Enbridge Provides Notice of Series B and C Preferred Shares Conversion Right and Announces Reset Dividend Rates

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May 02, 2022, 17:30 ET

CALGARY, AB, May 2, 2022 /PRNewswire/ -Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge or the Company) announced today that it does not intend to exercise its right to redeem its currently outstanding Cumulative Redeemable Preference Shares, Series B (Series B Shares) (TSX: ENB.PR.B) or its right to redeem its currently outstanding Cumulative Redeemable Preference Shares, Series C (Series C Shares) (TSX: ENB.PR.C) on June 1, 2022. As a result, subject to certain conditions, the holders of the Series B Shares have the right to convert all or part of their Series B Shares on a one-for-one basis into Series C Shares on June 1, 2022 and the holders of the Series C Shares have the right to convert all or part of their Series C Shares on a one-for-one bases into Series B Shares on June 1, 2022. Holders who do not exercise their right to convert their Series B Shares into Series C Shares will retain their Series B Shares and holders who do not exercise their right to convert their Series C Shares into Series B Shares will retain their Series C Shares.

The foregoing conversion rights are subject to the conditions that: (i) if Enbridge, after taking into account all Series B Shares and all Series C Shares tendered for conversion, determines that there would be less than 1,000,000 Series B Shares outstanding after June 1, 2022, then all remaining Series B Shares will automatically be converted into Series C Shares on a one-for-one basis on June 1, 2022 and no Series C Shares will be converted into Series B Shares; and (ii) alternatively, if Enbridge, after taking into account all Series B Shares and all Series C Shares tendered for conversion, determines that there would be less than 1,000,000 Series C Shares outstanding after June 1, 2022, then all remaining Series C Shares will automatically be converted into Series B Shares on a one-for-one basis on June 1, 2022 and no Series B Shares will be converted into Series C Shares. There are currently 18,269,812 Series B Shares outstanding and 1,730,188 Series C Shares outstanding.

With respect to any Series B Shares that remain outstanding after June 1, 2022, including any Series B Shares issued pursuant to the conversion of the Class C Shares, holders thereof will be entitled to receive quarterly fixed cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The new annual dividend rate applicable to the Series B Shares for the five-year period commencing on June 1, 2022 to, but excluding, June 1, 2027 will be 5.202 percent, being equal to the five-year Government of Canada bond yield of 2.802 percent determined as of today plus 2.40 percent in accordance with the terms of the Series B Shares.

With respect to any Class C Shares that remain outstanding after June 1, 2022, including any Series C Shares issued pursuant to the conversion of the Class B Shares, holders thereof will be entitled to receive quarterly floating rate cumulative preferential cash dividends, as and when declared by the Board of Directors of Enbridge. The dividend rate applicable to the Series C Shares for the three-month floating rate period commencing on June 1, 2022 to, but excluding, September 1, 2022 will be 0.95277 percent, based on the annual rate on three month Government of Canada treasury bills for the most recent treasury bills auction of 1.38 percent plus 2.40 percent in accordance with the terms of the Series C Shares (the Floating Quarterly Dividend Rate). The Floating Quarterly Dividend Rate will be reset every quarter.

Beneficial holders of Series B Shares and Series C Shares who wish to exercise their respective rights of conversion during the conversion periods applicable to the Series B Shares and the Series C Shares, each of which runs from May 2, 2022, until 5:00 p.m. (EST) on May 17, 2022, should communicate as soon as possible with their broker or other intermediary for more information. It is recommended that this be done well in advance of the deadline in order to provide the broker or other intermediary time to complete the necessary steps. Any notices received after this deadline will not be valid.

Forward-Looking Statements

Forward-looking information, or forward-looking statements, have been included in this news release to provide information about Enbridge, including statements with respect to the conversion of all or part of the Series B Shares into Series C Shares or the conversion of all or part of the Series C Shares into Series B Shares on June 1, 2022, the annual dividend rate that will apply to any outstanding Series B Shares on June 1, 2022, the quarterly dividend rate that will apply to any outstanding Series C Shares on June 1, 2022, and the declaration of dividends by the Board of Directors of Enbridge. This information may not be appropriate for other purposes. Although Enbridge believes these forward-looking statements are reasonable based on the information available on the date such statements are made and on processes used to prepare the information, such statements are not guarantees of future events and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual events to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about whether holders of Series B Shares will exercise their right to convert their Series B Shares into Series C Shares and whether the holders of the Series C Shares will exercise their right to convert their Series C Shares into Series B Shares.

Enbridge's forward-looking statements are subject to risks and uncertainties, including, but not limited to those risks and uncertainties discussed in this news release and in the Company's other filings with Canadian and United States securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Enbridge's future course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge or persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements.

About Enbridge Inc.

Enbridge Inc. is a leading North American energy infrastructure company. We safely and reliably deliver the energy people need and want to fuel quality of life. Our core businesses include Liquids Pipelines, which transports approximately 30 percent of the crude oil produced in North America; Gas Transmission and Midstream, which transports approximately 20 percent of the natural gas consumed in the U.S.; Gas Distribution and Storage, which serves approximately 3.9 million retail customers in Ontario and Quebec; and Renewable Power Generation, which owns approximately 1,766 MW (net) in renewable power generation capacity in North America and Europe. The Company's common shares trade on the Toronto and New York stock exchanges under the symbol ENB. For more information, visit www.enbridge.com.

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SOURCE Enbridge Inc.