Emera (TSX/NYSE: EMA) sets 2026 AGM, highlights $1B earnings and $20B capex
Emera Incorporated has filed materials for its 2026 virtual-only annual meeting of shareholders and outlined recent performance and strategic plans. The meeting will be held on May 21, 2026 at 2:00 p.m. Atlantic time via live webcast, with full online voting and Q&A for registered holders and proxyholders.
The circular highlights 2025 results, including adjusted net income above $1 billion and record adjusted EPS of $3.49, up 19% from 2024, and a 31.9% total shareholder return. Emera reports $45 billion in total assets, $8.8 billion in revenue, and a capital plan of about $20 billion from 2026–2030, focused mainly on Florida and grid modernization. The Board seeks shareholder approval of director elections, auditor appointment and fees, an advisory say-on-pay resolution, and amendments to the employee share purchase plan and senior management stock option plan, while emphasizing long-term dividend growth and regulated-utility driven earnings.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-42631
Emera Incorporated
(Exact name of registrant as specified in its charter)
5151 Terminal Road
Halifax NS B3J 1A1
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Exhibit 99.1 of this Form 6-K shall be incorporated by reference into the registration statements of Emera Incorporated on Form F-10 (File Nos. 333-291985 and 333-294020) and on Form F-3 (File Nos. 333-294017, 333-294017-01 and 333-294017-02).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EMERA INCORPORATED | ||||||
| Date: April 10, 2026 | By: | /s/ Brian Curry | ||||
| Name: Brian Curry
Title: Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Notice of Annual Meeting of Common Shareholders and Management Information Circular | |
| 99.2 | 2025 Annual Report | |
| 99.3 | Notice of Emera’s 2026 Annual Meeting of Shareholders | |
| 99.4 | Notice to Non-Registered Shareholders Regarding Access to Emera’s Information Circular and Annual Report | |
| 99.5 | Notice to Registered Shareholders Regarding Access to Emera’s Information Circular and Annual Report | |
| 99.6 | Voting Instruction Form | |
| 99.7 | Form of Proxy | |
Exhibit 99.1
Notice of Annual Meeting of Common Shareholders and Management Information Circular Thursday, May 21, 2026
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Contents Notice of Emera’s Management Annual Meeting of 2026 Annual Information Circular Shareholders Meeting of Shareholders 8 9 10 Corporate Executive Appendices Governance Compensation Appendix A 121 Appendix B 121 Appendix C 122 36 72 120 FORWARD-LOOKING INFORMATION This Circular contains forward-looking information and forward looking operations and cash flows; and sufficient human resources to deliver service statements (collectively, “forward-looking information”) within the meaning and execute Emera’s capital investment plan. of applicable Canadian and US securities laws, including the United States The forward-looking information is subject to risks, uncertainties and other Private Securities Litigation Reform Act of 1995. Words such as anticipates, factors that could cause actual results to differ materially from historical believes, budget, could, estimates, expects, forecast, intends, may, might, results or results anticipated by the forward-looking information. Factors plans, projects, schedule, should, targets, will, would and similar expressions that could cause results or events to differ from current expectations are often intended to identify forward looking information, although not all include, but are not limited to: regulatory and political risk; changes in forward-looking information contains these identifying words. References to economic conditions; liquidity and capital market risk; changes in credit “Emera” in this section include references to the subsidiaries of Emera. ratings; future dividend growth; timing and costs associated with certain The forward-looking information includes, without limitation, statements capital investments; expected impacts on Emera of challenges in the global which reflect the current view of Emera’s management with respect to economy; potential impacts of trade disputes and tariffs; supply chain risk; Emera’s objectives, plans, financial and operating performance, future climate risk; weather risk, including higher frequency and severity of weather growth in earnings, rate-base, and adjusted EPS, capital investment plans, events; risk of wildfires; regulatory and government decisions, including sales volumes, recovery of costs, timing of regulatory decisions, carbon changes to environmental legislation, financial reporting and tax legislation; dioxide emissions reduction and renewable generation goals, the expected risks and costs associated with failure of IT infrastructure and cybersecurity timing and outcome of the pending sale of New Mexico Gas Company incidents including IT systems restoration and business continuity processes; and other business prospects and opportunities, and should not be read uncertainties associated with infectious diseases, pandemics and similar as guarantees of future events, performance or results, and will not public health threats; risks associated with health and safety; labour necessarily be accurate indications of whether, or the time at which, such relations; and availability of labour and management resources. events, performance or results will be achieved. All such forward-looking Readers are cautioned not to place undue reliance on forward-looking information is provided pursuant to safe harbour provisions contained in information as actual results could differ materially from the plans, applicable securities laws. expectations, estimates or intentions and statements expressed in the The forecasts and projections that make up the forward-looking information forward-looking information. For additional information with respect are based on reasonable assumptions which include, but are not limited to: to certain of these risks or factors, refer to the continuous disclosure the receipt of applicable regulatory approvals and requested rate decisions; materials filed from time to time by Emera with Canadian securities expectations regarding the nature, timing and costs of capital investments regulatory authorities and the United States Securities and Exchange of Emera and its subsidiaries; continued investment in renewable energy Commission (“SEC”). All such forward-looking information is qualified in its generation; ongoing investment that balances customer affordability with entirety by the above cautionary statements and, except as required by law, system modernization and strengthening; sufficient liquidity and capital Emera undertakes no obligation to revise or update any forward looking resources; the absence of significant changes in government energy plans information as a result of new information, future events or otherwise. and environmental laws and regulations that may materially affect Emera’s
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices About Emera Emera is a leading North American provider of energy services headquartered in Halifax, Nova Scotia. Emera delivers safe, clean, and reliable energy to customers through investments in regulated electric and natural gas utilities, and related businesses and assets. $45B 2.7M 96.9% total assets customers shareholder support in 2025 “Say on Pay” vote $8.8B 7,800 revenue employees 99% average vote in favour of the 6 election of our 11 Director Nominees for 2025 electric and natural gas utilities(1) Data on this page is as of December 31, 2025, unless otherwise indicated. Figures on this page are in Canadian Dollar (“CAD”), unless otherwise stated. (1) 4 electric and 2 natural gas utilities EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 1
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Who We Are Our Strategy We’re focused on safely delivering reliable and cleaner energy at a pace that minimizes the cost impacts for customers at our utilities. Through our strategy, we’re responding to the fundamental shift that’s impacting the energy industry and delivering on the key trends that reflect the changing needs of utility customers: decarbonization, decentralization and digitalization. Our Purpose Our Vision Energizing modern life and To be the energy provider of choice for delivering a cleaner energy our customers, the employer of choice for future for all. our people, and a preferred choice for investors. Our Values We put safety above all else. We put customers at the centre of everything we do. We value candour, respect and collaboration. We care for each other, the environment, and our communities. We set a high bar and take on big things. Emera’s Sustainable Energy Approach Proven Record Real Progress Proactive & Adaptive Disciplined Investment 2026-2030 $20B 20+ years of investments Reduced CO2 emissions Responding to Sustaining momentum by nearly half(1) while evolving drivers through customer-focused Wind in Nova Scotia Solar in Florida modernizing grids Severe weather risks & resilience capital plan Big Bend modernization Replacing coal Government policies & targets Grid reliability & modernization Maritime Link hydro Integrating renewables Electrification & demand Renewable integration Grid upgrades Emerging technologies Technology adoption Initiatives across our core operating jurisdictions(2) paced with customer affordability in mind Florida: Strengthening reliability and affordability while modernizing the generation fleet via investments in solar, battery storage, fuel switching, long-term use of natural gas, and storm hardening. Nova Scotia: Strengthening reliability while aligning with provincial and federal climate policy (3) through investments in grid resilience, interties, hydro, battery storage, coal retirement, fuel switching, wind, and solar. (1) Our reductions in CO2 emissions are compared to 2005 levels and include CO2 scope 1 generation emissions for TEC and NSPI only. (2) Core jurisdictions refer to Emera’s primary operating regions where regulated electric and gas utilities operate, including Nova Scotia (NSPI) and Florida (TEC & PGS). (3) Activities in Nova Scotia are aligned with government climate targets of 80% renewable energy and coal-free electricity by 2030 and will be shaped by the decisions of the Nova Scotia Independent Energy System Operator (“IESO Nova Scotia”) regarding future generation sources. 2 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Why Invest in Emera Emera is at the forefront of a transformative era in energy with robust opportunities to invest on behalf of customers across the portfolio. Our proven strategy and commitment to operational excellence enable us to capitalize on growth. Premium Portfolio of Regulated Utilities Focused in Florida Visible Growth Plan 72% $20B of adjusted net income(1), excluding Corporate costs, capital investment plan through 2030 committed comes from our Florida operations to renewable integration, grid reliability, and modernization ~80% of capital plan through 2030 is focused in Florida in 7% 8% support of customer growth at Tampa Electric and annualized, forecasted rate base growth through Peoples Gas respectively 2030 Constructive Regulatory Environments Reliable Earnings and Dividend Growth 95% 19 years of adjusted net income(1), excluding Corporate costs, of consecutive dividend growth derived from our regulated utilities 1 2% annual dividend growth target 5 7% target average annual adjusted EPS(2) growth target through 2030(3) (1) Based on 2025 adjusted net income attributable to common shareholders (“adjusted net income”), excluding Corporate costs of $380 million. Adjusted net income is a non-GAAP measure, which does not have a standardized meaning under United States Generally Accepted Accounting Principles (“USGAAP” or “GAAP”). For more information and a reconciliation to the nearest GAAP measure, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2025 MD&A. (2) Adjusted earnings per share (“EPS”) is a non-GAAP ratio, which does not have standardized meaning under USGAAP. For more information, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2025 MD&A. (3) Adjusted EPS target forecast uses 2024 as base year. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 3
Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Karen Sheriff Scott Balfour Chair, Board of Directors President and Chief Executive Officer Letter from the Chair and the CEO Fellow Shareholders, Across North America, utilities are facing an increasingly complex operating environment. Rapid growth, driven by electrification, data-centre expansion, and local economic development—combined with heightened geopolitical volatility, and government policy and regulatory uncertainty—add further complexity. At the same time, aging infrastructure, evolving generation profiles, growing customer demand, and increasingly severe weather are creating an elevated requirement to invest—something that must be done strategically and with customer affordability clearly in focus. These dynamics are evident across Emera’s operating regions. In Florida, ongoing population and economic growth are increasing energy demand and requiring continued investment in generation capacity, resilience, and storm-hardening. In Nova Scotia, increasingly severe weather and evolving energy policy requirements underscore the need for modernization. At the same time, economy-wide affordability challenges heighten the criticality of cost effectiveness and energy affordability. Against this backdrop, Emera is executing from a position of strength. With a portfolio of regulated utilities, an experienced team, and a proven record of disciplined capital deployment, Emera is well placed to deliver reliable, affordable service while investing with focus and control. Our $20-billion capital plan advances reliability and system modernization to serve customers now and in the future, while ensuring we are rigourously managing costs, reinforcing long-term value for customers and shareholders. This past year we invested in the systems our customers rely on every day, continued to bolster our balance sheet, and delivered record results through operational excellence. This is not just one great year, but evidence of sustained momentum. As Chair and CEO, we are proud to share how Emera continues to execute against its plan—operating safely, investing and pacing capital with discipline, and positioning ourselves for continued success. 4 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices For the first time in its history, Emera generated more than $1 billion in annual adjusted net income(1)—an achievement that reflects years of diligent capital allocation, prudent regulatory engagement, and a focus on customer service and operational excellence across our operating companies. 2025 Highlights Our success in 2025 is the outcome of years of diligent capital allocation, prudent regulatory engagement, and a focus on customer service and operational excellence across our operating companies. Our accomplishments reinforce the strength of our strategy and the stability of our business model, both of which are essential to supporting long-term growth. Meaningful progress achieved across our business in 2025 included: Tampa Electric opened its new headquarters in Midtown and the state-of-the-art Bearss Operations Center (BOC). The BOC, designed as a critical 24/7 operations facility, was built to withstand a Category 5 hurricane, allowing Tampa Electric to support fast, safe storm response to better serve its customers even in the most severe weather conditions. Canada Infrastructure Bank (CIB) committed $217 million in equity financing for the Wasoqonatl Transmission Line (NS-NB Reliability Tie)—a partnership between Nova Scotia Power, Wskijnu’k Mtmo’taqnuow Agency, and CIB. This 345 kV transmission line twins an existing line from Nova Scotia to New Brunswick and will enable the expansion and integration of new renewable energy into both provinces’ grids. All 13 Mi’kmaw communities in Nova Scotia and all nine Mi’gmaq First Nation communities in New Brunswick are equity partners in this project. With its innovative project structure and financing from CIB, this critical infrastructure project will help address intermittent supply and increase ability to move renewable power across borders while reducing cost impacts to customers. Tampa Electric installed an additional 150 megawatts of solar generation, bringing their total to 1,505 megawatts. These solar investments continue to reduce exposure to volatile fuel costs and deliver real savings for customers. The Maritime Link remained a critical piece of Nova Scotia’s clean-energy system in 2025. Continuing its excellent operational performance with 100 per cent monopole availability, the Maritime Link delivered 2 TWh of clean hydroelectricity to Nova Scotia in 2025, serving approximately 19 per cent of Nova Scotia Power’s energy requirements for the year. Emera began trading on the New York Stock Exchange, complementing its TSX 60 listing and broadening access to U.S. investors. NYSE trading commenced on May 28, 2025, marking a milestone in Emera’s North American profile. These achievements carried our momentum throughout the year. Operationally, 2025 was a year of record investment in our systems to meet demands today and into the future. Teams across Emera advanced significant investments in grid modernization, clean energy, resilience, and reliability—paced deliberately to balance system needs and cost impact to customers. In Florida, Peoples Gas achieved a constructive rate case outcome, providing regulatory clarity to continue investing EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 5
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices in system expansion and resilience to deliver this important and reliable energy source to a growing number of customers. In Nova Scotia, Nova Scotia Power filed a consensus 2026-2027 General Rate Application (GRA), a uniquely customer-focused, open-book approach of engaging with customer representatives before a regulatory filing, to collectively discuss and agree upon the balance of the pace of critical reliability investments with rate impacts. Following a fulsome hearing process, a decision from the Nova Scotia Energy Board is pending. We also made meaningful steps toward completing the sale of New Mexico Gas Company to proposed purchaser Bernhard Capital Partners. A hearing with the New Mexico Public Regulation Commission was held in November 2025. We now await the final decision from the Commission, with closing anticipated in the first half of 2026. Safety and Security Safety remains our highest priority at Emera. It guides our decisions and is the standard we hold ourselves to every day. While we saw progress in several safety measures in 2025—our total recordable injury rate and lost time injury frequency rate decreased by 17 per cent and two per cent for the year, respectively—we also recognize where continuous improvement is needed. In January 2025, Tampa Electric experienced a workplace fatality. This tragic incident has reinforced the relentless rigour required in our safety practices, highlights the importance of making safety central to every decision, and will be an important contributor to our continuous effort to improve our safety performance and ensure everyone returns home safely, every day. Safety at Emera also extends beyond physical operations to the protection of our systems, data, and customers. Cybersecurity is a growing global challenge across all industries, including critical infrastructure. In 2025, Nova Scotia Power experienced a sophisticated cyber incident. This incident was managed through established response protocols in conjunction with relevant authorities, and the teams have worked tirelessly to restore the impacted systems. This event has further strengthened our cybersecurity approach across all our companies. Governance Emera’s Board of Directors provided steady and disciplined guidance throughout the year, ensuring the company remained focused on long-term value, financial resilience, and responsible growth. The Board continues to demonstrate effective oversight in monitoring strategy, enterprise risk, and capital allocation as Emera delivered record performance and advanced substantial investments in reliability and clean energy. In September 2025, we welcomed Isabelle Courville to the Board. As the former President of Hydro-Québec Distribution and Hydro-Québec TransÉnergie, Isabelle brings a rich history of energy industry experience. Her extensive background as a board director in both public and private sectors, along with her leadership track record, makes her an exceptional addition to Emera’s Board. We would also like to acknowledge that Brian Porter will not be standing for re-election at the 2026 AGM—we thank him for his service and contributions. Additionally, in January 2026, Jackie Sheppard completed her transition from the Board. Ms. Sheppard was Chair from 2014 2025, and during her tenure provided strong leadership through a period of significant expansion for Emera, including the acquisition of TECO in 2016, a transaction that doubled the size of the company, and the successful completion of the Maritime Link project. We are grateful for her service and dedication. Cybersecurity and digital resilience continued to be areas of focus for the Board in 2025. Threats, like the cyber incident at Nova Scotia Power, are becoming increasingly complex across all sectors, with critical infrastructure, including utilities, being a frequent target. Emera’s Board continues to oversee cybersecurity practices across all operating companies, and this incident reinforces the importance of sustained vigilance. As Emera advances broader digital transformation initiatives—including rapidly evolving areas such as AI governance and cybersecurity risk—the Board remains committed to providing strong oversight and stewardship to support system reliability, operational efficiency, and long-term resilience. Looking ahead, the Board will maintain disciplined oversight of planning and risk as management executes strategy. This includes a continued focus on regulatory engagement, protecting customer affordability, cybersecurity and AI governance, financial stability, and ensuring long-term system reliability. Financial Results Emera delivered a year of strong financial performance in 2025—driven by disciplined execution across our businesses and a clear focus on long-term value creation. We surpassed an annual adjusted net income(1) of $1 billion for the first time, and delivered record adjusted earnings per share(1) at $3.49—a 19 per cent increase from 2024—reflecting the strength of our portfolio and the effectiveness of our strategy. Shareholders saw the impact of that performance, with Emera’s total shareholder return (TSR) among the best in the industry at 31.9 per cent in 2025. Since March 29, 2018(2), Emera has delivered an average annual 12.1 per cent TSR—outperforming the S&P/TSX Capped Utilities Index (10.1 per cent) and the S&P US Utilities Index (11.2 per cent)—demonstrating our ability to deliver competitive shareholder value through multiple market cycles. 6 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Credit outlooks moved to stable with S&P and Fitch—a reflection of progress in strengthening our balance sheet and funding our capital plan with discipline. This recognition also aligns with predictable cash flows from our regulated utilities and reinforces market confidence in our financial health. We extended our average annual adjusted EPS growth target of 5 7 per cent through 2030(3), in line with our 7 8 per cent average annual rate-base growth(3) outlook over the same period. This reflects our confidence in the strength of our business, the resilience of our regulated portfolio, and sustained drivers of rate base growth. Our commitment to reliability for investors continues. 2025 marked our 19th consecutive year of dividend growth—an achievement that speaks to Emera’s consistency and predictability. We remain focused on sustaining this performance as we continue to execute strategy and invest for long-term value. 2026 Annual Meeting On behalf of Emera’s Board of Directors and management team, we are pleased to invite you to our 2026 Annual General Meeting (AGM) of Shareholders on May 21, 2026, at 2:00 p.m. (Atlantic time) via live webcast. This meeting will allow for shareholder interaction including direct shareholder engagement opportunities like voting and a chance to have your questions answered by Emera’s Board Chair and CEO. As a shareholder, there are several ways to ask questions during the virtual meeting. You can ask questions in real-time, either verbally or in writing via the online meeting platform. You can also send questions in advance of the meeting to AGM@emera.com or to the mailing address below. Details on how to participate in the meeting, vote and submit questions are available on page 11 of this Circular and on our website: emera.com/investors. We strongly encourage you to take advantage of the option to vote in advance by proxy. Information on how to do so can be found on page 13 of this Circular. If you have any questions regarding the Annual General Meeting of Shareholders, please contact Brian Curry, Corporate Secretary, Emera: Mail P.O. Box 910, Halifax, Nova Scotia, B3J 2W5 Phone 1-800-358-1995 from anywhere in North America Email AGM@emera.com Thank You We welcome feedback from our shareholders and are committed to continuing to offer meaningful ways to connect with us. As you review this Circular, we encourage you to participate in our upcoming AGM and exercise your right to vote. Your perspectives help guide our work, and your vote ensures your views are reflected in the decisions that shape Emera’s future. On behalf of the Board and management team, thank you for the trust and confidence you continue to place in Emera. We remain well-positioned as we move through 2026, focused on delivering long-term value while continuing to grow responsibly for the customers and communities we serve. We look forward to building on this momentum together. Karen Sheriff Scott Balfour Chair, Board of Directors, President and Chief Executive Officer, Emera Inc. Emera Inc. (1) Adjusted net income and adjusted EPS are a non-GAAP measure and non-GAAP ratio, respectively, which do not have standardized meaning under USGAAP. For more information and a reconciliation to the nearest GAAP measure, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2025 MD&A. (2) Date Scott Balfour began as CEO of Emera Inc. (3) Uses 2024 as a base year. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 7
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Notice of Emera’s 2026 Annual Meeting of Shareholders WHEN: Thursday, May 21, 2026, 2:00 p.m. (Atlantic time) WHERE: Via live webcast at https://meetings.lumiconnect.com/400-528-394-021 Password: emera2026 (case sensitive) The virtual only meeting format is accessible, transparent and interactive. Shareholders’ opportunity to participate will be comparable to attending an in-person meeting. AGENDA: The meeting will cover the following items of business: 1. Receiving the audited financial statements for the year ended December 31, 2025 and the Auditors’ report thereon; 2. Electing Directors to serve until the next Annual Meeting of Shareholders; 3. Appointing auditors; 4. Authorizing the Directors to establish the auditors’ fee; 5. Considering an advisory resolution on the Company’s approach to executive compensation; 6. Approving an amendment to the Company’s Employee Common Share Purchase Plan; 7. Approving an amendment to the Company’s Senior Management Stock Option Plan; and 8. Transacting any other business that properly comes before the meeting. The accompanying Management Information Circular provides detailed information on these items. WHO: Emera shareholders as of close of business on March 25, 2026 (the “Record Date”) have the right to receive notice of and vote at the meeting or any adjournment. HOW TO VOTE: Participate and vote your shares in real time during the meeting by visiting https://meetings.lumiconnect.com/400-528-394-021, using password emera2026 (case sensitive). Please note, only registered shareholders and duly appointed proxyholders can vote at the meeting. For more information about how to vote during the meeting, please see the accompanying Management Information Circular. You can also vote in advance of the meeting by: Mailing your proxy or voting instruction form using the postage-paid, pre-addressed envelope provided. Voting by telephone or via internet (see the proxy or voting instruction form). Proxies must be received before 5:00 p.m. Atlantic time on Tuesday, May 19, 2026, or, if the meeting is adjourned, or postponed, 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. For more information about how to vote, please read the Voting Information section in the Management Information Circular. QUESTIONS: If you have any questions about the information contained within the Management By order of the Board of Directors, Information Circular, please contact us by: Mail: Corporate Secretary, Emera Incorporated, P.O. Box 910, Halifax, Nova Scotia B3J 2W5 Telephone: 1-800-358-1995 (anywhere in North America) Email: AGM@emera.com. Brian C. Curry Corporate Secretary 8 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Management Information Circular All information is as of March 19, 2026 (unless otherwise noted) You are receiving Emera’s Management Information Circular (the “Circular”) because you held common shares of Emera Incorporated (TSE/NYSE: EMA) as of March 25, 2026 (the “Record Date”). As such, you are entitled to receive notice of and vote at our Annual Meeting of Shareholders (the “Meeting” or “Annual Meeting”) which is being held virtually on Thursday, May 21, 2026 at 2:00 p.m. Atlantic time. Only shareholders of record at the close of business on the Record Date can vote. Each common share owned as of the Record Date entitles the holder to one vote on each of the voting items at the Meeting. To the knowledge of the Directors and Officers of the Company, as of the date of this Circular, no person owned or exercised control over more than 10 per cent of the outstanding common shares of the Company and 305,783,111 common shares were issued and outstanding. In this Circular: we, us, our, Company and Emera mean Emera Incorporated; you, your and shareholder refer to holders of Emera common shares; shares and Emera shares mean common shares of Emera, unless otherwise indicated; “Board of Directors” or “Emera’s Board” or the “Board” means the Board of Directors of Emera Incorporated, unless otherwise indicated; all dollar amounts are in Canadian dollars, unless indicated otherwise; all these share prices are based on the Toronto Stock Exchange (TSX) and shown in Canadian Dollars (CAD); and all information is as of March 19, 2026, unless otherwise noted. Meeting Materials and Notice and Access Canadian securities rules called “Notice and “Access” permits us to provide electronic access to this Circular and the 2025 Annual Report (the “Meeting Materials”) instead of sending paper copies. We are sending Meeting Materials to registered shareholders and non-registered (beneficial) shareholders using Notice and Access. The notice also provides instructions on voting by proxy at the Meeting and how to request a paper copy of the Meeting Materials. Notice and Access provides quicker access to the Meeting Materials and reduces the amount of paper distributed in connection with the Meeting. Shareholders who have previously provided instructions to receive paper copies of Meeting Materials have been sent a paper copy in addition to the notice regarding their electronic availability. Solicitation of Proxies This Circular is being provided in connection with the solicitation of proxies by the Board of Directors and management of Emera for use at the Meeting. All shareholders have received a proxy or voting instruction form. The solicitation of proxies will be primarily by mail although proxies may also be solicited by telephone, facsimile or email, in writing or in-person, by directors of the Company (“Directors”), Officers or other employees or agents of the Company. The Company has retained Laurel Hill Advisory Group (“Laurel Hill”) as its proxy solicitation agent in connection with the meeting. Laurel Hill will monitor the number of shareholders voting and may contact shareholders by telephone, email and other permitted means to remind shareholders to vote and to answer questions about voting procedures. Emera will bear the costs of this solicitation, including Laurel Hill’s fees and related expenses. The cost of their services is covered by Emera and is not anticipated to exceed $50,000. Your vote is important. We encourage all shareholders to review this Circular carefully prior to exercising their vote. Details on how to vote are included on page 12. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 9
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 1. Annual Meeting of Shareholders This section includes everything you need to know about your participation in the meeting and the voting process. In This Section 1.1 Voting Information 11 1.2 Business of the Meeting 16 1.3 Director Nominees 19 1.4 Additional Information 32 10 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 1.1 Voting Information Meeting Details Emera’s 2026 Annual Meeting is a virtual-only meeting, with a live video feed of the Company’s representatives and options for interactive shareholder participation. You can participate in the Meeting online with your smartphone, tablet or computer by going to https://meetings.lumiconnect.com/400-528-394-021, using password: emera2026 (case sensitive). The format of the Meeting is designed to help ensure that as a shareholder, your access and participation is comparable to attending an in-person meeting. While you will not be able to attend in-person, the technology platform to be used for the Meeting facilitates virtual shareholder access, voting and participation. The Meeting will include a live video feed of the Company representatives. Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be able to vote in real time and ask questions, similar to if they were attending the Meeting in-person. Emera is holding the Meeting in a virtual-only format to support broader shareholder accessibility and participation. The Meeting platform permits registered shareholders and duly appointed proxyholders to vote in real time, ask questions verbally or in writing, and hear responses from Company representatives, similar to an in-person meeting. The virtual platform to be used will help promote effective, transparent and interactive communication between shareholders and Company representatives We recommend logging in online at least 15 minutes prior to the start of the Meeting. To help ensure that any vote you cast at the Meeting is recorded, make sure that you are connected to the internet at all times. It is your responsibility to ensure internet connectivity for the duration of the Meeting. Please ensure you use the latest versions of Chrome, Safari, Edge or Firefox (please do not use Internet Explorer). Please note that internal network security protocols, including firewalls and VPN connections, may block access to the virtual meeting technology. If, during the Meeting, participants experience any difficulty connecting, they should ensure their VPN setting is disabled or use their computer on a network that is not restricted to security settings of a participant’s organization. Shareholders are encouraged to vote in advance of the Meeting as described below under the heading How to Vote in Advance, particularly if they are unsure of their ability to remain connected to the internet for the duration of the Meeting. Who Do I Contact If I Cannot Log Into the Meeting? The webcast will be open in advance of the Meeting to allow registered shareholders and duly appointed proxyholders time to test access and ensure ability to participate. If you have any difficulties logging in to the Meeting online, please contact Lumi’s online shareholder meeting email support via the address: support-ca@lumiglobal.com. Voting You are eligible to receive notice of and vote at the Meeting if you are a shareholder as at the close of business on March 25, 2026 (the “Record Date”). As explained below, you can vote in advance or during the Meeting. The voting process differs depending on whether you are a registered shareholder or a non-registered (beneficial) Shareholder. Registered shareholders If your shares are registered in your own name, then you are a registered shareholder. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 11
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Non-registered or Beneficial Shareholders If your shares are held through an intermediary, such as a securities brokers, trustee or financial institution, then you are a non-registered or beneficial shareholder. For example, if an account statement is provided to you by a broker, then it is likely that those shares will not be registered in your name and are instead registered under the broker’s name or under the name of an agent of the broker such as CDS Clearing and Depository Services Inc., the nominee for many Canadian brokerage firms, or its nominee. Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) can participate in and vote at the Meeting in real time. Non-registered (beneficial) shareholders who do not appoint themselves as proxyholder may still attend the Meeting as guests. Guests can listen to and view the live video feed of the Meeting but will not be able to vote at the Meeting or ask questions. How to Vote During the Meeting Registered Shareholders and Proxyholders Registered shareholders can participate at the Meeting by logging in to https://meetings.lumiconnect.com/400-528-394-021, entering their Control Number as their username and using the password: emera2026 (case sensitive). If you are a registered shareholder and have appointed a proxyholder to act on your behalf at the Meeting (other than a Named Proxyholder, as described below), you must register your proxyholder before the proxy cut-off deadline. Once your proxyholder has been registered, they will receive a Control Number from TSX Trust Company (“TSX Trust”) to access the virtual meeting. If you do not register your proxyholder, your proxyholder will not receive a Control Number to log into the Meeting. For additional information on appointing a proxyholder, please see How to Vote in Advance Registering Your Proxyholder below. Proxyholders for all shareholders can participate in the Meeting by logging in in the same manner as for registered shareholders (as described above) and entering the Control Number provided to the proxyholder by TSX Trust. Non-Registered (Beneficial) Shareholders Non-registered (beneficial) shareholders wishing to participate in the Meeting must: 1. Appoint themselves as proxyholder. 2. Register themselves as proxyholder. 3. Access the meeting as a proxyholder using the Control Number received after registering as a proxyholder. If you do not register yourself as proxyholder, you will not receive a Control Number to log into the Meeting. The Control Number included in any voting instruction form sent to you will not enable you to log in to the Meeting. A new Control Number will be needed to log in, and one will be issued to you upon registering yourself as a proxyholder. To appoint yourself as a proxyholder, follow the instructions in the form of proxy or voting instruction form sent to you by your intermediary. In most cases, you can insert your own name in the form of proxy or voting instruction form, sign it and return it in the envelope provided, or you can make the appointment online. Do not complete the voting instructions, as you will be voting at the Meeting. However, many non-registered (beneficial) shareholders located in the United States will need to: (i) send a request to their intermediary or its agent to send them a legal proxy appointing them as proxyholder; and (ii) promptly, following receipt of the legal proxy, submit the legal proxy to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON, M1S 0A1 prior to the proxy cut-off at 5:00 p.m. Atlantic time on Tuesday, May 19, 2026. Once a non-registered (beneficial) shareholder has been appointed a proxyholder and has registered as proxyholder, they will receive a Control Number from TSX Trust to access the Meeting. The non-registered (beneficial) shareholder should follow the instructions under Registered Shareholders and Proxyholders above to log in to the virtual meeting as a proxyholder. 12 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Securities regulation requires brokers or agents to seek voting instructions from non-registered (beneficial) shareholders in advance of the Meeting. Brokers or agents can only vote if instructed to do so by the non-registered (beneficial) shareholder. As such, if you are a non-registered (beneficial) shareholder, your broker or agent (or their agent, Broadridge) will provide you with a voting instruction form or form of proxy for the purpose of obtaining your voting instructions. This is to be completed and returned in the envelope provided. In addition, both telephone voting and internet voting as described on the voting instruction form can be used to vote or to appoint your proxyholder. Note that proxyholders (including a non-registered (beneficial) shareholder wishing to appoint themselves as proxyholder), other than the named proxyholders described below, cannot be appointed by telephone. Please note that if you are a Non-Registered (Beneficial Owner) receiving a voting instruction form or proxy from a broker or agent, you cannot use that proxy to vote at the Meeting. To vote at the Meeting, the voting instruction form or proxy must be returned as instructed by the broker well in advance of the Meeting (with sufficient time (typically at least 24 hours) for your intermediary to act on your instructions before the proxy cut-off). If you wish to attend virtually and vote at the Meeting, follow the instructions for doing so provided by your broker or agent. Can I Ask Questions at the Meeting? We are committed to transparent and interactive communication during the Meeting. The virtual platform to be used for the Meeting facilitates shareholder inclusion and participation. Virtual attendees will have substantially the same opportunities to participate as if attending in-person. During the Meeting, registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder) will be able to ask questions either verbally or in writing via the online Meeting platform. Questions being asked aloud will be asked directly by the registered shareholder or duly appointed proxyholder and heard by all Meeting participants. Written questions received from shareholders will be read aloud by the chair of the Meeting or a representative of Emera. Questions will be responded to by a representative of Emera at the applicable point in the Meeting or during the question-and-answer session. The meeting will also include a live video feed of the Company’s representatives, enabling registered shareholders and duly appointed proxyholders to watch them as they respond to questions. The chair of the Meeting will decide the amount of time allocated to each question and will have the right to limit or consolidate questions from shareholders to help ensure as many shareholders as possible will have the opportunity to ask questions. We do not intend to address questions that: Are irrelevant to the business of the meeting or to Emera’s operations; Are related to personal grievances; Are related to non-public information about Emera; Constitute derogatory references to individuals or that are otherwise offensive to third parties; Are repetitious or have already been asked by other shareholders or proxyholders; Are in furtherance of a shareholder’s or proxyholder’s personal or business interest; or Are out of order or not otherwise appropriate as determined by the chair of the Meeting in their reasonable judgement. Votes and voting instructions will be tabulated by the Company’s transfer agent, TSX Trust Company, acting as scrutineer for the Meeting. Final voting results will be reported following the Meeting and filed in accordance with applicable securities law requirements. How to Vote in Advance of the Meeting The Company offers a variety of ways to vote prior to the Meeting. You can appoint a proxyholder in advance of the Meeting to attend the Meeting and vote your shares for you. You can do so by following the instructions on your proxy or voting instruction form. You can also vote in advance online, by telephone, smartphone or by completing your voting instruction form or proxy form and returning it by mail, fax or email. Laurel Hill may contact certain non-registered (beneficial) shareholders to assist in exercising their voting rights directly by telephone via Broadridge Investor Communications Corporation’s QuickVote® service. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 13
