Notice of 2019 Annual Meeting of Shareholders and Proxy Statement

Annual Meeting of Shareholders of Enbridge Inc.

to be held on Wednesday, May 8, 2019

in Calgary, Alberta, Canada

What’s inside

Letter to Shareholders   Dear Shareholder,

We are pleased to invite you to our 2019 Annual Meeting of Shareholders on May 8, 2019 at 1:30 p.m. MDT at the Calgary Marriott Downtown Hotel, 110-9th Avenue S.E., Calgary, Alberta. The meeting will also be available to all stakeholders by audio webcast at Enbridge.com.

We’ve had a busy, productive year executing the priorities we discussed with shareholders last year. We accomplished these priorities while providing safe, reliable energy that our customers want and need, which has always been and will continue to be our first priority.

This meeting is an opportunity to for us to talk with you about the progress on our strategies and our vision to be the leading energy delivery company in North America. We look forward to your questions and the discussion.

We delivered very strong financial and operating results this year and we increased our dividend again by 10%. We delivered on a major priority of selling non-core assets that allows us to focus on a pure pipeline and utility business model, which features three premium, low-risk energy infrastructure businesses. We exited the year with a strong balance sheet, greater financial flexibility and a much simpler corporate structure. We’re pleased with our position and we remain focused on extending our track record of success.

The board is ultimately responsible for governance and stewardship of your company. Inside this document you’ll find information on how the board oversees strategy and the management of financial, commercial, environmental and social risks and opportunities facing our business. We’ve outlined highlights of the duties and responsibilities of each of our five standing board committees and how they were carried out over the year.

You’ll also find information on our director nominees, our auditors, the approval of our long term incentive plan and ratification of grants of stock options thereunder, executive compensation, and how the board of directors receives input from shareholders on these matters, including our “say on pay” advisory vote.

On behalf of the board and management, we would like to welcome two new directors who were appointed in February 2019. Teresa Madden brings more than 30 years of power and utility industry and financial experience to the board. Susan Cunningham brings more than 35 years of oil and gas industry experience to the board. Our formal diversity policy highlights the importance we place on differences in skills, experience and diversity considerations such as gender, age and ethnicity. With the appointment of Mses. Madden and Cunningham, five of our 13 directors (38% and 50% of our 10 independent directors) are women.

On behalf of the board and management, we would like to thank Michael McShane, who retired from the board this past year, and Clarence Cazalot, who is not standing for re-election as a director and will be retiring at this year’s meeting, for their valuable contributions as directors.

We encourage you to take time to review this document and vote your shares, either by proxy or by attending the meeting in person.

On behalf of the board and management, thank you for your continued confidence in Enbridge Inc.

Sincerely,

Calgary, Alberta

March 13, 2019

Enbridge Inc. 2019 Proxy Statement

Notice of 2019 annual

Meeting of shareholders

Tyler W. Robinson

Vice President & Corporate Secretary and Chief Compliance Officer

Calgary, Alberta

March 4, 2019

2019 Proxy Statement Enbridge Inc.

Proxy Statement

Proxy Statement summary

In this summary, we highlight certain information you will find in this Proxy Statement. This summary does not contain all of the information that you should consider. Please review the entire Proxy Statement carefully before casting your vote.

Enbridge 2019 annual meeting of shareholders

The 12 nominated directors receiving the highest number of “FOR” votes duly cast at the Meeting will be duly elected to the Board. Each of Items 2, 3 and 4 above must receive an affirmative majority of votes duly cast at the Meeting to be approved.

Director nominees

The following table provides summary information about each nominee director. For more detailed information on director nominees, see “Director profiles” beginning on page 9.

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Corporate governance highlights

We are committed to strong and sustainable corporate governance, which promotes the long-term interests of our shareholders, strengthens the Board and management accountability and helps build public trust in Enbridge. Highlights of our strong corporate governance include:

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About this Proxy Statement

This management information circular and proxy statement (the “Proxy Statement”), including all appendices hereto, is being furnished in connection with the solicitation of proxies by or on behalf of management of Enbridge Inc. (“Enbridge”) for use at the annual meeting (the “Meeting”) of the shareholders of Enbridge to be held at the Kensington Room, Calgary Marriott Downtown Hotel, 110-9th Avenue S.E., Calgary, Alberta, Canada T2G 5A6 on May 8, 2019 at 1:30 p.m. (MDT), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting.

