TransCanada Corporation – s. 5.1 of OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions

June 22, 2017

Decision

Headnote

Application for a decision, pursuant to section 5.1 of OSC Rule 48-501, exempting the applicants from trading restrictions imposed by section 2.2 of OSC Rule 48-501. Decision granted. Decision and application also held in confidence by decision maker until the earlier of the entering into of an equity distribution agreement, waiver of confidentiality or 90 days from the date of the decision.

Rule Cited

Ontario Securities Commission Rule 48-501 – Trading During Distributions, Formal Bids and Share Exchange Transactions.

June 22, 2017

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

ONTARIO SECURITIES COMMISSION RULE 48-501

TRADING DURING DISTRIBUTIONS, FORMAL BIDS

AND SHARE EXCHANGE TRANSACTIONS

(the Rule)

AND

IN THE MATTER OF

TRANSCANADA CORPORATION

(the Issuer)

DECISION

(Section 5.1 of the Rule)

UPON the Director (as defined in the Act) having received an application (the Application) from the Issuer for a decision (or its equivalent), pursuant to Section 5.1 of the Rule, exempting any person or company that is an insider of the Issuer (each individually, an Insider and collectively, the Insiders), as applicable, from the trading restrictions imposed on issuer-restricted persons by section 2.2 of the Rule;

AND UPON the Director also having received a request from the Issuer for a decision that the Application and this decision (together, the Confidential Material) be kept confidential and not be made public until the earliest of (i) the date on which the Issuer enters into an Equity Distribution Agreement (as defined below), (ii) the date on which the Issuer advises the Director that there is no longer any need for the Confidential Material to remain confidential, and (iii) the date that is 90 days after the date of this decision (together, the Confidentiality Relief);

AND UPON considering the Application and the recommendation of staff of the Ontario Securities Commission (the Commission);

AND UPON the Issuer having represented to the Director that:

1. The Issuer is a corporation incorporated under the Canada Business Corporations Act. The head office of the Issuer is in Calgary, Alberta.

2. The Issuer is a reporting issuer in each province and territory of Canada and is not in default of securities legislation in any jurisdiction of Canada.

3. The Issuer's common shares (the Common Shares) are listed on the Toronto Stock Exchange and the New York Stock Exchange.

4. The Common shares meet the requirements in the Rule to be considered a "highly-liquid security".

5. The Issuer has applied to the Alberta Securities Commission and the Commission for exemptive relief pursuant to National Policy 11-203 – Process for Exemptive Relief Applications in Multiple Jurisdictions from certain prospectus delivery and form requirements in order to facilitate “at-the-market distributions” of Common Shares by the Issuer in Canada and the United States (ATM Distributions) within the meaning of, and pursuant to the shelf prospectus procedures prescribed in, Part 9 of National Instrument 44-102 – Shelf Distributions (NI 44-102), to be made pursuant to the terms and conditions of one or more substantially identical equity distribution agreements to be entered into between the Issuer and certain agents (the Equity Distribution Agreement).

6. Subject to mutual agreement on terms and conditions, the Issuer is proposing to enter into the Equity Distribution Agreement with the Agents, providing for the periodic sale of Common Shares by the Issuer through the Agents, pursuant to an ATM Distribution under the base shelf prospectus procedures prescribed by Part 9 of Nl 44-102 (an ATM Program), after the filing of base shelf pro-spectus and a prospectus supplement (together, the Prospectus).

7. The Equity Distribution Agreement will provide that, at the time of each sale of Common Shares pursuant to an ATM Distribution, the Issuer will represent to the Agents that the Prospectus contains full, true and plain disclosure of all material facts relating to the Issuer and the Common Shares being distributed. It is therefore likely that the bulk of the sales activity under the ATM Program will occur during periods com-mencing on the second business day after the public announcement of the Issuer's quarterly or annual earnings and continuing for 45 calendar days thereafter.

8. Under the Issuer's share ownership guidelines (the Ownership Guidelines), directors of the Issuer must hold at least four times their annual cash plus equity retainer in Common Shares or deferred share units, the chief executive officer of the Issuer must hold five times his or her base salary in Common Shares, the members of the Issuer's executive leadership team must hold two times their base salary in Common Shares and senior vice presidents of the Issuer must hold one times their base salary, each having five years to attain such levels once the Ownership Guidelines apply to them.

9. Under the terms of the Issuer's trading policy for employees and insiders (the Trading Policy), directors and officers of the issuer, as well as certain other individuals, are limited in trading Common Shares to four approved annual windows (the Trading Windows) which com-mence on the second business day after the public announcement of the Issuer's quarterly or annual earnings and continue for 45 calendar days. If the Issuer puts in place an ATM Program, ATM Distributions by the Issuer will likely occur during the Trading Windows.

10. Pursuant to Section 2.2(a) of Rule 48-501, an insider of a reporting issuer is prohibited from bidding on or purchasing securities of that report-ing issuer during the period commencing on the date that is two trading days prior to the day the offering price is determined for a prospectus offering of that reporting issuer, and ending on the date the selling process ends and all stabilization arrangements relating to the offered security are terminated (the Insider Purchasing Restriction).

11. In the absence of an exemption from the Insider Purchasing Restriction, Insiders would be restricted from bidding on and purchasing Com-mon Shares during a period of time prior to and during each ATM Distribution by the Issuer, which would likely overlap with the Trading Windows and unduly and unnecessarily impede directors and officers of the Issuer from making purchases of Common Shares, including for the purposes of complying with the Ownership Guidelines.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS THE DECISION of the Director pursuant to section 5.1 of the Rule that for purposes of the any ATM Distribution by the Issuer, bids for and purchases of Common Shares by an Insider for the account of such Insider or for an account over which such Insider exercises direction and control are exempt from section 2.2 of the Rule;

AND IT IS THE FURTHER DECISION of the Director that the Confidentiality Relief is granted.

DATED this 22nd day of June, 2017

“Susan Greenglass”

Director, Market Regulation Branch

Ontario Securities Commission