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Registering Your Proxyholder Registered shareholders and non-registered (beneficial) shareholders wishing to appoint a proxyholder to participate virtually in the Meeting (including non-registered (beneficial) shareholders wishing to appoint themselves as proxyholder to participate in the Meeting) and who have validly appointed a proxyholder (including non-registered (beneficial) shareholders wishing to appoint themselves as proxyholder) must then contact TSX Trust, Emera’s registrar and transfer agent, before the proxy cutoff deadline at 5:00 p.m. Atlantic time on Tuesday, May 19, 2026 to obtain a new Control Number to use to access the virtual meeting by: (i) calling: 1-866-751-6315 (within North America); or 1-416-682-3860 (Outside of North America); or (ii) going to TSX Trust’s website at https://www.tsxtrust.com/control-number-request to request the Control Number by completing an electronic form. This form, once completed and submitted online, will generate a message to TSX Trust to send the Control Number to the designated proxyholder. If you do not validly appoint and then register your proxyholder (including non-registered shareholders wishing to appoint themselves as proxyholder) by the proxy cut-off deadline as described above, then your proxyholder will not be able to attend and vote at the meeting on your behalf. Shareholder Proxy Materials These materials are being sent to both registered and non-registered (beneficial) shareholders. Please return voting instructions as specified in the request for voting instructions. Emera will bear the costs of delivering shareholder proxy materials and the request for voting instructions, as applicable, to registered shareholders and non-registered (beneficial) shareholders, including non-registered (beneficial) shareholders who object to their name and address being given to the Company. Appointment and Revocation Of Proxies The persons named as proxyholders in the enclosed proxy form are Karen H. Sheriff, Chair of the Board, Scott C. Balfour, President and Chief Executive Officer (“CEO”), and Brian C. Curry, Corporate Secretary of the Company, each with full power of substitution (collectively, the “Named Proxyholders” and individually a “Named Proxyholder”). For a vote by proxy or voting instruction form to be counted, it must be received before 5:00 p.m. Atlantic time on Tuesday, May 19, 2026, or if the meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. Please note that non-registered (beneficial) shareholder must provide their voting instructions to their intermediary in advance of this deadline so that the intermediary may act on the voting instructions. The Company reserves the right to accept late proxies and to waive the proxy cut-off with or without notice but is under no obligation to accept or reject a late proxy. For Canadian residents, a postage-paid, pre-addressed envelope is provided for this purpose. You may vote by proxy or voting instruction form via mail, the internet or telephone by following the instructions on your form of proxy or voting instruction form. Completion of a proxy gives discretionary authority to the proxyholder to vote as they see fit in respect of amendments to matters identified in the Notice and other matters that may properly come before the Meeting or any adjournment or postponement thereof, whether or not the amendment or other matter that comes before the Meeting is, or is not, routine and whether or not the amendment or other matter that comes before the Meeting is contested. Management of the Company is not aware of any amendments or other matters to be presented for action at the Meeting. 14 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices If you appoint a Named Proxyholder as your proxy, they will vote or withhold from voting, in accordance with your directions. If you do not specify how you want your shares voted, they will vote “FOR” the: Election of each of the Director Nominees named in this Circular; Appointment of Ernst & Young LLP as Auditors; Authorization of the Directors to establish the Auditors’ fee; Advisory resolution on the Company’s approach to executive compensation; Approval to amend the Company’s Employee Common Share Purchase Plan; and Approval to amend the Company’s Senior Management Stock Option Plan. They will vote in accordance with their best judgement if any other matters are properly brought before the Meeting. You may appoint any other person (who need not be a shareholder) to represent you at the Meeting by inserting that person’s name in the space provided on the proxy or voting instruction form. That person is your proxyholder and must participate and vote at the Meeting for your vote to count. You will also need to register this person with TSX Trust; see Registering Your Proxyholder above. You may revoke your proxy by providing new voting instructions in a new proxy or voting instruction form with a later date, or at a later time if you are voting on the internet or by telephone. Any new voting instructions, however, will only take effect if received before the proxy cut-off deadline of 5:00 p.m. Atlantic time on Tuesday, May 19, 2026, or if the meeting is adjourned or postponed, 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. You may also revoke your proxy without providing new voting instructions by giving written notification addressed to Mr. Brian C. Curry, Corporate Secretary, P.O. Box 910, Halifax, Nova Scotia B3J 2W5, no later than the last business day preceding the day of the Meeting or preceding the day of any postponement or adjournment thereof or to the chair of the Meeting on the day of the Meeting or the day of any postponement or adjournment thereof or in any other manner permitted by law. If your new voting instructions (including the appointment of a new proxyholder) are received after the proxy cut-off deadline described above, they may only be effective to revoke your previously provided instructions. Similarly, registered shareholders may participate in the Meeting and vote their shares and, if they do so, any voting instructions previously given by such persons for such shares will be revoked. Restriction on Share Ownership and Voting Under Nova Scotia legislation, no Emera shareholder may own or control, directly or indirectly, more than 15 per cent of the outstanding voting shares. This restriction may be enforced by limiting non-complying shareholders’ voting rights (including by disqualifying or deeming votes to have not been cast by such non-complying shareholders), dividend rights and transfer rights. Shareholders may be required, at any time, to furnish a statutory declaration to verify the number of shares held to ensure compliance with this restriction. If you have any questions about the share ownership and voting restriction, please contact the Corporate Secretary. Quorum and Approval Requirements A quorum for the Meeting is three members personally present and entitled to vote and holding or representing by proxy not less than twenty-five percent of such of the issued and outstanding shares of the Company as confer upon the holders thereof the right to vote at such meeting. Each matter to be voted on at the Meeting will be approved if it receives the required level of support under applicable law and Emera’s constating documents. Unless otherwise indicated, approval generally requires a majority of votes cast by shareholders entitled to vote on the matter. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 15
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 1.2 Business of the Meeting Our consolidated financial statements for the year ending December 31, 2025, will be presented at the Meeting together with the report of the Auditors. These consolidated financial statements are contained in our 2025 Annual Report. You will find a copy of our 2025 Annual Report on our website (www.emera.com) and on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov). You will also have the opportunity to vote on the following items: 1. Election of the Board of Directors: There are 11 nominees proposed for election as Directors at the Meeting. The nominees are: Scott C. Balfour B. Lynn Loewen James V. Bertram Ian E. Robertson Isabelle Courville Karen Sheriff (Chair of the Board) Henry E. Demone Jochen E. Tilk Paula Y. Gold Williams Carla M. Tully Kent M. Harvey Information about each of the Director nominees can be found under Director Nominees in this Circular. For information about the process for nominating Directors, see Nomination of Directors and Director Recruitment Process in the Corporate Governance section of this Circular. All nominees are experienced Directors and currently serve on the Board(1). Each nominee has indicated their willingness to continue to serve as a Director. Each Director elected at the Meeting will hold office until the next annual meeting of shareholders. The Named Proxyholders intend to vote proxies received “FOR” the 11 nominees unless a shareholder instructs otherwise in their proxy. The Board of Directors recommends you vote FOR the election of each of the 11 Director nominees. 2. Appointment of Auditors: The Audit Committee has assessed the performance and independence of Ernst & Young LLP (“EY”) and, on the recommendation of the Audit Committee, the Board of Directors recommends that EY be re-appointed as auditor of the Company and serve until the next Annual Meeting. The independence of the auditors is of utmost importance to the Board of Directors. Consistent with best practices and their mandate, the Audit Committee annually reassesses the performance and independence of the auditors, with a comprehensive review conducted every five years (the last comprehensive review having been conducted in 2022 and the next planned for 2027). These reviews align with the recommendations of the Chartered Professional Accountants of Canada (“CPA Canada”), the Canadian Public Accountability Board (“CPAB”) and the Institute of Corporate Directors. CPA Canada and CPAB recommend periodic comprehensive reviews as the preferred alternative to mandatory firm rotation or re-tendering to address the threat of institutional familiarity and to enhance audit quality. To help ensure independence, the Audit Committee also reviews and pre-approves any non-audit services to be provided by EY and has a policy restricting the hiring by the Company of former EY partners and employees. In recommending the appointment of auditors, the Audit Committee considers the benefits and risks of auditor tenure and the controls and processes in place to help ensure the auditor’s independence, such as mandatory partner rotations. The lead audit partner with EY is rotated at least every five years. A new lead audit partner was selected in 2025 and commenced their rotation in 2026. EY has been Emera’s auditors since 1998. However, until 2018, PricewaterhouseCoopers served as auditors for Tampa Electric Company, Peoples Gas System, Inc. and New Mexico Gas Company, which together represent more than 71 per cent of the Company’s total assets at the end of 2025. In addition, until 2012, Grant Thornton, LLP served as auditors for Nova Scotia Power Incorporated. In 2017, the Company initiated a competitive process for external audit services. The process was overseen by the Audit Committee, which selected EY as auditors for Emera’s full business starting in 2018. (1) Brian J. Porter is currently serving on the Board but is not standing for re-election at the Meeting. 16 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The recommendation to appoint EY as auditor for 2026 is based on the comprehensive review of EY’s performance conducted by the Audit Committee in 2022 and an updated annual review by the Audit Committee. The Audit Committee completed an annual review in 2025, prior to making its recommendation. At the 2025 Annual Meeting, 94.95 per cent of the votes (136,418,940) were FOR the appointment of EY as the Company’s auditor and 5.05 per cent of the votes (7,251,232) were WITHHELD. The Named Proxyholders intend to vote proxies received “FOR” the appointment of EY as auditors of the Company, to hold office until the close of the next Annual Meeting, unless a shareholder specifies their shares be withheld from voting. The Board of Directors recommends you vote for the appointment of Ernst & Young LLP as auditors of the Company. 3. Auditors’ Fee: The Company is incorporated under the Nova Scotia Companies Act. Shareholder approval of the authorization of Directors to establish the Auditors’ fee is required pursuant to the Companies Act. The Audit Committee reviews the nature and amount of non-audit services annually to support auditor independence and confirms that such services are compatible with maintaining independence. The fees to be paid to the Auditors are reasonable and reflective of market rates for services performed by audit firms. The aggregate fees billed by EY, during the last two fiscal years ended December 31, 2025 and December 31, 2024, were as follows: Service fee 2025 ($) 2024 ($) Audit fees(1) $7,237,801 $5,689,398 Audit-related fees(2) 1,001,206 240,080 Tax fees(3) 292,101 323,252 All Other Fees Total $8,531,108 $6,252,730 (1) The Auditors’ fees for the 2023 through 2025 period were based on a three-year audit fee proposal subject to auditor appointment and audit fee approval each year. The Auditors’ fees are reflective of market rates for professional services. (2) Audit-related fees for Emera relate to fees associated with agreed-upon procedures over rate-case filings and the audit of pension plans. Audit-related fees for 2025 also include fees incurred for additional work performed in preparation of Emera’s first integrated audit required under the Sarbanes-Oxley Act in 2026. (3) Tax fees for Emera relate to tax compliance services and general tax consulting advice on various matters. The Named Proxyholders intend to vote proxies received “FOR” the authorization of Directors to establish the Auditors’ fee for 2026, unless a shareholder instructs otherwise in their proxy. The Board of Directors recommends that you vote FOR the authorization of Directors to establish the Auditors’ fee for 2026. 4. Advisory Vote on Executive Compensation (“say on pay”): You will be asked to consider and approve, on an advisory basis, the resolution stated below on Emera’s approach to executive compensation as disclosed in this Circular. This advisory vote forms an important part of the ongoing process of engagement between shareholders and the Board on executive compensation. At the 2024 and 2025 Annual Meetings, Emera’s approach to executive compensation was approved with 95.12 per cent in 2024 and 95.90 per cent in 2025, respectively, of the votes cast “FOR” the advisory resolution on executive compensation. Our executive compensation programs are designed to attract, retain, motivate and reward high-calibre leaders to deliver strong performance in alignment with Emera’s corporate strategy and to create and sustain shareholder value. Programs are designed to reflect a blend of short- and long-term incentive plans to reflect our pay-for-performance philosophy and to provide for a significant portion of an executive’s compensation to be at risk, while aligning the structure of programs and payouts with sound risk management and good governance principles. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 17
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The Board, through the Management Resources and Compensation Committee (“MRCC”), has directed and reviewed the contents of the Statement of Executive Compensation in this Circular and has unanimously approved it as part of the MRCC’s report to you. As our shareholder, on an advisory basis, you have the opportunity to vote “FOR” or “AGAINST” our approach to executive compensation through the following resolution: “RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s Management Information Circular delivered in advance of the 2026 Annual Meeting of Shareholders of Emera Incorporated.” Since your vote is advisory, it will not be binding on the Board; however, the Board, and particularly the MRCC, will seriously consider the outcome of the vote and may communicate with certain shareholders as a follow-up matter as part of its ongoing review of executive compensation. At the 2025 Annual Meeting, 95.90 per cent of the votes (137,137,973) were FOR the Company’s approach to executive compensation and 4.10 per cent of the votes (5,868,770) were AGAINST. The Named Proxyholders intend to vote proxies received “FOR” the non-binding advisory resolution on executive compensation, unless otherwise instructed. The Board of Directors recommends you vote FOR the non-binding advisory resolution on executive compensation. 5. Employee Common Share Purchase Plan Amendment: To consider and if thought appropriate, to pass an ordinary resolution (the full text of which is produced in Appendix A of this Circular) ratifying, confirming and approving an increase in the maximum number of common shares reserved for issuance under the Company’s Employee Common Share Purchase Plan from 7,000,000 common shares to 12,000,000 common shares (an increase of 5,000,000 common shares). For more information about this amendment of the Employee Common Share Purchase Plan, see Amendment to the Employee Common Share Purchase Plan in the Statement of Executive Compensation later in this Circular. The Named Proxyholders intend to vote proxies received “FOR” the amendment to the Employee Common Share Purchase Plan, unless otherwise instructed. The Board of Directors recommends that you vote FOR the amendment to the Employee Common Share Purchase Plan. 6. Senior Management Stock Option Plan Amendment: To consider and if thought appropriate, to pass an ordinary resolution (the full text of which is produced in Appendix B of this Circular) ratifying, confirming and approving an increase in the maximum number of common shares reserved for issuance under the Company’s Senior Management Stock Option Plan (the “Stock Option Plan”) from 14,698,259 common shares to 18,198,259 common shares (an increase of 3,500,000 shares). The Stock Option Plan is an important part of the Company’s long term incentive program for senior management. The amendment to increase the reserve, if approved, would replenish the inventory of common shares available for issuance under the Stock Option Plan which would otherwise be exhausted by the Company for the 2027 grants. This increase will allow for a sufficient reserve balance to be maintained, based on granting an approximate average of 6,000 options per year, for the next five years. For more information about this Amendment of the Stock Option Plan, see Amendments to Senior Management Stock Option Plan in the Statement of Executive Compensation later in this Circular. The Named Proxyholders intend to vote proxies received “FOR” the amendments to the Senior Management Stock Option Plan, unless otherwise instructed. The Board of Directors recommends that you vote FOR the amendment to the Senior Management Stock Option Share Plan. 18 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 1.3 Director Nominees There are 11 individuals nominated to serve on the Board. The Board is led by an independent Board Chair and all Director Nominees, except Mr. Balfour, are considered by the Board to be independent under applicable securities rules. Mr. Balfour is not considered independent because he is also the President and CEO of the Company. For more information about the Company’s definition of independence, see Director and Chair Independence in the Corporate Governance section of this Circular. The Directors nominees are all experienced directors and represent a mix of age, tenure and gender and geographic mix. The information below provides an overview of the Director nominees and a snapshot of the composition of the Board based on their election at the Meeting. Director Nominees at a Glance % Votes in favour 2025 Name(1) Age Independent Residency at 2025 AGM Board meetings (4) Committees (5) Scott C. Balfour(1) 61 No Canada 99.68 100% N/A Director since 2018 James V. Bertram 70 Yes Canada 99.63 100% MRCC Director since 2018 NCGC Isabelle Courville(2) 63 Yes Canada N/A 100% AUDIT Director since MRCC September 2025 Henry E. Demone 71 Yes Canada 97.11 100% MRCC (Chair) Director since 2014 NCGC Paula Y. Gold-Williams 63 Yes United States 99.64 100% Audit Director since 2022 MRCC Kent M. Harvey 68 Yes United States 99.13 100% Audit (Chair) Director since 2017 SRC B. Lynn Loewen 65 Yes Canada 96.95 100% Audit Director since 2013 NCGC Ian E. Robertson 66 Yes Canada 99.73 100% SRC (Chair) Director since 2022 Audit Karen H. Sheriff (3) 68 Yes Canada 99.36 100% Board (Chair) Director since 2021 Jochen E. Tilk 62 Yes Canada 98.93 100% NCGC (Chair) Director since 2018 MRCC SRC Carla M. Tully 53 Yes United States 99.74 100% Audit Director since 2024 SRC (1) Mr. Balfour, as President and CEO, does not serve as a member of any Committee but attends all Committee meetings. (2) Ms. Courville was appointed to the Board of Directors effective September 17, 2025 and has attended all Board meetings since that date. She was appointed to the Audit Committee and the Management Resources and Compensation Committee effective November 13, 2025 and has attended all meetings of those committees since that date. (3) Ms. Sheriff was appointed as Chair of the Board of Directors effective February 21, 2025. As Chair of the Board, she is no longer a member of any Board Committees but attends all Committee meetings. (4) This reflects attendance at all scheduled Board meetings and special Board meetings scheduled on short notice in 2025. (5) In February 2025, the Board, on the recommendation of the Nominating and Corporate Governance Committee (“NCGC”), approved changes to its Committees and Committee Membership. Effective February 21, 2025, the Health, Safety and Environment Committee and the Risk and Sustainability Committee were dissolved and replaced with the newly established Safety and Risk Committee (“SRC”). The table reflects all Committee and Committee Chair appointments as of the date of this Circular. “Audit” refers to the Audit Committee and “MRCC” to the Management Resources and Compensation Committee. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 19
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Overview of Independent Director Nominees (excluding President and CEO) Geographic Mix Gender Tenure Age 3 United States 5 Female 5 0 5 years 1 <60 7 Canada 5 Male 3 6 10 years 7 60s 2 11 15 years 2 70s See pages 44 and 45 for more information about Director tenure and Board composition, respectively. Director Nominee Profiles The profiles that follow provide important information on each of the 11 Director Nominees, including age, municipality and country of residence, year first elected or appointed as a Director, principal occupation, education, skills and experience.(1) Committee memberships and attendance (where applicable) for meetings held in 2025,(2) as well as any memberships on other public company boards in the last five years, are also provided. Also included in the profiles, is information about the common shares and deferred share units (“DSUs”) of Emera held as of the last trading day of each year by each Director Nominee for the past three years. The estimated value of each Director Nominee’s common shares and DSU holdings is based on the following: Year-end Closing price of Emera common shares on the TSX ($) December 29, 2023 50.30 December 31, 2024 53.73 December 31, 2025 67.64 All Director Nominees are required to meet Emera’s share ownership guideline. The information below also details their status under the guideline. For further information regarding the required level of share ownership for Emera’s Directors, see Director Share Ownership Guideline in the Corporate Governance section of this Circular. For further information on the share ownership guidelines for the Company’s executive officers, including Mr. Balfour, see Executive Share Ownership Requirements and Anti-Hedging Policy in the Statement of Executive Compensation in this Circular. (1) Information about each Director Nominee is current as of the date of this Circular, unless indicated otherwise. (2) In February 2025, the Board, on the recommendation of the Nominating and Corporate Governance Committee, approved changes to its Committees structure and Committee Membership. Effective February 21, 2025, the Health, Safety and Environment Committee (“HSEC”) and the Risk and Sustainability Committee (“RSC”) were dissolved and replaced with the newly established Safety and Risk Committee (“SRC”). 20 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Scott C. Balfour Director Since: 2018 Not Independent, President and CEO of Emera Mr. Balfour was appointed President and Chief Executive Officer (“CEO“) of Emera and became a Director of the Board in March 2018. Mr. Balfour first joined Emera in April 2012 as Chief Financial Officer (“CFO”), later becoming CEO. Before joining Emera, he held a variety of roles, including President and CFO at Aecon Group Inc., a Canadian publicly traded construction and infrastructure development company. Mr. Balfour is a Director of many Emera subsidiaries and serves as Chair of the Boards of Tampa Electric Company, Nova Scotia Power Incorporated, Peoples Gas System, Inc. and New Mexico Gas Company, Inc. He also serves as Director of the Business Council of Canada and Edison Electric Institute. He is a former Director of Martinrea International Inc. and past Chair of the Ontario Energy Association. Mr. Balfour received his Master of Business Administration from the Richard Ivey School of Business at the University of Western Ontario. He earned a Bachelor of Business Administration (Honours) from Wilfrid Laurier University. Mr. Balfour’s strong experience in strategy, finance and operations, and as a public company executive provide the foundation for his contribution to the Board and his leadership of Emera. His knowledge of capital markets, along with his experience in growing a business through the Halifax, Nova Scotia development and execution of strategy, and through mergers and acquisitions, as well as leading Canada teams and structuring systems to manage that growth, are tremendous assets for Emera. Age: 61 Skills and Experience 2025 Board and Committee membership(1) Attendance Total CEO/Senior Executive Board 5 of 5 100% Sustainability/ESG Total Attendance 5 of 5 100% Governance Risk Management DSUs awarded and held Customer/Stakeholder 2025 share-based Total 2025 change in value Market value of total DSU Energy Sector or Utility Sector awards ($) of all DSUs held ($) holdings ($) Strategic Planning, M&A or 22,197 2,263,101 12,506,163 Growth Strategy Talent Management and Emera Securities held(2) Executive Compensation 2023 2024 2025 Financial Literacy and Accounting Common shares (3) 76,190 115,454 118,404 Government Relations, Public 139,809 162,696 184,893 DSUs Policy and Regulatory Value of shares and DSUs ($) 10,864,756 14,944,981 20,515,009 2025 Annual Meeting Votes for: 99.68% Status under Executive Share As President and CEO of Emera, Mr. Balfour is subject to Ownership Requirements (4) Executive Share Ownership Requirements. This requires Other Public Company Boards that he owns shares and/or DSUs valued at no less than (last five years) five times his salary. He owns shares and DSUs valued at 16.3 his base salary which exceeds the Executive Share None Ownership Requirement of five times his salary. (1) Mr. Balfour, as President and CEO, does not serve on any of the Board Committees but attends all Committee meetings. (2) As stated on page 20, the information about the common shares and DSUs held by each Director Nominee is as of the last trading day of each year. (3) Includes all shares controlled directly or indirectly by Mr. Balfour. (4) For more information, see Executive Share Ownership Requirements and Anti-Hedging Policy in the Statement of Executive Compensation in this Circular. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 21
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices James V. Bertram Director Since: 2018 Independent Director Mr. Bertram joined the Emera Board in July 2018. He was appointed to the Management Resources and Compensation Committee in November 2018. In May 2019, he was appointed Chair of the former Health, Safety and Environment Committee and served on that committee until February 2025. In February 2025, he was appointed to the Nominating and Corporate Governance Committee. Mr. Bertram was CEO of Keyera Corp., one of Canada’s leading publicly traded midstream oil and gas operators, from its inception in 1998 until 2015 when he became Executive Chair. He retired as an officer of Keyera in 2016. Prior to this, he was Vice President, Marketing for the worldwide operations of Gulf Canada. Mr. Bertram is a corporate director and Chair of the Board of Keyera Corp. He is also a Director of Methanex Corporation, the world’s largest producer and supplier of methanol to major international markets. Mr. Bertram received his Bachelor of Commerce from the University of Calgary. With his experience in growing a business and completing major acquisitions, while also enabling consistent delivery of value to customers and shareholders, Mr. Bertram makes an important contribution to Emera’s Board. Calgary, Alberta Canada 2025 Board and Committee membership Attendance Total Age: 70 Board 5 of 5 100% Skills and Experience Health, Safety and Environment Committee (Chair)(1) 1 of 1 100% CEO/Senior Executive Nominating and Corporate Governance Committee(2) 5 of 5 100% Sustainability/ESG Management Resources and Compensation Committee 6 of 6 100% Governance Total Attendance 17 of 17 100% Risk Management Customer/Stakeholder Energy Sector or Utility Sector Total compensation Fees earned in 2025 ($) All other compensation ($) Total ($) Strategic Planning, M&A or Growth Strategy 148,026 Nil 148,026 Talent Management and DSUs awarded and held Executive Compensation 2025 share-based Total 2025 change in value Market value of total DSU 2025 Annual Meeting Votes for: awards ($) of all DSUs held ($) holdings ($) 99.63% 308,026 554,321 3,218,063 Other Public Company Boards (last five years) Emera Securities held Keyera Corp. (March 2003 to 2023 2024 2025 present) Common shares 14,170 14,170 14,170 Methanex Corporation (October DSUs 31,473 39,850 47,576 2018 to present) Value of shares and DSUs ($) 2,295,850 2,902,523 4,176,522 Status under Share Ownership Mr. Bertram owns shares and DSUs valued at over 13.9x Guideline (3) the Annual Director’s retainer; therefore, the Director Share Ownership Guideline has been met. (1) In February 2025, the former Health, Safety and Environment Committee and the former Risk and Sustainability Committee were replaced with the Safety and Risk Committee. (2) Mr. Bertram was appointed a member of Nominating and Corporate Governance Committee in February 2025 and has attended all meetings since being appointed. (3) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. For more information, see Director Share Ownership Guideline in the Corporate Governance section of this Circular. 22 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Isabelle Courville Director Since: 2025 Independent Director Ms. Courville joined the Emera Board in September 2025 and was appointed to the Audit Committee and the Management Resources and Compensation Committee in November 2025. With over 20 years’ experience in the energy and telecommunications sectors, Ms. Courville is the former President of Hydro Quebec Distribution and Hydro-Quebec TransEnergie and has held various executive roles at Bell Canada. This includes President of Bell Canada’s Enterprise Group and President and Chief Executive Officer of Bell Nordiq. Ms. Courville is Chair of the Board of Canadian Pacific Kansas City (CPKC) and chaired its Audit and Finance Committee as well as its Management Resources and Compensation Committee. She was the Chair of the Board of Laurentian Bank from 2013 until 2019 and served on the Board of Directors of SNC-Lavalin Group Inc., Gecina S.A., a France-based real estate investment trust, and Miranda Technologies, a world-leading provider of hardware and software solutions for the television broadcast, cable, satellite and IPTV industry. In addition to CPKC, Ms. Courville is currently a member of the Board of Veolia Environment S.A., a French transnational company with activities in three main service and utility areas traditionally managed by public authorities water management, waste management and energy services. She Mont-Tremblant, Quebec is also a member of the Board of Directors of the Institute for Governance of Private and Public Organizations. Canada Ms. Courville holds a degree in Engineering Physics from the École Polytechnique de Montréal and Age: 63 a Bachelor’s Degree in Civil Law from McGill University. In 2021, she became Fellow of the Institute of Corporate Directors, Canada’s preeminent distinction for Directors. Skills and Experience Ms. Courville’s extensive experience in the energy sector, as well as her experience on public CEO/Senior Executive company boards make her a valuable addition to Emera’s Board. Sustainability/ESG Governance 2025 Board and Committee membership(1) Attendance Total Risk Management Board 2 of 2 100% Customer/Stakeholder Management Resources and Compensation Committee 2 of 2 100% Energy Sector or Utility Sector Strategic Planning, M&A or Audit Committee N/A N/A Total Attendance 4 of 4 100% Growth Strategy Talent Management and Total compensation Executive Compensation Financial Literacy and Accounting Fees earned in 2025 ($) All other compensation ($) Total ($) Government Relations, Public 39,326 N/A 39,326 Policy and Regulatory DSUs awarded and held 2025 Annual Meeting Votes for: Not Applicable 2025 share-based Total 2025 change in value Market value of total DSU Other Public Company Boards awards ($) of all DSUs held ($) holdings ($) 85,792 N/A 108,002 (last five years) Canadian Pacific Kansas City Emera Securities held (May 2019 to present) Veolia Environment S.A. 2023 2024 2025 (April 2016 to present) Common shares N/A N/A 2,000 DSUs N/A N/A 1,597 Value of shares and DSUs ($) N/A N/A 243,282 Status under Share Ownership Ms. Courville joined the Board in September 2025 and Guideline(2) owns DSUs valued at 0.8x. She has until September 2028 to meet Share Ownership Guideline. (1) Ms. Courville was appointed a Director in September 2025 and has attended all Board meeting since the date of her appointment. She was appointed to the Management Resources and Compensation Committee in November 2025 and attended all meetings in 2025 after her appointment. She was also appointed to the Audit Committee in November 2025, but there were no further Audit Committee meetings in 2025 after her appointment. (2) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. For more information, see Director Share Ownership Guideline in the Corporate Governance section of this Circular. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 23
