback policies, including our Incentive Compensation Clawback Policy, covering all cash bonuses and equity-based incentive awards granted or paid, intended to prevent or rectify situations whereby employees engage in misconduct (defined to include fraud or willful misconduct), and the Clawback Policy for the Mandatory Recovery of Erroneously Awarded Incentive-Based Compensation, which aligns with SEC and NYSE requirements

 • Use double-trigger change in control provisions within all cash and incentive plan agreements

 • Hold an annual advisory shareholder vote on our approach to executive compensation, commonly known as "say on pay" and regularly engage with shareholders on our executive compensation program philosophy

 • Regularly perform quantitative modelling, stress test performance, and potential compensation scenarios to assess reasonability of executive awards as compared to our compensation peer group

 Compensation governance
 Enbridge's compensation governance structure consists of the Board and the HRC Committee, with HR Consultant Mercer (Canada) Limited ("Mercer"), and others from time to time, providing independent advisory support to the HRC Committee. The HRC Committee reviews the governance structure annually against best practices and regulatory guidance.
 Board and HRC Committee
 The Board is responsible for the oversight of the compensation principles and programs at Enbridge. The HRC Committee approves major compensation programs and payouts to align incentive compensation accurately with the company's performance and its pay-for-performance philosophy, including reviewing and recommending to the Board the compensation for the President & CEO. The HRC Committee also approves the compensation for the other NEOs.
 The HRC Committee assists the Board in carrying out its responsibilities with respect to compensation matters by providing oversight and direction on human resources strategy, policies and programs for the NEOs, other executives and the broader employee base, including compensation, equity incentive plans, pension and benefits as well as talent management, succession planning, workforce recruitment, retention, inclusion, and employee health and safety. The HRC Committee provides oversight regarding the management of broader people-related risk, and specifically reviews the compensation programs from a risk perspective.
 The members of the HRC Committee in 2024 were Steven W. Williams (Chair), Mayank (Mike) M. Ashar, Susan M. Cunningham and S. Jane Rowe. All members of the HRC Committee are independent under the independence standards discussed in this Amendment No. 1.
 The members of the HRC Committee have experience in human resources and compensation, including as members of the compensation committees of other public companies. In addition, the members of the HRC Committee have executive leadership experience, strong knowledge of the energy industry, experience as directors of other public companies and a mix of other relevant skills and experience. This background provides the HRC Committee members with the collective experience, knowledge and skills to effectively carry out their responsibilities. For information on each HRC Committee member's experience and current service on other public company boards and committees, see the director nominee profiles, beginning on page 4. For information on each HRC Committee member's skills and experience, see the skills and experience matrix on page 18.

For information on each HRC Committee member's participation on other Enbridge Board committees, see page 17.
 Independent advice
 The HRC Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultants, outside legal counsel or other advisors it retains (each, an "Advisor"). The HRC Committee may select or receive advice from an Advisor only after taking into consideration all factors relevant to the Advisor's independence from management including:

 •

 the provision of other services to Enbridge by the Advisor

 •

 the amount of fees received from Enbridge by the Advisor as a percentage of the Advisor's total revenue

 •

 the policies and procedures of the Advisor that are designed to prevent conflicts of interest

 •

 any shares owned by the Advisor

 •

 any business or personal relationship of the Advisor with a member of the HRC Committee or with an executive officer at Enbridge

 Although the HRC Committee is required to consider these factors, it is free to select or receive advice from an Advisor that is not independent.
 Since 2002, Mercer, an independent Advisor, has provided guidance to the HRC Committee on compensation matters to help ensure Enbridge's programs are appropriate, market competitive and continue to meet intended goals. Advisory services provided by Mercer include reviewing:

 •

 the competitiveness and appropriateness of executive compensation programs

 •

 annual total direct compensation for the President & CEO and the executive leadership team

 •

 executive compensation governance

 •

 the HRC Committee's mandate and related Board committee processes

 While the HRC Committee considers the information and recommendations Mercer provides, it has full accountability for decisions within its mandate, which may reflect other factors and considerations.
 Each year, the HRC Committee Chair reviews and approves the terms of engagement with Mercer, which specify the work to be done in the year, Mercer's responsibilities and its fees. Management may also retain Mercer on compensation matters from time to time or for prescribed compensation services. The HRC Committee Chair must approve all services that are not standard in nature, considering whether the work would compromise Mercer's independence.

 In 2024, Management and the HRC Committee engaged Mercer to provide analysis and advice on various compensation matters. The following table provides a breakdown of services provided and fees paid to Mercer and its affiliates by Enbridge in 2024 and 2023:

 Nature of work

 Approximate fees
in 2024
 ($)

 Approximate fees
in 2023
 ($)

 Executive compensation related 1

 569,993

 406,106

 All others 2

 5,607,224

 7,389,719

 Total

 6,177,217

 7,795,825

 Includes all fees related to executive compensation associated with the President & CEO and the executive leadership team.

 Includes fees paid for other matters that apply to Enbridge as a whole, such as pension actuarial valuations, renewal and pricing of benefit plans, evaluation of geographic market differences and regulatory proceedings support. Also includes risk brokerage service fees paid to Mercer affiliates (Marsh, Oliver Wyman and Guy Carpenter) for services provided to our operating affiliates subject to timing and currency exchange differences.

 Having your say
 We are committed to regular shareholder engagement and appreciate your feedback. Shareholders can express their views on executive pay at our annual meeting of shareholders, where we hold an annual advisory "say on pay" vote to receive shareholder feedback. This structure helps align executive compensation with shareholder interests. While the vote is advisory and non-binding, the Board considers the results when determining Enbridge's compensation program. The 2024 vote resulted in a favourable outcome and the HRC Committee interpreted this level of support as affirmation by our shareholders of the design and overall execution of our executive compensation programs.
 Compensation risk management
 The HRC Committee plays a critical governance role related to enterprise risk. In carrying out this accountability, the HRC Committee employs a number of risk mitigation practices aimed at ensuring that Enbridge's compensation programs are designed in a manner that does not encourage individuals to take inappropriate or excessive risks that could have material adverse impact on the Company.
 Compensation risk mitigation practices
 Enbridge uses the following compensation practices to mitigate risk:

 •

 a pay-for-performance philosophy that is embedded in the compensation design

 •

 a mix of pay programs benchmarked against a relevant compensation peer group, which contains companies that are generally similar in size to Enbridge, primarily in terms of enterprise value, and secondarily, market capitalization and assets

 •

 compensation programs that include a combination of short-, medium- and long-term elements that provide executives with an incentive to consider both the immediate and long-term implications of their decisions

 •

 program provisions whereby executives are compensated for their short-term performance using a combination of financial performance and operational metrics in areas such as safety, project, and sustainability performance that support a balanced

perspective and are a mix of both leading (proactive/preventative) and lagging (incident-based) indicators

 •

 a rigorous approach to goal setting and a process of establishing targets with multiple levels of performance, which mitigate excessive risk-taking that could harm Enbridge's value or reward poor judgment of executives

 •

 performance thresholds that include both minimum and maximum payouts

 •

 stock award programs that vest over multiple years and are aligned with overall stock price appreciation to drive value for Enbridge shareholders

 •

 share ownership guidelines that require executives to have a meaningful equity stake in Enbridge to align their interests with those of Enbridge shareholders

 •

 Insider Trading Guidelines that include prohibition on hedging provisions to prevent activities that would weaken the intended pay-for-performance link

 •

 two incentive compensation clawback policies: one that allows Enbridge to recoup, from covered members of senior management, certain overpayments of incentive compensation including all cash bonuses and equity-based incentive awards granted or paid to individuals engaged in fraud or willful misconduct; and another policy that requires Enbridge to recover erroneously awarded incentive-based compensation received by covered executive officers in the event that Enbridge is required to prepare a qualifying accounting restatement (subject to certain exceptions)

 The HRC Committee has considered the risk related to the Company's compensation programs and has concluded that the programs do not encourage excessive or inappropriate risk-taking and are aligned with the long-term interests of shareholders.
 Insider trading and prohibition on hedging
 We have adopted Insider Trading Guidelines governing the purchase, sale and/or other disposition of our securities by our directors, officers (including the NEOs), employees and contractors, as well as by Enbridge itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE and TSX listing standards. We also maintain Disclosure Guidelines, which prohibit the Company from issuing securities or offering

securities to the public during a blackout period (subject to specific circumstances outlines in the policy).
 Our Insider Trading Guidelines also prohibit directors, officers, employees and contractors from purchasing financial instruments that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by such directors, officers, employees and contractors, as such positions may weaken the link between the intended alignment of director and employee interests with shareholder interests.
 The following activities are specifically prohibited:

 •

 speculating in securities of Enbridge and its reporting issuer subsidiaries

 •

 "short-selling" securities of Enbridge and its reporting issuer subsidiaries (i.e. selling securities that the individual does not own)

 •

 purchasing or selling call or put options or other derivatives relating to securities of Enbridge and its reporting issuer subsidiaries

 •

 entering into any other financial transaction that is designed to hedge or offset any decrease in the market value of the securities of Enbridge and its reporting issuer subsidiaries

 Clawback policies
 Enbridge maintains two incentive compensation clawback policies.
 The Incentive Compensation Clawback Policy allows Enbridge to recover, from current and former members of senior management, certain incentive compensation amounts awarded or paid to individuals including all cash bonuses and equity based incentive awards if the individuals engaged in misconduct (defined to include fraud or willful misconduct) that led to inaccurate financial results reporting, regardless of whether the misconduct resulted in a restatement of all or a part of Enbridge's financial statements.
 The Clawback Policy for the Mandatory Recovery of Erroneously Awarded Incentive-Based Compensation, requires Enbridge (subject to certain exceptions) to recover erroneously awarded incentive-based compensation received by covered executive officers in the event that Enbridge is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under applicable securities laws.

 Annual decision-making process
 Compensation decisions are guided by our compensation philosophy and principles as described on page 24. The following illustration provides an overview of our annual process for determining and assessing compensation for the President & CEO and other NEOs.

 Compensation elements
 Enbridge's compensation program is comprised of elements that balance the use of short-, medium- and long-term vehicles, designed to deliver value to Enbridge shareholders not only in the near-term, but also through continued performance over the long-term. Total direct compensation includes base salary and performance-based incentive awards. In 2024, the percentage of total target compensation considered at risk for the President & CEO was 89% and for the other NEOs averaged 83% and directly aligns pay for our senior leaders to performance outcomes consistent with the interests of Enbridge shareholders.

 The following table describes the primary compensation program components for our NEOs, together with key features, objectives and the time horizon for vesting and/or realized value.

 Timeframe

 Short-term

 Medium-term

 Long-term

 Variability

 Fixed

 At-risk

 Compensation
 element

 Base Salary

 Short-term
Incentive Plan
("STIP")

 Performance
Stock Units
("PSUs")

 Restricted
 Stock Units
("RSUs")

 Incentive Stock
Options
 ("ISOs")

 Reference for more information

 • Page 35

 • Page 35

 • Page 39

 • Page 41

 • Page 41

 Key features

 • Reviewed annually, with consideration of scope and role responsibilities, competency, and market conditions

 • Increases based on performance and market data

 • Annual incentive reward based on one company scorecard shared by all employees with variability of business unit financial performance

 • Granted annually

 • Three-year term

 • Subject to performance hurdles and results achieved against predetermined criteria

 • Realized value of units based on share price at vesting

 • Paid in cash

 • Granted annually

 • Three-year cliff vest

 • Realized value of units based on share price at vesting

 • Share-settled

 • Vest over four years and have a 10-year term

 • Realized value based on share price difference at grant date and at time of exercise

 Objectives

 • Fixed cash compensation for performing day-to-day responsibilities of the role

 • Motivate delivery of results tied to executing the business strategy

 • Reward achievement for performance year

 • Align with the interests of shareholders

 • Motivate strong performance relative to external peers, long-term strategic goals, progressing sustainability, and longer-term value generation, and stock price appreciation

 • Align with the interests of shareholders

 • Motivate longer-term value generation and stock price appreciation

 • Align with the interests of shareholders

 • Motivate longer-term value generation and stock price appreciation

 Benchmarking to peers
 Total direct compensation for the NEOs is managed within a framework that involves input from and consideration by the President & CEO and the HRC Committee (the HRC Committee only in the case of the CEO) with Mercer providing independent advisory support. The competitiveness of this framework is based on market data extracted from third-party compensation surveys and publicly disclosed executive compensation information for comparable benchmark roles at peer companies.
 Enbridge targets overall total direct compensation for our NEOs at the median of our peer group, considering the skills, competencies and experience of each senior executive.
 Compensation peer group determination
 Enbridge uses a single North American peer group for executive compensation benchmarking in making compensation decisions. The following summarizes the key considerations and selection criteria for the compensation peer group of companies:

 Industry

 • Typically defined as low-risk regulated operations in the North American energy sector

 • The peer group is limited to those in the energy and infrastructure space, subject to the same external industry pressures and macroeconomic factors as Enbridge, rather than extending to other capital-intensive sectors

 • Aligns Enbridge to pay competitively against "best-in-class" companies whose executives are often the most knowledgeable about Enbridge's core businesses

 Size/complexity

 • Broadly defined to consider multiple dimensions, including financial (e.g., market capitalization, cash flow, enterprise value, assets, capital employed) and non-financial measures (e.g., breadth of operations)

 Geography

 • A North American compensation peer group is used because the President & CEO and other NEOs' responsibilities are primarily North American in scope, which is generally where we compete for top talent

 • The majority of our business assets and operations are within the U.S. and Canada, and our shareholders include both U.S. and international institutions

 • The U.S. market offers more comparable peers from an industry and/or size/complexity perspective; accordingly, our peer group is weighted more heavily towards the U.S.

 • Most Canadian companies are not sufficiently comparable to Enbridge in terms of industry and/or size/complexity, and therefore only appropriate Canadian peers are included in the peer group

 Annual peer group decision making
 Enbridge's compensation peer group is reviewed annually by the HRC Committee and is comprised of Canadian and U.S. companies in the energy and infrastructure space. The peer group used for determining compensation in 2024 was unchanged from 2023.

 2024 compensation peer group

 Canada

 Canadian National Railway Company

 Canadian Natural Resources Limited

 Suncor Energy Inc.

 TC Energy Corporation

 U.S.

 Chevron Corporation

 ConocoPhillips

 Dominion Energy Inc.

 Duke Energy Corporation

 Energy Transfer LP

 Enterprise Products Partners L.P.

 Haliburton Company

 Kinder Morgan Inc.

 NextEra Energy, Inc.

 Occidental Petroleum Corporation

 Phillips 66

 SLB

 The Southern Company

 The Williams Companies, Inc.

 Union Pacific Corporation

 Peer group comparison
 Our compensation peer group contains companies that are generally similar in size to Enbridge, primarily in terms of enterprise value, and secondarily market capitalization and assets. Enbridge is considerably larger than the majority of the companies in our industry, and size constraints were relaxed in certain instances to include companies similar to Enbridge in terms of operational profile.
 The following chart summarizes Enbridge's placement compared to our North American peer group and indicates that Enbridge ranks above the median in all the selection criteria relative to the 2024 compensation peer group.

 U.S. company information has been converted to Canadian dollars at variable rates throughout the year.

 Revenue, EBIT, total assets are as of December 31, 2023. Market value and enterprise value are as of December 31, 2024.

