SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of April 2024

TC Energy Corporation

(Commission File No. 1-31690)

TransCanada PipeLines Limited

(Commission File No. 1-8887)

(Translation of Registrants’ Names into English)

450 - 1 Street S.W., Calgary, Alberta, T2P 5H1, Canada

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐   Form 40-F ☑

Exhibit 99.1 to this report, filed on Form 6-K, shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended: Form S-8 (File Nos. 333-5916, 333-8470, 333-9130, 333-151736, 333-184074, 333-227114 and 333-237979), Form F-3 (File Nos. 33-13564 and 333-6132) and Form F-10 (File Nos. 333-208585, 333-250988, 333-252123, 333-267323 and 333-276558).

Explanatory Note

TransCanada PipeLines Limited (“TransCanada PipeLines”) is a wholly owned subsidiary of TC Energy Corporation (“TC Energy”). TransCanada PipeLines is relying on the continuous disclosure documents filed by TC Energy pursuant to an exemption from the requirements of National Instrument 51-102 - Continuous Disclosure Obligations and as provided in the decision of the Alberta Securities Commission and Ontario Securities Commission in Re TransCanada Corporation, 2019 ABASC 1, issued on January 3, 2019. Consistent with the exemptive relief, information contained in this Form 6-K is that provided by TC Energy.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 16, 2024

Exhibit 99.1

Table of Contents

Schedules

Letter to Shareholders

April 10, 2024

Dear Shareholder:

On behalf of the Board of Directors of TC Energy Corporation, we are pleased to invite you to our Annual and Special Meeting of common shareholders on June 4, 2024, at 8 a.m. (MDT). The meeting will be held virtually, using a live audio webcast available at https://web.lumiagm.com/423961867, password “tc2024” (case sensitive). At the meeting, you will be asked to consider matters related to our usual annual business, as well as the important proposal to spin off our Liquids Pipelines business.

The virtual-only meeting format provides all shareholders an equal opportunity to participate at the meeting regardless of their geographic location or any particular constraints or circumstances they may face relating to attendance at an in-person event. It also is a more cost-efficient and environmentally friendly way to engage with shareholders. At this virtual meeting, shareholders who attend online will have the opportunity to participate, ask questions and vote in real-time, provided they comply with the applicable procedures set out in the accompanying management information circular.

Creation of South Bow

As announced on July 27, 2023, the Board of Directors approved the proposed plan to separate TC Energy into two independent, investment-grade, publicly listed companies:

TC Energy’s Board of Directors and management team are confident the proposed separation will enhance long-term value for TC Energy shareholders by creating two highly focused, premium energy infrastructure companies. Each company will be structured to reflect distinct value propositions and the ability to pursue and achieve greater success than a combined entity by executing tailored strategies targeted to distinct customer sets.

As the world renews its focus on energy security, TC Energy’s Liquids Pipelines business has experienced increased customer demand – presenting immediate opportunities that require more financial flexibility to maintain its notable competitive advantage. Spinning off the Liquids Pipelines business will allow the new entity to better focus and fully capture the incremental value that exists within the company’s unique opportunity set.

South Bow will be a low-risk, liquids transportation and storage business focused on enhancing the value of its unrivalled asset base. As a standalone entity with a distinct capital allocation strategy, South Bow will have greater flexibility to invest in strategic opportunities to expand, extend and unlock the full potential of its competitive corridor connecting WCSB crude oil to the U.S. Midwest and Gulf Coast. South Bow is expected to obtain an investment-grade rating. As a result, it will have the agility needed to quickly respond to market shifts, while delivering value back to shareholders in the form of a compelling dividend and enhanced capital allocation optionality.

TC Energy will maintain its regulated, low-risk and utility-like portfolio of natural gas infrastructure and power businesses with a balance of income and growth that continues to deliver strong shareholder returns. Focused on long-term energy fundamentals and capital discipline, TC Energy’s established and highly differentiated natural gas infrastructure and energy solutions portfolio is expected to offer competitive services that meet growing energy demand; generate sustainable cash flow; and provide runway to capitalize on large-scale opportunities as they arise. Guided by its conservative risk preferences, TC Energy will continue to make strategic investments to enhance its industry-leading position while enabling it to effectively navigate a shifting energy landscape.

Throughout its more than 70 years of success, TC Energy has established a strong track record of delivering results by maximizing the value of its assets. This continues today. The separation is expected to enhance the strategic and financial focus of each company and improve TC Energy’s and South Bow’s abilities to pursue independent and disciplined growth opportunities to better serve key demand markets. As two distinct infrastructure companies, the long-term shareholder value we expect to generate exceeds what is replicable as a single entity.

Board Updates

Delivering on his commitment to align with TC Energy’s revised governance guidelines regarding board commitments as outlined in the 2023 management information circular, Mr. Vanaselja stepped down as Board chair of TC Energy effective December 31, 2023 and Mr. John E. Lowe was appointed as his successor effective January 1, 2024. Mr. Vanaselja continues to serve as a valued member of the Board.

Your vote is important to us. For the proposed separation to become effective, it must be approved by our shareholders. The attached management information circular includes important information about the meeting and how to vote. Please take some time to read the document and remember to vote. You can find more information about TC Energy in our 2023 Annual Report and on our website.

If you have questions about any of the information contained within the attached management information circular please contact our Investor Relations team by telephone at 403-920-7911 or 1-800-361-6522 or by email at investor_relations@tcenergy.com. For assistance in completing your proxy form or voting instruction form, please contact our shareholder advisor and proxy solicitation agent, Morrow Sodali, by telephone at 1-888-999-2944 or by email at assistance@morrowsodali.com.

Thank you for your continued confidence in TC Energy. We appreciate your support and look forward to your participation in the meeting on June 4, 2024.

Sincerely,

John E. Lowe Chair of the Board of Directors		Francois L. Poirier President and Chief Executive Officer

Notice of Application

Action No. 2401-04743

IN THE COURT OF KING’S BENCH OF ALBERTA

JUDICIAL DISTRICT OF CALGARY

IN THE MATTER OF SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44,

AS AMENDED

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING

TC ENERGY CORPORATION, THE HOLDERS OF COMMON SHARES OF TC ENERGY CORPORATION AND SOUTH BOW CORPORATION

NOTICE OF APPLICATION

NOTICE IS HEREBY GIVEN that an originating application (the Application) has been filed with the Court of King’s Bench of Alberta, Judicial District of Calgary (the Court) on behalf of TC Energy Corporation (TC Energy) with respect to a proposed arrangement (the Arrangement) brought pursuant to Section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA), involving, among others, TC Energy, the holders of common shares of TC Energy (TC Energy Shareholders) and South Bow Corporation (South Bow). The Arrangement is described in greater detail in the management information circular of TC Energy dated April 10, 2024, accompanying this Notice of Application.

