Filed Pursuant to Rule 424(b)(3)
Registration No. 333-227768

ENBRIDGE ENERGY MANAGEMENT, L.L.C.

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

November 9, 2018

To the Shareholders of Enbridge Energy Management, L.L.C.:

On September 17, 2018, Enbridge Energy Management, L.L.C., which is referred to as “EEQ”, entered into an Agreement and Plan of Merger (which, as may be amended from time to time, is referred to as the “Merger Agreement”) with Enbridge Inc. (“Enbridge” or “ENB”), Winter Acquisition Sub I, Inc. (“Merger Sub”) and, solely for the purposes of Article I, Section 2.4 and Article X therein, Enbridge Energy Company, Inc. (the “General Partner”). The Merger Agreement provides that Merger Sub will be merged with and into EEQ, with EEQ being the surviving entity and becoming an indirect wholly owned subsidiary of Enbridge (the “Merger”). As a result of the Merger, Enbridge will acquire indirectly all of the outstanding listed shares of EEQ (the “Listed Shares”) that Enbridge and its subsidiaries do not already own.

A special committee composed of independent members of the board of directors of EEQ, which is referred to as the “Special Committee”, and the board of directors of EEQ, which is referred to as the “EEQ Board”, each have determined that the Merger is fair and reasonable to EEQ, including the holders of the outstanding Listed Shares (other than Enbridge and its affiliates), and have approved the Merger Agreement and the Merger. The approval of the Merger Agreement and the Merger by EEQ requires the affirmative vote of the holders of a majority of the outstanding Listed Shares (other than Enbridge and its affiliates) entitled to vote on such matter at a meeting of the holders of Listed Shares. In addition, completion of the Merger is contingent upon the completion of the acquisition by Enbridge of all of the outstanding Class A common units of Enbridge Energy Partners, L.P. (“EEP”) (other than any Class A common units held by Enbridge and its affiliates) in the EEP merger (as defined below).

If the Merger and the EEP merger are successfully completed, each outstanding Listed Share not owned by Enbridge or any of its subsidiaries will be converted into the right to receive 0.335 of an Enbridge common share, which common shares are referred to as “Enbridge common shares” and such exchange ratio is referred to as the “Exchange Ratio”. Based on the number of Enbridge common shares, Listed Shares and EEP Class A common units that are outstanding as of November 5, 2018 (other than any Listed Shares or EEP Class A common units owned by Enbridge or its subsidiaries), the number of Enbridge common shares issued in exchange for Listed Shares as a result of the proposed Merger and the EEP merger would in the aggregate represent approximately 1.7% of the outstanding Enbridge common shares as of November 5, 2018 (or approximately 1.4% if the proposed Merger and the Other Merger Transactions described below were successfully completed, based on the number of Enbridge common shares expected to be issued in the proposed Merger and the Other Merger Transactions in accordance with the respective transaction agreements, and the number of outstanding Enbridge common shares and outstanding shares or units, as the case may be, of each of EEQ, EEP, SEP and ENF (each of SEP and ENF, as defined below), as of November 5, 2018). The actual number of Enbridge common shares issued in the Merger and the EEP merger will be determined by multiplying the Exchange Ratio by the number of issued and outstanding Listed Shares held by Unaffiliated EEP Unitholders and the exchange ratio in the EEP merger by the number of issued and outstanding Class A common units held by the public as of the closing date of the Merger. The actual number of Enbridge common shares issued in each of the SEP merger and the ENF plan of arrangement (each, as defined below) will be determined by multiplying the applicable exchange ratio by the number of publicly held shares or units of the acquired entity as of the closing date of each such transaction.

Enbridge has also entered into definitive agreements to acquire, in separate combination transactions, all of the outstanding equity securities that Enbridge does not already own of (1) EEP, (2) Spectra Energy Partners, LP (“SEP”), and (3) Enbridge Income Fund Holdings Inc. (“ENF”), which transactions are referred to separately as the “EEP merger”, the “SEP merger” and the “ENF plan of arrangement”, respectively, and collectively as the “Other Merger Transactions”.

EEP will hold a special meeting of its unitholders to obtain their approval of the applicable merger agreement. The completion of the Merger is conditioned upon the completion of the EEP merger; however,

none of the EEP merger or the SEP merger is conditioned on the completion of the Merger or any of the Other Merger Transactions. SEP will solicit consents in order to obtain the requisite approval of the SEP unitholders. The consents of Enbridge and its subsidiaries (other than SEP) to the SEP merger are sufficient to approve the SEP merger and the related merger agreement. On November 8, 2018, Enbridge and ENF completed the previously announced ENF plan of arrangement pursuant to Section 193 of the Business Corporations Act (Alberta). 

We are holding a special meeting of EEQ shareholders on December 17, 2018 at 10:00 a.m. local time, at the Hilton Houston Post Oak by the Galleria, 2001 Post Oak Boulevard, Houston, Texas 77056, to obtain your vote to approve the Merger Agreement. Your vote is very important, regardless of the number of Listed Shares that you own. The Merger cannot be completed unless a majority of the outstanding Listed Shares held by the Unaffiliated EEQ Shareholders are voted for the approval of the Merger Agreement at the special meeting. Therefore, your failure to vote your EEQ shares will have the same effect as a vote against approval of the Merger Agreement.

The Special Committee and the EEQ Board each recommend that EEQ shareholders vote FOR the approval of the Merger Agreement and FOR the proposals to waive and amend certain provisions of the limited liability company agreement of EEQ in connection therewith, and the EEQ Board recommends that EEQ shareholders vote FOR the adjournment of the special meeting from time to time if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement at the time of the special meeting.

EEQ owns all of the i-units of EEP, and all of the units of EEP (other than the Class F units of EEP), including the i-units, will vote on the EEP merger. The manner in which EEQ will vote the i-units is established in the organizational documents of EEQ, which require that EEQ submit to a vote of the EEQ shareholders any matter, including the EEP merger, on which EEQ is entitled to vote the i-units. EEQ will vote its i-units on the EEP merger based upon the manner that the EEQ shareholders have voted their EEQ shares, “for,” “against” or “abstain” at the EEQ special meeting. As a result, the EEQ special meeting agenda includes two proposals related to the EEP merger to determine the manner in which EEQ will vote its i-units. The EEQ Board recommends that EEQ shareholders vote FOR the approval of the two proposals related to the EEP merger. In order to fully inform you with respect to the EEP merger, the accompanying proxy statement/prospectus includes the complete EEP proxy statement/prospectus as Annex D hereto.

The Listed Shares are traded on the New York Stock Exchange (the “NYSE”) under the symbol “EEQ”, and the Enbridge common shares are traded on the NYSE and the Toronto Stock Exchange (the “TSX”) under the symbol “ENB”. The last reported sale price of Enbridge common shares on the NYSE on November 8, 2018, was US$32.90. The last reported sale price of the Listed Shares on the NYSE on November 8, 2018, was US$10.76.

On behalf of the EEQ Board, I invite you to attend the special meeting. Whether or not you expect to attend the special meeting in person, we urge you to submit your proxy as promptly as possible through one of the delivery methods described in the accompanying proxy statement/prospectus.

In addition, we urge you to read carefully the accompanying proxy statement/prospectus (and the documents incorporated by reference into it), which includes important information about the Merger Agreement, the proposed Merger, the Other Merger Transactions and the special meeting. Please pay particular attention to the section titled “Risk Factors ” beginning on page 34 of the accompanying proxy statement/prospectus.

On behalf of the EEQ Board, thank you for your continued support.

Sincerely,

Jeffrey A. Connelly

Chairman of the Board of Directors Enbridge Energy Management, L.L.C.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, THE APPROVAL OF THE MERGER AGREEMENT, THE ISSUANCE OF ENBRIDGE COMMON SHARES IN CONNECTION WITH THE MERGER OR ANY OTHER MERGER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that Enbridge is incorporated under the laws of Canada, that at certain points in time, most of its officers and directors may be residents of Canada, that some of the experts named in the accompanying proxy statement/prospectus are residents of Canada, and that all or a substantial portion of the assets of Enbridge and said persons are located outside the United States.

The accompanying proxy statement/prospectus is dated November 9, 2018, and is first being mailed to EEQ shareholders on or about November 13, 2018.

ENBRIDGE ENERGY MANAGEMENT, L.L.C.

5400 Westheimer Court

Houston, Texas 77056

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Enbridge Energy Management, L.L.C.:

Notice is hereby given that a special meeting of shareholders of Enbridge Energy Management, L.L.C., a Delaware limited liability company, which is referred to as “EEQ”, will be held on December 17, 2018 at 10:00 a.m., local time, at the Hilton Houston Post Oak by the Galleria, 2001 Post Oak Boulevard, Houston, Texas 77056, solely for the following purposes:

The EEQ Merger Proposal, the Waiver Proposal, the EEQ LLC Agreement Amendment Proposal and the Adjournment Proposals are referred to as the “Proposals”.

These items of business, including the Merger Agreement, the proposed Merger, the proposed Waiver and amendment to the EEQ LLC Agreement, are described in detail in the accompanying proxy statement/prospectus, and the proposals related to the EEP merger agreement and the EEP merger are described in detail in the EEP proxy statement/prospectus attached to the accompanying proxy statement/prospectus as Annex D.

A special committee composed of independent members of the board of directors of EEQ, which is referred to as the “Special Committee”, and the board of directors of EEQ, which is referred to as the “EEQ Board”, each have, acting in good faith, determined that the Merger Agreement, the transactions contemplated by the Merger Agreement, including the Merger, and the EEQ LLC Agreement Amendment, are fair and reasonable to EEQ, including the holders of the outstanding Listed Shares (other than Enbridge and its affiliates), have approved the Merger Agreement, the transactions contemplated by the Merger Agreement, including the Merger, and the EEQ LLC Agreement Amendment and recommend that the EEQ shareholders vote FOR the EEQ Merger Proposal, FOR the Waiver Proposal and FOR the EEQ LLC Agreement Amendment Proposal, and the EEQ Board recommends that the EEQ shareholders vote FOR the EEQ Adjournment Proposal.

The Special Committee and the EEQ Board and the board of directors of the General Partner, which is referred to as the “GP Board”, each have, acting in good faith, determined that the EEP merger agreement and the transactions contemplated by the EEP merger agreement, including the EEP merger, are fair and reasonable to EEP, including the holders of the outstanding units of EEP (other than Enbridge and its affiliates), have approved the Merger Agreement and the Merger and have recommended that the EEP unitholders, including EEQ, as the holder of EEP’s i-units, vote FOR the EEP Merger Proposal, and the EEQ Board has recommended that the EEP unitholders, including EEQ, as the holder of EEP’s i-units, vote FOR the EEP Adjournment Proposal. The EEQ Board recommends that EEQ shareholders vote FOR the EEP Merger Proposal and FOR the EEP Adjournment Proposal.

Only EEQ shareholders of record as of the close of business on November 5, 2018 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof. A list of EEQ shareholders entitled to vote at the special meeting will be available in EEQ’s offices located at 5400 Westheimer Court, Houston, Texas 77056, during regular business hours for a period of ten days before the special meeting, and at the place of the special meeting during the meeting.

YOUR VOTE IS VERY IMPORTANT!

Approval of the EEQ Merger Proposal, the Waiver Proposal and the EEQ LLC Agreement Amendment Proposal by the EEQ shareholders are conditions to the consummation of the Merger and require the affirmative vote of the holders of a majority of the outstanding Listed Shares (other than the Listed Shares owned by Enbridge, the General Partner, Merger Sub or any other direct or indirect wholly owned subsidiary of Enbridge and Listed Shares owned by EEQ or any direct or indirect wholly owned subsidiary of EEQ, and in each case not held on behalf of third parties (collectively, the “Excluded Shares”)) entitled to vote on such matters at a meeting of the holders of Listed Shares. Approval of the EEP merger agreement requires the affirmative vote or consent of (1) the holders of at least 66²⁄₃% of the outstanding EEP units (other than the EEP Class F units), and (2) the holders of a majority of the outstanding EEP Class A common units (other than EEP Class A common units held by Enbridge and its affiliates) and the outstanding EEP i-units (other than EEP i-units voted at the direction of Enbridge and its affiliates), voting together as a single class, in each case entitled to vote on such matter at the EEP special meeting or any adjournment or postponement thereof. Because the Merger is conditioned upon the completion of the EEP merger, a vote against or to abstain from voting on the proposal to approve the EEP merger agreement is indirectly a vote against the Merger Agreement. Your failure to vote your EEQ shares will have the same effect as a vote against the approval of the Merger Agreement and the EEP merger agreement.

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) THROUGH THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time by 11:59 p.m., Eastern Time, on the day before the special meeting. If your EEQ shares are held in the name of a bank, broker, nominee, trust company or other fiduciary, please follow the instructions on the voting instruction card furnished to you by them.

We urge you to carefully read the accompanying proxy statement/prospectus, including all documents incorporated by reference into it, and its annexes before voting your EEQ shares at the special meeting or submitting your voting instructions by proxy.

IF YOU PLAN TO ATTEND THE SPECIAL MEETING:

Please note that space limitations make it necessary to limit attendance to EEQ shareholders. Admission to the special meeting will be on a first-come, first-served basis. Registration will begin at 9:00 a.m., local time, and seating will begin at 9:30 a.m., local time. EEQ shareholders will be asked to present valid picture identification, such as a driver’s license or passport. EEQ shareholders holding Listed Shares in brokerage accounts will also need to bring a copy of the voting instruction card that they received from their broker or other nominee in connection with the special meeting, or a brokerage statement reflecting share ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the special meeting.

By order of the board of directors,

Jeffrey A. Connelly

Chairman of the Board of Directors Enbridge Energy Management, L.L.C.

Houston, Texas

November 9, 2018

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Enbridge and EEQ from other documents that Enbridge and EEQ have filed with the U.S. Securities and Exchange Commission, which is referred to as the “SEC”, and that are contained in or incorporated by reference herein. For a listing of documents incorporated by reference herein, please see the section titled “Where You Can Find More Information” beginning on page 161 of this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You will also be able to obtain copies of documents filed by Enbridge with the SEC from Enbridge’s website at https://www.enbridge.com/ under the “Investment Center” link and then under the heading “Reports and SEC Filings” or copies of documents filed by EEQ with the SEC by accessing EEQ’s website at https://www.enbridgemanagement.com/ under the “Investor Relations” link, and then under the heading “Financial Information”. The information contained on either of Enbridge’s or EEQ’s respective websites is not incorporated into this proxy statement/prospectus and is not a part of this proxy statement/prospectus.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference herein or certain other information concerning Enbridge or EEQ, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below.

In addition, if you have questions about the Merger or the special meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact D.F. King & Co., Inc., EEQ’s proxy solicitor, at the address and telephone numbers listed below. You will not be charged for any of these documents that you request.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Banks and Brokers call: (212) 269-5550

All others call toll-free: (800) 207-3159

Email: Enbridge@dfking.com

To obtain timely delivery of these documents prior to the special meeting, holders of EEQ shares must request the information no later than December 10, 2018 (which is five business days before the date of the special meeting) in order to receive them before the special meeting.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Enbridge (File No. 333-227768), constitutes a prospectus of Enbridge under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Enbridge common shares to be issued to holders of Listed Shares pursuant to the Merger Agreement.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of EEQ under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the

special meeting of EEQ shareholders, which is referred to as the “special meeting”, at which EEQ shareholders will be asked to consider and vote on and approve the EEQ Merger Proposal, the Waiver Proposal, the EEQ LLC Agreement Amendment Proposal and the EEP Merger Proposal. In order to fully inform the EEQ shareholders with respect to the EEP merger, this proxy statement/prospectus includes the complete EEP proxy statement/prospectus as Annex D.

We are responsible for the information contained in, and incorporated by reference into, this proxy statement/prospectus. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. You should bear in mind that although the information contained in, or incorporated by reference into, this proxy statement/prospectus is intended to be accurate as of the date on the front of such documents, such information may also be amended, supplemented or updated by the subsequent filing of additional documents deemed by law to be or otherwise incorporated by reference into this proxy statement/prospectus. Enbridge’s and EEQ’s business, financial condition, results of operations and prospects may have changed since those dates.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation.

Enbridge and EEQ have both contributed to the information contained in this proxy statement/prospectus. The information concerning Enbridge contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Enbridge, and information concerning EEQ contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by EEQ.

Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

CURRENCY EXCHANGE RATE DATA

The following table shows, for the years and dates indicated, certain information regarding the Canadian dollar/U.S. dollar exchange rate. The information is based on the daily exchange rate as reported by the Bank of Canada. Such exchange rate on November 1, 2018 was C$1.3088 = US$1.00.

FREQUENTLY USED TERMS

This proxy statement/prospectus generally does not use technical defined terms, but a few frequently used terms may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/prospectus:

“Canadian Tax Act” refers to the Income Tax Act (Canada), including the regulations promulgated thereunder, as amended from time to time.