We expect that the solicitation of proxies will be by mail. Proxies may also be solicited personally, by telephone, e-mail, Internet, facsimile or other means of communication by officers, employees and agents of Enbridge. The cost of solicitation will be borne by Enbridge.

As of January 1, 2018, Enbridge is no longer considered a “foreign private issuer” pursuant to applicable US securities laws. Accordingly, this Proxy Statement has been prepared in compliance with the disclosure requirements under the rules of the US Securities and Exchange Commission (the “SEC”) applicable to US domestic issuers, as well as applicable Canadian disclosure requirements.

We are providing access to this Proxy Statement and our annual report on Form 10-K for the fiscal year ended December 31, 2018 (collectively, the “proxy materials”) via the Internet using the US “notice and access” system.

On or about March 27, 2019, we expect to mail a Notice Regarding Internet Availability of Proxy Materials (the “Notice”) to all holders of record of our common shares as of March 11, 2019, and to post the proxy materials on the website referenced in the Notice (www.envisionreports.com/ENB2019). In the case of beneficial owners of these securities, the Notice is being sent indirectly through such shareholders’ or unitholders’ brokers or other intermediaries. We intend to reimburse these brokers or other intermediaries for permitted fees and costs incurred by them in mailing the Notice to beneficial owners of securities.

As more fully described in the Notice, all holders of common shares may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

In this Proxy Statement, “you” and “your” mean holders of common shares of Enbridge Inc. (“Enbridge shares” or “common shares”). “We”, “us”, “our”, “company” and “Enbridge” mean Enbridge Inc. “Board of Directors” or “Board” means the Board of Directors of Enbridge. All dollar amounts are in United States of America (“US”) dollars (“US$” or “$”) unless stated otherwise. “C$” means Canadian dollars. Unless stated otherwise, information in this Proxy Statement is given as of March 4, 2019, the date of this Proxy Statement.

Information contained on or otherwise accessible through Enbridge’s website and other websites, though referenced herein, does not form part of and is not incorporated by reference into this Proxy Statement.

Meeting information

Meeting date, time and location

May 8, 2019 at 1:30 p.m. (Mountain Daylight Time)

Kensington Room, Calgary Marriott Downtown Hotel

110-9th Avenue S.E.

Calgary, Alberta, Canada T2G 5A6

Live audio webcast

We will be broadcasting a live audio webcast of our Meeting. Be sure to check our website closer to the Meeting date for details. We will also post a recording of the Meeting on our website after we hold it.

We need a quorum

We need a quorum to hold the Meeting and transact business. This means at least three persons holding, or representing by proxy, at least 25% of the total number of issued and outstanding Enbridge shares. If you submit a properly executed proxy card or vote by telephone or the Internet, you will be considered part of the quorum.

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Voting information

Please carefully read this section, as it contains important information regarding how to vote your Enbridge shares. Enbridge has sent or caused to be sent forms of proxy to our registered shareholders and voting instruction forms to our non-registered shareholders.

Who can attend the Meeting and vote?

The Board has fixed March 11, 2019 as the record date for the purpose of determining shareholders entitled to receive the Notice of Meeting and to vote at the Meeting or any adjournment or postponement thereof, either in person or by proxy. Only holders of common shares at 5:00 p.m. (Eastern Daylight Time) on the record date are entitled to vote at the Meeting. Our authorized share capital consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series. Preference shares do not have voting rights. Each holder of common shares is entitled to one vote for each common share held.

You must be registered to be admitted to the Meeting

Registration will take place outside of the Kensington Room at the Calgary Marriott Downtown Hotel, Calgary, Alberta, Canada, beginning at 12:30 p.m. MDT, one hour before the Meeting begins. Registered shareholders who hold their common shares in their own name in the form of a share certificate, or through the direct registration system (“DRS”) on the records of the transfer agent in electronic form, will be required to register with our registrar and transfer agent, Computershare Trust Company of Canada (“Transfer Agent”). Beneficial shareholders who hold their common shares through a broker, bank, trustee or nominee will be required to register with Broadridge Investor Communication Solutions, Inc. All shareholders should be prepared to present valid photo identification, such as a driver’s licence, passport or other government-issued identification. Cameras and recording devices will not be permitted in the Meeting. For the safety and security of all those in attendance, all bags are subject to search and you may be required to check your bag prior to being admitted into the Meeting.

