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CU Inc. — Annual Report 2024
Apr 1, 2025
44857_rns_2025-03-31_fb842e25-03da-43af-b088-ac3aa6a8c15c.pdf
Annual Report
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CU INC.
ANNUAL INFORMATION FORM
FOR THE YEAR ENDED DECEMBER 31, 2024
March 31, 2025
This Annual Information Form (AIF) is meant to help readers understand the business and operations of CU Inc. (our, we, us, the Company, or the Corporation). Unless otherwise noted, the information contained within this AIF is presented as at December 31, 2024.
The Company is controlled by Canadian Utilities Limited (Canadian Utilities or CU), which in turn is controlled by ATCO Ltd. (ATCO) and its controlling share owners, Sentgraf Enterprises Ltd. and its controlling share owner, the Southern family. Terms used throughout this AIF are defined in the Glossary at the end of this document.
TABLE OF CONTENTS
| TABLE OF CONTENTS | |
|---|---|
| Page | |
| Corporate Structure ............................................................................................................................................................................ | 2 |
| Business Description ........................................................................................................................................................................... | 2 |
| Electricity ......................................................................................................................................................................................... | 3 |
| Natural Gas ..................................................................................................................................................................................... | 6 |
| Regulatory Information ................................................................................................................................................................... | 7 |
| Three Year History .............................................................................................................................................................................. | 8 |
| Revenue Summary ......................................................................................................................................................................... | 8 |
| Electricity ......................................................................................................................................................................................... | 8 |
| Natural Gas ..................................................................................................................................................................................... | 9 |
| Corporate & Other .......................................................................................................................................................................... | 9 |
| Employee Information ......................................................................................................................................................................... | 10 |
| Environmental Protection ................................................................................................................................................................... | 10 |
| Sustainability, Climate Change and Energy Transition .................................................................................................................... | 11 |
| Policy and Regulatory Updates .......................................................................................................................................................... | 11 |
| Business Risks and Risk Management .............................................................................................................................................. | 11 |
| Intangibles ............................................................................................................................................................................................ | 11 |
| Dividends .............................................................................................................................................................................................. | 12 |
| Capital Structure .................................................................................................................................................................................. | 12 |
| Credit Ratings ...................................................................................................................................................................................... | 14 |
| Market for Securities of the Company .............................................................................................................................................. | 15 |
| Directors and Executive Officers ....................................................................................................................................................... | 16 |
| Voting Securities and Principal Holder Thereof ................................................................................................................................ | 18 |
| Transfer Agent and Registrar ............................................................................................................................................................. | 19 |
| Legal Proceedings and Regulatory Actions ...................................................................................................................................... | 19 |
| Material Contracts ............................................................................................................................................................................... | 19 |
| Interests of Experts ............................................................................................................................................................................. | 19 |
| Forward-Looking Information ............................................................................................................................................................ | 19 |
| Additional Information ......................................................................................................................................................................... | 21 |
| Glossary ................................................................................................................................................................................................ | 22 |
1 CU INC. 2024 ANNUAL INFORMATION FORM
CORPORATE STRUCTURE
CU Inc. was incorporated under the Canada Business Corporations Act on March 12, 1999. The address of the head office and registered office of the Company is 4th Floor, West Building, 5302 Forand Street S.W., Calgary, Alberta, T3E 8B4.
SIMPLIFIED INTERCORPORATE RELATIONSHIPS
CU Inc. is a wholly-owned subsidiary of Canadian Utilities Limited, an ATCO company. CU Inc. is an Alberta-based corporation with 3,704 employees and assets of $19 billion comprised of rate regulated utility operations in electricity and natural gas transmission and distribution (the Utilities). More information about CU Inc. can be found on the Canadian Utilities Limited website at www.canadianutilities.com.
The following chart includes the names of the Companyʼs principal business units, as well as the principal subsidiaries comprising the business units, and the jurisdictions in which they are governed. The chart also shows the percentages of such subsidiaries' shares the Company beneficially owns, controls or directs, either directly or indirectly.
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(1) The organizational chart does not include all of the subsidiaries of the Company. The assets and revenues of excluded subsidiaries in the aggregate did not exceed 20 per cent of the total consolidated assets or total consolidated revenues of the Company as at December 31, 2024.
(2) ATCO Electric Ltd. includes Electricity Distribution and Electricity Transmission.
(3) ATCO Gas and Pipelines Ltd. includes Natural Gas Distribution and Natural Gas Transmission.
BUSINESS DESCRIPTION
OVERVIEW
The activities of the Company are conducted through two regulated business units within western and northern Canada: Electricity, which includes Electricity Distribution and Transmission, and Natural Gas, which includes Natural Gas Distribution and Transmission.
The Utilities' value proposition is delivering essential energy for an evolving world that requires more energy to provide quality of life to a growing population, advance economies and power industry. Our customers need resilient and reliable services that are balanced with sustainability and affordability. We safely deliver this reliable and affordable energy by actively leading and constructively participating in a responsible and equitable energy transition, investing to serve the evolving needs of our
CU INC. 2024 ANNUAL INFORMATION FORM 2
customers, being a trusted partner, and providing the integral energy infrastructure required for the expanding population and industry.
COMPETITIVE ENVIRONMENT
The utility industry is evolving with an increasing focus on climate-adaptation, decarbonization, digitalization and decentralization in response to our customers' and other stakeholders' expectations. Evolving regulations and continued growth of both industry and residential customers in our service territories present the Company with opportunities, which it is well positioned to pursue.
The majority of our assets are located in Alberta, Canada, where the Utilities' businesses are established and trusted with over 100 years of operations that have involved numerous regulatory and policy changes; this experience provides us an advantage over our peers in the jurisdictions where we operate.
SEASONALITY
Our Utilities businesses tend to be cyclical due to the nature of electrical generation and natural gas usage, including the fluctuations of customer demands based on both seasonal patterns and annual weather variation, particularly during the winter heating season. Due to these fluctuations, the annualized individual quarterly revenues and earnings are not indicative of our annual results. For example, Natural Gas Distribution's customer rates are based on a forecast of normal temperatures, and these seasonal patterns may result in more or less revenue being recovered from customers than forecasted. Revenues above or below normal temperatures in the current period are refunded to or recovered from customers in future periods.
ELECTRICITY BUSINESS UNIT
ELECTRICITY DISTRIBUTION AND TRANSMISSION
The following map shows the areas served by Electricity Distribution and Electricity Transmission, as well as the locations of electricity generation owned or operated by Electricity Distribution and Transmission, in western and northern Canada.
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3 CU INC. 2024 ANNUAL INFORMATION FORM
Electricity Distribution and Transmission transmit and deliver electricity to approximately 240 communities and rural areas in Northern and Central East Alberta. Among those served are the communities of Drumheller, Grande Prairie, and Fort McMurray, as well as areas near Fort McMurray, Cold Lake and Peace River. Electricity utility service is also provided to three communities in Saskatchewan, including Lloydminster. Electricity Distribution and Transmission is headquartered in Edmonton and has 34 offices throughout its service area.
The Yukon Electrical Company Limited (ATCO Electric Yukon (AEY)) serves 19 communities in the Yukon, including the capital city of Whitehorse, and one community in British Columbia. Northland Utilities Enterprises Ltd. (NUE) is a 50/50 partnership between a subsidiary of the Company and Denendeh Investments Incorporated, which represents the 27 Dene First Nations of the Northwest Territories. NUE has two operating subsidiaries: Northland Utilities (NWT) Limited (operating as Naka Power Utilities (NWT)) and Northland Utilities (Yellowknife) Limited (operating as Naka Power Utilities (Yellowknife)) (collectively, Naka Power Utilities). Naka Power Utilities serve nine communities in the Northwest Territories, including the capital city of Yellowknife.
Electricity Distribution and Transmission and its subsidiaries, AEY and NUE, provide service to approximately 265,000 customers. Electricity Distribution and Transmission have been assigned approximately 65 per cent of the designated service area within Alberta. This service area contains approximately 13 per cent of the provincial electrical load and 12 per cent of the population.
The average monthly number of customers served by Electricity Distribution and Transmission, AEY, and NUE in 2024 and 2023 is shown below.
| 2024 | 2023 | |||
|---|---|---|---|---|
| Number | % | Number | % | |
| Residential | 187,938 | 71 | 187,041 | 71 |
| Commercial | 35,274 | 13 | 35,155 | 13 |
| Industrial | 9,110 | 4 | 9,264 | 4 |
| Rural,REA and other | 32,439 | 12 | 32,420 | 12 |
| Total | 264,761 | 100 | 263,880 | 100 |
Electricity distributed to the various classes of customers in 2024 and 2023 is shown below.
| 2024 | 2023 | |||
|---|---|---|---|---|
| GWh | % | GWh | % | |
| Residential | 1,366 | 11 | 1,321 | 11 |
| Commercial | 2,318 | 19 | 2,297 | 19 |
| Industrial | 8,187 | 66 | 7,822 | 66 |
| Rural,REA and other | 525 | 4 | 511 | 4 |
| Total | 12,396 | 100 | 11,951 | 100 |
Electricity Distribution and Transmission, AEY, and NUE own and operate extensive electricity transmission and distribution systems. The systems consist of approximately 11,200-km of transmission lines and approximately 60,300-km of distribution lines. In addition, Electricity Distribution and Transmission deliver power to, and operate approximately 3,500-km of distribution lines owned by Rural Electrification Associations (REA).
Electricity Distribution and Transmission, AEY, and NUE distribute electricity to incorporated communities under the authority of franchises or by-laws. In rural areas, electricity is distributed by approvals, permits or orders under applicable statutes.
The franchises under which service is provided in incorporated communities in Alberta and the Northwest Territories have been granted for up to 20 years. These franchises are exclusive to Electricity Distribution and Transmission and NUE, and are renewable by agreement. If any franchise is not renewed, it remains in effect until either party, with the approval of the regulatory authority, terminates it on six months written notice.
On termination of a franchise, the municipality may purchase the facilities used under that franchise at a price to be agreed on or, failing agreement, to be determined by the regulatory authority. The franchise under which service is provided in the Yukon was granted under the Public Utilities Act (Yukon) and has no set expiry date.
Under the Electric Utilities Act (Alberta) (EUA), wholesale tariffs for electricity transmission must be approved by the Alberta Utilities Commission (AUC). Transmission tariffs allow any owner of a generating unit to access the Alberta transmission
CU INC. 2024 ANNUAL INFORMATION FORM 4
system and thus facilitate the sale of its power. The same transmission tariff is charged to each distribution utility or customer directly connected to the transmission system, regardless of location.
Transmission costs are equalized by having each owner of transmission facilities charge its costs to the Alberta Electric System Operator (AESO). The AESO then aggregates these costs and charges a common transmission rate to all transmission system users.
The Transmission Regulation under the EUA stipulates that new transmission projects will be assigned to transmission facility owners based on the service areas of the distribution companies they have been historically affiliated with. Facilities ownership will change at service area boundaries, except where, in the AESO's opinion, only a small portion of the project is in another service area. This rule applies to all transmission projects except inter-provincial inter-tie projects and those deemed "critical" by the Government of Alberta.
