FTRSF Fortis Inc (PK)

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As filed with the Securities and Exchange Commission on February 14, 2020

Registration No. 333-218032

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Post-Effective Amendment
No. 1 to

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Fortis Place, Suite 1100

5 Springdale Street

St. John’s, Newfoundland and Labrador

Canada A1E 0E4

(709) 737-2800

(Address and telephone number of Principal Executive Offices)

FortisUS Inc.

c/o The Corporation Trust Corporation

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(302) 658-7581

(Name, address and telephone number of agent for service)

with copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. x

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is an emerging growth Corporation as defined in Rule 405 of the Securities Act of 1933.

Emerging growth Corporation o

If an emerging growth Corporation that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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FORTIS INC.

6,000,000 COMMON SHARES

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Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this amended prospectus  to the extent that a statement contained herein or therein or in any other later filed document that also is incorporated by reference in this amended prospectus modifies or supersedes such statement.  Any such statement so modified shall not be deemed, except as so modified, to constitute a part of this amended prospectus.  Any such statement so superseded shall be deemed not to constitute a part of this amended prospectus.

You may obtain, without charge, upon written or oral request, a copy of any of the documents incorporated by reference herein.  Requests should be directed to the Secretary of the Corporation at Fortis Place, Suite 1100, 5 Springdale Street, St. John’s, Newfoundland and Labrador, Canada A1E 0E4 (telephone (709) 737-2800).  Additionally, copies of such documents may be accessed through the “Investor Relations — Financial and Regulatory Reports” section of our website at www.fortisinc.com.

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The forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. These factors should be considered carefully and undue should not be placed on the forward-looking information. Factors which could cause results or events to differ from current expectations include, but are not limited to: uncertainty regarding the outcome of regulatory proceedings at our utilities; the impact of fluctuations in foreign exchange rates; risks relating to pending and future changes in environmental regulations; interest rate risk; risks associated with the continuation, renewal, replacement and/or regulatory approval of power supply and capacity purchase contracts; risks relating to energy prices; provincial, state and federal regulatory legislative decisions and actions; risks relating to any potential downgrade of our credit ratings; risks relating to our ability to access capital markets on favourable terms or at all; the cost of debt and equity capital; risks associated with changes in economic conditions; changes in regional economic and market conditions which could affect customer growth and energy usage; risks relating to the impact of actual loads, forecasted loads, regional economic conditions, weather conditions, union strikes, labour shortages, material and equipment prices and availability; the performance of the stock market and changing interest rate environment; risks from regulatory approvals for reasons relating to rate construct, environmental, siting, regional planning, cost recovery or other issues or as a result of legal proceedings; risks arising from variances between estimated and actual costs of construction contracts awarded and the potential for greater competition; insurance coverage risk; risk of loss of licences and permits; risk of loss of service area; risks relating to derivatives; the continued ability to hedge foreign exchange risk; counterparty risk; environmental risks; competitiveness of natural gas; natural gas, fuel, coal and electricity supply risk; risks relating to human resources and labour relations; risk of unexpected outcomes of legal proceedings currently against us; risk of not being able to access Indigenous Peoples’ lands; weather and seasonality risk; commodity price risk; capital resources and liquidity risks; changes in critical accounting estimates; risks related to changes in tax legislation; the ongoing restructuring of the electric industry; changes to long-term contracts; risk of failure of information technology infrastructure and cyber-attacks or challenges to our information security; risk associated with the impacts of less favourable economic conditions on our results of operations; risk associated with the completion of our capital expenditure plan, including completion of major capital projects on the timelines anticipated and at the expected amounts; uncertainty in the timing and access to capital markets to arrange sufficient and cost-effective financing to finance, among other things, capital expenditures and the repayment of maturing debt; and certain presently unknown or unforeseen risks, including, but not limited to, acts of terrorism.  This list is not exhaustive of the factors that may affect any of our forward-looking information.  For additional information with respect to our risk factors reference should be made to our 2019 Annual Report, incorporated by reference in this amended prospectus, and to continuous disclosure materials that we file from time to time with the SEC.

Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.  This forward-looking information is made as of the date of this amended prospectus.  There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information.  Accordingly, readers are cautioned not to place undue reliance on the forward-looking information.  All forward-looking information in this amended prospectus and the documents incorporated by reference herein is qualified in its entirety by the above cautionary statements and, except as required by law, we undertake no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise.

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THE CORPORATION

We are a North American electric and gas utility holding Corporation, with total assets of C$53.4 billion as at December 31, 2019, and revenue totaling C$8.8 billion and C$8.4 billion for the years ended December 31, 2019 and 2018, respectively. Our 9,000 employees serve customers at utility operations in five Canadian provinces, nine U.S. states and three Caribbean countries.

Our principal executive offices are located at Fortis Place, Suite 1100, 5 Springdale Street, St. John’s, Newfoundland and Labrador, Canada A1E 0E4, and our telephone number is (709) 737-2800.

Our Common Shares are listed on both the TSX and the NYSE under the symbol “FTS”.

Our business segments are:

(a)           Regulated Independent Transmission — United States: consisting of the electric transmission operations of ITC, which is our indirect subsidiary, with Eiffel Investment Pte Ltd (an affiliate of GIC Pte Ltd.) owning a 19.9% interest in ITC.  ITC’s business consists primarily of the electric transmission operations of ITC’s regulated operating subsidiaries, which include International Transmission Corporation, Michigan Electric Transmission Corporation, LLC, ITC Midwest LLC, ITC Great Plains, LLC and ITC Interconnection LLC.  ITC owns and operates high-voltage transmission systems in Michigan’s Lower Peninsula and portions of Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma that transmit electricity from generating stations to local distribution facilities connected to ITC’s systems;

(b)           Regulated Electric & Gas Utilities — United States: consisting of vertically integrated electrical and gas utilities in the state of Arizona: TEP, UNS Electric, Inc. and UNS Gas, Inc., each a subsidiary of UNS Energy Corporation, or UNS Energy; together with Central Hudson Gas & Electric Corporation, a regulated transmission and distribution utility located in New York State’s Mid-Hudson River Valley;

