🔥 What This Document Is

This is South Bow Corporation's Management Information Circular for its 2026 Annual General Meeting (AGM). Think of it as a detailed instruction manual and voter guide sent to shareholders before the big yearly meeting. It explains what will be voted on, provides background on the company and its leaders, and outlines how to participate in the virtual meeting. Its core purpose is to inform your voting decisions.

🏢 What The Company Does

👉 In simple terms, South Bow is a major owner and operator of crude oil pipelines and storage terminals in North America. It was recently spun off from TC Energy in October 2024 to become an independent company.

The Business: They safely transport about 1.25 million barrels of crude oil per day (MMbbl/d) through a network spanning 4,900 km.
The Assets: This includes key pipelines and 7.7 million barrels of tank terminal storage capacity.
The Goal: They connect resilient oil supplies from Western Canada to major demand markets in North America, acting as critical energy infrastructure.
The Spinoff: South Bow was created when TC Energy shareholders approved separating the liquids pipelines business. On October 1, 2024, all assets/liabilities were transferred, and TC Energy shareholders received 0.2 of a South Bow share for each TC Energy share they owned.

📅 Meeting Details & How to Vote

The AGM is a virtual-only meeting held online. You can't attend in person.

Date & Time: May 7, 2026, at 8:00 a.m. Mountain Time.
Location: Online at a specific LUMI platform link (https://meetings.lumiconnect.com/400-256-376-715).
Record Date: You must have owned shares by the close of business on March 9, 2026, to vote.
Voting Deadline: Proxies must be submitted by 8:00 a.m. Mountain Time on May 5, 2026.
How to Vote: Shareholders can vote online, by phone, or by mail. Beneficial shareholders (who own shares through a broker) must follow instructions from their intermediary. The process involves potentially registering a proxyholder to attend and vote on your behalf at the virtual meeting.
Why it matters: This is your chance as a shareholder to have a say in the company's leadership and direction. The virtual format aims for broader, more cost-effective participation.

🗳️ What You're Voting On

Shareholders will vote on three main proposals:

Election of Directors (Item 1): Vote to elect the 11 board nominees. Management recommends a FOR vote for each.
Appointment of Auditors (Item 2): Vote to appoint KPMG LLP as the company's auditor and authorize the board to set their pay. Management recommends a FOR vote.
Executive Compensation (Item 3): A non-binding "say-on-pay" advisory vote to approve the company's approach to executive pay. Management recommends a FOR vote.

👉 The board and management are asking for your support on all three items.

👥 Board Nominees & Governance

The board is the company's governing body. South Bow is nominating 11 directors, 10 of whom are independent.

The Nominees: Hal Kvisle (Board Chair), Chansoo Joung, George Lewis, Leonard Mallett, Robert G. Phillips, Sonya Reed, Shannon Ryhorchuk, Mary Pat Salomone, Frances M. Vallejo, Don Wishart, and Bevin Wirzba (President & CEO).
Board Composition: If elected, the board will have 11 members. 10 are independent, with only the CEO, Bevin Wirzba, being non-independent. The board has four committees: Audit, Governance and Risk, Human Resources, and Safety, Environment and Operations.
Why it matters: A strong, independent board provides oversight and ensures the company is run in the best interests of shareholders. The diversity of experience (finance, operations, legal, HR) among the nominees is key to effective governance.

📊 Company Performance & Strategy

Since its spinoff, South Bow highlights it has delivered on its first-year priorities.

First-Year Success: The company says it established organizational capabilities, maintained safe operations, advanced its first major growth project, and strengthened its financial position.
Capital Allocation: They follow a disciplined approach to spending and investing capital to preserve long-term shareholder value.
Financial Foundation: They operate with an investment-grade debt structure and pay a sustainable base dividend of $2.00 per share. The audited financial statements for 2025 are available for review.
Why it matters: This section tells shareholders that the newly independent company is hitting its initial targets, which builds confidence for future performance and growth.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Critical Infrastructure: Owns and operates essential, long-life energy assets with stable, fee-based cash flows.
Strong Position: Transports a significant volume (1.25 MMbbl/d) from a resilient supply basin.
Clean Start: Launched as an independent, investment-grade company with a clear strategic focus.
Governance: Has a largely independent board with a separate Board Chair and CEO.

⚠️ Risks & Considerations:

Industry Cyclicality: As an energy infrastructure company, its prospects are tied to oil market fundamentals and regional production levels.
Growth Dependence: Future success depends on executing its "first major growth project" and future expansions.
Regulatory & Environmental: Operates in a heavily regulated industry with ongoing environmental and social responsibilities.

💡 Why This Matters: The Bigger Signal

This circular isn't just about one meeting. It’s South Bow's first major report to shareholders as a standalone company. It signals that the spinoff is complete and management is focused on delivering on its promises: safe operations, financial discipline, and disciplined growth. The high level of board independence and the "say-on-pay" vote also emphasize a commitment to strong governance and aligning executive pay with performance.

🧠 The Analogy

Think of South Bow like a major highway system it inherited and now manages independently. This document is the annual "state of the roads" report and the agenda for the owners' meeting. You're being asked to vote on the board of overseers (directors), approve the accounting firm that checks the toll collections (auditors), and give your opinion on how well the highway managers are being paid for their work.

📇 Key Contacts & People

Board Chair: Hal Kvisle
President & CEO: Bevin Wirzba
Investor Relations: [email protected] | 1-844-318-7826
Corporate Secretary: [email protected]
Transfer Agent (for shareholder inquiries/voting): Computershare Investor Services Inc.

🧩 Final Takeaway

This is South Bow's first AGM as an independent company, seeking shareholder approval for its leadership, auditors, and compensation philosophy. The core message is one of a successful launch and a focus on operational excellence and disciplined growth from its position as a key crude oil pipeline operator. Your vote shapes the oversight and direction of this newly independent energy infrastructure business.

South Bow Corp — 6-K Filing