Ms. Suzanne Wilton reports

ENBRIDGE ANNOUNCES SIMPLIFICATION OF CORPORATE STRUCTURE WITH PROPOSALS TO ACQUIRE ALL OF THE OUTSTANDING SPONSORED VEHICLE EQUITY SECURITIES

Enbridge Inc. has made, on behalf of itself and certain of its wholly owned U.S. subsidiaries, separate all-share proposals to the respective boards of directors of its sponsored vehicles, Spectra Energy Partners LP, Enbridge Energy Partners LP, Enbridge Energy Management LLC and Enbridge Income Fund Holdings Inc., to acquire, in separate combination transactions, all of the outstanding equity securities of those sponsored vehicles not beneficially owned by Enbridge.

The proposed exchange ratios reflect a value for all of the publicly held equity securities of the sponsored vehicles of $11.4-billion, or 272 million Enbridge common shares, if all are completed on the terms offered based on the closing price of Enbridge's common shares on the Toronto Stock Exchange on May 16, 2018. The transactions as proposed are expected to be approximately neutral to Enbridge's three-year financial guidance and positive to Enbridge's post-2020 outlook due to tax and other synergies.

In December, 2017, Enbridge outlined its 2018 to 2020 plan that emphasized several priorities, one of which was to assess the potential streamlining and simplification of its corporate structure. Enbridge has a long history of maximizing shareholder value through strong operational performance and efficient capital management, including the sponsorship of its high-payout investment vehicles in the United States and Canada. The recent FERC (Federal Energy Regulatory Commission) income tax allowance policy reversal and the regulatory rate impact from the U.S. Tax Cuts and Jobs Act (TCJA), as well as the market reactions across the MLP (master limited partnership) landscape, have challenged the stand-alone viability of Spectra Energy Partners, Enbridge Energy Partners and Enbridge Energy Management as reliable and cost-effective sources of capital to support Enbridge's growth. Similarly, Enbridge Income Fund has lost its cost of capital advantage and is no longer an effective financing vehicle.

After evaluating options to mitigate the effects of these recent actions and the resulting capital market response, and to advance Enbridge's priority to simplify and streamline its corporate structure, Enbridge believes the proposals are strategically and economically attractive to each of the sponsored vehicles and to Enbridge shareholders. Enbridge expects to discuss the merits of each of the separate proposals with the respective independent committees of each vehicle, upon formation of these committees.

If the transactions are completed, all equity security holders of Enbridge and its sponsored vehicles would benefit from holding a single security that provides direct ownership in the largest energy infrastructure company in North America with best-in-class assets, a low-risk profile and attractive growth. These transactions offer several benefits to all equity security holders including a simplified structure, improved credit profile, enhanced trading liquidity and more sustainable dividends.

Under the newly changed FERC tax policy, holding certain interstate pipelines in MLP structures is highly unfavourable to unitholders and is no longer advantageous for Enbridge or the U.S. MLPs. The combination of this changed policy and the negative capital markets reaction has impaired the MLP structure for Enbridge's interstate pipelines. Without this restructuring, and in light of the challenging capital markets conditions and the resulting impact on MLP cash flows, Enbridge's view is that Enbridge Energy Partners and Spectra Energy Partners will face the cessation of distribution growth, and compromised distribution outlook to unitholders as early as 2019. Similarly, Enbridge's view is that Enbridge Income Fund Holdings' uncompetitive cost of capital will inhibit future dividend growth.

Benefits and considerations for Enbridge shareholders

The roll-up of the sponsored vehicles simplifies Enbridge's corporate and capital structure, resulting in all of the core liquids and gas pipeline assets being held under one effective and streamlined entity, Enbridge. The assets held by the sponsored vehicles are already managed and operated by Enbridge's U.S. and Canadian subsidiaries and consolidated for financial purposes by Enbridge. Therefore, a broad simplification is achieved by eliminating four publicly traded vehicles while increasing the company's ownership in its core businesses and further enhancing its industry-leading, low-risk profile. The buy-in of Spectra Energy Partners and Enbridge Energy Partners addresses Enbridge's risks related to the FERC MLP tax allowance elimination and the continuing deterioration in the MLP equity marketplace. The restructuring also increases transparency and ease of investing in Enbridge's best-in-class pipeline and utility assets by reducing the complexity that exists today. The consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) of Enbridge is expected to remain unchanged following the transactions. The company expects Enbridge's credit profile will be enhanced by eliminating sponsored vehicle public distributions. In addition, the roll-up of the sponsored vehicles will create opportunities to further enhance Enbridge's credit profile by eliminating the structural subordination of certain debt within the Enbridge family.