“Closing Date” refers to the date on which the Merger is completed.

“EEP” refers to Enbridge Energy Partners, L.P., a publicly-traded Delaware limited partnership.

“EEQ” refers to Enbridge Energy Management, L.L.C., a publicly-traded Delaware limited liability company.

“EEQ LLC Agreement” refers to the Amended and Restated Limited Liability Company Agreement of EEQ, dated as of October 17, 2002, as amended.

“EEQ shareholders” refers to holders of any EEQ shares.

“EEQ shares” refers to the Listed Shares and the Voting Shares of EEQ.

“Effective Time” refers to the time on the Closing Date at which the Merger becomes effective as specified in the certificate of merger of EEQ and Merger Sub to be filed with the Secretary of State of the State of Delaware.

“Enbridge” or “ENB” refers to Enbridge Inc., a Canadian corporation.

“Enbridge shareholders” refers to the holders of Enbridge common shares.

“Exchange Ratio” refers to 0.335 of a validly issued, fully paid and non-assessable Enbridge common share for each Listed Share held by Unaffiliated EEQ Shareholders.

“Excluded Shares” refers to Listed Shares owned by Enbridge, Enbridge Energy Company, Inc., Merger Sub or any other direct or indirect wholly owned subsidiary of Enbridge and Listed Shares owned by EEQ or any direct or indirect wholly owned subsidiary of EEQ, and in each case not held on behalf of third parties.

“General Partner” refers to Enbridge Energy Company, Inc., a Delaware corporation and the general partner of EEP.

“i-unit” refers to the i-units representing limited partner interests of EEP. All i-units are owned by EEQ and the i-units are not publicly traded.

“Listed Share” refers to each listed share of EEQ.

“Merger” refers to the proposed merger of Merger Sub with and into EEQ, pursuant to which EEQ will survive the merger as an indirect wholly owned subsidiary of Enbridge.

“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of September 17, 2018, entered into by and among EEQ, Enbridge, Merger Sub and, solely for purposes of Article I, Section 2.4 and Article X therein, Enbridge Energy Company, Inc.

“Merger Consideration” refers to the conversion of each issued and outstanding Listed Share immediately prior to the Effective Time (other than the Excluded Shares) into the right to receive 0.335 of a validly issued, fully paid and non-assessable Enbridge common share.

“Merger Sub” refers to Winter Acquisition Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Enbridge.

“Midcoast Transaction” refers to the sale by Enbridge (U.S.) Inc., an indirect subsidiary of Enbridge, of Midcoast Operating, L.P. and its subsidiaries (collectively, “Midcoast”) to AL Midcoast Holdings, LLC for cash proceeds of approximately US$1.1 billion less deposits and other customary closing items, as disclosed in Enbridge’s Current Report on Form 8-K, filed with the SEC on August 1, 2018.

“Record Date” refers to the close of business in New York, New York on November 5, 2018.

“special meeting” refers to the special meeting of the holders of outstanding EEQ shares to be held on December 17, 2018.

“Treaty” refers to the Canada-United States Income Tax Convention (1980).

“Unaffiliated EEQ Shareholder” refers to a holder of any Listed Shares, other than Enbridge and its affiliates.

“Voting Share” refers to each voting share of EEQ.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following section provides brief answers to certain questions that you may have regarding the Merger Agreement and the proposed Merger. Please note that this section does not address all issues that may be important to you as a holder of EEQ shares. Accordingly, you should carefully read this entire proxy statement/prospectus, including each of the annexes, and the documents that have been incorporated by reference into this proxy statement/prospectus. Please read the section titled “Where You Can Find More Information” beginning on page 161.

The completion of the Merger is conditioned upon, among other things, (1) the affirmative vote of the holders of a majority of the outstanding Listed Shares (other than the Excluded Shares) entitled to vote on such matters at a meeting of the holders of Listed Shares to approve the waiver of Section 9.01(a)(v) of the EEQ LLC Agreement in connection with the Merger (the “Waiver”), the EEQ LLC Agreement Amendment and (2) the completion of the EEP merger.

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The EEQ Board recommends that you vote:

For a discussion of each proposal, see the sections titled “The Merger—Recommendation of the Special Committee” beginning on page 78, titled “The Merger—Recommendation of the EEQ Board” beginning on page 78 and “The Merger—Reasons for the Recommendation of the Special Committee” beginning on page 78.

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The EEQ shareholders cannot themselves approve the EEP merger agreement. The vote of the EEQ shareholders to approve the EEP Merger Proposal, including the EEP merger agreement, will determine only how the EEP i-units will be voted at the EEP special meeting. Approval of the EEP merger agreement requires the affirmative vote or consent of (1) the holders of at least 66²⁄₃% of the outstanding EEP units (other than the EEP Class F units), and (2) the holders of a majority of the outstanding EEP Class A common units (other than EEP Class A common units held by Enbridge and its affiliates) and the outstanding i-units (other than i-units voted at the direction of Enbridge and its affiliates), voting together as a single class, in each case entitled to vote on such matter at the EEP special meeting or any adjournment or postponement thereof. If submitted to a vote of EEP unitholders, approval of an adjournment of the EEP special meeting to solicit additional proxies, if there are not sufficient votes to approve the EEP merger agreement at the time of the EEP special meeting, requires (1) if a quorum does not exist, the affirmative vote of the holders of a majority of the outstanding EEP units represented either in person or by proxy at the special meeting or (2) if a quorum does exist, the affirmative vote of 66²⁄₃% of the outstanding EEP units represented either in person or by proxy at the special meeting.

ENBRIDGE SHAREHOLDERS ARE NOT BEING ASKED FOR A CONSENT OR PROXY AND ENBRIDGE SHAREHOLDERS ARE REQUESTED NOT TO SEND ENBRIDGE A CONSENT OR PROXY.

For any EEQ Adjournment Proposal, you may vote FOR, AGAINST or ABSTAIN. If you abstain, it will have the same effect as a vote against this proposal. Failure to submit your proxy and to attend the meeting will have no effect on the outcome of any vote to adjourn the special meeting if a quorum is not present. If a quorum is present, it will have the same effect as a vote against any adjournment proposal. In addition, if your EEQ shares are held in the name of a bank, broker, nominee, trust company or other fiduciary, your bank, broker, nominee, trust company or other fiduciary will not be entitled to vote your EEQ shares on this proposal in the absence of specific instructions from you. These non-voted EEQ shares will not be counted as present for purposes of determining a quorum and will have no effect on the outcome of any vote of the EEQ shareholders to adjourn the special meeting unless a quorum is present.

For the EEP Merger Proposal, you may vote FOR, AGAINST or ABSTAIN. EEQ will vote the EEP i-units in accordance with the number of EEQ shares voted FOR, AGAINST or ABSTAIN with respect to the EEP merger. EEQ shares not voted with respect to the EEP merger will result in EEP i-units being voted as

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abstentions. At the EEP special meeting, abstentions will not be counted as votes cast or EEQ shares voting on the proposal to approve the EEP merger agreement but will count for the purpose of determining whether a quorum is present. If you abstain or do not vote your EEQ shares with respect to the EEP merger, it will have the same effect as if you voted against the proposal to approve the EEP merger agreement. In addition, if your EEQ shares are held in the name of a bank, broker, nominee, trust company or other fiduciary, your bank, broker, nominee, trust company or other fiduciary will not be entitled to vote your EEQ shares on the proposal to approve the EEP merger agreement in the absence of specific instructions from you. These non-voted shares will not be counted as present for purposes of determining a quorum at the EEP special meeting but will have the effect of a vote against the approval of the EEP merger agreement at the EEP special meeting. Because the Merger is contingent upon the EEP merger, a vote against or to abstain from voting on the proposal to approve the EEP merger agreement is indirectly a vote against the Merger Agreement.

For any EEP Adjournment Proposal, you may vote FOR, AGAINST or ABSTAIN. If submitted to a vote of EEP unitholders, EEQ will vote the EEQ i-units in accordance with the number of EEQ shares voted FOR, AGAINST or ABSTAIN at the special meeting. If you abstain or you do not vote your EEQ shares, it will have the same effect as a vote against this proposal. EEQ shares not voted will result in EEP i-units being voted as abstentions. In addition, if your EEQ shares are held in the name of a bank, broker, nominee, trust company or other fiduciary, your bank, broker, nominee, trust company or other fiduciary also will not be entitled to vote your EEQ shares on this proposal in the absence of specific instructions from you. These non-voted shares will not be counted as present for purposes of determining a quorum at the EEP special meeting and will also result in EEP i-units being voted as abstentions at the EEP special meeting. Accordingly, if you fail to vote your EEQ shares, it will have the same effect as a vote against any EEP Adjournment Proposal at the EEP special meeting.

If you sign your proxy card without indicating how you wish to vote, your shares will be voted FOR the approval of the EEQ Merger Proposal, FOR the approval of the Waiver Proposal, FOR the approval of the EEQ LLC Agreement Amendment Proposal, FOR the EEP Merger Proposal and FOR any Adjournment Proposal, and in accordance with the recommendations of the EEQ Board on any other matters properly brought before the special meeting or the EEP special meeting for a vote.

Enbridge and its subsidiaries are generally not entitled to vote on the Merger Agreement, but Enbridge has agreed in the Merger Agreement that, subject to limited exceptions, it and its subsidiaries would vote their EEQ shares FOR the EEQ Merger Proposal, FOR the Waiver Proposal and FOR the EEQ LLC Agreement Amendment Proposal (in each case, to the extent that they are entitled to vote). In addition, we believe that Enbridge and its subsidiaries will vote FOR any applicable Adjournment Proposal and FOR the EEP Merger Proposal. We believe EEQ’s directors and executive officers intend to vote all of their EEQ shares FOR the EEQ Merger Proposal, FOR the Waiver Proposal and FOR the EEQ LLC Agreement Amendment Proposal. We believe EEQ’s directors and executive officers intend to vote all of their EEQ shares FOR any applicable Adjournment Proposal and FOR the EEP Merger Proposal.

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If the Exchange Ratio would result in an Unaffiliated EEQ Shareholder being entitled to receive, after aggregating all fractional shares to which such holder would otherwise be entitled to receive in connection with the Merger, a fraction of an Enbridge common share rounding to three decimal places, such holder will receive a cash payment (without interest, rounded down to the nearest cent) in lieu of such fractional Enbridge common share in an amount equal to the product obtained by multiplying (1) the amount of the fractional share interest in an Enbridge common share to which such holder would be entitled rounding to three decimal places and (2) an amount equal to the average of the volume-weighted average price per share of Enbridge common shares on the NYSE (as reported by Bloomberg L.P., or, if not reported therein, in another authoritative source mutually selected by Enbridge and EEQ) on the trading day immediately prior to the Effective Time for ten trading days ending on the fifth full business day immediately prior to the Closing Date. For additional information regarding exchange procedures, please read “The Merger Agreement—Exchange Procedures” beginning on page 102.

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The Special Committee and the EEQ Board considered the benefits of the Merger Agreement, the Merger, the Waiver, the EEQ LLC Agreement Amendment and the related transactions as well as the associated risks and, acting in good faith, unanimously (1) determined that the Merger Agreement, the transactions contemplated thereby, including the Merger, and the EEQ LLC Agreement Amendment, are fair and reasonable to EEQ, including the Unaffiliated EEQ Shareholders, and (2) approved the Merger Agreement, the transactions contemplated thereby, including the Merger, and the EEQ LLC Agreement Amendment on the terms and subject to the conditions set forth in the Merger Agreement. The Special Committee recommended that the EEQ Board approve the Merger Agreement, the transactions contemplated thereby, including the Merger, and the EEQ LLC Agreement Amendment. The EEQ Board directed that the Merger Agreement, the waiver of Section 9.01(a)(v) of the LLC Agreement (the “Waiver”) and the EEQ LLC Agreement Amendment be submitted to the shareholders of EEQ for their approval. Each of the Special Committee and the EEQ Board recommends that the shareholders of EEQ approve the EEQ Merger Proposal, the Waiver Proposal and the EEQ LLC Agreement Amendment Proposal.

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If your EEQ shares are held by your banks, brokers, nominees, trust companies or other fiduciaries, see below.

If your EEQ shares are held by your bank, broker, nominee, trust company or other fiduciary, often referred to as held in “street name”, please contact your bank, broker, nominee, trust company or other fiduciary to determine whether you will be able to vote by telephone or electronically.

If you choose either of these two methods, you must submit your notice of revocation or your new proxy card to the Corporate Secretary of EEQ, at 5400 Westheimer Court, Houston, Texas 77056. You also may submit a later-dated proxy using the telephone or Internet voting procedures on the proxy card. If you choose to revoke your proxy by written notice or submit a later-dated proxy, you must do so by 11:59 p.m., Eastern Time, on the day before the special meeting.

Finally, you may attend the special meeting and vote in person. Simply attending the special meeting, without voting in person, will not revoke your proxy. If your EEQ shares are held in street name and you have instructed a bank, broker, nominee, trust company or other fiduciary to vote your EEQ shares, you must follow the directions received from your bank, broker, nominee, trust company or other fiduciary to change your vote or to vote at the special meeting.

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Please do not send in your EEQ share certificates now.

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Assuming the Merger qualifies for the Intended Tax Treatment, the United States federal income tax consequences to U.S. holders (as defined herein) of Listed Shares generally are as follows:

EEQ shareholders should read the sections titled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 123 and “Material Canadian Federal Income Tax Consequences of the Merger” beginning on page 121) and consult their own tax advisors regarding the Canadian and United States federal income tax consequences of the Merger to them in their particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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A Non-Canadian Resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition of Enbridge common shares, unless the shares are “taxable Canadian property” and the shares are not “treaty-protected property” (as those terms are defined in the Canadian Tax Act) of the Non-Canadian Resident Holder at the time of the disposition. See the section titled “Material Canadian Federal Income Tax Consequences of the Merger” beginning on page 121 for a more complete discussion of the expected Canadian federal income tax consequences of owning and disposing of Enbridge common shares received in the Merger.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Banks and Brokers call: (212) 269-5550

All others call toll-free: (800) 207-3159

Email: Enbridge@dfking.com

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ENBRIDGE

The following table sets forth the selected historical consolidated financial data of Enbridge as of and for the periods indicated. The selected historical consolidated financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 were derived from Enbridge’s audited consolidated financial statements included in its annual reports on Form 10-K. The selected historical consolidated financial data as of September 30, 2018 and 2017 and for the nine months ended September 30, 2018 and 2017 were derived from the unaudited consolidated interim financial statements of Enbridge included in its quarterly reports on Form 10-Q.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Enbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, including the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section titled “Where You Can Find More Information” beginning on page 161.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF EEQ

The following table sets forth the selected historical consolidated financial data of EEQ as of and for the periods indicated. The selected historical consolidated financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 were derived from EEQ’s audited consolidated financial statements included in its annual reports on Form 10-K. The selected historical consolidated financial data as of September 30, 2018 and 2017 and for the nine months ended September 30, 2018 and 2017 were derived from the unaudited consolidated interim financial statements of EEQ included in its quarterly reports on Form 10-Q.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in EEQ’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, including the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section titled “Where You Can Find More Information” beginning on page 161.

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SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following selected unaudited pro forma consolidated financial information is derived from the unaudited pro forma consolidated statements of Enbridge. The pro forma adjustments have been prepared as if the Merger and the Other Merger Transactions occurred on September 30, 2018, in the case of the unaudited pro forma condensed consolidated statements of financial position, and on January 1, 2017, in the case of the unaudited pro forma condensed consolidated statements of earnings for the nine months ended September 30, 2018 and the year ended December 31, 2017. In addition, the pro forma adjustments have been prepared as if the Midcoast Transactions occurred on January 1, 2017, in the case of the unaudited pro forma condensed consolidated statements of earnings for the nine months ended September 30, 2018 and the year ended December 31, 2017. The following selected unaudited pro forma consolidated financial information is for illustrative and informational purposes only and is not necessarily indicative of the results that might have occurred had such transactions taken place on January 1, 2017, for consolidated statements of earnings purposes, and September 30, 2018, for consolidated statements of financial position purposes, and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section titled “Risk Factors” beginning on page 34 of this proxy statement/prospectus. The following selected unaudited pro forma consolidated financial information should be read in conjunction with the Unaudited Pro Forma Condensed Consolidated Financial Statements section and related notes beginning on page F-1 of this proxy statement/prospectus.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION

Presented below are Enbridge’s and EEQ’s historical and pro forma per share data for the year ended December 31, 2017 and nine months ended September 30, 2018. Except for the historical information for the year ended December 31, 2017, the information provided in the table below is unaudited. This information should be read together with the historical consolidated financial statements and related notes of Enbridge and EEQ filed by each with the SEC, and incorporated by reference in this proxy statement/prospectus, and with the unaudited pro forma condensed consolidated financial statements included in the Unaudited Pro Forma Condensed Consolidated Financial Statements section beginning on page F-1.