Alberta PowerLine
CU Inc. is the operator of Alberta PowerLine (APL) under a 35-year contract ending in 2054. APL owns a 500-km, 500-kV electricity transmission line running from Wabamun, Alberta to Fort McMurray, Alberta. APL is 60 per cent owned by TD Asset Management Inc. for and on behalf of TD Greystone Infrastructure Fund (Global Master) L.P., and IST3 Investment Foundation acting on behalf of its investment group IST3 Infrastruktur Global. The other 40 per cent is owned by seven Indigenous communities in Alberta: Athabasca Chipewyan First Nation, Bigstone Cree Nation, Gunn Metis Local 55, Mikisew Cree First Nation, by way of its business arm, the Mikisew Group of Companies, Paul First Nation, Sawridge First Nation and Sucker Creek First Nation.
Electricity Generation
Hydroelectric, Solar Generation and Diesel
Electricity Distribution and Transmission owns or operates 2 hydroelectric plants, 14 solar sites, and 20 diesel-generating plants and 6 mobile generating units, with an aggregate nameplate capacity of 48-MW in Alberta, the Yukon and Northwest Territories. Additionally, the Company has leased three mobile diesel units to supplement hydroelectrical power generation in the NWT regions which could potentially add 5-MW of generation. These amounts are not included in the 48-MW.
The hydroelectric assets include one facility in Whitehorse, Yukon, and one in Jasper, Alberta, that each generate 1.4-MW of hydroelectric power. The solar sites in Alberta include rooftop and ground mounted solar sites, including the Fort Chipewyan Solar Project, the largest off-grid solar project in Canada, and Old Crow Solar project, the most northerly off-grid solar project in Canada. The diesel sites are spread throughout the Yukon, Northwest Territories and Alberta and serve remote communities that are not connected to the grid.
Electricity Distribution and Transmission continue to advance their strategy to enable renewable energy generation and delivery while supporting their customersʼ energy needs.
ELECTRIC VEHICLE INPUT CHARGING STATIONS
Electric vehicle (EV) fast charging stations provide end-users an opportunity to replace liquid fuel with a low-carbon emitting energy. To date, Canadian Utilities has installed a total of 25 public fast EV charging stations.
5 CU INC. 2024 ANNUAL INFORMATION FORM
NATURAL GAS BUSINESS UNIT
The following map shows the areas served by Natural Gas Distribution and Natural Gas Transmission in Alberta.
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NATURAL GAS DISTRIBUTION
Natural Gas Distribution delivers natural gas throughout Alberta and in the Lloydminster area of Saskatchewan and serves approximately 1.3 million customers in 302 communities.
Natural Gas Distribution's principal markets for distributing natural gas are in the Alberta communities of Edmonton, Calgary, Airdrie, Cochrane, Fort McMurray, Grande Prairie, Lethbridge, Red Deer, Spruce Grove, St. Albert and Sherwood Park. Approximately 76 per cent of Natural Gas Distribution's customers were located in these 11 communities in 2024. The remaining customers are located in 291 smaller and rural communities.
The average monthly number of customers served by Natural Gas Distribution in 2024 and 2023 is shown below.
| 2024 | 2023 | |||
|---|---|---|---|---|
| Number | % | Number | % | |
| Residential | 1,206,668 | 92 | 1,185,527 | 92 |
| Commercial | 104,913 | 8 | 103,833 | 8 |
| Industrial | 341 | — | 341 | — |
| Other | 697 | — | 711 | — |
| Total | 1,312,619 | 100 | 1,290,412 | 100 |
The quantity of natural gas distributed by Natural Gas Distribution in 2024 and 2023 is shown below.
| 2024 | 2023 | |||
|---|---|---|---|---|
| PJ | % | PJ | % | |
| Residential | 124.0 | 46 | 112.2 | 45 |
| Commercial | 130.3 | 48 | 123.1 | 49 |
| Industrial | 16.6 | 6 | 14.4 | 6 |
| Other | 0.2 | — | 0.3 | — |
| Total | 271.1 | 100 | 250.0 | 100 |
CU INC. 2024 ANNUAL INFORMATION FORM 6
Natural Gas Distribution owns and operates approximately 42,000-km of distribution mains. It also owns service and maintenance facilities in major centres in Alberta.
Natural Gas Distribution delivers natural gas in incorporated communities under the authority of franchises or by-laws and in rural areas under approvals, permits or orders issued through applicable statutes. It currently has 169 gas distribution franchise agreements with municipalities throughout Alberta. A gas franchise agreement provides the Company the exclusive right to provide distribution service to the residents of the municipality, as well as the right to use the municipalityʼs property for the construction, operation and extension of the utility. In return, the municipality receives the assurance that distribution utility service will be provided to its residents. The municipality also could receive a franchise fee (in consideration for the exclusivity provided and historically in lieu of property tax) of up to 35 per cent of revenues derived from delivering gas to the municipality.
The term of each franchise agreement is between 10 and 20 years, unless renewed by mutual agreement for up to 20 years. The 20-year renewal limit is stipulated by the Municipal Government Act (MGA). When the term of a franchise agreement expires, the agreement remains in effect until renewed or until either party, with the approval of the prevailing regulatory authority, terminates it on six monthsʼ written notice. On termination, the municipality may purchase the facilities used in connection with that franchise at a price to be agreed on or, failing agreement, to be determined by the prevailing regulatory authority.
In Edmonton, distribution of natural gas is carried out under the authority of a 20-year franchise agreement that will expire on July 30, 2030.
In Calgary, the distribution of natural gas historically operated under a municipal by-law. The Utilities Affordability Statues Amendment Act, 2024 made changes to various statutes governing municipal franchise agreements in Alberta, including the MGA and the Gas Utilities Act (GUA), including providing that all privileges and franchises previously granted by a municipality within Alberta to an owner of a gas utility will terminate on March 17, 2025, unless they are resubmitted and approved by the AUC before that date. As a result, ATCO Gas and Pipelines and the City of Calgary have agreed to enter into a Franchise Agreement under section 45 of the MGA for a term of 20 years, commencing on March 1, 2025. The parties are currently in the process of obtaining AUC approval.
Hydrogen Blending Project
The advancement of hydrogen production in the province creates additional opportunities related to blending within existing natural gas infrastructure. CU Inc. has proposed projects that reinforce the safe use of hydrogen. These opportunities are expected to contribute to system decarbonization, investment, and help support provincial and federal emissions targets.
NATURAL GAS TRANSMISSION
Natural Gas Transmission owns and operates natural gas transmission pipelines and facilities in Alberta. The business receives natural gas on its pipeline system from various gas processing plants as well as from connections with other natural gas transmission systems. The business transports the gas to end users within the province such as local distribution utilities and industrial customers, or to other transmission pipeline systems, primarily for export out of the province.
Natural Gas Transmission owns and operates an extensive natural gas transmission system. The system currently consists of approximately 9,000-km of pipelines, 11 compressor sites, approximately 3,600 receipt and delivery points, and a salt cavern natural gas storage peaking facility near Fort Saskatchewan, Alberta. The system has 172 producer receipt points, 101 interconnections with Nova Gas Transmission Ltd., one interconnection with Alliance Pipeline, and one interconnection with Many Islands Pipelines. Peak delivery capability of the natural gas transmission system is 5.02 billion cubic feet per day.
REGULATORY INFORMATION
The regulatory framework and recent developments are described in the "Regulatory Information" section in CU Inc.'s MD&A, which is incorporated herein by reference. The MD&A may be found on SEDAR+ at www.sedarplus.ca.
7 CU INC. 2024 ANNUAL INFORMATION FORM
THREE YEAR HISTORY
Summarized below are the major events, acquisitions, dispositions, and conditions that have influenced the Company's development during the past three years.
REVENUE SUMMARY
Each business unit's contribution to the Company's consolidated revenues is shown in the chart below.
| Revenues (1) | 2024 | 2023 | 2022 | |||
|---|---|---|---|---|---|---|
| ($ millions) | % | ($ millions) | % | ($ millions) | % | |
| Electricity | 1,395 | 46 | 1,397 | 48 | 1,464 | 46 |
| Natural Gas | 1,655 | 54 | 1,542 | 52 | 1,692 | 54 |
| Corporate & Other and Intersegment Eliminations | (7) | — | (8) | — | (5) | — |
| Total | 3,043 | 100 | 2,931 | 100 | 3,151 |
100 |
(1) Data has been extracted from Note 3 ("Segmented Information") of the 2024 Consolidated Financial Statements which are prepared in accordance with International Financial Reporting Standards (IFRS). The reporting currency is the Canadian dollar.
Revenues and earnings in the Utilities are driven by capital expenditures. Capital spending is the main contributor to rate base growth. Rate base growth is a primary driver of revenue and earnings growth. The Utilities have invested $3.6 billion in capital since 2022.
The Utilities' revenues in 2024 were positively impacted by growth in the Alberta regulated rate base and an increase in Return on Equity (ROE) following the 2023 AUC decision which set the 2024 ROE at 9.28 per cent. However, throughout the last three years, revenues have been influenced by several regulatory decisions. 2023 had lower revenues than 2022 mainly due to cost efficiencies generated by Electricity Distribution and Natural Gas Distribution over the second generation Performance Based Regulation term now being passed onto customers under the 2023 rebasing framework. Lower revenues in 2023 were partially offset by the Efficiency Carryover Mechanism in 2023 and 2024, Electricity Transmission's settlement of the 2018-2021 Deferral Application, and the 2023-2025 General Tariff Application which reflects ceased collection and a refund of previously collected federal deferred income taxes. In 2022, increased revenues in the Electricity Distribution and Natural Gas Distribution businesses were a result of rate relief provided to customers in 2021 in light of COVID-19 and the subsequent AUC decision to maximize the collection of 2021 deferred revenues in 2022.
ELECTRICITY BUSINESS UNIT
CAPITAL EXPENDITURES
Total capital expenditures for Electricity in the last three years is provided in the table below.
| Year Ended | ||||
|---|---|---|---|---|
| December 31 | ||||
| ($ millions) | Total | 2024 | 2023 | 2022 |
| Electricity Distribution | 1,128 | 455 | 391 | 282 |
| ElectricityTransmission | 829 | 306 | 239 | 284 |
| Total | 1,957 | 761 | 630 | 566 |
Capital expenditures in utility infrastructure over the past three years have included system upgrades and growth projects for new customers, including the Central East Transfer Out (CETO) project in Electricity Transmission, the replacement of aging infrastructure, grid modernization, and off-diesel initiatives.
Central East Transfer Out Project
In 2024, Electricity Transmission began construction of the CETO project, an electric transmission system project direct assigned to both ATCO Electric and AltaLink LP by the AESO. The construction of the 135-km 240kV transmission line will support renewable energy integration in Alberta and transport electricity in the counties of Red Deer, Lacombe and Stettler, supplying more than 1,500-MW of electricity to Albertaʼs grid. Construction commenced in the third quarter of 2024 and is
CU INC. 2024 ANNUAL INFORMATION FORM 8
being executed over two winter seasons, with expected completion in 2026. Electricity Transmission is building 85-km of the transmission line and AltaLink is constructing the remaining 50-km.
NATURAL GAS BUSINESS UNIT
CAPITAL EXPENDITURES
Total capital expenditures for Natural Gas in the last three years is provided in the table below.
| Year Ended | ||||
|---|---|---|---|---|
| December 31 | ||||
| ($ millions) | Total | 2024 | 2023 | 2022 |
| Natural Gas Distribution | 1,091 | 407 | 355 | 329 |
| Natural Gas Transmission | 519 | 231 | 145 | 143 |
| Total | 1,610 | 638 | 500 | 472 |
Capital expenditures in Natural Gas Distribution and Transmission over the past three years have been focused on system upgrades and growth projects for new customers. Capital expenditures also included the replacement of aging infrastructure, such as the Urban Pipelines Replacement Program and the Mains Replacement Program, and facilitating coal-to-gas generating conversion of power plants.