(c)           Regulated Electric & Gas Utilities — Canadian and Caribbean: consisting of: (i) FortisBC Energy, the largest distributor of natural gas in British Columbia, serving residential, commercial and industrial and transportation customers in more than 135 communities; (ii) FortisAlberta Inc., a regulated electric distribution utility serving a substantial portion of southern and central Alberta; (iii) FortisBC Inc., an integrated, regulated electric utility serving the southern interior of British Columbia; (iv) Newfoundland Power, a regulated electric utility that operates throughout the island portion of the Province of Newfoundland and Labrador; (v) Maritime Electric Corporation, Limited, a regulated electric utility on Prince Edward Island; (vi) FortisOntario Inc., which provides regulated, integrated electric utility service in Fort Erie, Cornwall, Gananoque, Port Colborne and the District of Algoma in Ontario; (vii) a 39% equity investment in the Wataynikaneyap Power Limited Partnership, a power project in Ontario in the development stage; (viii) an indirect approximate 60% controlling ownership interest in Caribbean Utilities Corporation, Ltd., an integrated electric utility in Grand Cayman, Cayman Islands, the Class A Ordinary Shares of which are listed on the TSX under the symbol CUP.U; (ix) Fortis Turks and Caicos, integrated electric utilities on the Turks and Caicos Islands; and (x) an approximate 33% equity investment in Belize Electricity Limited, an integrated electric utility in Belize;

(d)           Non-Regulated — Energy Infrastructure: consisting of: (i) the Aitken Creek natural gas storage facility in British Columbia; and (ii) the 25-MW Mollejon, 7-MW Chalillo and 19-MW Vaca hydroelectric generating facilities in Belize; and

(e)           Non-Regulated — Corporate and Other: captures expense and revenue items not specifically related to any reportable segment and those business operations that are below the required threshold for reporting as separate segments.

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How do I enroll in the Plan?

If you are a registered shareholder, to join the Plan you must complete, sign and return a Reinvestment Enrolment - Participant Declaration Form to the Plan Agent or enroll through the Plan Agent’s self-service web portal.  If you are a non-registered shareholder, you should contact the intermediary through which you hold your Common Shares to participate in the Plan.  If your intermediary is unwilling or unable to enroll your Common Shares in the Plan, you may become a registered shareholder by instructing your intermediary to send you a share certificate representing your Common Shares and you may enroll in the Plan by following the procedure for registered shareholders.

The signature of the shareholder on a Reinvestment Enrolment — Participant Declaration Form must correspond exactly to the name of such registered holder.  If a shareholder has Common Shares registered in different names on different share certificates, it is necessary for such shareholder to complete, sign and submit as many separate Reinvestment Enrolment - Participant Declaration Forms as there are different registrations, or else request that such certificates be consolidated.

Once enrolled, participation in the Plan continues until you terminate your participation, until we terminate your participation, until your death, or until we terminate the Plan.

What should I do if I was a participant under the Prior Plan?

If you were a participant under the Prior Plan and you wish to continue to participate in the Plan you do not need to take any action at this time.  If you wish to cease participation in the Plan at any time you should take the steps outlined below under “How do I terminate my participation in the Plan?”

How do I make an optional cash payment?

You can make optional cash payments when or after enrolling in the Plan by enclosing a check payable to the Plan Agent accompanied by an Optional Cash Purchase - Participant Declaration Form properly completed and signed.  Participants in jurisdictions other than Canada may have to provide certain additional information with any check payable to the Plan Agent.  Thereafter, you should make optional cash payments by using the Optional Cash Purchase - Participant Declaration Form enclosed with each quarterly statement of account you are sent.  You may obtain additional forms at any time from the Plan Agent.  Alternatively, participants may make an optional cash payment by pre-authorized debit by using the Plan Agent’s self-service web portal. Pre-authorized debit instructions must be received by the Plan Agent at least ten Business Days before the Dividend Payment Date.

Your optional cash payments shall not be less than C$100 or US$100 per transaction nor greater than C$30,000 or US$30,000 per calendar year.

There is no obligation to make optional cash payments, to continue to make optional cash payments or to make all such payments in the same amount.  No interest will be paid to you on any funds held for investment or distribution under the Plan.

The Plan Agent is required under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) to collect and record certain information relating to optional cash purchases.  Compliance measures are explained in the Reinvestment Enrolment — Participant Declaration Form or Optional Cash Purchase - Participant Declaration Form and are also described on the Plan Agent’s self-service web portal.

All optional cash payments made in U.S. dollars to the Plan Agent will be converted into Canadian dollars by the Plan Agent on the dividend payment date based on the exchange rate in effect at the time of conversion.

Where will the Common Shares be purchased for participants under the Plan?

The Common Shares purchased by the Plan Agent will either be (i) existing shares purchased on the open market through the facilities of the TSX and/or any other stock exchange on which the Common Shares may from time to time be listed and posted for trading or (ii) new shares purchased directly from the Corporation.  Under the Plan, the Corporation determines, by written notice to the Plan Agent, which of these two sources the Plan Agent will use.

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How are dividends reinvested?

All dividends payable on Common Shares recorded for participation in the Plan, including Common Shares acquired and retained under the Plan, will be paid by us to the Plan Agent and will, after the deduction of any withholding tax applicable to participants residing outside of Canada, be used by the Plan Agent to purchase Common Shares for your account on the dividend payment date (if such Common Shares are purchased directly from the Corporation).  If Common Shares are purchased under the Plan on the open market, such purchases will commence starting one business day after the dividend payment date and ending three business days after the dividend payment date.

When will my dividend reinvestment begin?

Participation in the Plan becomes effective on the first Common Share dividend record date after the Plan Agent receives your completed participation form(s).  Your cash dividends (less any applicable withholding taxes) are invested in Common Shares on each subsequent dividend payment date.

When will my optional cash payment be invested?

Any optional cash payment that you provide is converted into Canadian dollars by the Plan Agent on or prior to the dividend payment date based on the exchange rate in effect at the time of conversion and is invested on the dividend payment date following receipt of such payment by the Plan Agent if the optional cash payment is received at least three full business days prior to the dividend payment date. Enrolment forms and cleared funds received less than three business days before a dividend payment date will be used to purchase Common Shares under the Plan on the next dividend payment date. If a participant makes an optional cash payment by pre-authorized debit by using the Plan Agent’s self-service web portal its bank account will be debited on the dividend payment date.

What will be the price of Common Shares purchased under the Plan?

If Common Shares purchased under the Plan are new shares purchased directly from us upon the reinvestment of cash dividends under the Plan, the price at which such Common Shares are purchased on your behalf will be the Average Market Price less a discount, if any, of up to 5%, at the our election.

On November 24, 2019, the Board adopted an amendment to the Plan, which terminated the 2% discount previously offered to participants on the purchase of Common Shares under the Plan effective from February 14, 2020.  The Board may reinstate, alter or eliminate the discount at any time in its sole discretion. If the discount is reinstated, altered or eliminated by the Board, the Corporation must publish a press release notifying participants of such change.  No discount will be applicable if Common Shares are new shares purchased directly from us for an optional cash payment (after converting any optional cash payments made in U.S. dollars into Canadian dollars based on the exchange rate in effect at the time of conversion as described above), in which case the price at which such Common Shares are purchased on your behalf will be the Average Market Price.