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Henry E. Demone Director Since: 2014 Independent Director Mr. Demone joined the Emera Board in September 2014. At that time, he was appointed to the Management Resources and Compensation Committee and became Chair of that Committee in May 2021. He was appointed to the Nominating and Corporate Governance Committee in May 2017. Mr. Demone is the former Chair of High Liner Foods Inc. of Lunenburg, Nova Scotia, a leading North American processor and marketer of value-added frozen seafood. He became President of High Liner Foods Inc. in 1989. In 1992, he was appointed President and CEO, a position he held until May 2015. He was reappointed CEO of High Liner Foods on an interim basis from August 2017 until April 2018. From June 2012 to September 2024, Mr. Demone was a member of the board of directors of Saputo Inc., a Montreal-based dairy company. He is also the past Chair of the Fisheries Council of Canada and The Groundfish Forum, a global trade association representing industry leaders, and has served on the boards of Dover Industries Ltd. and Maritime Tel & Tel (Aliant). Mr. Demone is also the first non-United States citizen to be named Chair of the National Fisheries Institute, an American trade association. Mr. Demone received his Bachelor of Science in Mathematics with honours from Acadia University. In both public and private entities, Mr. Demone has extensive experience in strategic planning, Lunenburg, Nova Scotia global markets and mergers and acquisitions. As a long-time business leader in Atlantic Canada, Canada Mr. Demone’s robust business relationships and solid reputation make him a valuable member of Age: 71 Emera’s Board. Skills and Experience CEO/Senior Executive 2025 Board and Committee membership Attendance Total Sustainability/ESG Board 5 of 5 100% Governance Management Resources and Compensation Committee (Chair) 6 of 6 100% Customer/Stakeholder Nominating and Corporate Governance Committee 6 of 6 100% Strategic Planning, M&A or Total Attendance 17 of 17 100% Growth Strategy Talent Management and Total compensation Executive Compensation Fees earned in 2025 ($) All other compensation ($) Total ($) 2025 Annual Meeting Votes for: 160,500 Nil 160,500 97.11% Other Public Company Boards DSUs awarded and held (last five years) Saputo Inc. (June 2012 to 2025 share-based Total 2025 change in value Market value of total DSU awards ($) of all DSUs held ($) holdings ($) September 2024) 160,000 680,957 3,673,655 Emera Securities held 2023 2024 2025 Common shares 9,062 10,864 10,864 DSUs 43,145 48,954 54,312 Value of shares and DSUs ($) 2,625,990 3,214,046 4,408,496 Status under Share Ownership Mr. Demone owns shares and DSUs valued at over 14.6x Guideline(1) the Annual Director’s retainer; therefore, the Share Ownership Guideline has been met. (1) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. For more information, see Director Share Ownership Guideline in the Corporate Governance section of this Circular. 24 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Paula Y. Gold-Williams Director Since: 2022 Independent Director Ms. Gold-Williams joined the Emera Board in February 2022. She was appointed to the Audit Committee in May 2023 and served on the former Health, Safety and Environment Committee from May 2022 to February 2025. In February 2025, she was appointed to the Management Resources and Compensation Committee. Ms. Gold-Williams is the former President and CEO of CPS Energy, a fully integrated electric and natural gas municipal utility based in San Antonio, Texas. Before becoming CEO in 2015, she served in positions of increasing responsibility during her 17-year career at CPS Energy, including Group EVP Financial & Administrative Services, CFO and Treasurer. Ms. Gold-Williams is a corporate director, serving as Co-Chair of the Keystone Policy Center, and has been a member of both the Policy Center and its Energy Board since 2016. She serves as an Energy Pillar Co-Chair of Dentons’ Global Smart Cities & Communities Initiatives and Think Tank, and is also a member of the board of directors of ReNew Energy Global Plc, a renewable energy company based in India. She is a member of the Nasdaq’s Center for Board Excellence, a community of like-minded board members, leaders and innovators committed to advancing corporate governance best practices and effectiveness. Ms. Gold-Williams held other board positions previously, including serving on the United States’ Secretary of Energy’s Advisory Board; being a First Vice Chair of the Electric Power San Antonio, Texas Resource Institute (“EPRI”); a member and designated Chair Pro Tem of the Federal Reserve Bank of United States Dallas’ San Antonio Branch; and a past Chair of the San Antonio Chamber of Commerce. Age: 63 Ms. Gold-Williams has an Associate Degree in Fine Arts from San Antonio College and a Bachelor of Business Administration in accounting from St. Mary’s University in Texas. She earned her Master Skills and Experience of Business Administration in Finance and Accounting from Regis University in Denver, Colorado. She is a Certified Public Accountant and a Chartered Global Management Accountant. CEO/Senior Executive Ms. Gold-Williams’ skills and experience in developing business strategies focused on consistently Sustainability/ESG prioritizing customers, community and employees makes her a valuable member of Emera’s Board. Governance Risk Management 2025 Board and Committee membership Attendance Total Customer/Stakeholder Board 5 of 5 100% Energy Sector or Utility Sector (1) Health, Safety and Environment Committee 1 of 1 100% Strategic Planning, M&A or Growth Strategy Audit Committee 5 of 5 100% Talent Management and Management Resources and Compensation Committee(2) 4 of 4 100% Executive Compensation Total Attendance 15 of 15 100% Financial Literacy and Accounting Total compensation Government Relations, Public Policy and Regulatory Fees earned in 2025 ($) All other compensation ($) Total ($) 2025 Annual Meeting Votes for: 206,984 Nil 206,984 99.64% Other Public Company Boards DSUs awarded and held 2025 share-based Total 2025 change in value Market value of total DSU (last five years) awards ($) of all DSUs held ($) holdings ($) ReNew Energy Global Plc 366,984 267,681 1,833,335 (August 2023 to present) Emera Securities held 2023 2024 2025 Common shares Nil Nil Nil DSUs 11,204 19,243 27,104 Value of shares and DSUs ($) 563,549 1,033,968 1,833,335 Status under Share Ownership Ms. Gold-Williams owns shares valued at over 6.1x Guideline (3) the Annual Director’s retainer; therefore, the Share Ownership Guideline has been met. (1) In February 2025, the former Health, Safety and Environment Committee and the former Risk and Sustainability Committee were replaced with the Safety and Risk Committee. (2) Ms. Gold-Williams was appointed a member of Management Resources and Compensation Committee in February 2025 and has attended all meetings since being appointed. (3) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. For more information, see Director Share Ownership Guideline in the Corporate Governance section of this Circular. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 25
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Kent M. Harvey Director Since: 2017 Independent Director Mr. Harvey joined the Emera Board in November 2017. At that time, he was appointed to the Audit Committee, and became Chair of the Audit Committee in June 2020. From May 2019 to February 2025, he served on the former Health, Safety and Environment Committee and in February 2025, he was appointed to the new Safety and Risk Committee. Mr. Harvey is the former Chief Financial Officer for San Francisco-based PG&E Corporation, the parent company of Pacific Gas and Electric Company, one of the largest combined natural gas and electric energy companies in the United States. After 33 years in progressively senior roles, he retired from PG&E in 2016. Born in Montreal, Mr. Harvey is a naturalized United States citizen. He holds a Bachelor’s Degree in Economics and a Master’s Degree in Engineering, both from Stanford University. He volunteers as a crisis services provider at the Trevor Project, a United States non-profit organization that is focused on suicide prevention among LGBTQ youth. Mr. Harvey is an experienced energy industry leader and strategic thinker with deep financial knowledge and strong expertise in United States markets. His skills and experience make him a significant asset to Emera’s Board. New York, New York United States 2025 Board and Committee membership Attendance Total Age: 68 Board 5 of 5 100% Skills and Experience Health, Safety and Environment Committee(1) 1 of 1 100% CEO/Senior Executive Audit Committee (Chair) 5 of 5 100% Governance Safety and Risk Committee 3 of 3 100% Risk Management Total Attendance 14 of 14 100% Energy Sector or Utility Sector Strategic Planning, M&A or Total compensation Growth Strategy Financial Literacy and Accounting Fees earned in 2025 ($) All other compensation ($) Total ($) 212,991 13,985 226,976 Government Relations, Public Policy and Regulatory DSUs awarded and held 2025 Annual Meeting Votes for: 2025 share-based Total 2025 change in value Market value of total DSU 99.13% awards ($) of all DSUs held ($) holdings ($) Other Public Company Boards 160,000 430,766 2,399,154 (last five years) None Emera Securities held 2023 2024 2025 Common shares Nil Nil Nil DSUs 26,166 30,968 35,469 Value of shares and DSUs ($) 1,316,130 1,663,913 2,399,154 Status under Share Ownership Mr. Harvey owns DSUs valued at over 7.9x the Annual Guideline(2) Director’s retainer; therefore, the Share Ownership Guideline has been met. (1) In February 2025, the former Health, Safety and Environment Committee and the former Risk and Sustainability Committee were replaced with the Safety and Risk Committee. (2) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. For more information, see Director Share Ownership Guideline in the Corporate Governance section later of this Circular. 26 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices B. Lynn Loewen, FCPA, FCA Director Since: 2013 Independent Director Ms. Loewen joined the Emera Board in February 2013 and has been a member of the Audit Committee since May 2013. She served on the former Health, Safety and Environment Committee from May 2017 to February 2025 and on the former Risk and Sustainability Committee from September 2021 to February 2025. In February 2025, she was appointed to the Nominating and Corporate Governance Committee. A seasoned executive and finance leader, Ms. Loewen is the former President of Minogue Medical Inc., a Canadian supplier of medical technologies, supplies and equipment. From 2008 to 2011, she was President of Expertech Network Installations Inc. She also held key positions with Bell Canada Enterprises, as Vice President of Finance Operations from 2005 to 2008, and Vice President of Financial Controls from 2003 to 2005. Earlier in her career, she held positions of increasing responsibility with Air Canada Jazz, including Chief Financial Officer and Vice President of Corporate Services. Ms. Loewen is a Director of National Bank of Canada, serving as Chair of the Audit Committee and member of the Risk Management and Technology Committees. Ms. Loewen is also a member of the Board of Directors of Kinaxis Inc., where she serves as Chair of the Audit Committee. Ms Loewen was Chancellor of Mount Allison University, Chair of its Nominating and Governance Committee and served on its Executive Committee from 2018-2025. She served on its Board of Regents from 1998 to 2008, including Chair from 2007 2008. Montreal, Quebec In 2024, Ms. Loewen was a member of the Board of Directors of Gildan Activewear Inc. a Canadian apparel manufacturer. Ms. Loewen was also a member of the Board of Directors of Xplore Inc., and a member of its Canada Audit Committee from 2021 to 2023. Additionally, she served on the Public Sector Pension Investment Board from 2001 to 2007, including the Audit and Conflicts Committee from 2003 to 2007 (Chair from 2006 to Age: 65 2007) and as Chair of its Governance Committee from 2003 to 2006. Skills and Experience Ms. Loewen holds a Bachelor of Commerce from Mount Allison University. She is a Fellow of the Chartered Professional Accountants of Nova Scotia and has received the Directors’ designation from the Institute CEO/Senior Executive of Corporate Directors. Financial Literacy and Accounting Ms. Loewen’s deep financial and governance expertise are valuable assets for the Emera Board. Governance Risk Management 2025 Board and Committee membership Attendance Total Sustainability/ESG Board 5 of 5 100% Customer/Stakeholder Health, Safety and Environment Committee(1) 1 of 1 100% Energy Sector or Utility Sector Audit Committee 5 of 5 100% Strategic Planning, M&A or Risk and Sustainability Committee(1) 1 of 1 100% Growth Strategy Nominating and Corporate Governance Committee(2) 5 of 5 100% Talent Management and Total Attendance 17 of 17 100% Executive Compensation Government Relations, Public Total compensation Policy and Regulatory Fees earned in 2025 ($) All other compensation ($) Total ($) 2025 Annual Meeting Votes for: 149,467 Nil 149,467 96.95% Other Public Company Boards DSUs awarded and held (last five years) 2025 share-based Total 2025 change in value Market value of total DSU awards ($) of all DSUs held ($) holdings ($) National Bank of Canada (2022 to present) 309,467 1,013,701 5,560,029 Kinaxis Inc. (2025 to present) Emera Securities held Gildan Activewear Inc. (2024) 2023 2024 2025 Common shares 4,490 4,490 4,490 DSUs 62,687 72,875 82,200 Value of shares and DSUs ($) 3,378,994 4,156,859 5,863,733 Status under Share Ownership Ms. Loewen owns shares and DSUs valued at over 19.5x Guideline (3) the value of the Annual Director’s retainer; therefore, the Share Ownership Guideline has been met. (1) In February 2025, the former Health, Safety and Environment Committee and the former Risk and Sustainability Committee were replaced with the Safety and Risk Committee. (2) Ms. Loewen was appointed a member of Nominating and Corporate Governance Committee in February 2025 and has attended all meetings since being appointed. (3) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. For more information, see Director Share Ownership Guideline in the Corporate Governance section later in this Circular. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 27
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Ian E. Robertson Director Since: 2022 Independent Director Mr. Robertson joined the Emera Board in February 2022 and was appointed to the Audit Committee in May 2022. From May 2022 to February 2025, he served on the former Risk and Sustainability Committee, and was appointed Chair of the Safety and Risk Committee in February 2025. Mr. Robertson has over 30 years of experience in the development of electric power generating projects and the operation of diversified regulated utilities. He is a principal of the Northern Genesis Capital Group; an investment group focused on identifying and investing in energy transition businesses. He is the former CEO of Algonquin Power & Utilities Corp. (“Algonquin Power”), a publicly traded, diversified, international generation, transmission and distribution utility. He was also the founder and principal of Algonquin Power’s predecessor, Algonquin Power Corporation Inc., a private independent power developer formed in 1988. Mr. Robertson is an electrical engineer and holds a Professional Engineering designation through his Bachelor of Applied Science from the University of Waterloo. He earned a Master of Business Administration from York University’s Schulich School of Business and holds a Chartered Financial Analyst designation, along with a global professional Master of Laws from the University of Toronto. He also holds a Chartered Director designation from the Directors College of McMaster University. Oakville, Ontario During his time as CEO of Algonquin Power and its predecessor entities, Mr. Robertson led the organization through a period of extraordinary growth. His entrepreneurial approach to building a Canada leading North American regulated utility business, focused on renewable energy, is a distinct asset Age: 66 to Emera’s Board. Skills and Experience 2025 Board and Committee membership Attendance Total CEO/Senior Executive Board 5 of 5 100% Sustainability/ESG Governance Audit Committee 5 of 5 100% Risk Management Risk and Sustainability Committee(3) 1 of 1 100% Customer/Stakeholder Safety and Risk Committee (Chair) 3 of 3 100% Energy Sector or Utility Sector Total Attendance 14 of 14 100% Strategic Planning, M&A or Growth Strategy Total compensation Talent Management and Fees earned in 2025 ($) All other compensation ($) Total ($) Executive Compensation Financial Literacy and Accounting 160,474 Nil 160,474 Government Relations, Public DSUs awarded and held Policy and Regulatory 2025 share-based Total 2025 change in value Market value of total DSU 2025 Annual Meeting Votes for: awards ($) of all DSUs held ($) holdings ($) 99.73% 320,474 230,793 1,585,816 Other Public Company Boards (last five years) Emera Securities held Embark Technology, Inc. 2023 2024 2025 (November 2021 to August 2023) Northern Genesis Acquisition Common shares 32,600 32,600 32,600 DSUs 9,757 16,592 23,445 Corp III (March 2021 to May 2023) Largo Resources Ltd. Value of shares and DSUs ($) 2,130,552 2,643,078 3,790,880 (March 2021 to July 2022) Status under Share Ownership Mr. Robertson owns shares and DSUs valued at over 12.6x Guideline (4) the value of the Annual Director’s retainer; therefore, the Lion Electric Company Share Ownership Guideline has been met. (May 2021 to November 2021) Northern Genesis Acquisition (1) Mr. Robertson was a member of the board of Northern Genesis Acquisition Corp. from August 2020 to May 2021 Corp. (August 2020 to May 2021)(1) when it merged with Lion Electric Company. (2) Mr. Robertson was on the board of directors of Northern Genesis Acquisition Corp. II from January 2021 to November Northern Genesis Acquisition 2021, when it merged with Embark Technology, Inc. (3) In February 2025, the former Health, Safety and Environment Committee and the former Risk and Sustainability Corp. II (January 2021 to Committee were replaced with the Safety and Risk Committee November 2021)(2) (4) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. For more information, see Director Share Ownership Guideline in the Corporate Governance section of this Circular. 28 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Karen H. Sheriff Director Since: 2021 Independent Director Ms. Sheriff joined the Emera Board in February 2021 and became Chair of the Board in February 2025. She served on the Management Resources and Compensation Committee from May 2021 to February 2025 and on the former Risk and Sustainability Committee from September 2021 to February 2025. She was Chair of the Nominating and Corporate Governance Committee from May 2024 to February 2025. Ms. Sheriff is a corporate director and the former President and CEO of Q9 Networks Inc., a data centre services provider. From 2008 to 2014, she was President and CEO of Bell Aliant, Inc., a telecommunications company. A senior leader for more than nine years with BCE Inc., she currently serves on its Board of Directors. Ms. Sheriff spent over 10 years with United Airlines in the areas of marketing, strategy, human resources and finance, and is a former member of the Board of CPP Investments and WestJet Airlines Ltd. Holding a Master of Business Administration with concentrations in marketing and finance from the University of Chicago, Ms. Sheriff was named one of Canada’s top 25 Women of Influence for 2013 and 2014 by Women of Influence Inc, and named Woman of the Year by Canadian Women in Communications. She has been recognized as one of Atlantic Canada’s Top 50 CEOs by Atlantic Business Magazine and one of Canada’s Top 100 Most Powerful Women on multiple occasions. Picton, Ontario With her extensive senior executive experience, including as CEO of a public company and a leader Canada in the transformation of Bell Aliant, Ms. Sheriff brings 20 years of technology-based industry Age: 68 experience. Her experience in leading a regulated utility and involvement in significant mergers and acquisitions, including Bell Aliant, Q9, CTV and the sale of WestJet to Onex make Ms. Sheriff a Skills and Experience valuable member of Emera’s Board. CEO/Senior Executive Sustainability/ESG 2025 Board and Committee membership(1) Attendance Total Governance Risk and Sustainability Committee 1 of 1 100% Risk Management Board (Chair) 5 of 5 100% Customer/Stakeholder Total Attendance 6 of 6 100% Energy Sector or Utility Sector Strategic Planning, M&A or Total compensation Growth Strategy Fees earned in 2025 ($) All other compensation ($) Total ($) Talent Management and 249,958 Nil 249,958 Executive Compensation Financial Literacy and Accounting Government Relations, Public DSUs awarded and held 2025 share-based Total 2025 change in value Market value of total DSU Policy and Regulatory awards ($) of all DSUs held ($) holdings ($) 2025 Annual Meeting Votes for: 99.36% 476,629 315,487 2,216,668 Other Public Company Boards Emera Securities held (last five years) 2023 2024 2025 BCE Inc. (April 2017 to present) Common shares 1,000 3,000 3,000 DSUs 15,263 22,681 32,772 Value of shares and DSUs ($) 818,029 1,379,819 2,419,588 Status under Share Ownership Ms. Sheriff owns shares and DSUs valued at over 4.8x the Guideline (2) value of the Annual Chair’s retainer; therefore, the Share Ownership Guideline has been met. (1) As Chair of the Board, Ms. Sheriff is no longer a member of any Board Committees but attends Committee meetings in her capacity as Chair of the Board. The former Health, Safety and Environment Committee and the former Risk and Sustainability Committee were replaced by the Safety and Risk Committee in February 2025, at the time Ms. Sheriff was appointed as Chair of the Board. (2) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. The Chair of the Board must own three times the total cash and equity-based annual Board Chair retainer in Emera common shares or DSUs, or a combination of the two, within three years of their appointment date as Chair of the Board. For more information, see Director Share Ownership Guideline in the Corporate Governance section of this Circular. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 29
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Jochen E. Tilk Director Since: 2018 Independent Director Mr. Tilk joined the Emera Board in July 2018. From November 2018 to May 2021, he served as a member of the Audit Committee and was appointed to the Management Resources and Compensation Committee in May 2019 and the Nominating and Corporate Governance Committee in May 2021. He was also appointed to and served as Chair of the former Risk and Sustainability Committee from September 2021 to February 2025. In February 2025, he was appointed Chair of the Nominating and Corporate Governance Committee and member of the new Safety and Risk Committee. Mr. Tilk is the former Executive Chair of Nutrien Ltd., a Canadian global supplier of agricultural products and services based in Saskatoon, Saskatchewan, and is the former President and CEO of Potash Corporation of Saskatchewan. Previously, Mr. Tilk spent 25 years with Inmet Mining Corporation, a Canadian-based, international metals company, with five of those years as the company’s President and CEO. Mr. Tilk is a corporate director and currently serves as Chair of the board of AngloGold Ashanti Plc, a publicly listed international gold mining company based in London, UK. He is also Chair of the Princess Margaret Cancer Foundation, a not-for-profit organization in Toronto, Ontario; former Chair of the Board of Canpotex Limited, a Canadian potash exporter; and a former Director of the Fertilizer Institute, a United States-based industry organization. He is also a former director of the Toronto, Ontario International Fertilizer Association. Canada Mr. Tilk received his Master in Mining Engineering from Rheinisch-Westfälische Technische Age: 62 Hochschule, a research university located in Aachen, North Rhine-Westphalia, Germany. Mr. Tilk’s track record of growing companies and leading multi-billion-dollar capital expenditure Skills and Experience programs makes him an important contributor to Emera’s Board. CEO/Senior Executive Sustainability/ESG 2025 Board and Committee membership Attendance Total Governance Board 5 of 5 100% Risk Management Risk and Sustainability Committee (Chair)(1) 1 of 1 100% Strategic Planning, M&A or Safety and Risk Committee 3 of 3 100% Growth Strategy Talent Management and Management Resources and Compensation Committee 6 of 6 100% Executive Compensation Nominating and Corporate Governance Committee (Chair) 6 of 6 100% 2025 Annual Meeting Votes for: Total Attendance 21 of 21 100% 98.93% Other Public Company Boards Total compensation (last five years) Fees earned in 2025 ($) All other compensation ($) Total ($) AngloGold Ashanti Limited 171,000 Nil 171,000 (January 2019 to present) DSUs awarded and held 2025 share-based Total 2025 change in value Market value of total DSU awards ($) of all DSUs held ($) holdings ($) 331,000 527,189 3,109,211 Emera Securities held 2023 2024 2025 Common shares Nil Nil Nil DSUs 29,431 37,900 45,967 Value of shares and DSUs ($) 1,480,356 2,036,368 3,109,211 Status under Share Ownership Mr. Tilk owns DSUs valued at over 10.3x the value of the Guideline (2) annual Director retainer; therefore, the Share Ownership Guideline has been met. (1) In February 2025, the former Health, Safety and Environment Committee and the former Risk and Sustainability Committee were replaced with the Safety and Risk Committee. (2) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. For more information, see Director Share Ownership Guideline in the Corporate Governance section of this Circular. 30 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Carla M. Tully Director Since: 2024 Independent Director Ms. Tully joined the Emera Board and was appointed to the Audit Committee in June 2024. From June 2024 to February 2025, she served on the former Health Safety and Environment Committee, and in February 2025, was appointed to the Safety and Risk Committee. Ms. Tully is a former CEO and Co-Founder of Earthrise Energy, an energy transition company she developed and grew into a successful independent power producer. Previously, she served as Executive Vice President and Managing Director of Renewable Energy at MAP Energy, a U.S. $2.4 billion energy investment firm, where she scaled the company’s renewable energy development business. At the AES Corporation, a global Fortune 500 utility and energy generation company, Ms. Tully held key senior leadership roles, including President of AES UK and Ireland. Ms. Tully serves on the board of Pattern Energy and the board for Citizens for Responsible Energy Solutions Forum. She is a Senior Advisor for the Canadian Pension Plan Investment Board (CPPIB) and also an advisor to several energy startups. She also served on the Board of Nikola Corporation. Ms. Tully holds a Master of Business Administration from Columbia Business School, a Master of Arts in Law and Diplomacy from the Fletcher School at Tufts University, and a Bachelor’s degree in International Relations and Economics from the University of Southern California. She received the Arlington, Virginia 2016 UK Institute of Directors’ Award Director of the Year for Corporate Responsibility. With her skills and experience in shaping corporate strategy, leading mergers and acquisitions and United States driving growth, Ms. Tully plays an essential role on the Emera Board. Age: 53 Skills and Experience 2025 Board and Committee membership Attendance Total CEO/Senior Executive Board 5 of 5 100% Sustainability/ESG (1) Health, Safety and Environment Committee 1 of 1 100% Governance Risk Management Audit Committee 5 of 5 100% Safety and Risk Committee 3 of 3 100% Customer/Stakeholder Total Attendance 14 of 14 100% Energy Sector or Utility Sector Strategic Planning, M&A or Total compensation Growth Strategy Talent Management and Fees earned in 2025 ($) All other compensation ($) Total ($) Executive Compensation 206,984 Nil 206,984 Financial Literacy and Accounting Government Relations, Public DSUs awarded and held Policy and Regulatory 2025 share-based Total 2025 change in value Market value of total DSU awards ($) of all DSUs held ($) holdings ($) 2025 Annual Meeting Votes for: 99.74% 160,000 52,457 472,009 Other Public Company Boards Emera Securities held (last five years) 2023 2024 2025 Nikola Corporation (February 2024 to December 12, 2025) Common shares N/A 13,000 13,000 DSUs N/A 3,771 6,978 Value of shares and DSUs ($) N/A 901,116 1,351,329 Status under Share Ownership Ms. Tully owns shares and DSUs valued at over 4.5x Guideline (2) the Annual Director’s retainer; therefore, the Share ownership guideline has been met. (1) In February 2025, the Health, Safety and Environment Committee and the Risk and Sustainability Committee were replaced with the Safety and Risk Committee. (2) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two, within three years of the date of their appointment. For more information, see Director Share Ownership Guideline in the Corporate Governance section of this Circular. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 31
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 1.4 Additional Information 2025 Board and Committee Meeting Attendance The total number of Board and Committee Meetings held in 2025 with overall Director Nominee attendance is summarized in the table below.(1) Number of Overall Total Board Attendance Type of meeting meetings Attendance Board 5 100% Audit Committee 5 100% Management Resources and Compensation Committee 6 100% 100% Nominating and Corporate Governance Committee 6 100% (27 Meetings) Risk and Sustainability Committee (2) 1 100% Health, Safety and Environment Committee (2) 1 100% Safety Risk Committee 3 100% Total meetings: 27 100% (1) Individual attendance records for the Director Nominees in 2025 are set out in the Director Nominee profiles. (2) In February 2025, the former Health, Safety and Environment Committee and the former Risk and Sustainability Committee were dissolved and replaced with the Safety and Risk Committee (“SRC”). Director Nominee Skills and Experience The following table shows the skills and experience of each Director Nominee in areas identified as necessary for effective oversight of Emera given its current operations and strategy. These qualifications are considered in reviewing Board succession and recruiting new Board members. Strategic Talent Government Planning, Management Financial Relations, Name of Director CEO/Senior Sustainability/ Risk Customer/ Energy Sector M&A or Growth and Executive Literacy and Public Policy Nominees Executive ESG Governance Management Stakeholder or Utility SectorStrategy Compensation Accounting and Regulatory Scott C. Balfour ü ü ü ü ü ü ü ü ü ü James V. Bertram ü ü ü ü ü ü ü ü Isabelle Courville ü ü ü ü ü ü ü ü ü ü Henry E. Demone ü ü ü ü ü ü Paula Y. Gold-Williams ü ü ü ü ü ü ü ü ü ü Kent M. Harvey ü ü ü ü ü ü ü B. Lynn Loewen ü ü ü ü ü ü ü ü ü ü Ian E. Robertson ü ü ü ü ü ü ü ü ü ü Karen H. Sheriff ü ü ü ü ü ü ü ü ü ü Jochen E. Tilk ü ü ü ü ü ü Carla M. Tully ü ü ü ü ü ü ü ü ü ü Total Number of Directors with Skills 11 10 11 10 9 9 11 10 8 8 32 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Description of Skills and Experience CEO/Senior Executive: CEO or senior executive experience with a large organization. Sustainability/ESG: Experience as a senior executive leading, or as a director with oversight responsibilities for, a significant number of environmental, social and governance programs, sustainable practices and policies (including those in relation to climate risk), corporate social responsibility programs and inclusion initiatives. Governance: Experience with corporate governance practices and principles at a major organization. Risk Management: Experience overseeing the various risks facing an organization, with oversight of appropriate policies and procedures to effectively manage risk. Customer/Stakeholder: Experience as a senior executive in a customer-centric product or service company. Energy Sector or Utility Sector: Has been a senior executive of a public utility or energy company. Strategic Planning, M&A or Growth Strategy: Experience defining and driving strategic direction and growth, including leading complex merger and acquisitions (“M&A”) transactions, or leading the growth or transformation of a company. Talent Management and Executive Compensation: Experience in oversight of executive compensation and incentive-based compensation programs. Experience with talent recruitment and management, workplace culture, equity and inclusion, succession planning, leadership development, executive recruitment, management of organized labour in a large operating company. Financial Literacy and Accounting: Experience in corporate finance, overseeing complex financial transactions; experience in financial accounting and reporting, auditing and internal controls. Government Relations, Public Policy and Regulatory: Experience in the workings of government and public policy in Canada or the United States and/or experience within a public or major private corporation with complex legal and regulatory regimes in Canada or the United States. Majority Voting for Election of Directors The confidence of shareholders in the actions of the Board and management is important. In order to provide a mechanism for shareholders to express that confidence in each Director and in compliance with Subsection 461.3 of the TSX Company Manual, the Board has adopted a Majority Voting Policy for Directors. Majority Voting Policy Should a Director Nominee, in an uncontested election at a meeting of shareholders of Emera at which Directors are to be elected, receive a majority of “withheld” votes from his or her election as a Director (a “Majority Withheld Vote”), the individual shall submit his or her resignation to the Board for consideration immediately following such shareholders’ meeting. The votes determining a Majority Withheld Vote shall be the total votes cast by ballot by shareholders and proxyholders, or if a ballot vote was not conducted, shall be the total votes represented by proxies validly deposited prior to the shareholders’ meeting. The Directors who received a majority “For” vote at the shareholders’ meeting shall consider whether or not to accept the resignation. If there are less than three such Directors, the entire Board shall meet to consider the appropriate actions to be taken. The resignation of a Director who received a Majority Withheld Vote shall be accepted absent exceptional circumstances and is effective when accepted by the Directors. The determination shall be made within 90 days following the date of the shareholders’ meeting and a news release disclosing such determination shall be issued promptly following such determination. If the resignation is rejected, the news release shall include the reasons for rejecting the resignation. A copy of the press release shall be provided to the Toronto Stock Exchange and the New York Stock Exchange. Since the adoption of the Majority Voting Policy in 2008, all Director Nominees have received a majority “FOR” vote at the Company’s meetings of shareholders. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 33
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2025 Annual Meeting Voting Results The following table provides the voting results for each item of business at the 2025 Annual Meeting on May 22, 2025, voted on by the common shareholders of the Company, being the only class of shares allowed to vote. 99.10 per cent was the average vote in favour of our Director Nominees at the 2025 Annual Meeting. Number of Votes Percentage of Votes Cast Resolutions For Against Withheld TOTAL For Against Withheld 1. ELECTION OF DIRECTORS:(1) Scott C. Balfour 142,556,068 450,675 143,006,743 99.68% 0.32% James V. Bertram 142,481,703 525,040 143,006,743 99.63% 0.37% Henry E. Demone 138,879,481 4,127,262 143,006,743 97.11% 2.89% Paula Y. Gold-Williams 142,498,609 508,134 143,006,743 99.64% 0.36% Kent M. Harvey 141,769,280 1,237,463 143,006,743 99.13% 0.87% B. Lynn Loewen 138,642,300 4,364,443 143,006,743 96.95% 3.05% Brian J. Porter 142,533,645 473,098 143,006,743 99.67% 0.33% Ian E. Robertson 142,622,315 384,428 143,006,743 99.73% 0.27% M. Jacqueline Sheppard 142,571,776 434,967 143,006,743 99.70% 0.30% Karen H. Sheriff 142,093,740 913,003 143,006,743 99.36% 0.64% Jochen E. Tilk 141,474,022 1,532,721 143,006,743 98.93% 1.07% Carla M. Tully 142,636,576 370,167 143,006,743 99.74% 0.26% 2. APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS 136,418,940 7,251,232 143,670,172 94.95% 5.05% 3. DIRECTORS TO ESTABLISH AUDITORS’ FEE 137,783,625 5,223,118 143,006,743 96.35% 3.65 4. ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION 137,137,973 5,868,770 143,006,743 95.90% 4.10% VOTES AVAILABLE 297,737,244 VOTES RECEIVED 143,670,172 (1) Ms. Courville was not appointed to the Board of Directors until September 17, 2025, after the 2025 Annual Meeting. 34 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Certain Proceedings To the knowledge of the Company, none of the proposed nominees for election as Directors of the Company: (a) Are, as at the date of this Circular, or have been, within 10 years before the date of this Circular, a director, Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) of any company that: (i) Was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an “Order”) that was issued while the proposed nominee was acting in the capacity as director, CEO or CFO; or (ii) Was subject to an Order that was issued after the proposed nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; (b) Are, with the exception of Ms. Carla M. Tully as set forth below, as at the date of this Circular, or have been within 10 years before the date of this Circular, a director or executive officer of a company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) Have, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed nominee. Carla M. Tully was a director of Nikola Corporation (“Nikola”) until December 12, 2025. In February 2025, Nikola announced that it and certain of its subsidiaries had filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. In September 2025, the U.S. Bankruptcy Court entered an order confirming Nikola’s Plan of Liquidation, which contemplated the establishment of a Liquidating Trust to complete the wind-down of Nikola’s operations. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 35
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2. Corporate Governance Emera is committed to strong corporate governance. We review our approach to corporate governance annually and monitor best practices to help ensure we are continually enhancing our practices to create and preserve long-term shareholder value. In This Section 2.1 Corporate Governance Practices 37 2.2 Board of Directors About the Board 38 2.3 Strategic Oversight 48 2.4 Risk Management 52 2.5 Ethical Business Conduct 53 2.6 Transparency and Disclosure 55 2.7 Committees of the Board of Directors 57 2.8 Director Compensation 65 2.9 Additional Information 71 36 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2.1 Corporate Governance Practices Emera’s commitment to strong governance forms the foundation of our business and our commitment to shareholders. That commitment starts with our Board of Directors and is reflected throughout the Company and its operating subsidiaries. Emera is a Nova Scotia company, incorporated under the Companies Act (Nova Scotia). Its common and preferred shares are listed and traded on the Toronto Stock Exchange (“TSX”) and, as of May 28, 2025, its common shares are also listed and traded on the New York Stock Exchange (“NYSE”). Emera’s governance practices comply with Canadian securities requirements, and the Company has also adopted applicable SEC and NYSE corporate governance requirements. The Board annually reviews its approach to corporate governance. It monitors governance best practices, emerging trends of proxy advisors and other sources of governance thought leadership with a view to aligning Emera’s strategy with its governance practices to create and preserve long-term shareholder value. In 2025, Emera tied for fifth (5th) place (with a score of 97/100) out of 206 companies and trusts in the S&P/TSX Composite Index in the Global and Mail ranking of corporate boards for 2025. Highlights of Emera’s Corporate Governance Practices Director Independence. All Emera Directors are independent Director Recruitment. Directors are recruited on the basis that from management, except Emera’s President and CEO. they will make a strong contribution and have the background, Separation of Chief Executive Officer and Board Chair. skills and experience needed in light of the Company’s strategy The role of Board Chair and Chief Executive Officer are split and long-term business plans. and there is a fully independent Chair which helps ensure Ongoing Director Education. Directors participate in training accountability from management. and education on special topics of focus or interest to ensure Board and Committee Leadership. The Charter of the Chair their ongoing development. Directors are also encouraged to of the Board and position description for Committee Chairs pursue education opportunities of relevance to the Company describe the roles and responsibilities for these leadership to familiarize themselves with the Company’s business, positions on the Board. investments and key personnel. Board Committees. Standing Committees of the Board Board Renewal. The Board oversees the processes and assist the Board in carrying out its responsibilities: the Audit mechanisms for renewal of the Board, which include a robust Committee, the Management Resources and Compensation Director recruitment process, established internal governance Committee, the Nominating and Corporate Governance practices, an annual Board and Director performance Committee and the Safety and Risk Committee. Ad hoc special assessment process and consideration of established renewal committees are struck from time to time as needed for specific principles. matters. All Board Committees members are 100 per cent Strong Cybersecurity and Artificial Intelligence (“AI”) independent. Oversight. Cybersecurity risk and AI impacts on operations Independent Directors Meet Without Management. The are overseen by the Board, with a report provided to the Safety Board and each Committee hold an in-camera session for and Risk Committee on a quarterly basis. the independent Directors at each meeting that excludes Share Ownership Requirement. A Director must own a management, including the CEO. minimum of three times (3x) the total cash and equity-based Shareholder Engagement. Shareholders can communicate annual Board retainer in Emera common shares or DSUs, directly with the Chair of the Board or other independent or a combination of the two, within three years of their Directors through private and confidential correspondence. appointment. The Chair of the Board must own three times (3x) the total cash and equity-based annual Board Chair retainer in Rigorous Risk Management Process. The Board oversees the Emera common shares or DSUs, or a combination of the two, Company’s risk management framework and risk management within three years of their appointment date as Chair of the with the support of the Board’s Safety and Risk Committee. Board. Director Orientation. In-depth orientation to the Board and Culture of Integrity. Directors, Officers and employees are the Company are provided to new Directors to allow them to required to annually acknowledge that they have reviewed and efficiently and effectively step into their role. understand the Emera Code of Conduct, which is overseen by Robust Board and Director Performance Assessments the Nominating and Corporate Governance Committee. Process. The Board annually assesses its performance and Compensation. The Board maintains an independent that of its Chair, individual Directors and Board Committees in compensation advisor, uses peer benchmarking for executive an effort to continuously improve its performance. compensation and holds an advisory vote on executive pay at its annual shareholder meetings to allow shareholders a say on whether they agree with the Company’s compensation policies and practices. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 37
