EXHIBIT 2
[TRANSCANADA LOGO] [COMPUTERSHARE LOGO]
Computershare Trust Company of Canada
9th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com
SECURITY CLASS
HOLDER ACCOUNT NUMBER
Please print in ink. Print in CAPITAL
letters inside the grey areas as shown in
this example.
/ A / B / C / / 1 / 2 / 3 / / X /
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FORM OF PROXY - ANNUAL AND SPECIAL MEETING TO BE HELD ON APRIL 23, 2004
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NOTES TO PROXY
1. EVERY HOLDER HAS THE RIGHT TO APPOINT SOME OTHER PERSON OF THEIR CHOICE,
WHO NEED NOT BE A HOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT THE MEETING.
IF YOU WISH TO APPOINT A PERSON OTHER THAN THE PERSONS WHOSE NAMES ARE
PRINTED HEREIN, PLEASE INSERT THE NAME OF YOUR CHOSEN PROXYHOLDER IN THE
SPACE PROVIDED (SEE REVERSE).
2. If the securities are registered in the name of more than one owner (for
example, joint ownership, trustees, executors, etc.), then all those
registered should sign this proxy. If you are voting on behalf of a
corporation or another individual you may be required to provide
documentation evidencing your power to sign this proxy with signing
capacity stated.
3. This proxy should be signed in the exact manner as the name appears on the
proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it
is mailed by Management to the holder.
5. THE SECURITIES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
HOLDER, HOWEVER, IF SUCH A DIRECTION IS NOT MADE IN RESPECT OF ANY MATTER,
THIS PROXY WILL BE VOTED AS RECOMMENDED BY MANAGEMENT.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
VOTING BY MAIL may be the only method for holdings held in the name
of a corporation or holdings being voted on behalf of an individual.
VOTING BY MAIL OR BY INTERNET are the only methods by which a
holder may appoint a person as proxyholder other than the
Management nominees named on the reverse of this proxy.
Instead of mailing this proxy, you may choose one of the two voting
methods outlined below to vote this proxy. Have this proxy in hand
when you call.
RECEIVE DOCUMENTS ELECTRONICALLY - You can enrol to receive future
securityholder communication electronically, after you vote using the
Internet. If you don't vote online, you can still enrol for this service.
Follow the instructions below.
<Table>
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[GRAPHIC] TO VOTE USING THE TELEPHONE
(WITHIN CANADA AND U.S.) [GRAPHIC] TO VOTE USING THE INTERNET [GRAPHIC] TO RECEIVE DOCUMENTS ELECTRONICALLY
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- Call the toll free number - Go to the following web site: - You can enrol to receive future
listed BELOW from a touch www.computershare.com/ca/proxy securityholder communications
tone telephone. There is electronically, after you vote
NO CHARGE for this call. using the Internet. If you DON'T
vote online, you can still enrol
1 (877) 236-4857 by visiting www.computershare.com
- click "Investors" and then
"Electronic Shareholder
Communications".
</Table>
YOU WILL NEED TO PROVIDE YOUR HOLDER ACCOUNT NUMBER AND PROXY ACCESS NUMBER
LISTED BELOW.
HOLDER ACCOUNT NUMBER PROXY ACCESS NUMBER
IF YOU VOTE BY TELEPHONE OR THE INTERNET, DO NOT MAIL BACK THIS PROXY.
Proxies submitted must be received by 4:30 pm (EDT) on April 21, 2004.
THANK YOU
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[BAR CODE GRAPHIC]
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THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT.
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APPOINTMENT OF PROXYHOLDER
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I/WE BEING SHAREHOLDER(S) OF TRANSCANADA CORPORATION OR Print the name of the --------------------
HEREBY APPOINT: Richard F. Haskayne, Chair, or person you are appointing
failing him Harold N. Kvisle, President and CEO, if this person is someone
or failing him Rhondda E.S. Grant, Vice-President other than the Chairman
and Corporate Secretary of the Meeting. --------------------
</Table>
as my/our proxyholder with full power of substitution and to vote in
accordance with the following directions (or if no directions have been
given, as the proxyholder sees fit) and all other matters that may properly
come before the ANNUAL AND SPECIAL MEETING OF TRANSCANADA CORPORATION TO BE
HELD IN THE IMPERIAL BALLROOM AT THE HYATT REGENCY CALGARY DOWNTOWN,
700 CENTRE STREET S.E., CALGARY, ALBERTA, ON FRIDAY, APRIL 23, 2004 AT
10:30 AM (MOUNTAIN DAYLIGHT TIME), and at any adjournment thereof.
1. ELECTION OF DIRECTORS
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<Caption>
FOR WITHHOLD FOR WITHHOLD FOR WITHHOLD
01. D. D. Baldwin / / / / 05. K. L. Hawkins / / / / 09. D. P. O'Brien / / / /
02. W. K. Dobson / / / / 06. S. B. Jackson / / / / 10. J. R. Paul / / / /
03. P. Gauthier / / / / 07. P. L. Joskow / / / / 11. H. G. Schaefer / / / /
04. R. F. Haskayne / / / / 08. H. N. Kvisle / / / / 12. W. T. Stephens / / / /
</Table>
2. APPOINTMENT OF AUDITORS
FOR WITHHOLD
Appointment of KPMG LLP, Chartered Accountants, / / / /
as Auditors and authorize the directors to fix
their remuneration.
3. AMENDMENTS TO THE STOCK OPTION PLAN FOR AGAINST
Resolution amending the Stock Option Plan, as
described in the accompanying Management Proxy / / / /
Circular.
4. APPROVAL OF THE SHAREHOLDER RIGHTS PLAN FOR AGAINST
Resolution continuing and ratifying, confirming
and approving the Shareholder Rights Plan, as / / / /
described in the accompanying Management Proxy
Circular.
THE PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE COMPANY. This form
of the proxy, when properly executed, confers discretionary authority with
respect to amendments to the matters identified in the Notice of Annual
Meeting or other matters which properly come before the Meeting and the
replacement of any nominee identified above if such nominee becomes unable or
unwilling to serve. Management knows of no such amendments replacements or
other matters. The shares represented by this proxy will be voted or withheld
from voting on any ballot that may be called for. Where the person whose
proxy is solicited specifies a choice with respect to any matter to be voted
upon, the shares shall be voted in accordance with the choice so made. IF NO
CHOICE IS SPECIFIED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN
FAVOUR OF THE MATTER.
AUTHORIZED SIGNATURE(S) - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
I/We hereby revoke any proxy previously given with respect to the Meeting. IF NO
VOTING INSTRUCTIONS ARE INDICATED ABOVE, THIS PROXY WILL BE VOTED AS RECOMMENDED
BY MANAGEMENT. I/We authorize you to act in accordance with my/our instructions
set out herein.
Signature(s) Date - Day Month Year
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/ / / / / / / / / / /
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INTERIM FINANCIAL DISCLOSURE
In accordance with securities regulations, Mark this box if you
shareholders may elect annually to receive would like to receive
interim financial statements, if they so / / interim financial
request. If you wish to receive interim statements.
financial statements, please mark this box:
As always, you can access TransCanada reports online at www.transcanada.com
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