Who is soliciting my proxy?

Management of Enbridge is soliciting your proxy in connection with this Proxy Statement and the Meeting. The cost of this solicitation will be borne by the company. Proxies will be solicited by mail, in person, by telephone or by electronic communications. To encourage you to vote, Enbridge employees may contact you in person or by phone. We pay for the cost of soliciting your vote and our employees do not receive a commission or any other form of compensation for it.

Voting recommendations

The Board recommends that you vote:

Voting by management proxyholders and exercise of discretion

If you appoint Al Monaco, our President & Chief Executive Officer, and Gregory L. Ebel, our Chair of the Board (the “Enbridge proxyholders”) to act and vote on your behalf at the Meeting, as provided in the proxy card or voting instruction form, but do not indicate how you want to vote your common shares, the Enbridge proxyholders will vote as the Board of Directors recommends and as set out immediately above under “Voting recommendations”.

The proxy card or voting instruction form also confers discretionary authority on the person or persons named to vote on any amendment or variation to the matters identified in the notice of Meeting and on any other matter properly coming before the Meeting. As at the date of this Proxy Statement, management is not aware of any such amendment, variation or other matter. If, however, any such amendment, variation or other matter properly comes before the Meeting, proxies will be voted at the discretion of the person or persons named on the proxy card or voting instruction form. If you appoint a proxyholder other than the Enbridge proxyholders, please make them aware and ensure they will attend the Meeting for the vote to count.

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How to vote

What is the difference between a registered shareholder and a beneficial owner?

You are a registered shareholder if your common shares are registered directly in your name with our Transfer Agent. You may hold your common shares in the form of a physical share certificate or through the direct registration system (DRS) on the records of the Transfer Agent in electronic form.

What does it mean if I receive more than one Notice, proxy card or voting instruction form?

If you receive more than one Notice, proxy card or voting instruction form, it means that you have multiple accounts with brokers or other nominees or with the Transfer Agent, as applicable, through which you hold common shares. The voting process is different for registered shareholders and beneficial owners. Please follow the instructions carefully and vote or provide voting instructions for all of the common shares you own.

I am a registered shareholder – How do I vote?

Registered shareholders have two ways to vote: by proxy before the Meeting or by attending the Meeting and voting in person.

Voting by proxy is the easiest way to vote. It means you are giving someone else the authority to attend the Meeting and vote on your behalf (called your “proxyholder”).

Al Monaco, our President & Chief Executive Officer, and Gregory L. Ebel, our Chair of the Board, have agreed to act as the Enbridge proxyholders. Proxyholders must vote your common shares according to your instructions, including on any ballot that may be called. If there are changes to the items of business or new items properly come before the Meeting, a proxyholder can vote as he or she sees fit.

You can appoint someone else to be your proxyholder. This person does not need to be a shareholder. To do so, do not check the names of the Enbridge proxyholders on your proxy form. Instead, print the name of the person you want to act on your behalf. If you appoint someone other than the Enbridge proxyholders, please make them aware and ensure they will attend the Meeting for the vote to count. Your proxyholder will need to register with our Transfer Agent, when they arrive at the Meeting.

There are three ways to vote by proxy before the Meeting:

Proxies, whether submitted through the Internet or by telephone or mail as described above, must be received by the Transfer Agent by 1:30 p.m. MDT on May 6, 2019. If the Meeting is postponed or adjourned, your instructions must be received not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) before the time the Meeting is reconvened. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

If you are a registered shareholder, contact Computershare Trust Company of Canada, our Transfer Agent, at 1-866-276-9479 (toll free in North America) or 1-514-982-8696 (outside North America), for any voting questions.

I am a beneficial owner – How do I vote?

Beneficial owners have two ways to vote: by voting instructions before the Meeting or by attending the Meeting and voting in person.

Beneficial owners will receive a Notice indirectly through their broker or other intermediary. The Notice contains instructions on how to access our proxy materials and vote online. You should follow the voting instructions of your

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broker or other intermediary. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out in this Proxy Statement. You should contact your broker or intermediary for further details.