The pro forma consolidated and pro forma consolidated equivalent per share information gives effect to the Merger, the Midcoast Transaction (except in the case of the book value per share/unit information, which does not reflect any adjustments for the Midcoast Transaction, as it was completed on August 1, 2018) and the Other Merger Transactions as if such transactions had been completed as of the applicable date. Such pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the Merger, the Midcoast Transaction or Other Merger Transactions had been completed as of the beginning of the periods presented or the financial position that would have occurred if the Merger or Other Merger Transactions had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the consolidated company. The pro forma information, although helpful in illustrating the financial characteristics of the consolidated company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring, or other factors that may result as a consequence of the Merger or other transactions and, accordingly, does not attempt to predict or suggest future results.

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COMPARATIVE SHARE PRICES; DIVIDENDS

Enbridge common shares are currently listed on the TSX and the NYSE under the symbol “ENB” and the Listed Shares are currently listed on the NYSE under the symbol “EEQ”. The table below sets forth, for the periods indicated, the per share high and low sales prices for Enbridge common shares as reported on the TSX and the NYSE and for the Listed Shares as reported on the NYSE. Numbers have been rounded to the nearest whole cent.

The above table shows only historical data. You should obtain current market quotations for Enbridge common shares and Listed Shares, as the market prices of such securities will fluctuate between the date of this proxy statement/prospectus and the date on which the Merger is completed, at times in between and thereafter. You can obtain these quotations from publicly-available sources.

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Comparison of the Market Prices of Enbridge Common Shares and Listed Shares and Implied Value of the Merger Consideration Payable for Each Listed Share

The following table presents the closing price per share of Enbridge common shares on the TSX and the NYSE and of the Listed Shares on the NYSE, in each case on (a) September 17, 2018, the last full trading day prior to the public announcement of the signing of the Merger Agreement, and (b) November 8, 2018, the last practicable trading day prior to the filing of this proxy statement/prospectus with the SEC. This table also shows the estimated implied value of the Merger Consideration payable for each Listed Share, which was calculated by multiplying the closing price of Enbridge common shares on the NYSE on those dates by the Exchange Ratio of 0.335.

The market prices of Enbridge common shares and Listed Shares have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate prior to, and in the case of Enbridge common shares, after, completion of the Merger. No assurance can be given concerning the market prices of Enbridge common shares or Listed Shares before completion of the Merger or of Enbridge common shares after completion of the Merger. The Exchange Ratio is fixed in the Merger Agreement, but the market price of Enbridge common shares (and therefore the value of the Merger Consideration) when received by EEQ shareholders after the Merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, these comparisons may not provide meaningful information to EEQ shareholders in determining whether to vote to approve the Merger Agreement and the Merger. EEQ shareholders are encouraged to obtain current market quotations for Enbridge common shares and Listed Shares and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference herein. For more information, see the section titled “Where You Can Find More Information” beginning on page 161.

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The table below sets forth the dividends declared per Enbridge common share and the dividends declared per Listed Share for the periods indicated.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This registration statement on Form S-4, of which this proxy statement/prospectus forms a part, and the documents to which Enbridge and EEQ refer you in this registration statement, of which this proxy statement/prospectus forms a part, as well as oral statements made or to be made by Enbridge and EEQ, contain both historical and forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and forward-looking information within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements are typically identified by words such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included in, or incorporated by reference into, this proxy statement/prospectus include, but are not limited to, statements with respect to the following: the Merger; the Midcoast Transaction; each of the Other Merger Transactions; expected earnings before interest, income taxes and depreciation and amortization (“EBITDA”); expected earnings/(loss); expected earnings/(loss) per share; expected future cash flows; expected performance of the Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution, Green Power and Transmission, and Energy Services businesses; financial strength and flexibility; expectations on sources of liquidity and sufficiency of financial resources; expected costs related to announced projects and projects under construction; expected in-service dates for announced projects and projects under construction (including potentially competitive projects); expected capital expenditures; expected equity funding requirements for Enbridge’s commercially secured growth capital; expected future growth and expansion opportunities; expectations about Enbridge’s joint venture partners’ ability to complete and finance projects under construction; expected closing of acquisitions and dispositions, including the Merger and the Other Merger Transactions; estimated future dividends; expected future actions of regulators; expected costs related to leak remediation and potential insurance recoveries; expectations regarding commodity prices; supply forecasts; expectations regarding the impact of the stock-for-stock merger transaction on February 27, 2017 between Enbridge and Spectra Energy, including Enbridge’s combined scale, financial flexibility, growth capital, future business prospects and performance; impact of the Canadian L3R Program on existing integrity programs; the sponsored vehicle strategy; dividend payout policy; dividend growth and dividend payout expectation; expectations on impact of hedging program; and expectations resulting from the successful execution of Enbridge’s 2018-2020 Strategic Plan.

Although the management of Enbridge and EEQ believe that these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and may not prove to be accurate, and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, future trends, levels of activity and achievements to differ materially from those matters expressed or implied by such statements. When considering forward-looking statements, readers and investors should keep in mind the risk factors and other cautionary statements described in the section titled “Risk Factors” beginning on page 34. Among the assumptions, risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:

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Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for services of Enbridge or EEP. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which we operate and may impact levels of demand for services of Enbridge or EEP and cost of inputs, and are therefore inherent in all forward-looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to the impact of the Merger and the Other Merger Transactions on us, expected EBITDA, earnings/(loss), earnings/(loss) per share, or estimated future dividends. The most relevant assumptions associated with forward-looking statements on announced projects and projects under construction, including estimated completion dates and expected capital expenditures, include the following: the availability and price of labor and construction materials; the effects of inflation and foreign exchange rates on labor and material costs; the effects of interest rates on borrowing costs; the impact of weather and customer, government and regulatory approvals on construction and in-service schedules and cost recovery regimes.

Forward-looking statements of Enbridge and EEQ are subject to risks and uncertainties pertaining to the realization of anticipated benefits and synergies of the Merger, the merger transaction completed in February 2017 with Spectra Energy Corp and the Other Merger Transactions, operating performance, regulatory parameters, dispositions, dividend policy, project approval and support, renewals of rights-of-way, weather, economic and competitive conditions, public opinion, changes in tax laws and tax rates, changes in trade agreements, exchange rates, interest rates, commodity prices, political decisions and supply of and demand for commodities, including but not limited to those risks and uncertainties discussed in this proxy statement/prospectus and in EEQ’s other filings with United States securities regulators and Enbridge’s other filings with Canadian and United States securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and the future courses of action of Enbridge and EEP depend on management’s assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge and EEQ each assume no obligation to publicly update or revise any forward-looking statements made in this proxy statement/prospectus or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge or EEQ or persons acting on behalf of Enbridge and EEQ, are expressly qualified in their entirety by these cautionary statements.

The aforementioned factors are difficult to predict and in many cases may be beyond Enbridge’s and EEQ’s control. Consequently, these forward-looking statements may not prove to be accurate. There is no assurance that the actions, events or results of the forward-looking statements will occur, or, if any of them do, when they will occur or what effect they will have on results of operations, financial condition, cash flows or dividends of Enbridge or EEQ. In view of these uncertainties, Enbridge and EEQ caution that investors should not place undue reliance on any forward-looking statements. All of the forward-looking statements Enbridge and EEQ make in this document are qualified by the information contained or incorporated by reference herein, including, but not limited to, the information contained under this heading and the information detailed (a) in Enbridge’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2017 and Enbridge’s Quarterly Reports on Form 10-Q filed with the SEC for the quarterly periods ended March 31, 2018, June 30, 2018 and September 30, 2018, which are available at http://www.sec.gov, and (b) in EEQ’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2017 and EEQ’s Quarterly Reports on Form 10-Q filed with the SEC for the quarterly periods ended March 31, 2018, June 30, 2018 and September 30, 2018, which are available at http://www.sec.gov. See the section titled “Where You Can Find More Information” beginning on page 161. Further, any forward-looking statement speaks only as of the date on which it is made, and, except as required by applicable law, Enbridge and EEQ undertake no obligation to update or revise any forward-looking statement made in this proxy statement/prospectus to reflect new information, events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge or EEQ or persons acting on their behalf, are expressly qualified in their entirety by these cautionary statements.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 34, you should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the Merger. As an Enbridge shareholder following completion of the Merger, you will be subject to all risks inherent in the business of Enbridge in addition to the risks related to EEQ. The market value of your Enbridge common shares will reflect the performance of the business relative to, among other things, that of the competitors of Enbridge and EEQ and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference herein, particularly the risk factors contained in Enbridge’s and EEQ’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. See the section titled “Where You Can Find More Information” beginning on page 161.

Risks Related to the Merger

The number of Enbridge common shares that holders of Listed Shares will be entitled to receive in the Merger is based upon a fixed Exchange Ratio and will not be adjusted in the event of any change in either the price of Enbridge common shares or the price of the Listed Shares.

The Exchange Ratio of 0.335 of an Enbridge common share per Listed Share is fixed, meaning that it does not change and is not dependent upon the relative values of Enbridge common shares and the Listed Shares. There will be no adjustment to the Exchange Ratio for changes in the market price of Enbridge common shares or the Listed Shares prior to the completion of the Merger. If the Merger is completed, there will be a time lapse between the date of this proxy statement/prospectus and the date on which holders of the Listed Shares who are entitled to receive the Merger Consideration actually receive such Merger Consideration. The market value of Enbridge common shares may fluctuate during and after this period as a result of a variety of factors, including general market and economic conditions, changes in Enbridge’s businesses, operations and prospects and regulatory considerations. Such factors are difficult to predict and in many cases may be beyond the control of Enbridge and EEQ. Consequently, at the time EEQ shareholders must decide whether to approve the Merger Agreement, they will not know the actual market value of the Merger Consideration they will receive when the Merger is completed. The actual value of the Merger Consideration received by the holders of the Listed Shares at the completion of the Merger will depend on the market value of the Enbridge common shares at that time. This market value may differ, possibly materially, from the market value of Enbridge common shares at the time the Merger Agreement was entered into or at any other time. For additional information about the EEQ per share merger consideration, see the section titled “The Merger Agreement—Merger Consideration” beginning on page 58.

The Merger Agreement may be terminated in accordance with its terms and there is no assurance when or if the Merger will be completed.

The completion of the Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the requisite approval of the EEQ shareholders, the accuracy of representations and warranties under the Merger Agreement (subject to the materiality standards set forth in the Merger Agreement) and EEQ’s and Enbridge’s performance of their respective obligations under the Merger Agreement in all material respects. These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed.

There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Merger.

In addition, if the Merger is not completed by March 18, 2019, either Enbridge or EEQ may choose not to proceed with the Merger, and the parties can mutually decide to terminate the Merger Agreement at any time. In

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addition, Enbridge and EEQ may elect to terminate the Merger Agreement in certain other circumstances. Please read the section titled “The Merger Agreement—Termination” beginning on page 119.

If the EEP merger is completed and there are delays in completing the Merger, or the Merger is not completed at all, the sole asset of EEQ would be interests in an entity that is no longer publicly traded.

EEQ’s only assets are i-units in EEP and, as a result, EEQ’s financial condition and results of operations are dependent upon the performance of EEP. On September 18, 2018, Enbridge announced that it had entered into a definitive agreement to acquire all of the outstanding equity securities that Enbridge does not already own of EEP. The closing of the EEP merger is not conditioned upon the consummation of the Merger and there is a risk that, if the EEP merger is completed but the Merger is not completed, the sole asset of EEQ would be interests in an entity that is no longer publicly traded.

The opinion rendered to the Special Committee by Goldman Sachs & Co. LLC (“Goldman Sachs”) on September 17, 2018 was necessarily based on economic, monetary, market and other conditions as in effect on, and financial forecasts and other information made available to Goldman Sachs as of, the date of the opinion. As a result, the opinion does not reflect changes in events or circumstances after the date of such opinion. The Special Committee has not requested, and does not expect to request, an updated opinion from Goldman Sachs reflecting changes in circumstances that may have occurred since the signing of the Merger Agreement.

The opinion rendered to the Special Committee by Goldman Sachs on September 17, 2018 was provided for the information and assistance of the Special Committee in connection with its consideration of the Merger. The opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and financial forecasts and other information made available to Goldman Sachs as of, the date of the opinion, which may have changed, or may change, after the date of the opinion. The Special Committee has not requested an updated opinion as of the date of this proxy statement/prospectus from Goldman Sachs and does not expect to request an updated opinion prior to completion of the Merger. Changes in the operations and prospects of Enbridge and EEQ, general market and economic conditions and other factors that may be beyond the control of Enbridge and EEQ, and on which the opinion was based, may have altered the value of Enbridge or EEQ or the prices of Enbridge common shares or the Listed Shares since the date of such opinion, or may alter such values and prices by the time the Merger is completed. The opinion does not speak as of any date other than the date of the opinion. For a description of the opinion that Goldman Sachs rendered to the Special Committee, please read the section titled “The Merger—Opinion of Goldman Sachs & Co. LLC, Financial Advisor to the Special Committee” beginning on page 83.

Failure to complete, or significant delays in completing, the Merger could negatively affect the trading prices of Enbridge common shares or the Listed Shares or the future business and financial results of Enbridge and EEQ.

The completion of the Merger is subject to certain customary closing conditions, including (i) the registration statement having become effective under the Securities Act, (ii) the receipt of requisite approvals of the Merger Agreement by the shareholders of EEQ, (iii) the expiration or termination of the waiting period applicable to the consummation of the Merger under the HSR Act, (iv) the Enbridge common shares issuable in connection with the Merger having been approved for listing on the NYSE and the TSX, subject to official notice of issuance, and (v) the absence of any governmental order prohibiting the consummation of the Merger or the other transactions contemplated by the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon the accuracy of the representations and warranties of the other party as of the date of the Merger Agreement and as of the closing (subject to customary materiality qualifiers).

There is no certainty that the various closing conditions will be satisfied and that the necessary approvals will be obtained. If these or other conditions are not satisfied or if there is a delay in the satisfaction of such

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conditions, then Enbridge and EEQ may not be able to complete the Merger timely or at all, and such failure or delay may have other adverse consequences. If the Merger is not completed or is delayed, Enbridge and EEQ will be subject to a number of risks, including:

Enbridge also expects to acquire all of the outstanding equity securities of each of EEP, SEP and ENF in the Other Merger Transactions, and Enbridge’s efforts to complete those transactions may result in delays in completing the Merger with EEQ or make it more difficult or time consuming than expected.

Enbridge announced that it had separately entered into definitive agreements to acquire, in separate combination transactions, all of the outstanding equity securities that Enbridge does not already own of SEP (announced on August 24, 2018) and EEP and ENF (each announced on September 18, 2018). EEP will hold a special meeting of its unitholders to obtain their approval of the applicable merger agreement. Completion of the Merger is contingent upon the completion of the EEP merger, while none of the EEP merger or the SEP merger are conditioned on the completion of any of such other transactions. SEP will solicit consents in order to obtain the requisite approval of the SEP unitholders. The consents of Enbridge and its subsidiaries (other than SEP) to the SEP merger are sufficient to approve the SEP merger and the related merger agreement. On November 8, 2018, Enbridge and ENF completed the previously announced ENF plan of arrangement pursuant to Section 193 of the Business Corporations Act (Alberta). Enbridge cannot predict whether the Other Merger Transactions (other than the ENF plan of arrangement) will be approved by the requisite votes of security holders of the respective sponsored vehicles, whether all of the other conditions precedent to such transactions will be satisfied or, if so, the timing of the completion of such transactions. Enbridge’s efforts to complete those transactions may result in delays in completing the Merger with EEQ or make it more difficult or time consuming than expected.

The assumptions and estimates underlying the financial projections are inherently subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Enbridge and EEQ. As a result, the financial projections for Enbridge and EEQ may not be realized.

In performing its financial analyses and rendering its opinion regarding the fairness from a financial point of view to the holders (other than Enbridge and its affiliates) of the outstanding Listed Shares of the Exchange Ratio pursuant to the Merger Agreement, Goldman Sachs, the financial advisor to the Special Committee, reviewed and relied on, among other things, certain financial analyses and forecasts for EEP, certain financial analyses and forecasts for Enbridge stand alone, and certain financial analyses and forecasts for Enbridge pro forma for the Merger and the EEP merger, as adjusted by the Special Committee, in each case, as prepared by the management of Enbridge and approved for Goldman Sachs’ use by the Special Committee. These financial projections speak only as of the date made and will not be updated. These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties, and may not be achieved in full, within projected time frames or at all. The financial projections on which the Special Committee’s financial advisor based its opinion may not be realized.