If Common Shares purchased under the Plan are purchased on the open market, upon either the reinvestment of cash dividends or as a result of an optional cash payment (and, in the case of an option cash payment, after converting any optional cash payments made in U.S. dollars into Canadian dollars based on the exchange rate in effect at the time of conversion as described above), the price at which such Common Shares will be purchased on your behalf is the average of the actual price paid (excluding brokerage commissions, fees and transaction costs) per Common Share by the Plan Agent.

What are the fees associated with participation in the Plan?

Participants in the Plan will not be charged any brokerage commission or other fees in connection with the purchase of Common Shares under the Plan, and we will pay all costs of administering the Plan. Participants will be responsible for any brokerage commission or other fees incurred in connection with any requested sales of their Common Shares held in the Plan.  You should obtain a copy of such charges from the Plan Agent before requesting the sale of any of your Common Shares held in the Plan.

If you are a beneficial owner of Common Shares, you should contact the intermediary through which you hold your Common Shares to confirm the fees, if any, the intermediary may charge to enroll your Common Shares in the Plan on your behalf or whether the intermediary’s policies might result in any costs otherwise becoming payable by you.

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Will I be issued certificates for Common Shares purchased on my behalf under the Plan?

You will not be issued a share certificate unless specifically requested.  Your quarterly statement of account will show the number of Common Shares held for an account under the Plan and can be also be accessed through the Plan Agent’s self-service web portal.  This convenience protects against loss, theft or destruction and reduces administrative costs.  Certificates or a statement of holdings of uncertificated Common Shares for whole Common Shares purchased with reinvested dividends and optional cash payments under the Plan will be provided upon written request to the Plan Agent from you or automatically upon termination of participation in the Plan.  Certificates or, if applicable, a statement of holdings of uncertificated Common Shares, will be issued in your name. Certificates will not be issued or, if applicable, a statement of holdings of uncertificated Common Shares will not be made, for any fraction of a Common Share.

May I vote the Common Shares held on my behalf under the Plan?

If you are a registered Plan participant, you may vote whole Common Shares held by the Plan Agent on your behalf, in the same manner as any other Common Shares of the Corporation either by proxy or in person.  The Plan Agent will forward to you, as soon as practicable following receipt, any proxy solicitation materials provided by us.  You cannot vote Common Shares held by the Plan Agent representing fractional interests.

If you are a non-registered Plan participant, you should contact your intermediary to determine the procedures for voting your Common Shares.

What happens if there is a rights offering?

If we offer rights to our shareholders then rights certificates will be issued to you in respect of whole Common Shares held on your behalf under the Plan on the record date of the rights issue.  You will not receive any fractional entitlement to a right, and your entitlement to rights will be rounded down to the nearest whole number.

If you are a non-registered Plan participant, you should contact your intermediary to determine how rights will be distributed to you in connection with any rights offering.

What happens if there is a stock dividend, stock split or consolidation?

Any Common Shares distributed pursuant to a stock dividend or a stock split on Common Shares held by the Plan Agent will be retained by the Plan Agent and credited, net any applicable withholding or non-resident taxes, to the accounts of participants in accordance with their respective entitlements under the Plan. In the event of a consolidation of the Common Shares, the number of Common Shares credited to a participant’s account will be adjusted by the Plan Agent to account for the effect of such consolidation of the Common Shares.

Will I receive any statements on Common Shares held on my behalf under the Plan?

A quarterly statement of account will be mailed to you approximately three weeks after the dividend payment date in March, June, September and December and can be also be accessed through the Plan Agent’s self-service web portal.  The statement of account is your continuing record of purchases made under the Plan and should be retained for tax purposes.  In addition, you will receive on an annual basis such tax information relating to your participation in the Plan as is required to be provided by law.  Each such statement will indicate changes to the account over the relevant period, including the dividends received by the Plan Agent in respect of Common Shares recorded in the account and, if applicable, any tax withheld on dividends received by the Plan Agent in respect of such Common Shares; the amount of any optional cash payments you provided to the Plan Agent; and the number of additional Common Shares acquired for the account.

Non-registered participants in the Plan will receive statements of account from their intermediary in accordance with the intermediary’s administrative practices.  Non-registered participants in the Plan should contact their intermediary to determine the procedures for requesting statements.

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Can I withdraw or sell shares held on my behalf under the Plan?

If you would like to sell the Common Shares held on your behalf under the Plan without terminating your participation in the Plan you may withdraw whole Common Shares from the Plan by duly completing the withdrawal portion of the voucher located on the reverse of a quarterly statement of account and sending it to the Plan Agent or following the instructions for withdrawal on the Plan Agent’s self-service web portal.  You may obtain a duplicate copy of your quarterly statement of account containing the required voucher from the Plan Agent at any time, including through the Plan Agent’s self-service web portal.  Upon receipt of a withdrawal request, the Plan Agent will withdraw the specified number of whole Common Shares from your account and deliver a share certificate or a statement of holdings of uncertificated Common Shares in your name.

You may request that the Plan Agent sell on your behalf any number of your Common Shares held under the Plan.  Upon receipt of such a request, the Plan Agent will, as soon as practicable, arrange for the sale of such Common Shares through a registered broker-dealer selected by the Plan Agent from time to time.  The proceeds of such sale, less brokerage commissions, administrative fees and applicable taxes, if any, will be paid to you by the Plan Agent in Canadian dollars unless you are a non-resident of Canada, in which case the Plan Agent will sell your Common Shares on the NYSE and pay such proceeds to you in U.S. dollars.

Common Shares that are to be sold on your behalf may be commingled with Common Shares of other Plan participants requesting a sale of Common Shares under the Plan, in which case the proceeds to each Plan participant will be based on the average sale prices and the average brokerage commissions, administrative fee and applicable taxes of all Common Shares so commingled, which are payable by the selling participants.

If you sell or withdraw less than all of your Common Shares under the Plan, dividends paid on your remaining Common Shares under the Plan will continue to be reinvested in Common Shares under the Plan.

Can I transfer Common Shares currently held in another share purchase plan account to my account under this Plan?

If you participate in any of our other share purchase plans, you may transfer the Common Shares registered in your name pursuant to such plans to the Plan by providing written notice to the Plan Agent of your desire to terminate your enrolment in your existing plan and to transfer the Common Shares currently held under such plan to the Plan.  You must also complete a Reinvestment Enrolment - Participant Declaration Form and mail both documents together to the Plan Agent or complete the process to effect such transfer on the Plan Agent’s self-service web portal.  Where notice of termination and enrolment is received at least three business days prior to a dividend record date for Common Shares the termination and enrolment in the Plan will be effective for the applicable record date.  Any requests received less than three business days prior to a dividend record date for Common Shares will not be completed until after the next following dividend payment date.

May I pledge my rights under the Plan?

