Keeping It Simple

[eastunder]

Enbridge Announces Simplification of Corporate Structure with Proposals to Acquire All of the Outstanding Sponsored Vehicle Equity Securities

proposal

May 17, 2018


Highlights of the proposed restructuring:
•Enbridge to buy-in sponsored vehicles (EEP/EEQ, SEP and ENF) in exchange for Enbridge common shares
•Fixed exchange ratios reflect an aggregate value of CAN$11.4 billion, or 272 million Enbridge common shares
•Post-closing all sponsored vehicle equity securityholders would hold the same publicly traded equity security in a streamlined corporate vehicle



Benefits of the proposed restructuring to Enbridge and sponsored vehicle securityholders:
•Simplifies and streamlines Enbridge's corporate and capital structure, bringing all of the core liquids and gas pipeline assets under the umbrella of one single listed entity
•Increases trading liquidity, transparency and ease of investing in Enbridge's best-in-class pipeline and utility assets
•Enhances Enbridge's credit profile by eliminating sponsored vehicle public distributions and increasing retention of cash flow to support self-funded growth
•Addresses Enbridge's risks related to FERC MLP tax allowance elimination
•If completed on the terms offered, anticipated to have a neutral impact on Enbridge's three-year financial guidance, with potential for positive impacts beyond 2020 due to tax and other synergies
•Sponsored vehicle investors benefit from direct ownership in the largest energy infrastructure company in North America, with a well-diversified energy infrastructure asset base, an improved credit profile, enhanced trading liquidity and more sustainable dividends

Under today's restructuring proposal:
•EEP unitholders will receive 0.3083 common shares of Enbridge per EEP unit, representing a value of US$10.08 per EEP unit based on the closing price of Enbridge common shares on the NYSE on May 16, 2018; equivalent to the closing price of EEP's common units on the NYSE on such date.
•EEQ shareholders will receive 0.2887 common shares of Enbridge per EEQ share, representing a value of US$9.44 per EEQ share based on the closing price of Enbridge common shares on the NYSE on May 16, 2018; equivalent to the closing price of EEQ's common shares on the NYSE on such date.
•Enbridge believes that the proposed exchange ratio for each of EEP and EEQ reflects an appropriate value for their respective securities based on their stand-alone values.
•The proposed EEP merger transaction is subject to the approval of holders of 66?% of the outstanding EEP units. The proposed EEQ merger transaction is subject to the approval of holders of a majority of the outstanding EEQ listed shares, other than Enbridge and its affiliates.



Benefits and Considerations for ENF Shareholders

Enbridge believes ENF's ability to cost-effectively raise capital has deteriorated and that ENF is no longer a cost-efficient sponsored vehicle. Previously, ENF could acquire assets that generate steady cash flow from Enbridge in a manner that was beneficial to both ENF and Enbridge shareholders. However, that is no longer the case. After ENF's current slate of organic growth projects are completed in 2020, its uncompetitive cost of capital will jeopardize its ability to benefit from future organic growth opportunities and inhibit future dividend growth.

If the transaction is successful, buying in ENF, along with the other entities in the underlying structure, will advance Enbridge's simplification strategy and allow ENF shareholders to derive the benefits of a more streamlined Enbridge structure, and to participate in Liquids Pipeline growth within a more diversified asset base. Trading liquidity will be meaningfully enhanced, particularly for institutional holders. Importantly, by exchanging ENF shares for Enbridge common shares, Enbridge believes ENF shareholders will be better positioned for dividend sustainability and growth beyond 2020.

Under today's restructuring proposal:
•ENF shareholders will receive 0.7029 common shares of Enbridge per ENF share, representing a value of CAN$29.38 per ENF share, based on the closing price of Enbridge common shares on the TSX on May 16, 2018, reflecting a 5% premium to the closing price of ENF's common shares on the TSX on May 16, 2018.
•Enbridge believes that the proposed exchange ratio for ENF reflects an attractive premium to its stand-alone value.
•The proposed plan of arrangement transaction is subject to the approval (i) by holders of 66?% of the outstanding ENF shares present in person or by proxy at a meeting of shareholders, and (ii) by holders of a majority of the ENF shares present in person or by proxy at a meeting of shareholders, other than Enbridge, its affiliates and other insiders.