In performing its financial analyses and rendering its opinion regarding the fairness, from a financial point of view, of the Exchange Ratio to EEQ and the Unaffiliated EEQ Shareholders, Goldman Sachs, the financial advisor to the Special Committee, reviewed and relied on, among other things, financial forecasts for Enbridge and EEQ prepared by management. These financial projections speak only as of the date made and will not be updated. These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties, and may not be achieved in full, within projected time

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frames or at all. The financial projections on which the Special Committee’s financial advisor based its opinion may not be realized.

The unaudited pro forma condensed consolidated financial information and unaudited forecasted financial information included in this proxy statement/prospectus is presented for illustrative purposes only and does not represent the actual financial position or results of operations of the combined company following the completion of the Merger. Future results of Enbridge and EEQ may differ, possibly materially, from the unaudited pro forma condensed consolidated financial information and unaudited forecasted financial information presented in this proxy statement/prospectus.

The unaudited pro forma condensed consolidated financial statements and unaudited forecasted financial information contained in this proxy statement/prospectus are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and do not represent the actual financial position or results of operations of Enbridge or EEQ prior to the Merger or following the Merger, the Midcoast Transaction and/or the Other Merger Transactions for several reasons. See the Unaudited Pro Forma Condensed Consolidated Financial Statements section beginning on page F-1. In addition, the Merger and post-Merger integration process, as well as the Other Merger Transactions, may give rise to unexpected liabilities and costs. Unexpected delays in completing the Merger or in completing the Other Merger Transactions may significantly increase the related costs and expenses incurred by Enbridge. The actual financial positions and results of operations of Enbridge and EEQ prior to the Merger and following the Merger, the Midcoast Transaction and the Other Merger Transactions may be different, possibly materially, from the unaudited pro forma condensed consolidated financial statements or forecasted financial information included in this proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma condensed consolidated financial statements and forecasted financial information included in this proxy statement/prospectus may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of Enbridge common shares may cause a significant change in the purchase price used for Enbridge’s accounting purposes and the unaudited pro forma financial statements contained in this proxy statement/prospectus.

Enbridge and EEQ and their directors and officers may have interests that differ from your interests, and these interests may have influenced their decision to propose and to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

The nature of the respective businesses of Enbridge and EEQ and their respective affiliates may give rise to conflicts of interest between Enbridge, EEQ and the General Partner. The interests of Enbridge, EEQ and the General Partner, and their directors and officers, as applicable, may differ from your interests as a result of the relationships among them. A conflict could be perceived to exist, for example, in connection with the number of Enbridge common shares offered as the Merger Consideration, particularly where two of the ten directors on the EEQ Board are executive officers of Enbridge.

EEQ does not have any employees. EEQ has entered into agreements with the General Partner and several of its affiliates to provide EEQ with the necessary services and support personnel, who act on EEQ’s behalf as EEQ’s agents. All directors of the General Partner are elected annually and may be removed by Enbridge (U.S.) Inc., as the sole shareholder of the General Partner, an indirect and wholly owned subsidiary of Enbridge. All directors of EEQ were elected and may be removed by the General Partner, as the sole holder of the Voting Shares.

In considering the recommendation of the EEQ Board to approve the Merger Proposal, you should consider that the directors and executive officers of Enbridge, the General Partner and EEQ may have other interests that differ from, or are in addition to, the interests of EEQ shareholders generally. These interests include the following:

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In addition, certain executive officers and directors of Enbridge are also executive officers and directors of EEQ and the General Partner. J. Herbert England serves as a member of the boards of directors of all three companies. The compensation received by the executive officers of Enbridge is paid to them in their capacities as executive officers of Enbridge, EEQ and the General Partner, as applicable. EEQ and the General Partner have the same directors and, with the exception of William Yardley, who is an executive officer of the General Partner only, have the same executive officers.

The following director and executive officers of Enbridge hold positions at EEQ and the General Partner:

The members of the Special Committee and the EEQ Board were aware of and considered these interests, among other matters, when they approved the Merger Agreement and when they recommended that EEQ shareholders approve the Merger. These interests are described in more detail in the section titled “The Merger—Interests of Directors and Executive Officers of EEQ in the Merger” beginning on page 96.

Enbridge and EEQ will be subject to certain operating restrictions until the completion of the Merger.

The Merger Agreement generally restricts EEQ, without Enbridge’s consent, or Enbridge, without EEQ’s consent, from taking specified actions until the Merger occurs or the Merger Agreement terminates. These restrictions may prevent EEQ or Enbridge from taking actions that each respectively might otherwise consider beneficial. Please read the section titled “The Merger Agreement—Interim Operations” beginning on page 108.

Risks Related to the Enbridge Common Shares

The market price of Enbridge common shares will continue to fluctuate after the Merger.

Upon completion of the Merger, Unaffiliated EEQ Shareholders will become holders of Enbridge common shares. The market price of Enbridge common shares may fluctuate significantly following completion of the Merger and Unaffiliated EEQ Shareholders could lose some or all of the value of their investment in Enbridge common shares. In addition, the stock market has experienced significant price and volume fluctuations in recent

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times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the Enbridge common shares, regardless of Enbridge’s actual operating performance.

The market price of Enbridge common shares may be affected by factors different from those that historically have affected Listed Shares.

Upon completion of the Merger, Unaffiliated EEQ Shareholders will become holders of Enbridge common shares. The businesses of Enbridge differ from those of EEQ in certain respects, and, accordingly, the financial position or results of operations and/or cash flows of Enbridge after the Merger, as well as the market price of Enbridge common shares, may be affected by factors different from those currently affecting the financial position or results of operations and/or cash flows of EEQ, and, in turn, the market price of the Listed Shares. For a discussion of the businesses of Enbridge and EEQ and of some important factors to consider in connection with those businesses, see the section titled “Information about the Companies” beginning on page 44, and the documents incorporated by reference in the section titled “Where You Can Find More Information” beginning on page 161, including, in particular, in the sections titled “Risk Factors” in each of Enbridge’s Annual Report on Form 10-K for the year ended December 31, 2017 and EEQ’s Annual Report on Form 10-K for the year ended December 31, 2017, in each case, as modified by subsequent reports filed by Enbridge and EEQ.

Holders of Enbridge common shares, which will be received by eligible holders of the Listed Shares as a result of the Merger, will have rights different from the current holders of Listed Shares.

Upon completion of the Merger, Unaffiliated EEQ Shareholders will no longer be shareholders of EEQ, and Unaffiliated EEQ Shareholders will become Enbridge shareholders. There are certain differences between the current rights of Unaffiliated EEQ Shareholders and the rights to which such shareholders will be entitled as Enbridge shareholders. See the section titled “Comparison of Rights of Enbridge Shareholders and EEQ Shareholders” beginning on page 129 for a discussion of the different rights associated with Enbridge common shares.

Enbridge may not pay any cash dividends to Enbridge shareholders, and Enbridge’s ability to declare and pay cash dividends to Enbridge shareholders, if any, in the future will depend on various factors, many of which are beyond Enbridge’s control.

Unlike EEQ, Enbridge is not required to declare dividends of its available cash to its equityholders. The Enbridge Board may not declare dividends in the future. Should the Enbridge Board declare dividends on the Enbridge common shares in the future, the dividend yield of the Enbridge common shares may only be a fraction of the historical or projected dividend yield of the Listed Shares. Any payment of future dividends will be at the sole discretion of the Enbridge Board and will depend upon many factors, including the financial condition, earnings and capital requirements of its operating subsidiaries, covenants associated with certain debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by the Enbridge Board. For more information regarding Enbridge’s financial condition, earnings and capital requirements, level of indebtedness or legal, regulatory or contractual restrictions, please read Enbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, incorporated by reference herein.

Enbridge declares its dividend in Canadian dollars. However, Enbridge delivers payment to U.S. holders of Enbridge common shares in U.S. dollars. Fluctuations in the Canadian dollar/U.S. dollar exchange rate may impact the value of dividend payments received by U.S. holders of Enbridge common shares.

Enbridge declares its dividend in Canadian dollars. However, Enbridge delivers payment to U.S. holders of Enbridge common shares in U.S. dollars. The U.S. dollar value of any cash payment for declared dividends to a U.S. holder of Enbridge common shares will be converted into U.S. dollars using the indicative rate of exchange for Canadian interbank transactions established by the Bank of Canada on the declared record date. Fluctuations in the Canadian dollar/U.S. dollar exchange rate may impact the value of any dividend payments received by U.S. holders of Enbridge common shares.

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Enbridge is organized under the laws of Canada and a substantial portion of its assets are, and many of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States in Canada.

Enbridge is organized under the laws of Canada. A substantial portion of Enbridge’s assets are located outside the United States, and many of Enbridge’s directors and officers and some of the experts named in this proxy statement/prospectus (including in documents that are incorporated by reference into this proxy statement/prospectus) are residents of jurisdictions outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon Enbridge and those directors, officers and experts, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of Enbridge and such directors, officers or experts under the U.S. federal securities laws. There is uncertainty as to the enforceability in Canada by a court in original actions, or in actions to enforce judgments of United States courts, of the civil liabilities predicated upon the U.S. federal securities laws.

There may be future dilution of the Enbridge common shares, including as a result of any Enbridge common shares issued in connection with the Other Merger Transactions, which could adversely affect the market price of Enbridge common shares.

If the Merger is successfully completed, Enbridge expects that it will issue to the Unaffiliated EEQ Shareholders approximately 29,174,068 Enbridge common shares at the Effective Time in connection with the proposed Merger, based on the number of Enbridge common shares and the estimated number of Listed Shares that are outstanding as of November 5, 2018 (not including any Enbridge common shares that would be expected to be issued upon the successful completion of the Other Merger Transactions, including the EEP merger). If the Other Merger Transactions are all also successfully completed in accordance with their respective transaction agreements, based on the number of outstanding shares or units, as the case may be, of SEP, EEP, EEQ and ENF, as of November 5, 2018, and the exchange ratio in each applicable transaction agreement, Enbridge expects that it will issue approximately 296,284,573 Enbridge common shares in aggregate upon the completion of the proposed Merger and those Other Merger Transactions. The actual number of Enbridge common shares issued in the Merger and the EEP merger will be determined by multiplying the Exchange Ratio by the number of issued and outstanding Listed Shares held by Unaffiliated EEP Unitholders and the exchange ratio in the EEP merger by the number of issued and outstanding Class A common units held by the public as of the closing date of the Merger. The actual number of Enbridge common shares issued in each of the SEP merger and the ENF plan of arrangement will be determined by multiplying the applicable exchange ratio by the number of publicly held shares or units of the acquired entity as of the closing date of each such transaction.

In addition, the Merger Agreement does not restrict Enbridge’s ability to issue additional Enbridge common shares prior to (with consent of each conflicts committee and special committee pursuant to the respective merger agreements and arrangement agreement applicable to the proposed Merger and the Other Merger Transactions) or following the Effective Time or thereafter. In the future (assuming such consents have been secured), Enbridge may issue additional Enbridge common shares to raise cash for its projects, operations, acquisitions or other purposes. Enbridge may also (assuming such consents have been secured) acquire interests in other companies by using a combination of cash and Enbridge common shares or just Enbridge common shares. Enbridge has issued securities convertible into, or exchangeable for, or that represent the right to receive, Enbridge common shares and may (assuming such consents have been secured) do so again in the future. Any of these events may dilute the ownership interests of current Enbridge common shares, reduce Enbridge’s earnings per share and have an adverse effect on the price of Enbridge common shares. The issuance of these new shares and the sale of additional shares that may become eligible for sale in the public market from time to time could have the effect of depressing the market value for Enbridge common shares. The increase in the number of Enbridge common shares may lead to sales of such Enbridge common shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, Enbridge common shares.

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Sales of a substantial number of Enbridge common shares in the public market could adversely affect the market price of Enbridge common shares.

Sales of a substantial number of Enbridge common shares in the public market, or the perception that these sales may occur, could reduce the market price of Enbridge common shares.

Tax Risks Related to the Merger and the Ownership of Enbridge Common Shares Received in the Merger

In addition to reading the following risk factors, EEQ shareholders are urged to read “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 123 and “Material Canadian Federal Income Tax Consequences of the Merger” beginning on page 121 for a more complete discussion of the expected U.S. and Canadian federal income tax consequences of the Merger and owning and disposing of Enbridge common shares received in the Merger.

There is some risk that the IRS could challenge the conclusions set forth in the opinions and that such a challenge would be sustained by a court. If the conclusions in the tax opinions were to be challenged by the IRS and such challenge were to be sustained, U.S. holders of EEQ shares would recognize gain (and may not be allowed to recognize loss) based on the amount such a holder realizes in the Merger. None of the parties to the Merger intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger. Consequently there is no guarantee that the IRS will treat the Merger in the manner described above. If the IRS successfully challenges the treatment of the Merger, adverse U.S. federal income tax consequences may result.

Assuming the Merger qualifies for the Intended Tax Treatment, the United States federal income tax consequences to U.S. holders of EEQ shares generally are as follows:

It is a condition to the completion of the Merger that EEQ receives an opinion from Vinson & Elkins L.L.P., dated as of the closing date, to the effect that (i) the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) the Merger should not result in gain being recognized by U.S. holders under Section 367(a) of the Code upon the exchange of EEQ share for Enbridge common shares in the merger (other than by a U.S. holder who is a “five-percent transferee shareholder” within the meaning of the rules under Treasury Regulations Section 1.367(a)-3(c) and who does not file the agreement with the IRS as described in Treasury Regulations Section 1.367(a)-3(c)(l)(iii)(B)). We believe that the conclusions in this opinion are accurate. However, they are not certain and are not binding on the IRS or any court. Although none of Enbridge, EEQ or Merger Sub intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the merger, there is some risk that the IRS could challenge the conclusions set forth in the opinion and that such a challenge would be sustained by a court. If the conclusions in the tax opinion were to be challenged by the IRS and such challenge were to be sustained, U.S. holders of EEQ shares would recognize gain (and may not be allowed to recognize loss) based on the amount such a holder realizes in the Merger. Because none of the parties to the Merger intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger, there is no guarantee that the IRS will treat the Merger in the manner described above. If the IRS successfully challenges the treatment of the Merger, adverse U.S. federal income tax consequences may result.

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EEQ shareholders should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 123 and consult their own tax advisors regarding the United States federal income tax consequences of the Merger to them in their particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Dividends paid with respect to Enbridge common shares generally will be subject to withholding tax.

A distribution of cash by Enbridge to a shareholder who is a U.S. holder will generally be included in such U.S. holder’s income as ordinary dividend income to the extent of Enbridge’s current or accumulated “earnings and profits”, as determined under U.S. federal income tax principles. A portion of the cash distributed to Enbridge shareholders by Enbridge after the Merger may exceed Enbridge’s current and accumulated earnings and profits. Cash distributions in excess of Enbridge’s current and accumulated earnings and profits will be treated as a non-taxable return of capital, reducing a U.S. holder’s adjusted tax basis in such shareholder’s Enbridge common shares and, to the extent the cash distribution exceeds such shareholder’s adjusted tax basis, as gain from the sale or exchange of such Enbridge common shares. However, Enbridge does not expect to calculate earnings and profits in accordance with U.S. federal income tax principles. Accordingly, each Enbridge shareholder should expect to generally treat distributions made by Enbridge as dividends.

Dividends paid or credited or deemed to be paid or credited on Enbridge common shares to a Non-Canadian Resident Holder generally will be subject to Canadian withholding tax at a rate of 25% of the gross amount of the dividend, unless the rate is reduced under the provisions of an applicable income tax convention between Canada and the Non-Canadian Resident Holder’s jurisdiction of residence. For example, the rate of withholding tax under the Treaty applicable to a Non-Canadian Resident Holder who is a resident of the United States for purposes of the Treaty, is the beneficial owner of the dividend and is entitled to all of the benefits under the Treaty, generally will be 15%.

Please read “Material U.S. Federal Income Tax Consequences of the Merger” and “Material Canadian Federal Income Tax Consequences of the Merger” beginning on pages 123 and 121, respectively, for a more complete discussion of certain U.S. and Canadian federal income tax consequences of owning and disposing of Enbridge common shares.

Future changes to U.S., Canadian and foreign tax laws could adversely affect the combined company.

The U.S. Congress, the Canadian House of Commons, the Organization for Economic Co-operation and Development, and other government agencies in jurisdictions where Enbridge and its affiliates do business have been focused on issues related to the taxation of multinational corporations. Specific attention has been paid to “base erosion and profit shifting”, where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the United States, Canada and other countries in which Enbridge and its affiliates do business could change on a prospective or retroactive basis, and any such change could adversely affect the combined company.