Common Shares held on your behalf under the Plan may not be pledged, hypothecated, assigned or otherwise disposed of or transferred.  If you wish to pledge, hypothecate, assign, dispose of or otherwise transfer your Common Shares held by the Plan Agent, you must first withdraw such shares from the Plan.

How do I terminate my participation in the Plan?

You may terminate your participation in the Plan by completing the termination portion of the voucher on the reverse of your quarterly statement of account and sending it to the Plan Agent at any time.  Alternatively, you may follow the instructions for termination on the Plan Agent’s self-service web portal. Where notice of termination is received at least three business days prior to a dividend record date for Common Shares the termination will be effective for such record date.  Any requests received less than three business days prior to a dividend record date for Common Shares will become effective after the next following dividend payment date.  Otherwise, termination will be effective upon receipt of the notice by the Plan Agent.

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The Plan Agent will settle your terminating account by issuing a share certificate or a statement of holdings of uncertificated Common Shares for the number of whole Common Shares held in such account and making a cash payment to you for any fraction of a Common Share remaining.  The amount of the payment for any such fraction will be based on the prevailing market price of the Common Shares at the time of termination.  Any optional cash payment that the Plan Agent receives prior to your termination that has not been invested in Common Shares under the Plan will be returned to you upon such termination.

Additionally, participation in the Plan will be terminated upon receipt by the Plan Agent of appropriate evidence of the death of a Plan participant from such participant’s duly appointed legal representative and written instructions to terminate.  Proof of the legal representative’s authority to act must be provided to the Corporation together with the evidence of death.  The Plan Agent will terminate and settle the account for such deceased Plan participant.

Non-registered participants in the Plan should consult with their intermediary to arrange for the termination of their participation.

Can the Corporation terminate my participation in the Plan?

We reserve the right to terminate your participation in the Plan at any time if there is less than one Common Share recorded in your account or if you cannot be contacted at the addresses you provided.

Can the Corporation prevent shareholders from participating in the Plan?

We may, in our sole discretion, determine from time to time that any shareholder or group of shareholders may not participate or continue to participate in the Plan.  Without limitation, we may deny the right to participate in the Plan to any shareholder if we have reason to believe that such shareholder has been engaged in market activities, or has been artificially accumulating our securities for the purpose of taking undue advantage of the Plan to our detriment.

We reserve the right to deny participation in the Plan, and to not accept enrolment from, any person or agent of such person who appears to be, or who we have reason to believe is, subject to the laws of any jurisdiction that does not permit participation in the Plan in the manner sought by or on behalf of such person. Shareholders should be aware that certain intermediaries may not allow participation in the Plan and we are not responsible for monitoring or advising which intermediaries allow participation.

Can the Plan be amended, suspended or terminated?

We reserve the right to amend, suspend or terminate the Plan at any time, but any such action shall not have retroactive effect that would prejudice the interests of Plan participants.  All Plan participants will be sent written notice of any such amendment, suspension or termination and such notice shall also be published by press release.  In the event that we terminate the Plan, the Plan Agent will terminate and settle the account for each Plan participant.  In the event that we suspend the Plan, no investment will be made by the Plan Agent on the investment date immediately following the effective date of such suspension.  Optional cash payments which are not invested as of the effective date of such suspension and Common Share dividends which are subject to the Plan and which are paid after the effective date of such suspension will be remitted by the Plan Agent to the Plan participants to whom these are due.

Amendments to the Plan will require the prior approval of the TSX and, to the extent applicable, any other stock exchange on which the Common Shares may from time to time be listed and posted for trading, which approval(s) will be obtained before the amendment is implemented. We and the Plan Agent may also from time to time adopt and implement rules and regulations to facilitate the administration of the Plan. We reserve the right to regulate and interpret the Plan as we deem necessary or desirable to ensure the efficient and equitable operation of the Plan.

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What liability do the Corporation and the Plan Agent have under the Plan?

The Plan provides that neither we nor the Plan Agent shall be liable under the Plan, except in the case of willful misconduct, for any act or for any omission to act, in connection with the operation of the Plan including, without limitation, any claims of liability:

·                  with respect to any failure by an intermediary to enroll or not enroll you in the Plan (or, as applicable, any Common Shares held on your behalf) in accordance with your instructions or to not otherwise act upon your instructions;

·                  with respect to your continued enrolment in the Plan (or, as applicable, any Common Shares held on your behalf) until receipt of all necessary documentation as provided in the Plan required to terminate participation in the Plan;

·                  arising out of failure to terminate a participant’s account upon such participant’s death prior to receipt of notice in writing of such death;

·                  with respect to the prices at which Common Shares are purchased or sold for the participant’s account and the times such purchases or sales are made or with respect to the stock exchange or other market on which such purchases or sales are effected;

·                  with respect to any decision to amend, suspend, replace or terminate the Plan;

·                  with respect to any determination made by us or the Plan Agent regarding your eligibility to participate in the Plan or any component thereof, including the cancellation of your participation for failure to satisfy eligibility requirements;

·                  any decision not to accept an optional cash payment for the purchase of Common Shares under the Plan;

·                  any failure by the Plan Agent to purchase Common Shares with an optional cash payment;

·                  with respect to any taxes or other liabilities payable by you in connection with your Common Shares or your participation in the Plan;

·                  actions taken as a result of inaccurate and incomplete information or instructions; or

·                  as a result of any currency conversion performed by the Plan Agent,

and each participant expressly disclaims any recourse in respect thereof. In no event shall we be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs).

How will notices to Plan participants be addressed?

All notices required to be given to Plan participants shall be mailed to the addresses shown on the records of the Plan Agent.  Plan participants must notify the Plan Agent promptly in writing of any change of address.

Who should I contact with questions about the Plan?

Notices to the Plan Agent shall be sent to:

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How is the Plan interpreted and governed?

This Plan will be governed and construed in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein.

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This summary is not applicable to a Resident Participant: (i) that is a “financial institution” for the purposes of the “mark-to-market” rules contained in the Tax Act; (ii) that is a “specified financial institution”; (iii) an interest in which would be a “tax shelter investment”; (iv) that has elected to report its Canadian tax results in a currency other than the Canadian currency; (v) that enters into a “derivative forward agreement” in respect of Common Shares; or (vi) that is a corporation and is, or becomes as part of a transaction or event or series of transactions or events that include the acquisition of Common Shares, controlled by a non-resident corporation and in respect of which a subsidiary of the Corporation is, or would at any time be, a “foreign affiliate”, as all of those terms are defined in the Tax Act.  Any such Resident Participant should consult its own tax advisor with respect to an investment in Common Shares.