Yellowhead Mainline Project
On May 8, 2024, the Company announced its largest ever energy infrastructure project, the Yellowhead Mainline, with the projected spend estimated at $2.8 billion, subject to further detailed engineering and tendering of supply contracts. On September 18, 2024, the Company announced the filing of a comprehensive regulatory application that establishes the need for the Yellowhead Mainline natural gas project and represents the first of two applications to the AUC. This Alberta project consists of approximately 200-230 kilometres of high-pressure natural gas pipeline and related control and compression facilities that will run from the Edson area to the northeast Edmonton area and is expected to have the capability to deliver about 1,200 terajoules (or 1.1 billion cubic feet) per day of incremental natural gas. Subject to regulatory and the Company's approvals, construction is expected to commence in 2026 and the pipeline is expected to be on-stream in the fourth quarter of 2027.
Mains Replacement Program
Natural Gas Distribution has two mains replacement programs which were approved in 2011, the plastic mains replacement and the steel mains program. The plastic mains replacement includes 8,000-km of polyvinyl chloride (PVC) and early generation polyethylene (PE) pipe that are planned for replacement. Natural Gas Distribution has replaced 2,809-km of PVC and PE pipe since the approval of this program. The steel mains program includes 9,000-km of steel pipe that is monitored and continually evaluated for replacement based on the performance history. Natural Gas Distribution has replaced 405-km of steel pipe since the approval of this program.
CORPORATE & OTHER
EXECUTIVE APPOINTMENTS
On January 19, 2024, the Company announced the retirement of Executive Vice President and Chief Financial Officer, Brian P. Shkrobot, effective March 1, 2024. Katherine-Jane Patrick, Executive Vice-President, Chief Financial & Investment Officer, ATCO, expanded her portfolio to include Chief Financial Officer for Canadian Utilities and CU Inc. effective March 1, 2024.
Subsequent to year-end and effective January 31, 2025, following an impressive 35-year global career at ATCO, Wayne K. Stensby, Chief Operating Officer, ATCO Energy Systems retired. Effective February 1, 2025, Robert J. Myles was appointed to the role of President & Chief Operating Officer, Canadian Utilities. Prior to this appointment, Mr. Myles was the Chief Operating Officer of ATCO EnPower. Concurrently, with the appointment of Mr. Myles, Ms. Patrick's title was amended to Executive Vice President, Chief Financial & Investment Officer, Canadian Utilities, and D. Jason Sharpe was appointed Chief Operating Officer, ATCO Energy Systems.
9 CU INC. 2024 ANNUAL INFORMATION FORM
EMPLOYEE INFORMATION
At December 31, 2024, the Company had 3,704 employees; 1,612 in Electricity, 1,890 in Natural Gas, and 202 employees in Corporate & Other.
SPECIALIZED SKILLS AND KNOWLEDGE
CU Inc. requires a wide range of talent to continue to operate at world-class levels. Each of our business units are required to develop and retain a skilled workforce for their operations. Many of our employees possess specialized skills and training and the Company must compete in the marketplace for these workers. As part of our people resourcing and management strategy, we believe in investing in our people by promoting and supporting their development. We also complete succession and development planning annually with a significant focus on critical roles and skills while providing leadership and individual development programs. Further details about workforce retention are discussed in the "Business Risks and Risk Management" section of the Company's MD&A.
ETHICS, SOCIAL AND ENVIRONMENTAL POLICIES
Throughout the ATCO group of companies, including CU Inc., our Code of Ethics sets out the behaviours and standards of conduct we expect of ourselves and each other. It provides an overview of the policies and practices that must be followed by anyone who works for, or represents, the ATCO group of companies. The Code of Ethics is readily accessible on our intranet and on our website at www.atco.com. Employees are required to complete online training – available in English, French and Spanish – and certification, annually. Suppliers who conduct activities for, or on behalf of, the ATCO group of companies are expected to review the Code of Ethics and align with the principles and guidance it provides.
Along with the Code of Ethics, the Company has developed several policies which set out the principles, expectations and requirements for conducting business at ATCO and they create a framework for our internal standards, guidelines and procedures. The policies also align with externally mandated standards that may apply to specific business functions. Our governance framework provides flexibility to our business units to develop internal standards, guidelines and procedures which meet our different business needs. Examples of policies developed include those related to a Safe & Secure Workplace (mitigating risks and minimizing harm), Anti-Corruption (dealing with persons of influence), the Environment (delivering services in an environmentally responsible manner), Indigenous Relations (building and maintaining positive and sustainable relationships), and Procurement (working with vendors with high standards of ethical business conduct).
Our Code of Ethics is reviewed and updated on a regular basis. Recent updates include explicitly prohibiting the use of modern slavery within any ATCO business activities to align with Part 2 of the Fighting Against Forced Labour and Child Labour in Supply Chains Act , SC 2023, c 9. At the ATCO group of companies, our approach to human rights is based on the United Nations (UN) Universal Declaration of Human Rights and we respect human rights in accordance with the UN Guiding Principles on Business and Human Rights.
ENVIRONMENTAL PROTECTION
Our Company is committed to delivering solutions in an environmentally responsible manner. We recognize the importance of minimizing our environmental footprint and are dedicated to implementing policies and procedures that promote environmental protection.
REGULATORY COMPLIANCE
Our Company and its subsidiaries comply with applicable environmental laws and regulations, including those set forth by federal, provincial, and local authorities. This includes, but is not limited to, regulations concerning air, water, and soil quality; the discharge of pollutants; the transportation and disposal of waste; and the protection of flora, fauna, and natural resources such as forests, grasslands, surface water, threatened or endangered species, migratory birds, and human health.
CU INC. 2024 ANNUAL INFORMATION FORM 10
GOVERNANCE AND RISK REPORTING
Our stewardship and risk reporting processes include key risk indicators (including health, safety, and environmental matters) that are reported to the Audit Committee of the Board. This is an opportunity for the businesses to discuss how they are managing and mitigating risks to their business.
ENVIRONMENTAL MANAGEMENT SYSTEM
Our businesses have established Environmental Management Systems (EMS) that align with international standards such as ISO 14001. Our EMS is designed to identify, manage, and mitigate environmental risks associated with our operations. These systems are adaptive and evolve in response to the changing nature of the Companyʼs business risks and objectives.
IMPACT ON FINANCIALS
Environmental protection requirements did not have a significant financial or operational effect on the Companyʼs capital expenditure, earnings, or competitive position for the year ended December 31, 2024.
SUSTAINABILITY, CLIMATE CHANGE AND ENERGY TRANSITION
Sustainability, Climate Change and Energy Transition is described in the "Sustainability, Climate Change and Energy Transition" section in CU Inc.'s MD&A, which is incorporated herein by reference. The MD&A may be found on SEDAR+ at www.sedarplus.ca. The 2024 Sustainability Report will be published in May 2025.
POLICY AND REGULATORY UPDATES
Policy and regulatory updates are described in the "Policy and Regulatory Updates" section in CU Inc.'s MD&A, which is incorporated herein by reference. The MD&A may be found on SEDAR+ at www.sedarplus.ca.
BUSINESS RISKS AND RISK MANAGEMENT
Business risks are described in the "Business Risks and Risk Management" section in CU Inc.'s MD&A, which is incorporated herein by reference. The MD&A may be found on SEDAR+ at www.sedarplus.ca.
INTANGIBLES
The Company's intangible assets mainly consist of computer software not directly attributable to the operation of property, plant and equipment, and land rights. We do not consider any individual software or land right to be material to our operations.
For further details, please refer to Note 10 of the 2024 Consolidated Financial Statements.
11 CU INC. 2024 ANNUAL INFORMATION FORM
DIVIDENDS
Cash dividends declared during the past three years for all series and classes of shares were as follows.
| (Canadian dollars per share) | Date of Issue | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| Series Preferred Shares | ||||
| Series 1 | Apr 18, 2007 | 1.15 |
1.15 | 1.15 |
| Series 4 | Dec 2, 2010 | 0.57 |
0.57 | 0.57 |
| Class A shares and Class B shares | 41.51 | 45.82 | 85.71 |
CAPITAL STRUCTURE
SHARE CAPITAL
The share capital of the Company at March 27, 2025 is as shown below.
| Share Description | Authorized | Outstanding |
|---|---|---|
| Series Preferred Shares | Unlimited | 7,600,000 |
| Class A shares | Unlimited | 3,570,322 |
| Class B shares | Unlimited | 2,188,262 |
All of the Class A and Class B shares are owned by Canadian Utilities Limited.
SERIES PREFERRED SHARES
An unlimited number of Series Preferred Shares are issuable in series, each series consisting of such number of shares and having such provisions attaching thereto as may be determined by the directors. The Series Preferred Shares as a class have, among others, provisions to the following effect:
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i. The Series Preferred Shares are, with respect to priority in payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding up of the Company, entitled to preference over the Class A shares and the Class B shares and any other shares of the Company ranking junior to the Series Preferred Shares. The Series Preferred Shares may also be given such other preference over the Class A shares and the Class B shares and any other junior shares as may be determined for any series authorized to be issued.
-
ii. The owners of the Series Preferred Shares are not entitled as such (except as provided in any series) to any voting rights nor to receive notice of or to attend share ownersʼ meetings unless dividends on the Series Preferred Shares of any series are in arrears to the extent of eight quarterly dividends or four half-yearly dividends, as the case may be, whether or not consecutive. Until all arrears of dividends have been paid, such owners will be entitled to receive notice of and to attend all share ownersʼ meetings at which directors are to be elected (other than separate meetings of owners of another class of shares) and to one vote in respect of each Series Preferred Share held.
-
iii. The class provisions attaching to the Series Preferred Shares may be amended with the written approval of all the owners of the Series Preferred Shares outstanding or by at least two-thirds of the votes cast at a meeting of the owners of such shares duly called for the purpose and at which a quorum is present.
The following Series Preferred Shares are currently outstanding:
| Amount | |||
|---|---|---|---|
| Stated Value | Shares | ($ millions) | |
| Series Preferred Shares: | |||
| 4.60% Series 1 | $25.00 | 4,600,000 | 115 |
| 2.29% Series 4 | $25.00 | 3,000,000 | 75 |
| 7,600,000 | 190 |
CU INC. 2024 ANNUAL INFORMATION FORM 12
SERIES PREFERRED SHARE REDEMPTION
Series 1 Preferred Shares
The Series 1 Preferred Shares became redeemable at the option of the Company beginning on June 1, 2012 at the stated value plus a 4 per cent premium per share for the following 12 months plus accrued and unpaid dividends. The redemption premium declined by 1 per cent in each succeeding 12-month period until June 1, 2016.