Further, there can be no assurance that applicable Canadian income tax laws, regulations or tax treaties will not be changed or interpreted in a manner that is, or that applicable taxing authorities will not take administrative positions that are, adverse to Enbridge and its shareholders. Such taxation authorities may also disagree with how Enbridge calculates or has in the past calculated its income for tax purposes. Any such event could adversely affect Enbridge, its share price or the dividends or other payments to be paid to shareholders of Enbridge.

Risks Related to Enbridge’s Business

You should read and consider risk factors specific to Enbridge’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of Enbridge’s Annual Report on Form 10-K for the year ended December 31, 2017, and in other documents that are

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incorporated by reference herein. See the section titled “Where You Can Find More Information” beginning on page 161 for the location of information incorporated by reference in this proxy statement/prospectus.

Risks Related to EEQ’s Business

You should read and consider risk factors specific to EEQ’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of EEQ’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and in other documents that are incorporated by reference herein. See the section titled “Where You Can Find More Information” beginning on page 161 for the location of information incorporated by reference in this proxy statement/prospectus.

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INFORMATION ABOUT THE COMPANIES

Enbridge Inc.

200, 425 – 1st Street S.W.

Calgary, Alberta T2P 3L8, Canada

Phone: 1-403-231-3900

Enbridge is a North American energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation assets. Enbridge delivers an average of 2.9 million barrels of crude oil each day through its Mainline and Express Pipeline, and accounts for approximately 62% of United States-bound Canadian crude oil exports. Enbridge also moves approximately 22% of all natural gas consumed in the United States, serving key supply basins and demand markets. Its regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec and New Brunswick. Enbridge also has interests in more than 1,700 megawatts (MW) of net renewable power generation capacity in North America and Europe. Enbridge has ranked on the Global 100 Most Sustainable Corporations index for the past nine years. Enbridge was incorporated on April 13, 1970 under the Companies Ordinance of the Northwest Territories and was continued under the Canada Corporations Act on December 15, 1987. Enbridge indirectly holds all of the outstanding equity interests of Merger Sub, an indirect wholly owned subsidiary formed in Delaware for the sole purpose of completing the Merger.

Enbridge is a public company and the Enbridge common shares trade on both the TSX and the NYSE under the ticker symbol “ENB”. Enbridge’s principal executive offices are located at 200, 425 – 1st Street S.W., Calgary, Alberta T2P 3L8, Canada, and its telephone number is 1-403-231-3900.

Additional information about Enbridge can be found on its website at https://www.enbridge.com. The information contained in, or that can be accessed through, Enbridge’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about Enbridge, see the section titled “Where You Can Find More Information” beginning on page 161.

Enbridge Energy Management, L.L.C.

5400 Westheimer Court

Houston, Texas 77056

Phone: (713) 627-5400

EEQ is a publicly-traded Delaware limited liability company that is a limited partner of EEP, through its ownership of i-units, a special class of the EEP’s limited partner interests. EEQ’s only investment is its limited partner interest in EEP. EEQ is structured as an alternative to direct investment in master limited partnerships for investors without the complications associated with partnership tax reporting.

As of November 5, 2018, EEQ owned approximately 21.9% of the outstanding units of EEP. At November 5, 2018, the General Partner owned 100% of EEQ’s 7.4 Voting Shares, as well as approximately 11.7% of the Listed Shares, which represent limited liability company interests in EEQ and are publicly traded on the NYSE. The remaining approximately 88.3% of the Listed Shares are held by the public.

EEQ’s performance depends entirely on the operations and management of EEP. Under a delegation of control agreement among EEQ, EEP and the General Partner, EEQ manages EEP’s business and affairs. The General Partner is an indirect, wholly owned subsidiary of Enbridge.

Under the EEP Partnership Agreement, except for the available cash that EEP is required to retain in respect of the i-units, EEP distributes all of its available cash to the General Partner and limited partners on a quarterly basis. EEQ does not, however, receive distributions of cash in respect of the i-units EEQ owns and does not otherwise have any cash flow attributable to EEQ’s ownership of the i-units.

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EEQ’s executive offices are located at 5400 Westheimer Court, Houston, Texas 77056, and its telephone number is (713) 627-5400.

Additional information about EEQ can be found on its website at https://www.enbridgemanagement.com/. The information contained in, or that can be accessed through, EEQ’s website is not intended to be incorporated into this proxy statement/prospectus. For additional information about EEQ, see the section titled “Where You Can Find More Information” beginning on page 161.

Merger Sub

5400 Westheimer Court

Houston, Texas 77056

Phone: (713) 627-5400

Merger Sub, a Delaware corporation and an indirect wholly owned subsidiary of Enbridge, was formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into EEQ. As a result, EEQ will survive the Merger as a wholly owned subsidiary of Enbridge. Upon completion of the Merger, Merger Sub will cease to exist as a separate entity.

Merger Sub’s principal executive offices are located at 5400 Westheimer Court, Houston, Texas 77056, and its telephone number is (713) 627-5400.

Other Merger Transactions

On August 24, 2018, Enbridge and SEP announced that they entered into the SEP merger agreement on the same day under which Enbridge will acquire all of the outstanding public units of SEP, subject to the approval of the SEP unitholders. Under the terms of the SEP merger agreement, SEP public unitholders will receive 1.111 Enbridge common shares for each outstanding public unit of SEP.

On September 18, 2018, Enbridge and EEP announced that they entered into the EEP merger agreement on September 17, 2018 under which Enbridge will acquire all of the outstanding Class A common units of EEP, subject to the approval of the EEP unitholders. Under the terms of the EEP merger agreement, EEP unitholders (other than Enbridge and its subsidiaries) will receive 0.335 of an Enbridge common share for each Class A common unit of EEP, which is at parity with the exchange ratio in the Merger. The Merger is conditional upon the consummation of the EEP Merger.

Also on September 18, 2018, Enbridge and ENF announced that they entered into the arrangement agreement. On November 8, 2018, Enbridge and ENF completed the previously announced ENF plan of arrangement pursuant to Section 193 of the Business Corporations Act (Alberta) under which Enbridge acquired all of the issued and outstanding public common shares of ENF. Pursuant to the ENF plan of arrangement, each ENF common share was exchanged for 0.7350 of an Enbridge common share and cash of C$0.45 per ENF common share.

For more information on the Other Merger Transactions, see the section titled “Where You Can Find More Information” beginning on page 161.

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The Special Meeting

EEQ is providing this proxy statement/prospectus to the EEQ shareholders for the solicitation of proxies to be voted at the special meeting that EEQ has called for the purposes described below. This proxy statement/prospectus is first being mailed to EEQ shareholders on or about November 13, 2018 and provides EEQ shareholders with the information they need to know about the Merger and the proposals to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting will be held on December 17, 2018 at 10:00 a.m., local time, at Hilton Houston Post Oak by the Galleria, 2001 Post Oak Boulevard, Houston, Texas 77056.

Purpose

At the special meeting, you will be asked to vote solely on the following proposals:

Special Committee and the EEQ Board Recommendation

The Special Committee and the EEQ Board each recommend that you vote:

The EEQ Board recommends that you vote:

The Special Committee and the EEQ Board considered the benefits of the Merger Agreement, the Merger, the Waiver, the EEQ LLC Agreement Amendment and the related transactions as well as the associated risks and, acting in good faith, unanimously (1) determined that the Merger Agreement, the transactions contemplated thereby, including the Merger, and the EEQ LLC Agreement Amendment, are fair and reasonable to EEQ, including the Unaffiliated EEQ Shareholders, and (2) approved the Merger Agreement, the transactions contemplated thereby, including the Merger, and the EEQ LLC Agreement

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Amendment on the terms and subject to the conditions set forth in the Merger Agreement. The Special Committee recommended that the EEQ Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger. The EEQ Board directed that the Merger Agreement, the Waiver and the EEQ LLC Agreement Amendment be submitted to the shareholders of EEQ for their approval. Each of the Special Committee and the EEQ Board recommends that the shareholders of EEQ approve the EEQ Merger Proposal, the Waiver Proposal and the EEQ LLC Agreement Amendment Proposal. See the sections titled “The Merger—Recommendation of the Special Committee” beginning on page 78, “The Merger—Recommendation of the EEQ Board” beginning on page 78 and “The Merger—Reasons for the Recommendation of the Special Committee” beginning on page 78.

In considering the recommendation of the Special Committee and the EEQ Board with respect to the Merger Agreement and the transactions contemplated thereby, the Waiver and the EEQ LLC Agreement Amendment, you should be aware that some of EEQ’s directors and executive officers may have interests that are different from, or in addition to, the interests of EEQ shareholders more generally. See the section titled “The Merger—Relationship of the Parties to the Merger Agreement” beginning on page 96.

See the complete EEP proxy statement/prospectus attached as Annex D to this proxy statement/prospectus for further detail regarding the EEP merger agreement and the related proposals.

Record Date; Outstanding EEQ Shares; Shares Entitled to Vote

The Record Date for the special meeting is November 5, 2018. Only holders of outstanding EEQ shares as of the close of business on the Record Date will be entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. The General Partner and its affiliates are not entitled to vote Listed Shares owned by them on the EEQ Merger Proposal, the Waiver Proposal or the EEQ LLC Agreement Amendment Proposal and such Listed Shares are not considered outstanding for purposes of those Proposals.

As of November 5, 2018, there were 98,611,085.310591 Listed Shares issued and outstanding, of which 11,524,315.661566 were owned by Enbridge and its affiliates, and 7.434953 Voting Shares, all of which were owned by Enbridge and its affiliates. Each holder of Listed Shares is entitled to one vote for each share owned as of the Record Date on the matters for which such holder of Listed Shares is entitled to vote.

A complete list of EEQ shareholders entitled to vote at the special meeting will be available for inspection at the principal place of business of EEQ during regular business hours for a period of no less than ten days before the special meeting and at the place of the special meeting during the meeting.

Quorum

A quorum is the number of shares that must be present, in person or by proxy, in order for business to be transacted at a meeting of the EEQ shareholders. A quorum of EEQ shareholders is required to approve the Proposals at the special meeting, but not to approve any adjournment of the meeting. The presence, in person or by proxy, of EEQ shareholders representing a majority of the Listed Shares outstanding on the Record Date, other than Listed Shares owned by the General Partner and its affiliates, will constitute a quorum for the special meeting.

Required Vote

The approval of EEQ Merger Proposal, including the approval of the Merger Agreement, the Waiver Proposal and the EEQ LLC Agreement Amendment Proposal require the affirmative vote of the holders of a majority of the outstanding Listed Shares (other than the Excluded Shares) entitled to vote on such matters at a meeting of the holders of Listed Shares. Pursuant to the terms of the EEQ LLC Agreement, the special meeting may be adjourned from time to time by the affirmative vote of a majority of the outstanding EEQ shares represented either in person or by proxy at the special meeting, whether or not a quorum exists.

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The EEQ shareholders cannot themselves approve the EEP merger agreement. The vote of the EEQ shareholders to approve the EEP Merger Proposal, including the EEP merger agreement, will determine only how the EEP i-units will be voted at the EEP special meeting. Approval of the EEP merger agreement requires the affirmative vote or consent of (1) the holders of at least 66²⁄₃% of the outstanding EEP units (other than the EEP Class F units), and (2) the holders of a majority of the outstanding EEP Class A common units (other than EEP Class A common units held by Enbridge and its affiliates) and the outstanding EEP i-units (other than EEP i-units voted at the direction of Enbridge and its affiliates), voting together as a single class, in each case entitled to vote on such matter at the EEP special meeting or any adjournment or postponement thereof. If submitted to a vote of EEP unitholders, approval of an adjournment of the EEP special meeting from time to time to solicit additional proxies, if there are not sufficient votes to approve the EEP merger agreement at the time of the EEP special meeting, requires (1) if a quorum does not exist, the affirmative vote of the holders of a majority of the outstanding EEP units represented either in person or by proxy at the special meeting or (2) if a quorum does exist, the affirmative vote of 66²⁄₃% of the outstanding EEP units represented either in person or by proxy at the special meeting.

Share Ownership of and Voting by Enbridge and EEQ’s Directors and Executive Officers

As of November 5, 2018, Enbridge and its subsidiaries held in the aggregate approximately 11.5 million Listed Shares, representing approximately 11.7% of the outstanding Listed Shares, and approximately 7.4 Voting Shares, representing all of the outstanding Voting Shares. The directors and executive officers, and their affiliates, of EEQ held and were entitled to vote, in the aggregate, Listed Shares representing less than 1.0% of the outstanding Listed Shares as of November 5, 2018.

Enbridge and its subsidiaries are generally not entitled to vote on the Merger Agreement, but Enbridge has agreed in the Merger Agreement that, subject to limited exceptions, it and its subsidiaries would vote their EEQ shares FOR the EEQ Merger Proposal, FOR the Waiver Proposal and FOR the EEQ LLC Agreement Amendment Proposal (in each case, to the extent that they are entitled to vote). In addition, we believe that Enbridge and its subsidiaries will vote FOR any applicable Adjournment Proposal and FOR the EEP Merger Proposal. We believe EEQ’s directors and executive officers intend to vote all of their EEQ shares FOR the EEQ Merger Proposal, FOR the Waiver Proposal and FOR the EEQ LLC Agreement Amendment Proposal. We believe EEQ’s directors and executive officers intend to vote all of their EEQ shares FOR any applicable Adjournment Proposal and FOR the EEP Merger Proposal.

Voting of Shares by Holders of Record

If you are entitled to vote at the special meeting and hold your EEQ shares in your own name, you can submit a proxy or vote in person by completing a ballot at the special meeting. However, we encourage you to submit a proxy before the special meeting even if you plan to attend the special meeting in order to ensure that your shares are voted. A proxy is a legal designation of another person to vote your EEQ shares on your behalf in the manner you instruct. If you hold EEQ shares in your own name, you may submit a proxy for your EEQ shares by:

When you submit a proxy by telephone or through the Internet, your proxy is recorded immediately. We encourage you to submit your proxy using these methods whenever possible. If you submit a proxy by telephone or the Internet website, please do not return your proxy card by mail.

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All Listed Shares represented by each properly executed and valid proxy received before the special meeting will be voted in accordance with the instructions given on the proxy. If an EEQ shareholder executes a proxy card without giving instructions, the EEQ shares represented by that proxy card will be voted FOR approval of the proposal to approve the EEQ Merger Proposal, FOR the approval of the Waiver Proposal, FOR the approval of the EEQ LLC Agreement Amendment Proposal, FOR the EEP Merger Proposal and FOR approval of any Adjournment Proposal.

Your vote is important. Accordingly, please submit your proxy by telephone, through the Internet or by mail, whether or not you plan to attend the meeting in person. Proxies must be received by 11:59 p.m., Eastern Time, on December 16, 2018.

Voting of Shares Held in Street Name

If your EEQ shares are held in an account at a bank, broker, nominee, trust company or other fiduciary, you must instruct the bank, broker, nominee, trust company or other fiduciary on how to vote your EEQ shares by following the instructions that the bank, broker, nominee, trust company or other fiduciary provides to you with these proxy materials. Most banks, brokers, nominees, trust companies and other fiduciaries offer the ability for shareholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet.

If you hold your EEQ shares in a brokerage account and you do not provide voting instructions to your broker, your EEQ shares will not be voted on any proposal, as under the current rules of the NYSE, brokers do not have discretionary authority to vote on the proposal to approve the Merger Agreement or any adjournment proposal. Since there are no items on the agenda which your broker has discretionary authority to vote upon, there will be no broker non-votes present at the special meeting.

If you hold EEQ shares through a bank, broker, nominee, trust company or other fiduciary and wish to vote your EEQ shares in person at the special meeting, you must obtain a legal proxy from your bank, broker, nominee, trust company or other fiduciary and present it to the inspector with your ballot when you vote at the special meeting.

Revocability of Proxies; Changing Your Vote

You may revoke your proxy and/or change your vote at any time before your proxy is voted at the special meeting. If you are an EEQ shareholder of record, you can do this by:

If you choose to revoke your proxy by written notice or submit a later-dated proxy, you must do so by 11:59 p.m., Eastern Time, on the day before the special meeting.

If you hold your EEQ shares through a bank, broker, nominee, trust company or other fiduciary, you must follow the directions you receive from your bank, broker, nominee, trust company or other fiduciary, in order to revoke or change your vote.

Solicitation of Proxies

EEQ will bear all costs and expenses in connection with the solicitation of proxies from its shareholders, except that Enbridge has agreed to pay all expenses of printing and mailing this proxy statement/prospectus and

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all filing fees payable to the SEC in connection with this proxy statement/prospectus. In addition to the solicitation of proxies by mail, EEQ will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of EEQ shares and secure their voting instructions, if necessary. EEQ will reimburse the banks, brokers and other record holders for their reasonable expenses in taking those actions. EEQ has also made arrangements with D.F. King & Co., Inc. to assist in soliciting proxies and in communicating with EEQ shareholders and estimates that it will pay them a fee of approximately US$15,000, plus fees on a per call basis and reasonable out-of-pocket fees and expenses for these services.

