Annual and Special Meeting of Shareholders of
TransCanada Corporation (“TransCanada”)
May 1, 2015
REPORT OF VOTING RESULTS
National Instrument 51-102 – Continuous Disclosure Obligations, Section 11.3
1. Election of Directors
By resolution passed via ballot, the following 11 nominees were appointed as Directors of TransCanada to serve until the next annual meeting of shareholders of TransCanada, or until their successors are elected or appointed. The results of the ballot were as follows:
Nominee | # Votes For | % Votes For | # Votes Withheld | % Votes Withheld |
Kevin E. Benson | 338,385,874 | 98.34 | 5,726,837 | 1.66 |
Derek H. Burney | 335,490,909 | 97.49 | 8,621,171 | 2.51 |
Paule Gauthier | 338,122,060 | 98.26 | 5,990,500 | 1.74 |
Russell K. Girling | 338,970,732 | 98.51 | 5,141,980 | 1.49 |
S. Barry Jackson | 338,454,635 | 98.36 | 5,658,076 | 1.64 |
Paula Rosput Reynolds | 338,415,097 | 98.34 | 5,696,983 | 1.66 |
John Richels | 297,000,504 | 86.31 | 47,112,055 | 13.69 |
Mary Pat Salomone | 340,476,224 | 98.94 | 3,636,487 | 1.06 |
D. Michael G. Stewart | 340,638,900 | 98.99 | 3,473,810 | 1.01 |
Siim A. Vanaselja | 339,990,729 | 98.80 | 4,121,981 | 1.20 |
Richard E. Waugh | 340,511,473 | 98.95 | 3,601,053 | 1.05 |
2. Appointment of Auditors
By a resolution passed via show of hands, KPMG LLP, Chartered Accountants, were appointed as auditors of TransCanada to hold office until the next annual meeting of shareholders and the directors were authorized to fix their remuneration. Proxies were received on this matter as follows:
Votes For | % Votes For | Votes Withheld | % Votes Withheld |
353,881,953 | 97.34 | 9,653,556 | 2.66 |
3. Acceptance of TransCanada’s Approach to Executive Compensation
By resolution passed via ballot, on an advisory basis, the TransCanada’s approach to Executive Compensation was approved. The results of the ballot were as follows:
Votes For | % Votes For | Votes Withheld | % Votes Withheld |
334,127,048 | 97.10 | 9,988,751 | 2.90 |
4. Approval of the Amendment to the Articles
By special resolution passed via ballot, the amendment to the articles of TransCanada was approved by not less than two-thirds of votes cast. The results of the ballot were as follows:
Votes For | % Votes For | Votes Withheld | % Votes Withheld |
360,601,295 | 99.22 | 2,845,945 | 0.78 |
5. Approval of the Amendments to By-law Number 1
By resolution passed via ballot, the amendments to By-law Number 1 of TransCanada were approved. The results of the ballot were as follows:
Votes For | % Votes For | Votes Withheld | % Votes Withheld |
334,127,048 | 97.10 | 9,988,751 | 2.90 |