All of these benefits would be derived with an approximate neutral impact on Enbridge's three-year financial guidance, assuming each of the transactions occur on terms consistent with these proposals.

Benefits and considerations for Spectra Energy Partners unitholders

The recent FERC announcements and the regulatory rate impact from the TCJA have negatively affected Spectra Energy Partners. Enbridge believes that both the direct consequences of the reversal in FERC policy, as well as the adverse market effects, have weakened Spectra Energy Partners' value proposition and have made it an ineffective and unreliable stand-alone financing vehicle to support Enbridge's growth. These adverse impacts are compounded by the challenge Spectra Energy Partners would face in mitigating the new FERC tax allowance policy while pursuing its regulatory and rate strategy. As a consequence, Enbridge believes that, on a stand-alone basis, Spectra Energy Partners will face the cessation of distribution growth, and potential reductions in cash distribution to unitholders as early as 2019.

Enbridge believes the proposed transaction mitigates the significant risk Spectra Energy Partners faces in its current MLP form as it advances its regulatory and rate case strategies. The proposed restructuring addresses the risk to the cessation of distribution growth or a potential reduction in Spectra Energy Partners' distributions. Additionally, Enbridge's proposal offers Spectra Energy Partners unitholders a security with enhanced trading liquidity and provides direct ownership in North America's largest energy infrastructure company with diverse, safe and reliable cash flow generation supporting attractive dividend growth.

Under today's restructuring proposal:

• Spectra Energy Partners unitholders will receive 1.0123 common shares of Enbridge per Spectra Energy Partners unit, representing a value of $33.10 (U.S.) per Spectra Energy Partners unit based on the closing price of Enbridge common shares on the New York Stock Exchange on May 16, 2018, equivalent to the closing price of Spectra Energy Partners' common units on the NYSE on such date.
• Enbridge believes that the proposed exchange ratio for Spectra Energy Partners reflects an appropriate value for Spectra Energy Partners units based on its stand-alone value.
• The proposed merger transaction will be subject to the approval of holders of a majority of the outstanding Spectra Energy Partners common units.

Benefits and considerations for Enbridge Energy Partners unitholders and Enbridge Energy Management shareholders

The recent FERC announcements and the regulatory rate impact from the TCJA have negatively affected Enbridge Energy Partners and Enbridge Energy Management. Enbridge believes that both the direct consequences of the reversal in FERC policy which, as previously announced, reduces Enbridge Energy Partners' distributable cash flow (DCF), as well as the adverse market effects, have weakened Enbridge Energy Partners' and Enbridge Energy Management's credit profile and they are now ineffective and unreliable stand-alone financing vehicles to support Enbridge's growth. To sustain investment-grade credit ratings, Enbridge Energy Partners would have to raise considerable external equity at a disadvantaged cost of capital, and also substantially cut its distribution. Enbridge projects that these actions would otherwise have to occur in early 2019.

Enbridge's proposal offers Enbridge Energy Partners unitholders and Enbridge Energy Management shareholders a security with enhanced trading liquidity and provides direct ownership in North America's largest energy infrastructure company with diverse, safe and reliable cash flow generation supporting attractive dividend growth.

Under today's restructuring proposal:

• Enbridge Energy Partners unitholders will receive 0.3083 common share of Enbridge per Enbridge Energy Partners unit, representing a value of $10.08 (U.S.) per Enbridge Energy Partners unit based on the closing price of Enbridge common shares on the NYSE on May 16, 2018, equivalent to the closing price of Enbridge Energy Partners' common units on the NYSE on such date.
• Enbridge Energy Management shareholders will receive 0.2887 common share of Enbridge per Enbridge Energy Management share, representing a value of $9.44 (U.S.) per Enbridge Energy Management share based on the closing price of Enbridge common shares on the NYSE on May 16, 2018, equivalent to the closing price of Enbridge Energy Management's common shares on the NYSE on such date.
• Enbridge believes that the proposed exchange ratio for each of Enbridge Energy Partners and Enbridge Energy Management reflects an appropriate value for their respective securities based on their stand-alone values.
• The proposed Enbridge Energy Partners merger transaction is subject to the approval of holders of 66-2/3rds per cent of the outstanding Enbridge Energy Partners units. The proposed Enbridge Energy Management merger transaction is subject to the approval of holders of a majority of the outstanding Enbridge Energy Management listed shares, other than Enbridge and its affiliates.