Without specific instructions, Canadian brokers and their agents or nominees are prohibited from voting common shares for the broker’s client. Without specific instructions, U.S. brokers and their agents or nominees are prohibited from voting common shares for the broker’s client with respect to “non-routine” matters, including the election of directors, the approval of the 2019 Long Term Incentive Plan and the ratification of the grants of stock options thereunder and the non-binding advisory vote to approve compensation of NEOs (as defined below), but may vote such common shares with respect to “routine” matters, including the appointment of an auditor. When a broker is unable to vote on a proposal because it is non-routine and the owner of the common shares does not provide voting instructions, a “broker non-vote” occurs. Broker non-votes have no effect on the vote on such a proposal because they are not considered present and entitled to vote.

If you are a beneficial owner, contact your broker or nominee for any voting questions.

How can I vote in person at the Meeting?

Common shares that are registered directly in your name may be voted in person at the Meeting. When you arrive at the Meeting, please let our representatives know you are a registered shareholder and they will direct you to the Transfer Agent’s table to register. In addition, you have the right to appoint some other person of your choice as a proxyholder, who need not be a shareholder, to attend and act on your behalf at the Meeting. To do so, insert the name of your chosen proxyholder in the space provided on the proxy card.

If you are a beneficial owner and you wish to vote those common shares in person at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds your common shares to obtain the necessary proxy, and bring that proxy to the Meeting with you. You will not be able to vote without the necessary proxy. When you arrive at the Meeting, please let our representatives know you are a beneficial owner and they will direct you to the Broadridge Investor Communication Corporation table to register.

How can I change or revoke my vote?

If you are a registered shareholder, you may change a vote you made by proxy by voting again by any of the means, and by the deadlines, described above under “I am a registered shareholder – How do I vote?” Your new instructions will revoke your earlier instructions.

If you are a registered shareholder and you voted by proxy, you can revoke your voting instructions by:

If you are a beneficial owner, contact your broker or nominee to find out how to change or revoke your vote and the timing requirements, or for other voting questions. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the proxy card or voting instruction form, to ensure it is given effect at the Meeting.

What is the voting deadline?

To be effective, your proxy must be received by 1:30 p.m. MDT on May 6, 2019 regardless of the voting method you choose. If the Meeting is postponed or adjourned, your instructions must be received not later than 48 hours (excluding, Saturdays, Sundays and statutory holidays in the Province of Alberta) before the time the Meeting is reconvened. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

The company reminds shareholders that only the most recently dated voting instructions will be counted and any prior dated instructions will be disregarded.

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Employee savings plan voting information

If you participate in the Enbridge Employees’ Savings Plan and have Enbridge shares under this plan, you have the right to provide voting directions to the plan trustee for those Enbridge shares. Enbridge shares held by plan participants will be voted in accordance with the instructions received from the plan participant. If you elect not to provide voting directions to the plan trustee, the Enbridge shares that you beneficially own under the plan will not be voted.

If you participate in the Enbridge Employee Services, Inc. Employees’ Savings Plan or the Employees’ Investment Plan of St. Lawrence Gas, you have the right to provide voting directions to the applicable plan trustee for those Enbridge shares that are allocated to your plan account. If you elect not to provide voting directions to the applicable plan trustee, the Enbridge shares that you beneficially own under the plan will not be voted.

Because the voting instructions from plan participants must be processed so that the trustees can vote before proxy cut-off on May 6, 2019, plan participants will have an earlier voting deadline than May 6, 2019. Please refer to your Notice or voting instruction form for details of the cut-off applicable to each plan.

How will votes be tabulated?

Proxies will be counted and tabulated by the Transfer Agent. Proxies will be submitted to management where they contain comments clearly intended for management or to meet legal requirements.

How do I contact the Transfer Agent?

Registered shareholders may contact Computershare Trust Company of Canada, our Transfer Agent, at 1-866-276-9479 (toll free in North America) or 1-514-982-8696 (outside North America), for any voting questions.

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Business of the Meeting

Financial statements

Our audited consolidated financial statements for the year ended December 31, 2018 and the report of the auditors thereon will be provided before the Meeting. You can view, download or request a copy of our 2018 annual report by following the instructions on the Notice. You can also view or download a copy from our website (www.enbridge.com), or you can request a copy from our Investor Relations department using the contact information on page 61. The annual report is also available at www.sedar.com.