Series 4 Preferred Shares
The Series 4 Preferred Shares became redeemable at the option of the Company on June 1, 2016, and are redeemable on June 1 of every fifth year thereafter at the stated value per share plus accrued and unpaid dividends. If not redeemed, owners may elect to convert any or all of their Series 4 Preferred Shares into an equal number of Cumulative Redeemable Preferred Shares Series 5 on June 1, 2026, and on June 1 of every fifth year thereafter. Owners of the Series 5 Preferred Shares will be entitled to receive floating rate cumulative preferential cash dividends, as and when declared by the Board, payable quarterly at a rate equal to the then current 3-month Government of Canada Treasury Bill yield plus 1.36 per cent. On June 1, 2026, and on June 1 of every fifth year thereafter (Series 5 Conversion Date), holders of the Series 5 Preferred Shares may elect to convert any or all of their Series 5 Preferred Shares back into an equal number of Series 4 Preferred Shares. The Company may redeem the Series 5 Preferred Shares in whole or in part at $25.00 on a Series 5 Conversion Date or at $25.50 on any other date.
CLASS A SHARES AND CLASS B SHARES
The owners of the Class A shares and the Class B shares are entitled to share equally, on a share-for-share basis, in all dividends declared by the Company on either of such classes of shares as well as the remaining property of the Company upon dissolution. The owners of the Class B shares are entitled to vote and to exchange at any time each share held for one Class A share.
If a qualifying offer to purchase Class B shares is made to all, or substantially all owners of Class B shares, and such offer is not made concurrently to owners of Class A shares, then owners of Class A shares have the ability to convert their Class A shares into Class B shares on a one-for-one basis which Class B shares will, as a result of such conversion, be automatically tendered to the offer. Any converted for Class B shares shall be automatically converted back into Class A shares on a one-for-one basis if the owner withdraws the conversion during the term of the offer or pursuant to the terms of the offer such converted for Class B shares are not taken up.
PREFERRED SHARE RESTRICTIONS ON DIVIDEND DISTRIBUTIONS
The Companyʼs articles contain provisions for each series of preferred shares that would restrict the declaration or payment of dividends on Class A shares or Class B shares, or any other series of preferred shares ranking junior, unless all outstanding dividends up to and including the dividends payable on the last respective dividend payment date have been paid or set apart for payment.
LONG-TERM DEBT
On September 11, 2024, CU Inc. issued $410 million of 4.664 per cent 30-year debentures. Proceeds from the issue are being used to finance capital expenditures, to repay existing indebtedness and for other general corporate purposes. Details with respect to the issued and outstanding long-term debt can be found in Note 11 of the 2024 Consolidated Financial Statements. These debentures are not listed or quoted on any exchange. The Consolidated Financial Statements may be found on SEDAR+ at www.sedarplus.ca.
CREDIT FACILITIES
At December 31, 2024, CU Inc. and its subsidiaries had the following lines of credit.
| ($ millions) | Total | Used | Available |
|---|---|---|---|
| Long-term committed | 900 | — | 900 |
| Uncommitted | 100 | 47 | 53 |
| Total | 1,000 | 47 | 953 |
13 CU INC. 2024 ANNUAL INFORMATION FORM
Of the $1,000 million in total lines of credit, $100 million was in the form of uncommitted credit facilities with no set maturity date. The other $900 million in credit lines was committed, with maturities between 2026 and 2027, and may be extended at the option of the lenders. The majority of the credit lines are provided by Canadian banks. Details with respect to the credit facilities can be found in Note 19 of the 2024 Consolidated Financial Statements. The Consolidated Financial Statements may be found on SEDAR+ at www.sedarplus.ca.
CREDIT RATINGS
Credit ratings are intended to provide investors with an independent measure of the credit quality of an issue of securities. The ratings indicate the likelihood of payment and an issuerʼs capacity and willingness to meet its financial commitment on an obligation. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the credit rating organization.
As is customary, the Company makes payments to the credit ratings organizations for the assignment of ratings as well as other services. The Company expects to make similar payments in the future.
Credit ratings are important to the Company's financing costs and ability to raise funds. The Company intends to maintain strong investment grade credit ratings in order to provide efficient and cost-effective access to funds required for operations and growth.
The following table shows the current credit ratings assigned to CU Inc.
| DBRS | Fitch | |
|---|---|---|
| CU Inc. | ||
| Issuer | A (high) | A- |
| Senior unsecured debt | A (high) | A- |
| Commercial paper | R-1 (low) | F2 |
| Preferred shares | PFD-2(high) | BBB+ |
On February 23, 2024, Fitch Ratings affirmed its 'A-' issuer rating with a stable outlook on CU Inc.
Subsequent to year-end, on February 20, 2025, Fitch Ratings affirmed its 'A-' issuer rating with a stable outlook on CU Inc.
On July 23, 2024, DBRS Limited affirmed its 'A (high)' long-term corporate credit rating and stable outlook on CU Inc.
ISSUER CREDIT RATINGS AND LONG-TERM DEBT
An 'A' issuer rating by DBRS is the third highest of ten categories. An issuer rated 'A' is of good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than 'AA'. A-rated issuers may be vulnerable to future events, but qualifying negative factors are considered manageable. Each rating category other than 'AAA' and 'D' contains the subcategories 'high' and 'low'. The absence of either a 'high' or 'low' designation indicates the rating is in the 'middle' of the category.
An 'A' rating by Fitch is the third highest of eleven categories. An 'A' rating denotes expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. For ratings 'AA' through 'CCC' levels Fitch may use modifiers, a plus or a minus sign may be appended to a rating to denote relative status within major rating categories, indicating relative differences of probability of default or recovery for issues.
COMMERCIAL PAPER AND SHORT-TERM DEBT CREDIT RATINGS
An 'R-1 (low)' rating by DBRS is the lowest subcategory in the highest of six categories and is granted to short-term debt of good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favourable as higher rating subcategories and may be vulnerable to future events, but qualifying negative factors are considered manageable. Rating categories 'R-1' and 'R-2' are denoted by the subcategories 'high', 'middle', and 'low'.
CU INC. 2024 ANNUAL INFORMATION FORM 14
An 'F2' rating by Fitch is the second highest of seven categories. 'F2' indicates a good capacity for timely payment of financial commitments relative to other issuers or obligations in the same country or monetary union. However, the margin of safety is not as great as in the case of the higher ratings.
PREFERRED SHARE CREDIT RATINGS
A 'PFD-2' rating by DBRS is the second highest of six categories granted by DBRS. Preferred shares rated in this category are generally of good credit quality. Protection of dividends and principal is still substantial, but earnings, the balance sheet, and coverage ratios are not as strong as 'PFD-1' rated companies. Each rating category is denoted by the subcategories 'high' and 'low'. The absence of either a 'high' or 'low' designation indicates the rating is in the 'middle' of the category.
A 'BBB' rating by Fitch is the fourth highest of eleven categories. A 'BBB' rating indicates that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. For ratings 'AA' through 'CCC' levels Fitch may use modifiers, a plus or a minus sign may be appended to a rating to denote relative status within major rating categories, indicating relative differences of probability of default or recovery for issues.
MARKET FOR SECURITIES OF THE COMPANY
The Companyʼs Cumulative Redeemable Preferred Shares Series 1 and Series 4 are listed on the Toronto Stock Exchange (TSX).
The following table sets forth the high and low prices and volume of the Companyʼs shares traded on the TSX under the symbols CIU.PR.A for Series 1 shares and CIU.PR.C for Series 4 shares, during 2024.
| The following table sets forth the high and low prices and volume of the Companyʼs shares traded on the TSX under the symbols CIU.PR.A for Series 1 shares and CIU.PR.C for Series 4 shares, during 2024. |
The following table sets forth the high and low prices and volume of the Companyʼs shares traded on the TSX under the symbols CIU.PR.A for Series 1 shares and CIU.PR.C for Series 4 shares, during 2024. |
|---|---|
| Series 1 Series 4 |
|
| 2024 High ($) Low ($) Volume |
High ($) Low ($) Volume |
| January $18.14 $17.40 73,446 February $18.02 $16.99 39,877 March $17.87 $17.52 29,729 April $17.82 $17.10 27,742 May $18.15 $17.13 27,364 June $18.25 $17.20 16,239 July $18.92 $17.61 16,614 August $19.46 $18.82 20,146 September $19.98 $19.30 68,808 October $19.98 $19.03 14,069 November $19.26 $18.87 11,768 December $19.27 $18.96 31,812 |
$13.70 $12.99 32,293 $13.99 $13.36 13,850 $14.05 $13.20 43,823 $14.21 $13.56 4,915 $14.44 $13.56 145,859 $14.01 $13.68 97,000 $14.24 $13.93 131,481 $14.19 $13.41 34,800 $13.99 $13.82 17,665 $14.35 $13.95 43,550 $14.80 $14.13 64,580 $15.61 $14.65 155,548 |
15 CU INC. 2024 ANNUAL INFORMATION FORM
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS[(1)]
| Name, Province or State and Country of Residence Position Position Held and Principal Occupation Director Since |
Name, Province or State and Country of Residence Position Position Held and Principal Occupation Director Since |
Name, Province or State and Country of Residence Position Position Held and Principal Occupation Director Since |
Name, Province or State and Country of Residence Position Position Held and Principal Occupation Director Since |
|---|---|---|---|
| Robert T. Booth(2) Alberta, Canada |
Director | Corporate Director | 2014 |
| Loraine M. Charlton(2) Alberta, Canada |
Director | Corporate Director | 2008 |
| Robert J. Normand(2) Alberta, Canada |
Director | Corporate Director | 2020 |
| Nancy C. Southern Alberta, Canada |
Chair & Chief Executive Officer Director |
Chair & Chief Executive Officer | 1999 |
| Linda A. Southern-Heathcott Alberta,Canada |
Vice Chair & Director | President & Chief Executive Officer of Spruce Meadows Ltd. |
2017 |
(1) All directors hold office until their successors are elected or appointed on an annual basis.
(2) Member of the Audit Committee.
EXECUTIVE OFFICERS (IN ALPHABETICAL ORDER)
| EXECUTIVE OFFICERS (IN ALPHABETICAL ORDER) | EXECUTIVE OFFICERS (IN ALPHABETICAL ORDER) |
|---|---|
| Name, Province or State and Country of Residence Position Held and Principal Occupation |
|
| Melanie L. Bayley(1) Alberta, Canada |
President, ATCO Electric |
| Kyle M. Brunner Alberta, Canada |
Senior Vice President, General Counsel & Corporate Secretary |
| Colin R. Jackson Alberta, Canada |
Senior Vice President, Financial Operations |
| Katherine-Jane Patrick(1) Alberta, Canada |
Executive Vice President & Chief Financial Officer |
| Rebecca A. Penrice Alberta, Canada |
Executive Vice President, Corporate Services |
| D. Jason Sharpe(1) Alberta, Canada |
President, ATCO Gas and Pipelines |
| Nancy C. Southern Alberta, Canada |
Chair & Chief Executive Officer |
| Wayne K. Stensby(1) Alberta, Canada |
Chief Operating Officer, ATCO Energy Systems |
| Clinton G. Warkentin(1) Alberta,Canada |
Executive Vice President & Chief Investment Officer, ATCO Energy Systems |
(1) Subsequent to the year-ended December 31, 2024, and effective January 31, 2025, Melanie L. Bayley, Wayne K. Stensby, and Clinton G. Warkentin are no longer in the above noted positions. Effective February 1, 2025, Robert J. Myles was appointed to the role of President & Chief Operating Officer, Katherine-Jane Patrick's portfolio was broadened to include Chief Financial & Investment Officer, Canadian Utilities, and D. Jason Sharpe was appointed to the role of Chief Operating Officer, ATCO Energy Systems.