EEQ shareholders should not send share certificates with their proxies. A letter of transmittal and instructions for the surrender of the EEQ share certificates will be mailed to EEQ shareholders shortly after the completion of the Merger.

Householding

The SEC has adopted a rule concerning the delivery of annual reports and proxy statements. It permits EEQ, with your permission, to send a single notice of meeting and, to the extent requested, a single set of this proxy statement/prospectus to any household at which two or more shareholders reside if EEQ believes they are members of the same family. This rule is called “householding”, and its purpose is to help reduce printing and mailing costs of proxy materials.

A number of brokerage firms have instituted householding. If you and members of your household have multiple accounts holding EEQ shares, you may have received a householding notification from your broker. Please contact your broker directly if you have questions, require additional copies of this proxy statement/prospectus or wish to revoke your decision to household. These options are available to you at any time.

Adjournments

Adjournments may be made from time to time for the purpose of, among other things, soliciting additional proxies. The special meeting may be adjourned from time to time by the affirmative vote of the holders of a majority of the outstanding EEQ shares represented either in person or by proxy at the special meeting, whether or not a quorum exists. When a meeting of EEQ shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting and a new record date need not be fixed if the time and place are announced at the meeting at which the adjournment is taken, unless such adjournment will be for more than 45 days. At the adjourned meeting, EEQ may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given. Proxies submitted by EEQ shareholders for use at the special meeting will be used at any adjournment or postponement of the special meeting. References to the special meeting in this proxy statement/prospectus are to such special meeting as adjourned or postponed.

Attending the Special Meeting

All holders of outstanding EEQ shares as of the close of business on the record date, or their duly appointed proxies, may attend the special meeting. Seating, however, is limited. Admission to the special meeting will be on a first-come, first-served basis. Registration will begin at 9:00 a.m., local time, and seating will begin at 9:30 a.m., local time. Cameras, recording devices and other electronic devices will not be permitted at the special meeting.

Shareholders will be asked to present valid picture identification, such as a driver’s license or passport. Please note that if you hold your EEQ shares in street name, you will also need to bring a copy of the voting instruction card that you receive from your bank, broker, nominee, trust company or other fiduciary in connection with the special meeting or a brokerage statement reflecting your EEQ share ownership as of the close of business on the record date and check in at the registration desk at the special meeting.

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Assistance

If you need assistance in completing your proxy card, have questions regarding the special meeting, or would like additional copies, without charge, of this proxy statement/prospectus, please contact D.F. King & Co., Inc. toll-free at (800) 207-3159 (banks and brokers call collect at (212) 269-5550) or by email at Enbridge@dfking.com.

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PROPOSAL 1: THE EEQ MERGER PROPOSAL

EEQ shareholders are being asked to approve the Merger Agreement. Approval of the EEQ Merger Proposal is a condition to the closing of the Merger. If the EEQ Merger Proposal is not approved, the Merger will not occur. For a detailed discussion of the Merger and the Merger Agreement, see the sections titled “The Merger” beginning on page 58 and “The Merger Agreement” beginning on page 100.

Required Vote

The approval of the EEQ Merger Proposal, including the approval of the Merger Agreement, requires the affirmative vote of the holders of a majority of the outstanding Listed Shares (other than the Excluded Shares) entitled to vote on such matter at a meeting of the holders of Listed Shares.

Vote Recommendation

The Special Committee and the EEQ Board recommend that EEQ shareholders vote “FOR” the approval of the EEQ Merger Proposal.

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PROPOSAL 2: THE WAIVER PROPOSAL

EEQ shareholders are being asked to approve the waiver of Section 9.01(a)(v) of the EEQ LLC Agreement. Under Section 9.01(a)(v) of the EEQ LLC Agreement, EEQ is not, except in certain circumstances, permitted to effect a merger or similar transaction involving EEQ. As a result, approval of the Waiver Proposal is a condition to the closing of the Merger. If the Waiver Proposal is not approved, the Merger will not occur. For a detailed discussion of the terms and conditions of the Merger, see the section titled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 117.

Required Vote

The approval of the Waiver Proposal requires the affirmative vote of the holders of a majority of the outstanding Listed Shares (other than the Excluded Shares) entitled to vote on such matter at a meeting of the holders of Listed Shares.

Vote Recommendation

The Special Committee and the EEQ Board recommends that EEQ shareholders vote “FOR” the approval of the Waiver Proposal.

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PROPOSAL 3: THE EEQ LLC AGREEMENT AMENDMENT PROPOSAL

EEQ shareholders are being asked to approve the EEQ LLC Agreement Amendment Proposal. The EEQ LLC Agreement Amendment contemplates the enfranchisement of the Listed Shares, with each Listed Share entitled to one vote per share, by providing that the holders of the Listed Shares would be entitled to vote with the holders of the Voting Shares as a single class on certain matters, including the election or removal of directors and any further amendments of the EEQ LLC Agreement.

The amendment of the EEQ LLC Agreement, as provided for by the EEQ LLC Agreement Amendment, is a condition to the closing of the Merger. Therefore, if the EEQ LLC Agreement is not amended, the Merger will not occur. For a detailed discussion of the terms and conditions of the Merger, see the section titled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 117.

Required Vote

The approval of the EEQ LLC Agreement Amendment Proposal requires the affirmative vote of the holders of a majority of the outstanding Listed Shares (other than the Excluded Shares) entitled to vote on such matter at a meeting of the holders of Listed Shares.

Vote Recommendation

The Special Committee and the EEQ Board recommend that EEQ shareholders vote “FOR” the approval of the EEQ LLC Agreement Amendment Proposal.

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PROPOSAL 4: THE EEQ ADJOURNMENT PROPOSAL

EEQ shareholders are being asked to approve the adjournment of the special meeting from time to time, if necessary or appropriate, to solicit additional proxies in favor of the above proposals, if there are insufficient votes at the time of such adjournment to approve such proposals. If, at the special meeting, the number of Listed Shares present or represented and voting in favor of the EEQ Merger Proposal, the Waiver Proposal or the EEQ LLC Agreement Amendment Proposal is insufficient to approve the corresponding proposal, EEQ may move to adjourn the special meeting from time to time in order to enable the EEQ Board to solicit additional proxies for approval of such proposals.

Required Vote

Pursuant to the terms of the EEQ LLC Agreement, the special meeting may be adjourned from time to time by the affirmative vote of a majority of the outstanding EEQ shares represented either in person or by proxy at the special meeting, whether or not a quorum exists.

Vote Recommendation

The EEQ Board recommends that EEQ shareholders vote “FOR” the approval of the EEQ Adjournment Proposal.

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PROPOSAL 5: THE EEP MERGER PROPOSAL

EEQ shareholders are being asked to approve the EEP merger agreement. EEQ will vote its i-units in EEP on the EEP Merger Proposal in the same manner that the EEQ shareholders vote their EEQ shares on this proposal.

Because the Merger is contingent upon the EEP merger, a vote against or to abstain from voting on the proposal to approve the EEP merger agreement is indirectly a vote against the Merger Agreement. Please see the complete EEP proxy statement/prospectus attached as Annex D to this proxy statement/prospectus for further detail regarding the EEP merger agreement and this proposal.

Required Vote

Approval of the EEP merger agreement requires the affirmative vote by (1) the holders of at least 66²⁄₃% of the outstanding EEP units (other than the EEP Class F units), and (2) the holders of a majority of the outstanding EEP Class A common units (other than any EEP Class A common units held by Enbridge and its affiliates) and the outstanding EEP i-units (other than EEP i-units voted at the direction of Enbridge and its affiliates), voting together as a single class, in each case entitled to vote on such matter at the EEP special meeting or any adjournment or postponement thereof.

Vote Recommendation

The EEQ Board recommends that EEQ shareholders vote “FOR” the approval of the EEP Merger Proposal.

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PROPOSAL 6: THE EEP ADJOURNMENT PROPOSAL

EEQ shareholders are being asked to approve a proposal that will give the EEQ Board the authority to adjourn the EEP special meeting from time to time, if necessary to solicit additional proxies if there are not sufficient votes to approve the EEP merger agreement at the time of the EEP special meeting. EEQ will vote its i-units in EEP on EEP’s adjournment proposal in the same manner that the EEQ shareholders vote their EEQ shares on this proposal. Please see the complete EEP proxy statement/prospectus attached as Annex D to this proxy statement/prospectus for further detail regarding this proposal.

Required Vote

If submitted to a vote of EEP unitholders, approval of an adjournment of the EEP special meeting from time to time to solicit additional proxies, if there are not sufficient votes to approve the EEP merger agreement at the time of the EEP special meeting, requires (1) if a quorum does not exist, the affirmative vote of the holders of a majority of the outstanding EEP units represented either in person or by proxy at the special meeting or (2) if a quorum does exist, the affirmative vote of 66²⁄₃% of the outstanding EEP units represented either in person or by proxy at the special meeting.

Vote Recommendation

The EEQ Board recommends that EEQ shareholders vote “FOR” the approval of the EEP Adjournment Proposal.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Transaction Structure

The Merger Agreement provides that, upon the terms and conditions in the Merger Agreement, and in accordance with the EEQ LLC Agreement, the Delaware Limited Liability Company Act (“DLLCA”), at the Effective Time of the Merger, Merger Sub will be merged with and into EEQ, with EEQ being the surviving entity of the Merger and a wholly owned subsidiary of Enbridge.

Merger Consideration

At the Effective Time, by virtue of the Merger and without any action on the part of the parties or any holder of EEQ securities, each Listed Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive Enbridge common shares in exchange for such holder’s Listed Shares at the Exchange Ratio.

If the Exchange Ratio would result in an EEQ shareholder being entitled to receive, after aggregating all fractional shares to which such holder would otherwise be entitled to receive in connection with the Merger and rounding to three decimal places, a fraction of an Enbridge common share, such holder will receive a cash payment (without interest, rounded down to the nearest cent) in lieu of such fractional Enbridge common share in an amount equal to the product obtained by multiplying (1) the amount of the fractional share interest in an Enbridge common share to which such holder would be entitled and (2) an amount equal to the average of the volume-weighted average price per share of Enbridge common shares on the NYSE (as reported by Bloomberg L.P., or, if not reported therein, in another authoritative source mutually selected by Enbridge and EEQ) on the trading day immediately prior to the Effective Time for ten trading days ending on the fifth full business day immediately prior to the Closing Date.

Background of the Merger

The Enbridge Board and senior management of Enbridge, with the assistance of Enbridge’s financial and legal advisors, from time to time review and consider various potential strategic opportunities and alternatives in light of industry, regulatory and economic trends and developments. As part of such review, Enbridge has evaluated potential transactions, including various transactions with respect to its sponsored vehicles, to advance its strategic objective of streamlining Enbridge’s business to create value for Enbridge’s and its sponsored vehicles’ security holders.

On September 6, 2016, Enbridge and Spectra Energy announced that they had entered into a definitive merger agreement under which Enbridge and Spectra Energy would combine in a stock-for-stock merger transaction. In connection therewith, Enbridge began to conduct an internal review with the objective of improving EEP’s financial position and future outlook.

On January 27, 2017, in connection with their quarterly business updates, Enbridge and EEP announced that the strategic review of EEP was ongoing, and EEP was considering (a) the sustainability of EEP’s current level of distributions to unitholders, (b) further cost efficiency measures, (c) the potential extension of existing supportive actions by Enbridge with respect to EEP, (d) the sale of a portion or all of its remaining interests in the natural gas gathering and processing assets, including to Enbridge, and (e) potential further restructuring of the general partner incentive distribution rights.

On February 27, 2017, Enbridge and Spectra Energy completed their previously announced combination.

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On April 28, 2017, EEP announced that its strategic review had concluded, and it had taken several actions to strengthen EEP’s financial position and outlook, including modifying EEP’s capital structure, including its incentive distribution mechanism, and reducing quarterly distributions from US$0.583 per unit to US$0.350 per unit.

Following the conclusion of the strategic review of EEP, Enbridge continued throughout 2017 to evaluate and consider various potential strategic opportunities and alternatives, including with respect to EEP and its other sponsored vehicles.

On November 2, 2017, Enbridge filed with the SEC Amendment No. 4 to the Schedule 13D, filed by Enbridge and certain of its affiliates with the SEC on December 4, 2008 with respect to its investment in EEP (the “EEP Schedule 13D”). Enbridge disclosed in Amendment No. 4 to the EEP Schedule 13D that, as part of its ongoing evaluation of its investment in EEP, and alternatives to that investment, including a potential consolidation, acquisition or sale of assets or EEP units, or changes to EEP’s capital structure, Enbridge may, from time to time, formulate plans or proposals with respect to such matters and hold discussions with or make formal proposals to the EEQ Board, in its capacity as the board of directors of the delegate of the General Partner, other holders of EEP units or other third parties regarding such matters. Also on November 2, 2017, Enbridge filed with the SEC Amendment No. 2 to the Schedule 13D, filed by Enbridge and certain of its affiliates with the SEC on October 28, 2002 with respect to its investment in EEQ (the “EEQ Schedule 13D”). Enbridge disclosed in Amendment No. 2 to the EEQ Schedule 13D that, as part of its ongoing evaluation of its investment in EEQ, and alternatives to that investment, including a potential consolidation, acquisition or sale of assets or Listed Shares, or changes to EEQ’s capital structure, Enbridge may, from time to time, formulate plans or proposals with respect to such matters and hold discussions with or make formal proposals to the EEQ Board, in its capacity as the board of directors of EEQ, other holders of Listed Shares or other third parties regarding such matters.

On November 29, 2017, Enbridge announced the finalization of its strategic plan and financial outlook for 2018 through 2020, including Enbridge’s key objectives of growing organically, minimizing risk and streamlining Enbridge’s business.

On December 22, 2017, the United States implemented U.S. tax reform. The Tax Cuts and Jobs Act (“TCJA”) was signed into law and became enacted for tax purposes. Substantially all of the provisions of the TCJA are effective for taxation years beginning after December 31, 2017. The most significant change included in the TCJA was a reduction in the corporate federal income tax rate from 35% to 21%. This tax rate change caused EEP to reduce the income tax allowance component of the tolls in its Federal Energy Regulatory Commission (the “FERC”) regulated cost-of-service based Facility Surcharge Mechanism projects.

On February 15, 2018, EEP announced in connection with its quarterly business update that the total annual impact to EEP of U.S. tax reform was expected to be a US$55 million per year reduction to distributable cash flow, net of noncontrolling interests.

On March 15, 2018, the FERC revised a long-standing policy, announcing in a revised policy statement that it would no longer permit entities organized as master limited partnerships (“MLPs”) to recover an income tax allowance for interstate pipeline assets with cost-of-service rates. The FERC also, among other things, issued a notice seeking comment on how the FERC should address changes related to accumulated deferred income taxes (“ADIT”) (collectively, with the revised policy statement, the “March FERC Announcement”). The trading price of Enbridge’s, EEP’s and EEQ’s publicly-traded securities reacted negatively to the March FERC Announcement, including (a) Enbridge common shares closing 4.9% lower the day of the March FERC Announcement and 4.8% lower three weeks after the day of the March FERC Announcement, (b) the EEP Class A common units closing 17.3% lower the day of the March FERC Announcement and 23.7% lower three weeks after the day of the March FERC Announcement and (c) the Listed Shares closing 15.6% lower the day of the March FERC Announcement and 23.2% lower three weeks after the day of the March FERC Announcement,

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in each case, compared to their respective closing prices on the NYSE on the trading day immediately preceding the date of the March FERC Announcement.

On March 16, 2018, Enbridge announced that it was continuing to assess options to mitigate the effects of the March FERC Announcement on Enbridge’s sponsored vehicles, including through the acquisition of all of Enbridge’s sponsored vehicles by Enbridge, but that Enbridge did not expect a material impact to its previously disclosed 2018-2020 consolidated financial guidance as a result of the March FERC Announcement.

Also on March 16, 2018, EEP announced that, based on its preliminary assessment of the March FERC Announcement, the financial impact to EEP for 2018 was expected to be an approximate US$100 million reduction in revenues and US$60 million reduction to distributable cash flow, net of noncontrolling interests.

On April 24, 2018, the Enbridge Board held a telephonic meeting to discuss the financial effects of the March FERC Announcement on Enbridge, its sponsored vehicles, and the MLP market more broadly, as well as options with respect to minimizing those effects. Enbridge management highlighted the negative impact of the March FERC Announcement and the decline in the effectiveness of the MLP business model and recommended acceleration of Enbridge’s review of a potential corporate simplification.

Throughout April and May 2018, Enbridge management also developed updated projections for its sponsored vehicles, including extended five-year projections through 2022, in light of the March FERC Announcement and in connection with Enbridge’s review of a potential corporate simplification.