At the hearing of the Application, TC Energy intends to seek:

AND NOTICE IS FURTHER GIVEN that the order approving the Arrangement, if granted, will constitute the basis for an exemption from the registration requirements of the United States Securities Act of 1933, as amended, with respect to the distribution of the securities of TC Energy and South Bow to be issued pursuant to the Arrangement.

AND NOTICE IS FURTHER GIVEN that the said Application was directed to be heard before a Justice of the Court of King’s Bench of Alberta, 601 – 5^th Street S.W., Calgary, Alberta, Canada on the 4^th day of June, 2024 at 3:30 p.m. (MDT), or as soon thereafter as counsel may be heard. Any TC Energy Shareholder or any other interested party desiring to support or oppose the Application, may appear at the time of hearing in person or by counsel for that purpose. Any TC Energy Shareholder or other interested party desiring to appear at the hearing is required to file with the Court, and serve upon TC Energy on or before 5:00 p.m. (MDT) on May 15, 2024, a notice of intention to appear, including an address for service in the Province of Alberta, together with any evidence or materials which are to be presented to the Court. Service on TC Energy is to be effected by delivery to the solicitors for TC Energy at the address below. If any TC Energy Shareholder or other interested party does not attend, either in person or by counsel, at that time, the Court may approve the Arrangement as presented, or may approve it subject to such terms and conditions as the Court shall deem fit, without any further notice.

AND NOTICE IS FURTHER GIVEN that no further notice of the Application will be given by TC Energy and that in the event the hearing of the Application is adjourned, only those persons who have appeared before the Court for the Application at the hearing shall be served with notice of the adjourned date.

AND NOTICE IS FURTHER GIVEN that the Court, by an Interim Order dated April 9, 2024 (the Interim Order), has given directions as to the calling and holding of the meeting of TC Energy Shareholders for the purpose of such holders voting upon the special resolution to approve the Arrangement.

AND NOTICE IS FURTHER GIVEN that a copy of the said Application and other documents in the proceedings will be furnished to any TC Energy Shareholder or other interested party requesting the same by the undermentioned solicitors for TC Energy upon written request delivered to such solicitors as follows:

Blake, Cassels & Graydon LLP

3500 Bankers Hall East

855 – 2^nd Street S.W.

Calgary, Alberta, Canada T2P 4J8

Attention: David Tupper and Brendan MacArthur-Stevens

DATED at the City of Calgary, in the Province of Alberta, this 10^th day of April, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF

TC ENERGY CORPORATION

“Christine R. Johnston”         

Christine R. Johnston

Vice-President, Law and Corporate Secretary

TC Energy Corporation

Management Information Circular

The Board of Directors of TC Energy (Board) has approved the contents of this Circular and has authorized us to send it to you. We have also sent a copy to each member of our Board and to our auditors, and will file copies with the appropriate government regulatory agencies.

If you have any questions or require more information with regard to the procedures for voting your shares, please contact our shareholder advisor and proxy solicitation agent: Morrow Sodali, by telephone at 1-888-999-2944 or by email at assistance@morrowsodali.com.

If you have questions about deciding how to vote, you should contact your own legal, tax, financial or other professional advisor.

Unless stated otherwise, information in this document is as of April 10, 2024, and all dollar amounts are in Canadian dollars.

The use of the phrase “tax-free” in this Circular is a reference to the tax-deferred nature of the Arrangement. Specifically, the receipt of South Bow Common Shares pursuant to the Arrangement is generally intended not to result in taxable income or gain to Holders (as defined herein) for Canadian federal income tax purposes or U.S. federal income tax purposes. As described under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations and Material Income Tax Considerations – Certain United States Federal Income Tax Considerations, a Holder may trigger certain tax consequences upon the receipt of cash in lieu of fractional South Bow Common Shares to which they may otherwise be entitled pursuant to the Arrangement or on a subsequent disposition of a New TC Energy Common Share or a South Bow Common Share (in the ordinary course or otherwise).

About the Shareholder Meeting

explaining how to access and review this Circular and the TC Energy Annual Report electronically and how to request a paper copy of either at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your shares.

Notice and access is an environmentally friendly and cost-effective way to distribute this Circular and the TC Energy Annual Report because it reduces printing, paper and postage.

The following beneficial shareholders will receive a paper copy of this Circular:

This Circular is available on SEDAR+ (www.sedarplus.ca) and on our website (www.tcenergy.com/notice-and-access).

How to request a paper copy of this Circular

Starting April 26, 2024, shareholders can request a paper copy of this Circular and the TC Energy Annual Report for up to one year. This Circular and the TC Energy Annual Report will be sent to you at no charge.

If you would like to receive a paper copy of this Circular and the TC Energy Annual Report, please follow the instructions provided in the Notice.

Requests by shareholders must be made by 5 p.m. Eastern Daylight Time (EDT), on Friday, May 17, 2024 in order for you to receive a paper copy of this Circular or the TC Energy Annual Report before the meeting on June 4, 2024.

If you request a paper copy of this Circular or the TC Energy Annual Report you will not receive a new form of proxy (for registered shareholders) or voting instruction form (for beneficial shareholders), so you should keep the original form sent to you in order to vote.

If you have questions about notice and access, you can call our Investor Relations line at 403-920-7911 or 1-800-361-6522.

Attending and Participating in the Meeting

Information for U.S. Shareholders

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE IN THE UNITED STATES, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The securities to be issued to shareholders and holders of TC Energy incentive securities pursuant to the Arrangement described in this Circular have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and are being issued and distributed, respectively, in reliance on the exemption from registration under the U.S. Securities Act set forth in Section 3(a)(10) thereof and exemptions provided under the securities laws of any state of the United States in which the shareholders reside. Section 3(a)(10) of the U.S. Securities Act provides an exemption from registration under the U.S. Securities Act for offers and sales of securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear.

The securities of TC Energy and South Bow to be issued to shareholders and holders of TC Energy incentive securities pursuant to the Arrangement will generally not be subject to resale restrictions under U.S. federal securities laws, except by persons who are “affiliates” (as such term is understood under U.S. securities laws) of TC Energy or South Bow after the Effective Date, or were “affiliates” of TC Energy or South Bow within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such securities by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. See Certain Securities Law Matters – U.S. Securities Laws.