POSITIONS HELD BY EXECUTIVE OFFICERS WITHIN THE PRECEDING FIVE YEARS
All of the executive officers have been engaged for the last five years in the indicated principal occupations, or in other capacities with the companies or firms referred to, or with their affiliates or predecessors, except for Mr. Brunner, and Ms. Penrice:
CU INC. 2024 ANNUAL INFORMATION FORM 16
-
Mr. Brunner was appointed as Vice President, Corporate Secretary in September 2021 and was later promoted to Senior Vice President, General Counsel & Corporate Secretary in November 2022. Prior to joining the Company, he was Vice President, General Counsel & Corporate Secretary at Seven Generations Energy Ltd. Mr. Brunner was with Seven Generations from February 2015 to April 2021.
-
Ms. Penrice was appointed Executive Vice President, Corporate Services in January 2020. Prior to joining the Company, Ms. Penrice was Interim Chief Executive Officer for Sears Canada Inc. from August 2017 until September 2018, and Executive Vice President & Chief Operations Officer from February 2016 until August 2017.
DIRECTORS' AND EXECUTIVE OFFICERS' INTEREST IN THE COMPANY
Except as otherwise stated under the heading "Voting Securities and Principal Holder Thereof", at December 31, 2024, none of the Company's directors and executive officers, as a group, beneficially owned, or controlled or directed, directly or indirectly, by corporate holdings or otherwise, any of the outstanding Class B shares of the Company.
EXECUTIVE COMPENSATION
Refer to Appendix 1 for the Compensation Discussion and Analysis.
DIRECTORS' COMPENSATION
In 2024, non-employee directors of the Company were paid annual retainers for acting as directors as shown in the table below.
| below. | below. | |||
|---|---|---|---|---|
| Directors Annual Retainer |
Audit Member Audit Chair |
Director Totals | ||
| Robert T. Booth | $10,000 | $6,000 | $— | $16,000 |
| Loraine M. Charlton | $10,000 | $— | $23,000 | $33,000 |
| Robert J. Normand | $10,000 | $6,000 | $— | $16,000 |
| Linda A. Southern-Heathcott | $10,000 | $— | $— | $10,000 |
| Total Remuneration | $40,000 | $12,000 | $23,000 | $75,000 |
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
No director or executive officer of the Company, person or company that beneficially owns, or controls or directs, directly or indirectly, greater than 10 per cent of the Companyʼs Class B shares, nor any associate or affiliate of the foregoing, has, or has had, any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.
CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES OR SANCTIONS
Corporate Cease Trade Orders
No director or executive officer of the Company is, as at the date of this AIF, or has been, within the past 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including CU Inc.) that:
-
i. was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days, that was issued while the proposed director was acting in that capacity; or
-
ii. was subject to an event that resulted, after the person ceased to be a director or executive officer, in the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to an exemption under securities legislation for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in that capacity.
Corporate Bankruptcies
Except as otherwise disclosed below, no director, executive officer or controlling securityholder of the Company is, as at the date of this AIF, or has been, within 10 years before the date hereof, a director or executive officer of any company (including
17 CU INC. 2024 ANNUAL INFORMATION FORM
CU Inc.) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Nancy C. Southern was, until her resignation on August 24, 2020, a director and President of Swizzlesticks Enterprises Ltd., a private Alberta corporation operating a salon and spa in Calgary, Alberta, which on August 24, 2020, commenced proposal proceedings pursuant to the Bankruptcy and Insolvency Act (Canada) by filing a notice of intention to make a proposal. The corporation was declared bankrupt and a trustee was appointed on August 25, 2020. An application for the discharge of the trustee was approved on December 14, 2021.
Ms. Penrice served as Executive Vice President & Chief Operating Officer of Sears Canada Inc. (Sears) when, on June 22, 2017, Sears announced that it and certain of its subsidiaries (Sears Group) had been granted an order from the Ontario Superior Court of Justice (Commercial List) (the Court) that, among other things, granted the Sears Group protection from their creditors under the Companies' Creditors Arrangement Act (Canada). On June 29, 2017, Sears received notice that the Continued Listings Committee of the TSX had determined to delist Searsʼ common shares effective at the close of market on July 28, 2017. Sears did not appeal the decision. On October 16, 2017, Sears announced that it had received approval from the Court to proceed with a liquidation of all of its inventory and furniture, fixtures and equipment located at its remaining stores.
Personal Bankruptcies
No director, executive officer or controlling security holder of the Company has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold such person's assets.
Penalties or Sanctions
No current director, executive officer or controlling security holder of the Company has:
-
i. been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
-
ii. been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
CONFLICTS OF INTEREST
Circumstances may arise where members of the Board serve as directors or officers of corporations which are in competition to the interests of the Company. No assurances can be given that opportunities identified by any such member of the Board will be provided to the Company. However, the Company's procedures provide that each director and executive officer must comply with the disclosure requirements of the Canada Business Corporations Act regarding any material interest. If a declaration of material interest is made, the declaring director shall not vote on the matter if put to a vote of the Board. In addition, the declaring director and executive officer may be requested to recuse himself or herself from the meeting when such matter is being discussed.
VOTING SECURITIES AND PRINCIPAL HOLDER THEREOF
The Company has 2,188,262 Class B shares outstanding, all of which are owned by Canadian Utilities. ATCO Ltd. (ATCO), directly or indirectly, owns 99.6 per cent of the voting securities of Canadian Utilities. ATCO is controlled by Sentgraf Enterprises Ltd. and its controlling share owner, the Southern family.
CU INC. 2024 ANNUAL INFORMATION FORM 18
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Cumulative Redeemable Preferred Shares Series 1 and Series 4 is TSX Trust Company at its principal offices in Calgary and Toronto.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The Company is party to a number of claims, disputes, lawsuits, and other matters. The Company believes that the ultimate liability arising from these matters will have no material impact on the consolidated financial statements of the Company. In addition, there have been no penalties or sanctions for the year ended December 31, 2024, imposed against the Company by a court, nor any settlement agreements entered into by the Company before a court, relating to securities legislation or with a securities regulatory authority. Additionally, there are no other known penalties or sanctions imposed by a court or regulatory body against the Company that would likely impact an investor in making an investment decision.
MATERIAL CONTRACTS
Except for contracts entered into in the ordinary course of business (unless otherwise required by applicable securities requirements to be disclosed), there were no material contracts entered into by the Company or its subsidiaries during the most recently completed financial year, or before the most recently completed financial year that are still in effect.
INTERESTS OF EXPERTS
PricewaterhouseCoopers LLP has prepared the auditorʼs report for the Companyʼs 2024 Consolidated Financial Statements. PricewaterhouseCoopers LLP is independent in accordance with the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.
EXTERNAL AUDITOR SERVICE FEES
The aggregate fees incurred by the Corporation and its subsidiaries for professional services provided by PricewaterhouseCoopers LLP for each of the past two years were as follows:
| ($ Millions) | 2024 | 2023 |
|---|---|---|
| Audit fees(1) | 1.8 | 1.8 |
| Audit-related fees(2) | — | 0.1 |
| Total | 1.8 | 1.9 |
(1) Audit fees are the aggregate professional fees paid to the external auditor for the audit of the annual consolidated financial statements and other regulatory audits and filings.
(2) Audit related fees are the aggregate fees paid to the external auditor for services related to special purpose audits and audit services including consultations regarding IFRS.
FORWARD-LOOKING INFORMATION
Certain statements contained in this AIF constitute forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", "goals", "targets", "strategy", "future", and similar expressions. In particular, forward-looking information in this AIF includes, but is not limited to, references to: strategic plans and targets; emissions reduction efforts and initiatives; expected growth and expansion and diversification opportunities; the expected timing of commencement, completion or commercial operations of activities, contracts and projects; the expected term of contracts; the impact or benefits of contracts, including economic and other benefits for the Company and its partners and counterparties; the size, storage, generation or transmission capacity expected from assets and projects; the advancement of hydrogen production in the province creating additional opportunities, which are expected to contribute to system decarbonization, investment, and help support provincial and federal emissions
19 CU INC. 2024 ANNUAL INFORMATION FORM
targets; the anticipated size, specifications and incremental natural gas delivery capacity of the Yellowhead Mainline project, and the number of regulatory applications and expected timing for commencement of construction and bringing the Yellowhead Mainline project on-stream; the expected impact of new legislation; the expected timing and impact of policy and regulatory decisions and new policy and regulatory announcements.
Although the Company believes that the expectations reflected in the forward-looking information are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and no assurance can be given that these expectations will prove to be correct. Forward-looking information should not be unduly relied upon. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors, which may cause actual results, levels of activity, and achievements to differ materially from those anticipated in such forward-looking information. The forward-looking information reflects the Company's beliefs and assumptions with respect to, among other things, certain regulatory applications being made and approved in 2025; the growth of energy demand; inflation; the development and performance of technology and technological innovations and the ability to otherwise access and implement all technology necessary to achieve business objectives; continuing collaboration with certain business partners and engagement with new business partners, and regulatory and environmental groups; the performance of assets and equipment; demand levels for oil, natural gas, gasoline, diesel and other energy sources; certain levels of future energy use; future production rates; future revenue and earnings; the ability to meet current project schedules, and complete proposed development projects at currently estimated project budgets; the availability of financing sources on acceptable terms; and other assumptions inherent in management's expectations in respect of the forward-looking information identified herein.
The Company's actual results could differ materially from those anticipated in this forward-looking information as a result of, among other things, risks inherent in the performance of assets; capital efficiencies and cost savings; applicable laws, regulations and government policies, including uncertainty with respect to recent amendments to the Competition Act (Canada); regulatory decisions; competitive factors in the industries in which the Company operates; prevailing market and economic conditions; credit risk; interest rate fluctuations; the availability and cost of labour, materials, services, infrastructure, and future demand for resources; the development and execution of projects, including development projects, not proceeding on schedule or at all, or at currently estimated budgets; the availability of financing sources for development projects on acceptable terms; prices of electricity, natural gas, natural gas liquids, and renewable energy; the development and performance of technology and new energy efficient products, services, and programs including but not limited to the use of zero-emission and renewable fuels, carbon capture, and storage, electrification of equipment powered by zero-emission energy sources and utilization and availability of carbon offsets; potential termination or breach of contract by contract counterparties; the occurrence of unexpected events such as fires, extreme weather conditions, explosions, blow-outs, equipment failures, transportation incidents, and other accidents or similar events; global pandemics; the imposition of customs duties, tariffs or other trade restrictions; geopolitical tensions and wars; and other risk factors, many of which are beyond the control of the Company. Due to the interdependencies and correlation of these factors, the impact of any one material assumption or risk on a forward-looking statement cannot be determined with certainty. Readers are cautioned that the foregoing lists are not exhaustive. For additional information about the principal risks that the Company faces, see the “Business Risks and Risk Management” section in this AIF.
This AIF may contain information that constitutes future-oriented financial information or financial outlook information, all of which are subject to the same assumptions, risk factors, limitations and qualifications set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on such future-oriented financial information or financial outlook information. The Company's actual results, performance and achievements could differ materially from those expressed in, or implied by, such future-oriented financial information or financial outlook information. The Company has included such information in order to provide readers with a more complete perspective on its future operations and its current expectations relating to its future performance. Such information may not be appropriate for other purposes and readers are cautioned that such information should not be used for purposes other than those for which it has been disclosed herein. Future-oriented financial information or financial outlook information contained herein was made as of the date of this AIF.