On May 9, 2018, in connection with its quarterly business update, EEP announced that the financial impact to EEP for 2018 from the combination of U.S. tax reform and the March FERC Announcement was expected to be a US$125 million reduction to distributable cash flow, net of noncontrolling interests, and exclusive of a payback of ADIT, and that EEP was continuing to evaluate options to mitigate the negative impact of the March FERC Announcement as previously announced.

On May 10, 2018, Enbridge released its quarterly report for the quarter ended March 31, 2018, which stated, among other things, that the March FERC Announcement was adversely affecting MLPs generally, including EEP, due to both the direct consequences of the changes in FERC policy and the possible negative impact on the longer-term availability of capital on attractive terms to EEP.

On May 16, 2018, the Enbridge Board held a telephonic meeting, which was also attended by representatives of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofAML”) and Scotia Capital Inc., financial advisors to Enbridge, and Sullivan & Cromwell LLP (“S&C”) and McCarthy Tétrault LLP, legal advisors to Enbridge, to discuss Enbridge management’s conclusions and recommendations following completion of their review of a potential corporate simplification. Enbridge management noted that the unit and share prices of Enbridge’s sponsored vehicles, including EEP, weakened significantly following the March FERC Announcement, making them an ineffective source of capital for Enbridge, relative to alternative equity sources. Enbridge management also discussed potential alternatives to a buy-in of all of Enbridge’s sponsored vehicles, including maintaining Enbridge’s existing corporate structure or converting the sponsored vehicles into C-corporations for tax purposes but maintaining them as public vehicles. Following a discussion by the Enbridge Board of the potential risks and benefits of a buy-in of Enbridge’s sponsored vehicles and the viability of various alternatives, the Enbridge Board authorized Enbridge management to make an offer to each of its sponsored vehicles to acquire the outstanding public equity securities of the sponsored vehicles through separate combination transactions.

On May 17, 2018, representatives of Enbridge delivered a proposal (the “EEP Initial Proposal”) to the EEQ Board, in its capacity as the board of directors of the delegate of the General Partner, to acquire all of the outstanding EEP Class A common units not already owned by Enbridge and its affiliates through a merger between EEP and Winter Acquisition Sub II, LLC, at an exchange ratio of 0.3083 Enbridge common shares for

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each issued and outstanding publicly held EEP Class A common unit. On the same day, representatives of Enbridge delivered a separate proposal (the “EEQ Initial Proposal”) to the EEQ Board, in its capacity as the board of directors of EEQ, to acquire all of the outstanding Listed Shares not already owned by Enbridge and its affiliates through a merger between EEQ and Merger Sub, at an exchange ratio of 0.2887 Enbridge common shares for each issued and outstanding publicly held Listed Share. Also on the same day, representatives of Enbridge delivered proposals to each of SEP and ENF to acquire the outstanding publicly-traded equity securities of those sponsored vehicles, at exchange ratios of (a) 1.0123 Enbridge common shares for each issued and outstanding publicly held common unit of SEP, and (b) 0.7029 Enbridge common shares for each issued and outstanding publicly held common share of ENF.

On May 17, 2018, immediately following the delivery of the EEP Initial Proposal, EEQ Initial Proposal and the proposals with respect to SEP and ENF, Enbridge publicly announced that it had made such proposals and that Enbridge believed that both the direct consequences of the March FERC Announcement, as well as the adverse market effects following such announcement, weakened EEP and EEQ’s credit profile and made them ineffective and unreliable standalone financing vehicles to support Enbridge’s growth. Enbridge further announced that it believed that, on a standalone basis, EEP would face the cessation of distribution growth and potential reductions in cash distribution to unitholders as early as 2019. On the same day, Enbridge also amended its Schedule 13Ds with respect to its investments in SEP, EEP and EEQ.

On May 17, 2018, the EEQ Board held a telephonic meeting to discuss the offer received from Enbridge. Following that discussion, the EEQ Board, in its capacity as the board of directors of the delegate of the General Partner, formally constituted a special committee of the EEQ Board (the “EEP Special Committee” and together with the Special Committee, the “EEP/EEQ Special Committees”) and appointed Messrs. Connelly (Chair), Waldheim and Westbrook to serve on the EEP Special Committee. The EEQ Board, in its capacity as the board of directors of the delegate of the General Partner, authorized the EEP Special Committee to (a) review, evaluate, consider and negotiate the proposed acquisition by Enbridge, through a wholly owned subsidiary, of all of the EEP Class A common units that are not already owned by Enbridge and its affiliates (including the amount and form of consideration to be paid in connection therewith), (b) consider alternatives to such proposed transaction, if any, (c) approve or disapprove, as the case may be, such proposed transaction and the agreements related thereto, (d) make such recommendations to the EEQ Board as it deems appropriate, including whether or not the EEQ Board should approve such proposed transaction and the agreements related thereto, (e) make all determinations and take all actions with respect to such proposed transaction and the agreements related thereto as may be authorized and contemplated thereby, and (f) do all things that may, in the judgment of the Special Committee, be deemed necessary, appropriate or advisable to assist the EEQ Board in carrying out its responsibilities with respect to such proposed transaction.

Also on May 17, 2018, the EEQ Board, in its capacity as the board of directors of EEQ, also formally constituted the Special Committee and appointed Messrs. Connelly (Chair), Waldheim and Westbrook to the Special Committee. The EEQ Board, in its capacity as the board of directors of EEQ, authorized the Special Committee to (a) review, evaluate, consider and negotiate the proposed acquisition by Enbridge, through a wholly owned subsidiary, of all of the Listed Shares that are not already owned by Enbridge and its affiliates (including the amount and form of consideration to be paid in connection therewith), (b) consider alternatives to such proposed transaction, if any, (c) approve or disapprove, as the case may be, such proposed transaction and the agreements related thereto, (d) make such recommendations to the EEQ Board as it deems appropriate, including whether or not the EEQ Board should approve such proposed transaction, (e) make all determinations and take all actions with respect to such proposed transaction and the agreements related thereto as may be authorized and contemplated thereby, and (f) do all things that may, in the judgment of the Special Committee, be deemed necessary, appropriate or advisable to assist the EEQ Board in carrying out its responsibilities with respect to such proposed transaction. In establishing the EEP/EEQ Special Committees, the EEQ Board considered, among other things, that Mr. Connelly’s son was employed by Midcoast Operating, L.P. (“Midcoast”), which at the time was a subsidiary of Enbridge. Enbridge had previously announced on May 9, 2018, that it had entered into a definitive agreement to sell Midcoast and its subsidiaries, and such

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transaction was completed on August 1, 2018. The EEQ Board also took into consideration that Messrs. Connelly and Westbrook had previously served on the special committee of the EEQ Board that (in EEQ’s capacity as the delegate of the General Partner) reviewed and recommended the 2015 Transaction (the “2015 Special Committee”) and are named as defendants in the Derivative Action.

Throughout the process of considering the EEP Initial Proposal and the EEQ Initial Proposal, EEP and EEQ received communications from their respective unitholders and shareholders, which communications were provided to the EEP/EEQ Special Committees and their legal and respective financial advisors and considered by the EEP/EEQ Special Committees as part of the review process.

On May 17, 2018, Mr. Connelly contacted representatives of Bracewell regarding the potential engagement of Bracewell as legal advisor to the EEP/EEQ Special Committees. In connection with engaging Bracewell, the EEP/EEQ Special Committees considered, among other things, that Bracewell served as legal counsel to the 2015 Special Committee. An engagement letter dated May 17, 2018, detailing the terms of Bracewell’s engagement as legal advisor to the EEP Special Committee, was subsequently executed and an engagement letter dated May 17, 2018, detailing the terms of Bracewell’s engagement as legal advisor to the Special Committee, was subsequently executed.

Between May 17, 2018 and May 31, 2018, the EEP/EEQ Special Committees and Bracewell held discussions concerning whether the EEP Special Committee and the Special Committee should retain a single financial advisor for both committees or separate financial advisors for each committee. The EEP/EEQ Special Committees determined to retain separate financial advisors for each committee. On May 17, 2018, Mr. Connelly and representatives of Evercore Group L.L.C. (“Evercore”) discussed the potential engagement of Evercore as financial advisor to the EEP Special Committee. On May 17, 2018, Mr. Waldheim and representatives of Goldman Sachs discussed the potential engagement of Goldman Sachs as financial advisor to the Special Committee. Mr. Connelly also contacted representatives of a second investment bank regarding the potential engagement of such investment bank as financial advisor to the Special Committee.

On May 18, 2018, EEP and EEQ each issued a press release announcing the receipt of the EEP Initial Proposal and EEQ Initial Proposal, respectively, from Enbridge, and that the EEQ Board had established the EEP/EEQ Special Committees to review and consider such proposals.

On May 31, 2018, the EEP Special Committee held a meeting in person at the offices of Bracewell in Houston, Texas, with representatives of Bracewell and Evercore. Representatives of Bracewell provided an overview of the proposed Merger and the legal framework that governs the EEP Special Committee’s review, and representatives of Evercore provided an overview of the proposed Merger structure, process and timing. On June 4, 2018, Evercore delivered a disclosure letter regarding its relationships with Enbridge and its affiliates to the Special Committee and Bracewell. An engagement letter dated June 4, 2018, detailing the terms of Evercore’s engagement, was subsequently executed.

Also on May 31, 2018, the Special Committee held a meeting in person at the offices of Bracewell in Houston, Texas, with representatives of Bracewell. At such meeting, the Special Committee conducted interviews with two investment banks regarding their potential service as financial advisor to the Special Committee. Following such interviews, the Special Committee determined to retain Goldman Sachs as financial advisor to the Special Committee. On June 5, 2018, Goldman Sachs delivered an executed disclosure letter regarding certain of its relationships with Enbridge, EEP, ENF and SEP to the Special Committee and Bracewell. An engagement letter dated June 18, 2018, detailing the terms of Goldman Sachs’ engagement, was subsequently executed.

On June 3, 2018, the directors of the EEQ Board, in its capacity as the board of directors of the delegate of the General Partner, determined that (a) each member of the EEP Special Committee would receive a special retainer fee of US$40,000, plus US$1,500 for each related meeting of the EEP Special Committee (or

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subcommittee thereof) and an additional US$1,500 for any required travel to Houston, Texas for an in-person meeting, and (b) the Chair of the EEP Special Committee would receive an additional retainer fee of US$40,000. In the event that the EEP Merger is consummated, each member of the EEP Special Committee would receive an additional hourly fee of US$500 for any time spent in connection with any litigation arising out of their service on the EEP Special Committee. Also on June 3, 2018, the directors of the EEQ Board, in its capacity as the board of directors of EEQ, determined that (a) each member of the Special Committee would receive a special retainer fee of US$40,000, plus US$1,500 for each related meeting of the Special Committee (or subcommittee thereof) and an additional US$1,500 for any required travel to Houston, Texas for an in-person meeting, and (b) the Chair of the Special Committee would receive an additional retainer fee of US$40,000. In the event that the Merger is consummated, each member of the Special Committee would receive an additional hourly fee of US$500 for any time spent in connection with any litigation arising out of their service on the Special Committee.

On June 4, 2018, representatives of Bracewell held discussions with representatives of Friedlander & Gorris, P.A. (“Friedlander & Gorris”), counsel to the plaintiffs in the Derivative Action, concerning a possible meeting with the EEP/EEQ Special Committees and plaintiff’s counsel in the Derivative Action.

On June 5, 2018, members of Enbridge management, along with representatives of BofAML, S&C and Enbridge’s tax advisors, conducted an in-person presentation to the EEP/EEQ Special Committees at a joint meeting thereof, held at the offices of Enbridge in Houston, Texas. Representatives of Bracewell, Evercore and Goldman Sachs also were present during the meeting. During the meeting, representatives of Enbridge management explained to the EEP/EEQ Special Committees and their respective advisors the background to and strategic rationale for the proposed EEP merger, including, among other things, the decreasing fund flows and equity capital available to MLPs, industry trending toward simplification transactions and streamlined structures and the increasing focus on “self-funding” business models, the proposed Merger and the Other Merger Transactions, and Enbridge management’s five-year projections for Enbridge on a standalone basis and pro forma, taking into account the proposed EEP merger, the proposed Merger and the Other Merger Transactions, and standalone projections for EEP.

Also on June 5, 2018, after completion of the presentation from Enbridge management, the members of the EEP/EEQ Special Committees held a joint meeting with their respective advisors, including representatives of Bracewell, Evercore and Goldman Sachs, to discuss their initial impressions of the EEP Initial Proposal and the EEQ Initial Proposal and the process for evaluating the transactions. Also at the meeting, representatives of Bracewell advised the EEP/EEQ Special Committees that Friedlander & Gorris had requested a meeting with the EEP/EEQ Special Committees concerning the Derivative Action. Also at the meeting, each of the EEP Special Committee and the Special Committee determined to engage MNAT as special Delaware counsel to assist with its review of the EEP Initial Proposal and the EEQ Initial Proposal, respectively. In connection with engaging MNAT, the EEP/EEQ Special Committees considered, among other things, that MNAT is serving as legal counsel to certain defendants in the Derivative Action, including Messrs. Connelly and Westbrook. An engagement letter dated June 25, 2018, detailing the terms of MNAT’s engagement as legal advisor to the EEP Special Committee, was subsequently executed, and an engagement letter dated June 25, 2018, detailing the terms of MNAT’s engagement as legal advisor to the Special Committee, was subsequently executed.

On June 12, 2018, the EEP/EEQ Special Committees held a joint telephonic meeting with representatives of Bracewell and MNAT. During the meeting, the EEP/EEQ Special Committees discussed and considered the current structure of the two committees and their respective advisors. They considered, in particular, whether the two committees should be comprised of different individuals and whether the two committees should have separate and non-overlapping legal and financial advisors. Representatives of Bracewell and MNAT provided an overview of the provisions in the EEP Partnership Agreement and the EEQ LLC Agreement relating to the EEP/EEQ Special Committees’ respective roles in reviewing the transactions, and the many considerations relating to the structure of the two committees including, among other considerations, that (a) the proposed EEP merger and the proposed Merger would be negotiated simultaneously but that EEP and EEQ were each negotiating with Enbridge and not with one another, (b) the proposed Merger was conditioned upon the consummation of the

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proposed EEP merger, (c) the standards governing the approval of related-party transactions are substantially the same for both EEP and EEQ, and that each of the EEP Partnership Agreement and the EEQ LLC Agreement provide that the fair and reasonable nature of a transaction shall be considered in the context of all similar or related transactions and (d) Messrs. Connelly, Waldheim and Westbrook owned EEP Class A common units and did not own Listed Shares. Also during the meeting, the EEP/EEQ Special Committees, together with their legal advisors, discussed certain challenges and considerations in evaluating the proposed EEP merger and the proposed Merger, respectively, including, among other things, the taxable nature of the proposed EEP merger to EEP unitholders, combined with the fact that the merger consideration consisted of Enbridge common shares, and the fact that the U.S. federal tax consequences of the proposed EEP merger would vary among EEP unitholders depending upon, among other things, the EEP unitholders’ individual tax characteristics and how long they had owned the EEP Class A common units. During the meeting and in light of the factors discussed with Bracewell and MNAT, Messrs. Connelly, Waldheim and Westbrook determined that each of the EEP Special Committee and the Special Committee would continue to be comprised of the same persons and be represented by a single set of legal advisors and separate financial advisors, as was currently the arrangement.

On June 13, 2018, representatives of Bracewell and MNAT held discussions with representatives of Friedlander & Gorris concerning a possible meeting with the EEP/EEQ Special Committees and plaintiff’s counsel in the Derivative Action.

On June 13, 2018, Enbridge opened an electronic data room to provide materials responsive to due diligence requests made by the EEP/EEQ Special Committees and their legal and respective financial advisors. From June 13, 2018, until the execution of the EEP merger agreement and the Merger Agreement, the EEP/EEQ Special Committees and their respective advisors conducted due diligence on Enbridge, EEP and EEQ, including through the review of materials made available in the data room and conference calls between representatives of the EEP/EEQ Special Committees and their respective advisors and representatives of Enbridge.

During the week of June 18, 2018, representatives of the EEP/EEQ Special Committees provided Enbridge initial due diligence requests with respect to certain legal and financial information of Enbridge.

On June 27, 2018, the EEP Special Committee held a telephonic meeting with representatives of Bracewell and Evercore. During the meeting, representatives of Evercore presented a preliminary analysis to the EEP Special Committee of the financial terms of the proposed EEP merger based on the financial projections received from EEP and Enbridge management (the “Management Projections”). Also during the meeting, representatives of Bracewell provided the EEP Special Committee with an overview of communications received from EEP unitholders and EEQ shareholders and a summary of the March FERC Announcement.

