Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 15, 2022, Enbridge Inc. (the "Corporation") filed Articles of Amendment with the Director under the Canada Business Corporations Act (the "CBCA") amending its articles to create new series of Preference Shares of the Corporation designated as Preference Shares, Series 2022-B (the "Series 2022-B Conversion Preference Shares") and Preference Shares, Series 2022-C (the "Series 2022-C Conversion Preference Shares" and, together with the Series 2022-B Conversion Preference Shares, the "Conversion Preference Shares"). The Series 2022-B Conversion Preference Shares are issuable upon the automatic conversion of the US$500,000,000 aggregate principal amount of the Corporation's 7.375% Fixed-to-Fixed Rate Subordinated Notes Series 2022-B due 2083 (the "2022-B Notes"), and the Series 2022-C Conversion Preference Shares are issuable upon the automatic conversion of the US$600,000,000 aggregate principal amount of the Corporation's 7.625% Fixed-to-Fixed Rate Subordinated Notes Series 2022-C due 2083 (the "2022-C Notes" and, together with the 2022-B Notes, the "Notes"). The Conversion Preference Shares will be entitled to receive cumulative preferential cash dividends, if, as and when declared by the board of directors of the Corporation, subject to the CBCA, at the same rate as the interest rate that would have accrued on the applicable Notes (had such Notes remained outstanding), payable on each semi-annual dividend payment date, subject to any applicable withholding tax.

The foregoing description of the Corporation's Articles of Amendment is qualified in all respects by reference to the text of the Certificates of Amendment issued by the Director under the CBCA on September 15, 2022 and the Articles of Amendment attached thereto, which are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and incorporated by reference herein.




Item 8.01 Other Events.

On September 20, 2022, the Corporation completed the offering of the Notes. The Notes were offered pursuant to the Corporation's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 29, 2022 (Reg. No. 333- 266405) (the "Registration Statement"). The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01 and the Registration Statement:

• Underwriting Agreement, dated September 15, 2022, between the Corporation and

the underwriters party thereto.

• Ninth Supplemental Indenture, dated September 20, 2022, to the Indenture, dated

February 25, 2005, between the Corporation and Deutsche Bank Trust Company

Americas, relating to the 2022-B Notes.

• Tenth Supplemental Indenture, dated September 20, 2022, to the Indenture, dated

February 25, 2005, between the Corporation and Deutsche Bank Trust Company

Americas, relating to the 2022-C Notes.

• Form of Global Note representing the 2022-B Notes.

• Form of Global Note representing the 2022-C Notes.

• Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation, as to the

validity of the Notes.

• Opinion of McCarthy Tétrault LLP, Canadian counsel for the Corporation, as to

the validity of the Notes and the Conversion Preference Shares.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
 Number                                  Description
  1.1        Underwriting Agreement, dated September 15, 2022, between the
           Corporation and the underwriters party thereto.
  3.1        Certificate and Articles of Amendment, dated September 15, 2022,
           relating to the Series 2022-B Preference Shares.
  3.2        Certificate and Articles of Amendment, dated September 15, 2022,
           relating to the Series 2022-C Preference Shares.
  4.1        Ninth Supplemental Indenture to the Indenture, dated September 20,
           2022, between the Corporation and Deutsche Bank Trust Company
           Americas.
  4.2        Tenth Supplemental Indenture to the Indenture, dated September 20,
           2022, between the Corporation and Deutsche Bank Trust Company
           Americas.
  4.3        Form of Global Note representing the 2022-B Notes (included in
           Exhibit 4.1).
  4.4        Form of Global Note representing the 2022-C Notes (included in
           Exhibit 4.2).
  5.1        Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation,
           as to the validity of the Notes.
  5.2        Opinion of McCarthy Tétrault LLP, Canadian counsel for the
           Corporation, as to the validity of the Notes and the Conversion
           Preference Shares.
  23.1       Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1 above).
  23.2       Consent of McCarthy Tétrault LLP (included in Exhibit 5.2 above).
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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