Dividends

A Resident Participant will be subject to tax under the Tax Act on all dividends paid on Common Shares (including where such shares are held of record by the Plan Agent for the account of the participant pursuant to the Plan) which are reinvested in Common Shares under the Plan (as well as on any dividends deemed under the Tax Act to be received on Common Shares) in the same manner as the participant would have been if such dividends had been received directly by the participant.  Such dividends paid to (or deemed to be received by) a Resident Participant who is an individual (including most trusts) will be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit in respect of dividends designated by the Corporation as “eligible dividends.”  There may be limitations on the ability of the Corporation to designate dividends as “eligible dividends.”

A Resident Participant that is a corporation will include such dividends in computing its income and generally will be entitled to deduct the amount of such dividends in computing its taxable income.  In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a participant that is a corporation as proceeds of disposition or a capital gain.  Resident Participants that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Participant that is a “private corporation” or “subject corporation” (as such terms are defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received or deemed to be received on the Common Shares to the extent that such dividends are deductible in computing the participant’s taxable income.

Dividends received by a Resident Participant who is an individual (including certain trusts) may result in such participant being liable for alternative minimum tax under the Tax Act.  Resident Participants who are individuals should consult their own advisors in this regard.

The cost for tax purposes to a participant of Common Shares purchased on the reinvestment of dividends or with optional cash payments made by the Resident Participant to the Plan Agent will be the Canadian dollar equivalent of the price paid by the Plan Agent for the Common Shares.  The cost of such Common Shares will be averaged with the adjusted cost base of all other Common Shares held by the participant at the time such Common Shares are acquired for purposes of subsequently computing the adjusted cost base of each such Common Share owned by the participant.

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Dispositions

On a disposition or deemed disposition of a Common Share (including by the Plan Agent on behalf of the participant), the Resident Participant will realize a capital gain (or capital loss) equal to the amount by which the participant’s proceeds of disposition, net of any reasonable costs of disposition, are greater than (or less than) the participant’s adjusted cost base of the Common Share.  Proceeds of disposition will not include an amount that is otherwise required to be included in the Resident Participant’s income.  The payment of cash in respect of any fraction of a Common Share on termination of participation in the Plan will constitute a disposition of such fraction of a Common Share for proceeds of disposition equal to the cash payment.

Generally, one-half of any capital gain (a taxable capital gain) realized by a Resident Participant in a taxation year must be included in computing the participant’s income for the year, and one-half of any capital loss (an allowable capital loss) realized by a Resident Participant in a taxation year must be deducted from taxable capital gains realized by the participant in that year.  Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

Taxable capital gains realized by a Resident Participant who is an individual (including certain trusts) may give rise to liability for alternative minimum tax depending on the participant’s circumstances.  A Resident Participant that is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on certain investment income, including taxable capital gains.

Under specific rules in the Tax Act, any capital loss realized by a Resident Participant that is a corporation on the disposition of a Common Share may be reduced by the amount of certain dividends which were received or were deemed to have been received on such Common Share (or on a share for which such Common Share has been substituted).  Similar rules may apply to a partnership or trust of which a corporation, trust or partnership is a member or beneficiary.  Resident Participants should consult their own tax advisors for specific advice regarding the application of the relevant “stop-loss” provisions in the Tax Act.

Non-Residents of Canada

The following summary is generally applicable to a participant under the Plan who, at all relevant times for purposes of the Tax Act and any applicable tax treaty or convention (a) is not, and is not deemed to be, resident in Canada, and (b) does not use or hold, and is not deemed to use or hold, Common Shares in the course of carrying on a business in Canada (a “Non-Resident Participant”).  Special rules which are not discussed in this summary may apply to a non-resident participant that is an insurer which carries on an insurance business in Canada and elsewhere.

Dividends

Dividends paid or credited (or deemed to be paid or credited) on Common Shares to a Non-Resident Participant (including where such shares are held of record by the Plan Agent for the account of the Non-Resident Participant pursuant to the Plan) are generally subject to Canadian withholding tax, whether or not such dividends are reinvested under the terms of the Plan.  Under the Tax Act, the rate of withholding tax is 25% of the gross amount of such dividends, which rate may be subject to reduction under the provisions of an applicable tax treaty or convention.  Under the Canada-United States Income Tax Convention, or the U.S. Treaty, a participant who is resident in the United States for the purposes of the U.S. Treaty and who is entitled to the benefits of such treaty will generally be subject to Canadian withholding tax at a rate of 15% of the amount of such dividends.  In addition, under the U.S. Treaty, dividends may be exempt from Canadian withholding tax if paid to certain Non-Resident Participants that are qualifying religious, scientific, literary, educational or charitable tax-exempt organizations, or are qualifying trusts, companies organizations or other arrangements operated exclusively to administer or provide pension, retirement or employee benefits which are exempt from tax in the U.S., and that have complied with specific administrative procedures.  Dividends to be reinvested in Common Shares under the Plan for Non-Resident Participants will be reduced by the amount of any applicable Canadian withholding tax.

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Dispositions

A Non-Resident Participant will not be subject to tax under the Tax Act on any capital gain realized on a disposition (or deemed disposition) of a Common Share unless the Common Share constitutes “taxable Canadian property” at the time of the disposition and the Non-Resident Participant is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Participant is resident.

Generally, Common Shares will not be taxable Canadian property to a Non-Resident Participant at a particular time provided that the Common Shares are listed on a designated stock exchange (such as the TSX or the NYSE) at that time, unless at any time during the 60-month period that ends at that time: (i) one or any combination of: (a) the Non-Resident Participant; (b) persons with whom the Non-Resident Participant does not deal at arm’s length; and (c) partnerships in which the Non-Resident Participant or a person described in (b) holds a partnership interest (directly or indirectly through one or more partnerships), own 25% or more of the issued shares of any class or series of the Corporation; and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from any combination of: (a) real or immovable property situated in Canada; (b) “timber resource property” (within the meaning of the Tax Act); (c) “Canadian resource property” (within the meaning of the Tax Act); or (d) options in respect of, or interests in, or for civil law rights in, any of the foregoing, whether or not the property exists.  Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, a Common Share could be deemed to be taxable Canadian property.

Even if a Common Share is considered to be taxable Canadian property of a Non-Resident Participant at the time of its disposition, a capital gain realized on the disposition may nevertheless be exempt from tax under the Tax Act pursuant to the terms of an applicable income tax treaty or convention.

Under the U.S. Treaty, a capital gain realized on the disposition of a Common Share by a Non-Resident Participant who is entitled to the benefits of such treaty generally will be exempt from tax under the Tax Act except where the Common Share at the time of disposition derives its value principally from real property situated in Canada.

