Enbridge Inc. and Enbridge Pipelines Inc. Announce Debt Exchange Proposal

CALGARY, AB, May 25, 2026 /CNW/ - Enbridge Inc. (TSX:ENB) (NYSE:ENB) (Enbridge) and its wholly owned subsidiary Enbridge Pipelines Inc. (EPI) today announced that they are seeking the approval of the holders (EPI Noteholders) of all outstanding series of EPI's medium term note debentures listed below (EPI Notes) to exchange all outstanding EPI Notes for an equal principal amount of newly issued medium term notes of Enbridge (Enbridge Notes), having financial terms that are the same as the financial terms of the EPI Notes (the Note Exchange Transaction). The Enbridge Notes will be governed by Enbridge's existing medium term note trust indenture dated as of October 20, 1997, as amended and supplemented, which governs Enbridge's other senior Canadian dollar unsecured debt securities.

The Note Exchange Transaction is being proposed to give EPI flexibility to operate its business , while also delivering a range of operational, structural and capital markets benefits to EPI, Enbridge and the EPI Noteholders. Please see EPI's management information circular and consent solicitation statement dated May 25, 2026 (the Circular) for additional information regarding the Note Exchange Transaction, including the rationale for the Note Exchange Transaction.

EPI is soliciting consents and proxies from EPI Noteholders, as a single class, to pass an extraordinary resolution to approve the Note Exchange Transaction (the Note Exchange Resolution).

The deadline for the submission of written consents is 5:00 p.m. (Toronto time) on June 10, 2026, unless extended by EPI in its sole discretion (the Consent Deadline).

The deadline for deposit of proxies for the Meeting (as defined below), if held, is 12:00 p.m. (Toronto time) on June 23, 2026, unless the Meeting is adjourned or postponed (the Proxy Deadline).

If EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes deliver valid written consents in favor of the Note Exchange Resolution by the Consent Deadline, the Note Exchange Resolution will be passed by written consent and the meeting of EPI Noteholders scheduled for 10:00 a.m. (Calgary time) / 12:00 p.m. (Toronto time) on June 25, 2026, to be held in Calgary, Alberta, to approve the Note Exchange Resolution (the Meeting) will be cancelled.

The following EPI Notes will be eligible to participate in the Note Exchange Transaction:

The record date for determining the EPI Noteholders entitled to vote on the Note Exchange Transaction has been set as the close of business (Toronto time) on May 20, 2026.

If the Note Exchange Resolution is approved via written consent or at the Meeting, EPI Noteholders that have validly provided their written consent and proxy by the applicable deadline will receive the applicable amendment review fees (Amendment Review Fees) as noted in the table above and described in the Circular. No amendment review fee will be payable to EPI Noteholders unless the Note Exchange Resolution is approved.

EPI reserves the right to extend or modify the Consent Deadline at any time in its sole discretion. In the event that the Consent Deadline is extended and the required 75% approval threshold for the Note Exchange Resolution is achieved prior to the Proxy Deadline, EPI will cancel the Meeting. In such circumstances, EPI Noteholders may have minimal notice that the Meeting has been cancelled. Accordingly, EPI Noteholders should submit elections with respect to the Note Exchange Resolution as soon as possible, and prior to the Consent Deadline of 5:00 p.m. (Toronto time) on June 10, 2026, to be assured of their entitlement to Amendment Review Fees.

BMO Nesbitt Burns Inc. (BMO Capital Markets) is the Solicitation Agent for the Note Exchange Transaction, Computershare Investor Services Inc. is retained as the Tabulation Agent and Sodali & Co. is retained as the Information Agent.

Copies of the Circular and any other proxy and consent solicitation materials may be obtained free of charge upon request made to the Information Agent by calling toll free in North America at 1-833-830-9927 (1-289-695-3075 by collect call) or by email at assistance@investor.sodali.com. They may also be accessed electronically on EPI's profile on SEDAR+ at www.sedarplus.com and by written request to 200, 425 – 1st Street S.W., Calgary, Alberta, T2P 3L8, Attn: Investor Relations, or by sending an email to corporatesecretary@enbridge.com.