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Operating Company Governance Emera’s operating companies also have robust and disciplined governance processes that align to reflect Emera’s governance principles and best practices. In our largest operating companies, external, independent and local Directors constitute a majority on the Board. Local Directors bring additional connection to the community where the business is located. The Chair of each operating company Board is elected in accordance with the operating company’s organizational documents and is typically Emera’s CEO or an Emera executive based on the CEO’s recommendation. Additional Emera and operating company executives may also be Directors but, combined, would typically form a minority of the Board. Emera’s operating companies seek to achieve and maintain a Board comprised of talented and dedicated Directors with a diverse mix of experience, skills and backgrounds. As the parent company, Emera provides certain corporate-wide services to its operating companies. These include safety, environment, compliance, internal audit, insurance, corporate security and treasury services. Enterprise-wide policies such as Emera’s safety management system are either expressly adopted by an operating company Board or the impact is considered by Emera through consultation with the operating company, which may result in operating company-specific adjustments. 2.2 Board of Directors About the Board Board of Directors Charter The Emera Board is responsible for overseeing the management of the business of the Company and for providing stewardship and governance for its long-term success. The Board of Directors Charter (included in Appendix C) is reviewed annually and sets out the duties and responsibilities of the Board in the areas of: 1. Strategic Planning 5. Financial Performance 2. Sustainability and Integrity 6. Corporate Communications and Public Disclosure 3. Risk Responsibility 7. Governance Responsibility 4. Leadership and Succession Board Committees The Board of Directors currently has four (4) standing Committees to assist in carrying out its duties: Audit Committee; Management Resources and Compensation Committee (“MRCC”); Nominating and Corporate Governance Committee (“NCGC”); and Safety and Risk Committee (“SRC”) Board of Directors Audit Management Nominating Safety and Risk Committee Resources and and Corporate Committee Kent M. Harvey (Chair) Compensation Governance lan E. Robertson (Chair) Isabelle Courville Committee Committee Kent M. Harvey Paula Y. Gold-Williams Jochen E. Tilk Henry E. Demone (Chair) Jochen E. Tilk (Chair) B. Lynn Loewen Brian J. Porter James V. Bertram James V. Bertram lan E. Robertson Carla M. Tully Isabelle Courville Henry E. Demone Carla M. Tully Paula Y. Gold-Williams B. Lynn Loewen Brian J. Porter Jochen E. Tilk 38 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices From time to time, the Board may also establish ad hoc committees to assist the Board on specific matters of a temporary nature. There were no ad hoc committees established by the Board in 2025. The Board continually assesses the mandates of its standing Committees to ensure that each is efficiently and effectively assisting the Board in carrying out its responsibilities. In February 2025, the Board, on the recommendation of the Nominating and Corporate Governance Committee (“NCGC”), approved changes to its Committees structure whereby the former Risk and Sustainability Committee and the former Health, Safety and Environment Committee were each dissolved and replaced with the Safety and Risk Committee. The change helped to facilitate efficiencies within the Board’s Committee structure while ensuring ongoing strong governance. The NCGC is responsible for assisting the Board and its Committees in determining Committee composition. Board Committees are appointed on an annual basis but the membership of each Director on Committees is reviewed by the Chair of the Board, in conjunction with the Committee Chairs, from time to time in the Board Chair’s discretion. All Committees are comprised of independent Directors. Committee membership rotation is structured to ensure an appropriate level of continuity on each Committee from year to year while at the same time ensuring Board members have appropriate exposure to the various Committees. Board members who may not be members of a Committee are extended an ongoing invitation to attend Committee meetings to experience first-hand the operations of other Committees and allow easier rotation of membership by increasing the familiarity of non-Committee members with the activities of the various Committees. Each Committee has a written mandate which sets out its role and accountabilities and is responsible for reviewing that mandate on an annual basis. Any proposed amendments to a committee mandate are referred to the NCGC for review, and, if appropriate, recommended to the Board of Directors for approval. Copies of the full mandates of the Audit Committee, MRCC, NCGC and SRC Charters are posted on the Company’s website at www.emera.com/governance. For a description of the mandate and the membership of each of the Committees of the Board, as well as the activities of each Committee, please see the section entitled Committee Reports later in this Circular. Director and Chair Independence Ms. Sheriff, the Chair of the Board, is an independent Director. The Articles of Association of the Company (“Articles”) require that the Chair of the Board and the President and CEO be separate individuals. The Chair of the Board may not be an employee of the Company or of any subsidiary or affiliate of the Company. All Emera Directors are independent from management, except for Mr. Balfour, who is President and CEO of Emera. All of the Board Committees are comprised entirely of independent Directors. In determining director independence, the Board considers applicable securities laws and governance standards, including relationships and interests that could, in the view of the Board, be reasonably expected to interfere with the Director’s independent judgement. Except for Mr. Harvey, who receives a retainer for being a member of the Board of Emera’s subsidiary, Emera US Holdings Inc., Directors receive no other remuneration from Emera other than Directors’ retainers, fees or retainers for service as a Director or Chair of the Board or Chair or member of a Committee, and an annual travel allowance. Ms. Sheriff receives an all-inclusive annual retainer as Chair of the Board of Emera. As noted later in this Circular under the section Total Director Compensation in 2025, Mr. Balfour does not receive any additional compensation for his services as a member of the Board of Emera or as a member of the Board of any of Emera’s subsidiaries or investments, beyond his compensation as Emera’s President and CEO. The Articles provide that no more than two Directors may be employees of the Company or one of its operating companies. Mr. Balfour is the only Director employed by the Company or any of its operating companies. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 39
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Position Descriptions Chair of the Board The Chair provides leadership to the Board, in order that it may fulfil its duties effectively, efficiently and independent of management. The Chair’s role is to ensure the Board and shareholder meetings function effectively. The Chair leads Board discussions and represents the Board in providing additional advice and counsel to the President and CEO and senior leadership. At the request of the President and CEO, or where appropriate, the Chair of the Board also represents the Board at official functions and meetings with major shareholders and other stakeholder groups. The Chair oversees and monitors the work of the Board Committees to ensure that delegated Committee functions are carried out and reported to the Board. The Chair of the Board is not a member of any Board Committee but attends all Committee meetings in their capacity as Board Chair. Under the leadership of the NCGC, the Chair participates in the recruitment and retention of Directors and oversees appropriate processes to determine that the Board of Directors has the requisite skill sets needed for effective oversight of the Company given its operations and strategy. The Chair also leads an annual assessment of the effectiveness of the overall Board and its members. The Board has adopted a Chair of the Board of Directors Charter, which delineates the role of the Chair and their responsibilities. The Chair of the Board of Directors Charter is reviewed annually by the NCGC. A copy of the Chair of the Board of Directors Charter can be found on the Company’s website at www.emera.com/governance. Committee Chairs The Board has adopted a written position description for Committee Chairs, which detail the duties of the Committee Chairs. Each Committee Chair is required to provide leadership to the Committee members and support the Committee’s effective fulfilment of its mandate. The position description for the Committee Chairs is reviewed annually by the NCGC and can be found on the Company’s website at www.emera.com/governance. President and Chief Executive Officer The President and CEO is responsible for leadership of the Company and its employees. They are responsible for defining, communicating and implementing the direction, goals and core values of the Company, including: 1. Leading the development of Emera’s vision and strategic plans; 2. Delivering Emera’s financial performance; and 3. Developing senior leadership succession planning and development as detailed in the Succession Planning and Leadership Development section found later in this Circular. The roles and responsibilities of the President and CEO are contained in their employment contract. The President and CEO’s employment contract is reviewed by the Chair of the Board and the MRCC, and is approved by the Board of Directors. Among the various responsibilities of the Board, CEO selection is of critical importance. The MRCC assists the Board in the succession planning process in respect of the President and CEO. For more information about the succession planning process for the President and CEO see the section entitled Succession Planning and Leadership Development later in this Circular. Board and Committee Meetings There were twenty-seven (27) Emera Board and Committee meetings during 2025. See the section entitled 2025 Board and Committee Meeting Attendance earlier in this Circular for more detailed information. The Board and the Committees have adopted the practice of, at each meeting, holding an in-camera session, during which the President and CEO and all other members of management are excluded. The Board sessions are presided over by the Company’s independent Board Chair. The Committee sessions are presided over by the independent Chairs of the respective Committees. In 2025, the Board and each Committee held an in-camera session at each meeting of the Board and each Committee meeting. The Board generally holds an evening session before each regularly scheduled Board meeting and prior to the Board’s annual strategy meeting. 40 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Director’s Occupation The Directors have also instituted a policy that requires them to submit their resignation as a Director if there is a significant change in their principal occupation. The resignation is then considered by the Board, which determines if the change in the Director’s circumstances warrant acceptance of the resignation, whether due to a conflict of interest arising by virtue of a new principal occupation or otherwise. Limit on Directorships Directors must notify and obtain the approval of the Chair of the Board prior to accepting a position on the board of another public or private company, and unless approved by the Chair of the Board in consultation with the Chair of the NCGC: 1. External Directors of the Company may not serve on more than three (3) public company boards (including the Company but not including the boards of affiliates or subsidiaries of the Company); 2. Management Directors of the Company, including the President and CEO, may not serve on more than one (1) public company Board (excluding the Company and the boards of affiliates or subsidiaries of the Company); and 3. Members of the Audit Committee may only serve on a maximum of three (3) public company audit committees (including the Company). No current Director or Director Nominee serves on more than three (3) public company boards (including the Company) and no member of the audit committee serves on the audit committee of more than three (3) public company boards (including the Company). Public company board membership for each Director Nominee during the last five years is included in their profiles in the section entitled Director Nominees. Board Interlocks An “interlock” occurs when two or more of Emera Directors are on the board of another public company. There are currently no Emera Directors who sit on the board of another public company with one or more other Emera Directors. Board Size The Articles provide that the number of Directors on the Company’s Board must not be less than eight and not more than 15. Eleven Director Nominees are being proposed for election at the 2026 Annual Meeting. Nomination of Directors and Director Recruitment Process The NCGC is responsible for providing the Company with a list of Director Nominees for election at the Company’s Annual Meeting. The NCGC is composed of entirely independent Directors and develops a list of nominees after carefully considering the mix of skills and experience of its Directors. The NCGC also evaluates the size of the Board and its composition having regard to the Board Diversity Policy. In accordance with the Board Diversity Policy, when identifying and considering the selection of qualified Director Nominees, the NCGC endeavours to ensure that women and men each comprise no less than 40 per cent of the independent directors. Director Nominees must, in the opinion of the members of the NCGC, be able to fully discharge their duties as Directors and contribute to the broad range of issues that come before the Board for consideration. They must be able to devote the time necessary to prepare for and attend meetings of the Board and Committees of the Board to which they may be appointed. The NCGC evaluates the expected turnover of Directors in advance of their retirement from the Board and develops an effective succession plan. Working with the Board Chair, the NCGC considers recruitment in the context of the age and tenure of current members and considers the Board’s overall policy of ensuring renewal and orderly Board succession. For more information about the average age and tenure of Emera’s Director Nominees for the Company’s 2026 Annual Meeting, refer to the section below entitled Board Renewal. The NCGC also considers the potential tenure of a Director candidate before making a selection. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 41
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Board Renewal The Board oversees processes for renewal of the Board, which balance many factors, and have as their ultimate objective the fulfilment of the fundamental responsibility of the Board to provide stewardship and good governance for the Company. Those processes address Board renewal in a deliberate manner and primarily include: a robust Director recruitment process, internal governance practices that regularly assess each of the Board’s desired skills, and the conduct of an annual performance assessment of the Board, its Committees and individual Board members. Absent certain circumstances as determined by the Board, in the normal course, a Director who would be 72 years of age at the Annual Meeting would not be nominated, nor would a Director who has served as a Director for more than 15 years, in accordance with the Board Tenure Guideline that was adopted by the Board in 2021. Emera’s governance practices include that planned departures of Board members in any one year will not exceed two Directors. This practice supports both Board renewal and continuity. Board Renewal Principles When recommending the nomination of Directors for election, the NCGC members must consider certain principles: Board renewal principle Principle explained Age Absent certain circumstances as determined by the Board, in the normal course, a Director who would be 72 years of age at the Annual Meeting would not be nominated. Tenure The length of time that a nominee has served on the Company’s Board of Directors is considered, subject to the Board Tenure Guideline that established a general Director tenure guideline of not more than 15 years, with a view to the Board having Directors with an appropriate mix of tenures. Average age The average age of all of the Company’s Director Nominees is determined and considered. Average tenure The average tenure of all of the Company’s Director Nominees is determined and considered. Other relevant factors The NCGC considers any other factor Committee members determine to be relevant in the promotion of orderly succession and balanced renewal of membership on the Board, having as its ultimate objective the constitution of a Board of Directors that fulfils the fundamental responsibility of providing stewardship and good governance for the Company. Application of Board Renewal Principles The NCGC applied the Board renewal principles to the Director Nominees for Emera’s 2026 Annual Meeting. In addition to the other Board renewal principles, the Committee considered the average age and average tenure of all the Company’s Director Nominees for election at the 2026 Annual Meeting, as represented by the diagrams below. As of the date of the Meeting, none of the Director Nominees will be 72 years of age or have served as a Director for more than 15 years, in accordance with the Board Tenure Guideline. Age 2025 Tenure 2025 70s (2 director) 2 directors 11 15 years 4 directors 6 10 years 60s Average age is Average tenure is (8 directors) 65.04 years 6.70 years 5 directors 0 5 years <60s (1 director) 42 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices By comparison, the average age and average tenure of Directors in prior years was as follows: Renewal principle 2023 2024 2025 2026 Average age 64.23 years 64.92 years 64.42 years 65.04 years Average tenure 6.80 years 6.19 years 6.42 years 6.70 years In applying the Board Renewal Principles as described, the NCGC has recommended to the Board of Directors all of the 11 Director Nominees presented earlier in this Circular under the Director Nominees section. The Board is confident that this is an appropriate size for the Board to fulfil its mandate, to ensure the committees have the appropriate leadership and skills and to facilitate board renewal. Board and Director Performance Assessments The Board annually assesses its effectiveness in an effort to improve its performance. Each year, the NCGC, in consultation with the Board Chair, determines the process by which assessments of the Board, individual Directors and Committees will be conducted on their effectiveness and contribution. The process includes the use of questionnaires and one-on-one interviews with each Director. A report on the assessment is provided to Board members and discussed at the NCGC. The Board considers the report, its findings and a set of priority actions for the year at a Directors-only session. Progress is then monitored throughout the year on the priority actions with oversight on that process by the NCGC. In determining the 2025 Board and Director performance assessment process, the NCGC, in consultation with the Board Chair, agreed that the same process that was used for the 2024 Board and Director performance assessment would continue to be followed. The NCGC has previously determined that from time to time the assessment process may be supplemented with the engagement of a third-party consultant to assist with the process of conducting the assessment in order provide additional insights. The NCGC determined that the engagement of a consultant was not necessary to assist with the 2025 assessment. 2024 Assessment The 2024 assessment found that Directors believed the Company’s strategic actions over 2024 strengthened the Company’s financial and credit metrics and positioned the business for future growth and resilience. It also determined that the Board continues to function effectively and prioritizes strong corporate governance. The principal themes that came out of the 2024 Board and Director performance assessment related to strategy, executive leadership and succession planning and Board effectiveness. The priority objectives for 2025 related to the Company’s strategy, management succession planning and Board effectiveness. With the oversight of the NCGC, the Board Chair reviewed and reported to the Board on progress made in 2025 to address those priorities. 2025 Assessment Process The Chair of the Board interviewed each independent Director as part of the 2025 Board and Director performance assessment and solicited general feedback from each Director. A series of questions were sent to each Independent Director for consideration in advance of each interview. The questions covered several themes, including: Emera’s strategy and business; Organizational structure and capacity; Board and Committee effectiveness; Corporate governance; Board composition and succession; Individual Director effectiveness, including the Director’s self-assessment of their own performance as a Director; and The President and CEO’s 2025 evaluation and his 2026 goals and objectives. Upon completion of the assessment evaluation, the Chair of the Board compiled a report with proposed priority actions for 2026. This report was discussed in a separate Director-only session where the priority actions were finalized. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 43
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The assessment of Chair of the Board was conducted in a meeting that excluded the Chair of the Board and was led by the Chair of the NCGC. Directors were given an opportunity to provide their assessment of the Chair of the Board in a one-on-one format with the Chair of the NCGC in advance of the meeting. 2025 Assessment Findings The principal themes that came out of the 2025 Board and Director Performance Assessment related to strategy, Board and management succession planning, Board and Committee effectiveness and corporate governance. The Directors expressed continued confidence in the Company’s strategic direction and priorities. Directors also expressed the view that the Company continues to prioritize strong governance and that the new Board Committee structure has enhanced the Board’s overall effectiveness. A desire was expressed among Directors for continued improvement of and focus on Board and Committee processes and materials in order to further enhance the effectiveness of the Board 2026 Objectives While performing the Board and Director performance assessments, Directors proposed areas of future focus as it relates to strategy, management succession planning and Board effectiveness. These included: Working with management to continue to advance the Company’s corporate strategy and planning; Continuing to advance executive succession planning; Continuing to improve and enhance Board and Committee effectiveness by ensuring Board and Committee activities and discussions remain focused on key strategic priorities; and Continuing to advance Director recruitment planning by reviewing governance related to Director tenure and Board size and composition. Board Composition Emera is focused on establishing and maintaining a Board with a broad mix of experience, skills and backgrounds. To support this objective, Emera’s Board has adopted a Board Diversity Policy that can be found on the Company’s website at www.emera.com/governance. When identifying candidates for nomination to the Board, the NCGC will consider, among other things: The diverse nature of the business environment in which Emera operates; The need to maintain flexibility to effectively address succession planning and ensure that Emera continues to attract and retain highly qualified individuals to serve on the Board; Emera’s Board renewal principles, anticipated retirements of Directors and the Board’s succession planning, balancing the need to maintain flexibility to ensure that Emera continues to attract and retain highly qualified individuals to serve on the Board; The needs of the Board in the context of the mix of current Directors in terms of skills, experience, age, tenure and the level of representation of women and the benefits of diverse perspectives on the Board; and With respect to gender, endeavoring to ensure that women and men each comprise no less than 40 per cent of the independent Directors on the Board. On behalf of the Board, the NCGC retains independent recruiters to assist with Director recruitment by helping to identify qualified candidates with the skills and experience determined to be required by the NCGC. To help ensure the broadest possible pool of qualified candidates is considered, these recruiters are mandated to seek qualified candidates of all backgrounds, experiences, perspectives and characteristics, including women and characteristics such as Indigenous heritage, racial status, disabilities and LGBTQ2SI+ persons. The Board members voluntarily participate in an annual survey to provide self-identification data in support of the goal of maintaining a Board with a broad mix of experience, skills and backgrounds. Based on that survey: Five of the independent Director Nominees identify as women and five of the independent nominees as men (six of all Director Nominees when including the President and CEO). Women therefore represent 50 per cent of the independent Director Nominees (45 per cent of all Director Nominees), which exceeds the objective of 40 per cent women or men independent Directors under the Board Diversity Policy; 44 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices One Director Nominee identifies as a racialized person (persons, other than Indigenous peoples, who are non-Caucasian in race or non-white in colour); One Director Nominee identifies as a member of the LGBTQ2SI+ community; and None of the Director Nominees identified as being Indigenous or persons with a disability. Gender Gender Other than Gender Independent Directors All Director Nominees 50% 45% 18% 5 Independent Female Director Members of Male Directors Nominees Diverse Group 5 Independent Female Directors 5 Independent Male Directors 6 Male Director Nominees 9 All Other Directors 5 Independent Female Directors 5 Female Director Nominees 2 Diverse Directors (other than gender) Operating Company Board Composition The Company recognizes the value of having a broad mix of experience, skills and backgrounds among the directors on its operating company boards. Of the 20 external directors that serve on the boards of our four largest operating companies (Tampa Electric Company, Nova Scotia Power Incorporated, Peoples Gas Systems, Inc. and New Mexico Gas Company), 45 per cent are female and 30 per cent have an ethnic, racial or visible minority status or are of Indigenous heritage. Orientation of Directors New Directors receive an in-depth orientation to the role of the Board, its Committees and Directors, and to the nature and operation of the Company’s business, including its executive leaders, business, strategy, principal risks, financial information and governance practices. The orientation is designed to allow new Directors to effectively and efficiently step into their new role as Director and discharge their responsibilities. The Board and management have built and continue to expand a long-term program of training and information sharing for Directors to enhance their effectiveness and reinforce a collegial working relationship among members of the Board. Orientation sessions are attended by the Board Chair and the President and CEO and include strategic and business reviews with executives and senior management and leaders of key operating subsidiaries. Reference material is provided to the new Director in advance of the session that includes: (a) Recent annual and interim management’s discussion & (e) Guide to the Company’s management structure; analysis and financials, Management Information (f) Emera Disclosure Policy; Circular and Annual Information Form; (g) Emera’s Code of Conduct; and (b) Board and Committee Charters; (h) Minutes of previous Board meetings. (c) Governance practices and policies; (d) Strategic Plan and Business Plan and Budget; EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 45
Continuing Education for Directors The Board, with the support and oversight of the NCGC, regularly seeks opportunities to update, educate and inform the Directors in areas they request or that management determines, are relevant to issues facing the Company. In addition, the Company maintains memberships for all Directors in both Canada’s Institute of Corporate Directors (“ICD”) and the National Association of Corporate Directors (“NACD”) in the United States. The ICD and NACD memberships provide directors with access to all of the educational resources, training course and seminars provided by these organizations. The Board and Committees receive regular presentations from management updating Directors about market and industry conditions and trends that may impact on the Company’s business and influence its strategy. The Board also aims to receive specialized presentations on various matters of significance to the Company. Additionally, the Board is provided with opportunities for site visits to operational facilities to help Directors get to know leaders, understand management structure and more fully understand the business. Emera adopted a Guideline for Directors’ Attendance at Education Sessions, which is designed to encourage Directors to participate in education sessions from time to time that are directly related to the business of the Company and the performance of their duties as a Director of the Company. The Guideline provides that independent Directors who wish to attend an education session request the approval of the Board Chair to attend a particular education session and receive reimbursement of expenses in accordance with the Guideline. In 2025, Directors participated in education sessions, received education materials about specific topics and participated in site visits to operational facilities, as follows: 46 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR Overview Notice of 2026 Annual Meeting Management Information Circular Annual Meeting of Shareholders Corporate Governance Executive Compensation Appendices
2025 Director Education Topics Date Participants Business and operations 1. Scope 3 Green House Gases Emissions Inventory Update January Former Risk and Sustainability Committee and Board Chair 2. Climate Risk Scenario Analysis February Former Risk and Sustainability Committee and Board Chair 3. Severe Wildfire Risk February Board Members 4. Capital Markets Update May Board Members 5. Canada / U.S Trade Relations May Board Members 6. Facilities / Head Office Tour by Tampa Electric Company and Peoples Gas Systems, Inc. June Board Members 7. Florida: Political and Economic Outlook June Board Members 8. Iberian Peninsula Blackout September Board Members 9. National Projects of Interest and Eastern Energy Partnership September Board Member Market trends and regulatory updates 10. Current Developments in Securities Regulation and Financial Oversight January Audit Committee and Board Chair 11. North America Climate Policy Evolving Sustainability Trends and Risk February Former Risk and Sustainability Committee and Board Chair 12. Bill C-59: Anti-Greenwashing Update February Former Health, Safety & Environment Committee and Board Chair 13. 2025 Proxy Season: Updates to Canadian Proxy Voting Guidelines May NCGC and Board Chair 14. FERC Regulated Competitive Transmission June Board Members 15. Data Centres June Board Members 16. Southeast U.S. Natural Gas Infrastructure June Board Members 17. Executive Compensation and Governance Trends September MRCC Members and Board Chair 18. Sustainability & Environment Trends and Risks September SRC and Board Chair 19. Cyber Security and Artificial Intelligence November Board Members 20. Board Governance of Cyber Security and Artificial Intelligence November Board Members EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 47 Overview Notice of 2026 Annual Meeting Management Information Circular Annual Meeting of Shareholders Corporate Governance Executive Compensation Appendices
2.3 Strategic Oversight The Emera team shares a common purpose of energizing modern life and delivering a cleaner energy future for all. As the energy landscape continues to shift, our vision is to be the energy provider of choice for our customers, the employer of choice for our people and a preferred choice for investors. Emera is strategically positioned and well-prepared to capitalize on the growth drivers and evolving demands within the electric and gas utility sectors. Guided by our Purpose, Vision and Values, the Company’s strategy is centered on seeking reliable, growing, forward-thinking utility investment opportunities, focused on premium operations in high-growth jurisdictions, a robust capital investment strategy and a thoughtful approach to risk management, all of which drive value and steady growth for our shareholders. Emera’s electric and gas utilities are at the forefront of a transformative era for energy, driven by economic, demographic, environmental and technological trends. These factors are driving significant growth in demand for the energy we produce and for resilient, flexible and cost-efficient energy supply and delivery systems. At the same time, some of the Company’s utilities are executing on government policies that require a transition to lower-emission energy sources. Emera’s capital plan is centered on delivering value to the customers our utilities serve while supporting these industry trends and policy-driven transitions. Led by the President and CEO, the management team collaborates with the Board to establish the annual strategy agenda. Regular interactions between the Board and management help ensure an ongoing focus on strategy, with each scheduled Board meeting including substantial time to discuss key topics and updates on strategy and related matters. These include industry trends, growth initiatives, financial forecasts and emerging risks and opportunities. Regular updates ensure the Board remains aware of developments in the market, industry and within Emera, while providing an opportunity for the Board to offer input and direction on strategy throughout the year. Each year, the Board dedicates at least one meeting entirely to corporate strategy. In 2025, the Board’s dedicated strategy session focused on assessment of the trends and developments in the industry and macroeconomic landscape, benchmarking performance, a review of potential future growth opportunities and updates on specific components of the Company’s strategy. The session also included a refreshed long-term (five years) financial forecast with financing and other macro-related scenarios. Sustainability Emera’s focus on sustainability is a key driver of our strategy and a demonstration of our values. Governance and Risk Management Strong governance and risk management are foundational to everything we do at Emera, including our approach to sustainability. In 2025, the Sustainability and Environment Management Committee (“SEMC”) and the SRC remained focused on guiding our continued progress and overseeing our performance in this area. The SEMC, consisting of senior leaders from across the business and chaired by our President and CEO, provides executive oversight of our sustainability and environment functions. The role of the SRC is to assist the Board in overseeing Emera’s risk management framework and allocation of responsibilities for risk management, and by also overseeing the Company’s approach to sustainability and environmental matters and its objectives and performance, including specifically climate-related risks, plans and disclosures. Sustainability Materiality Assessment Emera is committed to transparency, accountability, understanding stakeholder expectations and improving disclosures on the material sustainability priorities that matter most to stakeholders. Those sustainability priorities inform our strategic sustainability planning and our sustainability reporting. 48 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR Overview Notice of 2026 Annual Meeting Management Information Circular Annual Meeting of Shareholders Corporate Governance Executive Compensation Appendices
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Based on our most recent sustainability materiality assessment, overseen by an independent third-party consultant, Emera has categorized our sustainability priorities into strategic, core and evolving priority levels. These sustainability priorities are reviewed on an annual basis with the SEMC and SRC to help ensure they remain current, that they reflect the topics that have the greatest potential impact on the value of Emera and that they are of the most interest to our stakeholders. We conduct a full update to our sustainability materiality assessment every three years in alignment with best practice: Strategic Sustainability Priorities Climate Physical and Transition System Reliability and Resiliency Energy Affordability Government and Regulatory Core Sustainability Priorities Health and Safety Governance and Ethics Customers and Community Our People Indigenous Engagement and Opportunity Human Rights Cybersecurity Air Emissions, Waste and Water Management Evolving Sustainability Priorities Biodiversity and Land Use Supply Chain Management Technology Building on more than two decades of cost-effective investments, we are proud of our track record with system enhancements and reductions in CO2 emissions that have addressed government requirements. We are also focused on addressing the physical risks of weather extremes and climate to deliver the reliable energy that customers expect. The Board of Directors is responsible for oversight of the Company’s climate risks and adaptation efforts to address the impacts of severe weather/climate along with the energy transition through the SRC. The SRC Chair reports to the Board of Directors on the SRC’s meeting deliberations at the next Board meeting. The SRC is responsible for assessing the Company’s approach to sustainability, including material climate risks and opportunities, and its performance relative to its sustainability objectives. Management reports to the SRC on the Company’s progress in relation to climate at least annually. Emera’s approach to climate-related matters, and sustainability more generally, are considered as part of the Board’s annual strategy discussions (see Strategic Oversight above). Our regulated utilities must execute and comply with government policy and legislation while providing the most cost-effective energy to customers, which are key considerations as we continue to invest in the grid. Modern Slavery Act Emera is committed to the human rights of employees, contractors and stakeholders across our supply chains. In Canada, the Fighting Against Forced Labour and Child Labour in Supply Chains Act (commonly referred to as the “Modern Slavery Act”) requires Canadian government institutions and businesses that meet certain criteria, such as Emera, to annually report on their efforts to prevent and reduce the risk that forced labour or child labour is used by them or in their supply chains. Emera’s latest report was filed with the Canadian federal government in May 2025 and is posted on Emera’s website. The SRC has oversight of Emera’s compliance with the Modern Slavery Act, including receiving and reviewing the annual report, which is ultimately approved by the Board. As part of its program for addressing the requirements of the Modern Slavery Act, the Company has developed and implemented a governance and compliance framework, including adopting the Reducing the Risk of Modern Slavery in Emera’s Business and Supply Chains Policy and the Emera Statement on Human Rights, vendor supply chain due diligence, risk assessment tool and associated contractual provisions, employee and Director training and annual compliance certifications within applicable Emera subsidiaries. Women in Executive Roles We believe that diverse perspectives among the senior executive teams at Emera is in the best interests of the Company and its shareholders. Emera and its operating companies are therefore committed to fostering the development of women into leadership positions. The appointment of executive officers is based on both individual qualifications and the relevant needs of the Company. With this in mind, Emera does not set specific targets for the representation of women in executive officer positions as these decisions are based on principles of merit. However, our hiring practices have resulted in more diverse hires and a positive change in the representation of women in executive roles across our business. Ten of the 23 executive officers(1) at Emera Inc. and its major subsidiary(2) are women, representing 43 per cent of these positions. In addition, 13 of the 27 senior-level positions at Emera Inc. beyond Emera’s senior executive leadership team are held by women, representing 48 per cent, and three of our operating companies (Peoples Gas Systems, Inc., Emera Energy and Grand Bahama Power Company) are currently led by women executives. Across all Emera companies, 36 individuals, representing 43 per cent of persons in senior-level positions, are female. (1) The term executive officer is defined under applicable securities law. (2) This term is defined under applicable securities law. Tampa Electric Company is Emera’s “major subsidiary” under this definition. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 49