Generally, if a Common Share constitutes taxable Canadian property to a Non-Resident Participant at the time of its disposition and any capital gain realized by the participant on the disposition is not exempt from tax under the Tax Act by virtue of an applicable income tax treaty or convention, the participant will be required to include one-half of the amount of the capital gain in its “taxable income earned in Canada” for the year of disposition as a taxable capital gain.  Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss realized by a Non-Resident Participant in a taxation year from the disposition of taxable Canadian property may be deducted as an allowable capital loss from any taxable capital gains realized by the participant in the year from the disposition of taxable Canadian property.  If allowable capital losses for a year exceed taxable capital gains from the disposition of taxable Canadian property, the excess may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year from net taxable capital gains realized in such years from the disposition of taxable Canadian property to the extent and in the circumstances prescribed by the Tax Act.  Non-Resident Participants who dispose of taxable Canadian property are required to file a Canadian income tax return for the year of disposition, including where any resulting capital gain is not subject to tax under the Tax Act by virtue of an applicable income tax treaty or convention.

United States Federal Income Tax Considerations

The following summary describes the material United States federal income tax consequences generally applicable to participants in the Plan.  The summary is based upon the Internal Revenue Code of 1986, as amended, the Code, existing and proposed regulations promulgated thereunder, and judicial decisions and administrative interpretations, as in effect on the date hereof, all of which are subject to change, possibly with retroactive effect.  These United States federal income tax considerations apply only to a person or entity who, for United States federal income tax purposes, is: a citizen or resident of the United States; a corporation or other entity organized under the laws of the United States or of any political subdivision thereof; an estate whose income is subject to United States federal income taxation regardless of its source; or a trust (i) if a United States court can exercise primary jurisdiction over the trust’s administration and one or more United States persons have the authority to control all substantial decisions of the trust, or (ii) that has elected to be treated as a United States person under applicable regulations issued by the U.S. Department of Treasury pursuant to its authority under the Code.

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This summary does not address the United States federal income tax consequences for participants that are subject to special provisions under the Code, including the following participants: (i) participants that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (ii) participants that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies or that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (iii) participants that have a “functional currency” other than the United States dollar; (iv) participants that are liable for the alternative minimum tax under the Code; (v) participants that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (vi) participants that hold the Common Shares other than as a capital asset within the meaning of Section 1221 of the Code; (vii) participants that own, directly or indirectly, 5% or more, by voting power or value, of the Corporation; (viii) S corporations, partnerships or other entities classified as partnerships for U.S. federal income tax purposes; (ix) investors in pass-through entities; and (x) certain former citizens or residents of the United States.  Participants that are subject to special provisions under the Code, including participants described immediately above, should consult their own tax advisors regarding the tax consequences of reinvesting cash dividends in additional Common Shares under the Plan.  This summary does not include any discussion of tax consequences to participants in the Plan other than United States federal income tax consequences.  Participants are urged to consult their own tax advisors regarding any United States estate and gift, United States state and local, and foreign tax consequences of participating in the Plan.

Partners of entities that are classified as partnerships for United States federal income tax purposes and participate in the Plan should consult their own tax advisors regarding the United States federal income tax consequences of reinvesting cash dividends in additional Common Shares or making optional cash purchases under the Plan.

Subject to the “passive foreign investment company”, or PFIC, discussion below, the gross amount of any distribution (including any Canadian taxes withheld therefrom) paid on Common Shares generally should be included in the gross income of a participant as foreign source dividend income to the extent such distribution is paid out of current or accumulated earnings and profits of the Corporation, as determined under United States federal income tax principles.  To the extent that the amount of any distribution exceeds the Corporation’s current and accumulated earnings and profits for a taxable year, the distribution is treated as a tax-free return of capital to the extent of the participant’s adjusted tax basis in the Common Shares.  Then, to the extent that such distribution exceeds the participant’s adjusted tax basis, it is treated as a sale or exchange and taxed as a capital gain.  Subject to certain limitations under the Code, participants who are subject to United States federal income tax will be entitled to a credit or deduction for Canadian income taxes withheld from any distributions.

Dividends received by non-corporate participants may be subject to United States federal income tax at lower rates (generally 20% plus the 3.8% unearned income Medicare contribution tax, if applicable) than other types of ordinary income if certain conditions are met.  These conditions include the Corporation not being classified as a PFIC for the taxable year in which the dividend is paid or for the immediately preceding taxable year, the Corporation being a “qualified foreign corporation”, the participant’s satisfaction of a holding period requirement, and the participant not treating the distribution as “investment income” for purposes of the investment interest deduction rules.

In the case of participants that are domestic corporations, distributions from the Corporation generally are not eligible for the dividends received deduction.

The amount of any cash distribution paid in Canadian dollars will be equal to the U.S. dollar value of the Canadian dollars on the date of distribution regardless of whether the payment is in fact converted into U.S. dollars at that time.  Gain or loss, if any, realized on the sale or disposition of Canadian dollars will generally be U.S. source ordinary income or loss.

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A participant will be treated for United States federal income tax purposes as having received a distribution in an amount equal to the fair market value of the Common Shares acquired with reinvested dividends pursuant to the Plan plus the amount of any Canadian income tax withheld therefrom.  The fair market value of the Common Shares so acquired will be equal to the average of the high and low sale prices of Common Shares on the dividend payment date, which amount may be higher or lower than the Average Market Price used to determine the number of Common Shares acquired under the Plan.  A participant’s tax basis per share for Common Shares purchased pursuant to the Plan will be equal to the amount of such distribution.  A participant’s holding period for Common Shares purchased with dividends will begin on the day following the dividend payment date.  A participant who makes optional cash purchases of Common Shares under the Plan will have a tax basis in those Common Shares equal to the cash used to purchase those Common Shares and the participant’s holding period will begin on the day of the purchase.

Participants generally will recognize a taxable gain or loss when they sell or exchange Common Shares and when they receive cash payments for fractional shares credited to their accounts upon withdrawal from or termination of the Plan or otherwise.  The amount of this gain or loss will be equal to the difference between the amount a participant receives for his or her Common Shares or fraction thereof and the participant’s adjusted tax basis in these Common Shares or fraction thereof.  The gain or loss will be a capital gain or loss and will be a long-term capital gain or loss if the holding period for such Common Shares exceeds one year.  Capital gain of a non-corporate U.S. holder is generally taxed at a maximum rate of 20% (plus the 3.8% unearned income Medicare contribution tax, if applicable) if the property has been held for more than one year.  The deductibility of capital losses is subject to limitations.  The gain or loss realized by participants who are United States persons will generally be gain or loss from sources within the United States for foreign tax credit limitation purposes.

The Corporation will be a PFIC for U.S. federal income tax purposes in any taxable year if 75% or more of its gross income (including the pro rata share of the gross income of any corporation in which it is considered to own, directly or indirectly, 25% or more of the shares by value) is passive income, or on average at least 50% of the gross value of its assets is held for the production of, or produces, passive income.