On June 28, 2018, the Minnesota Public Utilities Commission approved the issuance of a Certificate of Need and pipeline route for construction of Enbridge’s United States Line 3 Replacement Program in Minnesota (the “Line 3 Approval”). The Enbridge common shares closed 4.5% percent higher the day of the Line 3 Approval and 10.8% percent higher one week after the day of the Line 3 Approval, the EEP Class A common units closed 3.7% higher the day of the Line 3 Approval and 8.6% higher one week after the day of the Line 3 Approval, and the Listed Shares closed 2.5% higher the day of the Line 3 Approval and 8.9% higher one week after the day of the Line 3 Approval, in each case, compared to their respective closing prices on the NYSE on the trading day immediately preceding the date of the Line 3 Approval.

On June 28, 2018, the Special Committee held a telephonic meeting with representatives of Bracewell, MNAT and Goldman Sachs. During the meeting, representatives of Goldman Sachs discussed with the Special Committee Goldman Sachs’ preliminary, illustrative financial analysis of the proposed Merger. At the end of the meeting, after discussing Goldman Sachs’ presentation, the Special Committee engaged its advisors in a discussion of negotiating strategy including, among other things, whether to value the Listed Shares and the EEP Class A common units at parity for purposes of negotiation and whether to submit a joint responsive proposal to Enbridge for both the proposed Merger and the proposed EEP merger instead of separate responsive proposals,

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and the committee agreed to defer consideration of any potential counterproposal until after Goldman Sachs had received certain additional financial and other information from EEP and Enbridge and until after such time as the Special Committee had the opportunity to further consider the Derivative Action. Also during the meeting, representatives of Bracewell provided an overview of legal considerations relating to the proposed Merger, including, among other things, issues relating to the March FERC Announcement and a summary of purchase rights held by Enbridge and certain of its affiliates under the EEQ LLC Agreement and its legal advisors’ views on whether any of those purchase rights were implicated by the proposed Merger or the proposed EEP merger.

On July 6, 2018, representatives of S&C provided representatives of Bracewell with (a) an initial draft of the EEP merger agreement and (b) an initial draft of the Merger Agreement. The key economic terms of the initial draft merger agreements were consistent with the EEP Initial Proposal and the EEQ Initial Proposal, respectively.

On July 10, 2018, the Special Committee held a telephonic meeting with representatives of Bracewell, MNAT and Goldman Sachs. During the meeting, representatives of Goldman Sachs discussed with the Special Committee Goldman Sachs’ preliminary, illustrative financial analysis of the proposed Merger.

On July 11, 2018, the EEP Special Committee held a telephonic meeting with representatives of Bracewell, MNAT and Evercore. During the meeting, representatives of Evercore presented the EEP Special Committee with a preliminary analysis of the financial terms of the proposed EEP merger. The EEP Special Committee also discussed the fact that representatives of BofAML had advised Evercore prior to the meeting that Enbridge was unwilling to convert EEP into a C-corporation for tax purposes. Following the presentation, the EEP Special Committee and its advisors engaged in a discussion regarding Evercore’s presentation and the EEP Special Committee’s strategy for developing a potential responsive proposal to Enbridge including, among other things, whether to value the EEP Class A common units and the Listed Shares at parity for purposes of negotiation and whether to submit a joint responsive proposal for each of the proposed Merger and the proposed EEP merger, and the committee determined to prepare a joint responsive proposal to Enbridge in respect of both the proposed EEP merger and the proposed Merger and agreed to defer consideration of any potential counter proposal until after its advisors could complete additional diligence and until after such time as the EEP Special Committee had the opportunity to further consider the Derivative Action. The EEP Special Committee further determined to convene a joint meeting of the EEP/EEQ Special Committees and their respective advisors once the additional diligence had been completed. Also during the meeting, representatives of Bracewell provided an analysis of the potential U.S. federal tax impact of the proposed EEP merger utilizing information obtained from Enbridge management. Following discussion, the EEP Special Committee directed Evercore to request additional financial information with respect to tax matters from Enbridge management.

On July 13, 2018, the EEP/EEQ Special Committees held a joint meeting in person at the offices of Bracewell in Houston, Texas, with representatives of Bracewell, Evercore and Goldman Sachs. The purpose of the meeting was to evaluate information relating to the Derivative Action. The EEP Special Committee, the Special Committee, Bracewell, Evercore and Goldman Sachs were joined by representatives of the following organizations at different times and in separate meetings: (a) Brager, Eagel & Squire P.C. and Friedlander & Gorris, counsel to the plaintiffs in the Derivative Action, and (b) Paul Hastings LLP and MNAT (telephonically), counsel to certain defendants in the Derivative Action, including Messrs. Connelly and Westbrook. The EEP/EEQ Special Committees had requested the representatives’ views on the Derivative Action in order to review, evaluate and consider the Derivative Action and to determine the value in connection with its review of the proposed EEP merger and the proposed Merger, respectively. During the meeting with representatives of Brager, Eagel & Squire P.C. and Friedlander & Gorris, the representatives shared and discussed their views on the Derivative Action and estimated that damages in the Derivative Action were US$743.8 million plus interest of approximately US$186.0 million. Representatives of Brager, Eagel & Squire P.C. and Friedlander & Gorris also advised the EEP/EEQ Special Committees that they would be open to engaging in a mediation process with Enbridge with the objective of settling the Derivative Action. During the meeting with representatives of Paul Hastings LLP and MNAT, the representatives of Paul Hastings LLP shared and discussed their views on the Derivative Action.

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On July 13, 2018, the Derivative Action Plaintiff filed the Fourth Amended Complaint with respect to the Derivative Action with the Delaware Chancery Court, bringing derivative claims on behalf of EEP against the General Partner and EEQ, and bringing direct claims on behalf of the unitholders of EEP against the General Partner and Enbridge (the “Direct Claims”), among others, and alleging total damages in “an amount exceeding US$500 million” based in part upon the impact on such EEP unitholders of the special tax allocation which had been approved as part of the 2015 Transaction. The Derivative Action Plaintiff also contended that such special tax allocation unfairly reallocated tax obligations to public unitholders of EEP on more than US$880 million in EEP income.

On July 13, 2018 and July 16, 2018, representatives of Bracewell held telephonic meetings with representatives of S&C, in its capacity as counsel to Enbridge in the Derivative Action, to discuss certain matters related to the Derivative Action. During the meeting on July 16, 2018, representatives of S&C advised representatives of Bracewell that Enbridge was not prepared at that time to participate in the mediation process proposed by Brager, Eagel & Squire P.C. and Friedlander & Gorris.

On July 16, 2018, the Special Committee held a telephonic meeting with representatives of Bracewell, MNAT and Goldman Sachs. During the meeting, representatives of Goldman Sachs discussed with the Special Committee Goldman Sachs’ preliminary, illustrative financial analysis of the proposed Merger. Representatives of Bracewell then presented a summary of considerations that had been raised during prior meetings of each of the EEP Special Committee and the Special Committee regarding whether any responsive proposal to Enbridge in respect of each of the proposed transactions should value the Listed Shares and the EEP Class A common units at parity for purposes of negotiation and outlining certain related considerations, including that the EEP Class A common units and the Listed Shares each have historically traded at a premium and a discount relative to the other security at a given time.

On July 18, 2018, the EEP Special Committee held a telephonic meeting with representatives of Bracewell, MNAT and Evercore. During the meeting, representatives of Evercore presented the EEP Special Committee with a preliminary analysis of the financial terms of the proposed EEP merger. Representatives of Bracewell further discussed considerations relating to EEP’s contractual obligations with respect to its tariffs that establish the rates, terms and conditions under which each system provides service to its customers.

On July 18, 2018, after markets closed, the FERC issued a further order (the “July FERC Announcement”) that (a) dismissed all requests for rehearing of the March FERC Announcement and explained that the March FERC Announcement did not establish a binding rule, but was instead an expression of general policy that the FERC intended to follow in the future, and (b) provided guidance that if an MLP or other tax pass-through pipeline eliminates its income tax allowance from its cost of service pursuant to the March FERC Announcement, then ADIT will similarly be removed from its cost of service and MLP pipelines may also eliminate previously-accumulated sums in ADIT instead of flowing ADIT balances back to ratepayers. Enbridge common shares closed 3.0% higher the day after the July FERC Announcement, the EEP Class A common units closed 7.0% higher the day after the July FERC Announcement, and the Listed Shares closed 4.5% higher the day after the July FERC Announcement, in each case, compared to their respective closing prices on the NYSE on the date of the July FERC Announcement.

On July 20, 2018, the EEP/EEQ Special Committees each engaged Morris James as special Delaware counsel to assist with their review of the Derivative Action. In deciding to retain Morris James the EEP/EEQ Special Committees took into consideration, among other things, that (a) Morris James did not represent the 2015 Special Committee and was not involved in the Derivative Action, (b) Bracewell represented the 2015 Special Committee and (c) MNAT represents Messrs. Connelly and Westbrook in the Derivative Action. An engagement letter dated July 20, 2018, detailing the terms of Morris James’ engagements as legal advisor to each of the EEP Special Committee and the Special Committee was subsequently executed.

On July 21, 2018, representatives of Bracewell held a telephonic meeting with representatives of S&C, in its capacity as counsel to Enbridge in the Derivative Action, to discuss certain matters related to the Derivative Action.

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On July 23, 2018, the EEP/EEQ Special Committees held a joint telephonic meeting with representatives of Bracewell and Morris James. At that meeting, the EEP/EEQ Special Committees discussed the process for reviewing and evaluating the Derivative Action as part of the EEP Special Committee’s review of the EEP Initial Proposal and the Special Committee’s review of the EEQ Initial Proposal. Following discussion at the meeting, each of the EEP Special Committee and the Special Committee adopted resolutions forming a sub-committee (the “Derivative Action Subcommittee”) of each committee and in each case comprised solely of Mr. Waldheim, who is not party to the Derivative Action, in order to review, evaluate and consider the Derivative Action and to determine the value, if any, of the Derivative Claims and materiality thereof and to make such recommendations to the EEP/EEQ Special Committees, in its capacity as a subcommittee of each such committee, as it deems appropriate. Mr. Waldheim did not evaluate the value of the Direct Claims in the Derivative Action. In considering whether to form the Derivative Action Subcommittee, the EEP/EEQ Special Committees took into consideration, among other things, that (a) Mr. Waldheim did not serve on the 2015 Special Committee and was not a defendant in the Derivative Action and (b) Messrs. Connelly and Westbrook are named as defendants in the Derivative Action.

On July 25, 2018, representatives of Bracewell met with representatives of Friedlander & Gorris in person at the offices of Bracewell in Houston, Texas, to discuss certain matters related to the Derivative Action. Representatives of Morris James joined the meeting by telephone.

On July 25, 2018, representatives of BofAML provided representatives of Evercore and Goldman Sachs with updated management projections, taking into account the July FERC Announcement, for EEP on a standalone basis, and on July 27, 2018, representatives of BofAML provided representatives of Evercore and Goldman Sachs with updated management projections, taking into account the July FERC Announcement, for Enbridge on a standalone basis and pro forma, taking into account various scenarios with respect to the buy-ins of EEP, EEQ, SEP and ENF (the “Revised Management Projections”).

Also on July 25, 2018 and August 1, 2018, at the direction of the EEP Special Committee, Evercore provided certain illustrative financial analysis of the 2015 Transaction, as of the date of the 2015 Transaction, to the Derivative Action Subcommittee for use in its analysis of the Derivative Claims.

On July 26, 2018, the EEP/EEQ Special Committees held a meeting in person at the offices of Bracewell in Houston, Texas, with representatives of Bracewell, Evercore and Goldman Sachs. Representatives of MNAT joined by telephone. At that meeting, representatives of Evercore and Goldman Sachs reviewed with the EEP/EEQ Special Committees a draft letter to Enbridge prepared by Evercore and Goldman Sachs at the request of the EEP Special Committee and the Special Committee, respectively, as a potential response by each of the EEP Special Committee and the Special Committee to the EEP Initial Proposal and the EEQ Initial Proposal, respectively. The Evercore and Goldman Sachs representatives explained to the EEP Special Committee and the Special Committee, respectively, that the FERC’s guidance regarding ADIT had prompted EEP and Enbridge management to prepare and deliver to the financial advisors the Revised Management Projections, and then the representatives provided the EEP/EEQ Special Committees a high-level overview of the key changes in the Revised Management Projections relative to the Management Projections. The Evercore and Goldman Sachs representatives and the EEP Special Committee and the Special Committee, respectively, then discussed various arguments to support negotiating for a higher exchange ratio in each of the proposed EEP merger and the proposed Merger. The Special Committee and the representatives of Goldman Sachs then discussed arguments to support negotiating for an exchange ratio in the proposed Merger equal to the exchange ratio in the proposed EEP merger. Also at the meeting, representatives of Bracewell explained that representatives of Friedlander & Gorris had met with representatives of Bracewell and Morris James on July 25, 2018, and that representatives of Bracewell had also met with representatives of S&C, in its capacity as counsel to Enbridge in the Derivative Action, on July 21, 2018, in each case to discuss certain matters related to the Derivative Action. Representatives of Bracewell then discussed potential additional conditions that the EEP/EEQ Special Committees could request in connection with the proposed transactions, including (a) that the EEP Special Committee could request the approval of the EEP merger agreement by the holders of a majority of the outstanding EEP Class A common

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units (other than EEP Class A common units held by Enbridge and its affiliates) and the outstanding i-units of EEP (other than i-units of EEP voted at the direction of Enbridge and its affiliates), entitled to vote on such matter at the EEP special meeting or any adjournment or postponement thereof, voting together as a single class (the “Majority of the Minority Vote”) and (b) that the Special Committee could request the proposed EEP merger be conditioned upon the consummation of the proposed Merger. Representatives of Bracewell further explained to the EEP/EEQ Special Committees that, if the proposed EEP merger is not conditioned upon the consummation of the proposed Merger, there would be a risk that if the proposed EEP merger is consummated but the proposed Merger is not consummated, the sole asset of EEQ would be interests in an entity that is no longer publicly traded.

On July 30, 2018, representatives of Friedlander & Gorris sent representatives of Bracewell a memorandum concerning the Derivative Action, who then distributed such memorandum to the Derivative Action Subcommittee and Morris James. The memorandum provided an update regarding some aspects of the Derivative Action Plaintiff’s litigation path and settlement path respecting the Derivative Action and the Derivative Action Plaintiff’s view of the merit and value of the Derivative Claims.

On July 31, 2018 and August 1, 2018, the Enbridge Board held its regular quarterly meeting, where members of Enbridge management provided an update to the Enbridge Board on the status and timeline of the negotiations with the EEP/EEQ Special Committees and the special committees of Enbridge’s other sponsored vehicles and on the July FERC Announcement.

On July 31, 2018, the Derivative Action Subcommittee held a telephonic meeting with representatives of Bracewell and Morris James. At the meeting, the Derivative Action Subcommittee received additional information relating to its ongoing consideration of the value, if any, of the Derivative Claims. Representatives of Bracewell and Morris James presented the legal advisors’ analysis relating to the standards applicable to the Derivative Action Subcommittee’s review and discussed the approach to the financial analysis of the Derivative Action. Representatives of Bracewell and Morris James also discussed with the Derivative Action Subcommittee the memorandum received from Friedlander & Gorris.

On August 2, 2018, in connection with its quarterly business update, EEP announced that, although assessing the near- and long-term implications of the July FERC Announcement would be challenging pending greater clarification from FERC, EEP estimated that the July FERC Announcement would result in a US$30 million positive impact to its distributable cash flow for 2018, assuming that the July FERC Announcement is retroactive to March 2018. EEP noted that this benefit to distributable cash flow partially offset the previously estimated US$120 million negative impact to EEP for 2018 of U.S. tax reform and the March FERC Announcement.

On August 2, 2018, the EEP Special Committee held a telephonic meeting with representatives of Bracewell, MNAT and Evercore. During the meeting, representatives of Evercore presented the EEP Special Committee with a preliminary analysis of the financial terms of the proposed EEP merger based on the Revised Management Projections. Also during the meeting, representatives of Bracewell and MNAT discussed with the EEP Special Committee whether to negotiate for the Majority of the Minority Vote, and the EEP Special Committee directed representatives of Bracewell to include such requirement in its revised draft of the EEP merger agreement. Representatives of Bracewell also provided the EEP Special Committee with an update on the status of the Derivative Action Subcommittee’s review process.

On August 2, 2018, the Special Committee held a telephonic meeting with representatives of Bracewell, MNAT and Goldman Sachs. During the meeting, representatives of Goldman Sachs discussed with the Special Committee Goldman Sachs’ preliminary, illustrative financial analysis of the proposed Merger. Also during the meeting, representatives of Bracewell and MNAT discussed with the Special Committee whether to negotiate for the proposed EEP merger to be conditioned upon the consummation of the proposed Merger, and the Special Committee directed representatives of Bracewell to include such a requirement in its revised draft of the Merger