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Representation of Women 48% of senior-level positions at Emera Inc. 43% of senior-level positions across the Emera Group of Companies 50% of the independent Director Nominees (45% of the Director Nominees overall) Management continues to be focused on helping ensure Emera’s hiring and pay practices promote equity between men and women. Progress is being made and we remain committed to: 1. Analyzing our demographics and data annually to: a. Monitor the rates of women in leadership and senior leadership roles; b. Undertake regular wage gap analysis to track progress and identify challenges by operating company; c. Exercise selective pay increases if wage disparity exists; and d. Examine our recruitment strategies to ensure equity in pay at entry into the organization. 2. Developing and promoting programs that are focused on increasing female participation in our industry, particularly for traditionally male-dominated roles. 3. Drawing talent from diverse candidate pools to ensure we attract the best people. Our People Emera is committed to providing safe, and inclusive workplaces where everyone is treated with dignity, fairness and respect. This starts with our leadership and extends across all levels of the Company. These beliefs are underscored in Emera’s Values, Code of Conduct and Respectful Workplace Policy and help us attract and retain the best people, support an engaged and productive team, and bring fresh perspectives and new ideas to the table. They also reflect Emera’s communities and diverse customer base, enabling us to better understand the needs of our customers and the communities we serve. Our commitment to safety is Emera’s number one priority. It’s more than a part of our strategy; it is the way we operate and is built around a solid vision of being predictably safe in everything we do. Our most important goal is the elimination of serious injuries and fatalities (“SIFs”) across the Company and ensuring we’ve implemented proactive programs and operational controls to protect people we work with and the communities in which we operate. Unfortunately, in 2025 the number of high-energy serious injuries (“HSIF”) was consistent with prior years, and tragically one of the SIFs resulted in a life-ending injury at one of the operating companies. A part of our safety strategy involved strong safety governance. We believe safety is everyone’s responsibility from the Board of Directors and Executive Leadership Team to our frontline team members. Our participative style of leadership is critical to continually improving our performance, maintaining our management systems, and ensuring leaders have quality safety conversations with our teams. Our leaders are passionate about safety. Leadership visibility strengthens safety culture through communication and listening. Visible safety leadership instills ownership of safety among our employees and belief in our shared safety vision. In 2025, focus on leadership safety engagements continued. This quality based, two-way conversation, at the worksite, helps us understand hazards, identify controls, and how teams are applying safety protocols in real conditions. Safety Engagements connect policy to real work. In addition, our focus on creating capacity to create psychologically safe workplaces continued. As a learning organization, we continually strive to discover best practices and learn from proactive reporting and incidents investigations. We regularly bring our collective organizations and contractors together to discuss issues and share ideas. In 2025, some examples included contractor safety summits, exploring the use of cameras to improve fleet safety, reducing high-risk work by utilizing drones, standardizing public safety programming, and sharing lessons learned from incident investigation. Following last year’s development of a new public safety standard within our Safety Management System, a gap analysis and audit were completed to ensure consistent implementation of the standard by our operating companies. This work was tied to the organization’s Balanced Scorecard, and the assessment identified no material gaps. 50 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Highlights of 2025 included: Further integration of energy-based safety principles into various safety programs utilizing the energy wheel, high energy states, and high energy control assessments (“HECA”). Review and revised several of the corporate safety management system and associated safety standards including contractor safety, incident management, SIF prevention, and emergency communications. Enhanced safety performance analysis, dashboards and reporting to identify potential trends that will inform future programs and initiatives. Safety assurance programs were enhanced including full implementation of a compliance check program outlined in Emera’s Safety Management System. In addition, a risk-based review of the safety audit program was conducted resulting in a revised audit plan for 2026 and beyond designed to ensure higher risk activities were assessed more frequently. We continually strive to discover best practices and learn from all incidents. To this end, we regularly bring our collective organizations and contractors together to discuss issues and share ideas. In 2025, some examples included contractor safety summits, exploring the use of cameras to improve fleet safety, reducing risky work by utilizing drones, standardizing public safety programming and sharing accident investigation results. Investing in Our Communities Emera is dedicated to supporting meaningful programs and initiatives in communities where our employees live and work. This commitment is central to the culture we foster and reflects our role as a responsible community partner. At the heart of this effort is Emera’s Community Investment Program. The program focuses on creating opportunities for youth, driving innovation and entrepreneurship, and promoting sustainability for our planet. In 2025, we turned that commitment into action by investing $13.9 million in community initiatives in these key areas. Our employees dedicated more than 32,708 non-working volunteer hours to charitable organizations. Of these, over 8,261 hours were contributed through the Good Neighbour Program by employees across our Canadian businesses. Emera complemented these efforts by making financial contributions to the organizations where employees volunteered. To measure the value and impact of our community investment, we work with the London Benchmarking Group (“LBG”) Canada. The LBG have guided corporate community investment since 2005. Using this model ensures a globally consistent and credible approach to assessing our Community Investment Program. Learn more about our impact at www.emera.com/community. Information Security Oversight, Cybersecurity and Artificial Intelligence Emera increasingly relies on information technology (“IT”) systems, as well as network and cloud infrastructure, to manage its business and safely operate its assets, including controls for interconnected systems of generation, distribution and transmission as well as financial, billing and other business systems. Our reliance on technology exposes Emera to potential risks of business interruption or the unavailability, release, destruction or misuse of critical, sensitive or confidential information due to cyberattacks. We seek to manage these risks by aligning to a common set of cybersecurity standards and policies derived, in part, from the National Institute of Standards and Technology’s Cybersecurity Framework, by following program maturity objectives, through periodic security assessments, by exercising and improving cybersecurity incident readiness and response programs and by employee communication and training. With respect to certain of its assets, the Company is required to comply with rules and standards relating to cybersecurity and IT including, but not limited to, those mandated by bodies such as the North American Electric Reliability Corporation, Northeast Power Coordinating Council and Department of Homeland Security. The Board continues to provide oversight and stewardship on cybersecurity risk and governance of artificial intelligence. Cybersecurity and digital resilience were areas of focus for the Board in 2025, with the Board overseeing Emera’s efforts to strengthen practices across all operating companies. The status of key elements of our cybersecurity program is currently reported to the new SRC on a quarterly basis. The SRC also receives reports on the Company’s approaches to addressing the impacts and risks from artificial intelligence (“AI”) on Company operations. In addition, the Board also oversees cybersecurity risk which is included in the risk dashboard/heat map provided to Directors at each regularly scheduled Board meeting. The Board also receives updates on cybersecurity and technological risks through the annual report it receives with respect to the Company’s digital transformation strategy, including the risks of the use of legacy technology systems, as well as emerging technologies such as Generative AI. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 51
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Information Technology Emera relies on various IT systems to manage its operations. This subjects Emera to inherent costs and risks associated with maintaining, upgrading, replacing and changing these systems. Emera’s digital transformation strategy, including investment in infrastructure modernization, emerging technologies such as Generative AI and customer-focused technologies, is driving increased investment in IT solutions, resulting in increased project risks associated with the implementation of these solutions. Emera manages these IT risks through IT asset lifecycle planning and management, governance, internal auditing and testing of systems, and executive oversight. Emera’s digital transformation strategy is reported to the Board annually. Those reports include the annual refresh of the Emera five-year technology plan, progress on strategic investment areas of the plan, as well as updates on innovation and the use of emerging technologies, such as Generative AI. 2.4 Risk Management The Board has a comprehensive and multi-faceted approach to its risk oversight. This includes responsibility for overseeing the implementation by management of appropriate systems to identify, report and manage the principal risks of Emera’s business. It is responsible for overseeing the development of Emera’s risk management framework, which it does with support from the Safety and Risk Committee (and previously with the former Risk and Sustainability Committee). Emera and its operating companies apply similar programs for risk identification and management. Each affiliate is governed by its own board, which allows for a focused approach to risk management oversight and governance. The Board has endorsed a risk statement that articulates Emera’s risk appetite. The risk statement sets out the Company’s risk appetite across several areas and is intended to provide general guidance for decisions of the Company. The Board considers the Company’s risk profile in its oversight of Emera’s risk management by reviewing: (a) The identification and assessment of the principal risks of Emera; (b) The process for ongoing monitoring, updating and reporting of the principal risks of Emera; (c) The effectiveness of Emera’s mitigation response to its principal risks; and (d) The alignment of risk management with Emera’s risk profile, its strategy and its organizational objectives, including capital and resources allocation. The Board, through the Safety and Risk Committee, is also responsible for reviewing Emera’s annual insurance program and its uninsured exposure. Under the Board’s oversight, management undertakes a robust cross-functional approach to the identification, evaluation and assessment of its high-impact enterprise risks. Risks are categorized as either primary, evolving or mature, and are tracked and currently reported on through a quarterly Risk Dashboard. Management considers the existing control environment, velocity of impact following the onset of a potential risk event as well as risk interdependencies, when assessing risks and developing appropriate mitigation plans and response protocols. Additional in-depth analysis into certain principal risks is undertaken and reported to the Board (through the Safety and Risk Committee or directly), as required. Board Committee oversight responsibilities for these principal risks are assigned per their respective Committee mandates (see Board Committees Risk Oversight below). 52 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Board Committees Risk Oversight Emera Board: Emera Audit Assist the Board with oversight of responsibilities regarding Emera’s Committee financial risk exposures (financial derivatives, hedging activities, credit, The Board has ultimate and trading), integrity of financial statements, internal control systems, responsibility for risk audit processes, compliance with legal and regulatory requirements oversight. Emera’s risk and the administration of the Ethics Hotline process. management focus includes financial, Emera Management Assist the Board with carrying out responsibilities for management strategic, and key Resources & resource issues, health and wellness matters, and risks relating to operational risks Compensation compensation programs for executive officers. including safety and Committee (“MRCC”) environment. The Board, in carrying Emera Nominating and Assist the Board with oversight of corporate governance practices and out its responsibilities, Corporate Governance processes, including affiliate governance. delegates certain Committee (“NCGC”) functions to the Committees of the Emera Safety and Risk Assist the Board with carrying out oversight responsibilities relating Board. Each Committee Committee (“SRC”) to employee and public safety, identification of material risks to has responsibilities for the Company (including cyber security and information technology specific aspects of risk risks such as the impact of artificial intelligence on operations), and oversight. environmental and sustainability related matters. Operating Companies’ Emera’s principal operating affiliates each have an established Board of Board of Directors Directors who are responsible for oversight of affiliate enterprise risks. Affiliate Boards are chaired by an Emera Executive Officer and have external directors. 2.5 Ethical Business Conduct The Board is committed to sustaining a culture of integrity and ethical business practices throughout the Company. Code of Conduct The Board promotes a culture of ethical business conduct and has adopted our Code of Conduct (“Code”), which establishes a standard of ethical business conduct that is expected from all of our Directors, officers and employees. We have implemented annual Code training for all employees to support compliance and require Directors, officers and employees of Emera and its subsidiaries to acknowledge they have read, understand, are currently in compliance with and agree to comply with, our Code when they join the Company, and annually thereafter. In addition, Emera and its subsidiaries expect each of their contractors, suppliers, business partners, consultants and agents to act in a manner consistent with the Code. The Code is available on Emera’s website at www.emera.com/about-us/code-of-conduct, or a copy may be obtained by contacting the Chief Human Resources Officer, Emera Inc., P.O. Box 910, Halifax, Nova Scotia B3J 2W5. The Board regularly reviews the Code and revises the content with regard to best practices. Individuals are encouraged under the Code to, in good faith, seek advice, raise concerns and report suspected misconduct related to Emera’s business. In September 2025, a review and benchmarking comparison of the Code to industry peers was undertaken and amendments were approved by the Board on the recommendation of the NCGC with effect as of January 1, 2026. Emera will not tolerate retaliation, threats of retaliation, termination from an Emera Company or discrimination that is directly or indirectly related to the good faith disclosure of suspected unethical activities or violations of laws, regulations or policies. The Board monitors compliance with the Code, including as detailed in Related Party Transactions. In addition, the Board has oversight of the Company’s Ethics Hotline in the manner described below. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 53
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Respectful Workplace The Code is supported by other key policies, including Emera’s Respectful Workplace Policy. The Respectful Workplace Policy applies to all Directors, officers and employees of Emera and its subsidiaries and is focused on providing a respectful and inclusive environment that is free from discrimination, harassment, sexual harassment and bullying in the workplace, and such conduct outside the workplace that contributes to a hostile work environment. Comprehensive mandatory training is required when an employee joins the Company, which includes modules on harassment, sexual harassment, discrimination and bullying, and outlines available resources for employee support or to raise concerns. In addition, the Respectful Workplace Policy is included as part of the annual Code training. Ethics Hotline The Company has established a confidential and anonymous Ethics Hotline hosted by an independent external service provider. The Ethics Hotline is available to employees, contractors and third parties to report allegations of non-compliance with the Code. The internal audit department (“Audit Services”) is responsible for administering the Ethics Hotline process and ensuring all reports are investigated by the Company. Committees of the Board receive periodic updates on Ethics Hotline reports that fall within the scope of the Committee’s mandate based on the nature of the matter. For example, the Audit Committee receives updates related to financial reporting, accounting, auditing and business integrity matters; the MRCC receives updates related to people, wellness and workplace culture matters; and the SRC receives updates related to safety and environment matters. Conflicts of Interest Directors are required to declare any conflict of interest that they may have in a matter before the Board. In any matter requiring approval of the Board, a Director is prohibited by the Articles from voting in respect of the matter in which the Director is interested. Related Party Transactions Transactions between Emera and related parties are monitored in several ways to determine that such transactions comply with applicable laws, regulatory rules and the Code. In particular: The Audit Committee oversees the disclosure in Emera’s financial statements of related party transactions that are required to be disclosed pursuant to United States Generally Accepted Accounting Principles. In the ordinary course of business, Emera provides energy and other services and enters into transactions with its subsidiaries, associates and other related companies on terms similar to those offered to non-related parties. All material amounts are under normal interest and credit terms. Additional disclosure is provided in Emera’s financial statements regarding more significant transactions between Emera and its associated companies. The NCGC oversees the management of any conflicts of interest or potential conflicts of interest involving a Director. Under the Articles, any Director who has an interest in a transaction with the Company must disclose the existence and nature of the interest to the Board of Directors and such Director may not participate or vote on the matter. Annually, the NCGC reviews the Code. Under the Code, Directors, officers and employees of Emera cannot own more than a 10 per cent interest in, or act in the capacity of a director, officer, partner, consultant, employee or agent for a supplier, contractor, subcontractor, Emera customer, competitor or any other person or organization with which Emera has a similar relationship, without the express prior approval of their manager, or in the case of a member of the Board of Directors, the Board Chair. They must also seek similar approval when a company, partnership or business in which they, or a member of their family, own more than a 10 per cent interest, or in which they are a Director, partner, officer, consultant, employee or agent is seeking to do business with Emera. Also, as described in the Code, Emera’s operating companies are regulated by several Canadian, American and Caribbean energy regulators. Certain of these regulators have imposed specific codes and standards of conduct that address matters such as undue discrimination and preferential treatment between regulated companies and their affiliates. These rules may apply to and restrict arrangements between operating companies to conduct business or share employees. Emera’s operating companies have created separate codes and standards of conduct addressing these matters. Directors, officers and employees are required by the Code to be aware of, and comply with, these operating company rules at all times. The Audit Committee is responsible for annually receiving and reviewing a report on executive officers’ compliance with the Code and receives quarterly reports on the Company’s ethics program, including information on reports received through the Ethics Hotline (see Ethics Hotline, above) or submitted directly to Audit Services. 54 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2.6 Transparency and Disclosure Disclosure Policy and Practices The Board has adopted a Disclosure Policy to ensure all communications of material information to the investing public about the Company are accurate, that they fairly present in all material respects the Company’s financial condition and its results of operations and are made on a timely basis. For the full text of the Disclosure Policy, visit www.emera.com/governance. Emera has established an executive Disclosure Committee responsible for overseeing the Company’s disclosure practices. The Company’s President and CEO, the Chief Financial Officer, the leaders of its businesses, and senior management responsible for legal, finance, investor relations and communications functions are members of the Disclosure Committee, which meets at least quarterly. Members of the Disclosure Committee are responsible for reviewing all core disclosure documents containing material information, including the Company’s management’s discussion and analysis and financial statements prior to their being presented to the Audit Committee and Board for approval. Shareholder Engagement Emera is committed to maintaining robust, transparent, and ongoing engagement with its shareholders. Our goal is to ensure that shareholders are informed of the Company’s strategy, governance, and performance, and that their input is considered in decision-making. Engagement Framework We engage with shareholders through multiple channels to facilitate meaningful dialogue: Quarterly Calls & Webcasts: Regular updates are provided through quarterly analyst calls and webcasts, providing transparency of financial and operational performance. Investor Conferences: The President and CEO, the Chief Financial Officer and Vice President Investor Relations and other senior leaders attend investor and industry conferences and meet one-on-one with analysts and institutional investors to discuss operational performance, strategic priorities and capital allocation. Investor Meetings / Non-Deal Roadshows: We conduct proactive shareholder outreach to both current and potential shareholders where the President and CEO, the Chief Financial Officer and the Company’s Investor relations team meet with institutional investors directly as part of our regular shareholder engagement. Our Investor Relations team is available for meetings and calls to address shareholder questions and concerns, including those related to Environmental, Social and Governance issues, and to provide public information on Emera in a timely and responsive manner. In 2025 we met with over 200 institutional investors and attended 16 investor focused events. Investor Materials: Shareholders and the general public have access to Investor Presentations, quarterly financial reports, investor day materials and the Company’s Annual Report through the Investor Relations section on the Company’s website (https://investors.emera.com). Investor Days: Emera holds investor days from time to time to allow shareholders access to senior management and provide a more in-depth view of our business. The last investor day was held on December 4, 2024. Board Engagement: As requested, our Board Chair or other members of the board will meet directly with shareholders and periodically with governance organizations to discuss emerging best practices. The Directors are interested in shareholders’ views about the Company, its governance and its operations. The Board oversees systems for receiving feedback from shareholders and it monitors feedback received by the Company. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 55
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Shareholders are encouraged to provide feedback to management and/or the Board Contact information To reach management: President and CEO Email: Scott.Balfour@emera.com Chief Financial Officer Email: Jared.Green@emera.com Executive Vice President and General Counsel Email: Mike.Barrett@emera.com Corporate Secretary Email: Brian.Curry@emera.com To reach the Board:(1) Chair of the Board Email: info@emera.com Chair of a Committee Email: info@emera.com (1) Confidential communications with the Chair of the Board or another Board member should be mailed to the address below marked “Private and Confidential.” The Board recognizes that shareholder engagement is an evolving practice and reviews its practices annually with a view to enhancing their effectiveness. Shareholder engagement process Contact information Shareholders may communicate with the Chair of the Board or other independent Attention: Chair of the Board of Directors Directors by sending them a letter using regular mail or other means of delivery. If of Emera Inc. (or Name of Independent Director) the envelope is marked “Private and Confidential,” it will be delivered, unopened, to P.O. Box 910, Halifax, Nova Scotia B3J 2W5 the Chair of the Board of Directors, or such other independent Director to whom it in a sealed envelope marked “Private and is addressed. Confidential” Shareholder Proposals Shareholders can submit proposals to be considered at the annual meeting of the Company provided they are duly submitted in advance and included in the Management Information Circular for the meeting. A shareholder intending to submit a proposal for consideration at an annual meeting must comply with the applicable provisions of the Nova Scotia Companies Act and the Articles. This includes compliance with the requirements for Director nominations contained in the Articles where the proposal includes a nomination for the election of an individual to the Board of Directors. In accordance with and subject to the requirements of the Companies Act, the Company will include a shareholder proposal in its Management Information Circular prepared for an annual meeting provided such proposal was received by the Company at least 90 days before the anniversary date of the previous annual meeting and provided such proposal is required by the Companies Act to be included in such Management Information Circular. Regardless of whether you are submitting a proposal, the nomination of Directors is still subject to compliance with the Articles, which require notice of the nomination not less than 30 days prior to the date of the annual meeting. Should you have any questions about shareholder proposals or Director nominations, please contact Emera’s Corporate Secretary using the contact information in the Notice of Meeting at the beginning of this Circular. 56 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2.7 Committees of the Board of Directors The Board is committed to effectively and efficiently carrying out its oversight responsibilities. As such, it strongly supports the work of its standing committees, to which certain functions are delegated as set forth in their written charters. All committees consist entirely of independent Directors. For more information about the Board’s standing committees, please see the section entitled Board Committees earlier in this Circular. Audit Committee Kent M. Harvey Role of the Audit Committee (Committee Chair) (1) The Audit Committee assists the Board in discharging its oversight responsibilities concerning the Isabelle Courville integrity of Emera’s financial statements, its internal control systems, the internal audit and assurance Paula Y. Gold-Williams process, the qualifications, independence and performance of the external auditors, the external audit B. Lynn Loewen process and its compliance with legal and regulatory requirements. Ian E. Robertson The Audit Committee is responsible for reviewing and recommending to the Board the annual financial Carla M. Tully statements and all related management’s discussion and analysis and earnings press releases. The Audit Committee has also been delegated the authority by the Board to review and approve the interim financial statements and related management’s discussion and analysis and earnings press Committee Members are releases. It also discusses with management any earnings press releases or other press releases 100 per cent independent containing financial information, as well as any financial information and earnings guidance provided to All members meet the analysts and ratings agencies. requirement for financial The Audit Committee evaluates and recommends to the Board the appointment of the external literacy under the applicable auditors and the compensation of such external auditors. Once appointed, the external auditors report rules of the U.S. Securities directly to the Audit Committee, and the Audit Committee oversees the work of the external auditors and Exchange Commission on concerning the preparation or issuance of the auditors’ reports or the performance of other audit, the New York Stock Exchange. review or attest services for Emera. Each Committee member has The Company’s lead internal auditor also reports directly to the Audit Committee, and the Audit been identified by the Board Committee approves the appointment, remuneration, removal and replacement of the lead internal as Audit Committee Financial auditor. Experts under U.S. securities The Audit Committee reviews and approves the internal audit plan, including activities, organizational law. Mr. Harvey is the former CFO structure, staffing, qualifications and budget and all major changes to the plan. The Audit Committee reviews and discusses Emera’s major financial risk exposures and the process for PG&E Corporation management has taken to monitor and control such exposures, including the use of financial Ms. Gold-Williams is a derivatives, hedging activities, credit and trading risks. Certified Public Accountant and former CFO for CPS The Audit Committee reviews management controls and processes concerning the administration of Energy investment activities, financial reporting and financial performance and funding of the pension plans. Ms. Loewen is the former CFO for Air Canada Jazz The Committee met in camera without management at every Committee meeting in 2025. (1) Ms. Courville was appointed to the Audit Committee by the Board on November 13, 2025. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 57
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Activities of the Audit Committee in 2025 The Audit Committee met five (5) times in 2025. In accordance with its mandate as set out in the Audit Committee Charter, the Audit Committee performed the following key functions in 2025: 1. Reviewed regular updates on accounting and disclosure issues; 2. Reviewed developments in securities regulation and financial oversight; 3. Reviewed an annual credit and market price risk report; 4. Reviewed an annual tax report, which provides an update on material changes to tax policies, processes, legislation, tax planning initiatives, tax payments and reporting and pending tax audits or assessments; 5. Reviewed quarterly payroll, pension and tax remittance confirmations; 6. Reviewed the performance of the lead internal auditor; 7. Reviewed a report on Executive compliance with the Emera Code of Conduct; 8. Received reports on the selection of a new Chief Financial Officer and a new Vice President Finance; 9. Reviewed and recommended amendments to the Audit Committee Charter to the Board of Directors to ensure compliance with SEC and NYSE listing requirements; 10. Reviewed an annual corporate compliance report and quarterly compliance reports; 11. Reviewed quarterly reports of material litigation; 12. Reviewed quarterly reports on legal and regulatory compliance; 13. Reviewed and recommended to the Board of Directors for approval the audited 2024 year-end financial statements, management’s discussion and analysis, and press release; 14. Reviewed and approved interim financial statements, management’s discussion and analysis, and press releases; 15. Reviewed the Chief Financial Officer’s quarterly reports on the Company’s financial results and forecasts; 16. Oversaw the work of management’s Disclosure Committee; 17. Reviewed and recommended amendments to the Disclosure Policy and Disclosure Committee Charter to the Board of Directors; 18. Reviewed regular reports from management and quarterly updates from Audit Services about the Company’s compliance program under National Instrument 52-109 and the Sarbanes-Oxley Act; 19. Reviewed quarterly reports of internal Audit Services and quarterly reports on the Company’s Ethics program, including fraud investigations, provided by the lead internal auditor; 20. Reviewed and approved the assurance and advisory plan, including resource structure and budget for the internal Audit Services function; 21. Reviewed pension plans performance in 2024; 22. Reviewed the 2025 Audit Plan of the external auditors, EY; 23. Evaluated the external auditors, including the lead external audit partner’s qualifications, performance, professional skepticism and independence and received reports and provide oversight on the selection of a new lead external auditor commencing in 2026; 24. Reviewed and recommended approval of the 2026 audit and non-audit services fees of EY to the Board of Directors; 25. Conducted annual performance evaluation of the Committee; and 26. Conducted annual review of the Audit Committee Charter. 58 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Management Resources and Compensation Committee (“MRCC”) Henry E. Demone Role of the MRCC (Committee Chair) The MRCC reviews overall compensation, including salary and benefits policies, and recommends such James V. Bertram (1) policies to the Board of Directors for approval. Isabelle Courville The MRCC supports the Chair of the Board in conducting a review of corporate goals and objectives Paula Y. Gold-Williams relevant to the President and CEO’s compensation and supports the Chair of the Board in Brian J. Porter(2) Jochen E. Tilk recommending such goals and objectives for the current year to the Board of Directors. The MRCC ensures that an assessment of the President and CEO’s performance in relation to these goals and objectives is completed. It makes recommendations to the Board of Directors relating to the President and CEO’s total compensation, including participation in incentive compensation and equity-based Committee Members are plans. It also makes recommendations about senior management’s total compensation and incentive 100 per cent independent. compensation and equity-based plans. It approves grants of stock options, performance share units The Committee met in camera (“PSUs”), restricted share units (“RSUs”) and deferred share units (“DSUs”) in accordance with the without management at every provisions of the respective plans. It reviews executive compensation disclosure prior to the Company Committee meeting in 2025. releasing such information to the public. The MRCC recommends executive officer appointments to the Board of Directors for approval. It supports and contributes to the Board’s succession planning process in respect of the President and CEO of the Company. It annually reviews the succession planning process for senior management and other potential senior management candidates, including for Emera’s subsidiaries, and oversees and contributes to that process. It reviews share ownership guidelines for executive officers. It satisfies itself that there are appropriate labour relations strategies in place and regularly reviews management’s direction and decisions made in support of labour and employee relations. The MRCC is responsible for evaluating the compensation programs to determine that they do not reward executive officers for taking inappropriate risks that may harm the interests of the Company and its shareholders. Under its Charter, the MRCC must conduct a compensation risk review annually to ensure that the compensation policies are designed to take account of and mitigate: (a) incentive opportunities that inadvertently encourage excessive and unnecessary risk-taking; (b) pay structures that inadvertently encourage behaviour that negatively impacts long-term value; (c) misalignment of pay and performance; and (d) payouts that are not aligned with Emera’s business strategy. Effective February 21, 2025, the MRCC also became responsible for reviewing policies, procedures and performance of the Company on health and wellbeing matters and whether the Company’s systems and policies relating to health and wellbeing matters are being approved, developed and effectively implemented. (1) Ms. Courville was appointed to the MRCC by the Board on November 13, 2025. (2) Mr. Porter is a current independent Director and member of the MRCC and SRC but is not standing for election as a Director at the Meeting. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 59