ITEM 1: Election of directors

Shareholders elect directors to the Board for a term of one year, until the end of the next annual meeting. Twelve directors will be elected at the Meeting, and 12 of our 13 incumbent directors are nominated for election or re-election, as applicable. On March 12, 2019, Clarence P. Cazalot, Jr. notified us that he will not stand for re-election and will retire at the end of the Meeting.

All of the directors standing for election or re-election are independent, as applicable, except for Al Monaco, our President & Chief Executive Officer, Gregory L. Ebel, our non-executive Chair of the Board and the former Chairman, President and Chief Executive Officer of Spectra Energy Corp (“Spectra Energy”), and Mr. Tutcher. There is no family relationship between any of the nominated directors or executive officers.

You may vote for all 12 of the nominated directors, vote for some and withhold your vote for others, or withhold your votes for all of them. Unless you instruct otherwise, the Enbridge proxyholders will vote for electing each of the nominated directors.

As at the date of this Proxy Statement, the company has received no notice of any other proposed director nominees. Any such nominations would need to be made in accordance with our By-law No. 2. See “Advance Notice By-law” on page 35 of this Proxy Statement for details.

Vote required for approval:

The 12 nominees receiving the highest number of FOR votes duly cast at the Meeting will be elected to the Board.

Majority voting policy

Enbridge’s Corporate Governance Principles and Guidelines contain our majority voting policy. Any nominee for director in an uncontested election who receives more withheld votes than for votes (i.e., the nominee is not elected by at least a majority of 50% + 1 vote), will immediately tender their resignation and will not participate in any meeting of the Board or any committee thereof at which the resignation is considered. The Board, on the recommendation of the Governance Committee, will determine whether or not to accept the resignation within 90 days after the date of the meeting, and will accept the resignation absent exceptional circumstances. Enbridge will promptly issue a news release with the Board’s decision, a copy of which will be provided to the Toronto Stock Exchange, and if the Board determines not to accept a resignation, the news release will state the reasons for that decision. The director’s resignation will be effective when accepted by the Board. If the Board accepts the director’s resignation, it can appoint a new director to fill the vacancy. Enbridge’s Corporate Governance Principles and Guidelines are available on our website (www.enbridge.com).

Board composition

A snapshot of our Board’s composition is illustrated below:

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Nominees for election to the Board

Director profiles

The profiles that follow provide information about the nominated directors, including their backgrounds, experience, current directorships, Enbridge securities held and the Board committees they sit on. Additional information regarding skills and experience of our directors can be found beginning on page 20.

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Private means a corporation or trust that is not a reporting issuer or registrant.

Not-for-profit means a corporation, society or other entity organized for a charitable, civil or other social purpose which does not generate profits for its members.

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Retiring director

Clarence P. Cazalot, Jr. is not standing for re-election as a director of Enbridge and will retire at the end of the Meeting. Mr. Cazalot is 68 years old and has served on our Board since February 2017, prior to which he was a director of Spectra Energy. Mr. Cazalot is the retired Executive Chairman, President and Chief Executive Officer of Marathon Oil Corporation (“Marathon”) (public exploration and production company). He was Executive Chairman of Marathon from August 2013 to December 2013; Chairman from 2011 to 2013; and President, Chief Executive Officer and director from 2002 to August 2013. From 2000 to 2001, he served as Vice Chairman of USX Corporation and President of Marathon. Mr. Cazalot held various executive positions with Texaco Inc. from 1972 to 2000. He is a member of the Advisory Board of the James A. Baker III Institute for Public Policy, the Board of Visitors of the University of Texas M.D. Anderson Cancer Center, the Memorial Hermann Health Systems Board and the LSU Foundation. Mr. Cazalot holds a BS (Bachelor of Science in Geology) from Louisiana State University, Baton Rouge, an honorary PhD (Doctor of Philosophy, Humane Letters) from Louisiana State University and an honorary PhD (Doctor of Philosophy, Engineering) from Colorado School of Mines. Mr. Cazalot’s other public company board and committee memberships are as follows:

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Director independence

Current Board committee participation

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Board and Board committee meetings in 2018

Director attendance in 2018