Questions concerning the Meeting and the Note Exchange Transaction should be directed to BMO Capital Markets by telephone at 1-416-359-6359 or toll-free at 1-833-418-0762 or by email at liabilitymanagement@bmo.com.

NOTICE TO EPI NOTEHOLDERS IN THE UNITED STATES

The Enbridge Notes to be issued in connection with the Note Exchange Transaction have not been registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) and are being issued pursuant to an exemption from the registration requirements of the U.S. Securities Act provided by Rule 802 thereunder.

The Note Exchange Transaction described in this press release is made for the securities of a Canadian corporation. The Note Exchange Transaction is subject to the disclosure requirements of Canada, and EPI Noteholders in the United States (U.S. EPI Noteholders) should be aware that the foregoing disclosure requirements are different from those of the United States.

It may be difficult for U.S. EPI Noteholders to enforce their rights and any claims U.S. EPI Noteholders may have arising under U.S. federal securities laws, since EPI and Enbridge are located in Canada, and many of their officers and directors are residents of Canada. U.S. EPI Noteholders may not be able to sue a Canadian corporation or its officers or directors in a Canadian court for violations of U.S. securities laws. It may be difficult to compel a Canadian corporation and its affiliates to subject themselves to a U.S. court's judgment.

U.S. EPI Noteholders should be aware that, prior to the consummation of the Note Exchange Transaction, EPI, Enbridge or their respective affiliates, directly or indirectly, may bid for or make purchases of EPI Notes or certain related securities, as permitted by applicable laws and regulations of the United States or Canada or its provinces or territories.

FORWARD-LOOKING STATEMENTS

Forward-looking information, or forward-looking statements, has been included in this news release to provide information about Enbridge and EPI, including statements with respect to: the date and timing of the Meeting, the approval by EPI Noteholders of the Note Exchange Resolution, the completion of the Note Exchange Transaction, the terms of the Enbridge Notes to be issued to EPI Noteholders in exchange for their EPI Notes, the amendment review fees to be paid to EPI Noteholders if the Note Exchange Resolution is approved and the Note Exchange Transaction is completed, and the pursuit or implementation of any transactions or other activities by EPI. This information may not be appropriate for other purposes. Although Enbridge and EPI believe that these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance 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 result, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the approval of the Note Exchange Resolution, the completion of the Note Exchange Transaction and the business and financial strength of Enbridge and EPI.

The forward-looking statements contained herein are subject to risks and uncertainties pertaining to the approval of the Note Exchange Resolution and the completion of the Note Exchange Transaction. 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 and EPI'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 and EPI assume 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, EPI or persons acting on their behalf, are expressly qualified in their entirety by these cautionary statements.

About Enbridge Inc.

At Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American natural gas, oil and renewable power networks and our growing European offshore wind portfolio. We're investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on more than a century of operating conventional energy infrastructure and two decades of experience in renewable power. We're advancing new technologies including hydrogen, renewable natural gas, and carbon capture and storage. Headquartered in Calgary, Alberta, Enbridge's common shares trade under the symbol ENB on the Toronto (TSX) and New York (NYSE) stock exchanges. To learn more, visit us at enbridge.com.

None of the information contained in, or connected to, Enbridge's website is incorporated in or otherwise forms part of this news release.

About Enbridge Pipelines Inc.

EPI is primarily a transporter of western Canadian and United States crude oil, refined petroleum products and natural gas liquids. Its Canadian Mainline System transports crude oil from western Canada to the Midwest region of the United States and eastern Canada and serves all of the major refining centers in Ontario. EPI also operates the Southern Lights Canada Pipeline, which transports diluent from the Canada/United States border to western Canada, and holds investments in renewable and alternative power generation assets.

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SOURCE Enbridge Inc.

View original content: http://www.newswire.ca/en/releases/archive/May2026/25/c6125.html