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Activities of the MRCC in 2025 The MRCC met six (6) times in 2025. In accordance with its mandate as set out in the MRCC Charter, the MRCC performed the following key functions in 2025: 1. Reviewed the 2024 Scorecard results for Emera and its operating companies and recommended approval by the Board of Directors; 2. Reviewed executive performance in 2024 and recommended 2025 executive compensation to the Board of Directors; 3. Reviewed Executive share ownership; 4. Reviewed and recommended Emera’s 2025 Corporate Scorecard to the Board of Directors; 5. Reviewed operating company Scorecards for 2024; 6. Reviewed and approved long-term incentive plan payouts in respect of 2022 grants; 7. Reviewed and approved 2025 long-term incentive plan grants, including associated performance metrics for the 2025 PSU grant; 8. Received a report on the status of labour negotiations across Emera and its operating companies; 9. Reviewed annual succession plans for senior management and provided oversight of succession planning process for President and CEO, the Chief Financial Officer and other senior executives; 10. Reviewed and recommended to the Board of Directors the 2025 compensation of the President and CEO; 11. Received and reviewed updates on trends in executive compensation; 12. Reviewed and recommended amendments to the Emera Recoupment Policy and the Emera Common Share Purchase Plan to the Board of Directors for approval to ensure compliance with SEC and NYSE listing requirements; 13. Reviewed and recommended amendments to the severance policy and treatment of stock options for senior executives (excluding the President and CEO) to the Board of Directors for approval; 14. Received and reviewed updates on health and wellbeing initiatives within the Company and its affiliates; 15. Reviewed an annual compensation design risk assessment; 16. Oversaw compensation-related disclosure in Emera’s 2025 Management Information Circular; 17. Received updates in respect of Emera’s Ethics program and Respectful Workplace program; 18. Reviewed and recommended amendments the MRCC Charter to the Board of Directors to ensure compliance with SEC and NYSE listing requirements; 19. Reviewed and approved the 2026 Work Plan of the compensation consultants; 20. Reviewed and approved the group of comparator companies to be used in benchmarking compensation payable to executives in accordance with applicable law; and 21. Reviewed a report on Emera Talent People strategy; 22. Conducted an annual evaluation of the MRCC; and 23. Conducted an annual review of the MRCC Charter. 60 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Nominating and Corporate Governance Committee (“NCGC”) Jochen E. Tilk Role of the NCGC (Committee Chair) The NCGC assists the Board with a variety of matters relating to corporate governance. One of its James V. Bertram primary duties is to provide the Company with a list of nominees for election as Directors to be included Henry E. Demone in the Company’s Management Information Circular prior to each Annual Meeting of Shareholders of B. Lynn Loewen the Company. The NCGC is responsible for identifying, considering and recruiting people qualified to become Directors, having regard to the skills, experience and qualifications of possible candidates, the key Committee Members are selection criteria approved by the Board. 100 per cent independent. The NCGC oversees the succession of Directors in accordance with the Board’s Renewal Principles and The Committee met in camera following a full skills assessment, having regard to the anticipated retirement of Directors. without management at every The NCGC is responsible for developing and communicating the Company’s approach to corporate Committee meeting in 2025. governance issues, and reviews and approves Emera’s disclosure of its corporate governance practices. The Committee keeps abreast of evolving governance best practices and regularly evaluates the governance practices of Emera. It reviews any disclosure of the Company’s corporate governance practice in accordance with applicable rules and regulations. The NCGC is responsible for assisting the Board and its Committees in determining Committee composition, as well as reviewing and updating the mandate of each Committee, for submission to the Board. It also makes recommendations to the Board on all components of non-employee Director compensation, including the Board Chair and Committee Chairs. In addition, the NCGC is responsible for determining the process by which annual performance assessments are to be conducted, which evaluate the performance of the Board, the Board Chair, individual Directors, Board Committee Chairs and Board Committee members. Activities of the NCGC in 2025 The NCGC met six (6) times in 2025.In accordance with its mandate as set out in the NCGC Charter, the NCGC performed the following key functions in 2025: 1. Reviewed Director succession planning and carried out ongoing Director recruitment; 2. Oversaw the recruitment process that led to the appointment of Isabelle Courville to the Board of Directors in September 2025; 3. Reviewed the Board Renewal Principles and recommended an amendment to clarify the age principle applicable to Directors which was approved by the Board of Directors; 4. Reviewed the Board Tenure Guideline; 5. Recommended to the Board of Directors for approval, the Director Nominees for election at Emera’s 2025 Annual Meeting of Shareholders; 6. Recommended to the Board of Directors the selection of Audit Committee financial experts for the purpose of Emera’s Form 40-F filed with the SEC; 7. Reviewed the cash and equity components of non-employee Emera Director compensation and recommended increases to the Director’s annual retainer, the annual retainer of the Chair of the Board and the Audit Committee Chair and MRCC Chair retainers that were approved by the Board of Directors; 8. Reviewed the annual retainers for non-employee Directors of certain operating companies and recommended changes that were approved by the Board of Directors; EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 61
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 9. Reviewed disclosure in respect of Director Nominees, Director compensation and the corporate governance practices for Emera’s 2025 Management Information Circular; 10. Reviewed the Board of Directors Charter, Committee Charters, the Chair of the Board of Directors Charter and the position description for Committee Chairs; 11. Reviewed the Board Diversity Policy; 12. Monitored the Company’s corporate governance practices against relevant best practices at leading corporations and recommend revisions to the corporate governance practices that were approved by the Board of Directors; 13. Reviewed the program of Directors and Officers insurance coverage; 14. Reviewed and recommended amendments to Emera’s Code of Conduct that were approved by the Board of Directors; 15. In consultation with the Chair of the Board, determined the process for conducting the annual Board and Director performance assessment; 16. Reviewed the process for executive management evaluations; 17. Reviewed and recommended amendments to the Audit Committee Charter, MRCC Committee Charter and NCGC Charter in order to ensure compliance with SEC and NYSE listing requirements; 18. Conducted an annual review of the NCGC Charter; and 19. Conducted an annual review of the Committee’s performance. 62 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Safety and Risk Committee (“SRC”)(1) Ian E. Robertson Role of the SRC (Committee Chair) The SRC assists the Board in discharging its accountabilities for Company oversight in the specific Kent M. Harvey (2) areas related to (i) preservation of employee and public safety, (ii) identification and mitigation of Brian J. Porter material risks to the Company and (iii) environmental and sustainability related matters. Jochen E. Tilk The SRC oversees the Company’s approach to the preservation of public and employee safety. It does Carla M. Tully this by receiving and reviewing with management: (a) The actual performance of the Company and its subsidiaries on safety matters; Established in February 2025 (b) The plans, policies and strategies employed by the Company to prioritize and manage safety to replace the former Risk including: (i) safety performance targets established by management; (ii) safety work plans; and Sustainability Committee (iii) emergency response plans and programs; and (iv) the effectiveness of implementation of safety and Health Safety and systems and policies; Environment Committee. (c) The status of Company’s (i) compliance with applicable and proposed legislation, regulations and Committee Members are orders related to safety; and (ii) conformance with applicable management system standards, 100 per cent independent. industry standards and best practices; The Committee met in camera (d) The mitigation strategies set out in the risk management action plans for one or more safety-related without management at every risks selected by the Committee, including (i) the approaches being undertaken to ensure strategies Committee meeting in 2025. are operationalized throughout the organization; and (ii) evidence that the accountabilities across the Company for the preservation of employee and public safety are clear; and (e) Any (i) incidents respecting the Company’s assets or operations involving: a fatality or a life-threatening injury to a person; any whistleblower events relating to safety matters; (ii) incidents involving personnel and public safety that have the potential to severely and adversely impact the Company’s reputation, financial situation and or business continuity; and (iii) significant regulatory audits, findings, orders, reports and/or recommendations issued by or to the Company related to safety matters or issues. The SRC also oversees the Company’s approach to identifying and mitigating material risks facing the Company. It does this by receiving and reviewing with management: (a) The Company’s (i) Enterprise Risk Management function, governance and program framework employed to identify, assess, monitor and manage enterprise risk and the approaches being undertaken to ensure key enterprise risks have been identified and strategies are operationalized so that the accountabilities for reducing the impact and/or the likelihood of such material risks are clear; (ii) the Risk Dashboard (including the identified enterprise level risks, heat map control environment assessment); and (iii) Risk Statement; (b) The Company’s (i) insurance risk transfer program; and (ii) business continuity programs; and (c) The Company’s (i) cyber security program; and (ii) the Company’s approaches to addressing the impact from artificial intelligence on Company operations. The Committee also oversees the Company’s approach to environmental and sustainability related matters. It does this by receiving and reviewing with management: (a) The environment and sustainability program framework and policies that the Company employs to monitor, manage and report on environmental compliance and sustainability-related risks and matters; (b) The Company’s Sustainability Report including any proposed public commitments regarding sustainability by the Company; and (c) Significant regulatory audits, findings, orders, reports and/or recommendations issued by or to the Company related to environmental matters or issues, together with management’s response thereto. The SRC receives ethics updates under the Company’s Code of Conduct relating to matters within the SRC’s scope of responsibility and reviews activities within that scope under the Company’s Ethics Program. It also receives and recommends to the Board for approval, the Company’s Modern Slavery Act Report. (1) The SRC was established by the Board, on the recommendation of the NCGC, effective February 21, 2025. It replaced the former Health Safety and Environment Committee and the former Risk and Sustainability Committee. (2) Mr. Porter is a current independent Director and member of the MRCC and SRC but is not standing for election as a Director at the Meeting. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 63
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Activities of the SRC in 2025 The SRC met three (3) times in 2025. In accordance with its mandate as set out in the SRC Charter, the SRC performed the following key functions in 2025: 1. Reviewed performance on the safety and environmental objectives and measures for the Company’s 2026 corporate Scorecard; 2. Received and reviewed quarterly reports on the Company’s safety and environment assurance program; 3. Received a report on the 2025 safety work plans for the Company and its operating subsidiaries; 4. Received and reviewed quarterly reports on the safety performance of the Company and its operating subsidiaries; 5. Received and reviewed reports on the workplace safety programs and cultures of the Company operating subsidiaries; 6. Received quarterly reports on Emera’s Ethics program; 7. Received and reviewed quarterly cybersecurity and artificial intelligence reports; 8. Received and reviewed the quarterly Risk Dashboard and Heat Map, which captures the major enterprise risks, including primary, mature and evolving risks, as determined by management; 9. Reviewed Emera’s Risk Statement; 10. Reviewed and received reports on the Company’s Enterprise Risk Management program; 11. Received a report on Emera’s Enterprise Risk Management framework and governance structure; 12. Received and reviewed a report on the Company’s insurance program; 13. Received a report on primary and evolving risks for the Company and its operating subsidiaries; 14. Received and reviewed the quarterly Sustainability and Environment Dashboard; 15. Received and reviewed counterparty risks for operating subsidiary; 16. Received and reviewed report on Emera’s sustainability governance and program framework; 17. Received and reviewed reports related to the Company’s progress in relation to its sustainability strategy; 18. Received and reviewed reports on emerging sustainability risks and trends; 19. Received report on Company’s 2024 Sustainability Report; and 20. Conducted a review of the SRC’s Charter. 64 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2.8 Director Compensation The Board of Directors determines the compensation for the Company’s Directors on the recommendation of the NCGC. The compensation of Directors is designed to: 1. Recognize the substantial time commitments required to oversee management of the Company; 2. Attract and retain highly skilled and experienced individuals to serve on Emera’s Board; 3. Ensure alignment with shareholders’ long-term interests; and 4. Support Directors’ independence from management. 2025 Compensation Rates for Directors Listed below are the annual compensation rates for non-executive Directors in 2025. For information about changes to Director compensation in 2026, see the section below entitled Annual Review and Changes for 2026. In 2025, the annual retainer for each Director was $275,000, of which $160,000 was payable in DSUs and $115,000 in cash. Subject to Emera’s Share Ownership Guideline (as described later in this Circular), Directors can elect to receive some or all of their cash compensation in the form of additional DSUs. The Company does not offer option-based awards, non-equity incentive plan participation or participation in a Company pension plan to its non-executive Directors. The Chair’s annual retainer is an all-inclusive fee, meaning the Board Chair receives no meeting fees or any other retainer for serving as Emera’s Board Chair. The all-inclusive annual retainer of the Board Chair in 2025 was $475,000. This was comprised of $237,500 in DSUs and $237,500 in cash. Cash amount DSUs Total Annual Retainers for Directors in 2025(1) ($) ($) ($) Chair retainer 237,500 237,500 475,000 Director retainer 115,000 160,000 275,000 Audit Committee Chair retainer 27,500 N/A 27,500 Audit Committee member retainer 12,500 N/A 12,500 MRCC, NCGC, SRC, HSEC and RSC Chair individual retainers(2) 25,000 N/A 25,000 MRCC, NCGC, SRC, HSEC and RSC member individual retainers(3) 10,500 N/A 10,500 (1) Note: The former Health, Safety and Environment Committee and the former Risk and Sustainability Committee, were both dissolved in February 2025. (2) Note: Retainer for each Committee Chair. (3) Note: Retainers for individual members of each Committee. Each Director is entitled to an annual travel allowance of $10,000. Members of ad hoc committees of the Board receive meeting fees ($1,750 in-person meeting fee; $1,250 videoconference/ telephone meeting fee) for their participation in each committee meeting, but typically receive no annual retainer for being a member of an ad hoc committee because of the nature of the committee’s existence, having generally been established for a specific purpose and a temporary period of time. There were no ad hoc committees of the Board appointed in 2025. For further information on the Company’s committees, see Committees of the Board of Directors earlier in this Circular. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 65
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Total Director Compensation in 2025 Compensation is made up of applicable retainers and the annual travel allowance of $10,000. The table below details the total compensation paid to Directors in 2025. Mr. Balfour is not included in the table as his compensation for service as Emera’s President and CEO is disclosed in the Statement of Executive Compensation later in this Circular. He does not receive any additional compensation for his services as a member of the Board of Emera or as a member of the Board of any of Emera’s subsidiaries or investments. Total Director Compensation in 2025 Board Retainer DSUs held Total 2025 Portion of change in Value of DSUs Market value Share- cash fees value vested or of total Cash fees Based All other taken in of all DSUs earned during DSU earned Awards compensation Total DSUs held 2025 holdings Director ($)(1) ($)(2) ($) ($) (%) ($)(3) ($)(4) ($)(5) James V. Bertram 148,026 308,026 N/A 148,026 100 554,321 522,573 3,218,063 Isabelle Courville(*) 39,326 85,792 N/A 39,326 100 N/A 108,002 108,002 Henry E. Demone 160,500 160,000 N/A 160,500 0 680,957 362,375 3,673,655 Paula Y. Gold-Williams(6) 206,984 366,984 N/A 206,984 100 267,681 531,686 1,833,335 Kent M. Harvey(6) 212,991 160,000 13,985(6), (7) 226,976 100 430,766 304,475 2,399,154 B. Lynn Loewen 149,467 309,467 N/A 149,467 100 1,013,701 630,716 5,560,029 Brian J. Porter(**) 146,279 306,279 N/A 146,279 100 68,927 407,966 743,138 Ian E. Robertson 160,474 320,474 N/A 160,474 100 230,793 463,543 1,585,816 M. Jacqueline Sheppard(***) 142,116 312,945 N/A 142,116 100 2,055,889 876,944 10,874,090 Karen H. Sheriff 249,958 476,629 N/A 249,958 100 315,487 682,551 2,216,668 Jochen E. Tilk 171,000 331,000 N/A 171,000 100 527,189 615,521 3,109,211 Carla M. Tully(6) 206,984 160,000 N/A 206,984 0 52,457 216,925 472,009 (1) This column shows the annual cash retainer, committee retainers, travel allowance and ad hoc meeting fees. All fees were paid in Canadian dollars except where noted. Fees paid in U.S. dollars have been converted to Canadian dollars for purposes of this table using the applicable exchange. (2) This column shows the grant value of the portion of the annual retainer that is paid in the form of DSUs. DSUs are credited on the last business day of each calendar quarter. The number of DSUs credited to a Director is determined by dividing the dollar amount of the quarterly portion of the fee to be paid in DSUs by the fair market value of a share on the last trading day of the preceding calendar year. (3) This column shows the change in value of all DSUs held by each Director at the beginning of the year because of the change to the Emera common share closing price from $53.73 at the beginning of the year to $67.64 on December 31, 2025. (4) This column shows the market value, as of the applicable vesting date, of all DSUs that vested in 2025, including DSUs credited as dividend equivalents during the year. DSUs, including dividend equivalents, vest on the date of grant. The number of DSUs credited as dividend equivalents is determined by dividing the amount obtained by multiplying the amount of the dividend declared and paid per share by the number of DSUs recorded in the Director’s account on the record date by the fair market value of a share on the payment date. (5) This column shows the market value, as of the applicable vesting date, of all DSUs held by each Director at the end of 2025 based on the December 31, 2025 Emera common share closing price of $67.64. (6) As U.S.-domiciled Directors, the annual cash retainer, committee retainers and travel allowance were paid to Ms. Gold-Williams, Mr. Harvey and Ms. Tully, in U.S. dollars, using a one-to-one conversion rate to the Canadian dollar. (7) Mr. Harvey also received compensation for serving as a Director of Emera US Holdings Inc. This was paid in U.S. dollars. (*) Ms. Courville commenced serving as a Director in September 2025. (**) Mr. Porter is not standing for election as a Director at the Meeting. (***) Ms. Sheppard ceased to be a Director effective January 20, 2026. The table above includes compensation earned by Emera Directors who served on the Board of Directors of Emera subsidiaries. What follows is more information about Emera’s Directors who served on the Boards of its subsidiaries. 66 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Compensation of Emera Directors on Operating Company Boards The Emera Board of Directors, on the recommendation of the NCGC, also determines the compensation to be received by Emera Directors who serve on the Boards of Emera’s subsidiaries. Such compensation received by each Emera Director that serves as a Director on the Board of an Emera subsidiary is reported under “All other compensation” and “Total” in the table above-entitled Total Director Compensation in 2025. Emera US Holdings Inc. is a United States holding company that holds certain United States-based investments of Emera. Non-employee members of the Board of Directors of Emera US Holdings Inc. receive an annual retainer of $10,000 USD for serving on its Board, plus $1,000 U.S. for any meetings. Mr. Harvey became a Director of Emera US Holdings Inc. effective May 24, 2024 and received $13,985 in compensation in 2025 for serving on its Board.(1) Annual Review and Changes for 2026 The NCGC annually reviews the compensation of Directors to help ensure it is appropriate. The NCGC reviews the compensation practices of publicly traded companies similar in size and complexity to Emera to determine whether the Directors are appropriately compensated for the responsibilities and risks involved in being a member of the Company’s Board. The review is based upon publicly available information concerning Directors’ compensation and the advice of Mercer (Canada) Limited, a third-party compensation consultant. The NCGC has adopted the 50th percentile as a target for Director compensation and has determined it would be appropriate for Emera to continue to position total compensation of Directors at approximately the median of its peer group, which is the average of the Canadian and United States sub-groups. The peer group used for Director compensation purposes is the same as the benchmarking comparator group used for senior executive compensation purposes and disclosed in the Statement of Executive Compensation later in this Circular. Based on this approach and on such annual review, the Board, on the recommendation of the NCGC, approved an increase in the annual retainer for Emera Directors by $25,000 per annum, all payable in cash, for a total annual Director retainer of $300,000, effective January 1, 2026. The Board, on the recommendation of the NCGC, also approved an increase to the annual retainer for the Chair of the Board in 2026. Effective January 1, 2026, the annual retainer for the Chair of the Board has been increased by $20,000, $10,000 of such increase payable in cash and $10,000 payable in DSUs, for a total annual Chair of the Board retainer in 2026 of $495,000.(2) In addition, the Board, on the recommendation of the NCGC, also approved a $2,500 increase to the annual Committee Chair retainer for the Audit Committee and a $5,000 increase to the MRCC Chair retainer, for a total annual Committee Chair retainer of $30,000 for each of the Audit Committee Chair and MRCC Chair. There were no increases in the NCGC Chair’s annual retainer or the Safety and Risk Committee Chair’s annual retainer. The increases to the Audit Committee Chair’s annual retainer and the MRCC Chair’s annual retainer were effective January 1, 2026. (1) Compensation amounts are stated in Canadian dollars. (2) The Board of Directors on the recommendation of the NCGC, also approved an increase to the Chair of the Board retainer effective January 1, 2027 of an additional $25,000, split equally between the cash and DSU components; provided however, this further increase will be reviewed again by the NCGC as part of its annual review in 2026. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 67
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Effective January 1, 2026, the rates of compensation for Emera Directors are as follows: Cash amount DSUs Total Annual Retainers for Directors in 2026 ($) ($) ($) Chair retainer 247,500 247,500 495,000 Director retainer 140,000 160,000 300,000 Audit Committee Chair and MRCC Chair retainers 30,000 N/A 30,000 Audit Committee member and MRCC member retainers 12,500 N/A 12,500 NCGC Chair and SRC Chair retainers 25,000 N/A 25,000 NCGC member and SRC member retainers 10,500 N/A 10,500 Director Share Ownership Guideline Director common share and DSU ownership is viewed by Emera as an important means of enhancing the alignment of Director and shareholder interests. Under Emera’s Director Share Ownership Guideline, each Director must own three times (3x) the total cash and equity-based annual Board retainer in Emera common shares or DSUs, or a combination of the two. New Directors must meet the ownership requirement of the Share Ownership Guideline within three years of joining the Board and are required to take 100 per cent of their compensation in DSUs until they have met the Director Share Ownership Guideline. The Chair of the Board must own three times (3x) the total cash and equity-based annual Board Chair retainer in Emera common shares or DSUs, or a combination of the two, within three years of their appointment date as Chair of the Board. Based on the annual cash ($140,000) and equity-based ($160,000) retainer compensation for 2026 each Director must own Emera shares or DSUs, or a combination of the two, worth $900,000. The ownership requirement for the Chair of the Board, based on the Chair’s annual cash ($247,500) and equity-based ($247,500) retainer compensation, is $1,485,000. The table below shows each Director Nominee’s equity ownership as of December 31, 2025 and their holdings for the previous year, except Mr. Balfour because he is required to meet the share ownership requirements for executive officers (see Executive Share Ownership Requirements and Anti-Hedging Policy in the Statement of Executive Compensation in this Circular). All of Emera’s Director Nominees are in compliance with the Director Share Ownership Guideline. Ms. Courville joined the Board in September 2025 and has until September 2028 to meet the Share Ownership Guideline. 68 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Total Value at Year to meet common December 31, Multiple of 2025 Share Ownership share ownership Director Nominee shares Total DSUs 2025(1) annual retainer Requirement(2) requirement Scott C. Balfour(3) 118,404 184,893 20,515,009 — — —James V. Bertram 14,170 47,576 4,176,522 13.9 3x Achieved Isabelle Courville(4) 2,000 1,597 243,282 0.8 3x 2028 Henry E. Demone 10,864 54,312 4,408,496 14.6 3x Achieved Paula Y. Gold-Williams Nil 27,104 1,833,335 6.1 3x Achieved Kent M. Harvey Nil 35,469 2,399,154 7.9 3x Achieved B. Lynn Loewen 4,490 82,200 5,863,733 19.5 3x Achieved Ian E. Robertson 32,600 23,445 3,790,880 12.6 3x Achieved Karen H. Sheriff (Chair) 3,000 32,772 2,419,588 4.8 3x Achieved Jochen E. Tilk Nil 45,967 3,109,211 10.3 3x Achieved Carla M. Tully 13,000 6,978 1,351,329 4.5 3x Achieved (1) The payout or market value of common shares/DSUs is based on the Emera common share closing price of $67.64 as of December 31, 2025. (2) Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two. The Chair of the Board must own three times the total cash and equity-based annual Board Chair retainer in Emera common shares or DSUs, or a combination of the two, within three years of their appointment date as Chair of the Board. (3) Mr. Balfour is subject to the share ownership requirements for executive officers (see Executive Share Ownership Requirements and Anti-Hedging Policy in the Statement of Executive Compensation in this Circular). (4) Ms. Courville was appointed to the Board in September 2025. She has until September 2028 to meet the Share Ownership Guideline. She takes 100 per cent of her compensation in DSUs. Directors Are Increasing Their Share/DSU Ownership Over Time By virtue of the compensation payable in DSUs, more than 53 per cent of the annual retainer for Emera Directors will be paid in DSUs, which mirrors the value of Emera common shares. The Directors increase their DSU ownership by at least $160,000 per annum. Most of the Director Nominees have elected to receive DSUs in lieu of the cash component of the compensation they would otherwise be entitled to as Emera Directors. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 69
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Directors’ DSU Plan Under the Directors’ Deferred Share Unit and Share Purchase Plan (the “Directors’ DSU Plan”), non-employee Directors may elect to receive all or any portion of their cash compensation in DSUs in lieu of that cash compensation, subject to the requirement to receive a minimum portion of their annual retainer in DSUs and the Emera Director Share Ownership Guideline. Directors’ fees are paid on a quarterly basis, at which time, the applicable amount is converted to DSUs. The number of DSUs to be credited is determined by dividing: (a) the quarterly portion of the Director’s annual fee that the Director is required to receive in DSUs, together with the portion the Director elected to be paid in DSUs by (b) the fair market value of an Emera common share on the last trading day of the preceding calendar year, with fractions computed to three decimal places. A DSU is a unit that has a value based upon the value of one Emera common share. When a dividend is paid on Emera’s common shares, the Director’s DSU account is credited with additional DSUs computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per common share by the number of DSUs recorded in the Director’s account on the record date for the payment of such dividend by (b) the market price of a common share as of the dividend payment date. To further encourage Directors to acquire Emera shares, the Directors’ DSU Plan was amended in September 2022 to provide them with the opportunity to elect to receive market-purchased shares. Under the Directors’ DSU Plan, Directors may elect in advance to receive DSUs, common shares of Emera, or a combination of DSUs and shares, in lieu of their cash compensation. Any portion of a Director’s fees that the Director elects to receive in the form of shares would not be deferred compensation (as is the case when a Director receives fees in the form of DSUs) and, therefore, would be subject to applicable income tax withholdings. Thus, compensation net of tax withholdings would be used to purchase shares. Under the Directors’ DSU Plan, Directors may request that Company shares acquired on their behalf be (i) sold or (ii) withdrawn from the revised Directors’ DSU Plan and delivered in accordance with such Director’s instructions. Absent special instructions, the custodian would hold the shares in an account maintained by the custodian for the benefit of the Director. Any dividends earned on such shares would be automatically reinvested in shares acquired on the market and credited to the Director’s account. 70 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2.9 Additional Information Additional information relating to the Company may be found under the Company’s profile on the System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system at www.sec.gov. The Company’s financial information is contained in its comparative financial statements and management’s discussion and analysis for the financial year ended December 31, 2025. Documents and websites referenced herein are not incorporated by reference into this Circular unless the incorporation by reference is explicit. References to our website address in this Circular are intended to be inactive textual references only. The disclosure required by National Instrument 52-110 Audit Committees, including the text of the Audit Committee’s charter, can be found in the “Audit Committee” section of the Company’s Annual Information Form for the year ended December 31, 2025 as filed on SEDAR+ at www.sedarplus.ca and with the Form 40-F filed on EDGAR at www.sec.gov. For copies of the Company’s financial statements and management’s discussion and analysis, you may also contact the Office of the Corporate Secretary at: Corporate Secretary P.O. Box 910, Halifax, Nova Scotia B3J 2W5 Telephone: 902-233-4084; Facsimile: 902-428-6171; Email: Brian.Curry@emera.com. Shareholders who have questions or who require assistance in voting are encouraged to contact Emera’s proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group by email at assistance@laurelhill.com, or by texting “INFO” to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America). EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 71
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 3. Executive Compensation Emera’s approach to executive compensation is supported by strong governance and robust risk management, and designed to achieve results, drive growth and deliver value to customers and shareholders. Recruiting and retaining top talent is fundamental to Emera’s success. In This Section 3.1 Message from the Management Resources and Compensation Committee to Our Shareholders 73 3.2 Compensation Discussion and Analysis 74 3.3 Performance Graph 105 3.4 NEO Summary Compensation Table 107 72 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 3.1 Message from the Management Resources and Compensation Committee to Our Shareholders Dear Shareholder, In 2025, Emera made meaningful progress in advancing our corporate strategy, highlighted by our successful listing on the New York Stock Exchange, continued momentum in the New Mexico Gas Company divestiture process, and solid in-year total shareholder returns of 32 per cent. The Company also achieved strong financial results, including a 19 per cent increase in adjusted net income(1), further strengthening its balance sheet and credit ratings. Despite delivering a strong year on many fronts, we faced significant challenges as a team in 2025. First and foremost, the unfortunate fatality at Tampa Electric in the first quarter was a tragic a reminder that our work on safety is never done. Also, the cyber security incident at Nova Scotia Power last year has resulted in an even deeper commitment to secure and safe systems. Given the severity of these events, the 2025 annual incentive outcomes were adjusted and details are outlined below. Building on our strong succession plans and our long-term vision for Emera’s future, we were pleased to welcome Jared Green to the team in 2025 as Chief Financial Officer. His appointment represents an important step in continuing to strengthen our leadership team and ensuring we have the experience and strategic capability required to support Emera’s continued growth, financial resilience, and execution of our corporate strategy. All aspects of Emera’s compensation programs, including executive compensation, are overseen by the Management Resources and Compensation Committee of the Board (the “Committee” or “MRCC”). In this Circular, we are pleased to provide an overview of our approach to executive compensation, the Board’s assessment of Emera’s 2025 performance and our decisions relating to executive compensation. Emera’s approach to executive compensation is designed to align pay with performance and the creation of long-term shareholder value creation. We do this by ensuring a significant portion of the compensation paid to executives is directly linked to the achievement of corporate objectives and share price performance. This is reflected in the CEO’s 2025 compensation, with 87 per cent considered at-risk and fully linked to corporate performance outcomes. Additionally, our share ownership guidelines require our executives to hold significant equity (or equity equivalents) in Emera. The MRCC carefully and regularly assesses performance measures and targets to ensure they reflect Emera’s values and strategic priorities and recommends changes to the Board as appropriate. The targets must be achieved within the principles of prudent risk management, good corporate governance and compliance with relevant regulations. Guided by these principles, along with input from other members of the Board and independent consultants, the MRCC oversees the establishment of Emera’s performance goals, which are based on Board-approved financial objectives and budgets. The MRCC also assesses Emera’s executive compensation programs, including short- and long-term incentive payouts for the executive team. 2025 Compensation Our compensation philosophy is guided by the median level of compensation paid by our peer group, which is made up of companies of a similar size and scope as Emera. In addition to market competitive data, the Committee considers experience, uniqueness of responsibilities and performance of our Executive Leadership Team, including the Named Executive Officers (“NEOs”), in setting the level of target compensation. At the end of 2024, the Committee reviewed Emera’s compensation Benchmarking Peer Group and refined the group to ensure closer alignment with Emera. The Committee subsequently reviewed benchmarking analyses from both Hugessen Consulting Inc. (“Hugessen”), the Board’s independent compensation advisor, and Mercer (Canada) Limited (“Mercer”), management’s external compensation advisor. This analysis and peer comparator alignment helped inform compensation decisions for 2025. Based on the comparison of Emera’s target compensation to the market and Hugessen’s CEO pay-for-performance analysis, which indicates continued alignment with shareholder outcomes (see Total Shareholder Return and President and CEO Compensation on page 105), the Committee is confident that our NEOs are compensated fairly and in line with our compensation philosophy. The Committee continues to monitor market developments to ensure competitive positioning and our ability to attract and retain the talent and capabilities needed to operate our assets effectively and deliver on our strategy. (1) Adjusted net income is a non-GAAP measure, which does not have a standardized meaning under GAAP. For more information and a reconciliation to the nearest GAAP measure, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2025 MD&A. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 73
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Emera’s 2025 Corporate Scorecard was structured to balance financial performance with key strategic and operational priorities. Financial measures represented 70 per cent of the scorecard, highlighting the importance of delivering strong and sustainable results for customers, shareholders, and communities. The remaining 30 per cent of the scorecard was allocated to non financial measures, reinforcing Emera’s commitment to broader organizational objectives. This balanced approach ensures that executives are incentivized not only to meet financial targets but also to advance long term priorities that strengthen Emera’s culture, operations, and overall impact. Recognizing Emera’s performance against objectives established for the 2025 Emera Corporate Scorecard, the Board approved an annual Short-Term Incentive Plan (“STIP”) payout of 121.3 per cent of target for the corporate NEOs. Although an overall performance result of 151.3 per cent was achieved on the balanced scorecard, results were adjusted to reflect the serious incidents referenced above. The Safety component was adjusted from 20 per cent to 0 per cent for corporate NEOs in accordance with the scorecard’s adjustment guidelines given the fatality at Tampa Electric. Furthermore, management recommended, and the Committee agreed, to apply a 10 per cent reduction to the scorecard result for Emera Inc. Vice Presidents (“VP”) and above to reflect the severity of the cyber security incident at NSP. A full description of the 2025 Scorecard metrics and results is provided in 2025 Short-Term Incentive Results on page 89. Our 2025 Long-Term Incentive Program (“LTIP”), which consisted of performance share units (“PSUs”), restricted share units (“RSUs”) and stock options, is also closely aligned with our performance objectives. PSUs are linked to performance metrics that are measured over a three-year period. The 2023 PSU grant, which had a performance period from January 1, 2023 to December 31, 2025, measured Emera’s growth in adjusted earnings per share for compensation purposes (“compensation EPS”(1)) and Emera’s total shareholder return (“TSR”) relative to a custom Canadian peer group. Compensation EPS growth exceeded target and Emera’s TSR performance fell slightly below target level, which resulted in a performance factor of 141.0 per cent, a marked increase compared to our five-year average performance factor of 95 per cent. A full description of the 2023 PSU grant result is provided on page 99. The Committee also conducted its annual assessment with a third-party advisor to identify potential risks associated with Emera’s compensation design and policies. The assessment concluded that there are no material risks associated with Emera’s compensation programs and the Company has an appropriate system of checks and balances to mitigate the level of risk undertaken by management. Based on Emera’s performance in 2025 and the impact of that performance on the compensation paid to our executives, we remain confident that our incentive plans and resulting payouts are closely aligned with the interests of our shareholders. Shareholder Feedback At our 2025 Annual Meeting, we held our annual “Say on Pay” advisory vote for shareholders to indicate whether they agree with Emera’s compensation practices and policies. We are pleased that shareholders voted 95.9 per cent in favour of our approach to executive compensation. At this year’s Annual Meeting, we will again be presenting a “Say on Pay” non-binding advisory resolution. As part of our continued commitment to shareholder engagement, it is important for us to receive direct feedback from our shareholders and to have constructive dialogue about our compensation decisions and other governance matters. We encourage you to read the compensation discussion and analysis before you vote your shares. Please find the details on how to contact the Chair of the Committee or the Chair of the Board at the address listed on page 56. 3.2 Compensation Discussion and Analysis Named Executive Officers for 2025 The NEOs disclosed in this Compensation Discussion and Analysis include the President and Chief Executive Officer (“CEO”), the Former Chief Financial Officer (“CFO”), our new CFO, and the next three highest-compensated executive officers of the Company or its subsidiaries, as defined by Canadian securities legislation. (1) Compensation EPS is a non-GAAP measure and does not have standardized meaning under United States Generally Accepted Accounting Principles (“USGAAP” or “GAAP”). A reconciliation of this non-GAAP measure to the nearest GAAP measure is discussed on page 91. 74 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Scott C. Balfour President and CEO, Emera Inc. Mr. Balfour became President and CEO of Emera in 2018, after joining as CFO in 2012 and COO in 2016. He played a key role in the $10.4B acquisition of TECO Energy in 2016. Since assuming the CEO position, Emera’s TSR has grown at an annualized rate of 12.1%, which compares favorably to our closest peer and both Canadian and US sector benchmarks.(1) Under his leadership, Emera focuses on providing reliable, affordable and cleaner energy. Mr. Balfour was named CEO of the Year in 2021 by Atlantic Business Magazine. Prior to Emera, he led Aecon Group’s growth from $60 million to $2.8 billion. He serves as a director of several Emera companies, including Tampa Electric, and is a board member of the Edison Electric Institute and the Business Council of Canada. He holds a BBA from Wilfrid Laurier University and an MBA from the University of Western Ontario. Greg Blunden Former CFO, Emera Inc. (CFO until December 1, 2025) Mr. Blunden became CFO of Emera Inc. in March 2016. Since joining Emera in 2000, he has held various leadership roles at Emera, Emera Maine and Nova Scotia Power, with expertise in finance, business development, utility operations and regulatory policy. He previously served as Vice President of Corporate Strategy & Planning at Emera and EVP at Nova Scotia Power. Mr. Blunden is a Mount Allison University graduate and a Fellow Chartered Professional Accountant (FCPA), awarded in 2019. On December 1, 2025, Mr. Blunden stepped down as the Emera CFO, following the announcement of a CFO transition plan. Mr. Blunden has taken on the new role of Executive Vice President, Finance, Emera USA, assuming Finance leadership and responsibility for both Tampa Electric and Peoples Gas. Jared Green CFO, Emera Inc. (Appointed CFO on December 1, 2025) Mr. Green serves as the Chief Financial Officer of Emera Inc., having been appointed to the role in December 2025. In this capacity, he leads the company’s Finance, Investor Relations, Treasury, Tax, and Commercial Investments functions. Before joining Emera, Mr. Green was the President and Chief Executive Officer of TriSummit Utilities (formerly AltaGas Canada), where he led the regulated natural gas utility and renewable power company. Mr. Green’s deep expertise in the regulated utility sector and long-standing experience in senior financial and operational roles is an asset to Emera. Mr. Green holds degrees from the University of Calgary and the University of Saskatchewan, is a Chartered Professional Accountant (CA) and has an ICD.D designation. (1) Measured from March 29, 2018 to December 31, 2025. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 75
