Enbridge : Notice of meeting and Management Information Circular (MIC)

Bridge to a cleaner

energy future

Notice of 2022 Annual Meeting of Shareholders

and Management Information Circular

March 2, 2022

Annual Meeting of Shareholders to be held on May 4, 2022

Contents

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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 megawatts (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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Letter to Shareholders

Notice of 2022 Annual Meeting of Shareholders

1. Management Information Circular
2. Management Information Circular summary

1. Meeting Information

1. Voting Information

1. Business of the Meeting

11 Financial statements

1. Item 1: Election of directors

1. Director nominee profiles

1. Board diversity and tenure
2. Mix of skills and experience
3. Item 2: Appointment of our auditor
4. Item 3: Advisory vote on executive compensation
5. Item 4: Shareholder proposal
6. Statement on Corporate Governance

1. The role of the Board

1. Independence

1. Diversity, equity and inclusion

1. Our approach to human capital
2. Sustainability and ESG

1. Shareholder engagement
2. Board committees

56 Director Compensation

59 Director compensation table

64 Compensation Discussion and Analysis

1. Total direct compensation for Named Executive Officers

1. 2021 summary compensation table

111 Appendix A - Shareholder Proposal

1. Appendix B - Terms of Reference for the Board

1. Appendix C - Legal Notices

Enbridge Inc. 2022 Management Information Circular

Dear Shareholder,

In 2021, the energy landscape was shaped by the challenges presented by the COVID-19 pandemic, as well as an economic recovery that drove energy demand and commodity prices higher.

Over the year, your Board worked together with management to ensure the safety and well-being of our people and our communities. Our teams across North America and Europe delivered affordable energy that millions of people rely on, with record safety and reliability results.

We stayed true to our vision, values and purpose, and we remained focused on our commitment to use our skills, expertise and assets to lower emissions and address climate change. We're excited about the growth we're seeing in our renewables business and our early investments in low-carbon energies. Equally exciting is the continued operational and financial performance of our conventional energy assets across North America, the progress we're making toward our interim greenhouse gas (GHG) emissions intensity reduction target by 2030 and our net zero goal by 2050.

We generated a strong total return for our shareholders of 30% in 2021, which reflects top-quartile performance relative to our peer group, and continued annual dividend growth, which remains core to our investor value proposition.

Accelerating our future

2021 was a catalyst year for Enbridge. We built on our momentum to grow our conventional and low-carbon businesses and we strengthened our balance sheet and

financial flexibility. We exceeded our 2021 financial targets, increased our dividend for the 26th consecutive year and extended that track record with another 3% dividend increase announced for 2022.

We placed $10 billion of secured capital into service - including completion of the state-of-the-art Line 3 Replacement Project - and sanctioned nearly $2 billion of new projects. These investments will contribute to cash- flow growth and provide additional financial capacity as they come into service.

We also advanced our export strategy with the US$3 billion acquisition of the Ingleside Energy Center, through which we established a leading light-oil export position and platform for future organic growth. We aligned that investment with our target to reach net zero by 2050 by committing to develop an onsite solar farm that will drive net zero Scope 1 and 2 emissions, while also contributing to Scope 3 reductions. This is a great example of how Enbridge is differentiating its approach to energy infrastructure development and operations.

Good progress is being made on our $10 billion commercially secured growth program, including construction of four offshore wind projects in Europe, connecting new customers to our natural gas distribution system, and modernizing our long-haul pipeline systems. We also established industry partnerships to advance our early- mover position in renewable natural gas, hydrogen, and carbon capture and storage.

Enbridge Inc. 2022 Management Information Circular

Bridging to a cleaner energy future

The demand for energy will continue to increase as populations grow and developing nations raise their standards of living. At the same time, it's clear that society is moving towards lower-carbon energies to combat climate change. At Enbridge, we believe we play a critical role in building a bridge to a cleaner energy future and this focus drives our strategy and aligns with our purpose, to deliver the energy people need and want, and with our vision, to be the leading energy-delivery provider in North America.

