TO:	HYDRO ONE LIMITED (“Hydro One”)

 

Reference is made to the Governance Agreement made as of the 5^th day of November, 2015 between Hydro One and the Province (the “Governance Agreement”). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Governance Agreement.

 

The Province hereby waives, solely in respect of the 2026 annual meeting of shareholders of Hydro One, the requirement of Section 3.1.1 of the Governance Agreement that provides that the number of directors shall be a minimum of 10 (provided that the number of directors nominated for election at such meeting will be at least nine).

 

The Province hereby acknowledges that it is nominating individuals representing less than 40% of the number of directors to be elected at the 2026 annual meeting of shareholders of Hydro One, it being understood that, if an individual is identified as a nominee by the Province following such meeting and accepted, all in compliance with the terms and conditions of the Governance Agreement, that individual will be appointed to the Board within a reasonable period.

 

This Waiver and Acknowledgement may be signed electronically and in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

 

[Signature Page Follows]

 

 

ACKNOWLEDGED AND AGREED

 

 

 

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