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Archie Collins President and Chief Executive Officer, Tampa Electric Mr. Collins became President and CEO of Tampa Electric in May 2021. He started his career in 1990 with Nova Scotia Power and has held senior roles at Nova Scotia Power, Emera Energy, Emera Caribbean, and Tampa Electric. He is a chemical engineer with degrees from St. Francis Xavier University and Dalhousie University. Mr. Collins serves on several boards, including the Florida Chamber of Commerce, Florida State Fair, Tampa Bay Economic Development Committee (serves as chair), and the Association of Edison Illuminating Companies. He is a member of the Florida Council of 100. In 2025, Mr. Collins assumed responsibility for Emera-wide Safety. Karen Hutt Chief Strategy and Growth Officer, Emera Inc. Ms. Hutt joined Emera in 2001 and has most recently led Emera’s business development and strategy, assuming these duties after serving as President and CEO of Nova Scotia Power (2016 2019) and VP of Mergers and Acquisitions, where she helped execute the TECO Energy deal. Ms. Hutt has also been an Executive VP at Emera Energy and President of Northeast Wind. Active in the community, she serves on the Acadia Board of Governors and has held leadership roles at the IWK Health Centre and Junior Achievement of Nova Scotia. She holds degrees from Acadia University and Mount Saint Vincent University and an ICD.D designation. In 2026, Ms. Hutt assumed the title and duties of Executive Vice President (“EVP”), Corporate Development and will become CEO, Emera Energy on July 1, 2026. Helen Wesley President and CEO, Peoples Gas Ms. Wesley joined Emera in 2020 as Chief Operating Officer of Peoples Gas Company and assumed the role of President and CEO in 2021. She has held senior operational and strategic roles across regulated and unregulated utilities and energy and chemicals companies. Prior to joining Peoples Gas, Ms. Wesley served as Chief Financial Officer and Executive Vice President of Finance and Information Technology at ENMAX Corporation. She also spent nine years as a director with a global public midstream gas processing company. Ms. Wesley holds an MBA in international business from Bentley College, is a Chartered Financial Analyst, and holds the ICD.D designation. In 2025, Ms. Wesley assumed responsibility for Emera-wide Enterprise Risk. 76 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Compensation Principles Emera’s approach to executive compensation is designed to achieve results, drive growth and deliver value to customers and shareholders. We are committed to the following key principles: Align executives’ financial interests with Pay competitively with Emera’s strategic goals and the interests our North American peers of shareholders, customers, and stakeholders Reward Emera’s executives for Balance short- and long-term incentive plans sustained growth in shareholder value and that reflect our pay-for-performance philosophy advancing our strategic objectives Manage risk through good governance Pay-for-Performance Philosophy A core principle of Emera’s executive compensation philosophy is that a significant portion of executive compensation is at risk and linked to share price performance and the achievement of performance objectives that measure whether shareholders are receiving appropriate return for their investment. The at-risk components include both short- and long-term incentives, which establish measurable financial, organizational, environmental, safety, people, and cybersecurity measures that, if achieved, add value to the Company. The incentive compensation plans are structured to reward higher payments for exceptional performance and lower payments, and potentially no payment, if target performance is not met. Emera must reach a minimum performance threshold to make any payment toward a specific objective; otherwise, no payment will be made. The performance of the President and CEO is evaluated by the Board Chair, in collaboration with the MRCC and the full Board. The President and CEO assesses the performance of other executives against set objectives and provides a recommendation to the MRCC, which then discusses the evaluations with the Board of Directors for final approval. Generally, the at-risk compensation component of total compensation increases in conjunction with the individual executive’s level of responsibility. The Company considers many factors when developing the incentive plans, including current compensation trends, plan costs (including maximum payout values), expected value to be delivered to participants and analysis of threshold, target and stretch payouts. Both short- and long-term incentive plans are modelled using historical and prospective performance scenarios. This stress testing provides the MRCC and the Board with reasonable assurance that the plan payouts will be appropriately aligned with shareholder and Company objectives. The Company conducts analyses every year to determine how actual payouts compare to expected payouts and whether the plan components and design remain appropriate or require any changes. The MRCC and Board reserve the right to exercise discretion in adjusting compensation payouts up or down to align with Company results, which may include refraining from paying out any amounts under the incentive compensation plans where circumstances warrant. In 2025, the Committee exercised their discretion to reduce the overall balanced scorecard outcome due to the cyber security event. The MRCC has previously approved a set of guiding principles to govern when discretion is applied to ensure consistency and fairness when adjustments are made to incentive compensation. These guidelines are detailed on page 91. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 77
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Market Competitiveness Emera benchmarks executive compensation to ensure the Company pays competitively in the markets where it operates and to attract and retain high-quality talent. Emera’s executive compensation program is designed to generally provide total target compensation at the median of compensation paid by comparable companies whose operations are of a similar size and scope as Emera. Pay positioning, in some specific cases, may be above or below the median based on experience, uniqueness of responsibilities, performance, succession planning, tenure, and affordability. Total target compensation for senior management, including the NEOs, is comprised of base salary, target short-term incentives and target long-term incentives linked to creating shareholder value. Compensation Program Emera’s compensation program includes the following components: Annual Base Salary Salaries are benchmarked against companies of similar size, scope, geography as Emera (Page 88) or the respective affiliate and are set to reflect the degree of special skills and knowledge required now and in the future for the position and the performance and contribution of the individual. Annual Annual Short-term Short-term incentive objectives are set forth in scorecards and consist of key annual Incentive objectives linked to the Company’s corporate strategy. These scorecards establish (Page 88) measurable financial, organizational, environmental, people and governance objectives including safety and cyber security that, if achieved, add value to the Company. PSUs An equity-based incentive tied to performance criteria measured over a three-year period. (Page 97) PSUs vest at the end of the three-year performance period and pay out in cash, with payment contingent on meeting the performance targets. Long-term RSUs An equity-based incentive that creates further alignment with the shareholder experience. (Page 100) RSUs vest at the end of the three-year vesting period and pay out in cash. Stock Options Stock options encourage performance with a long-term focus, driving shareholder value. (Page 100) Pension Plan The Pension Plan consists of either defined benefit or defined contribution components (Page 110) and a supplemental employee retirement plan, all of which are governed by a pension oversight governance framework. Other Employee Common Share The ECSPP encourages share ownership and further links our employees to the success of Benefits Purchase Plan (ECSPP) the Company. (Page 113) Perquisites The Company offers market competitive non-compensation components such as (Page 103) allowances and an annual executive medical evaluation. Management Resources and Compensation Committee The Board has assigned responsibility to the MRCC to review, recommend and oversee the determination of the compensation for Emera’s executive officers and the administration of all the Company’s executive compensation plans and programs, including short- and long-term incentives. Effective February 20, 2026, the current members of the MRCC are: Henry E. Demone (Committee Chair) Paula Y. Gold-Williams James V. Bertram Brian J. Porter Isabelle Courville Jochen E. Tilk 78 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices All members of the MRCC are independent Directors. Each member of the MRCC has experience with human resources issues and compensation matters. More detailed information on each member’s qualifications and experience is contained in the section entitled Director Nominees earlier in this Circular. The MRCC considers best practices in determining and monitoring executive compensation as discussed in this Circular. We are guided by the following key practices, which we believe promote good governance and serve the interests of our shareholders. Align the Company’s compensation programs with its strategy, using performance metrics that support short- and long-term goals. Align executive pay with shareholders’ interests by having a significant component at risk, tied to both short- and long-term performance. Provide a significant portion of compensation through long-term incentives for the majority of the senior executives and for other employees whose actions may have a material impact on the Company’s risk profile to discourage the taking of short-term or excessive risks. Do not provide for the payment of dividends on unvested share awards. Conduct pay equity analyses to help ensure the Company’s hiring and pay practices promote equity. Convert US dollars (“USD”) earnings to Canadian dollars (“CAD”) using a budgeted exchange rate to prevent foreign exchange fluctuations from impacting performance measurement against targets. Monitor the ratio of the Company’s CEO total compensation to the median employees’ total compensation. Disclose a lookback table showing how much the President and CEO has received in compensation over the past five years. Perform an annual risk assessment to identify risks associated with our pay structure. Retain an independent compensation advisor for the MRCC that does not provide any services directly to management. Permit payout reductions or withholdings and performance thresholds in short-term and equity-based incentives for underperforming results, at the MRCC and Board’s discretion. Provide shareholders with the opportunity to vote on a “Say on Pay” resolution at the Company’s Annual Meeting. Use double-trigger change of control agreements. Apply anti-hedging and anti-monetizing policies to directors and officers. Test compensation awards for appropriate alignment between pay and performance under several different outcome scenarios. Annually review the ongoing appropriateness of the Company’s comparator group for compensation benchmarking purposes. Do not compensate Emera’s executives for holding Board seats at operating or subsidiary companies. Prohibit the repricing or backdating of stock options. Have significant share ownership requirements for NEOs. Impose a one-year post-retirement hold period and count only vested DSUs and shares held by the executive toward share ownership requirements. Have a pension oversight governance framework in place for pension benefits. Have a clawback policy that requires the Company to recoup short- and long-term incentive payments made to current or former senior executives under the following circumstances: (a) if an accounting restatement occurs due to material non-compliance with financial reporting requirements under applicable securities laws, the Company will recover any incentive-based compensation that exceeds the amount that would have been paid based on the restated results, regardless of whether misconduct contributed to the restatement; or (b) if the executive commits a serious breach of the Company’s Code of Conduct. Provide guidance and oversee the Company’s extensive succession planning program. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 79
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices MRCC Governance The MRCC is responsible for reviewing the alignment of Emera’s compensation programs, including incentive pay programs, with Emera’s strategic plans, performance and risk management principles. The Committee reviews, and recommends to the Board of Directors, compensation policies and processes, any new incentive plan and the equity compensation plans and any changes to the plans. The Committee conducts annual reviews of compensation for the President and CEO and senior management, and recommends related policies, processes and incentive plan changes to the Board. The Board Chair meets individually and collectively with Directors to assess the President and CEO’s performance and provides feedback to the MRCC, while progress toward annual objectives is reviewed with the Committee at each Board meeting. Risk Management and Compensation The MRCC evaluates program design to identify any elements that could create conflicts of interest or encourage unnecessary or excessive risk taking. The Committee also conducts regular reviews with independent compensation advisors to ensure the programs remain aligned with shareholder and stakeholder interests, comply with regulatory requirements, and reflect sound principles of governance and risk management. The MRCC retains an independent compensation advisor that does not provide any services directly to management. The Company has a pay-for-performance philosophy and the mix of short- and long-term programs assists in mitigating excessive risk-taking. Vesting requirements, stress testing of potential payouts, clawback provisions, an anti-hedging policy and share ownership requirements are part of the Company’s overall plan design to mitigate risk. For more information, please see the Executive Share Ownership Requirements and Anti-Hedging Policy section on page 103. The Company’s compensation governance structure involves the Board, the MRCC, the MRCC’s external compensation advisor, management and management’s external compensation advisors. All members of the MRCC have the necessary background and expertise in human resources issues and compensation matters to fulfil their obligations to the Board and to shareholders. Our Board amended Emera’s clawback policy, effective April 23, 2025, in compliance with the listing standards of the New York Stock Exchange (“NYSE”). The policy mandates that in the event of an accounting restatement due to material non-compliance with financial reporting requirements under securities laws, the Company will recover any incentive-based compensation in excess of what would have been received by current or former executive officers based on the restated results, regardless of whether any misconduct contributed to the accounting restatement. The Company has not had to claw back any compensation pursuant to this policy. In 2025, management engaged Mercer to assist in the annual compensation risk assessment, which confirmed that Emera’s compensation practices align with market best practices and pose no material risks. The MRCC found that compensation is well-balanced, with appropriate checks in place to mitigate risks, such as performance-based incentives, share ownership requirements and clawback policies. Additionally, the use of multiple performance measures, capped payouts and retention-focused vesting conditions help align executive interests with those of shareholders. Based on these findings, the MRCC concluded that Emera’s compensation programs effectively manage risk and will continue to review their alignment with shareholder interests. 80 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Succession Planning and Leadership Development At Emera, succession planning is a dynamic, ongoing process of identifying, assessing and developing leadership competencies and business skills. We are committed to ensuring that Emera has the talent and capacity to meet future strategic objectives and to replenish critical organizational roles as required. The MRCC supports the Board in succession planning for the President and CEO and oversees senior management succession across Emera and its subsidiaries, with the Board approving all officer appointments. Each year, management and the MRCC review detailed succession and development plans, including potential candidates for CEO and senior leadership roles. The Committee assesses talent across all operating companies to leverage Emera’s full leadership pool. The Board receives progress updates from the CEO on a regular basis, and the Chair holds annual one-on-one discussions with each Board member. External candidates are also considered for executive positions. The succession planning process includes the identification of successors for all executive roles on a temporary or urgent basis in the event of an unexpected vacancy. This helps to ensure that any impact on the Company’s operations is minimized until such time that a permanent successor is in place. Emera is committed to developing leaders at all levels and has a comprehensive annual assessment process and framework to coordinate leadership development across the Company. This assessment process identifies areas of development for individuals and the leadership team related to core leadership capabilities. Personal development plans and overall Company leadership development programs are in place for both existing and potential leaders. The Company focuses on ensuring challenging work assignments are offered, secondments to operating companies are made where appropriate, regular leadership development training occurs and mentors are assigned, where beneficial. Emera will continue these focused efforts to build leadership capacity throughout the organization in support of its long-term growth strategy. Compensation Advisors The MRCC retains the services of independent compensation advisors to assist in discharging its duties, including determining the compensation payable to the President and CEO and other senior officers. Since 2007, the MRCC has engaged Hugessen as its principal advisor to provide independent advice, compensation analysis and other information for compensation recommendations. Hugessen provides advice on the competitiveness and appropriateness of compensation practices and comparator groups for Emera. In addition, Hugessen advises the MRCC on policy recommendations made by management and reviews and provides commentary on the Company’s Statement of Executive Compensation. As independent advisors to the MRCC, Hugessen does not provide any professional services to management. The MRCC: Annually reviews the advisor’s independence, performance, and fees. With input from Company management and the advisor, annually, or as needed, determines the specific work the advisor is to undertake and the fees associated with this work. Prior to undertaking any work, ensures the advisor provides an outline of the scope of work and related fees, and the MRCC Chair must provide written pre-approval. Does not approve any work that, in its view, could compromise the advisor’s independence in serving the MRCC. In addition to the MRCC’s compensation advisor, management engaged the services of Mercer and TELUS Health in 2025 to assist in executive compensation matters. In making its decisions on the compensation program, the MRCC reviews information and recommendations provided by Hugessen, Mercer and TELUS Health, but all decisions remain the responsibility of the MRCC and the Board. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 81
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The table below summarizes the fees paid to all external compensation advisors in 2024 and 2025. 2025 2024 Executive Executive Compensation- Compensation-Advisor Related Fees ($) All Other Fees ($) Related Fees ($) All Other Fees ($) Hugessen Consulting Inc. 274,378 Nil 273,202 Nil TELUS Health(1) Nil 125,787 Nil 98,974 Mercer (Canada) Limited(2) 19,207 268,929 3,468 137,754 (1) TELUS Health provides actuarial services for the Company’s registered and supplemental pension plans and provides support to management with the drafting of the Pension Plan Benefits section of this circular as well as the Black-Scholes calculation used to value stock options granted under the Stock Option Plan. (2) Mercer (Canada) Limited was retained by the Nominating and Corporate Governance Committee in 2025 and 2024 to review Directors’ compensation; the fees for that review are included in the amounts shown. Compensation Process Benchmarking Data The MRCC is responsible for annually reviewing the composition and use of comparator groups to assist in determining the compensation recommendations for the Company’s senior officers, including the President and CEO and other NEOs. The recommendations are then brought to the Board for approval. The MRCC undertakes periodic reviews of compensation design and total compensation opportunities for the senior management team, which helps ensure the programs are current and that they are fair comparisons for particular roles, recognizing varying responsibility and scope of executive positions within Emera and its operating companies. Emera management engages the services of Mercer to compile market information on senior management compensation relating to base salary and short- and long-term incentives. The MRCC also uses its independent compensation advisor, Hugessen, to assist in providing benchmarking data and advice when setting executive compensation levels and making changes to the Company’s compensation programs. A complete benchmarking review takes place annually, and the scope of services includes competitive market studies of senior executive compensation levels, review and observations of current executive compensation philosophy, policies and practices, and a review of pay and performance comparators. A review of the Company’s benchmarking peer group was completed at the end of 2024, resulting in further refinements that removed companies that were either too large (Canadian Pacific Kansas City Ltd., Rogers Communications Inc., Sempra), too small (Keyera Corp., Northland Power Inc., Black Hills Corp.), or no longer relevant due to atypical pay practices (Hydro One Ltd., Restaurant Brands International Limited Partnership). 82 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The Company’s comparator group for senior executives consists of two subgroups: (1) a Canadian group of companies in the Canadian energy, utility and general industry sectors; and (2) a United States (“US”) group of US energy and utility companies. It consists of the following companies: Benchmarking Peer Group Mix Canadian comparators US comparators Energy & Utility Industry Energy & Utility Industry Algonquin Power & Utilities Corp. Alliant Energy Corp. AltaGas Ltd. Ameren Corp. ATCO Ltd. Atmos Energy Corp. Fortis Inc. Avangrid Inc.(1) Pembina Pipeline Corp. CenterPoint Energy, Inc. TC Energy Corp. CMS Energy Corp. TransAlta Corp. DTE Energy Company Evergy, Inc. General Industry Eversource Energy Air Canada NiSource Inc. 27% Canadian Energy & Utility Industry Canadian Tire Corp. Ltd. OGE Energy Corp. 19% Canadian General Industry Loblaw Companies Ltd. Pinnacle West Capital Corp. 54% US Energy & Utility Industry Nutrien Ltd. UGI Corp. TELUS Corp. WEC Energy Group, Inc. (1) Avangrid was retained within the peer group used for setting the 2025 compensation levels but has since been removed following its privatization. The inclusion of US companies reflects that approximately 76 per cent of Emera’s assets are US-based and approximately 70 per cent of Emera’s revenues came from US operations in 2025. It also recognizes the talent market for the executive team and that most of Emera’s executives have significant oversight over US operations. While the benchmarking group assists in determining the appropriate compensation ranges for base salaries, target short-term incentives and target long-term incentives for the senior executive team, the Committee does not believe in a “one size fits all” approach and looks at the circumstances of each executive when determining whether to benchmark using the full comparator group or whether a different approach is warranted. The Committee considers the corporate and geographical scope of each executive’s responsibilities when setting benchmark comparator groups. When benchmarking executives who are paid in Canadian dollars against roles that are paid in US dollars, the Company uses the five-year average exchange rate between Canada and the US to smooth out the impact of currency fluctuations. The following chart shows where Emera was positioned compared to the companies in both the Canadian and the US comparator groups based on selected key financial metrics market capitalization, total enterprise value, assets, revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”). EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 83
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Emera vs. Pay Benchmarking Comparator Groups 70,000 65,000 60,000 55,000 50,000 CAD 45,000 65% 40,000 51% 39% Millions 35,000 $ 25% 30,000 25,000 20,000 15,000 48% 19% 10,000 27% 46% 10% 5,000 0 24% Market Total Total Total EBITDA(2) Market Total Total Total EBITDA(2) Cap(1) Enterprise Assets(2) Revenue(2) Cap(1) Enterprise Assets(2) Revenue(2) Value(1) Value(1) Canadian Peer Group US Peer Group 75th Percentile 50th Percentile Pay Benchmarking Comparator Group 25th Percentile Emera (percentile positioning shown above) (1) As at date of analysis, February 19, 2025. (2) Last twelve months at December 31, 2024. Note: The above table was prepared by Hugessen Consulting Inc. using data from S&P Capital IQ. Avangrid was privatized on December 23, 2024, and as such has been excluded from the analysis above. However, compensation data for the company was available for 2024, and was included in the analysis which supported 2025 compensation decision-making for Emera. In addition to using publicly disclosed compensation data from the companies in the comparator group, for additional rigour, the MRCC also considers executive compensation data from energy and services companies with similar revenues to Emera in Mercer’s Total Compensation Survey for the Energy Sector. In some cases, the MRCC may consider executive compensation data from general industry companies of similar size to Emera in Mercer’s Benchmark Database Survey. The details of the 2025 compensation decisions for each NEO is provided in the next section. 84 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Annual Compensation Review Process Establish Performance Recommendation Compensation Assessment by the for Target Board Evaluation of MRCC Ranges President and CEO Compensation President and CEO Recommendations Each executive The President and Based on the The Board The MRCC makes position has a range CEO conducts an performance conducts an annual recommendations for base salary, target annual performance assessments and performance for total target short-term incentive assessment of each benchmarking data, assessment of the compensation for the and target long-term executive leader, the President and President and CEO. senior management incentive established including the NEOs. CEO recommends team, including the annually by using the total target In consultation President and CEO benchmarking data The performance compensation for with Hugessen, and other NEOs, and other information assessments each senior leader, the MRCC reviews to the Board of on industry trends help shape the excluding themselves, benchmarking data Directors. for similar positions recommendations to the MRCC for and industry trends in terms of scope and for annual salary review and approval. for positions similar responsibility. adjustments. in scope to that of the President and CEO. As part of the annual compensation review process, the MRCC reviews emerging best practices and risk considerations. 2025 Compensation Decisions At the end of 2024, both the Committee’s compensation advisor, Hugessen, and management’s compensation advisor, Mercer, provided the results of their benchmarking reviews, which assisted in setting the compensation levels for the NEOs for 2025 as described below. All NEOs are paid in CAD. Scott Balfour President and CEO, Emera Inc. 2025 2024 Year-Over-Year Compensation Mix Compensation Mix Change Base Salary $1,261,000 $1,189,650 6% STIP Target 125% 100% 25% LTIP Target 530% 515% 3% Total Direct Compensation $9,520,550 $8,505,998 12% 2025 At-Risk Compensation Base Salary STIP PSUs RSUs Stock Options 13.2% 16.6% 35.1% 17.5% 17.5% 87% pay at-risk Mr. Balfour received a 6 per cent increase to base salary, bringing his 2025 total target compensation to $9.5 million. Consistent with the Company’s pay-for-performance philosophy, his STIP target was raised to 125 per cent and his LTIP target increased to 530 per cent. As a result, 87 per cent of Mr. Balfour’s total compensation is at-risk, further strengthening the alignment between his pay, the achievement of key strategic objectives, and long-term shareholder value. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 85
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Greg Blunden Former CFO, Emera Inc. 2025 2024 Year-Over-Year Compensation Mix Compensation Mix Change Base Salary $695,250 $675,000 3% STIP Target 80% 80% 0% LTIP Target 220% 220% 0% Total Direct Compensation $2,781,000 $2,700,000 3% 2025 At-Risk Compensation Base Salary STIP PSUs RSUs Stock Options 25.0% 20.0% 27.5% 13.8% 13.8% 75% pay at-risk To reflect Mr. Blunden’s position against other CFOs and his continued growth and performance, he received a 3 per cent increase to base salary. Jared Green CFO, Emera Inc. 2025 2024 Year-Over-Year Compensation Mix Compensation Mix Change Base Salary $650,000 —STIP Target 80% —LTIP Target 180% — Total Direct Compensation $2,340,000 — 2025 At-Risk Compensation Base Salary STIP PSUs RSUs Stock Options 27.8% 22.2% 25.0% 12.5% 12.5% 72% pay at-risk Mr. Green joined Emera Inc. in December 2025 and his annual target compensation is reflective of his recent entry into the role. 86 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Archie Collins President and Chief Executive Officer, Tampa Electric 2025 2024 Year-Over-Year Compensation Mix Compensation Mix Change Base Salary $660,000 $625,000 6% STIP Target 100% 80% 25% LTIP Target 180% 170% 6% Total Direct Compensation $2,508,000 $2,187,500 15% 2025 At-Risk Compensation Base Salary STIP PSUs RSUs Stock Options 26.3% 26.3% 23.7% 11.8% 11.8% 74% pay at-risk In consideration of Mr. Collins’ strong performance and to maintain appropriate positioning within his peer group, his overall compensation was increased by 15 per cent which included an increase to base salary, STIP, and LTIP targets. Karen Hutt Chief Strategy and Growth Officer, Emera Inc. 2025 2024 Year-Over-Year Compensation Mix Compensation Mix Change Base Salary $575,000 $550,000 5% STIP Target 80% 70% 14% LTIP Target 200% 200% 0% Total Direct Compensation $2,185,000 $2,035,000 7% 2025 At-Risk Compensation Base Salary STIP PSUs RSUs Stock Options 26.3% 21.1% 26.3% 13.2% 13.2% 74% pay at-risk To maintain Ms. Hutt’s relative positioning against market and in recognition of her performance, Ms. Hutt received an overall 7 per cent increase, including an increase to base salary and STIP target. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 87
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Helen Wesley President and CEO, Peoples Gas 2025 2024 Year-Over-Year Compensation Mix Compensation Mix Change Base Salary $526,500 $490,000 7% STIP Target 100% 80% 25% LTIP Target 180% 125% 44% Total Direct Compensation $2,000,700 $1,494,500 34% 2025 At-Risk Compensation Base Salary STIP PSUs RSUs Stock Options 26.3% 26.3% 23.7% 11.8% 11.8% 74% pay at-risk Based on Ms. Welsey’s positioning against market, tenure in role, and ongoing success at Peoples Gas, Ms. Wesley received an overall 34 per cent increase to align her compensation closer to competitive market positioning, mainly attributable to incentive targets As a result of the changes, the variable or at-risk component of the NEOs’ compensation averaged 76 per cent in 2025. The changes made to the compensation of the respective NEOs in 2025 are also reflected in the NEO Summary Compensation Table. Elements of Compensation Base Salary While the MRCC focuses on total compensation, base salary remains an important part of the overall compensation package the Company offers its executives. Base salary provides stable and predictable income that reflects the individual’s skills, experience and responsibilities of their role. Short-Term Incentive Plan The compensation awarded under the STIP links a portion of an executive’s compensation to the achievement of predetermined levels of performance in support of corporate and business unit objectives. These objectives are designed to focus on short-term goals (typically on an annual basis) that are intended to deliver value to customers, and contribute to increased shareholder value in the longer term. Emera has adopted the scorecard approach to translate corporate strategies into measurable incentive plan goals. Target payouts under the scorecards are generally set as a percentage of salary and are benchmarked against the median for positions with similar responsibilities in comparator companies. On the recommendation of the MRCC, the Board of Directors of Emera approves scorecards that set forth corporate objectives and related threshold, target and stretch performance levels to be achieved each year. Operating Company scorecards are developed, reviewed, and approved between the operating company and Emera Inc. boards. Short-term incentive payouts for senior management, including the NEOs, are based on scorecard results with potential payouts ranging from 0 to 200 per cent of target. 88 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2025 Short-Term Incentive Results 2025 Emera Corporate Scorecard The scorecard for Emera (“Emera Corporate Scorecard”) was developed by management and approved by the Emera Board of Directors, on the recommendation of the MRCC, at the beginning of 2025. It was used to determine the short-term incentive payouts for our corporate-level NEOs, Mr. Balfour, Mr. Blunden, Mr. Green, and Ms. Hutt. The short-term incentive payout for Mr. Collins was based on the Tampa Electric Corporate Scorecard and the short-term incentive payout for Ms. Wesley was based on the Peoples Gas scorecard as discussed below. The Emera Corporate Scorecard objectives were established on the Company’s Business Plan for the year and include threshold, target and stretch performance measures for each objective. To reach target level performance, all threshold and target measures must be achieved, and to reach stretch level performance, all threshold, target and stretch measures must be achieved. The following shows the elements and results of the Emera Corporate Scorecard for 2025. Financial Measures(1) 70% Target Weighting Compensation Net Income(2) Compensation Cash Flow(2) (50% target weighting) (20% target weighting) Q4 Final Q4 Final $1,012M (144.0%) $2,168M (96.5%) Threshold (50%) Target (100%) Stretch (200%) Threshold (50%) Target (100%) Stretch (200%) $807M $949M $1,092M $1,759M $2,199M $2,638M Payout: 72.0% Payout: 19.3% Safety, Environment and People 30% Target Weighting Safety (10% Target Weighting) Threshold Measures Target Measures Stretch Measures Add the Safety Performance Dashboard Keep Employee High Energy Serious Reduce combined employee and metrics to Cority and have affiliates Injuries or Fatalities (HSIF) at or below the contractor HSIF below the 2024 year-end report them each month. 5-year average. result. Ensure 90% of Emera Inc. employees Implement the Public Safety Standard create and share Personal Safety Plans. according to each affiliate’s plan, with no Level 1 findings by year-end. Ensure 90% of Emera Inc. Senior Management participates in at least one high-risk review or safety engagement every six months. Safety Result: Forfeited Payout: 0% Despite achieving all threshold, target, and stretch Safety measures, due to the tragic fatality at Tampa Electric in 2025, the payout result for the Safety category has been reduced from 20 per cent to 0 per cent in accordance with our scorecard guidelines. (1) Percentage payouts, below or above target for financial measures, are interpolated on a scale between each level of performance (50 per cent for threshold, 100 per cent for target and capped at 200 per cent for stretch). (2) Adjusted net income attributable to common shareholders for compensation purposes (“compensation net income”) and cash flow from operations for compensation purposes (“compensation cash flow”) are non-GAAP financial measures and do not have a standardized meaning as prescribed by USGAAP. Calculation of these measures and reconciliation to the nearest GAAP measures are discussed on page 91. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 89