 Aligning President & CEO pay with performance
 Enbridge is committed to aligning President & CEO pay with company performance and TSR, consistent with the rigorous pay-for-performance philosophy embedded in our compensation programs and aligned with the interests of Enbridge shareholders. We place a substantial portion of pay at risk, linked to performance goals that strongly incent our executive team to manage the Company in the best long-term interests of the Company and our shareholders.
 We strongly believe that President & CEO pay should correspond to the performance of the Company, and that relationship should align appropriately relative to our compensation peers, based on the same pay-for-performance measures. We analyze this relationship over a multi-year period to smooth effects of short-term fluctuations and to better identify long-term performance and market trends.
 The HRC Committee reviews key performance indicators, including our TSR, relative to our compensation peer group,

and annually performs a comparative analysis of the President & CEO's grant date fair value ("GDFV") pay and realizable pay.
 GDFV pay represents the total amount disclosed in the summary compensation table, excluding the amounts in the pension value and all other compensation columns. Realizable pay represents salary and non-equity incentive plan compensation as disclosed in the summary compensation table and the current market value of unvested or unearned medium- and long-term incentive awards using the 2024 year-end share price.
 In our most recent analysis, we compared the relationship between Enbridge's percentile rank of President & CEO pay and TSR performance over the past three years, relative to our compensation peer group on the same basis.
 Enbridge has a strong correlation between President & CEO pay and performance relative to our compensation peers. Enbridge's placement within the highlighted bands in the charts below indicates that our President & CEO pay outcomes are aligned with actual company performance results and shareholder expectations.

 GDFV pay 1

 This chart displays the President & CEO GDFV pay rank against the TSR rank over a three-year period from 2022 to 2024. GDFV pay is calculated from publicly disclosed information in the summary compensation table in 2022 and 2023. 2024 peer data has been estimated with a 3.5% aging factor.

 The analysis indicated that Enbridge's President & CEO GDFV pay was positioned at the 42 nd percentile and our TSR was positioned at the 47 th percentile.

 Realizable pay 2

 This chart displays the President & CEO realizable pay rank against the TSR rank over a three-year period from 2022 to 2024. Realizable pay includes peer group CEOs' outstanding equity awards as of December 31 in publicly disclosed information in 2022 and 2023. 2024 data for peers has been assumed based on the December 31, 2024 share price.

 The analysis indicated that Enbridge's President & CEO realizable pay was positioned at the 47 th percentile and our TSR was positioned at the 47 th percentile.

 2024 business performance

 Priorities

 Actions

 1.

 Safety and operational reliability

 • Despite achieving overall strong performance in our occupational and process safety metrics, including best Total Recordable Incident Frequency in company history, there were fatality incidents in our utility business. Our goal is to eliminate fatalities and life-altering injuries, and we are taking proactive action to apply learnings from these events to improve our ability to prevent future incidents
 • Executed integrity and maintenance capital programs efficiently and effectively across each business

 2.

 Extend growth through disciplined capital allocation

 • Placed $5 billion of secured growth capital into service generating attractive risk-adjusted returns
 • Sanctioned Sequoia Solar, Orange Grove and Fox Squirrel Phases 2 and 3, which have a combined expected generation capacity of over 1,000 MW
 • Sanctioned a 120kbpd expansion of Gray Oak Pipeline
 • Reached a positive final investment decision on Tennessee Ridgeline Expansion project, which will deliver natural gas for the Tennessee Valley Authority to support the replacement of an existing coal-fired power plant
 • Sanctioned US$0.9 billion of offshore pipelines to serve bp's Kaskida development and Shell and Equinor's Sparta development
 • Acquired a 19% stake in the Whistler Pipeline joint venture with WhiteWater/I Squared Capital and MPLX, which operates critical natural gas infrastructure in the Permian Basin
 • Sanctioned the Blackcomb Pipeline in the Permian Basin, expected to be in service in 2026
 • Acquired a 15% interest in the DBR pipeline system in Texas which is directly connected to the Whistler Pipeline and extends Enbridge's Permian Basin service offering
 • Purchased two marine docks and more land adjacent the Enbridge Ingleside Energy Center ("EIEC"), considerably increasing Very Large Crude Carrier loading windows and enhancing development potential at the terminal
 • Advanced multi-year utility growth and Gas Transmission modernization programs

 3.

 Maintain financial strength and flexibility

 • Achieved record adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") of $18.6 billion 1, above the guidance range, and an increase over 2023 of 13%
 • Achieved DCF per share of $5.56 1, within the recast guidance range
 • Increased the 2025 quarterly dividend by 3% to $0.9425 ($3.77 annualized) per share, reflecting the 30 th consecutive annual increase within our target payout ratio
 • Within target debt-to-EBITDA range of 4.5x to 5.0x 1
 • Rated A (low) by DBRS, BBB+ by S&P and Fitch, and Baa2 by Moody's
 • Managed foreign exchange and interest rate volatility with enterprise-wide financial risk management program
 • Announced sale of East West Tie interest at strong valuation for cash proceeds of $129 million

 4.

 Participate in energy transition over time

 • Issued 23 rd annual Sustainability Report
 • Continued progress on our Indigenous Reconciliation Action Plan commitments
 • Advanced geological work and engineering for the Wabamun Carbon Hub
 • Acquired a 45% equity interest in OnStream and agreed to act as OnStream's preferred CO 2 transportation provider
 • Brought F camp offshore wind, Provence Grand Large, and Fox Squirrel Solar Phase 2 and 3 into service

 Adjusted EBITDA, DCF per share and debt-to-EBITDA are non-GAAP measures; these measures are defined and reconciled in the Non-GAAP and other financial measures section of Appendix B.

 Aligning executive compensation and shareholder return

 Performance graph
 The chart to the right shows the value of a $100 investment made on January 1, 2020, in Enbridge common shares, the S&P/TSX Composite Index and Enbridge's compensation peer group at the end of each of the last five years (assuming reinvestment of dividends throughout the term) and shows the growth in total direct compensation for the NEOs reported in the summary compensation table over the same period. For the purpose of the graph, returns are shown in local currency.
 Total direct compensation includes base salary, short-term incentive award paid, and the grant value of medium- and long-term incentive awards as disclosed in the summary compensation table. Average total direct compensation is taken by dividing the total direct compensation from the summary compensation table by the number of named executives in any given year. For 2024, the total direct compensation value for NEOs is 0.76% of our adjusted earnings of $6,037 million.
 The total return on Enbridge common shares has been positive from 2020 through 2024, recovering from a reduction in economic activity and demand for energy in 2020. Average total direct compensation paid to the NEOs corresponds to the movement of Enbridge's shareholder return over the same period.

 2024 compensation decisions

 Market review
 In 2024, the HRC Committee engaged Mercer to gather and assess current market compensation data for the NEOs to validate that our programs are appropriate and market competitive. This assessment indicated that the NEOs' total direct compensation continues to lag the compensation peer group median year over year.
 Base salary
 Base salary is the principal fixed source of cash compensation provided to the President & CEO and other NEOs. Base salary reflects each executive's level of responsibility, capabilities and experience in the context of

their role and the market. Base salaries are reviewed annually and increases may be provided when an executive assumes increased responsibilities or significantly deepens their knowledge and expertise, or when there is a material change in the compensation levels of comparable roles in the compensation peer group.
 Mr. Hedgebeth was a new NEO in 2024 and his base salary was set relative to the scope and responsibilities of his role, with consideration for external market data and internal equity.
 Effective April 1, 2024, all NEOs received base salary increases that aligned with the approved merit budget.

 Base salary
increase
April 1, 2024
 (%)

 Base salary at
December 31,
2024 1
 ($)

 3.7%

 2,013,480

 4.0%

 764,400

 4.0%

 979,414

 4.0%

 910,000

 4.0%

 972,223

 U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.

 Short-term incentive

 STIP awards are designed to align with goals to drive collective outcomes across the business. In 2024, the HRC Committee approved the shift to one company scorecard shared by all employees, with certain variability of business unit financial performance. This approach simplifies and streamlines the process of goal setting, measurement and tracking of performance, while increasing alignment, teamwork and collaboration across the organization. For our NEOs, STIP will be weighted 85% on the new Enbridge scorecard, reflecting key financial and non-financial results, and 15% on individual performance tied to measurable high-priority and results-focused goals that align to our strategic plan.

 •

 Financial objectives are based on DCF per share and EBITDA relative to near-term business priorities and financial results for the organization.

 •

 Non-financial objectives include safety, operational performance and key strategic objectives in line with the interests of clients, employees, shareholders and other stakeholders.

 •

 Individual performance objectives are established to align with financial, strategic, and operational priorities related to contributions to the overall organization. The President & CEO's objectives are discussed with the Board and approved by the HRC Committee. Individual objectives for other NEOs are set in consultation with the President & CEO, that include customer and operational strategic outcomes important to each executive's role and accountabilities.

 The HRC Committee approved the application of the following Enbridge scorecard metrics in 2024, that determined 85% of total STIP outcome for our NEOs:

 Metrics

 Description

 Weight

 2024 Result

 Status

 Enterprise financial performance

 • DCF per share target, threshold, and maximum were set using the external financial guidance range. For any payout to occur, Enbridge must achieve threshold performance, and for a maximum payout to occur, Enbridge must achieve the top of the guidance range, which allows for appropriate stretch in the plan

 40%

 • DCF per share 1 achieved within the guidance range

 • Demonstrates Enbridge as a secure investment to our shareholders through the strength of our performance, full value recognition of our assets, and supports our annual dividend growth rate

 Business unit financial performance

 • Quantitative assessment of business unit performance is measured by EBITDA

 25%

 • EBITDA outcome highlights our ability to maintain strong cost control to ensure operating budgets are managed responsibly

 Central Functions 2

 Liquids Pipelines

 Gas Transmission

 Safety

 • Quantitative assessment of serious injury frequency ("SIF"), total recordable injury frequency ("TRIF"), process safety performance ("PSEF")

 17.5%

 • Despite strong overall safety results tied to our metrics, the HRC Committee used their discretion to reduce the overall safety score for employees, and to make an additional downward adjustment for executives in acknowledgement of the severity of fatalities in the year

 Strategy & execution

 • Cost performance against approved threshold, target, and maximum goals at the start of the year on a total project cost at completion basis

 • Forecast portfolio return (weighted average) of approved projects against approved return

 • Represents quantitative assessment of progressive reduction of GHG emissions intensity from our operations (Scope 1 and 2) towards achieving our target of a reduction of 35% by 2030

 • Strengthen inclusion in our workforce 3

 • Cyber protection measured by percent click rate (that fell victim to) in phishing compliance simulation

 17.5%

 • Cost performance achievement was slightly above target and the outcomes were bolstered by strong forecasted portfolio results

 • Drives the efficient design, construction and operation of major projects

 • Displays our continued commitment to progressing sustainability

 2024 Enbridge scorecard

 100%

 • Central Functions 152%

 • Liquids Pipelines 156%

 • Gas Transmission & Midstream 153%

 Above target ( > 1.25 multiplier)

 On target (1.00 - 1.25 multiplier)

 DCF per share is a non-GAAP measure; this measure is defined and reconciled in the Non-GAAP and other financial measures section of Appendix B. For incentive compensation purposes, adjusted DCF per share also includes certain adjustments for events or circumstances not contemplated at the time the performance metrics were originally established – see the Non-GAAP and other financial measures section of Appendix B.

 Central Functions scorecard is the weighted average of EBITDA of all business units.

 All percentages or specific goals regarding inclusion are aspirational goals which we intend to achieve in a manner compliant with state, local, provincial and federal law, including but not limited to, executive orders, US federal regulations, the Equal Employment Opportunity Commission and the Department of Labor guidance.

 Short-term incentive award breakdown and calculations
 The following illustrates the two components of STIP, weighted 85% on the Enbridge scorecard with variability of business unit financial performance and 15% on individual performance, tied to goals that align to our strategic plan. Actual STIP awards are earned between 0-200% of the target award based on achievement of the applicable performance components.

 Calculated STIP outcomes for each NEO, as shown below, are determined using the Enbridge scorecard result, which will differ by each business unit EBITDA result, and individual amounts, which are differentiated based on individual actions and contributions that align to our strategic plan. Mr. Ebel's individual performance is discussed with the Board and approved by the HRC Committee, taking into consideration the Company's financial and strategic priorities. All other NEOs achievements are reviewed by the President & CEO and based on meeting specific individual and/or team goals. See the 2024 accomplishments for each NEO described under "Executive profiles" starting on page 42.

 Base salary
 ($) 1

 STIP
 target
 (%)

 Target
award
 ($) 1

scorecard
award
 ($) 1

 Individual
award
 ($) 1,6

 Actual
award
 ($) 1

 Payout
 as a % of
target

 2,013,480

 145%

 2,919,546

 4,101,962

 656,898

 4,758,860

 163%

 764,400

 100%

 764,400

 987,605

 166,257

 1,153,862

 151%

 979,414

 100%

 979,414

 1,273,728

 235,059

 1,508,788

 154%

 910,000

 100%

 910,000

 1,206,660

 204,750

 1,411,410

 155%

 972,223

 90%

 875,001

 1,130,501

 177,186

 1,307,687

 149%

 U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.

 As President & CEO, Mr. Ebel oversaw the overall organization, his business unit EBITDA metric was based on the composite measure of the enterprise EBITDA and Mr. Ebel's overall scorecard resulted in 165%.

 Mr. Murray's and Mr. Hedgebeth's business unit EBITDA metric is tied to Central Functions as a weighted average of EBITDA of all business units.

 Ms. Hansen's business unit EBITDA metric is tied to Gas Transmission and Midstream.

 Mr. Gruending's business unit EBITDA metric is tied to Liquids Pipelines.

 Individual awards are differentiated based on meeting specific contributions that align to our strategic plan.

 The HRC Committee retains discretion to:

 •

 change performance measures, scorecards and the award levels when it believes it is reasonable to do so, considering matters such as key performance indicators, performance relative to our compensation peer group, market conditions, and the business environment in which the performance was achieved

 •

 approve positive or negative adjustments to the calculated STIP award to reflect extraordinary events and other factors not contemplated in the original measures or targets

 •

 assess the strength of the performance metrics and determine the overall company performance payout

 In 2024, management recommended a downward adjustment to the safety results for employees and a further reduction for executives which was approved by the HRC Committee to emphasize the importance of individual and collective responsibility in ensuring safe operations. No further discretionary adjustments were made beyond standard normalizations to performance measures and scorecards.

 Medium- and long-term incentives

 Enbridge's medium- and long-term incentives for executives includes three primary vehicles: PSUs, RSUs and ISOs. The long-term incentive plan ("LTIP") target mix is PSUs (60%), RSUs (20%), and ISOs (20%).
 Weighting the majority of the LTIP target mix with PSUs aligns to our compensation philosophy and motivates NEOs to focus on performance conditions including Enbridge's three-year financial outlook, TSR relative to our performance peer group, and progressing sustainability. Payout is not guaranteed, and their value is determined based on each metric's guidance range and specific performance criteria.

 Enbridge's medium- and long-term incentives are forward-looking compensation vehicles, and as such, grants are considered part of the compensation for the year of grant and onward instead of in recognition of prior performance or previously granted awards. The various awards that apply to executives have different terms, vesting conditions, and performance criteria, mitigating the risk that executives produce only short-term results. This approach also benefits shareholders and helps maximize the ongoing retentive value of the medium- and long-term incentives granted to executives.
 Medium- and long-term incentive awards were granted in 2024 under the Enbridge Inc. 2019 Long Term Incentive Plan ("2019 LTIP").