The solicitation of proxies for the meeting made pursuant to this Circular is not subject to the requirements applicable to proxy statements under the U.S. Exchange Act by virtue of an exemption applicable to “foreign private issuers” (as defined in Rule 3b-4 under the U.S. Exchange Act). Accordingly, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

The enforcement by investors of civil liabilities under U.S. securities laws may be adversely affected by the fact that TC Energy and South Bow and certain of their respective subsidiaries are organized under the laws of jurisdictions outside the United States, that certain of their officers and directors are residents of countries other than the United States, that the experts named in this Circular are residents of countries other than the United States and that a significant portion of the assets of TC Energy, and substantially all of the assets of certain such persons are located outside the United States. As a result, it may be difficult or impossible for shareholders in the United States to effect service of process within the United States upon TC Energy or South Bow, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

Forward-Looking Information

Non-GAAP Measures

This Circular references comparable EBITDA and comparable EPS, which are non-GAAP measures. It also contains references to debt-to-EBITDA, a non-GAAP ratio, which is calculated using adjusted debt and adjusted comparable EBITDA, each of which is a non-GAAP measure. These measures do not have any standardized meaning as prescribed by GAAP and therefore may not be comparable to similar measures presented by other entities. These non-GAAP measures are calculated by adjusting certain GAAP measures for specific items we believe are significant but not reflective of our underlying operations in the period. These comparable measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable, except as otherwise described in the TC Energy Annual Financial Statements and the TC Energy Annual MD&A.

Comparable EBITDA represents segmented earnings (losses) adjusted for certain specific items, excluding charges for depreciation and amortization. Refer to the Financial results section for each business segment in the TC Energy Annual MD&A for a reconciliation to segmented earnings (losses).

Comparable earnings represents earnings attributable to common shareholders on a consolidated basis, adjusted for specific items. Refer to the Financial highlights section in the TC Energy Annual MD&A for a reconciliation to Net income (loss) per common share.

Refer to the About this document – Non-GAAP measures section of the TC Energy Annual MD&A for more information about the non-GAAP measures we use. The TC Energy Annual MD&A is incorporated by reference into this Circular and is available under TC Energy’s profile on SEDAR+ (www.sedarplus.ca).

With respect to non-GAAP measures used in the calculation of debt-to-EBITDA, adjusted debt is defined as the sum of Reported Total debt, including Notes payable, Long-term debt, Current portion of long-term debt and Junior subordinated notes, as reported on our Consolidated balance sheet as well as Operating lease liabilities recognized on our Consolidated balance sheet and 50 per cent of Preferred shares as reported on our Consolidated balance sheet due to the debt-like nature of their contractual and financial obligations, less Cash and cash equivalents as reported on our Consolidated balance sheet and 50 per cent of Junior subordinated notes as reported on our Consolidated balance sheet due to the equity-like nature of their contractual and financial obligations. Adjusted comparable EBITDA is calculated as comparable EBITDA excluding operating lease costs recorded in Plant operating costs and other in our Consolidated statement of income and adjusted for Distributions received in excess of (income) loss from equity investments as reported in our Consolidated statement of cash flows which we believe is more reflective of the cash flows available to TC Energy to service our debt and other long-term commitments. We believe that debt-to-EBITDA provides investors with useful information as it reflects our ability to service our debt and other long-term commitments. The following is a reconciliation of adjusted debt and adjusted comparable EBITDA for the year ended December 31, 2023:

Note

Glossary

The following is a glossary of certain terms used in this Circular, including the Summary and the Schedules to this Circular.

“2022 TC Energy PSUs” has the meaning given to it under the heading The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy PSUs.

“401(k) Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“acquiring person” has the meaning given to it under the heading South Bow Shareholder Rights Plan – Flip-In Events.

“Affiliate” means, when describing a relationship between two persons, that either: (a) one of them is under the direct or indirect control of the other; or (b) each of them is directly or indirectly controlled by the same person.

“allowable capital loss” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Resident in Canada – Taxation of Capital Gains and Capital Losses.

“Arrangement” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement, or made at the direction of the Court in the Final Order, provided that such amendments or variations are acceptable to TC Energy.

“Arrangement Agreement” means the arrangement agreement dated April 10, 2024 between TC Energy, South Bow and SBPL, a copy of which is attached as Schedule C to this Circular, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“Arrangement Resolution” means the special resolution of shareholders approving the Arrangement to be considered at the meeting, the full text of which is set out in Schedule A to this Circular.

“Arrangement Shares” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

“Articles of Arrangement” means the articles of arrangement of TC Energy in respect of the Arrangement, required by Section 192(6) of the CBCA to be sent to the Director after the Final Order is made.

“ASC” means the Alberta Securities Commission.

“Audit Committee” means the audit committee of TC Energy.

“Bbl/d” means barrel(s) per day.

“Bcf” means billion cubic feet.

“Board” has the meaning given to it under the heading Management Information Circular.

“Broadridge” means Broadridge Investor Communications Corporation.

“Bruce Power” means Bruce Power Limited Partnership, a Canadian-owned partnership of TC Energy, Ontario Municipal Employees Retirement Systems, the Power Workers’ Union and The Society of United Professionals.

“Canadian GAAS” means Canadian Generally Accepted Auditing Standards.

“Canada-U.S. Treaty” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Not Resident in Canada.

“Canadian Tax Ruling” has the meaning given to it in the definition of Tax Rulings.

“Carve-Out Financial Statements” means the audited combined carve-out financial statements for the Liquids Pipelines business as of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023, the notes thereto, and the auditor’s report thereon, which are included in Schedule H to this Circular.

“CBCA” means the Canada Business Corporations Act, RSC 1985, c C-44.

“CEO” means Chief Executive Officer.

“CER” means the Canada Energy Regulator.

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement.

“CFO” means Chief Financial Officer.

“Circular” has the meaning given to it under the heading Management Information Circular.

“Code” means TC Energy’s Code of Business Ethics.

“Committee” means a committee of the Board.

“comparable EBITDA” means comparable earnings before interest, taxes, depreciation and amortization.

“Computershare” means Computershare Investor Services, Inc.

“COO” means Chief Operating Officer.

“Court” means the Court of King’s Bench of Alberta.

“CRA” means the Canada Revenue Agency.

“DB Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“DC Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“DCF” means distributable cash flow per share.

“Director” means the Director appointed pursuant to Section 260 of the CBCA.

“Distribution Payment Date” means the date on which South Bow Common Shares are issued to shareholders as of the Distribution Record Date pursuant to the Arrangement.

“Distribution Record Date” means the record date established by TC Energy for the Arrangement.

“DRP” means the Dividend Reinvestment and Share Purchase Plan of TC Energy.

“DRS Advice” means a direct registration system advice.

“Effective Date” means the effective date of the Arrangement, being the date shown on the Certificate of Arrangement.

“Effective Time” means 12:01 a.m. (MDT) on the Effective Date, or such other time as TC Energy and South Bow agree to in writing before the Effective Date.

“Employee Matters Agreement” means the employee matters agreement to be entered into between TC Energy and South Bow in the form and content and on terms and conditions to be agreed upon by TC Energy and South Bow, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“EPS” means earnings per share.

“ERM” means enterprise risk management.