PFIC status is determined on an annual basis.  The Corporation does not expect to be a PFIC for the taxable year ending December 31, 2020, or thereafter.  However, because the Corporation’s income and assets and the nature of its activities may vary from time to time, no assurance can be given that the Corporation will not be considered a PFIC for any taxable year.  If a participant owns Common Shares during a taxable year in which the Corporation is a PFIC, the PFIC rules generally will apply to a participant thereafter, even if in subsequent taxable years the Corporation no longer meets the test described above to be treated as a PFIC.  No ruling will be sought from the U.S. Internal Revenue Service, or the IRS, regarding whether the Corporation is a PFIC.

In general, if the Corporation were to be treated as a PFIC, certain adverse rules would apply to dividends received from the Corporation and to dispositions of Common Shares (potentially including dispositions that would not otherwise be taxable).  Participants are urged to consult their tax advisors about the PFIC rules in connection with their holding of Common Shares.

Under current U.S. law, if the Corporation is a PFIC in any year, a participant must file an annual return on IRS Form 8621, which describes the income received (or deemed to be received pursuant to a “Qualified Electing Fund” election) from the Corporation, any gain realized on a disposition of Common Shares and certain other information.

Dividends on and proceeds arising from a sale of Common Shares generally will be subject to information reporting and backup withholding tax, currently at the rate of 24%, if (a) a participant fails to furnish its correct United States taxpayer identification number (generally on IRS Form W-9), (b) the withholding agent is advised the participant furnished an incorrect United States taxpayer identification number, (c) the withholding agent is notified by the IRS that the participant has previously failed to properly report items subject to backup withholding tax, or (d) a participant fails to certify, under penalty of perjury, that the participant has furnished its correct United States taxpayer identification number and that the IRS has not notified the participant that it is subject to backup withholding tax.  However, participants that are corporations generally are excluded from these information reporting and backup withholding tax rules.  Amounts withheld as backup withholding may be credited against a participant’s United States federal income tax liability, and a participant may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information.

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U.S. individuals who hold an interest in certain “specified foreign financial assets” with value in excess of certain dollar thresholds are required to report such assets on IRS Form 8938 with their United States federal income tax return, subject to certain exceptions (including an exception for foreign assets held in accounts maintained by United States financial institutions).  Stock issued by a foreign corporation, such as the Corporation, is treated as a specified foreign financial asset for this purpose.  Penalties apply for failure to properly complete and file IRS Form 8938.  Participants are urged to consult with their tax advisors regarding the filing of this form.

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The table above does not include our cash and cash equivalents.  As of December 31, 2019, we had approximately C$370 million in cash and cash equivalents.  Accordingly, as of  December 31, 2019, our total indebtedness, and finance leases, net of cash and cash equivalents, was approximately C$22,770 million.

CHANGES IN CONSOLIDATED CAPITALIZATION

The following describes the changes in our share and loan capital structure since December 31, 2019:

·                                    Since December 31, 2019, we have issued an aggregate of 177,655 Common Shares in connection with the exercise of options granted pursuant to the 2012 Stock Option Plan.

·                                    Since December 31, 2019, our consolidated long-term debt and finance leases, including current portions and committed credit facility borrowing classified as long-term debt, have increased by approximately C$0.7 billion, principally due to changes in foreign exchange rates over the period and the issuance of US$275 million of long-term debt.

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Dividends

Dividends on Common Shares are declared at the discretion of our Board. Holders of Common Shares are entitled to dividends on a pro rata basis if, as and when declared by our Board. Subject to the rights of the holders of the first preference shares and second preference shares and any of our other classes of shares entitled to receive dividends in priority to or rateably with the holders of the Common Shares, our Board may declare dividends on the Common Shares to the exclusion of any of our other classes of shares.

We declared cumulative cash dividends on our Common Shares of C$1.75 per Common Share in 2018, C$1.65 per Common Share in 2017 and C$1.55 per Common Share in 2016. On November 28, 2018, our Board of Directors declared a first quarter dividend of C$0.45 per Common Share, which was paid on March 1, 2019 to holders of record on February 15, 2019. On February 14, 2019, our Board of Directors declared a second quarter dividend of C$0.45 per Common Share, which was paid on June 1, 2019 to holders of record on May 17, 2019. On July 31, 2019, our Board of Directors announced a third quarter dividend of C$0.45 per Common Share, which was paid on September 1, 2019 to holders of record on August 20, 2019. On September 10, 2019, our Board of Directors declared a fourth quarter dividend of C$0.4775 per Common Share, which was paid on December 1, 2019 to holders of record on November 19, 2019. On November 20, 2019, our Board of Directors declared a first quarter dividend for 2020 of C$0.4775 per Common Share, which will be paid on March 1, 2020 to holders of record on February 18, 2020. On February 12, 2020, our Board of Directors declared a second quarter dividend for 2020 of C$0.4775 per Common Share, which will be paid on June 1, 2020 to holders of record on May 15, 2020. We have increased our annual Common Share dividend payment for 46 consecutive years.

Fortis is targeting average annual dividend growth of 6% through 2024. This dividend guidance takes into account many factors, including the expectation of reasonable outcomes for regulatory proceedings at the Fortis utilities, the successful execution of the Corporation’s five-year capital plan and management’s continued confidence in the strength of its diversified portfolio of utilities and record of operational excellence.

Liquidation, Dissolution or Winding-Up

On our liquidation, dissolution or winding-up, holders of Common Shares are entitled to participate rateably in any distribution of our assets, subject to the rights of holders of First Preference Shares and Second Preference Shares and any of our other classes of shares entitled to receive our assets on such a distribution in priority to or rateably with the holders of the Common Shares.

Voting Rights

Holders of the Common Shares are entitled to receive notice of and to attend all annual and special meetings of our shareholders, other than separate meetings of holders of any other class or series of shares, and to one vote in respect of each Common Share held at such meetings.

Trading History

The following table sets forth the annual high and low market prices for our Common Shares on the TSX and the NYSE for the five most recent full financial years:

(1)  The Common Shares commenced trading on the NYSE on October 14, 2016.

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The following table sets forth the quarterly high and low market prices for our Common Shares on the TSX and the NYSE for the two most recent full financial years and any subsequent period:

The following table sets forth the monthly high and low market prices for our Common Shares on the TSX and the NYSE for the most recent six months:

On February 13, 2020, the closing price of the Common Shares was C$58.44 on the TSX and US$44.02 on the NYSE.  The registrar and transfer agent for the Common Shares in Canada is Computershare Trust Company of Canada at its principal office in Toronto, Ontario and in the United States is Computershare Trust Company, N.A. at its principal office in Canton, Massachusetts.