Any forward-looking information contained in this AIF represents the Company's expectations as of the date hereof, and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.
CU INC. 2024 ANNUAL INFORMATION FORM 20
ADDITIONAL INFORMATION
Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca.
Additional financial information is provided in the Companyʼs audited 2024 Consolidated Financial Statements and MD&A for the financial year ended December 31, 2024.
Information relating to ATCO or Canadian Utilities may be obtained on request from Investor Relations at 3rd Floor, West Building, 5302 Forand Street SW, Calgary, Alberta, T3E 8B4, or by telephone (403) 292-7500.
21 CU INC. 2024 ANNUAL INFORMATION FORM
GLOSSARY
2024 Consolidated Financial Statements means CU Inc.'s Consolidated Financial Statements for the year ended December 31, 2024.
AESO means Alberta Electric System Operator.
APL means Alberta PowerLine.
AUC means the Alberta Utilities Commission.
Class A shares means Class A non-voting common shares of the Company.
Class B shares means Class B common shares of the Company.
Company means CU Inc. and, unless the context otherwise requires, includes its subsidiaries.
Gigawatt hour (GWh) is a measure of electricity consumption equal to the use of 1 billion watts of power over a one-hour period.
MD&A means the Companyʼs Managementʼs Discussion and Analysis for the year ended December 31, 2024.
Megawatt (MW) is a measure of electric power equal to 1,000,000 watts.
Petajoule (PJ) is a unit of energy equal to approximately 948.2 billion British thermal units.
REA means Rural Electrification Association. REAs are constituted under the Rural Utilities Act (Alberta) by groups of persons carrying on farming operations. Each REA purchases electric power for distribution to its members through a distribution system owned by that REA.
ROE means Return on Equity.
SEDAR+ means The System for Electronic Document Analysis and Retrieval+.
IFRS means International Financial Reporting Standards.
CU INC. 2024 ANNUAL INFORMATION FORM 22
APPENDIX 1
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (CD&A) discusses the Company's executive compensation program, and how it is structured, governed, and designed to support the corporate business objectives.
This CD&A discloses compensation of the Chief Executive Officer, the Chief Financial Officer, the former Chief Financial Officer, and the next three executives that received the highest pay as of December 31, 2024 (our named executives):
-
Nancy C. Southern, Chair & Chief Executive Officer
-
Katherine-Jane (Katie) Patrick, Executive Vice President, Chief Financial & Investment Officer
-
Donald (Jason) Sharpe, Chief Operating Officer, ATCO Energy Systems
-
Rebecca (Becky) A. Penrice, Executive Vice President, Corporate Services
-
Wayne K. Stensby, Former Chief Operating Officer, ATCO Energy Systems
-
Brian P. Shkrobot, Former Executive Vice President & Chief Financial Officer
On March 1, 2024, Brian P. Shkrobot retired from his role as Executive Vice President & Chief Financial Officer, Canadian Utilities. Effective March 1, 2024, Katie Patrick, Executive Vice President, Chief Financial & Investment Officer, ATCO, broadened her portfolio to include Executive Vice President, Chief Financial Officer for Canadian Utilities. Ms. Patrick's portfolio was further broadened to include Chief Financial & Investment Officer for Canadian Utilities effective February 1, 2025.
Jason Sharpe was promoted to Chief Operating Officer, ATCO Energy Systems effective January 30, 2025. Wayne K. Stensby retired from his role as Chief Operating Officer, ATCO Energy Systems effective January 31, 2025.
In 2024, the named executives had multiple roles for CU Inc., Canadian Utilities, and/or ATCO, the Company's ultimate parent company, with the exception of Jason Sharpe and Wayne K. Stensby. 100 per cent of their compensation expenses are allocated to CU Inc.
Every year, the Company apportions compensation for executives with multiple roles based on each entityʼs contribution to total consolidated revenues, labour expenses, and total assets. This allocation method, which has been approved by the Alberta Utilities Commission, represents an estimate of the amount of time the Company expects the executives will devote to each entity.
The table below shows how CU Inc., Canadian Utilities and ATCO have shared the non-equity compensation expense of executives with multiple roles over the past three years. The compensation reported in this Appendix 1, shows the amounts allocated to CU Inc.
| Combined total | ||||
|---|---|---|---|---|
| Amount paid and | Amount paid by | Amount paid | reported in ATCO proxy | |
| reported by CU Inc. | Canadian Utilities | by ATCO | circular | |
| (%) | (%) | (%) | (%) | |
| 2024 | 71.1 | 16.9 | 12.0 | 100 |
| 2023 | 72.1 | 16.9 | 11.0 | 100 |
| 2022 | 75.7 | 13.3 | 11.0 | 100 |
EXECUTIVE COMPENSATION PROGRAM ELEMENTS
The disclosure required by items 2.1, 2.3 and 2.4 of National Instrument 51-102F6 Statement of Executive Compensation is set out in the Canadian Utilities and/or ATCO management proxy circulars dated March 7, 2025, which are incorporated herein by reference and will be available on SEDAR+ at www.sedarplus.ca
23 CU INC. 2024 ANNUAL INFORMATION FORM
2024 NAMED EXECUTIVES
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NANCY C. SOUTHERN
Chair & Chief Executive Officer
Location: Calgary, Canada
Years of Service: 35 Age: 68
Ms. Southern is Chair & Chief Executive Officer of CU Inc. Ms. Southern reports to the Board of Directors and has been a director of CU Inc. since 1999. She has full responsibility for the Companyʼs strategic direction and operations and has been instrumental in executing its growth strategy. She has positioned the Company at the forefront of Indigenous economic reconciliation and the energy transition, with a focus on cleaner fuels, electricity, and critical energy infrastructure. Ms. Southern is the recipient of numerous honours for her commitment to democratic principles and free enterprise. In 2024, she was honoured as a member of the Alberta Order of Excellence, the highest honour the Province of Alberta can bestow on a citizen.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| ($) | ($) | ($) | |
| Cash | |||
| Base salary | 734,700 | 721,000 | 757,000 |
| Short-term incentive | 1,194,480 | 1,297,800 | 1,362,600 |
| Total cash compensation | 1,929,180 | 2,018,800 | 2,119,600 |
| Equity | |||
| Restricted share units | N/A | N/A | N/A |
| Stock options | 1,606,500 | 796,000 | 1,002,750 |
| Total equity | 1,606,500 | 796,000 | 1,002,750 |
| Total direct compensation | 3,535,680 | 2,814,800 | 3,122,350 |
Ms. Southern has an employment agreement with Canadian Utilities. Details regarding this agreement are set out in the Canadian Utilities management proxy circular dated March 7, 2025, which is incorporated herein by reference and will be available on SEDAR+ at www.sedarplus.ca.
CU INC. 2024 ANNUAL INFORMATION FORM 24
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KATHERINE-JANE PATRICK
Executive Vice President, Chief Financial & Investment Officer
Location: Calgary, Canada
Years of Service: 9
Age: 46
Ms. Patrick is Executive Vice President, Chief Financial & Investment Officer of CU Inc. She has accountability for Finance, Accounting, Treasury, Taxation, Risk Management, Investor Relations, and administration of the Internal Audit function. Effective March 1, 2025, Ms. Patrick's role at Canadian Utilities broadened to include Chief Investment Officer responsibilities which include the Companyʼs investment focused financial growth strategy and Canadian Utilities investments. She joined the Company in 2015 and has held progressively senior roles in Canadian Utilities and ATCO. Ms. Patrick was appointed to the role of Executive Vice President & Chief Financial Officer of CU Inc. on March 1, 2024.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| ($) | ($) | ($) | |
| Cash | |||
| Base salary | 413,269 | 365,006 | 331,188 |
| Short-term incentive | 469,260 | 432,600 | 416,350 |
| Total cash compensation | 882,529 | 797,606 | 747,538 |
| Equity | |||
| Restricted share units | 0 | N/A | N/A |
| Stock options | 0 | 0 | 0 |
| Total equity | 0 | 0 | 0 |
| Total direct compensation | 882,529 | 797,606 | 747,538 |
25 CU INC. 2024 ANNUAL INFORMATION FORM
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DONALD (JASON) SHARPE
Chief Operating Officer, ATCO Energy Systems
Location: Calgary, Canada
Years of Service: 22
Age: 50
Mr. Sharpe is Chief Operating Officer, ATCO Energy Systems. He is responsible for the strategic direction and operations of CU Inc.'s natural gas and electric utilities. These businesses provide safe, efficient, and reliable energy to millions of homes and businesses in hundreds of communities. Mr. Sharpe has held a variety of senior roles across the organization. Mr. Sharpe was President, ATCO Gas & Pipelines prior to his promotion to Chief Operating Officer, ATCO Energy Systems effective January 30, 2025.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| ($) | ($) | ($) | |
| Cash | |||
| Base salary | 468,750 | 437,500 | 400,000 |
| Short-term incentive | 475,000 | 360,000 | 500,000 |
| Total cash compensation | 943,750 | 797,500 | 900,000 |
| Equity | |||
| Restricted share units | 188,234 | N/A | N/A |
| Stock options | 114,750 | 99,500 | 143,250 |
| Total equity | 302,984 | 99,500 | 143,250 |
| Total direct compensation | 1,246,734 | 897,000 | 1,043,250 |
CU INC. 2024 ANNUAL INFORMATION FORM 26
==> picture [74 x 92] intentionally omitted <==
REBECCA A. PENRICE
Executive Vice President, Corporate Services
Location: Calgary, Canada
Years of Service: 5
Age: 50
Ms. Penrice is Executive Vice President, Corporate Services for CU Inc. She has overall responsibility for leading key corporate functions, including: IT, Human Resources, Corporate Security, Common Services, Supply Chain, Governance & Legal, Marketing, Brand & Communications, and Aviation. She is involved in strategic decisions which guide the evolution of the corporate culture as well as supporting the Executive leadership team and the Board of Directors. Ms. Penrice joined the Company in 2020.
| Company in 2020. | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| ($) | ($) | ($) | |
| Cash | |||
| Base salary | 407,047 | 387,538 | 370,930 |
| Short-term incentive | 469,260 | 432,600 | 567,750 |
| Total cash compensation | 876,307 | 820,138 | 938,680 |
| Equity | |||
| Restricted share units | 156,862 | N/A | N/A |
| Stock options | 137,700 | 119,400 | 143,250 |
| Total equity | 294,562 | 119,400 | 143,250 |
| Total direct compensation | 1,170,869 | 939,538 | 1,081,930 |
27 CU INC. 2024 ANNUAL INFORMATION FORM
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WAYNE K. STENSBY
Former Chief Operating Officer, ATCO Energy Systems
Location: Calgary, Canada
Years of Service: 36
Age: 58
Mr. Stensby was Chief Operating Officer of ATCO Energy Systems until his retirement on January 31, 2025. He was responsible for the strategic direction and operations of CU Inc.'s natural gas and electric utilities, including the companyʼs interests in Puerto Rico. Collectively, these businesses provide safe, efficient, and reliable energy to millions of homes and businesses in hundreds of communities. Mr. Stensby joined the Company in 1989 and held a variety of leadership positions across multiple operating jurisdictions.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| ($) | ($) | ($) | |
| Cash | |||
| Base salary | 837,500 | 400,000 | — |
| Short-term incentive | 850,000 | 457,143 | — |
| Total cash compensation | 1,687,500 | 857,143 | — |
| Equity | |||
| Restricted share units | 313,723 | N/A | — |
| Stock options | 344,250 | 159,200 | — |
| Total equity | 657,973 | 159,200 | — |
| Total direct compensation | 2,345,473 | 1,016,343 | — |
CU INC. 2024 ANNUAL INFORMATION FORM 28
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BRIAN P. SHKROBOT
Former Executive Vice President & Chief Financial Officer
Location: Calgary, Canada
Years of Service: 23
Age: 52
Mr. Shkrobot was Executive Vice President & Chief Financial Officer of CU Inc. until his retirement on March 1, 2024. He was responsible for the overall financial management of CU Inc. including Finance, Accounting, Treasury, Taxation, Risk Management, Investor Relations, and the administration of Internal Audit. He was also responsible for ATCO's Sustainability and Information Technology functions and Regulatory Affairs for ATCO's utilities divisions. Mr. Shkrobot joined the Company in 2000 and held a variety of leadership positions.