“ESG” means environmental, social and governance.

“Evercore” means Evercore Group L.L.C.

“Ex-Date” has the meaning given to it under the heading The Arrangement – Trading of Shares on the TSX – Type of Trading and Markets – Ex-Distribution.

“Executive Leadership Team” has the meaning given to it under the heading Executive Compensation Discussion and Analysis.

“exempt acquisition” has the meaning given to it under the heading South Bow Shareholder Rights Plan – Waiving the South Bow Shareholder Rights Plan.

“Exercise Price” has the meaning given to it under the heading South Bow Shareholder Rights Plan – South Bow Rights.

“Fairness Opinion” means the opinion of Evercore dated April 10, 2024, addressed to the Board to the effect that, as of such date, based upon and subject to the various factors, assumptions, qualifications and limitations set forth therein, the consideration to be received by shareholders pursuant to the Arrangement is fair, from a financial point of view, to shareholders, the full text of which is set out in Schedule D to this Circular.

“FERC” means the U.S. Federal Energy Regulatory Commission.

“FHSA” means first home savings account.

“Final Order” means the final order of the Court pursuant to Section 192 of the CBCA, in a form acceptable to TC Energy, approving the Arrangement, as such order may be amended or varied by the Court, provided that any such amendment or variation is acceptable to TC Energy, at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or amended (provided that any such amendment is acceptable to TC Energy) on appeal.

“Fitch” means Fitch Ratings Inc.

“FMV Reduction of a TC Energy Common Share” means the volume weighted average trading price of the TC Energy shares on the TSX for the five trading days preceding (but, for greater certainty, not including) the Effective Date (or such other trading period that is acceptable to the TSX) minus the volume weighted average trading price of the New TC Energy Common Shares on the TSX for the first five trading days commencing on (and, for greater certainty, including) the Effective Date (or such other trading period that is acceptable to the TSX).

“Former TC Energy Employee” means a person who was previously a director, officer, manager or employee of TC Energy or an Affiliate thereof but is not, as of the Effective Time, a director, officer, manager or employee of TC Energy or an Affiliate thereof.

“GAAP” means Generally Accepted Accounting Principles of the applicable country.

“GHG” means greenhouse gas.

“Governance Committee” means the governance committee of TC Energy.

“Governmental Authority” means:(a) any multinational, federal, national, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry or agency, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; (c) any quasi-governmental or private body exercising any regulatory, self-regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange.

“GRI” means the Global Reporting Initiative.

“Holder” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

“HSSE” means health, safety, sustainability and environment.

“HSSE Committee” means the health, safety, sustainability and environment committee of TC Energy.

“Human Resources Committee” means the human resources committee of TC Energy.

“Indicative Proposal” has the meaning given to it under the heading The Arrangement – Background to the Arrangement.

“Interim Order” means the interim order of the Court pursuant to Section 192 of the CBCA providing for, among other things, the calling and holding of the meeting, as such order may be amended or varied by the Court, provided that any such amendment or variation is acceptable to TC Energy.

“Investment Grade Rating” means: (a) with respect to S&P, a rating equal to or higher than BBB-; (b) with respect to Moody’s, a rating equal to or higher than Baa3; and (c) with respect to Fitch, a rating equal to or higher than BBB-.

“Investment Grade Rating Condition” has the meaning given to it under the heading Conditions to Closing of the Arrangement and Tax Rulings – Conditions to the Arrangement.

“IRS” means the U.S. Internal Revenue Service.

“JV Partner” has the meaning given to it under the heading The Arrangement – Background to the Arrangement.

“Keystone XL” means the phase of the Keystone Pipeline System that was terminated by TC Energy in June 2021.

“km” means kilometers.

“Legacy Savings Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“Liquids Pipelines business” means the business segment referred to as the “Liquids Pipelines” business segment currently carried on by TC Energy and its Affiliates consisting of, among other things, the transportation of Canadian crude oil from Hardisty, Alberta to key

refining and export markets in the U.S. Midwest and the U.S. Gulf Coast, as well as U.S. domestic service from Cushing, Oklahoma to the U.S. Gulf Coast, as described in greater detail in Schedule F to this Circular, and includes all the assets and liabilities pertaining thereto that are held, directly or indirectly, by TC Energy and its Affiliates immediately prior to the Effective Time.

“LNG” means liquified natural gas.

“Material Adverse Effect” means, in respect of any corporation, any change, event, development or occurrence that is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, liabilities (including contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), capital, properties, assets or financial condition of that corporation (including its Affiliates) considered as a whole after giving effect to the Arrangement or that would materially impair that corporation’s ability to perform its obligations under the Arrangement Agreement or the Plan of Arrangement in any material respect.

“MD&A” means management’s discussion and analysis.

“meeting” has the meaning given to it under the heading Management Information Circular.

“Meridian” means Meridian Compensation Partners.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Milepost 14 incident” means the pipeline incident in December 2022 involving the release of oil from the Keystone Pipeline into a creek in Washington County, Kansas.

“Moody’s” means Moody’s Investors Service, Inc.

“Morrow Sodali” means Morrow Sodali (Canada) Ltd.

“MW” means megawatt(s).

“Natural Gas Pipelines business” means the natural gas pipelines business currently carried on by TC Energy and its Affiliates, which is comprised of the Canadian Natural Gas Pipelines segment, the U.S. Natural Gas Pipelines segment and the Mexico Natural Gas Pipelines segment of TC Energy’s business.

“New TC Energy Common Shares” means the common shares in the capital of TC Energy following the completion of the Arrangement (the rights, privileges, restrictions and conditions attaching to which will, for greater certainty, be identical in all respects to the currently outstanding TC Energy shares), including those issued to shareholders pursuant to the Arrangement in partial exchange for the existing TC Energy shares.

“New TC Energy Stock Options” means options to purchase New TC Energy Common Shares issued pursuant to the Plan of Arrangement, with the exercise price of each such New TC Energy Stock Option determined in accordance with the Plan of Arrangement and the other terms and conditions thereof determined in accordance with the TC Energy Stock Option Plan and any agreements thereunder and including any adjustments thereto necessary to give effect to the intent of the Plan of Arrangement, as such plan or agreements may be amended by the Board or a committee thereof. See The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy Options.

“NI 52-107” has the meaning given to it under the heading Exemptions from Instruments.

“Non-Qualified Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“Non-Resident Shareholder” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Not Resident in Canada.

“Non-Transferred Employee Exchange Ratio” means the quotient of (a) the volume weighted average trading price of the TC Energy shares on the TSX for the five trading days preceding (but, for greater certainty, not including) the Effective Date (or such other trading period that is acceptable to the TSX), divided by (b) the volume weighted average trading price of the New TC Energy Common Shares on the TSX for the first five trading days commencing on (and, for greater certainty, including) the Effective Date (or such other trading period that is acceptable to the TSX).