 The table below outlines the medium- and long-term incentive plans used in 2024:

 PSUs

 RSUs

 ISOs

 Term

 Three years

 Three years

 10 years

 Description

 Phantom shares/units with performance conditions that affect the payout

 Phantom shares/units

 Options to acquire Enbridge shares

 For U.S. participants, awards are granted in non-qualified options that do not meet the requirements of Section 422 of the U.S. Internal Revenue Code

 Frequency

 Granted annually

 Granted annually

 Granted annually

 Performance conditions

 DCF per share growth relative to a target set at the beginning of the term (45% weight)

 n/a

 Stock price appreciation from date of grant

 TSR performance relative to performance peer group (45% weight)

 GHG emissions intensity reduction (10% weight)

 Vesting

 Units cliff vest at the end of the term, including dividend equivalents as additional units

 Units cliff vest at the end of the term, including dividend equivalents as additional units

 Options vest 25% per year over four years, starting on the first anniversary of the grant date

 Payout

 Paid out in cash based on market value of an Enbridge share at maturity, subject to adjustment from 0-200% based on achievement of the performance conditions above

 Settled in shares at the end of the term

 Participant acquires Enbridge shares at the exercise price defined as fair market value at the time of grant

 Each year the HRC Committee establishes annual equity award guidelines for all executives, including the NEOs, as a percentage of base salary based on market data for our compensation peers. From time to time, NEOs may receive a long-term equity incentive award above or below the target value based on the HRC Committee's assessment of the prior year's performance and the Company's size, scope, and complexity relative to the peer group companies. The table below shows the medium- and long-term incentive targets (as a percentage of base salary) as well as the grant target for each vehicle. PSUs, RSUs, and ISOs have a 60%/20%/20% target mix. See summary compensation table on page 49 for details of the grant date fair value of the actual awards granted.

 Medium- and long-termincentives
 target

 Annual grant target

 PSUs

 RSUs

 ISOs

 650%

 390%

 130%

 130%

 Patrick. R. Murray

 425%

 255%

 85%

 85%

 425%

 255%

 85%

 85%

 425%

 255%

 85%

 85%

 350%

 210%

 70%

 70%

 Performance stock units
 PSUs are granted annually, in the first quarter of the year, and vest at the end of the third year. The achievement of pre-established and specific performance measures are certified on the maturity date, and the executives' potential payout at the end of the performance period can range from 0% to 200% of the target award depending on the level of achievement of the performance measures. The final Enbridge share price for payout is the volume weighted average trading price of Enbridge shares on the TSX or NYSE for the 20 trading days immediately preceding the maturity date, on which performance is certified. These award payouts are made in cash.
 2024 performance stock unit grant
 The following performance metrics and weightings were used for the 2024 PSU grant:

 Metrics

 Description

 Weight

 DCF per share growth

 Represents a commitment to Enbridge shareholders to achieve DCF growth that demonstrates Enbridge's ability to deliver on its growth plan and continued dividend increases. Measurement against Enbridge's long-range plan, as well as against industry growth rates, differentiates this metric compared to its use in the STIP, which is based on the one-year external guidance range. The different measurement periods are designed to minimize overlap between Enbridge's compensation programs. Furthermore, DCF per share growth comprises only 45% of the overall PSU plan and 40% of the STIP scorecard.

 %

 Relative TSR

 Enbridge compares itself against a performance peer group of Canadian and U.S. companies with a similar business and/or geographic mix to Enbridge and reflects the market's perception of our overall performance relative to our peers over the three-year award term.

 %

 GHG emissions
 intensity reduction

 The GHG emissions intensity reduction targets are based on the estimated intensity and corresponding percent GHG emissions reduction from our operations in the target year relative to a 2018 baseline. The GHG emissions intensity reduction metric reinforces our commitment to reduce the emissions intensity from our operations (Scope 1 and 2) by 35% by 2030. Enbridge's performance against our emissions reduction goals is provided in our annual Sustainability Report and associated Datasheet.

 %

 As Enbridge has grown and evolved to pursue our low-risk pipeline/utility-like business strategy, our peer group has evolved to include a greater proportion of gas and electric utility company. The most relevant performance peer group for Enbridge includes a 75% weighting on midstream companies and a 25% weighting on utility companies. The PSU performance peer group used in 2024 was unchanged from 2023 and is outlined below:

 Performance peer group: relative TSR

 Canada

 Canadian Utilities Limited Class A

 Pembina Pipeline Corporation

 Fortis Inc.

 TC Energy Corporation

 U.S.

 CenterPoint Energy, Inc.

 NiSource Inc.

 Dominion Energy Inc.

 ONEOK, Inc.

 DTE Energy Company

 PG&E Corporation

 Duke Energy Corporation

 Plains All American Pipeline, L.P.

 Energy Transfer LP

 Sempra Energy

 Enterprise Products Partners L.P.

 The Southern Company

 Kinder Morgan, Inc. Class P

 The Williams Companies, Inc.

 NextEra Energy, Inc.

 The mechanics of the 2024 PSU grant are illustrated below:

 Performance between the thresholds will result in a performance multiplier interpolated on a linear basis.

 2022 performance stock unit payout
 The PSUs granted in February 2022 have a performance period that ended December 31, 2024. The HRC Committee approved the 2022 PSU grant payout with an overall performance multiplier result of 1.0x based on exceeding our three-year DCF per share compound growth targets (2.0x), and compared our TSR to a Board approved performance peer group, which delivered a relative weighted TSR in the 23 rd percentile over the three-year term (0.0x).

 Multiplier 1

 DCF per share
 compound growth 2

 Multiplier 1

 TSR

 Threshold

 0.5x

 2.5%

 0.0x

 at or below 25 th percentile

 Target

 1.0x

 4.0%

 1.0x

 at median

 Maximum

 2.0x

 5.0%

 2.0x

 at or above 75 th percentile

 Actual

 2.0x

 6.0%

 0.0x

 23 rd percentile

 Performance between the thresholds in this table results in a performance multiplier calculated on a linear basis.

 Adjusted DCF per share is based on operating cash flows and is a non-GAAP measure, which is defined and reconciled in the Non-GAAP and other financial measures section of Appendix B. For incentive compensation purposes, adjusted DCF per share also includes certain adjustments for events or circumstances not contemplated at the time the performance metrics were originally established – see the Non-GAAP and other financial measures section of Appendix B.

 The performance outcome resulted in the following cash payouts in early 2024:

 Executive 1

 PSUs
granted
(#)

 +

 Notionally
reinvested
dividends
(#)

 =

 Total
PSUs
(#)

 x

 Performance
multiplier

 x

 Final
share
price 2
($)

 =

 Payout
($)

 Patrick. R. Murray

 8,700

 +

 1,834

 =

 10,534

 x

 1.0x

 x

 63.64

 =

 670,384

 32,020

 +

 6,749

 =

 38,769

 x

 1.0x

 x

 63.64

 =

 2,467,321

 30,990

 +

 6,532

 =

 37,522

 x

 1.0x

 x

 63.64

 =

 2,387,954

 Mr. Ebel and Mr. Hedgebeth did not receive PSUs granted in February 2022 because they were not serving as executives at that time.

 The volume weighted average share price of an Enbridge share on the TSX for the 20 trading days immediately preceding the maturity date February 11, 2025, on which performance was certified.

 Restricted stock units
 RSUs are granted annually, in the first quarter of the year, and vest after three years. These awards are settled in Enbridge shares at the end of the term. The final settlement price at the end of the term is the volume weighted average trading price of Enbridge shares on the TSX or NYSE for the last 20 trading days before the end of the term.
 Incentive stock options
 ISOs provide executives an opportunity to buy Enbridge shares at some point in the future at the exercise price defined at the time of grant.

 ISOs are typically granted annually, in the first quarter of the year. ISOs vest annually in equal instalments over a four-year period. The maximum term of an ISO is 10 years, but the term can be reduced if the executive leaves Enbridge as described in the "Termination provisions of equity compensation plans" section on page 59. The exercise price of an ISO is the closing price of an Enbridge share on the listed exchange on the last trading day before the grant date. The grant date will be no earlier than the third trading day after a trading blackout period ends. ISOs are never backdated or re-priced. ISOs may be granted to executives when they join Enbridge, typically effective on the executive's date of hire. If the hire date falls within a blackout period, the grant is delayed until after the end of the blackout period.

 Share ownership
 It is important for the NEOs to have a meaningful equity stake in Enbridge. Owning Enbridge shares is a tangible way to align the interests of executives with those of Enbridge shareholders.
 Executives can acquire Enbridge shares by participating in the employee savings plan, exercising stock options, retaining shares from vested RSUs, or by making investments in Enbridge shares. Unvested RSUs, personal holdings and Enbridge shares held in the name of a spouse, dependent child or trust, all count toward meeting the guidelines. PSUs and unexercised stock options do not count toward meeting the guidelines.
 To enhance our governance practices, the share holding requirements for each of our executives increased by 33% effective January 1, 2024, to eight times base salary for our President & CEO, and to four times base salary for Executive Vice Presidents.
 Mr. Ebel, Ms. Hansen, and Mr. Gruending have exceeded the current requirements as of December 31, 2024. Mr. Murray and Mr. Hedgebeth have four years from their appointment dates to meet the share ownership requirements. Details on shares held can be found in the NEO profiles below.

 Executive profiles
 The following pages will profile our NEOs, providing:

 •

 a summary of each executive's accomplishments in 2024

 •

 share ownership

 •

 2024 actual pay mix (2024 base salary, STIP with respect to 2024, and medium- and long-term incentives granted in 2024, using the grant date fair value). Each NEOs target reflects the level of responsibility associated with their role, as well as competitive practice, and is established as a percentage of base salary.

 The values provided in the profiles are also reflected in the summary compensation table on page 49.

 Greg Ebel

 President & CEO

 Effective date in role:
 January 1, 2023

 Houston, Texas

 Length of service 1
 2 years

 1 Prior to his appointment as President & CEO, Mr. Ebel held the position of Chair of the Enbridge Board since 2017. Prior to his role as Chair of the Board, Mr. Ebel served as Chairman, President & CEO of Spectra Energy Corp from 2009 until February 27, 2017.

 Mr. Ebel serves as the President & CEO and is responsible for setting and executing Enbridge's strategic priorities.

 • Delivered strong safety, integrity and reliability programs and continued to enhance our safety programs, including contractor safety management and damage prevention

 • Exceeded EBITDA guidance and achieved DCF per share guidance through strong operational, commercial and cost management performance

 • Maintained a strong balance sheet and high investment credit rating, while completing the $19 billion U.S. natural gas utility acquisitions and related financing ahead of target schedule

 • Increased 2025 quarterly dividend by 3%, reflecting the 30 th consecutive annual increase

 • Placed $5 billion of secured growth capital into service

 • Secured $8 billion of accretive organic projects, which increased secured backlog to $26 billion, including highly strategic offshore oil and natural gas pipelines, final investment decision on Tennessee Ridgeline Expansion, Sequoia Solar, Orange Grove and Fox Squirrel Phases 2 and 3, expansion of the Gray Oak Pipeline, and the Blackcomb Pipeline

 • Strengthened relationships with Indigenous and neighboring communities; proposed Seven Stars Energy Project in southern Saskatchewan, further strengthening our Indigenous relationships in the region

 • Advanced more than $20 billion of acquisitions including three natural gas utilities in the U.S., 19% equity stake in the Whistler Pipeline joint venture, 15% interest in the DBR natural gas system, and additional marine docks and land space adjacent to the EIEC to support future U.S. Gulf Coast expansion

 • Executed divestiture of Enbridge interests at premium valuations releasing capital for redeployment, including the $3.1 billion divestiture of interests in the Alliance Pipeline and Aux Sable

 • Achieved strong volumes on Liquids Mainline, Gray Oak, and at EIEC

 • Mainline tolling agreement approved by the Canada Energy Regulator ("CER")

 • Reached favourable settlements on Texas Eastern, Saltville Gas Storage, Algonquin Gas Transmission and the U.S. portion of Maritimes & Northeast

 • Reliably operated Line 5 for customers and society in the face of opposition in certain states

 • Approval received for strategic maintenance work on Line 5 in northern Wisconsin

 • Delivered on significant customer engagement across business lines

 • Engaged in significant shareholder outreach and realized top-rated investor relations program results

 • Engaged in significant public policy advocacy with Canadian and U.S. governments to enhance the Company's reputation and brand

 • On track with 2030 GHG emissions intensity reduction target

 Enbridge share ownership

 Actual share ownership 2

requirement

 20x

 8x

 Yes

 2 See Share ownership on page 42 for more information

 President & CEO compensation
 Greg Ebel was appointed our President & CEO effective January 1, 2023, and is primarily responsible for executing our long-term business strategy. In 2024, Mr. Ebel was instrumental in building on Enbridge's legacy as a diversified energy delivery company and positioning Enbridge to be the first-choice energy provider in North America. Under his leadership, the Company continued to deliver on its strategic priorities of expanding and modernizing our conventional business.
 Enbridge recently announced a 3% increase in dividends for shareholders effective March 1, 2025 — our 30 th consecutive annual dividend increase — demonstrating that dividend increases remain an important part of our shareholder value proposition. In 2024, Mr. Ebel played a key role in securing accretive, organic projects and highly strategic acquisitions, including three premier U.S. based utilities, creating the largest (by volume) North American natural gas utility franchise, and natural gas and liquids assets in the Permian Basin and U.S. Gulf Coast, connected to Enbridge's existing infrastructure, extending and optimizing our customer service offering.
 In setting Mr. Ebel's compensation for 2024, the HRC Committee considered the salary levels and incentive opportunities of CEOs of our North American peers. Consistent with our pay-for-performance philosophy and in alignment with shareholder interests, his incentive pay is based on how the Company performs relative to those peers, and against the Company's financial and strategic objectives. For 2024, the HRC Committee approved a base salary, STIP and LTIP opportunities that closely aligned with the median of our peers.
 In 2024, the HRC Committee also considered that our President & CEO was critical to the success of Enbridge, including the integration of three new utility businesses, and his continued support to connect millions of people to the energy they rely on through our natural gas, oil and renewable power networks, while pursuing our emissions reduction goals.

 Aligning President & CEO compensation to shareholder value
 Enbridge's compensation programs are designed to deliver value to Enbridge shareholders not only in the near-term, but also through long-term achievement of our strategic priorities.
 The chart below illustrates the value of a $100 investment made on January 1, 2022 in Enbridge common shares at the end of each of the last three years (assuming reinvestment of dividends throughout the term) and shows the growth in total direct compensation for the President & CEO. The CEO's total direct compensation is reported in the summary compensation table for Mr. Ebel for the years ended 2024 and 2023, and reported in the previously disclosed summary compensation table for the former President & CEO for the year ended 2022 (including base salary, short-term incentive award paid, and the grant value of medium- and long-term incentive awards).
 The total return on Enbridge common shares has been positive over the past three years. Total direct compensation paid for the role of President & CEO has also increased over the same period in line with market. The HRC Committee reviewed the relationship of President & CEO pay to TSR over the past three years and determined they were appropriately aligned.

 Executive Vice President & Chief Financial Officer

 Effective date in role
 July 1, 2023

 Calgary, Alberta

 Length of service:
 27 years

 Mr. Murray is responsible for all corporate financial affairs of the Company including financial planning and reporting, tax, treasury, financial risk management, and technology and information services.

 • Stewarded the Company's financial performance to achieve greater than budgeted results, surpassing the top end of EBITDA recast guidance range

 • Raised approximately $13.6 billion of long-term debt, hybrid and equity financing on attractive terms, in support of the Company's growth and acquisition program

 • Stewarded the closing of the $19 billion acquisition of three premier U.S. natural gas utilities and related financing ahead of target schedule

 • Maintained a strong balance sheet and investment grade credit ratings

 • Executed divestiture of Enbridge interests at attractive valuations, releasing capital for redeployment, including the $3.1 billion divestiture of interests in the Alliance Pipeline and Aux Sable

 • Supported key transactions to advance Enbridge's long-term growth strategy, including acquisitions of natural gas and liquids assets in the Permian Basin and U.S. Gulf Coast, sanctioning Sequoia Solar, Orange Grove and Fox Squirrel Phase 2 and 3 and completing the acquisition of Morrow Renewables

 • Developed the 2025 budget, financing plan, and three-year outlook

 • Engaged in significant shareholder outreach and maintained top-rated investor relations program results

 • Implemented senior management rotations to develop bench strength and succession planning

 • Successfully enabled a seamless transition of the TIS oversight function and continued strong employee engagement scores in the Finance and TIS teams

 Enbridge Shares held

 Actual share ownership 1

required

 1x

 4x

 No. Mr. Murray had met the share ownership requirements of his previous role, and has four years from July 1, 2023, the effective date of his current role, to meet the share ownership requirements.

