TC Energy : Notice of 2024 Annual and Special Meeting and Notice of Availability of Meeting Materials (Registered Shareholders)

Notice and access

MEETING MATERIALS:

MANAGEMENT INFORMATION CIRCULAR - APRIL 10, 2024 2023 ANNUAL REPORT

We are using 'notice and access' to deliver our Management information circular (circular) dated April 10, 2024 and our 2023 Annual report to you by providing you with electronic access to the documents, instead of mailing paper copies. Notice and access is a more environmentally friendly and cost-conscious way to deliver our meeting materials, reducing paper consumption and printing and mailing costs to shareholders.

Enclosed with this notice you will find a form of proxy so you can vote your shares. See the 'How to vote' section below.

PLEASE REVIEW THE CIRCULAR PRIORTO VOTING YOUR SHARES.

Meeting date and location

WHEN Tuesday, June 4, 2024

8 a.m. MDT

WHERE Virtual-only meeting via live audio webcast online at https://web.lumiagm.com/423961867, password "tc2024" (case sensitive).

See "Attending and Participating in the Meeting" on pages 8 and 9 of the circular, or your form of proxy, for instructions on how to attend the annual and special meeting online.

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ELECTION OF DIRECTORS

Elect the directors who will serve until the end of our next annual shareholder meeting.

APPOINTMENT OF AUDITOR

Appoint KPMG LLP, Chartered Professional Accountants as auditor and authorize the directors to fix their remuneration.

THE ARRANGEMENT RESOLUTION

Approve an arrangement under section 192 of the Canada Business Corporations Act, pursuant to which, among other things, TC Energy shareholders will receive one new common share of TC Energy and 0.2 of a common share in a new public company called "South Bow Corporation" in exchange for each common share of TC Energy held, as set forth in Schedule A of the circular.

THE SOUTH BOW SHAREHOLDER RIGHTS PLAN RESOLUTION

Approve a shareholder rights plan for South Bow Corporation, as set forth in Schedule B of the circular.

ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY ON PAY)

Accept TC Energy's approach to executive compensation, as set forth in the circular.

SHAREHOLDER PROPOSAL

Consider the shareholder proposal, as set forth in Schedule M of the circular.

Pages 36, 41-54

Pages 36-39

Pages 40, 56-94

Pages 40, 95-97

Pages 40, 132-138,147-181

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How to vote

You have options. To vote your shares, use one of the following voting methods (these methods are also outlined on your enclosed form of proxy):

ON THE

Go to investorvote.com

INTERNET

BY

Call 1-866-732-8683

PHONE

Computershare Investor

Services, Inc.

BY MAIL 8th Floor, 100 University Ave

Toronto, ON M5J 2Y1

Attention: Proxy Department

Please note you cannot vote your shares by returning this notice.

To be valid, your form of proxy must be received by 10 a.m. EDT on Friday, May 31, 2024. If the meeting is adjourned or postponed, your form of proxy must be received no less than 48 working hours before the time of the adjourned or postponed meeting.

Questions?

How to request paper copies of the circular and Annual report

As a shareholder, you may request paper copies of the circular and 2023 Annual report by mail, at no cost to you for up to one year beginning April 26, 2024.

To request paper copies before the meeting date, call the number below and, using the control number on your enclosed form of proxy, follow the instructions:

Toll free, within

North America, call:

BY 1-866-962-0498

PHONE

Outside of North America, call: 1-514-982-8716

To ensure you receive the materials in advance of the voting deadline, all requests should be received by 5 p.m. EDT on Friday, May 17, 2024.

Please note you will not be sent another form of proxy, so please retain the one mailed to you to vote your shares.

We also provide paper copies of the circular and 2023 Annual report to shareholders or beneficial owners who have standing instructions to receive, or for who TC Energy has received a request to provide, paper copies of materials.