“Non-Transferred Employees” means TC Energy Employees who are not Transferred Employees.

“Notice” has the meaning given to it under the heading Delivery of Meeting Materials.

“NYSE” means the New York Stock Exchange.

“person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity.

“PFIC” means a passive foreign investment company within the meaning of the U.S. Code and U.S. Treasury Regulations promulgated thereunder.

“Plan of Arrangement” means the plan of arrangement, including the exhibits thereto, substantially in the form set out as Appendix A to the Arrangement Agreement, which is attached as Schedule C to this Circular, as amended or varied from time to time in accordance with the Arrangement Agreement and the Plan of Arrangement or at the direction of the Court in the Final Order, provided that such amendments or variations are acceptable to TC Energy.

“Post-Arrangement Transactions” means the transactions to be undertaken following the Effective Date for administrative and transitional purposes.

“Power and Energy Solutions” means the power and energy solutions segment of TC Energy’s business.

“Pre-Arrangement Transactions” means the transactions undertaken prior to the Effective Date to reorganize the Liquids Pipelines business under the ownership of SBPL.

“RDSPs” means registered disability savings plan.

“Record Date” means April 16, 2024.

“Regulations” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

“Resident Shareholder” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Resident in Canada.

“RESPs” means registered education savings plan.

“RRIFs” means registered retirement income funds.

“RRSPs” means registered retirement savings plan.

“Rulings Applications” means all of the letter submissions made by or on behalf of TC Energy to the CRA or the IRS concerning the Arrangement and certain related transactions prior to the date hereof, together with all such letter submissions made in connection therewith on or after the date hereof.

“S&P” means S&P Global Ratings.

“SASB” means Sustainability Accounting Standards Board.

“Savings Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“SBPL” means South Bow Pipelines Ltd., a corporation existing under the laws of Canada.

“SBPL Common Shares” means the common shares in the capital of SBPL.

“SEC” means the U.S. Securities and Exchange Commission.

“SEDAR+” means the System for Electronic Data Analysis and Retrieval + of the Canadian Securities Administrators.

“Separation Agreement” means the separation agreement to be entered into between TC Energy, South Bow, SBPL, 15142083 Canada Ltd., 15142121 Canada Ltd. and 6297782 LLC regarding the separation of the Liquids Pipelines business in connection with the Arrangement, including the transfer of certain assets related to the Liquids Pipelines business from TC Energy to South Bow and the allocation of certain liabilities and obligations related to the Liquids Pipelines business between TC Energy and South Bow, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“Separation Time” has the meaning given to it under the heading South Bow Shareholder Rights Plan – South Bow Rights.

“shareholder” has the meaning given to it under the heading Management Information Circular.

“shares” has the meaning given to it under the heading Management Information Circular.

“South Bow” means South Bow Corporation, a corporation existing under the laws of Canada.

“South Bow Board” means the board of directors of South Bow.

“South Bow Common Shares” means the common shares in the capital of South Bow.

“South Bow Human Resources Committee” means the human resources committee of South Bow.

“South Bow PSU” means a right granted by South Bow pursuant to the Plan of Arrangement to an eligible executive to receive the cash equivalent of a South Bow Common Share, with the terms and conditions thereof determined in accordance with the South Bow PSU Plan and any agreements thereunder and including any adjustments thereto necessary to give effect to the intent of the Plan of Arrangement, as such plan or agreements may be amended by the South Bow Board or a committee thereof. See The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy PSUs.

“South Bow PSU Plan” means the Performance Share Unit Plan of South Bow to be adopted prior to the Effective Date, the terms of which are expected to be substantially similar to the TC Energy PSU Plan.

“South Bow Redemption Note” means the non-interest bearing demand promissory note issued by South Bow to TC Energy pursuant to the Plan of Arrangement in satisfaction of the aggregate redemption price payable by South Bow to TC Energy in respect of the South Bow Special Shares held by TC Energy.

“South Bow Rights” has the meaning given to it under the heading South Bow Shareholder Rights Plan – South Bow Rights.

“South Bow RSU” means a right granted by South Bow pursuant to the Plan of Arrangement to a participant to receive the cash equivalent of a South Bow Common Share, with the terms and conditions thereof determined in accordance with the South Bow RSU Plan and any agreements thereunder and including any adjustments thereto necessary to give effect to the intent of the Plan of Arrangement, as such plan or agreements may be amended by the South Bow Board or a committee thereof. See The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy RSUs.

“South Bow RSU Plan” means the Restricted Share Unit Plan of South Bow to be adopted prior to the Effective Date, the terms of which are expected to be substantially similar to the TC Energy RSU Plan.

“South Bow Shareholder” means a holder of South Bow Common Shares at the applicable time.

“South Bow Shareholder Rights Plan” means the proposed shareholder rights plan of South Bow, substantially in the form attached as Schedule L to this Circular, to be considered pursuant to the South Bow Shareholder Rights Plan Resolution and, if approved, to be adopted prior to the Effective Date.

“South Bow Shareholder Rights Plan Resolution” means the ordinary resolution of shareholders approving the South Bow Shareholder Rights Plan to be considered at the meeting, the full text of which is set out in Schedule B to this Circular.

“South Bow Special Shares” means the non-voting, redeemable, retractable preferred shares in the capital of South Bow to be created pursuant to the Plan of Arrangement and having the rights, privileges, restrictions and conditions set out in Exhibit II to the Plan of Arrangement.

“South Bow Stock Option Plan” means the stock option plan of South Bow, to be adopted prior to the Effective Date.

“South Bow Stock Options” means options to purchase South Bow Common Shares issued pursuant to the Plan of Arrangement, with the exercise price of each such South Bow Stock Option determined in accordance with the Plan of Arrangement and the other terms and conditions thereof determined in accordance with the South Bow Stock Option Plan and any agreements thereunder and including any adjustments thereto necessary to give effect to the intent of the Plan of Arrangement, as such plan or agreements may be amended by the South Bow Board or a committee thereof. See The Arrangement – Treatment of Incentive Securities – Treatment of Outstanding TC Energy Options.

“South Bow USA” means South Bow USA Services, Inc.

“South Bow USA 401(k) Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“South Bow USA DB Plan” means the defined benefit pension plan of South Bow USA.

“South Bow USA Non-Qualified Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“Special Committee” has the meaning given to it under the heading The Arrangement – Background to the Arrangement.

“Subject Bid” has the meaning given to it under the heading South Bow Shareholder Rights Plan – Lock-Up Agreements.

“Supplemental DB Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“Supplemental DC Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefit and Pension Plans.

“Tax Act” means the Income Tax Act, RSC 1985, c. 1 (5^th Supp.), as amended.