 1 See Share ownership on page 42 for more information

 Executive Vice President & President, Gas Transmission & Midstream

 Effective date in role:
 March 6, 2022

 Houston, Texas

 Length of service:
 25 years

 Ms. Hansen is responsible for Enbridge's natural gas transmission and midstream business across North America.

 • Delivered strong business unit safety and environmental performance

 • Exceeded business unit EBITDA budget through solid operational performance

 • Reached favourable settlements on Texas Eastern, Saltville Gas Storage, Algonquin Gas Transmission and the U.S. portion of Maritimes & Northeast

 • Delivered system reliability with completion of 100% of critical system preventative maintenance, hurricane, and winterization work

 • Advanced Texas Eastern Modernization with replacement of 12 reciprocating compressors with two new lower emission / high reliability units and obtained approval for fourth phase

 • Achieved 100% revenue contract renewal rate on our major pipelines

 • Advanced capital opportunities including final investment decision on Tennessee Ridgeline Expansion, Texas Eastern Venice Extension, T-North Expansion (Aspen Point), Woodfibre LNG, T-South Expansion (Sunrise), Appalachia to Market II, Sparta, Canyon System Pipelines, Longview RNG and Lexington RNG

 • Completed acquisition of Tomorrow Renewables, which includes six operating landfill-to-gas facilities in Texas and Arkansas

 • Entered into the Whistler Pipeline joint venture with WhiteWater/I Squared Capital and MPLX, as well as interest in the DBR pipeline system, and sanctioned Blackcomb Pipeline, for natural gas pipeline and storage assets connecting Permian Basin natural gas supply to the growing U.S. Gulf Coast demand

 • Agreed to acquire 45% interest in OnStream CO 2 LLC, which is developing carbon capture and sequestration projects along the southern coast of Louisiana (in collaboration with Liquids Pipelines)

 • Exceeded sustainability performance goals including reduction of GHG emissions intensity

 • Advanced lower-carbon solutions both directly and with customers, including investments and pilot projects in RNG, hydrogen, carbon capture and storage and other technology innovations

 • Integrated recently acquired assets including Tres Palacios, Tomorrow RNG, Aitken Creek

 • Executed divestiture of interests in the Alliance Pipeline and Aux Sable

 Enbridge Shares held

 Actual share ownership 1

required

 18x

 4x

 Yes

 1 See Share ownership on page 42 for more information

 Executive Vice President & President, Liquids Pipelines

 Effective date in role:
 October 1, 2021

 Calgary, Alberta

 Length of service:
 25 years

 Mr. Gruending is responsible for Enbridge's crude oil and liquids pipeline business across North America.

 • Exceeded business unit safety targets for reductions in employee and contractor injuries and motor vehicle incidents

 • Significantly exceeded business unit reliability and environmental performance targets with strong risk management practices

 • Significantly exceeded business unit EBITDA budget, delivering $9.7 billion through strong operational performance and system wide throughput optimization with record throughput on multiple systems

 • Received approval of the Mainline Tolling Settlement from the CER

 • Exceeded Mainline volumes budget, delivering ~3,061kbpd despite a more competitive environment for Western Canada Sedimentary Basin egress

 • Reliably operated Line 5 for customers and society in the face of opposition in certain states

 • Executed robust system integrity management program on time and budget

 • Re-contracted the Southern Lights and Bakken Pipeline systems following successful open seasons

 • Expanded our U.S. Gulf Coast liquids super-system by sanctioning 2.5 million barrels of additional storage at EIEC, sanctioning a 120kbpd expansion of the Gray Oak Pipeline, and acquiring additional marine docks and land adjacent to EIEC

 • Further advanced a portfolio of lower-carbon hub investments towards 2025 final investment decisions

 • Exceeded sustainability performance goals including reduction of GHG emissions intensity

 • Strengthened relationships with Indigenous and neighboring communities; proposed Seven Stars Energy Project in southern Saskatchewan, further strengthening our Indigenous relationships in the region

 Enbridge Shares held

 Actual share ownership 1

required

 9x

 4x

 Yes

 1 See Share ownership on page 42 for more information

 Executive Vice President, External Affairs & Chief Legal Officer

 Effective date in role:
 January 1, 2024

 Houston, Texas

 Length of service:
 1 year

 Mr. Hedgebeth is responsible for Law, Public Affairs, Communications & Sustainability ("PACS"), Corporate Security and Aviation.

 • Led organizational change through workforce reductions and restructuring, maintaining business continuity and high team engagement

 • Unified Legal, PACS, Aviation and Enterprise Security teams, aligning objectives and driving operational efficiency

 • Achieved a 10% reduction in spend in Legal and PACS by streamlining operations and optimizing internal resources

 • Secured regulatory approvals for the acquisition of three premier U.S. natural gas utilities and advanced permitting for a number of projects in Canada and the U.S.

 • Supported integration of U.S. natural gas utility assets, ensuring seamless governance and operational transition

 • Advanced Tennessee Ridgeline Expansion, Canyon, T-North Expansion (Aspen Point), T-South Expansion (Sunrise), and other key projects by securing regulatory approvals and negotiating complex agreements

 • Reached favourable settlements on Texas Eastern, Saltville Gas Storage, Algonquin Gas Transmission and the U.S. portion of Maritimes & Northeast

 • Engaged with federal, provincial, and state officials to advance key regulatory and permitting initiatives

 • Improved corporate reputation with double-digit gains in brand trust and responsibility through targeted campaigns

 • Addressed security risks through facility upgrades and audit-driven corrective actions, reducing vulnerabilities significantly

 • Expanded the drone inspection program, reducing costs and improving facility safety

 • Introduced productivity improvements, including artificial intelligence tools, thereby streamlining workflows and enhancing productivity

 • Expanded digital outreach through social media, custom podcasts, and executive visibility initiatives

 • Expanded mentorship and leadership programs, enhancing succession planning and cross-functional development

 • Strengthened relationships with Indigenous stakeholders, fostering collaboration on critical projects

 • Supported Indigenous partnerships and equity initiatives, advancing commitments under the Indigenous Reconciliation Action Plan

 • Aligned external affairs and legal strategies with sustainability objectives that were incorporated into the 23 rd Annual Sustainability Report, reinforcing Enbridge's leadership in responsible energy development

 Enbridge Shares held

 Actual share ownership 1

required

 0x

 4x

 No. Mr. Hedgebeth has four years from January 1, 2024, the effective date of his current role, to meet the share ownership requirements

 1 See Share ownership on page 42 for more information

 2024 summary compensation table
 The table below shows the total amounts that Enbridge and its subsidiaries paid and granted to the NEOs for the years ended December 31, 2024, 2023, and 2022. Amounts represented below for Mr. Ebel, Ms. Hansen, and Mr. Hedgebeth that were paid or granted in U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382, US$1 = C$1.3186, and US$1 = C$1.3550 in 2024, 2023, and 2022, respectively. Fluctuation in the exchange rates affect year-over-year comparability.

 Name and principal position

 Year

 Salary 1
($)

 Stock-
based
awards 2
($)

 Option-
based
awards 3
($)

 Non-equity
incentive
plan
compen-
sation 4
 ($)

 Pension
value 5
($)

 All other
compen-
sation 6
($)

 Total
($)

 Gregory L. Ebel 7
 President & Chief Executive Officer

 2024

 1,995,601

 12,736,743

 3,184,176

 4,758,860

 848,000

 259,083

 23,782,463

 2023

 1,780,110

 9,256,836

 2,314,115

 4,418,945

 721,000

 241,778

 18,732,784

 Executive Vice President & Chief Financial Officer

 2024

 757,090

 2,499,065

 624,754

 1,153,862

 356,000

 -

 5,390,771

 2023

 559,284

 1,557,749

 389,533

 911,271

 2,632,000

 -

 6,049,837

 2022

 358,965

 610,276

 152,618

 270,000

 324,000

 30,778

 1,746,637

 Executive Vice President & President, Gas Transmission & Midstream

 2024

 970,045

 3,201,986

 800,477

 1,508,788

 709,000

 7,220,067

 2023

 833,507

 2,523,448

 630,803

 1,450,544

 1,296,000

 26,108

 6,760,410

 2022

 724,160

 6,310,923

 561,450

 1,129,396

 2,091,000

 106,898

 10,923,827

 Executive Vice President & President, Liquids Pipelines

 2024

 901,298

 2,975,053

 743,753

 1,411,410

 707,000

 -

 6,738,514

 2023

 840,145

 2,494,351

 623,618

 1,553,125

 1,361,000

 -

 6,872,239

 2022

 720,244

 5,173,859

 543,448

 957,405

 855,000

 20,775

 8,270,731

 Reginald D. Hedgebeth 8
 Executive Vice President, External Affairs & Chief Legal Officer

 2024

 962,926

 2,617,527

 654,381

 1,307,687

 295,000

 5,867,292

 2023

 248,908

 1,318,619

 -

 349,691

 81,000

 -

 1,998,218

 The amounts disclosed in this column include in-year adjustments to base salary.

 The amounts disclosed in this column include the aggregate grant date fair value of PSUs and RSUs granted in 2024, 2023, and 2022. The value of PSUs and RSUs granted is determined by multiplying the number of PSUs and RSUs granted by the unit values in the table below:

 Annual grants

 C$

 US$

 February 14, 2024

 46.37

 34.19

 February 15, 2023

 53.06

 39.77

 February 16, 2022

 52.61

 41.30

 Additional grants

 C$

 US$

 September 30, 2023 a

 -

 33.19

 August 8, 2023 b

 48.08

 -

 September 30, 2022 c

 53.96

 40.10

 a

 Share-settled RSUs provided to Mr. Hedgebeth upon hire.

 b

 PSUs and share-settled RSUs provided to Mr. Murray upon his promotion to Executive Vice President & CFO in respect of the increase to his new medium-term incentive targets.

 c

 Share-settled RSUs provided to Ms. Hansen and Mr. Gruending.

 The amounts in this column represent the grant date fair value of stock option awards granted to each of the NEOs, calculated in accordance with FASB ASC Topic 718. The value of the ISOs granted is determined by multiplying the number of ISOs granted by the stock option value. The grant date fair value of stock option awards is measured using the Black-Scholes option-pricing model, based on the following assumptions:

 February 2024

 August 2023 a

 February 2023

 February 2022

 Assumptions

 C$

 US$

 C$

 C$

 US$

 C$

 US$

 Expected option term

 Expected volatility

 19.772%

 22.925%

 20.967%

 20.860%

 23.501%

 20.971%

 23.589%

 Expected dividend yield

 8.108%

 8.108%

 7.351%

 6.712%

 6.712%

 6.516%

 6.516%

 Risk free interest rate

 3.544%

 4.198%

 3.497%

 3.209%

 3.910%

 1.801%

 1.981%

 Exercise price

 $46.37

 $34.19

 $48.08

 $53.06

 $39.77

 $52.61

 $41.30

 Option value

 $3.53

 $3.58

 $4.92

 $5.53

 $5.23

 $4.75

 $4.65

 a

 Stock options granted to Mr. Murray upon his promotion to Executive Vice President & CFO in respect of the increase to his new long-term incentive target.

 The amounts disclosed in this column represent amounts paid under the STIP with respect to the 2024, 2023, and 2022 performance years. There are no long-term non-equity incentive plans within the compensation program.

 The amounts disclosed in this column are equal to the compensatory change shown in the "Summary of defined benefits" table on page 61.

 All Other Compensation for 2024 includes actual amounts not reported in any other column for each NEO.

 Perquisites
 ($) a

 Matching contribution under
retirement savings plan
 ($) b

 Total
 ($) c

 229,312

 259,083

 Patrick. R. Murray

 -

 -

 -

 -

 -

 -

 -

 a

 Perquisites may include excess flexible benefit credits, parking, relocation subsidies, executive medical expenses, personal security, personal use of the Company aircraft, financial counseling benefits, memberships, and other incidental compensation. For Mr. Ebel, this includes $120,857 associated with his housing accommodations while working in Canada. Perquisites for other NEOs are not reported in this column if the aggregate amount is less than C$50,000 or 10% of the total salary.

 b

 Retirement savings plan matching contributions reflect the Company contributions to the 401(k) plan for Mr. Ebel, Ms. Hansen, and Mr. Hedgebeth.

 c

 Total compensation does not include $606,863 paid on behalf of Mr. Ebel pursuant to the Company's tax equalization program applicable to all eligible employees on work assignments outside their primary residence. The program is in accordance with the Canada/U.S. Tax Treaty to prevent double taxation for employees and will result in a refund to the Company post tax settlement in 2025.

 Mr. Ebel joined Enbridge as President & CEO on January 1, 2023.

 Mr. Hedgebeth joined Enbridge on September 17, 2023 and was appointed Executive Vice President, External Affairs & Chief Legal Officer effective January 1, 2024.

 Executive compensation tables and other compensation disclosures
 Outstanding option-based and share-based awards
 The table below shows the option-based and share-based awards that were outstanding on December 31, 2024. The market value of unvested or unearned awards is calculated based on C$61.01 per share for awards denominated in Canadian dollars and US$42.43 for awards denominated in U.S. dollars, which are the closing prices of Enbridge shares on the TSX and NYSE on December 31, 2024. The market value of unvested or unearned awards denominated in U.S. dollars were each converted from U.S. dollars to Canadian dollars using the published WM/Reuters 4 pm London 2024 year-end exchange rate of US$1 = C$1.4382.