*    Estimated

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CERTAIN GOVERNANCE MATTERS

Director Conflicts

The board does not nominate for election any candidate who has an interest in any business conducted by the Corporation or its subsidiaries, and requires directors to disclose any potential conflict of interest which may develop. Directors do not undertake any consulting activities for, or receive any remuneration from, the Corporation other than compensation for serving as a director.

Directors must not engage in any activity which could give rise, or could be perceived to give rise to, a conflict between an director’s personal interests and the interests of the Corporation. Directors are required to arrange their private affairs in a manner which prevents conflicts or the appearance of conflicts.

Director Term Limits

Directors are elected for a term of one year and are generally eligible for re-election (unless the board determines otherwise in exceptional circumstances) until the annual meeting of shareholders following the date they turn 72 or have served on the board for 12 years, whichever is earlier.

Director Share Ownership Requirement

Directors must own three times their annual retainer in equity of the Corporation within five years of joining the board. Directors can count common shares and/or deferred share units toward meeting this requirement.

Shareholder Meetings

The directors of the Corporation: (a) shall call an annual meeting of shareholders not later than 15 months after holding the last preceding annual meeting but no later than 6 months after the end of the Corporation’s preceding financial year; and (b) may at any time call a special meeting of shareholders. Meetings of shareholders of the Corporation shall be held at such place: (i) within the Province of Newfoundland and Labrador as the directors may determine; or (ii) outside the Province of Newfoundland and Labrador as may be permitted by the Corporations Act.

A notice stating the day, hour and place of the meeting of shareholders and, if special business is to be transacted at the meeting, stating (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (b) the text of any special resolution to be submitted to the meeting, must be sent to each shareholder entitled to vote at the meeting, to each director of the Corporation and to the auditor of the Corporation not less than 21 days and not more than 50 days before the date of the meeting.

The holders of not less than 5% of the issued shares of the Corporation that carry the right to vote at a meeting of shareholders sought to be held may requisition the directors to call such a meeting for the purposes stated in the requisition.  Subject to specific exemptions set out in the Corporations Act, if the directors do not call the meeting within 21 days after receiving the requisition, a shareholder who signed the request may call the meeting.

Two persons present at any meeting of shareholders and collectively holding or representing by proxy at least 25% of the issued and outstanding shares of the Corporation shall be considered a quorum for the meeting of shareholders enjoying voting rights at such meeting. If a quorum is present at the opening of a meeting of shareholders, the shareholders present or represented by proxy at the meeting may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

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We have appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011, as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against us in a U.S. court arising out of or related to or concerning the offering of the Common Shares under the registration statement.

Additionally, it might be difficult for shareholders to enforce judgments of U.S. courts based solely upon civil liability provisions of the U.S. federal securities laws or the securities or “blue sky” laws of any state within the U.S. in a Canadian court against us or any of our non-U.S. resident directors, officers or the experts named in this amended prospectus  or to bring an original action in a Canadian court to enforce liabilities based on the U.S. federal or state securities laws against such persons.

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Subject to the above provisions of the Corporations Act, our by-laws require us to indemnify a director or officer, a former director or officer, or a person who acts or has acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity, or his or her heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which the individual is involved because of that association with us or such other entity. Our by-laws authorize us to purchase and maintain insurance for the benefit of any such person against such liabilities and in such amounts as our board may determine and are permitted by the Corporations Act. Our by-laws further authorize us to execute indemnity agreements evidencing our indemnity in favor of the foregoing persons to the full extent permitted by law. Our by-laws provide that, unless prohibited by the Corporations Act, we may advance moneys to any director, officer or other person for the costs, charges and expenses of any such proceeding; provided, however, that such person must repay the moneys to us if the individual is found to not be entitled to indemnification under Section 207 of the Corporations Act.

We have purchased insurance against potential claims against our directors or officers and against loss for which we may be required or permitted by law to indemnify such directors and officers. We have also entered into indemnity agreements with our directors and officers which provide, among other things, that we will indemnify such persons to the full extent permitted by law. Pursuant to these agreements, we have agreed to provide such persons an advance of defense costs prior to final disposition of a proceeding, subject to an obligation for such persons to repay such advance if the individual is found to not be entitled to indemnification under Section 207 of the Corporations Act or otherwise at law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Corporation pursuant to the foregoing provisions, the Corporation has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Under Section 207 of the Corporations Act, notwithstanding the above, an indemnified person is entitled to indemnity from us in respect of costs, charges and expenses reasonably incurred by the person in connection with the defense of a civil, criminal or administrative action or proceeding to which the person is made a party because of being or having been our director or officer or a director or officer of a body corporate, where the person seeking indemnity:

·                  was substantially successful on the merits in his or her defense of the action or proceeding;

·                  qualifies in accordance with the standards set out in the above paragraph; and

·                  is fairly and reasonably entitled to indemnity.

In addition, we may purchase and maintain insurance for the benefit of an indemnified person against liability incurred by the person (a) in his or her capacity as our director or officer, except where the liability relates to his or her failure to act honestly and in good faith with a view to our best interests; or (b) in his or her capacity as a director or officer of another body corporate where he or she acts or acted in that capacity at our request, except where the liability relates to his or her failure to act honestly and in good faith with a view to the best interests of that body corporate.

Subject to the above provisions of the Corporations Act, our by-laws require us to indemnify a director or officer, a former director or officer, or a person who acts or has acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity, or his or her heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which the individual is involved because of that association with us or such other entity. Our by-laws authorize us to purchase and maintain insurance for the benefit of any such person against such liabilities and in such amounts as our board may determine and are permitted by the Corporations Act. Our by-laws further authorize us to execute indemnity agreements evidencing the our indemnity in favor of the foregoing persons to the full extent permitted by law. Our by-laws provide that, unless prohibited by the Corporations Act, we may advance moneys to any director, officer or other person for the costs, charges and expenses of any such proceeding; provided, however, that such person must repay the moneys to us if the individual is found to not be entitled to indemnification under the Corporations Act.

We have purchased insurance against potential claims against our directors or officers and against loss for which we may be required or permitted by law to indemnify such directors and officers. We have also entered into indemnity agreements with our directors and officers which provide, among other things, that we will indemnify such persons to the full extent permitted by law. Pursuant to these agreements, we have agreed to provide such persons an advance of defense costs prior to final disposition of a proceeding, subject to an obligation for such persons to repay such advance if the individual is found to not be entitled to indemnification under the Corporations Act or otherwise at law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Corporation pursuant to the foregoing provisions, the Corporation has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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(4)                                           To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.  Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Corporation includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.  Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(5)                                           That, for the purpose of determining liability under the Securities Act to any purchaser: if the Corporation is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6)                                           That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)                       Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)          Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)         The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)                Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(7)                                           That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(8)                                           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective capacities indicated below.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Fortis Inc. in the United States, on this 14th day of February, 2020.

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