“Tax Matters Agreement” means the tax matters agreement to be entered into between TC Energy and South Bow, in the form and content and on terms and conditions to be agreed upon by TC Energy and South Bow, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“Tax Proposals” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations.

“Tax Rulings” means the advance income tax rulings received from each of the CRA (with respect to such tax ruling, the Canadian Tax Ruling) and the IRS (with respect to such tax ruling, the U.S. Tax Ruling), in the form requested in the Rulings Applications or otherwise acceptable to TC Energy, as the same may be amended, modified and/or supplemented from time to time at the request of the CRA or the IRS, as applicable, or at the request of TC Energy, in each case, regarding certain applicable Canadian and U.S. federal income tax consequences of the transfer by TC Energy of the Transferred Property under the Arrangement and certain other transactions.

“taxable capital gain” has the meaning given to it under the heading Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Shareholders Resident in Canada – Taxation of Capital Gains and Capital Losses.

“TC Energy” means TC Energy Corporation, a corporation existing under the laws of Canada.

“TC Energy AIF” has the meaning given to it under the heading Documents Incorporated by Reference.

“TC Energy Annual Financial Statements” has the meaning given to it under the heading Documents Incorporated by Reference.

“TC Energy Annual MD&A” has the meaning given to it under the heading Documents Incorporated by Reference.

“TC Energy Annual Report” has the meaning given to it under the heading Documents Incorporated by Reference.

“TC Energy Arrangement Common Shares” means the new class of common shares in the capital of TC Energy to be created pursuant to the Plan of Arrangement, having the rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement, and to be issued to shareholders pursuant to the Plan of Arrangement in partial exchange for the existing TC Energy shares, subsequent to which the TC Energy Arrangement Common Shares shall be exchanged for New TC Energy Common Shares pursuant to the Plan of Arrangement.

“TC Energy common shares” has the meaning given to it under the heading Management Information Circular.

“TC Energy DSU” means a right granted by TC Energy to an eligible director to receive, on a deferred payment basis, the cash equivalent of a TC Energy share on the terms and conditions set out in the TC Energy DSU Plan.

“TC Energy DSU Plan” means the Deferred Share Unit Plan of TC Energy, as amended.

“TC Energy Employees” means all directors, officers, managers and employees of TC Energy and its Affiliates, including directors, officers, managers and employees on disability leave, parental leave or other leave of absence, immediately prior to the Effective Time.

“TC Energy Indemnified Liquids Liabilities” has the meaning given to it under the heading The Arrangement – Separation Agreement and Other Arrangements.

“TC Energy Proxyholders” has the meaning given to it under the heading About the Shareholder Meeting – How to Vote.

“TC Energy PSU” means a right granted by TC Energy to an eligible executive to receive the cash equivalent of a TC Energy share on the terms and conditions set out in the TC Energy PSU Plan. For greater certainty, references herein to “TC Energy PSUs” shall include TC Energy executive share units granted prior to such incentive securities being renamed “performance share units”.

“TC Energy PSU Plan” means the Performance Share Unit Plan of TC Energy, which was previously named the “Executive Share Unit Plan” of TC Energy.

“TC Energy Redemption Note” means the non-interest bearing demand promissory note issued by TC Energy to South Bow pursuant to the Plan of Arrangement in satisfaction of the aggregate redemption price payable by TC Energy to South Bow in respect of the TC Energy Special Shares held by South Bow.

“TC Energy RSU” means a right granted by TC Energy to a participant to receive the cash equivalent of a TC Energy share on the terms and conditions set out in the TC Energy RSU Plan.

“TC Energy RSU Plan” means, for TC Energy RSUs granted on or after February 13, 2023, the Restricted Share Unit Plan of TC Energy amended and effective February 13, 2023, and for TC Energy RSUs granted prior to February 13, 2023, the Restricted Share Unit Plan of TC Energy amended and restated February 14, 2022.

“TC Energy Shareholder Rights Plan” means the Shareholder Rights Plan of TC Energy dated as of April 29, 2022.

“TC Energy shares” has the meaning given to it under the heading Management Information Circular.

“TC Energy Special Shares” means the non-voting, redeemable, retractable preferred shares in the capital of TC Energy to be created pursuant to the Plan of Arrangement, having the rights, privileges, restrictions and conditions set out in Exhibit I to the Plan of Arrangement, and to be issued to shareholders pursuant to the Arrangement in partial exchange for the existing TC Energy shares.

“TC Energy Stock Option” means an option to purchase a TC Energy share at a particular exercise price pursuant to the TC Energy Stock Option Plan.

“TC Energy Stock Option Plan” means the Stock Option Plan of TC Energy.

“TC USA” means TransCanada USA Services Inc.

“TCFD” means the Task Force on Climate-Related Financial Disclosures.

“TCPL” means TransCanada PipeLines Limited, a corporation existing under the laws of Canada and a wholly-owned subsidiary of TC Energy.

“TFSA” means tax-free savings account.

“Transferred Employee Exchange Ratio” means the quotient of (a) the volume weighted average trading price of the TC Energy shares on the TSX for the five trading days preceding (but, for greater certainty, not including) the Effective Date (or such other trading period that is acceptable to the TSX), divided by (b) the volume weighted average trading price of the South Bow Common Shares on the TSX for the first five trading days commencing on (and, for greater certainty, including) the Effective Date (or such other trading period that is acceptable to the TSX).

“Transferred Employees” means each TC Energy Employee who accepts an offer of employment from South Bow or an Affiliate thereof, effective prior to or as of the Effective Time.

“Transferred Property” means all of the issued and outstanding SBPL Common Shares held by TC Energy immediately prior to the Effective Time.

“Transition Services Agreement” means the transition services agreement to be entered into between TC Energy and South Bow, in the form and content and on terms and conditions to be agreed upon by TC Energy and South Bow, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“TSR” means total shareholder return.

“TSX” means the Toronto Stock Exchange.

“UN SDG” means the United Nations Sustainable Development Goals.

“U.S.” or “United States” means the United States of America.

“U.S. Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“U.S. DB Plan” has the meaning given to it under the heading The Arrangement – Treatment of TC Energy Employees and Employee Benefit Plans – Benefits and Pension Plans.

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all rules and regulations thereunder.

“U.S. Holder” has the meaning given to it under the heading Material Income Tax Considerations – Certain United States Federal Income Tax Considerations.

“U.S. PCAOB GAAS” means U.S. Public Company Accounting Oversight Board Generally Accepted Auditing Standards.

“U.S. Person” has the meaning given to it under Regulation S under the U.S. Securities Act.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended, and all rules and regulations thereunder.

“U.S. Tax Ruling” has the meaning given to it in the definition of Tax Rulings.

“U.S. Treasury Regulations” means the final, temporary or proposed U.S. federal income tax regulations promulgated under the U.S. Code as amended from time to time.