 Option-based awards 1

 Share-based awards

 Plan
type

 Number of
securities
underlying
unexercised
options
 (#)

 Option
exercise
price
 ($)

 Option
expiry
date

 Value of in-the-money unexercised options

 Number
of units
that
have not
vested
 (#)

 Market or
payout
value of
units not
vested 2

 ($)

 Market or
value of vested
share-based
awards not
paid out or
distributed 3
 ($)

 Vested
($)

 Unvested
 ($)

 ISO

 618,436

 US34.19

 -

 7,328,942

 ISO

 335,560

 US39.77

 2/15/2033

 320,931

 962,792

 ISO 4

 2/16/2016

 405,408

 US28.87

 2/16/2026

 7,906,264

 -

 RSU

 69,534

 4,243,175

 RSU

 51,033

 3,114,199

 PSU

 208,603

 12,729,524

 PSU

 153,100

 9,342,598

 ISO

 176,984

 46.37

 -

 2,591,046

 ISO 5

 8/8/2023

 48,174

 48.08

 8/8/2033

 155,729

 467,161

 ISO

 27,580

 53.06

 2/15/2033

 54,815

 164,446

 ISO

 32,130

 52.61

 2/16/2032

 134,946

 134,946

 ISO

 37,050

 43.81

 2/18/2031

 477,954

 159,306

 ISO

 21,880

 55.54

 2/20/2030

 119,684

 -

 ISO

 2/21/2019

 32,970

 48.30

 2/21/2029

 419,049

 -

 ISO

 2/27/2018

 28,880

 43.02

 2/27/2028

 519,551

 -

 ISO

 2/28/2017

 35,960

 55.84

 2/28/2027

 185,913

 -

 ISO

 3/2/2015

 40,750

 59.08

 3/2/2025

 78,648

 -

 RSU

 14,468

 882,712

 RSU 5

 8/8/2023

 5,500

 335,548

 RSU

 3,319

 202,493

 RSU

 3,511

 214,227

 PSU

 43,403

 2,648,006

 PSU 5

 8/8/2023

 16,499

 1,006,576

 PSU

 9,969

 608,185

 PSU

 -

 -

 670,384

 ISO

 155,470

 US34.19

 -

 1,842,439

 ISO

 91,470

 US39.77

 2/15/2033

 87,484

 262,445

 ISO

 118,200

 52.61

 2/16/2032

 496,440

 496,440

 ISO

 98,800

 43.81

 2/18/2031

 1,274,520

 424,840

 ISO

 105,000

 55.54

 2/20/2030

 574,350

 -

 ISO

 2/21/2019

 125,580

 48.30

 2/21/2029

 1,596,122

 -

 ISO

 2/27/2018

 115,380

 43.02

 2/27/2028

 2,075,686

 -

 ISO

 2/28/2017

 89,190

 55.84

 2/28/2027

 461,112

 -

 RSU

 17,481

 1,066,757

 RSU

 13,912

 848,942

 RSU

 12,919

 788,206

 PSU

 52,442

 3,200,138

 PSU

 41,736

 2,546,826

 PSU

 -

 -

 2,467,321

 Option-based awards 1

 Share-based awards

 Plan
type

 Number of
securities
underlying
unexercised
options
 (#)

 Option
exercise
price
 ($)

 Option
expiry
date

 Value of in-the-money unexercised options

 Number
of units
that
have not
vested
 (#)

 Market or
payout
value of
units not
vested 2

 ($)

 Market or
value of vested
share-based
awards not
paid out or
distributed 3
 ($)

 Vested
($)

 Unvested
 ($)

 ISO

 210,695

 46.37

 -

 3,084,575

 ISO

 112,770

 53.06

 2/15/2033

 224,134

 672,387

 ISO

 114,410

 52.61

 2/16/2032

 480,522

 480,522

 ISO

 136,370

 43.81

 2/18/2031

 1,759,182

 586,382

 ISO

 121,740

 55.54

 2/20/2030

 665,918

 -

 ISO

 2/21/2019

 78,490

 48.30

 2/21/2029

 997,608

 -

 ISO

 2/27/2018

 45,170

 43.02

 2/27/2028

 812,608

 -

 ISO

 2/28/2017

 48,670

 55.84

 2/28/2027

 251,624

 -

 RSU

 17,224

 1,050,817

 RSU

 13,588

 829,023

 RSU

 12,508

 763,090

 PSU

 51,670

 3,152,385

 PSU

 40,777

 2,487,775

 PSU

 -

 -

 2,387,954

 ISO

 127,095

 US34.19

 -

 RSU

 14,290

 872,014

 RSU 6

 9/30/2023

 32,981

 2,012,618

 PSU

 42,870

 2,616,043

 Each ISO award has a 10-year term and vests pro-rata as to one fourth of the option award beginning on the first anniversary of the grant date.

 A performance multiplier of 1.0x has been used (PSUs only), based on achieving the target performance level as defined in the plan.

 Reflects the payout value of the 2022 PSU grant, which vested on December 31, 2024, but will not be paid until March 2025. A performance multiplier of 1.0x is used.

 Reflects outstanding stock options that were granted while Mr. Ebel served as Chairman, President & CEO of Spectra Energy.

 Reflects additional LTI grants upon Mr. Murray's promotion to Executive Vice President & CFO in respect of the increase to his new medium- and long-term incentive targets.

 Reflects RSU grant upon Mr. Hedgebeth's hire.

 Value vested or earned in 2024

 Value vested during the year

 Value earned
during the year

 Option-basedawards 1,2
 ($)

 Share-basedawards 1,3,4
 ($)

 Non-equityincentive plan 1,5
 ($)

 4,758,860

 Patrick. R. Murray

 86,333

 865,315

 1,153,862

 65,455

 8,039,134

 1,508,788

 90,346

 6,636,465

 1,411,410

 1,307,687

 U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.

 The values of the option-based awards are based on the following:

 Grant price

 2024 vesting date

 Closing price on 2024
vesting date or last trading
day prior to vest date

 $55.54

 2/20/2024

 $46.56

 US$41.97

 2/20/2024

 US$34.44

 $43.81

 2/18/2024

 $46.46

 US$34.52

 2/18/2024

 US$34.42

 $52.61

 2/16/2024

 $46.46

 US$41.30

 2/16/2024

 US$34.42

 $53.06

 2/15/2024

 $45.81

 US$39.77

 2/15/2024

 US$34.01

 8/8/2023

 $48.08

 8/8/2024

 $53.21

 Includes RSUs and dividend equivalents, that matured in 2024. The values of the share-based awards are based on the following:

 Grant

 Grant price

 2024 vesting date

 Volume weighted average
share price for the 20 trading
days preceding the vesting date

 2021 RSU

 $42.29

 2/18/2024

 $46.96

 2021 RSU

 US$32.88

 2/18/2024

 US$35.12

 2022 RSU

 9/30/2022

 $53.96

 9/30/2024

 $54.89

 2022 RSU

 9/30/2022

 US$40.10

 9/30/2024

 US$40.59

 Includes PSUs and dividend equivalents, that vested in 2024. The values of the share-based awards are based on a performance multiplier of 1.0x and the volume weighted average share price of an Enbridge share on the TSX for the 20 trading days immediately preceding the maturity date February 11, 2025, on which performance was certified.

 Grant

 Grant price

 2024 vesting date

 Volume weighed average
share price for the 20 trading
days immediately preceding
the maturity date

 2022 PSU

 $52.61

 12/31/2024

 $63.64

 Includes STIP, based on the Enbridge scorecard with variability of business unit financial performance and individual performance for the 2024 performance year.

 Termination of employment and change-in-control arrangements
 Employment agreements
 Enbridge has employment agreements with all NEOs. The terms in the employment agreements are competitive and part of a comprehensive compensation package that assists in recruiting and retaining top executive talent.
 The agreements generally provide payments for executives in the case of involuntary termination for any reason (other than for cause) or voluntary termination within 150 days after constructive dismissal, as defined in each agreement, and do not provide for any "single-trigger" severance payments upon a change in control of the Company. As a condition to receiving payments under the employment agreements upon a qualifying termination of employment, the executive must execute a general release of claims in favour of Enbridge and comply with the following restrictive covenants:

 Confidentiality provision

 Non-competition/solicitation

 No recruitment

 2 years after departure

 1 year after departure

 2 years after departure

 Termination of employment scenarios
 Compensation that would be paid to all NEOs pursuant to the terms of their existing executive employment agreements under various termination scenarios, including change in control ("CIC"), is described below.

 Compensation
 component

 Voluntary

 Involuntary

 Resignation

 Termination not for
cause or constructive
dismissal

 Termination
following CIC

 Base salary

 None

 None

 Two times the current salary is paid in a lump sum

 Short-term
 incentive

 Payable in full if executive has worked the entire calendar year and remains actively employed on the payment date. Otherwise, none

 Current year's incentive prorated to retirement date

 Two times the average short-term incentive award over the past two years is paid out in a lump sum
 plus
 the current year's short-term incentive, prorated based on active service during the year of termination based on target performance

 Medium- and long- term incentives

 • PSUs and RSUs forfeited

 • Vested stock options must be exercised within 30 days of resignation or by the end of the original term (if sooner)

 • Unvested stock options are cancelled

 • PSUs and RSUs granted prior to 2024 are prorated to retirement date and value is assessed and paid at the end of the usual term

 • PSUs and RSUs granted in 2024 and thereafter, are not prorated if the recipient is between the ages of 55-59 with 30+ years of service, or is age 60 and older at retirement date, otherwise are prorated to retirement date and value is assessed and settled at the end of the usual term, if the foregoing criteria are not met

 • Stock options granted prior to 2020 can be exercised for three years after retirement (or option expiry, if sooner)

 • Stock options granted in 2020 and thereafter continue to vest and can be exercised for five years after retirement (or option expiry, if sooner)

 • PSUs and RSUs are prorated to date of termination (plus any applicable notice period) and value is assessed and paid/settled at the end of the usual term

 • Vested stock options must be exercised according to stock option terms

 • The in-the-money spread value of unvested stock options is paid in cash

 • PSUs vest and the value is assessed and paid on performance measures deemed to have been achieved as of the change of control. RSUs vest and are share settled

 • All stock options vest and remain exercisable for 30 days following termination (or option expiry, if sooner)

 Pension

 No longer earns service credits

 Additional two years of pension credit are added to the final pension calculation (three years for Mr. Hedgebeth)

 Benefits

 None

 Post-retirement benefits begin

 Two times the value of future benefits paid out in a lump sum

 The amounts shown in the table below include the estimated incremental payments and benefits that would be payable to each of our NEOs as a result of the specified triggering event, assumed to occur as of December 31, 2024. The actual amounts that would be payable in these circumstances can be determined only at the time of the executive's separation, would include payments or benefits already earned or vested and may differ from the amounts set forth in the table below. Amounts in U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.

 Triggering event 1

 Base
salary 2
 ($)

 Short-
term
incentive 3
($)

 Medium-
term
incentive 4
($)

 Long-
term
incentive 5
($)

 Pension 6
 ($)

 Benefits 7
 ($)

 Total
payout
 ($)

 CIC

 -

 -

 -

 -

 -

 -

 -

 Death

 -

 -

 12,456,797

 8,291,733

 -

 77,442

 20,825,972

 -

 -

 8,174,773

 8,291,733

 -

 77,442

 16,543,948

 -

 -

 -

 -

 -

 77,442

 77,442

 4,026,960

 8,837,890

 12,456,797

 8,291,733

 3,421,000

 180,130

 37,214,510

 4,026,960

 8,837,890

 12,456,797

 8,291,733

 3,421,000

 180,130

 37,214,510

 CIC

 -

 -

 -

 -

 -

 -

 -

 Death

 -

 -

 5,897,748

 3,516,905

 -

 29,400

 9,444,053

 -

 -

 -

 -

 -

 29,400

 29,400

 1,528,800

 1,181,271

 5,861,505

 3,516,905

 1,440,000

 111,568

 13,640,049

 1,528,800

 1,181,271

 5,897,748

 3,516,905

 1,440,000

 111,568

 13,676,292

 CIC

 -

 -

 -

 -

 -

 -

 -

 Death

 -

 -

 4,183,974

 3,026,164

 -

 37,670

 7,247,808

 -

 -

 2,982,878

 3,026,164

 -

 37,670

 6,046,712

 -

 -

 -

 -

 -

 37,670

 37,670

 1,958,828

 2,579,940

 4,183,974

 3,026,164

 2,314,000

 125,976

 14,188,882

 1,958,828

 2,579,940

 4,183,974

 3,026,164

 2,314,000

 125,976

 14,188,882

 CIC

 -

 -

 -

 -

 -

 -

 -

 Death

 -

 -

 8,283,090

 4,823,866

 -

 35,000

 13,141,956

 -

 -

 4,265,583

 4,823,866

 -

 35,000

 9,124,449

 -

 -

 -

 -

 -

 35,000

 35,000

 1,820,000

 2,510,530

 8,239,945

 4,823,866

 2,101,000

 127,724

 19,623,065

 1,820,000

 2,510,530

 8,283,090

 4,823,866

 2,101,000

 127,724

 19,666,210

 CIC

 -

 -

 -

 -

 -

 -

 -

 Death

 -

 -

 5,500,676

 -

 37,393

 7,044,242

 -

 -

 1,968,452

 -

 37,393

 3,512,018

 -

 -

 -

 -

 -

 37,393

 37,393

 1,944,446

 699,383

 5,464,872

 1,223,000

 140,081

 10,977,955

 1,944,446

 699,383

 5,500,676

 1,223,000

 140,081

 11,013,759

 Mr. Ebel, Ms. Hansen, Mr. Gruending, and Mr. Hedgebeth are retirement eligible as of December 31, 2024. Retirement eligibility under Enbridge programs means age 55 or older.

 Reflects a lump sum payment equal to two times the NEOs base salary in effect as at December 31, 2024.

 Reflects a lump sum payment equal to two times the average of the short-term incentive award paid to the NEO in the two years preceding the year in which the termination occurs. In addition, the NEO would receive a short-term incentive payment for the current year reflected in the summary compensation table.

 Represents the value of RSUs and PSUs that would vest and be settled in cash upon the triggering event, based on C$61.01 for awards granted in Canadian dollars and US$42.43 for awards granted in U.S. dollars, the closing price of an Enbridge share on the TSX and NYSE, respectively, on December 31, 2024, and assuming, in the case of PSUs, target performance. For PSUs and RSUs, severance period, as outlined in the executive employment agreement, counts towards active service when prorating for termination without cause.

 Represents the "in-the-money value" of unvested ISOs as of December 31, 2024, that would be paid in cash (as a result of an involuntary termination without cause) or that would become vested (as a result of an involuntary or good reason termination after a CIC or retirement). In-the-money value is calculated based on C$61.01 for awards granted in Canadian dollars and US$42.43 for awards granted in U.S. dollars, the closing price of an Enbridge share on the TSX and NYSE, respectively, on December 31, 2024, less the applicable exercise price of the option.

 Reflects the value of two additional years of pension credit for each of Messrs. Ebel, Murray and Gruending, and Ms. Hansen, and three additional years of pension credit for Mr. Hedgebeth.

 Reflects a lump sum cash payment in respect of vacation carryover following the NEOs termination (as a result of death, retirement or a voluntary termination), or a lump sum cash payment in respect of the flex credit allowance and savings plan matching contributions that would have been paid by Enbridge over a period of two years following the NEOs termination (as a result of an involuntary termination without cause, or good reason termination after a CIC), plus vacation carryover and an allowance for financial and career counselling.

 Additional equity compensation information
 Enbridge shares used for purposes of equity compensation
 Enbridge adopted the 2019 LTIP effective February 13, 2019, under which stock options were granted beginning in 2019 and share-settled RSUs granted beginning in 2022. The 2019 LTIP was approved by our shareholders at our 2019 annual meeting of shareholders.
 Two prior stock option plans were approved by Enbridge shareholders in 2007, as Enbridge Inc. Incentive Stock Option Plan (2007), as revised (Incentive Stock Option Plan), and Enbridge Inc. Performance Stock Option Plan (2007), as amended and restated (2011) and further amended (2012 and 2014). No awards have been or will be granted under the Incentive Stock Option Plan or Performance Stock Option Plan after February 13, 2019, and all shares still available to be issued and not subject to awards under these prior stock option plans became available under the 2019 LTIP.
 Shares reserved for equity compensation as of December 31, 2024

 A

 B

 C

 Plans approved by
 security holders

 Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(#)

 Weighted-averageexercise price
of outstanding options,
warrants and rights
($)

 Number of securities remaining
available for future issue under
equity compensation plans
(excluding securities reflected
in column A)
 (#)

 2019 LTIP 1

 23,529,305

 51.07

 4,5

 20,023,691

 Incentive Stock Option Plan 2

 4,988,130

 53.76

 -

 Spectra 2007 LTIP 3

 596,105

 41.52

 -

 Includes options and share-settled RSUs outstanding under the 2019 LTIP.

 Includes options outstanding under the Incentive Stock Option Plan.

 Awards granted under the Spectra 2007 LTIP were assumed by Enbridge at the closing of the Merger Transaction, as described in the "Assumed equity-based compensation awards from Spectra Energy" section. No further awards have been or will be granted under the Spectra 2007 LTIP following the closing of the Merger Transaction.

 U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024.