Energy is needed in every aspect of daily life, and our assets provide an essential source of safe, reliable and affordable energy. We believe our systems have longevity because they serve the best markets and can't be replaced. We're modernizing our assets to improve efficiency and reduce emissions.

We believe that conventional energy will remain essential to meeting future energy demand and that our assets and skills will be critical enablers for low-carbon energy solutions.

Our businesses, both existing assets and new investments, will support the energy transition by blending and transporting renewable natural gas and hydrogen, transporting and storing carbon, and moving more natural gas as it replaces coal and nuclear-fired baseload power generation. We've been early investors in low-carbon energies and are well positioned to be a North American leader. In 2021, we established a dedicated New Energy Technologies team. We see opportunity to invest a further $1.5 billion to advance low-carbon opportunities through 2025, in addition to the offshore wind projects already in execution.

Getting the pace of the transition right will be critical. We're taking a disciplined approach to ensure that new opportunities provide an attractive return, and we'll build on proven technologies and partner with those who can bolster our capability. This is exactly the model Enbridge used for wind and solar 20 years ago, and today we have a leading renewables platform with 1,766 megawatts (MW) in operating net generation capacity and 412 MW of net capacity in pre-construction and construction.

Each of our business units have attractive embedded organic growth opportunities, and we see up to $6 billion of annual investment potential across our core businesses, including new low-carbon energies.

For further information on Enbridge's strategy, please refer to our 10-K available on www.sec.gov (U.S. filings), www.sedar.com (Canadian filings) or on our website www.enbridge.com.

Being a differentiated service provider

Core to our strategy is our industry-leading approach to our environmental, social and governance (ESG) performance. Our performance in these areas has and will continue to set Enbridge apart as the service provider of choice for our

customers, an employer of choice, a trusted partner to communities, Indigenous groups and policy makers, and a best-in-class investment.

In 2020, we introduced ESG goals, including continuing to drive industry-leading safety performance, reducing emissions to net zero, and improving diversity and inclusion. At our inaugural ESG Forum last September, we shared detailed plans to achieve these goals and how we've integrated them into each of our businesses.

Last year, we integrated these ESG goals into our enterprise-wide compensation and issued $3 billion in sustainability-linked financings that are tied to their achievement. We also embedded our ESG goals into our capital-allocation framework and have further advanced our approach to ensure that investment decisions align with our emissions-reductions goals.

Our businesses have developed multi-year emissions- reduction plans that are being implemented and will be closely monitored. This includes our integrity and modernization efforts to drive down operational methane emissions. Since 2018, we have reduced our Scope 1 and 2 emissions intensity and absolute emissions by approximately 21% and 14%, respectively. Additionally, we expanded emissions reporting to include new Scope 3 metrics designed to measure the emissions intensity of the energy delivered and the emissions avoided through our over two decades of investment in renewables, low-carbon fuels and demand-side management programs. For example, our demand-side management programs at our Gas Distribution and Storage business have helped our customers avoid

55 million tonnes of GHG emissions over the last 26 years.

Our approach to setting emissions targets was grounded in science and developed to align with the Paris Agreement. We're also committed to continuous improvement and progress, which is why we're working with key suppliers to lower Scope 3 emissions and develop lower-carbon partnerships to drive innovation across our business. We'll also work proactively with organizations to advance science-based guidelines for the midstream sector. This year's annual sustainability report will include a scenario analysis that considers the resiliency of our strategy on a net zero pathway.

We're on track to reduce carbon intensity 35% by 2030 and reach our net zero emissions target by 2050. We're also tracking Scope 3 emissions reductions achieved through our investments in renewables, hydrogen, renewable natural gas and improved demand-side management.

We remain steadfast in our belief that an energized workforce is driven by diversity, equity and inclusion. This continues to be a priority and has been embedded in our hiring decisions and training, including mandatory training on racial justice and unconscious bias that we introduced last year.