“U.S.$” means United States dollars.

“WCSB” means the Western Canadian Sedimentary Basin.

Business of the Meeting

ELECTION OF DIRECTORS

You will be asked to vote on electing 13 directors to the Board. The nominated director profiles starting on page 42 give important information about each nominated director, including their background, experience and memberships on other public company boards they serve on. All of the nominated directors currently serve on our Board, and we have included in their profiles their 2023 attendance, the value of TC Energy shares or TC Energy DSUs they currently hold (their at-risk investment) and their election results from the 2023 annual meeting. You can find more information about their at-risk investment on pages 144 and 145.

All directors are elected for a one-year term.

The Board recommends you vote for the nominated directors:

RESOLVE to elect the directors listed in TC Energy’s Circular dated April 10, 2024 to hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed.

APPOINTMENT OF AUDITOR

You will be asked to vote on appointing the external auditor. The auditor will hold office until the close of our next annual meeting of shareholders.

You will also vote on authorizing the directors to fix the auditor’s remuneration.

The Board recommends you vote for appointing KPMG as auditor of TC Energy and authorizing the directors to fix their remuneration:

RESOLVE to appoint KPMG as auditor of TC Energy until the close of our next annual meeting of shareholders, and authorize the directors to fix their remuneration.

Through the processes described in the Auditor Independence section we have confirmed KPMG is independent with respect to TC Energy within the meaning of the relevant rules and related interpretations prescribed by all relevant professional bodies in Canada and applicable legal requirements and also that they are independent accountants with respect to TC Energy under all relevant U.S. professional and regulatory standards.

Representatives of KPMG will attend the meeting, have an opportunity to make a statement and respond to any questions.

Stakeholder engagement

In response to receiving a 75.33 per cent vote in favour of the appointment of KPMG as TC Energy’s auditor at our 2022 annual meeting, TC Energy undertook an extensive stakeholder engagement strategy through late 2022 and 2023, which included engagement with certain investors who voted against the appointment of KPMG and those whose voting policies identified the KPMG appointment as an

area of concern. At our 2023 annual meeting, the vote in favour of the appointment of KPMG as TC Energy’s auditor increased to 89.00 per cent (613,576,171 votes in favour and 75,802,855 votes withheld).

TC Energy remains committed to engaging with stakeholders on the topic of auditor independence and tenure. In 2023, TC Energy’s CEO, CFO, other members of management and Investor Relations participated in approximately 550 meetings with shareholders and bondholders, including over 60 meetings on ESG-specific topics, some focused on how the Audit Committee satisfies itself of ongoing auditor independence and tenure considerations.

For more information on TC Energy’s overall shareholder engagement strategy, please see page 121 and for more information on the comprehensive review of the external auditor, please see page 39.

Auditor fees

The table below shows the services KPMG provided during the last two fiscal years and the fees they invoiced us:

Note

Pre-Approval Policy for Audit and Non-Audit Services

The Audit Committee maintains a Pre-Approval Policy with respect to permitted non-audit services and audit services. For non-audit service engagements of up to $250,000, approval of the Audit Committee chair is required, and the Audit Committee is to be informed of the engagement at the next scheduled Audit Committee meeting. For all non-audit service engagements of $250,000 or more, pre-approval of the Audit Committee is required.

As required under professional standards, KPMG is required to have any proposed non-audit services pre-approved by the Audit Committee or the Chair of the Audit Committee. The pre-approval process for non-audit services requires that KPMG provide a written description of the service, an assessment of the independence considerations related to the service and a description of the nature and magnitude of the proposed fees. Prior to pre-approving any non-audit services, the Audit Committee and/or Audit Committee Chair considers the following factors:

Auditor independence

TC Energy recognizes that auditor independence is critical to the integrity of our financial information. As such, TC Energy’s auditor selection process is designed to maintain auditor independence while balancing a need for continuity of knowledge in order to ensure a high-quality audit provided by an audit firm with the depth and breadth of experience to effectively and efficiently audit a multi-national company with complex operations.

The Audit Committee continuously assesses the external auditor and, on an annual basis, reviews audit quality, auditor tenure and appropriateness of audit fees, including the benefits and risks of having a long-tenured auditor and the controls and processes that ensure their independence. This assessment also considers the nature, extent and permissibility of any proposed non-audit services and adherence to the mandatory partner rotation requirements.

Below are additional details regarding factors the Audit Committee considered when assessing independence.

Audit Committee expertise and independence reviews

All members of the Audit Committee are independent and financially literate. One member of the Audit Committee is a designated financial expert under NYSE rules.

As part of its annual assessment on independence, the Audit Committee receives and reviews the auditor’s reports regarding independence. The committee also considers whether any factors are present that may impair the independence of the auditor at each meeting of the committee. The auditor maintains an open and direct line of communication with both the Chair of the Audit Committee and the Audit Committee.

The TC Energy AIF includes more information about the Audit Committee, including the committee charter, beginning on page 34 of the TC Energy AIF. The TC Energy AIF is available on our website (www.tcenergy.com) and on SEDAR+ (www.sedarplus.ca).

Fee magnitude and objectivity considerations

The Audit Committee understands that the magnitude of fees paid to an auditor could negatively impact auditor independence if a financial interest will inappropriately influence an auditor’s judgment or behaviour. In reaching the conclusion to recommend the re-appointment of KPMG as our external auditor, the Audit Committee considered the magnitude of the fees that TC Energy pays to KPMG Calgary and KPMG Houston in context of the size of their respective firms. For 2023, KPMG has confirmed to the Audit Committee that the fees payable to KPMG are not material to KPMG LLP (Canada) or KPMG LLP (US).

Similarly, there is a threat to independence if an auditor will be deterred from acting objectively because of actual or perceived pressures. We consider safeguards that KPMG has implemented to manage this threat as an important element of our assessment of audit quality. The safeguards against this risk include:

Given the Audit Committee’s understanding of the relative magnitude of fees paid to each respective firm, as well as the Audit Committee’s observations of safeguards that have been implemented by KPMG, the Audit Committee is satisfied these threats to auditor independence have been appropriately managed.

Canadian and U.S. partner rotations and partner qualifications

As part of the annual review of auditor independence, the Audit Committee assesses KPMG’s ongoing compliance with mandatory rotation requirements. This means that the lead audit partner and quality control review partner may serve a maximum of five years, followed by a five-year period without any involvement in the TC Energy audit, before they can be re-considered for a partner role. For other audit partners of KPMG involved in the TC Energy audit, which includes the lead partner and quality control review partner from KPMG’s Houston team, the mandatory rotation occurs after a maximum of seven years of service followed by a two-year period without any involvement in the TC Energy audit. This rotation helps ensure auditor independence is maintained by changing the key personnel working on TC Energy’s audits after a set period of time.