 This weighted-average exercise price relates only to options granted under the 2019 LTIP. All other awards granted under the 2019 LTIP are deliverable without the payment of any consideration, and therefore these awards have not been considered in calculating the weighted average exercise price.

 Represents 0.9192% of total issued and outstanding Enbridge shares as of December 31, 2024.

 Awards granted and outstanding as of December 31, 2024

 Awards outstanding

 Number
 outstanding

 Percentage of total issued and
outstanding Enbridge shares

 2019 LTIP 1

 23,529,305

 1.0802%

 Incentive Stock Option Plan

 4,988,130

 0.2290%

 Spectra 2007 LTIP – stock options 2

 596,105

 0.0274%

 Includes options and share-settled RSUs outstanding under the 2019 LTIP.

 Awards granted under the Spectra 2007 LTIP as described in the "Assumed equity-based compensation awards from Spectra Energy" section.

 Plan restrictions – 2019 LTIP

 Enbridge shares reserved for issue under the 2019 LTIP

 49,700,000 in total, or 2.28% of Enbridge's total issued and outstanding Enbridge shares as of December 31, 2024.

 The total number of Enbridge shares reserved for issuance to Insiders pursuant to all security-based compensation arrangements of the Company shall not exceed 10% of the number of Enbridge shares outstanding at the time of reservation.

 Enbridge shares that can be issued in a one-year period

 The total number of Enbridge shares issued to Insiders pursuant to all security-based compensation arrangements of the Company shall not exceed 10% of the number of Enbridge shares outstanding at the time of issuance (excluding any other Enbridge shares issued under all security-based compensation arrangements of the Company during such one-year period).

 The number of Enbridge shares that can be issued as incentive stock options (within the meaning of the U.S. Internal Revenue Code)

 Up to 2,000,000 Enbridge shares can be issued under the 2019 LTIP as Incentive Stock Options.

 Stock options delivered to a greater than 10% shareholder

 If an Incentive Stock Option is granted to a greater than 10% shareholder, the grant price will not be less than 110% of the fair market value on the grant date of the Incentive Stock Option, and in no event will such Incentive Stock Option be exercisable after the expiration of five years from the date on which the Incentive Stock Option is granted.

 Minimum vesting

 All awards shall be subject to a minimum vesting schedule of at least twelve months following the date of grant of the award, provided that vesting may accelerate in connection with death, retirement, a CIC or other termination of service.

 Notwithstanding the foregoing, up to 5% of the Enbridge shares available for grant under the 2019 LTIP may be granted with a minimum vesting schedule that is shorter than twelve months.

 Annual burn rate

 Stock options outstanding

 2024

 2023

 2022

 2019 LTIP

 0.3356%

 0.2223%

 0.2071%

 Incentive Stock Option Plan 1

 -

 -

 -

 Spectra 2007 LTIP – stock options 2

 -

 -

 -

 No grants have been made under this plan since 2018.

 All grants under the Spectra 2007 LTIP were made by Spectra Energy prior to the Merger Transaction. No further awards have been or will be granted under the Spectra 2007 LTIP following the closing of the Merger Transaction.

 Governance for making changes to the 2019 LTIP
 To the extent permitted by applicable laws, the Board may amend, suspend or terminate the 2019 LTIP at any time without shareholder approval, provided that no amendment, other than an increase to the overall share limit, may materially and adversely affect any award outstanding at the time of the amendment without the affected participant's consent.
 Enbridge shareholder approval is required to implement any of the following changes:

 •

 increasing the overall share limit

 •

 reducing the grant, exercise or purchase price for any awards

 •

 the cancellation of any awards and the reissue of or replacement of such awards with awards having a lower grant, exercise or purchase price

 •

 removing or exceeding the limits of the 2019 LTIP on participation by insiders

 •

 the extension of the term of any award

 •

 allowing other than employees or non-employee directors of the Company or a subsidiary to become participants in the 2019 LTIP

 •

 allowing awards to become transferable or assignable other than by will or according to the laws of descent and distribution

 •

 changing the amendment provisions of the 2019 LTIP

 Termination provisions of equity compensation plans
 The termination provisions for equity compensation awards granted under the 2019 LTIP (as governed by the incentive stock option grant agreements and the restricted stock unit grant agreements), and the incentive stock option plan (2007), as revised are summarized below.

 Reason for termination

 Incentive stock option provisions 1

 Restricted stock unit provisions

 Resignation

 Can exercise vested options up to 30 days from the date of termination or until the option term expires (if sooner).

 All outstanding RSUs are forfeited.

 For incentive stock options granted prior to 2020, options continue to vest and can be exercised up to three years from retirement or until the stock option term expires (if sooner).

 For incentive stock options granted in 2020 and thereafter, options continue to vest and can be exercised up to five years from retirement or until the stock option term expires (if sooner).

 For RSUs granted prior to 2024, RSUs are prorated to retirement date and value is assessed and settled at the end of the usual term.

 For RSUs granted in 2024 and thereafter, RSUs are not prorated for employees between the age of 55-59 with 30+ years of experience or who are age 60 and older at retirement date. RSUs are prorated to retirement date and value is assessed and settled at the end of the usual term if the foregoing criteria are not met.

 Death

 All options vest and can be exercised up to 12 months from the date of death or until the option term expires (if sooner).

 All outstanding RSUs become vested and are settled no later than 30 days following the date of death.

 Disability

 Options continue to vest based on the regular provisions of the plan.

 All outstanding RSUs become vested and are settled no later than 30 days following the date of disability.

 Involuntary termination

 not for cause

 Unvested options continue to vest and options that are vested or become vested can be exercised up to 30 days after the termination date or the notice period (if applicable) or until the option term expires (if sooner).

 RSUs are prorated to termination date (plus any applicable notice period) and value is assessed and settled at the end of the usual term.

 for cause

 All options are cancelled on the date of termination.

 All outstanding RSUs are forfeited.

 Change of control or reorganization

 For 2016 and prior grants, for a change of control, options vest on a date determined by the HRC Committee before the change of control. For any other kind of reorganization, options are to be assumed by the successor Company. If they are not assumed, they will vest and the value will be paid in cash.

 Beginning with the 2017 grants, if the employment of a participant is terminated without cause (including constructive dismissal) by the Company or a subsidiary within two years after a change of control, then all unvested options of the participant vest on that double-trigger date.

 If the employment of a participant is terminated without cause, (including constructive dismissal) by the Company or a subsidiary within two years after a change of control, then all outstanding RSUs become vested and are settled no later than 30 days following the date of termination.

 Other transfer or assignment of stock options

 The holder of an option may not transfer or assign it other than by will, or as allowed by the laws of descent and distribution.

 The award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by
 will or by the laws of descent or distribution.

 Differences in termination provisions apply for US$ options where the executive has elected treatment as incentive stock options within the meaning of U.S. Internal Revenue Code Section 422. All U.S. ISOs beginning with the 2018 grant are issued as non-qualified.

 Other benefits elements
 Retirement benefits
 The NEOs participate in the Senior Management Pension Plan ("SMPP"), a non-contributory defined benefit plan which is part of a market competitive compensation package for all Canadian and U.S. members of senior management. Before becoming participants in the SMPP, certain NEOs participated in a defined benefit or defined contribution pension plan.
 Defined benefit plan
 The following graphic shows how the SMPP retirement benefit payable at normal retirement age is calculated:

 Key terms of the SMPP:

 •

 Eligibility: members of senior management join the SMPP on the later of their date of hire or promotion to a senior management position

 •

 Vesting: plan participants are fully vested immediately

 •

 Retirement age: normal retirement date is age 65. Participants may retire and receive an unreduced benefit at age 60, or as early as age 55 if they have 30 years of service. Participants with less than 30 years of service may retire on or after age 55 and receive a benefit that is reduced by 3% for each year the participant's age at retirement was less than age 60

 •

 Survivor benefits: benefits are payable for the life of the member. If the member is single at retirement, 15 years of pension payments are guaranteed. If the member is married at retirement and dies before their spouse, 60% of the pension will continue to be paid to the spouse for his/her lifetime

 Pension benefits are paid from the following tax-qualified and supplemental pension plans which comprise the SMPP:

 •

 Retirement Plan for Employees of Enbridge Inc. and Affiliates

 •

 Enbridge Employee Services, Inc. Employees' Pension Plan

 •

 Enbridge Supplemental Pension Plan

 •

 Enbridge Employee Services Inc. Supplemental Pension Plan for United States Employees

 Summary of defined benefits
 The following table outlines estimated annual retirement benefits, accrued pension obligations and compensatory and non-compensatory changes for the NEOs under the defined benefit pension plans. All information is based on the assumptions and methods used for the purposes of reporting the Company's financial statements and which are described in the Company's financial statements.

 Credited
service
(years)

 Annual benefits
payable

 Accrued
obligation at
January 1,
2024
($)

 Compensatory
change 1
 ($)

 Non-compensatory
change 2
 ($)

 Accrued
obligation at
December 31,
2024
($)

 At year end
($)

 At age 65
($)

 A

 B

 C

 A+B+C

 Gregory L. Ebel 3,4

 2.00

 111,000

 480,000

 757,000

 848,000

 127,000

 1,732,000

 18.00

 276,000

 736,000

 5,183,000

 356,000

 411,000

 5,950,000

 Cynthia L. Hansen 4,5,6

 19.42

 581,000

 708,000

 7,925,000

 709,000

 418,000

 9,052,000

 Colin K. Gruending 6

 21.25

 602,000

 844,000

 7,991,000

 707,000

 340,000

 9,038,000

 Reginald D. Hedgebeth 4,7

 1.29

 26,000

 257,000

 83,000

 295,000

 32,000

 410,000

 The components of compensatory change are current service cost and the difference between actual and estimated pensionable earnings.

 The non-compensatory change includes interest on the accrued obligation at the start of the year, changes in actuarial assumptions and other experience gains and losses not related to compensation.

 Mr. Ebel accrued a deferred vested pension benefit, and is also in receipt of a pension, from various legacy pension plans in respect of service while employed by Spectra Energy prior to February 27, 2017. These entitlements were assumed by Enbridge on closing of the Merger Transaction, as described in the "Assumed equity-based compensation awards from Spectra Energy" section, but are not linked to, or impacted by, his employment with Enbridge Inc., so are not included in the above table. As at December 31, 2024, the accrued obligation in respect of these legacy entitlements is C$5,591,000 and the accrued annual benefits payable at year end is C$353,000.

 U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.4382 in 2024. The impact of changes to exchange rates on Mr. Ebel and Ms. Hansen's accrued obligation are reflected in the non-compensatory change.

 Ms. Hansen's SMPP retirement benefit is indexed for inflation.

 In 2020, Ms. Hansen and Mr. Gruending were granted a temporary hold-harmless against a reduction to their SMPP pension resulting from the significant reductions in base salary should they retire within five years of the reduction. These temporary base salary reductions were related to the impacts of COVID-19, reduced energy demand and reduced commodity prices, and were not intended to have a permanent impact on the SMPP lifetime pensions. NEO base salaries were reinstated in 2021.

 Mr. Hedgebeth accrued a deferred vested pension benefit in respect of service while employed by Spectra Energy prior to March 2, 2017. This entitlement was assumed by Enbridge on closing of the Merger Transaction but is not linked to, or impacted by, his employment with Enbridge Inc., so is not included in the above table. As at December 31, 2024, the accrued obligation in respect of this legacy entitlement is C$383,000 and the accrued annual benefits payable at year end is C$41,000.

 Defined contribution plan
 The defined contribution pension plan is a non-contributory pension plan. The level of contribution varies, depending on age and years of service. None of the NEOs are currently participating in the defined contribution pension plan.
 Mr. Murray, Ms. Hansen, and Mr. Gruending participated in the defined contribution plan for approximately ten years, six years, and four years respectively, prior to joining the SMPP. The values shown below reflect market value of assets of the defined contribution plan.

 Accumulated value
at January 1, 2024
($)

 Compensatory
change 1
 ($)

 Accumulated value
at December 31, 2024
($)

 114,522

 -

 135,352

 174,473

 -

 196,216

 109,198

 -

 130,005

 The compensatory change is equal to contributions made by the Company during 2024.

 Other benefits
 Enbridge's savings plan and benefits plans are key elements of the total compensation package for our employees, including our NEOs.
 Savings Plan
 Enbridge provides a savings plan for Canadian employees and a 401(k) savings plan for U.S. employees. All NEOs participate in the savings plan on the same terms as eligible employees. The savings plans assist and encourage employees to save by matching 100% of employee contributions up to plan limits (maximum 2.5% and 6% of base salary for Canadian employees and U.S. employees, respectively) and subject to applicable tax limits. In Canada, matching contributions are provided as flex credits which may be used to purchase additional benefits or taken as after-tax cash; in the U.S., matching contributions are invested in the savings plan.
 Life and health benefits
 Medical, dental, life insurance and disability insurance benefits are available to meet the specific needs of individuals and their families. The NEOs participate in the same plan as all other employees. The plans are structured to provide minimum basic coverage with the option of enhanced coverage at a level that is competitive and affordable.
 The HRC Committee reviews the retirement and other benefits regularly. These benefits are a key element of a total compensation package and are designed to be competitive and reasonably meet the needs of executives in their current roles.
 Assumed equity-based compensation awards from Spectra Energy
 On February 27, 2017, Enbridge Inc and Spectra Energy combined through a stock-for-stock merger transaction (the "Merger Transaction"). Pursuant to the terms of the merger agreement, Enbridge assumed all awards outstanding under the Spectra Energy Corp 2007 Long Term Incentive Plan, as amended and restated (the "Spectra 2007 LTIP") at the closing of the Merger Transaction ("Assumed Spectra LTIP Awards"). The Assumed Spectra LTIP Awards, including the shares of Enbridge issuable thereunder, were approved by Enbridge shareholders as part of the Merger Transaction on December 15, 2016. No further awards have been or will be granted under the Spectra 2007 LTIP following the closing of the Merger Transaction.

 Spectra 2007 LTIP
 The Assumed Spectra LTIP Awards remain subject to and will continue to be administered by Enbridge pursuant to the terms of Spectra 2007 LTIP. The following summarizes the material provisions of the Spectra 2007 LTIP to the extent applicable to the Assumed Spectra LTIP Awards. The summary is qualified in its entirety by the full text of the amended and restated Spectra 2007 LTIP, which is available on Enbridge's profile on the SEC's website at sec.gov.
 General provisions

 •

 Number of shares. The aggregate number of Enbridge shares that may be issued pursuant to the Assumed Spectra LTIP Awards is 5,000,000 shares of Enbridge representing 0.25% of Enbridge's outstanding and issued shares as at December 31, 2019.

 •

 Reservation of Shares. When Spectra Energy first adopted the Spectra 2007 LTIP in 2007, it reserved 30,000,000 shares of common stock for issuance under the Spectra 2007 LTIP, with an additional 10,000,000 shares and 12,500,000 shares reserved following shareholder approval on April 19, 2011 and April 26, 2016, respectively. Immediately prior to closing of the Merger Transaction, there were 19,756,580 shares of Spectra Energy common stock available for future issuance under the Spectra 2007 LTIP. However, Enbridge determined that it would not grant any additional awards under the Spectra 2007 LTIP following the closing of the Merger Transaction and as a result, assumed only those shares issuable under the Assumed Spectra LTIP Awards. All future equity-based awards granted by Enbridge (including those made to legacy Spectra Energy employees) will be awarded pursuant to Enbridge's existing plans and not the Spectra 2007 LTIP.

