TC Energy provides conversion right and dividend rate notice for Series 9 and 10 preferred shares

News Release – TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or the Company) today announced that it does not intend to exercise its right to redeem its Cumulative Redeemable First Preferred Shares, Series 9 (Series 9 Shares) on Oct. 30, 2024. As a result, subject to certain conditions, the holders of Series 9 Shares have the right to choose one of the following options regarding their shares:

1. to retain any or all of their Series 9 Shares and continue to receive a fixed rate quarterly dividend, or
2. to convert, on a one-for-one basis, any or all of their Series 9 Shares into Cumulative Redeemable First Preferred Shares, Series 10 (Series 10 Shares) of TC Energy and receive a floating rate quarterly dividend.

Should holders of Series 9 Shares choose to retain their shares, such shareholders will receive the new annual fixed dividend rate applicable to the Series 9 Shares of 5.080 per cent for the five-year period commencing Oct. 30, 2024 to, but excluding, Oct. 30, 2029.

Should holders of Series 9 Shares choose to convert their shares to Series 10 Shares, holders of Series 10 Shares will receive the floating quarterly dividend rate applicable to the Series 10 Shares of 6.329 per cent for the first quarterly floating rate period commencing Oct. 30, 2024 to, but excluding, Jan. 30, 2025. The floating quarterly dividend rate will be reset every quarter.

Beneficial owners of Series 9 Shares who want to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and ensure that they follow their instructions to meet the deadline to exercise such right, which is 5 p.m. (EDT) on Oct. 15, 2024. Any notices received after this deadline will not be valid. It is recommended that this be done well in advance of the deadline to provide the broker or other nominee with time to complete the necessary steps.

Beneficial owners of Series 9 Shares who do not exercise their conversion right through their broker or other nominee by the deadline will retain their Series 9 Shares and receive the new annual fixed dividend rate applicable to the Series 9 Shares, subject to the conditions stated below.

The foregoing conversions are subject to the conditions that: (i) if TC Energy determines that there would be less than one million Series 9 Shares outstanding after Oct. 30, 2024, then all remaining Series 9 Shares will automatically be converted into Series 10 Shares on a one-for-one basis on Oct. 30, 2024 and (ii) alternatively, if TC Energy determines that there would be less than one million Series 10 Shares outstanding after Oct. 30, 2024, no Series 9 Shares will be converted into Series 10 Shares. In either case, TC Energy will issue a news release to that effect no later than Oct. 23, 2024.

Holders of Series 9 Shares and Series 10 Shares will have the opportunity to convert their shares again on Oct. 30, 2029 and in every fifth year thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with an investment in the Series 9 Shares and the Series 10 Shares, please see the Corporation’s prospectus supplement dated Jan. 13, 2014 which is available on sedarplus.ca or on our website.

About TC EnergyWe’re a team of 7,000+ energy problem solvers working to safely move, generate and store the energy North America relies on. Today, we’re delivering solutions to the world’s toughest energy challenges – from innovating to deliver the natural gas that feeds LNG to global markets, to working to reduce emissions from our assets, to partnering with our neighbours, customers and governments to build the energy system of the future. It’s all part of how we continue to deliver sustainable returns for our investors and create value for communities.

TC Energy’s common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit us at TCEnergy.com.

FORWARD-LOOKING INFORMATIONThis release contains certain information that is forward-looking and is subject to important risks and uncertainties (such statements are usually accompanied by words such as "anticipate", "expect", "believe", "may", "will", "should", "estimate", "intend" or other similar words). Forward-looking statements in this document are intended to provide TC Energy security holders and potential investors with information regarding TC Energy and its subsidiaries, including management's assessment of TC Energy's and its subsidiaries' future plans and financial outlook. All forward-looking statements reflect TC Energy's beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. As actual results could vary significantly from the forward-looking information, you should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking information due to new information or future events, unless we are required to by law. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to the most recent Quarterly Report to Shareholders and Annual Report filed under TC Energy’s profile on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission at www.sec.gov.

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Media Inquiries:Media [e-mail] 403-920-7859 or 800-608-7859

Investor & Analyst Inquiries:Gavin Wylie / Hunter [e-mail]403-920-7911 or 800-361-6522

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