| 2000 and held a variety of leadership positions. | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| ($) | ($) | ($) | |
| Cash | |||
| Base salary | 62,213 | 365,006 | 331,188 |
| Short-term incentive | N/A | 302,820 | 492,050 |
| Total cash compensation | 62,213 | 667,826 | 823,238 |
| Equity | |||
| Restricted share units | N/A | N/A | N/A |
| Stock options | N/A | 238,800 | 343,800 |
| Total equity | **N/A ** | 238,800 | 343,800 |
| Total direct compensation | 62,213 | 906,626 | 1,167,038 |
29 CU INC. 2024 ANNUAL INFORMATION FORM
2024 COMPENSATION DETAILS
Summary Compensation Table
The table below summarizes the total compensation allocated to the Company in accordance with the table set out on the first page of this Appendix 1 for each of the named executives for the years ended December 31, 2024, 2023, and 2022.
| Non-equity | |||||||
|---|---|---|---|---|---|---|---|
| Share | Option | annual | |||||
| based | based | incentive | Pension | All other | Total | ||
| Salary | awards1,2,4 | awards1,3,5 | plans | value 6 | compensation7 | compensation | |
| Nancy C. Southern | |||||||
| Chair & Chief Executive Officer | |||||||
| 2024 | 734,700 | N/A | 1,606,500 |
1,194,480 | 1,344,847 | 25,715 |
4,906,242 |
| 2023 | 721,000 | N/A | 796,000 |
1,297,800 | 1,301,424 |
25,235 |
4,141,459 |
| 2022 | 757,000 | N/A | 1,002,750 |
1,362,600 | 977,223 |
26,495 |
4,126,068 |
| Katie Patrick | |||||||
| Executive Vice | President,Chief Financial & Investment Officer | ||||||
| 2024 | 413,269 | — |
— |
469,260 | 23,100 |
1,033 |
906,662 |
| 2023 | 365,006 | N/A | — |
432,600 | 22,755 |
913 |
821,274 |
| 2022 | 331,188 | N/A | — |
416,350 | 23,300 |
213 |
771,051 |
| Jason Sharpe | |||||||
| Chief OperatingOfficer,ATCO Energy | Systems | ||||||
| 2024 | 468,750 | 188,234 |
114,750 |
475,000 | 32,490 |
16,406 |
1,295,630 |
| 2023 | 437,500 | N/A | 99,500 |
360,000 | 31,560 |
15,313 |
943,873 |
| 2022 | 400,000 | N/A | 143,250 |
500,000 | 30,780 |
13,563 |
1,087,593 |
| Becky A. Penrice | |||||||
| Executive Vice | President,Corporate Services | ||||||
| 2024 | 407,047 | 156,862 |
137,700 |
469,260 | 23,100 |
10,176 |
1,204,145 |
| 2023 | 387,538 | N/A | 119,400 |
432,600 | 22,755 |
9,688 |
971,981 |
| 2022 | 370,930 | N/A | 143,250 |
567,750 | 23,300 |
9,273 |
1,114,503 |
| Wayne K. Stensby 8 | |||||||
| Former Chief OperatingOfficer,ATCO | EnergySystems | ||||||
| 2024 | 837,500 | 313,723 |
344,250 |
850,000 | 486,325 |
29,313 |
2,861,111 |
| 2023 | 400,000 | N/A | 318,400 |
457,143 | 272,808 |
17,371 |
1,465,722 |
| 2022 | — | — |
— |
— | — |
— |
— |
| Brian P. Shkrobot9 | |||||||
| Former Executive Vice President & Chief Financial Officer | |||||||
| 2024 | 62,213 | N/A | N/A | N/A | 3,850 | 1,760,199 |
1,826,262 |
| 2023 | 365,006 | N/A | 238,800 |
302,820 | 22,755 |
6,387 |
935,768 |
| 2022 | 331,188 | N/A | 343,800 |
492,050 | 23,300 |
82,747 |
1,273,085 |
(1) The disclosure regarding the named executivesʼ ATCO equity compensation as well as information regarding the equity plans is set out in the ATCO and/or Canadian Utilities management proxy circulars dated March 7, 2025, as applicable, which are incorporated herein by reference and will be available on SEDAR+ at www.sedarplus.ca.
(2) The share based awards value represents the grant date fair value of the RSUs awarded plus the value of additional RSUs received during the calendar year on each dividend payment date. The accounting fair value is based on the full value share price at the time of grant.
(3) The option values shown for the last three years are the grant date fair values determined using the Black-Scholes method, the same method used for determining the accounting fair values. The assumptions used were as follows:
CU INC. 2024 ANNUAL INFORMATION FORM 30
| Option Assumptions Expected life (years) Risk free rate of return Volatility Dividendyield |
2024 2023 2022 |
2024 2023 2022 |
2024 2023 2022 |
2024 2023 2022 |
2024 2023 2022 |
|---|---|---|---|---|---|
| Canadian Utilities ATCO |
Canadian Utilities ATCO |
Canadian Utilities ATCO |
|||
| 6.7 7.0 2.75% 2.76% 23.47% 24.62% 5.07% 4.24% |
6.7 | 7.0 | 6.8 | 7.1 | |
| 3.82% | 3.79% | 3.20% | 3.17% | ||
| 22.81% 5.69% |
24.48% 5.14% |
21.44% 4.41% |
25.98% 3.98% |
-
(4) Total Canadian Utilities and ATCO restricted share units.
-
(5) Total Canadian Utilities and ATCO stock options and share appreciation rights.
-
(6) Estimated using a prescribed formula based on several assumptions. Also includes other compensatory items. For additional information, please see the disclosure under Pension and Retirement Benefits starting on Page 32.
-
(7) Employer contributions to the Employee Share Purchase Plan. Mr. Shkrobot's compensation includes $1,759,111 related to his retirement allowance. The values in the table represents the CU Inc. portion of the compensation expense.
-
(8) Mr. Stensby was Chief Operating Officer, ATCO Energy Systems until his retirement on January 31, 2025.
-
(9) Mr. Shkrobot was Executive Vice President & Chief Financial Officer until his retirement on March 1, 2024.
INCENTIVE PLAN AWARDS
With the exception of Mr. Sharpe and Ms. Penrice, the disclosure regarding the named executivesʼ equity compensation as well as information regarding the equity plans is set out in the Canadian Utilities and/or ATCO management proxy circulars dated March 7, 2025, as applicable, which are incorporated herein by reference and will be available on SEDAR+ at www.sedarplus.ca.
Outstanding Share-Based Awards
The table below shows Mr. Sharpe's and Ms. Penrice's outstanding share-based awards as of December 31, 2024.
| Share-based awards | Share-based awards | Share-based awards |
|---|---|---|
| Number of share-based awards that have not vested (#) |
Market or payout value of share-based awards that have not vested1 ($) |
Market or payout value of vested share-based awards not paid out or distributed ($) |
| Canadian Utilities ATCO |
Canadian Utilities ATCO |
Canadian Utilities ATCO |
| Jason Sharpe | ||
| 2024 6,158 0 |
214,606 0 |
N/A N/A |
| Becky A. Penrice | ||
| 2024 5,132 5,104 |
178,850 242,848 |
N/A N/A |
(1) Based on the market value as of December 31, 2024, of Canadian Utilities Class A shares ($34.85) and ATCO Class I Shares ($47.58). The share-based awards value includes the value of additional RSUs received during the calendar year on each dividend payment date.
31 CU INC. 2024 ANNUAL INFORMATION FORM
Outstanding Option-Based Awards
The table below shows Mr. Sharpe's and Ms. Penrice's outstanding incentive plan awards as of December 31, 2024.
| The table below showsMr. Sharpe's and Ms. Penrice'soutstanding incentive plan awards as of December 31, 2024. | The table below showsMr. Sharpe's and Ms. Penrice'soutstanding incentive plan awards as of December 31, 2024. | The table below showsMr. Sharpe's and Ms. Penrice'soutstanding incentive plan awards as of December 31, 2024. | The table below showsMr. Sharpe's and Ms. Penrice'soutstanding incentive plan awards as of December 31, 2024. | The table below showsMr. Sharpe's and Ms. Penrice'soutstanding incentive plan awards as of December 31, 2024. |
|---|---|---|---|---|
| Option-based awards | ||||
| Number of securities underlying unexercised options (#) |
Option exercise price /SARs base value ($) |
Option / SARs expiration date |
Value of unexercised in- the-money options / SARs5 ($) |
|
| Canadian Utilities Options1 SARs2 |
ATCO Options3 SARs4 |
Canadian Utilities ATCO |
Canadian Utilities ATCO |
|
| Jason Sharpe | ||||
| 2024 25,000 N/A 2023 25,000 N/A 2022 25,000 N/A 2021 10,000 N/A 2020 10,000 N/A 2019 2,000 2,000 2018 2,000 2,000 2017 2,000 2,000 2016 1,500 1,500 2015 1,000 1,000 2015 1,000 1,000 |
N/A N/A N/A N/A N/A N/A 2,000 N/A 2,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A |
35.24 N/A 31.28 N/A 40.89 N/A 35.76 45.38 32.09 38.40 38.97 N/A 34.13 N/A 38.07 N/A 36.08 N/A 29.97 N/A 40.78 N/A |
2032-09-15 2031-09-15 2030-09-15 2029-06-15 2028-12-15 2029-11-15 2028-03-15 2027-03-15 5 2025-12-15 2025-03-15 |
0 N/A 89,250 N/A 0 N/A 0 4,400 27,600 18,360 0 N/A 2,880 N/A 0 N/A 0 N/A 9,760 N/A 0 N/A |
| Becky A. Penrice | ||||
| 2024 30,000 N/A 2023 30,000 N/A 2022 25,000 N/A 2021 3,000 N/A 2020 3,000 N/A |
30,000 N/A 30,000 N/A 25,000 N/A 3,000 N/A 3,000 N/A |
35.24 45.46 31.28 36.41 40.89 47.54 35.76 45.38 32.09 38.40 |
2031-09-15 2031-09-15 2030-09-15 2029-06-15 2028-12-15 |
0 63,600 107,100 335,100 0 1,000 0 6,600 8,280 27,540 |
(1) Options to buy Canadian Utilities Class A shares.