 •

 Administration. Prior to the closing of the Merger Transaction, the Spectra 2007 LTIP was administered by the Compensation Committee of Spectra Energy, which had the authority to determine the persons to whom awards were granted, the types of awards granted, the time at which awards were to be granted, the number of shares, units or other rights subject to an award, and the terms and conditions of each award. Following the completion of the Merger Transaction, the Spectra 2007 LTIP will, solely to the extent applicable to the Assumed Spectra LTIP Awards, be administered by the HRC Committee consistent with the administration of Enbridge's existing compensation programs.

 •

 Eligibility. All key employees of Spectra Energy and its subsidiaries and all non-employee directors were eligible for awards granted under the Spectra 2007 LTIP, as selected from time to time by the Compensation

Committee of Spectra Energy in its sole discretion. As noted above, only those shares issuable under the Assumed Spectra LTIP Awards were assumed by Enbridge in connection with the Merger Transaction and as a result, no additional awards will be granted by Enbridge to any individual under the Spectra 2007 LTIP.

 •

 Awards. As described in more detail below, the Assumed Spectra LTIP Awards include Spectra Energy options.

 •

 Adjustments to awards. The HRC Committee may determine and implement appropriate adjustments to the Assumed Spectra LTIP Awards in the event of any merger, consolidation, recapitalization, reclassification, stock dividend, stock split or other similar change of control transactions.

 •

 Term and amendment. The Spectra 2007 LTIP has a term of ten years from the date of approval by the shareholders of Spectra Energy, which was last granted on April 26, 2016, subject to earlier termination or amendment in accordance with the terms of the Spectra 2007 LTIP. Any amendment to the Assumed Spectra LTIP Awards or the Spectra 2007 LTIP that is implemented by the HRC Committee may not materially adversely affect the Assumed Spectra LTIP Awards without consent of the holder of such award.

 •

 Assignability. A stock option granted under the Spectra 2007 LTIP may, solely to the extent permitted by the HRC Committee, be transferred to members of the participants' immediate family or to trusts, partnerships or corporations whose beneficiaries, members or owners are members of the participant's immediate family or such other person as may be approved by the HRC Committee in advance and set forth in the award agreement. All other Assumed Spectra LTIP Awards are not assignable or transferable except by will or the laws of descent and distribution.

 Stock options

 •

 Nonqualified stock options and incentive stock options. Spectra Energy granted options under the Spectra 2007 LTIP to purchase shares of Spectra Energy common stock ("Spectra Energy options") to certain of its employees. As of immediately prior to the closing of the Merger Transaction, there were 4,000 Spectra Energy options outstanding under the Spectra 2007 LTIP at a weighted average exercise price of US$26.33 per share of Spectra Energy common stock and 892,163 Spectra Energy options outstanding under the Spectra 2007 LTIP at a weighted average exercise price of US$28.40 per share of Spectra Energy common stock.

 •

 Exercise price. The exercise price of each Spectra Energy option was determined by the Compensation Committee of Spectra Energy at the date of grant,

provided however, that the exercise price per option could not be less than 100% of the fair market value per share of the common stock of Spectra Energy as of the date of grant. As the exercise price of the Spectra Energy options was determined at the date of grant, the exercise price may be below the then current market price of the Enbridge shares at the time the options are exercised.

 •

 Vesting and term of stock options. The Compensation Committee of Spectra Energy prescribed in the award agreement applicable to each Spectra Energy option the time or times at which, or the conditions upon which, such option vests or becomes exercisable. Spectra Energy options generally have a term of ten years from date of grant and during such term, once vested, the option could be exercised, unless a shorter exercise period was specified by the Compensation Committee of Spectra Energy in an award agreement, and subject to such limitations as may apply under an award agreement relating to the termination of a participant's employment or other service with Spectra Energy or any of its subsidiaries.

 •

 Treatment upon closing of the Merger Transaction. At the closing of the Merger Transaction, each outstanding Spectra Energy option, whether vested or unvested, was automatically converted into an option to purchase, on the same terms and conditions as were applicable immediately prior to the closing, the number of Enbridge shares equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Spectra Energy common stock subject to such option immediately prior to the closing and (ii) 0.984 ("Exchange Ratio"), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Spectra Energy common stock of such Spectra Energy option immediately prior to the closing divided by (B) the Exchange Ratio. The Spectra Energy options assumed by Enbridge in connection with the Merger Transaction are exercisable for 881,819 Enbridge shares at a weighted average exercise price of US$28.87 per share of Enbridge shares, vest at various dates until February 2019 and have various terms expiring on or before February 2026.

 Other stock-based awards

 •

 Other stock-based awards. In addition to the Assumed Spectra LTIP Awards, Spectra Energy had other equity-based or equity-related awards representing a right to acquire or receive shares of Spectra Energy common stock or payments or benefits measured by the value thereof ("Spectra Energy other awards") outstanding under the Spectra Energy Executive Savings Plan and the Spectra Energy Directors' Savings Plan ("Spectra Savings Plans").

 •

 Treatment upon closing of the Merger Transaction. At the closing of the Merger Transaction, each outstanding Spectra Energy other award was automatically converted into a right to acquire or receive benefits measured by the value of Enbridge shares, on the same terms and conditions as were applicable to the Spectra Energy other award immediately prior to the closing. As converted, the number of Enbridge shares subject to such other award is equal to the product (rounded down to the nearest whole number) of (i) the number of shares

of Spectra Energy common stock subject to such award immediately prior to the closing and (ii) the Exchange Ratio. The Spectra Savings Plans have trust funding vehicles (commonly referred to as rabbi trusts) ("Spectra Savings Plan Trusts"). Obligations to fund the Spectra Savings Plan Trusts were triggered in connection with the Merger Transaction. For any share-settled Spectra Energy other awards, the Enbridge shares used to settle such awards will be obtained on the market by the trustee of the Spectra Savings Plan Trusts.

 Quantification of equity-based compensation
 Set forth below are the number of Enbridge shares issuable under the Spectra 2007 LTIP in connection with the exercise or settlement of the Assumed Spectra Energy Awards outstanding as of December 31, 2024.

 Total Enbridge shares

 issuable under Spectra 2007 LTIP

 Percentage of issued and
outstanding Enbridge shares

 596,105

 0.0274%

 Termination provisions of Spectra Energy options
 The termination provisions for the Spectra Energy options, are described below.

 Reason for termination

 Provisions

 Voluntary termination
(not retirement eligible)

 The unvested portion of such an award terminates immediately.

 Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date.

 Voluntary termination
(retirement eligible)

 Unvested options are pro-rated based on full and partial months of service during the vesting period, and vest immediately.

 Vested Spectra Energy options can be exercised through the 10th anniversary of the grant date.

 Involuntary termination, for cause

 The unvested portion of such an award terminates immediately.

 Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date.

 Involuntary termination, without cause or for good reason before 2-year anniversary of change in control (the 2-Year CIC Period)

 The unvested portion of such an award vests upon such termination from employment.

 Vested Spectra Energy options can be exercised through the 10th anniversary of the grant date.

 Involuntary termination, without cause after 2-Year CIC Period

 The award is pro-rated based on full and partial months of service during the vesting period.

 Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date.

 Employment termination as a result of death or disability

 The unvested portion of such an award vests.

 Vested Spectra Energy options can be exercised through the earlier of 36 months following such termination of employment or the 10th anniversary of the grant date.

 Other transfer or assignment of stock options

 The holder of an option may not transfer or assign it other than by will, or as allowed by the laws of descent and distribution.

 Report of the Human Resources and Compensation Committee
 The Human Resources and Compensation Committee has reviewed and discussed the preceding Compensation Discussion and Analysis with management. Based on the review and discussion, the Human Resources and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Circular. This report is provided by the following independent directors who comprised the Human Resources and Compensation Committee on December 31, 2024:
 Steven W. Williams (Chair)
 Mayank (Mike) M. Ashar

 Director compensation

 Philosophy and approach
 The Board is responsible for developing and implementing the Directors' Compensation Plan and has delegated the day-to-day responsibility for director compensation to the Governance Committee.
 Our Directors' Compensation Plan is designed with four key objectives in mind:

 While our executive compensation program is designed around pay for performance, director compensation is based on annual retainers. This is designed to meet our compensation objectives and to help ensure our directors are unbiased when making decisions and carrying out their duties while serving on our Board.
 The Governance Committee uses a peer group of companies to set the annual retainers for our Board and targets director compensation at or about the 50 th percentile. See "Benchmarking to peers" beginning on page 30 for more information about our peer group and how we benchmark executive compensation.

 About DSUs

 A deferred share unit ("DSU") is a notional share that has the same value as one Enbridge common share. Its value fluctuates with variations in the market price of Enbridge shares. DSUs do not have voting rights but they accrue dividends as additional DSUs, at the same rate as dividends paid on our common shares.

 The Governance Committee reviews the Directors' Compensation Plan every year, with assistance from management. Each year, as part of this review, the Governance Committee considers the time commitment

and experience required of our directors. The Governance Committee also reviews the Directors' Compensation Plan to make sure the overall program is still appropriate and reports its findings to the Board.
 Every second year a comprehensive review, including peer analysis and benchmarking to the peer group, is conducted by an external consultant. This comprehensive review was completed in 2025. Following this review, and in line with our director compensation philosophy of targeting director compensation at or about the 50th percentile in our peer group, the Board of Directors, on recommendation of the Governance Committee, approved changes to directors' compensation in 2025, effective January 1, 2025, including a US$15,000 increase in the annual Board retainer and a US$5,000 increase in the annual Sustainability Committee and Safety and Reliability Committee Chair retainers.
 All non-employee director compensation in 2024 was paid under the Directors' Compensation Plan. We do not compensate non-employee directors under our 2019 Long Term Incentive Plan for employees. All retainers are payable in U.S. dollars regardless of director residency.
 Director share ownership requirements
 We expect directors to own Enbridge shares so that they have an ongoing stake in the Company and are aligned with the interests of shareholders. Within five years of becoming a director, each director is required to hold at least US$945,000 in Enbridge shares and/or DSUs, being three times the annual Board retainer of US$315,000. See "Change in director equity ownership" on page 69 for more information.
 If a decrease in the market value of Enbridge shares results in a director no longer meeting the share ownership requirements, we expect the director to purchase additional Enbridge shares in order to satisfy the minimum threshold.
 DSUs are paid out when a director retires from the Board. They are settled in cash, based on the weighted average of the trading price of common shares on the TSX for the last five trading days before the date that is three trading days before the payment date, multiplied by the number of DSUs the director holds. Directors may not engage in equity monetization transactions or hedges involving securities of Enbridge (see "Insider trading and prohibition on hedging" on page 27).

 Director compensation components
 Our Directors' Compensation Plan has four components:

 •

 an annual retainer

 •

 an annual retainer if they serve as the Chair of the Board or chair of a Board committee

 •

 a fee for travelling to Board and Board committee meetings from the director's home state or province to a meeting in another state or province

 •

 reimbursement for reasonable travel and other out-of-pocket expenses relating to their duties as a director

 We do not have meeting attendance fees.
 Our Directors' Compensation Plan has been in effect since 2004 and was revised most recently in 2023. The table below shows the fee schedule for directors in 2024.
 Directors are paid quarterly. Mr. Ebel does not receive any director compensation because he is compensated in his role as our President & CEO. We have not granted stock options to directors since 2002. Directors can receive their retainer in a combination of cash, Enbridge shares and DSUs, but they must receive a minimum amount in DSUs. Travel fees are paid in cash.

 2024 directors' compensation plan retainers

 Compensation component

 Annual amount
(US$)

 Board retainer

 300,000

 Additional retainers

 Chair of the Board retainer

 265,000

 Board committee chair retainer

 • Audit, Finance and Risk

 25,000

 • Human Resources and Compensation

 20,000

 • Governance

 20,000

 • Sustainability

 15,000

 • Safety and Reliability

 15,000

 Travel fee (where applicable)

 1,500

 Before a director's minimum share ownership is met, at least 50% of their retainer will be paid in the form of DSUs, with the balance paid in cash, Enbridge shares or DSUs, in a percentage mix they choose. Once a director's minimum share ownership is met, they can choose to receive between 35 and 100% of their retainer in DSUs, with the balance paid in cash, Enbridge shares or DSUs, in a percentage mix they choose. Directors are allocated the DSUs and Enbridge shares based on the weighted average of the trading price of the Enbridge shares on the TSX for the five trading days immediately preceding the date that is two weeks prior to the date of payment. Directors who do not make a timely election as to the form in which they wish to receive their retainer will receive the applicable minimum amount in DSUs and the balance in cash.
 The table below shows the compensation components in which each director's annual retainer for the year ended December 31, 2024, was delivered.

 Director

 Cash
(%)

shares
(%)

 DSUs
(%)

 Pamela L. Carter

 Gregory L. Ebel 1

 -

 -

 Former Directors 2

 Dan C. Tutcher

 Mr. Ebel did not receive any compensation as a director of Enbridge because he is our President & CEO.

 Mr. Tutcher retired from the Board effective May 8, 2024.

 2024 director compensation table
 The table below provides information concerning the compensation of each non-employee director who served at any time in 2024.

 Share based awards 2

 All other
compensation

 Total

 Fees
earned 1
(cash)

Shares 3

 Other
fees 4

 Dividends
on DSUs 5

 Director

 ($)

 (#)

 ($)

 (#)

 ($)

 ($)

 (#)

 ($)

 ($)

 7,857

 410,948

 4,123

 11,584

 426,654

 287,663

 2,750

 143,832

 4,096

 4,054

 439,646

 Pamela L. Carter

 386,976

 2,218

 116,093

 5,179

 270,883

 8,219

 7,636

 789,806

 107,874

 6,187

 323,621

 4,096

 9,122

 444,714

 3,928

 8,219

 4,802

 423,968

 4,733

 262,310

 2,102

 3,763

 268,175

 222,597

 4,255

 222,597

 8,219

 6,275

 459,687

 3,928

 4,123

 5,792

 420,862

 175,338

 5,028

 263,006

 8,219

 7,414

 453,977

 3,927

 3,928

 6,117

 5,792

 422,857

 8,380

 438,344

 4,123

 10,243

 452,710

 Gregory L. Ebel 6

 Former Directors

 Dan C. Tutcher 6

 3,123

 148,637

 2,062

 1,981

 152,680

 The cash portion of the retainers paid to the directors. Directors are paid quarterly in US$. The values presented in this table are in C$ and reflect U.S./Canadian exchange rates from the Bank of Canada of 1.3474 as at March 7, 2024, 1.3746 as at June 13, 2024, 1.3563 as at September 19, 2024, and 1.4010 as at November 28, 2024.

 The portion of the retainer received as DSUs and Enbridge shares.

 The value of the Enbridge shares and DSUs paid quarterly is based on the weighted average of the trading price of Enbridge shares on the TSX for the five trading days prior to the date that is two weeks prior to the applicable payment date. The weighted average Enbridge share prices were $46.68, $49.61, $54.81 and $59.76 for the first, second, third and fourth quarters, respectively, of 2024.

 For all of our non-employee directors, includes a per meeting US$1,500 travel fee.

 Includes dividend equivalents granted in 2024 on DSUs granted in 2024 based on the 2024 quarterly dividend rate of $0.9150. Dividend equivalents vest at the time of grant.

 Mr. Ebel does not receive any compensation as a director of Enbridge because he is our President & CEO. For Mr. Ebel's compensation as President & CEO, see the summary compensation table on page 49.

 Change in director equity ownership
 The table below shows the change in each director's equity ownership from March 5, 2024, to March 4, 2025, the dates of the 2024 and 2025 management information circulars, respectively.