Our work to engage and consult Indigenous groups along the Line 3 right-of-way led to a better route, as well as tailored environmental measures to protect the land and

Enbridge Inc. 2022 Management Information Circular

minimize impacts. This engagement also resulted in

$900 million in Indigenous business opportunities, including Indigenous workers comprising 7% of the U.S. Line 3 workforce. This valuable experience is being shared across our organization to further strengthen our lifecycle approach to Indigenous and stakeholder engagement.

Our highly engaged Board reflects a balance of diverse perspectives, backgrounds, and experiences. We recently increased our diversity with three of 11 directors self- identifying as members of an ethnic or visible minority and, subject to shareholder approval of our 2022 director nominees, we expect to increase such representation further. Four of the directors are women, three of whom chair Board committees. Further, our independent Board Chair and separate Chair and CEO positions represent corporate governance best practices.

To read more about Enbridge's approach to sustainability and ESG, please refer to page 47 of this Management Information Circular.

Sustaining our growth

In 2022, we're positioned to grow distributable cash flow (DCF) per share by 8% versus 2021. By executing on our secured capital program, enhancing returns on our existing businesses, and deploying excess financial capacity, we estimate 5-7% DCF compound annual growth per share through 2024.1

Over the next three years, we expect to have $5 to $6 billion of annual investment capacity. Of that amount, $3 to 4 billion will be prioritized to low-capital intensity and utility-like investments, and the remaining $2 billion will be deployed to the next best alternatives, including potential share repurchases. The $1.5 billion share buyback program we recently introduced creates an additional avenue to return value to shareholders.

Evolving our management team and Board

We have a consistent and dedicated focus on executive development and Board refreshment to prepare for the future and ensure that Enbridge's leadership is diverse, effective and skilled.

In 2021, the Board welcomed three new directors: Mayank (Mike) Ashar, Gaurdie Banister and Jane Rowe. Mike brings more than 30 years of energy industry experience, including leading large energy companies including Cairn Energy India and Irving Oil. Gaurdie has more than 40 years of energy experience. He was most recently the CEO of Aera Energy and held senior leadership roles at Shell. Jane is a highly experienced executive with strong strategic business and financial skills, including as Vice Chair, Investments, of the Ontario Teachers' Pension Plan Board. We believe their extensive business experience will bolster our Board's already strong skill set.

Further in this Management Information Circular, you'll find information about our directors, including two new Board candidates, Jason Few and Steve Williams, who will stand for election at the annual meeting of shareholders.

Last year, we said goodbye to Gregory Goff, Maureen Kempston-Darkes and Marcel Coutu as directors. Greg, Marcel and Maureen have been integral members of the Board and we'd like to thank them for their valuable service and contributions to the Company over the years.

We'd also like to acknowledge and thank Herb England who will be retiring after this year's meeting. As one of our longest-serving Board members, Herb has played a significant role in shaping Enbridge's strategy, and his leadership and dedication will be missed.

On pages 11-23 and 50-55 of this document, you'll find information on our directors and the duties and responsibilities of each of our five standing Board committees.

Our thanks

Enbridge's 2021 performance came down to our people, who continued to adapt to challenges posed by the pandemic while living Enbridge's values of Safety, Integrity, Respect and Inclusion. We thank them for their commitment to our business.

Finally, we'd like to thank you, our shareholders, for your continued support and confidence in Enbridge. We listen carefully to the views of our shareholders in all aspects of our business, and we factor your feedback into our thinking and approach to our business. We look forward to your attendance at our 2022 virtual annual meeting of shareholders on May 4, 2022 at 1:30 p.m. Mountain Daylight Time. Log in online at https://web.lumiagm.com/497249423, password "enbridge2022" (case sensitive), Meeting ID 497-249-423.

Sincerely,

Al Monaco

Gregory L. Ebel

President & Chief Executive	Chair, Board of Directors
Officer
Calgary, Alberta
March 2, 2022

1 DCF per share is a non-GAAP measure; this measure is defined and reconciled in the Non-GAAP reconciliation section of Appendix C.

Enbridge Inc. 2022 Management Information Circular