In addition to the partner rotations described above, all lead partners and quality control review partners must satisfy the following minimum requirements:

The Audit Committee is satisfied with KPMG’s ongoing compliance with the regulatory mandated rotation requirements (five and seven years as applicable in the circumstances) as well as the transition plans that have been followed to on-board qualified engagement partners who are new to providing audit services to TC Energy.

2015 Request for proposal

In 2015, it was determined that a request for proposal (RFP) process would further strengthen the external audit process and auditor independence. The Audit Committee oversaw this RFP for TC Energy’s external audit engagement and conducted a detailed assessment of the submissions from large multi-national firms, including interviews with each firm. A limited number of potential audit firms had the breadth of capabilities required to provide high-quality, independent audit services to a company of TC Energy’s scope, geographic presence and complexity of operations.

Requirements and factors which determined the successful candidate included:

Based on the results of this process, the Audit Committee and Board recommended KPMG continue as TC Energy’s external auditor, subject to its annual review of auditor performance, including audit quality and independence considerations. The Audit Committee made its recommendation based on KPMG’s qualifications, experience and other decision criteria, including KPMG’s ability to provide a quality audit that met the requirements of TC Energy and its shareholders, taking into account the scope, geographic presence and complexity of TC Energy’s business.

Periodic comprehensive review of auditor

In order to further enhance the governance processes relating to assessing auditor independence and audit quality, in November 2022, the Audit Committee approved amendments to the Audit Committee’s charter to mandate the completion of a comprehensive review of the external auditor at least every five years. Such a review is contained as a recommendation of the Enhancing Audit Quality initiative of the Chartered Professional Accountants of Canada, the Canadian Public Accountability Board and the Institute of Corporate Directors. The comprehensive review is intended to enhance audit quality through a deeper and broader analysis of the external auditor than in the annual assessment.

This fulsome and detailed review is intended to provide the Audit Committee data on three indicia of audit quality:

The Audit Committee reviews the results of the comprehensive review and uses it to assess whether a fulsome request for proposal process is required.

This comprehensive review was completed in 2023 and supported the recommendation to appoint KPMG as TC Energy’s external auditor.

Audit Committee independence recommendation

In reaching the conclusion to recommend KPMG as external auditor to serve for the 2024 financial year, the Audit Committee reviewed the above factors relating to auditor independence and confirmed it was satisfied that KPMG is independent within the meaning of applicable Canadian and U.S. securities rules.

THE ARRANGEMENT RESOLUTION

You will be asked to vote on the Arrangement Resolution, the full text of which is attached as Schedule A to this Circular. Subject to any further order of the Court, in order to pass, the Arrangement Resolution must be approved by at least two-thirds of the votes cast by shareholders present or represented by proxy at the meeting. See The Arrangement below.

The Board recommends you vote for the Arrangement Resolution.

THE SOUTH BOW SHAREHOLDER RIGHTS PLAN RESOLUTION

If the Arrangement Resolution is approved at the meeting, you will be asked to vote on the South Bow Shareholder Rights Plan Resolution, the full text of which is attached as Schedule B to this Circular. In order to pass, the South Bow Shareholder Rights Plan Resolution must be approved by at least a simple majority of the votes cast by shareholders present or represented by proxy at the meeting.

For a description of the South Bow Shareholder Rights Plan, please refer to South Bow Shareholder Rights Plan. The full text of the South Bow Shareholder Rights Plan is set out in Schedule L to this Circular.

The Board recommends you vote for the South Bow Shareholder Rights Plan Resolution.

ADVISORY VOTE ON OUR APPROACH TO EXECUTIVE COMPENSATION

You will have an opportunity to have a say on pay by participating in the advisory vote on our approach to executive compensation. The Board believes the vote is beneficial because it holds directors accountable to shareholders for their decisions on executive compensation and provides valuable feedback.

While the vote is non-binding, the Board will take the results into consideration when it considers compensation policies, procedures and decisions in the future. We will disclose the results of the advisory vote in our report on voting results for the meeting, which will be posted on our website (www.tcenergy.com) and on SEDAR+ (www.sedarplus.ca).

Since 2010, we have held annual say on pay votes at our annual shareholder meetings. Over the last three years, these advisory votes were approved by a significant majority of shareholders to accept our approach to executive compensation.

The Board recommends you vote for our approach to executive compensation:

RESOLVE on an advisory basis, without diminishing the role and responsibilities of TC Energy’s Board, that the shareholders accept the approach to executive compensation disclosed in TC Energy’s Circular dated April 10, 2024.

SHAREHOLDER PROPOSAL

We received two shareholder proposals, one from the British Columbia Investment Management Corporation (BCI) and the other from the Salal Foundation.

Following a series of meetings with BCI at which we listened to their concerns and explained the extent of our efforts to build a foundation toward increasingly rigorous levels of Scope 1 and 2 GHG assurance, focus on methane and differences between assurance over midstream industry operations versus the peers that BCI listed, as well as the impact of their proposal to our near-term strategic priorities, BCI has withdrawn their proposal. In response to their concerns, we have agreed that, by the end of July 2025, we will publish a Roadmap to Reasonable Assurance on GHG Reporting and reassess Oil & Gas Methane Partnership 2.0 membership and publish a summary of our reassessment. We have also agreed to include BCI’s proposal and supporting statement in Schedule M to this Circular; however, it will not be voted upon by shareholders.

Accordingly, shareholders are being asked to vote only on the shareholder proposal from the Salal Foundation. Please refer to Schedule M for such shareholder proposal, supporting statement and our response.

The Board recommends you vote against this shareholder proposal.

OTHER BUSINESS

The Board and management are not aware of any other items to be properly brought before the meeting.

Election of Directors

The profiles on the following pages show each director’s holdings in TC Energy shares at March 31, 2023 and as of the date of this Circular. TC Energy DSUs are calculated on the basis of retainer fees paid in 2023 and dividend equivalents credited up to March 31, 2023 and March 28, 2024. The profiles also indicate the year the director joined the Board and has continually served as a director of TC Energy.

All of the nominated directors are Canadian residents except for Ms. Campbell, Mr. Johnson, Mr. Lowe, Ms. Salomone, Mr. Vandal and Mr. Verma who are U.S. residents. Mr. Vandal also holds Canadian citizenship.

We have share ownership requirements for our directors and executives to align their interests with those of our shareholders.

As of the date of this Circular, all of our directors are in compliance with our director Share Ownership Policy or are not yet required to meet the requirements given the length of their tenure on the Board, see Director Compensation Discussion and Analysis on page 139 for more information.

The at-risk investment reflects the total market value of the director’s TC Energy shares and TC Energy DSUs based on the closing share price on the TSX of $50.83 on April 10, 2024. See At-Risk Investment on pages 144 and 145 for more information.