Mr. Barry Perry reports

FORTIS INC. SHAREHOLDERS APPROVE ACQUISITION OF ITC HOLDINGS, ELECTION OF DIRECTORS & SAY ON PAY

At the Fortis Inc. annual and special meeting of shareholders held today in St. John's, Nfld., shareholders approved the corporation's acquisition of ITC Holdings Corp. A total of 92.51 per cent of Fortis shareholders, represented in person or by proxy at the meeting, voted to approve the issuance of up to 117 million Fortis common shares as partial consideration for the acquisition of ITC.

"We are very pleased with the support from our shareholders for this transformative transaction with ITC," said Barry Perry, president and chief executive officer of Fortis. "The acquisition of ITC is expected to be accretive to earnings per share in the first year and will further diversify our utility business. We believe this exposure to the predictable returns of a transmission business, with no commodity or fuel risk, will result in long-term value creation for shareholders."

Under the terms of the transaction, ITC shareholders will receive $22.57 (U.S.) in cash and 0.7520 of a Fortis common share for each ITC common share. Based on the Feb. 8, 2016, closing price for Fortis common shares and the U.S.-dollar/Canadian-dollar exchange rate on that date, the per-share consideration offered by Fortis represents a premium of 33 per cent over ITC's unaffected closing share price on Nov. 27, 2015, and a 37-per-cent premium to ITC's unaffected average closing price over the 30-day period prior to Nov. 27, 2015. The Fortis-ITC transaction was valued at approximately $11.3-billion (U.S.) as of the close of markets on Feb. 8, 2016.

The transaction is expected to close in late 2016, subject to the satisfaction of customary closing conditions, including approval of the acquisition by holders of a majority of the outstanding ITC common shares. ITC will hold its special shareholder meeting in the coming weeks to allow its shareholders to vote on the transaction. The acquisition is also subject to receipt of certain regulatory approvals, including the approval of the Federal Energy Regulatory Commission, the Committee on Foreign Investment in the United States and the U.S. Federal Trade Commission/Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as various state approvals, among others.

Election of directors

On a vote by ballot, Fortis shareholders also elected 12 individuals to the Fortis board of directors to serve until the next annual meeting of shareholders or until their successors are elected or appointed.

 
           VOTING RESULTS FOR ELECTION OF DIRECTORS
   
Nominees                     Votes for        Votes withheld

Tracey C. Ball        148,111,829   99.82%    268,765     0.18%
Pierre J. Blouin      147,657,116   99.51%    723,578     0.49%
Peter E. Case         147,859,524   99.65%    522,270     0.35%
Maura J. Clark        148,023,401   99.76%    357,293     0.24%
Margarita K. Dilley   148,022,653   99.76%    357,731     0.24%
Ida J. Goodreau       147,588,549   99.47%    793,245     0.53%
Douglas J. Haughey    147,744,051   99.57%    636,643     0.43%
R. Harry McWatters    147,823,020   99.62%    556,474     0.38%
Ronald D. Munkley     147,658,862   99.51%    722,932     0.49%
David G. Norris       147,447,229   99.37%    933,465     0.63%
Barry V. Perry        148,078,606   99.80%    302,088     0.20%
Jo Mark Zurel         147,942,076   99.70%    439,718     0.30%

"I am very pleased to welcome two new members to our board," said David Norris, chair of the board, Fortis. "Jo Mark Zurel and Margarita Dilley currently serve as chairs on the boards of Newfoundland Power and Central Hudson Gas and Electric, respectively. This experience, along with their very successful careers as senior executives in large organizations, will add further depth and expertise to our board of directors."

Say on pay

Shareholders also approved the non-binding advisory vote regarding Fortis's approach to executive compensation at the annual and special meeting of shareholders. The Fortis board of directors takes the results of the say-on-pay vote into account when considering future compensation policies, practices and decisions, and in determining whether there is a need to increase engagement with shareholders on compensation and related matters.

We seek Safe Harbor.