(2) Share appreciation rights based on Canadian Utilities Class A shares.
(3) Options to buy ATCO Class I Shares.
(4) Share appreciation rights based on ATCO Class I Shares.
(5) The difference between the market value as of December 31, 2024, of Canadian Utilities Class A shares ($34.85) and ATCO Class I Shares ($47.58) underlying the option-based awards and the exercise price of the option-based awards.
Incentive plan awards — value vested or earned during the year
The table below shows incentive plan awards that have vested or were earned for Mr. Sharpe and Ms. Penrice during 2024.
| Incentive plan awards — value vested or earned during the year The table below shows incentive plan awards that have vested or were earned forMr. Sharpe and Ms. Penriceduring 2024. |
Incentive plan awards — value vested or earned during the year The table below shows incentive plan awards that have vested or were earned forMr. Sharpe and Ms. Penriceduring 2024. |
Incentive plan awards — value vested or earned during the year The table below shows incentive plan awards that have vested or were earned forMr. Sharpe and Ms. Penriceduring 2024. |
Incentive plan awards — value vested or earned during the year The table below shows incentive plan awards that have vested or were earned forMr. Sharpe and Ms. Penriceduring 2024. |
|---|---|---|---|
| Option-based awards Share-based awards Non-equity incentive plan compensation |
|||
| Value vested during the year ($) |
Value vested during the year ($) |
Value earned during the year ($) |
|
| Canadian Utilities ATCO Canadian Utilities ATCO |
|||
| Options1 SARs2 |
Options3 SARs4 |
||
| Jason Sharpe 37,063 0 BeckyA. Penrice 37,050 N/A |
335 N/A 82,388 N/A |
N/A N/A N/A N/A |
475,000 469,260 |
(1) Options to buy Canadian Utilities Class A shares.
(2) Share appreciation rights based on Canadian Utilities Class A shares.
(3) Options to buy ATCO Class I Shares.
(4) Share appreciation rights based on ATCO Class I Shares.
CU INC. 2024 ANNUAL INFORMATION FORM 32
PENSION PLAN
The named executives participate in the Retirement Plan for Employees of Canadian Utilities Limited and Participating Companies (CU plan), which has both a defined benefit (DB) and defined contribution (DC) component.
Nancy C. Southern participates in the DB component. Katie Patrick, Jason Sharpe, and Becky A. Penrice participate in the DC component. Wayne K. Stensby was a suspended participant in the DB component and participated in the DC component until his retirement. Brian P. Shkrobot participated in the DC component of the Canadian Utilities plan until his retirement.
How the DB component works:
-
Executives do not contribute to the plan
-
Participants can retire with full benefits when they turn 62, or if their age plus their years of service equals 90 or more. They can retire as early as age 55. However, if they have not achieved 90 points, their pension benefit is reduced by 3 per cent for every year of retirement before age 62, and by another 3 per cent for every year before age 60
-
Pension benefits are paid until the participant dies; then, 60 per cent is paid to the surviving spouse
-
Retiree pension benefit payments have historically been increased annually with inflation, to a maximum of 3 per cent
How we calculate the pension benefit:
average yearʼs maximum average salary (highest five consecutive Years of 1.4% X pensionable earnings + 2% X years of base salary, not including x service ($64,060 in 2024) short-term incentive) minus $64,060
How the DC component works:
-
Executives do not contribute to the plan
-
The Company contributes 10 per cent of base salary up to the maximum permitted by the Income Tax Act (Canada) which was $32,490 in 2024
-
Participants are responsible for the investment decisions in the DC plan and may invest contributions in a broad selection of funds
SUPPLEMENTAL PENSION BENEFITS
Pension benefits under our pension plans are subject to limits imposed by the Income Tax Act (Canada). Benefits that are higher than these limits are paid to Nancy C. Southern and Wayne K. Stensby as a supplemental pension. This supplemental pension is provided by Canadian Utilities and benefits are not pre-funded; it is also inclusive of the benefit under the Canadian Utilities plan. Wayne K. Stensby's supplemental pension is the amount exceeding these limits had he remained active in the DB provision, with the same survivor benefits and top-up for inflation.
How it works:
-
Supplemental pension benefits are provided as a defined benefit plan
-
Executives do not contribute to the supplemental plan
-
Service is limited to 35 years
Nancy C. Southernʼs supplemental pension benefit is part of her employment agreement. Her benefits are calculated as 80 per cent of the average of the highest five years of cash compensation (salary and short-term incentives) throughout her career.
33 CU INC. 2024 ANNUAL INFORMATION FORM
PENSION AND RETIREMENT BENEFITS
DEFINED BENEFIT
The table below shows the pension benefits and accrued obligations under all registered pension plans and supplemental arrangements for Nancy C. Southern and Wayne K. Stensby, as allocated to CU Inc.
| Number of years credited service (#) |
Annual Benefits Payable ($) Opening present value of defined benefit obligation ($) Compensatory change ($) Non compensatory change ($) Closing present value of defined benefit obligation ($) At year end At age 65 |
|---|---|
| Nancy C. Southern 29.00 Wayne K. Stensby1 35.00 |
1,528,176 1,528,176 26,493,319 1,344,847 (2,014,385) 25,823,781 312,863 312,863 5,544,941 453,835 613,447 6,612,223 |
(1) Mr. Stensby was Chief Operating Officer, ATCO Energy Systems until his retirement on January 31, 2025.
Number of years of credited service is the time the executive has been a member of the pension plan, and is used to calculate the pension.
Annual benefits payable at year end is based on the defined benefit credited service and actual average pensionable earnings at December 31, 2024. The benefits are reduced if a named executive is eligible for early retirement.
Annual benefits payable at age 65 is based on actual average pensionable earnings at December 31, 2024, and their projected service at age 65, to a maximum of 35 years service.
The Company calculates the accrued pension obligation using the method prescribed by International Financial Reporting Standards and based on managementʼs best estimate of future events that affect the cost of pensions, including assumptions about adjustments to base salary in the future.
The compensatory change includes the service cost, differences between actual and estimated earnings, the impact of plan amendments and past service benefits, as well as changes in expected future retirement dates.
The non-compensatory change includes interest on the obligation, the impact of assumption changes, and the impact of changing the CU Inc. allocation from 72.1 per cent in 2023 to 71.1 per cent in 2024. See Note 15, Retirement Benefits, in the Company's consolidated financial statements for the year ended December 31, 2024, for more information about the methods and assumptions used to calculate accrued obligations.
DEFINED CONTRIBUTION
The table below shows the defined contribution disclosure for the named executives, as allocated to CU Inc.
| Accumulated value at start | Accumulated value at year | ||
|---|---|---|---|
| of year | Compensatory1 | end | |
| ($) | ($) | ($) | |
| Katie Patrick | 209,848 | 23,100 | 277,915 |
| Jason Sharpe | 711,208 | 32,490 | 960,046 |
| Becky A. Penrice | 98,383 | 23,100 | 138,148 |
| Wayne K. Stensby2 | 1,234,073 | 32,490 | 1,559,422 |
| Brian P. Shkrobot3 | 618,500 | 3,850 | 0 |
(1) The compensatory amount is the Company's contribution. Participants are responsible for their investments and may invest contributions in a broad selection of funds.
(2) Mr. Stensby was Chief Operating Officer, ATCO Energy Systems until his retirement on January 31, 2025.
(3) Mr. Shkrobot was Executive Vice President & Chief Financial Officer until his retirement on March 1, 2024.
CU INC. 2024 ANNUAL INFORMATION FORM 34
TERMINATION AND CHANGE OF CONTROL
Termination of employment of an executive is subject to applicable legislation and common law provisions as no employment agreements are in place for the named executives, except for Ms. Southern. See the Canadian Utilities and/or ATCO management proxy circulars dated March 7, 2025, which are incorporated by reference herein and will be available on SEDAR+ at www.sedarplus.ca, for an explanation as to how various components of our compensation program are typically impacted by retirement, resignation, change of control, and termination.
Details regarding termination and change of control that would apply to the Companyʼs named executives, other than Mr. Sharpe and Ms. Penrice, are set out in the Canadian Utilities and/or ATCO management proxy circulars dated March 7, 2025, which are incorporated herein by reference and will be available on SEDAR+ at www.sedarplus.ca.
The table below shows incremental amounts that would be paid to Mr. Sharpe and Ms. Penrice based on differing scenarios – retirement, resignation, termination without cause, and change of control without termination, assuming the triggering event took place on December 31, 2024.
| Termination | Change of control | ||||
|---|---|---|---|---|---|
| Retirement | Resignation | without cause | without termination | ||
| Incremental Amounts | ($) | ($) | ($)1 | ($)2 | |
| Jason Sharpe | |||||
| Cash payment | |||||
| Share-based awards3 | 214,606 | ||||
| Option-based awards4 | 68,038 | ||||
| Pension | |||||
| Benefits | |||||
| Perquisites | |||||
| Total | 281,544 | ||||
| Becky A. Penrice | |||||
| Cash payment | |||||
| Share-based awards3 | 421,699 | ||||
| Option-based awards4 | 397,400 | ||||
| Pension | |||||
| Benefits | |||||
| Perquisites | |||||
| Total | 819,099 |
(1) Mr. Sharpe and Ms. Penrice are not entitled to any incremental payments in the event of termination for cause.
(2) The cash payment that would be made upon termination in the event of change of control is the same value as shown under "Termination without cause".
(3) Assumes the vesting of all unvested restricted share units. Shows the estimated value of accelerated awards based on $34.85 and $47.58, the respective closing prices of Canadian Utilities Class A shares and ATCO Class I Shares on December 31, 2024. The share-based awards value includes the value of additional RSUs received during the calendar year on each dividend payment date.
(4) Assumes the exercise of all unvested options and share appreciation rights. Shows the estimated value of accelerated awards based on $34.85 and $47.58, the respective closing prices of Canadian Utilities Class A shares and ATCO Class I Shares on December 31, 2024.
DIRECTOR COMPENSATION
For information on the annual retainers paid to non-employee directors for acting as directors of the Company in 2024, please see page 17.
Mr. Booth is a director of the Company as well as ATCO. The disclosure required by item 7 of National Instrument 51-102F6 Statement of Executive Compensation is set out in the ATCO management proxy circular dated March 7, 2025, which is incorporated herein by reference and will be available on SEDAR+ at www.sedarplus.ca.
Ms. Charlton and Mr. Normand are directors of the Company as well as Canadian Utilities. The disclosure required by item 7 of National Instrument 51-102F6 Statement of Executive Compensation is set out in the Canadian Utilities management proxy circular dated March 7, 2025, which is incorporated herein by reference and will be available on SEDAR+ at www.sedarplus.ca.
Ms. Southern and Ms. Southern-Heathcott are directors of the Company as well as ATCO and Canadian Utilities. Ms. Southern is an employee of the Company and does not receive compensation as a director. The disclosure required by item 7 of
35 CU INC. 2024 ANNUAL INFORMATION FORM
National Instrument 51-102F6 Statement of Executive Compensation , for Ms. Southern-Heathcott as it pertains to the Company, is set out in the Canadian Utilities management proxy circular dated March 7, 2025, which is incorporated herein by reference and will be available on SEDAR+ at www.sedarplus.ca.
CU INC. 2024 ANNUAL INFORMATION FORM 36