Benefits and considerations for Enbridge Income Fund Holdings shareholders

Enbridge believes Enbridge Income Fund Holdings' ability to cost-effectively raise capital has deteriorated and that Enbridge Income Fund Holdings is no longer a cost-efficient sponsored vehicle. Previously, Enbridge Income Fund Holdings could acquire assets that generate steady cash flow from Enbridge in a manner that was beneficial to both Enbridge Income Fund Holdings and Enbridge shareholders. However, that is no longer the case. After Enbridge Income Fund Holdings' current slate of organic growth projects are completed in 2020, its uncompetitive cost of capital will jeopardize its ability to benefit from future organic growth opportunities and inhibit future dividend growth.

If the transaction is successful, buying in Enbridge Income Fund Holdings, along with the other entities in the underlying structure, will advance Enbridge's simplification strategy and allow Enbridge Income Fund Holdings shareholders to derive the benefits of a more streamlined Enbridge structure, and to participate in liquids pipeline growth within a more diversified asset base. Trading liquidity will be meaningfully enhanced, particularly for institutional holders. Importantly, by exchanging Enbridge Income Fund Holdings shares for Enbridge common shares, Enbridge believes Enbridge Income Fund Holdings shareholders will be better positioned for dividend sustainability and growth beyond 2020.

Under today's restructuring proposal:

• Enbridge Income Fund Holdings shareholders will receive 0.7029 common share of Enbridge per Enbridge Income Fund Holdings share, representing a value of $29.38 per Enbridge Income Fund Holdings share, based on the closing price of Enbridge common shares on the Toronto Stock Exchange on May 16, 2018, reflecting a 5-per-cent premium to the closing price of Enbridge Income Fund Holdings' common shares on the TSX on May 16, 2018.
• Enbridge believes that the proposed exchange ratio for Enbridge Income Fund Holdings reflects an attractive premium to its stand-alone value.
• The proposed plan of arrangement transaction is subject to the approval (i) by holders of 66-2/3rds per cent of the outstanding Enbridge Income Fund Holdings shares present in person or by proxy at a meeting of shareholders, and (ii) by holders of a majority of the Enbridge Income Fund Holdings shares present in person or by proxy at a meeting of shareholders, other than Enbridge, its affiliates and other insiders.

Other information

Enbridge's offers are non-binding and have been approved by the board of directors of Enbridge and certain of its wholly owned U.S. subsidiaries. Before Enbridge or any of such subsidiaries would be in a position to enter into any definitive agreement with any of the sponsored vehicles to effect a proposed transaction, such agreement would need to be reviewed and approved by the board of directors of Enbridge and such subsidiaries. These offers are not conditional on each other, except that the consummation of a transaction involving Enbridge Energy Management will be conditioned on the consummation of a transaction involving Enbridge Energy Partners.

The consummation of each proposed transaction will be subject to customary closing conditions, including standard regulatory notifications and approvals. There can be no assurance that any transaction will be consummated.

BofA Merrill Lynch and Scotiabank are acting as financial advisers to Enbridge. McCarthy Tetrault LLP, Sullivan & Cromwell LLP and Vinson & Elkins LLP are acting as Canadian, U.S. and tax legal advisers, respectively, to Enbridge.

Conference call information

Enbridge will host a conference call and webcast on May 17, 2018, at 7 a.m. Eastern Time (5 a.m. Mountain Time) to discuss the proposed restructuring. Analysts, members of the media and other interested parties can access the call toll-free at 877-930-8043 or within and outside North America at 253-336-7522 using the access code of 4265758 followed by the number sign. The call will be audio webcast live on-line. A webcast replay and podcast will be available approximately two hours after the conclusion of the event and a transcript will be posted to the website within 24 hours. The replay will be available for seven days after the call toll-free 855-859-2056 or within and outside North America at 404-537-3406 (access code 4265758 followed by the number sign).

The conference call format will include prepared remarks from the executive team followed by a question-and-answer session for the analyst and investor community only. Enbridge's media and investor relations teams will be available after the call for any additional questions.

About Enbridge Inc.

Enbridge is North America's premier 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.

We seek Safe Harbor.