 Director

shares
(#)

 DSUs
(#)

 Total
shares +
DSUs
 (#)

 Market
(at risk) value
of equity
holdings
(C$) 1,2

 2025

 29,397

 93,397

 5,616,896

 2024

 19,844

 83,844

 3,964,983

 —

 9,553

 9,553

 1,651,913

 2025

 15,501

 39,746

 2,390,324

 2024

 11,822

 36,067

 1,705,608

 —

 3,679

 3,679

 684,716

 Pamela L. Carter

 2025

 55,876

 33,357

 89,233

 5,366,473

 2024

 53,658

 26,161

 79,819

 3,774,641

 2,218

 7,196

 9,414

 1,591,832

 2025

 3,502

 30,686

 34,188

 2,056,066

 2024

 3,502

 22,679

 26,181

 1,238,099

 —

 8,007

 8,007

 817,967

 Gregory L. Ebel 3

 2025

 672,484

 58,778

 731,262

 43,978,097

 2024

 671,844

 55,002

 726,846

 34,372,547

 3,776

 4,416

 9,605,549

 Jason B. Few 2

 2025

 —

 11,404

 11,404

 685,837

 2024

 —

 6,839

 6,839

 323,416

 —

 4,565

 4,565

 362,420

 Douglas L. Foshee 2

 2025

 5,000

 —

 5,000

 300,700

 2024

 —

 —

 —

 —

 5,000

 —

 5,000

 300,700

 Theresa B.Y. Jang 2

 2025

 4,872

 21,388

 1,286,274

 2024

 —

 781,042

 —

 4,872

 4,872

 505,233

 2025

 5,454

 29,277

 34,731

 2,088,722

 2024

 5,454

 23,244

 28,698

 1,357,128

 —

 6,033

 6,033

 731,594

 Manjit Minhas 2

 2025

 4,095

 4,431

 266,480

 2024

 —

 15,889

 —

 4,095

 4,095

 250,591

 2025

 1,736

 28,099

 29,835

 1,794,277

 2024

 1,736

 21,388

 23,124

 1,093,534

 —

 6,711

 6,711

 700,743

 2025

 35,903

 13,469

 49,372

 2,969,232

 2024

 31,976

 8,771

 40,747

 1,926,926

 3,927

 4,698

 8,625

 1,042,306

 2025

 32,282

 24,026

 56,308

 3,386,363

 2024

 13,682

 14,307

 27,989

 1,323,600

 18,600

 9,719

 28,319

 2,062,763

 Total

 2025

 917,334

 282,961

 1,200,295

 72,185,741

 2024

 886,949

 210,057

 1,097,006

 51,877,414

 30,385

 72,904

 103,289

 20,308,328

 Based on the total market value of the Enbridge shares and/or DSUs owned by the director, based on the closing prices of $47.29 on the TSX on March 5, 2024, and $60.14 on March 4, 2025. These amounts have been rounded to the nearest dollar in Canadian dollars.

 Directors must hold at least three times their annual US$315,000 Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.4382, the published WM/Reuters 4 pm London exchange rate for December 31, 2024. All current directors meet or exceed this requirement except Mr. Few, Ms. Minhas, Ms. Jang and Mr. Foshee, who have until May 4, 2027, November 28, 2028, May 8, 2029, and January 1, 2030, respectively, to meet this requirement.

 Mr. Ebel did not receive any compensation as a director of Enbridge; he is compensated for his role as President & CEO. Prior to becoming President & CEO, Mr. Ebel received DSUs as compensation for being a director and continues to receive dividends on those DSUs.

 Non-GAAP reconciliation
 This Amendment No. 1 contains references to non-GAAP and other financial measures, including EBITDA, adjusted EBITDA, DCF and DCF per common share. Management believes the presentation of these metrics gives useful information to investors and shareholders as they provide increased transparency and insight into the performance of the Company.
 Our non-GAAP measures described above are not measures that have standardized meaning prescribed by generally accepted accounting principles in the United States of America (U.S. GAAP) and are not U.S. GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other issuers. A reconciliation of historical non-GAAP and other financial measures to the most directly comparable GAAP measures is available on the Company's website. Additional information on non-GAAP and other financial measures may be found in the Company's earnings news releases or in additional information on the Company's website (enbridge.com), sedarplus.ca or sec.gov.
 EBITDA and adjusted EBITDA
 EBITDA represents earnings before interest, tax, depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted for unusual, infrequent or other non-operating factors on both a consolidated and segmented basis. Management uses EBITDA and adjusted EBITDA to set targets and to assess the performance of the Company and its business units.
 This Amendment No. 1 also contains references to debt-to-EBITDA, a non-GAAP ratio which utilizes adjusted EBITDA as one of its components. Debt-to-EBITDA is used as a liquidity measure to indicate the amount of adjusted earnings to pay debt, as calculated on the basis of U.S. GAAP, before covering interest, tax, depreciation and amortization.
 Distributable cash flow (DCF)
 DCF and DCF per common share are measures used for purposes of Enbridge's executive compensation programs. The following table presents the reconciliation of cash provided by operating activities to DCF. DCF is defined as cash flow provided by operating activities before changes in operating assets and liabilities (including changes in environmental liabilities) less distributions to noncontrolling interests and redeemable noncontrolling interests, preference share dividends and maintenance capital expenditures, and further adjusted for unusual, infrequent or other non-operating factors. Management also uses DCF to assess the performance of the Company and to set its dividend payout target. DCF for the year ended December 31, 2024, has been converted to DCF per share by taking DCF of $11,991 million and dividing by 2,155 million, the weighted average number of Enbridge shares outstanding as of December 31, 2024. For purposes of the 2024 STIP award determinations as described on page 37, DCF was converted to DCF per share by taking DCF of $12,477 million and dividing by 2,155 million, the weighted average number of Enbridge shares outstanding as of December 31, 2024. For purposes of 2022 PSU payout determinations as described on page 41, DCF was converted to DCF per share by taking DCF of $12,144 million and dividing by 2,155 million, the weighted average number of Enbridge shares outstanding as of December 31, 2024.

 Years ended
December 31

 (unaudited, millions of Canadian dollars)

 2024

 2023

 Cash provided by operating activities

 12,600

 14,201

 Adjusted for changes in operating assets and liabilities 1

 (2,311

)

 12,733

 11,890

 Distributions to noncontrolling interests 2

 (333

)

 (363

)

 Preference share dividends 2

 (388

)

 (352

)

 Maintenance capital

 (1,118

)

 (918

)

 Significant adjustment items:

 Other receipts of cash not recognized in revenue

 Years ended
December 31

 (unaudited, millions of Canadian dollars)

 2024

 2023

 Employee severance costs, net of tax

 -

 Distributions from equity investments in excess of cumulative earnings 2

 Competitive Toll Settlement realized hedge loss, net of tax

 -

 Litigation settlement gain

 -

 (68

)

 Other items

 (250

)

 DCF

 11,991

 11,267

 Adjusting items in respect of:

 For STIP calculation purposes, normalizations including (but not limited to) the net accretive impact of financing and strategic actions not contemplated at the time of target setting expressed in DCF

 Total DCF adjusted for 2024 STIP award determinations

 12,477

 11,472

 DCF

 11,991

 11,267

 Adjusting items in respect of:

 For 2022 PSU calculation purposes, normalizations including (but not limited to) the net accretive impact of financing and strategic actions not contemplated at the time of the grant expressed in DCF

 Total DCF adjusted for 2022 PSU payout determinations

 12,477

 11,514

 Changes in operating assets and liabilities, net of recoveries.

 Presented net of adjusting items.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Equity Compensation Plan Information
 See Item 11 – "Shares reserved for equity compensation as of December 31, 2024" for information regarding our equity plan compensation on page 56.
 Security ownership of certain beneficial owners and management
 Beneficial ownership table
 The table below sets forth the number and percentage of outstanding Enbridge shares beneficially owned by each of our directors, director nominees, NEOs and all directors and executive officers as a group, as of the date of this Amendment No. 1. The number of Enbridge shares beneficially owned by each person is determined under applicable SEC rules. Under these rules, a person is deemed to have "beneficial ownership" of any shares over which that person, directly or indirectly, has or shares voting or investment power, plus any shares that the person has the right to acquire within 60 days, including through the exercise of stock options. Unless otherwise indicated, for each person named in the table, the number in the "Number of Enbridge shares acquirable within 60 days" column includes shares covered by stock options that may be exercised and that vest within 60 days after March 4, 2025, as well as shares acquired on settlement of RSUs within 60 days after March 4, 2025. Unless otherwise indicated in the table, the address of each of the individuals below is c/o Enbridge Inc., 200, 425 – 1st Street SW, Calgary, Alberta, T2P 3L8.

 Name of beneficial owner

 Number of
held

 Number of
acquirable within
60 days

 Total
Enbridge Shares
Beneficially Owned

 Percent of
common shares
outstanding

 All current executive officers and directors as a group

 1,443,685

 2,988,715

 4,432,400

 *

 -

 *

 -

 *

 Pamela L. Carter 1

 55,876

 -

 55,876

 *

 3,502

 -

 3,502

 *

 672,484

 727,797

 1,400,281

 *

 -

 -

 -

 *

 Douglas L. Foshee

 5,000

 -

 5,000

 *

 -

 *

 5,454

 -

 5,454

 *

 -

 *

 1,736

 -

 1,736

 *

 S. Jane Rowe 1

 35,903

 -

 35,903

 *

 32,282

 -

 32,282

 *

 131,885

 631,914

 763,799

 *

 288,523

 715,163

 1,003,686

 *

 31,774

 31,902

 *

 15,680

 252,772

 268,452

 *

 Ms. Carter, Ms. Rowe and Mr. Foshee will be paid a portion of their directors' compensation in Enbridge shares on March 28, 2025. Under our Directors' Compensation Plan, the number of Enbridge shares will be calculated by dividing the applicable amount of compensation in Canadian dollars payable in Enbridge shares on the payment date by the weighted average the closing price per Enbridge share on the TSX for the five trading days prior to the date that is two weeks prior to the payment date.

 *

 Represents less than 1% of the outstanding Enbridge shares.

 Principal shareholders
 The table below outlines information about the number of Enbridge shares held by persons known by the Company to be the beneficial owners of more than 5% of issued and outstanding shares as of the date of this Amendment No. 1. This information is based on the most recently available reports filed with the SEC.

 Name and address
 of beneficial owner

 Aggregate
number of
beneficially
owned

 Percent of
shares
outstanding

 BlackRock, Inc.
 50 Hudson Yards
 New York, NY 10001 1

 115,744,992

 5.3%

 The information for this beneficial owner is based on Schedule 13G filing on November 8, 2024, which can be retrieved at sec.gov.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Handling conflicts of interest and related person transactions
 If a director or officer has a material interest in a transaction or agreement involving Enbridge, or otherwise identifies a potential personal conflict, they must declare the conflict or potential conflict. A director who has a material interest, conflict or potential conflict must abstain from voting on the matter at any Board meeting where it is being discussed or considered. This approach is consistent with the requirements of the CBCA.
 In making director independence determinations, the Board reviews related person transactions, assisted by the completion of annual questionnaires by directors and officers of the Company. For purposes of the foregoing, a "related person transaction" is a transaction in which the Company was or is to be a participant and the amount involved exceeds US$120,000, and in which any related person had or will have a direct or indirect material interest, and a "related person" means (i) a director, nominee director or executive officer of the Company; (ii) an immediate family member of a director, nominee director or executive officer, or (iii) a beneficial holder of greater than five per cent of the Company's shares or an immediate family member of such holder. In 2024, there were no related person transactions that required approval or disclosure.
 Further, as noted in the section above, the SOBC requires that all officers and directors avoid conflicts of interest and disclose any actual or potential conflicts of interest. Any actual or potential conflicts of interest disclosed are reviewed by the Company's Ethics and Compliance Department for appropriate follow-up and reporting. Any waiver from any part of the SOBC requires the approval of the CEO. For executive officers, senior financial officers and members of the Board, a waiver requires the express approval of the Board. In 2024, neither the CEO nor the Board provided approval of any waivers respecting the SOBC.

 Independence
 The majority of our directors must be independent, as defined by Canadian securities regulators in NI 52-110, NYSE rules and the rules and regulations of the SEC. Our Governance Guidelines, available on our website (enbridge.com), provide that the Board shall consist of a substantial majority of independent directors. The Board uses a detailed annual questionnaire to assist in determining if each director is independent and makes this determination annually or more frequently, as required.
 The Board has determined that 11 of our 12 director nominees, including the Chair of the Board, are independent. Mr. Ebel is not independent because he is our President & CEO. Mr. Tutcher, who retired from the Board on May 8, 2024, and Ms. Carter, who is retiring and not standing for re-election as a director at the Meeting, were also independent. Each of the Board's five standing committees is comprised entirely of independent directors.
 The Governance Committee is responsible for ensuring the Board functions independently of management.
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 External auditor services—fees
 The following table sets forth all services rendered by the Company's auditors, PwC, by category, together with the corresponding fees billed by the auditors for each category of service for the fiscal years ended December 31, 2024 and 2023.

 2024
 (C$)

 2023
 (C$)

 Description of fee category

 Audit fees

 16,914,000

 15,860,000

 Represents the aggregate fees for audit services.

 Audit-related fees

 1,445,000

 1,283,000

 Represents the aggregate fees for assurance and related services by the Company's auditors that are reasonably related to the performance of the audit or review of the Company's financial statements and are not included under "Audit fees".

 Tax fees

 1,710,000

 1,850,000

 Represents the aggregate fees for professional services rendered by the Company's auditors for tax compliance, tax advice and tax planning.

 All other fees

 532,000

 315,000

 Represents the aggregate fees for products and services provided by the Company's auditors other than those services reported under "Audit fees", "Audit-related fees" and "Tax fees".

 Total fees

 20,601,000

 19,308,000

 Pre-approval policies and procedures

 The Audit, Finance and Risk Committee ("AFRC") has adopted a policy that requires pre-approval by the AFRC of any services to be provided by the Company's external auditors, whether those services are audit or non-audit related. The policy prohibits the Company from engaging the auditors to provide the following non-audit services:

 •

 bookkeeping or other services related to accounting records and financial statements

 •

 financial information systems design and implementation

 •

 appraisal or valuation services, fairness opinions or contribution in kind reports

 •

 actuarial services

 •

 internal audit outsourcing services

 •

 management functions or human resources

 •

 broker or dealer, investment adviser or investment banking services

 •

 legal services

 •

 expert services unrelated to the audit

 The AFRC has also adopted a policy which prohibits the Company from hiring (as a full time employee, contractor or otherwise) into a financial reporting oversight role any current or former employee or partner of its external auditor who provided audit, review or attestation services in respect of the Company's financial statements (including financial statements of its reporting issuer subsidiaries and significant investees) during the 12 month period preceding the date of the initiation of the current annual audit.
 The policy further prohibits the hiring of a former partner of the Company's external auditor who receives pension benefits from the firm, unless such pension benefits are of a fixed amount, not dependent upon firm earnings and fully funded. In all cases, the hiring of any partner or employee or former partner or employee of the independent auditor is subject to joint approval by the lead engagement partner and the Company's Senior Vice President and Chief Accounting Officer.
 You can find further information about the roles and responsibilities of the AFRC beginning on page 20 of this Amendment No. 1.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Part IV (Item 15) of the Original Filing is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment No. 1.
 (b) Exhibits:
 Reference is made to the "Index of Exhibits" following Item 16. Form 10-K Summary, which is hereby incorporated into this Item.
 ITEM 16. FORM 10-K SUMMARY
 Not applicable.

 INDEX OF EXHIBITS
 Each exhibit identified below is included as a part of this Amendment No. 1. Exhibits included in this filing are designated by an asterisk ("*").

 Exhibit No.

 Name of Exhibit

 31.1*

 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 ENBRIDGE INC.

 (Registrant)

 Date: March 11, 2025

 By:

 /s/ Patrick R. Murray

 Executive Vice President & Chief Financial Officer

 Enbridge Inc.