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Environment (10% Target Weighting) Threshold Measures Target Measures Stretch Measures Develop a general Emera environmental No Significant Environmental Incidents. 25% reduction of Moderate onboarding program. 100% completion by year end of Environmental Incidents (MEI) from the operating company 2025 Environment 5-year (2020-2024) average, excluding Management System (EMS) Critical Mineral Oil Di-Electric Fluid (MODEF) Targets related to Climate Adaptation, events remediated within 30 days. Scenario Analysis, and Uncontrolled 100% completion of all operating Releases. company 2025 EMS Critical Targets by Emera operating companies complete all year end. key CO2 reduction projects on schedule for 2025. Environment Result: Stretch Payout: 20% People (10% Target Weighting) Threshold Measures Target Measures Stretch Measures 95% of team members must complete 75% of team members participate in a 95% of people leaders to be upskilled by a minimum of three eLearning (or Wellbeing workshop and apply what they an accredited provider on how to support workshop) modules in the Company’s learn by creating a personal action plan to team members on basic mental health Learning Management System to support support their overall wellness. challenges. their development. Achieve phishing “test click rate” results Achieve phishing “test click rate” results of 4% (from 4.5%) or lower at the end of 3% or lower at the end of the year of the year (after removing best & worst (after removing best & worst month month results). results). People Result: Reduced to Target Payout: 10% Despite achieving all threshold, target, and stretch People measures, due to the impact of the cyber incident in 2025, the People measure was reduced by 10 per cent and thus effectively has been held to target for all Emera Inc. Executives. Total 2025 Emera Corporate Scorecard Result: 121.3 per cent The financial targets reflected in the scorecard are linked to per share outcomes but are set at absolute levels to avoid the risk of incentive impacts influencing the timing of financing decisions within the year. 90 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The compensation cash flow and compensation net income figures that are shown in the Emera corporate scorecard are adjusted for incentive purposes from the Company’s reported figures. The Company considers the following general principles when determining whether it should adjust financial results for incentive plan purposes: The Company adjusts the reported figures for specific items the Company believes are significant, but not reflective of underlying operations in the period. Incentive compensation should be directly linked to the performance of the core business and delivering on the plan of record. Meaningful accounting gains or losses are generally the result of strategically or financially driven transactions in which there has been direct involvement and support of the Board; therefore, the impacts of the transactions should typically be excluded from incentive compensation, except as noted below. The Company does not want its strategically or financially driven decisions to be influenced by compensation impacts. The Company should, however, consider including all or some portion of the gain (positive impact) or loss (negative impact) if such gain or loss appropriately reflects the value creation or value destruction and overall performance of management in the decision or execution of the transaction leading to such gain or loss. Alignment of performance and compensation requires judgement at times. Therefore, the Board reserves the right to adjust incentive payouts in either direction to satisfy itself that there is close alignment between performance and compensation. For the 2025 Financial portion of the Emera Corporate Scorecard, the Board adjusted the Compensation Net Income and Compensation Cash Flow results. Both Financial measures have been adjusted to remove the unbudgeted benefit from the delayed closing of New Mexico Gas Company (“NMGC”). The timing of fuel and storm cost recoveries had significant impacts on the Company’s Compensation Cash Flow metric in the Emera corporate scorecard. These unexpected costs will ultimately be recovered in subsequent years following established regulatory processes and incorporated into respective future budgets and targets. As such, the Board adjusted the 2025 Compensation Cash Flow to neutralize the impact of timing differences between when the fuel and storm costs are incurred and when they will be recovered. The table that follows shows the reconciliation between the reported and adjusted figures used in the Emera Corporate Scorecard. Adjustments in respect of the 2023 PSU grant are disclosed on page 99. Compensation net income reconciliation (in millions $) 2025 Reported net income attributable to common shareholders 1,014 Less: Mark-to-market (“MTM”) gain, after tax(1) (41) Add: Charges related to the pending sale of NMGC, after-tax(2)(3) 72 Less: Adjustments to translate USD earnings to the budgeted foreign exchange rate (23) Less: Earnings impact from sale of NMGC to budget assumptions (10) Compensation net income 1,012 Compensation cash flow reconciliation (in millions $) Reported operating cash flow 1,802 Add: Changes in non-cash working capital 757 Less: Adjustment to translate USD earnings to the budgeted foreign exchange rate (64) Less: Pre-working capital impact from the sale of NMGC to the budgeted assumption (34) Less: Adjustment for extraordinary storm costs recovery from prior years compared to budgeted assumptions (4) (365) Add: Adjustment for extraordinary fuel costs to be recovered in subsequent years compared to budgeted assumptions 72 Compensation cash flow 2,168 (1) Net of income tax expense of $17 million. (2) Represents (i) $71 million non-cash impairment charge, after-tax and $1 million in transaction costs, after-tax for the year ended December 31, 2025. (3) Net of income tax recovery of $5 million for the year ended December 31, 2025. (4) Relates to recovery of Hurricane Helene and Hurricane Milton storm costs not included in the Budget. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 91
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2025 Tampa Electric (“TE”) Corporate Scorecard The scorecard for Tampa Electric Company (“Tampa Electric Corporate Scorecard”) was developed by management and approved by the Tampa Electric Company Board of Directors. It was used to determine the short-term incentive payout for Mr. Collins. Financial Measures(1) 45% Target Weighting TE Compensation Net Income(2)(3) TE Compensation Cash Flow(2)(3) (40% Target weighting) (5% Target weighting) Q4 Final Q4 Final $606.8M (104.5%) $1,277.1M (81.9%) Threshold (50%) Target (100%) Stretch (200%) Threshold (50%) Target (100%) Stretch (200%) $568.9M $605.2M $641.5M $1,192.6M $1,325.1M $1,457.6M Payout: 41.80% Payout: 4.10% Safety, People, Customer, Asset Management 55% Target Weighting Safety (15% Target Weighting) Measures Included: Highlights Proactive Incident Reporting Rate (PAIR) >250 All threshold and target measures ≥90% of the Operational Performance Coaches complete ≥20 Compliance Checks were achieved. resulting in onsite coaching and feedback. Due to an unfortunate fatality of Achieve zero employee HSIF. a Tampa Electric team member in Q1 2025, this measure has been All 2024 Storm Season action items targeted for close by June 30, 2025 are completed forfeited, resulting in a 0% payout. by June 30, 2025. Achieve zero contractor HSIF. 2025 employee Lost Time Injury Rate is >20% better than 2024. Number of energized primary wire downs is reduced >5% compared to the 2022-2024 3 year average, and all 2025 EWD (energized wire down) digital use case key milestones are achieved. Safety Result: Forfeited Payout: 0% (1) The financial figures for Tampa Electric are shown in USD. (2) Adjusted Tampa Electric net income for compensation purposes (“TE compensation net income”) and Tampa Electric cash flow from operations for compensation purposes (“TE compensation cash flow”) are non-GAAP financial measures and do not have a standardized meaning as prescribed by USGAAP. Calculation of these measures and reconciliation to the nearest GAAP measures are discussed on page 94. (3) Percentage payouts, below or above target for financial measures, are interpolated on a scale between each level of performance (50 per cent for threshold, 100 per cent for target and capped at 200 per cent for stretch). 92 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices People (15% Target Weighting) Measures Included: Highlights To promote a learning culture, 80% of team members will complete a minimum of two All threshold, target and stretch eLearning modules in the Company’s Learning Management System/Corporate education measures have been achieved. session as agreed to by their leader to support their development. By end of Q2 we will create a template for a 90-day onboarding experiences for new team members and new Performance Coaches. This experience will include specific steps to gain company information and priorities. By the end of Q4 we will perform a survey to establish a baseline we can assess future progress against and to gain feedback on the onboarding experience. 90% of people managers (who lead non-covered teams) will complete the compensation essentials course and co-facilitate a broader discussion on one total rewards/job architecture topic with the individuals on their teams by the end of Q4. Retain >95% of employees rated 4/5 in 2024 (excluding retirements). People Result: Stretch Payout: 30% Customer (10% target weighting) Measures Included: Highlights Achieve ≥73% of Power, Quality and Reliability (PQR) Index. All threshold, target and stretch Achieve ≥73% of Customer Partnership Index. measures have been achieved. Tampa Electric will develop a resource plan by end of Q3 that supports integration of up to 1500MW of new data center load growth (in addition to the Pace Road opportunity). Taking advantage of our learnings from Helene and Milton, develop additional or enhanced SPP programs that improve grid resiliency and file them for FPSC approval in 2025. Work closely with customers to maintain bad debt < $10M. Decrease the total handle time in our contact center by a minimum of 7% compared to 2024 result. Customer Result: Stretch Payout: 20% Asset Management (15% Target Weighting) Measures Included: Highlights >95% of Tampa Electric employees and contractors (with access to our IT network) will complete All threshold and target measures all required Cyber Security training. were achieved. The sum total of sustaining plus non-AFUDC growth capital spending is <$700M for 2025. Achieve phishing “test click rate” results of <4% for the year (after removing best & worst month results). The sum total of sustaining plus non-AFUDC growth capital spending is <$640M for 2025. Complete >95% of the 2025 Cyber Security Framework milestones. Achieve phishing “test click rate” results of <3% for the year (after removing the best and worst months). Enter into a sales, lease or revenue sharing agreement with a party that can utilize the coal & rail infrastructure at Big Bend and generate total OOR* >$50M in 2025. Total O&M spending for 2025 <$395M. The sum total of sustaining plus non-AFUDC growth capital spending is <$620M for 2025. Asset Management Result: Target Payout: 15% Total 2025 Tampa Electric Scorecard Result: 110.9% EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 93
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices TE compensation net income reconciliation (in millions $) 2025 Reported net income 607 TE compensation net income reconciliation (in millions $) 2025 Reported operating cash flow 1,227 Add: Adjustment for Fuel Clause under recoveries, net of tax 50 TE Compensation cash flow 1,277 2025 Peoples Gas Corporate Scorecard The scorecard for Peoples Gas (“Peoples Gas Corporate Scorecard”) was developed by management and approved by the Tampa Electric Company Board of Directors. It was used to determine the short-term incentive payout for Ms. Wesley. Financial Measures(1) 40% Target Weighting Net Income(2) Cash Flow(2) (35% Target weighting) (5% Target weighting) Q4 Final Q4 Final $117.5M (101.8%) $256.6M (200.0%) Threshold (50%) Target (100%) Stretch (200%) Threshold (50%) Target (100%) Stretch (200%) $99.5M $117.0M $145.7M $188.2M $221.4M $254.6M Payout: 35.6% Payout: 10.0% (1) The financial figures for Peoples Gas are shown in USD. (2) Percentage payouts, below or above target for financial measures, are interpolated on a scale between each level of performance (50 per cent for threshold, 100 per cent for target and capped at 200 per cent for stretch). 94 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Safety, People, Customer, Asset Management 60% Target Weighting Safety (15% Target Weighting) Measures Included: Highlights Achieve 600 unscheduled compliance checks in 2025 (avg 50/month) and document in Cority. All threshold and target and stretch Achieve zero team member HSIF. measures were achieved. Achieve an avoidable vehicle accident rate less than or equal the 5-year average baseline of 2.30. Achieve zero contractor HSIF. Achieve Lost Time Injury (LTI) rate less than or equal to the 5-year average of 0.28. Safety Result: Stretch Payout: 30% People (15% Target Weighting) Measures Included: Highlights Achieve 80% Performance Coach training completion rate on compensation philosophy, grades All threshold and target measures and ranges. have been achieved. 95% of PGS employees and contractors will complete cyber security training. Complete new hire onboarding program implementation and rollout by Q4. Achieve average monthly cyber security phish rate of 4.0% or lower, after removing best and worst months. Achieve improvements through the implementation of change management programs in Operations and E&C. Achieve average monthly cyber security phish rate of 3.0% or lower, after removing best and worst months. People Result: Target Payout: 15% Customer (15% target weighting) Measures Included: Highlights Complete the customer journey mapping process for scattered residential customers by the end All threshold, target and stretch of Q2. measures have been achieved. Achieve a 60 min response rate on 95% of emergency calls. Achieve customer meter-to-cash action item results by the end of Q4. Actions are monthly zero revenue and rate code discrepancies reports and the governance structure required for process oversight. Achieve scattered residential customers pilot results in the Tampa division with a minimum of 50 customer work orders by end of Q4. Achieve #1 national ranking in the 2025 JD Power Residential Customer Satisfaction study. Achieve a 60 min response rate on 98.5% of emergency calls. Customer Result: Stretch Payout: 30% EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 95
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Asset Management (15% Target Weighting) Measures Included: Highlights Complete the IRP to LTF link and develop and document capital scenarios by the end of Q3. All threshold, target and stretch Achieve $10M in incremental value from strategic growth projects (SGPs) by the end of Q4 2025. measures have been achieved. Complete the plan to meet the new 2025 compliance requirements of the PHMSA’s Leak Detection and Repair (LDAR) rule by the end of Q4. Achieve $20M in incremental value from SGPs by the end of Q4 2025. Achieve zero high priority pipeline damages for C4 events with valid locate ticket. Asset Management Result: Stretch Payout: 30% Total 2025 Peoples Gas Scorecard Result: 150.6% Long-Term Incentive Program In 2025, there were three primary components of long-term incentive compensation for senior management, including the NEOs: the Performance Share Unit Plan (the “PSU Plan”), the Restricted Share Unit Plan (the “RSUs Plan”) and the Senior Management Stock Option Plan (the “Stock Option Plan”). The MRCC is responsible for granting PSUs, RSUs and stock options. The 2025 LTIP mix is shown below. PSU RSU Stock Options Term Three years Three years 10 years Notional share units with Notional share units Option to purchase Emera shares at an Description performance criteria exercise price determined by the fair market value at the time of the grant 10-day average closing Emera 10-day average closing Exercise price is the closing share price on Grant Price share price before grant date Emera share price before the trading day immediately preceding the grant date grant date Frequency of Grants Granted annually Granted annually Granted annually Earnings per Share Growth Performance (75% weighted) Appreciation of share price from grant No performance criteria Criteria Relative Total Shareholder date to exercise date Return (25% weighted) Dividends are re-invested Dividends are re-invested Not eligible for dividends Dividends on a compounded basis on a compounded basis Three-year cliff vesting Three-year cliff vesting 20% per year over five years, starting on Vesting the first anniversary of the grant date Paid out in cash after vesting, Paid out in cash after Optionee has 10 years from the grant date Payout subject to the achievement of vesting. to exercise vested options the performance criteria This mix is aligned with market practice and provides for a balance between Company performance and retention, while maintaining the Company’s pay-for-performance strategy by closely linking a significant portion of the executive’s compensation to that of the shareholder experience. The number of PSUs, RSUs and stock options granted to senior management is determined after considering competitive benchmarking data and the individual’s level of responsibility within the Company. Grants are calculated each year based on each executive’s long-term incentive target percentage and base salary and, generally, the grant amount increases with the 96 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices level of responsibility. The values of PSUs, RSUs and stock options increase or decrease over the term of a particular grant based on increases or decreases in Emera’s common share price. The MRCC considers previous grants and looks at a history of total compensation each year before approving any new PSU, RSU or stock option grants for senior management (including the NEOs). This helps to ensure grants remain reasonable in light of market data, the performance of the Company and the performance of the individual. The table below provides a summary of the 2025 long-term incentive grants awarded to the NEOs. Options Options grant PSUs PSUs grant RSUs RSUs grant Total LTIP granted (#) value ($)(1) granted (#) value ($)(2) granted (#) value ($)(2) value ($) Scott Balfour 293,100 1,670,670 63,193 3,341,646 31,600 1,671,008 6,683,324 Greg Blunden 67,100 382,470 14,462 764,751 7,230 382,322 1,529,543 Jared Green(3) — — ——Archie Collins 52,100 296,970 11,233 594,001 5,617 297,027 1,187,998 Karen Hutt 50,400 287,280 10,874 575,017 5,441 287,720 1,150,017 Helen Wesley 41,600 237,120 8,961 473,858 4,477 236,744 947,722 (1) Stock options are granted based on the Black-Scholes methodology. Please see the Senior Management Stock Option Plan section on page 100 for details on the Black-Scholes results and the Company’s use of a floor value ratio. (2) PSU and RSU grant values were calculated using the 50-day average closing share price of an Emera common share for the last 50 trading days of 2024, which was $52.88. (3) Based on Mr. Green’s start date with the Company, he was not eligible to receive 2025 long-term incentive grants. More details about the PSU Plan, the RSU Plan and the Stock Option Plan are set forth below. Performance Share Unit Plan The PSU Plan is designed to retain and incentivize employee participants by allowing senior management and key employees in specific roles to participate in the long-term success of the Company. A PSU is a notional share unit that is based on the value of an Emera common share the value of a PSU changes directly in correlation to the value of an Emera share. PSUs also earn dividends like Emera shares; when a dividend is paid on Emera’s common shares, each participant is allocated additional PSUs based on the dividend paid on an equivalent number of Emera common shares. Annually, designated senior leaders are awarded PSUs based on a pre-determined target of their base salary and the average 10-trading-day Emera common share price immediately preceding the effective grant date (the average is used to smooth out any short-term fluctuations in the share price). Each PSU grant has a three-year performance period. In addition to being affected by fluctuations in the Emera share price, the value of a PSU is also dependent on the achievement of financial objectives that help measure the increase in shareholder value. The MRCC establishes these financial objectives at the beginning of the performance period. By linking the value of the PSUs to Emera’s financial performance over the three-year vesting period, the plan aligns the interests of senior leaders with the interests of Emera’s shareholders and helps ensure that payouts are consistent with Company performance and shareholder experience. All PSU grants and payouts must be approved by the MRCC. At the end of the performance period, a performance factor is applied to the PSU grant based on the achievement of the financial objectives. If the Company fails to meet the performance objectives for a particular PSU grant, the Plan may pay out at less than target or may not pay out any amounts at all. Even if targets are exceeded, the maximum performance factor is 200 per cent. Accordingly, the amount payable to participants, including NEOs, at the end of the three-year performance period is determined by: 10-Day Closing PSU Payout === Original Grant + Notional Dividends x Performance x Share Price In 2025, the Committee approved a change to the valuation methodology for outstanding units at the end of the three-year performance period, reducing the average share-price calculation window from a 50-trading-day to a 10-trading-day closing price for Emera common shares. A 10-trading-day average closing share price will also be used to calculate future grants. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 97
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2025 PSU Grant Performance Metrics The Company’s long-term focus continues to be on EPS growth and long-term shareholder value creation. Accordingly, the Company used the following two weighted metrics for the 2025 PSU grant: Compensation EPS(1) growth, which continues to be a fundamental measure of the increase in profitability of the Company; and Relative TSR, a key measure of Emera’s relative performance against a Canadian custom peer group. The Relative TSR metric measures Emera’s TSR against the average of the below Canadian custom peer group, which is comprised of close industry peers who Emera competes with for capital. The Committee recognizes that the composition of a suitable peer group is challenging given the limited investor-owned utilities in Canada. In 2025, the peer group was reviewed following Emera’s listing on the NYSE, including consideration of potential US peers. The Committee ultimately determined that no changes were required. Relative Total Shareholder Return Canadian Custom Peer Group Company name Industry classification Fortis Inc. Electric Utilities Hydro One Limited Electric Utilities Algonquin Power & Utilities Corp. Multi-Utilities Canadian Utilities Limited Multi-Utilities AltaGas Ltd. Gas Utilities Enbridge Inc. Oil, Gas and Consumable Fuels TC Energy Corporation Oil, Gas and Consumable Fuels The combination of the two metrics effectively measures management’s contributions to the creation of long-term value for shareholders. The performance period for PSUs granted in 2025 is from January 1, 2025 to December 31, 2027 and the table below shows the performance factor levels: Metrics Weighting Threshold (50%) Target (100%) Stretch (200%) Compensation EPS: three-year 75% 3% 6% 9% compound annual growth rate Relative Total 25% Equal to 25% (i.e., 2,500 bps) Equal to Peer Greater than or equal to +25% Shareholder Return of Peer Group Average Group Average (i.e., 2,500 bps) of Peer Group Average The threshold, target and stretch levels of performance are consistent with those for previous grants and are calibrated against a combination of the Company’s five-year business plan projections, dividend growth rate, actual and forecasted performance levels of peers and overall assessment of the expectations of shareholders. The performance targets for the PSU awards are used for compensation purposes only and are not suitable for any other purpose. There is no assurance that any performance level will be met. The targets may also constitute forward-looking information. Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, any of which are beyond Emera’s control, which could cause actual results to differ materially from the performance targets. Please see the cautionary statement in Emera’s 2025 Annual Report with respect to risks and assumptions relevant to Emera’s determination of performance targets for compensation purposes. (1) Adjusted EPS for compensation purposes (“Compensation EPS”) is a non-GAAP financial measure that does not have a standardized meaning under USGAAP. Calculation of this measure and reconciliation to the nearest GAAP measure is discussed on page 99. 98 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Performance Share Unit Plan Results The 2023 PSU grant had a performance period of January 1, 2023 to December 31, 2025 and was subject to two performance metrics: Compensation EPS growth weighted at 75 per cent, which is a fundamental measure of the increase in profitability of the Company; and Relative TSR weighted at 25 per cent, which measures the Company’s performance against a custom peer group comprised of Canadian companies. The performance factor could range from 0 per cent to 200 per cent and is capped at 200 per cent. If the performance metric results multiplied by the TSR modifier exceed 200 per cent, the performance factor would be capped at 200 per cent. The threshold, target and stretch levels and results are shown in the table below: Metrics Weighting Threshold (50%) Target (100%) Stretch (200%) Compensation EPS: three-year 75% 3% 6% 9% compound annual growth rate Relative Total 25% Equal to 25% (i.e., 2,500 bps) Equal to Peer Greater than or equal to +25% Shareholder Return of Peer Group Average Group Average (i.e., 2,500 bps) of Peer Group Average The results were as follows: Weighted performance Threshold Target Stretch Actual result 2023 Metric Weighting (50%) (100%) (200%) 2022 2025 result (rounded) Compensation EPS 75% 3% 6% 9% $2.79 $3.49 7.7% 117% Relative TSR 25% 31.9% 56.9% 81.9% 53.3% 23% Performance Factor: 141% The Compensation EPS figures shown in the preceding table are adjusted from the Company’s reported figures as reconciled below. Like the approach used for determining the corporate balanced scorecard results, and similar to previous PSU grant results, the Company has removed the dilution impact to earnings and related transaction costs due to the strategic sale of Emera’s minority interest Labrador-Island Link (“LIL”) and a one-time gain from a litigation settlement EPS (Basic) Reconciliation ($) 2022 2025 EPS (Basic) 3.56 3.39 Less: MTM gain, after-tax (0.66) (0.14) Add: Charges related to pending sale of NMGC, after-tax 0.24 Add: Impairment charges, after-tax 0.27 Add: NSPML unrecoverable costs 0.03 Adjusted EPS (basis)(1) 3.20 3.49 Less: Earnings from LIL (0.24) Less: TECO Guatemala award (0.17) Compensation EPS 2.79 3.49 (1) Adjusted EPS (basic) is a non-GAAP financial ratio that does not have standardized meanings under USGAAP. A reconciliation of adjusted net income to reported net income and the resulting calculation of adjusted EPS (basic) for 2022 and 2025 are included in the “Non-GAAP Financial Measures” section of Emera’s Management’s Discussion and Analysis as at February 23, 2023 and the “Non-GAAP Financial Measures and Ratios” section of Emera’s Management’s Discussion and Analysis as at February 23, 2026, respectively. These sections are incorporated by reference herein and as filed on the Company website at www.emera.com and on SEDAR+ at www.sedarplus.ca. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 99
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The Committee applied the principles laid out in the 2025 Emera Corporate Balanced Scorecard in determining the adjustments to the reported figures. The resulting overall performance factor applied to the 2023 PSU grant was 141 per cent (or 1.41), based on both Emera’s Compensation EPS growth rate and Relative TSR below target performance. The total payout for all PSU Plan participants in respect of the 2023 PSU grant was approximately $29.5 million. The 10-day average closing share price at the end of 2025 was $67.02 and was used to value outstanding 2023 PSUs. The payout for each participant was 214 per cent of the original grant value, which factors in share price, notional dividend reinvestment and the performance factor. Restricted Share Unit Plan The RSU Plan is designed to achieve more balance between risk and leverage in Emera’s long-term incentive programs, while remaining consistent with our pay-for-performance philosophy. An RSU is a notional share unit that is based on the value of an Emera common share the value of an RSU changes directly in correlation to the value of an Emera share. RSUs also earn dividends similar to Emera shares; when a dividend is paid on Emera’s common shares, each participant is allocated additional RSUs based on the dividend paid on an equivalent number of Emera common shares. Similar to PSUs, designated senior leaders or key employees are awarded RSUs annually based on a pre-determined target of their base salary and the average 10-trading-day Emera common share price immediately preceding the effective grant date (the average is used to smooth out any short-term fluctuations in the share price). Each RSU grant has a three-year vesting period. In 2025, the Committee approved a change to the valuation methodology for outstanding units at the end of the three-year performance period, reducing the average share-price calculation window from a 50-trading-day to a 10-trading-day closing price for Emera common shares. A 10-trading-day average closing share price will also be used to calculate future grants. The calculation is as follows: RSU Payout === Original Grant + Notional Dividends x 10-Day Closing Share Price Restricted Share Unit Plan Results The 2023 RSU grant had a vesting period of January 1, 2023 to December 31, 2025. The total payout for all RSU Plan participants in respect of the 2023 RSU grant was approximately $16.8 million. The 10-day average closing share price at the end of 2025 was $67.02 and was used to value outstanding 2023 RSUs. The payout for each participant was 152 per cent of the original grant value (other than participants whose payouts were prorated due to retirement or leave of absence), which factors in share price and notional dividend reinvestment. Senior Management Stock Option Plan The Board of Directors has delegated the administration of the Stock Option Plan to the MRCC. The MRCC is responsible for approving, based on management’s recommendation, which employees of the Company and companies controlled directly or indirectly by the Company, will be eligible to participate in the Stock Option Plan. Stock options are designed to deliver a percentage of the long-term incentive opportunity for senior management, including the NEOs, and are an important component of competitive executive compensation. Grants are calculated each year based on each executive’s long-term incentive target percentage and base salary and, generally, the grant amount increases with the level of responsibility. The Company considers stock options to be in alignment with long-term shareholder interests and the MRCC continues to review the use of options annually. All NEOs participate in the Stock Option Plan and have received stock options in 2025 as part of their long-term incentive, except for Mr. Green who will receive his first stock option grant in 2026. The Company has historically valued stock options based on the Black-Scholes valuation methodology. However, the Committee adopted a floor value ratio of 10 per cent in 2015, following a review of market practices of valuation methodologies. If the Black-Scholes methodology leads to a value ratio that is less than 10 per cent, the floor of 10 per cent will apply. All other factors being equal, the use of a higher value ratio leads to fewer options. The Committee considers the application of a 10 per cent floor to be a prudent step to maintaining stock options as a part of the Long-term Incentive Program, while reflecting prevailing 100 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices market conditions. The exercise price for stock options is the closing price of an Emera common share on the day immediately preceding the effective grant date. Options have a 10-year term and must be exercised before the expiry date and any unexercised options are forfeited upon expiry. If an option is scheduled to expire or be settled during a blackout period or within five business days following the expiry of a blackout period, then, notwithstanding any other provision of the Stock Option Plan, unless the delayed expiration would result in tax penalties, the option will expire ten (10) business days after the trading blackout period is lifted by the Company. For the 2025 stock option grant, the Black-Scholes valuation resulted in a value ratio ranging from 7.4 per cent to 11.1 per cent. The range was dependent on the number of months over which the volatility calculation was measured, from 12 to 120 months. Because the valuation was 8.6 per cent over a 36-month period, the floor value ratio of 10 per cent was applied. Accordingly, the value of each option granted in 2025 was $5.70, which was 10.0 per cent of the closing Emera common share price of $57.00 on February 24, 2025, the trading day immediately preceding the grant date. Stock options vest in 20 per cent increments on the first, second, third, fourth and fifth anniversaries of the grant date. Departure Scenario Details Termination With Cause Vested options must be exercised by the earlier of (1) 6 months from the termination date or (2) the expiry date. or Resignation Unvested options held as of the termination date are forfeited. Early Retirement Vested options remain exercisable until the option expiry date. Unvested options expire. Executive must adhere to non-compete and non-solicit covenants (18 months for option holders and 24 months for CEO, or a shorter period if the MRCC considers it appropriate). Failure to comply with the restrictive covenants results in vested and unvested options expiring as of the date of breach. Normal Retirement Unvested options continue to vest in full and remain exercisable until the expiry date. Executive must adhere to non-compete and non-solicit covenants (18 months for option holders and 24 months for CEO, or a shorter period if the MRCC considers it appropriate). Failure to comply with the restrictive covenants results in vested and unvested options expiring as of the date of breach. Death of Optionee All unvested options immediately vest as of the date of death and remain exercisable by the beneficiary at any time prior to the earlier of (1) the end of the 12-month period following the executive’s death or (2) the expiry of the option. Change of Control If a change of control occurs and an executive is terminated within 24 months of the change of control and for “good reason” (as defined in the plan text and this Circular under Termination and Change of Control Benefits), then unvested options held at the time of termination vest immediately and must be exercised by the earlier of 6 months from the termination date or the expiry date of the option. Continued compliance with the executive’s employment terms is required, including non-compete and non-solicit covenants in favor of the Company. In the event of a change of control, the Board may, without the consent of the option holder: Convert or exchange any outstanding options for rights or other securities of substantially equal value in any entity involved in or resulting from the change of control. Accelerate the vesting of options or terminate options upon or immediately prior to the change of control. Substitute shares of the entity resulting from the change of control for shares of the Company. Terminate options in exchange for cash and/or property equal to the value of the shares underlying the options, less the exercise price, as of the date of the change of control. If the Board determines, in good faith, that the options would have no value upon exercise, the Board may terminate the options without payment. Please see Termination and Change of Control Benefits for the NEOs’ entitlements on departure. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 101
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The maximum percentage of shares under all security-based compensation arrangements (including the Stock Option Plan and the ECSPP) issuable to insiders of the Company at any time is 10 per cent of the issued and outstanding shares of the Company. The maximum number of shares to be optioned to any one person under the Stock Option Plan is 5 per cent of the issued and outstanding shares of the Company at the date of the grant of the option. The number of shares issued to insiders, within any one-year period, under all security-based compensation arrangements, will not exceed 10 per cent of the issued and outstanding shares of the Company. Under the Stock Option Plan, options may be granted in respect of authorized and unissued common shares of the Company to a maximum of 14,698,259 shares, or approximately 4.87 per cent of the total issued and outstanding common shares of the Company as of December 31, 2025. Please see the proposed increase to the Stock Option Plan under the heading Amendments to the Senior Management Stock Option Plan on page 103. There have been 9,285,843 common shares issued under the Stock Option Plan since its inception, which represents approximately 3.08 per cent of the total issued and outstanding common shares of the Company as of December 31, 2025, leaving 5,412,416 common shares reserved for issuance under the Stock Option Plan, representing 1.79 per cent of the total issued and outstanding common shares as at December 31, 2025. There are 4,116,481 common shares issuable under actual grants of options, which represent approximately 1.36 per cent of the total issued and outstanding common shares of the Company as of December 31, 2025, and of that amount, 2,327,701 are vested and 1,788,780 are unvested. At the end of 2025, 1,295,935 common shares remained issuable for future grants, representing 0.43 per cent of the total issued and outstanding common shares of the Company as of December 31, 2025. The Board of Directors of the Company may amend or discontinue the Stock Option Plan by resolution at any time and may, without shareholder approval, make amendments such as changes to vesting provisions, changes to the termination provisions (such amendments to not include an extension beyond an options original expiry date) and other minor changes of a housekeeping nature; however, shareholder approval is required for any amendment that: Increases the number of common shares reserved for issuance, except an increase made in proportion to an increase in the number of common shares outstanding due to a stock dividend, stock split, amalgamation, reorganization, merger or similar event; Extends eligibility to participate to non-employee Directors; Permits rights under the Stock Option Plan to be transferred other than for normal estate settlement purposes; Permits awards to be granted under the Stock Option Plan other than options; Increases either of the 10 per cent insider participation limits; Reduces the option price of an option except for the purpose of maintaining option value in connection with a change of control or pursuant to the provisions in the Stock Option Plan, which permit equitable adjustments to be made to the option price in connection with a stock dividend, stock split, share reclassification, amalgamation, reorganization, merger or similar event; Results in a cancellation or termination of an Option prior to its expiry date and a subsequent reissuance of an Option or other entitlements to the same Optionee; Permits the expiry of a stock option to be beyond 10 years from its date of grant (except in the case of the automatic extension of the expiry date of an option as a result of the expiry date falling within a blackout period or within five business days of the blackout period being lifted); or Deletes or reduces the range of amendments that require shareholder approval under this paragraph. The table below summarizes certain ratios regarding the Stock Option Plan, namely dilution, burn rate and overhang as defined in the table. 2025 (%) 2024 (%) 2023 (%) Dilution (number of options outstanding, divided by the weighted average total issued 1.38 1.31 1.13 and outstanding common shares for the applicable fiscal year) Burn rate (number of options granted in an applicable fiscal year, divided by the weighted average 0.23 0.27 0.18 total issued and outstanding common shares for the applicable fiscal year) Overhang (shares available for issuance, plus options outstanding, divided by the weighted average 1.81 2.00 2.14 total issued and outstanding common shares for the applicable fiscal year) 102 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The stock options issued under the Stock Option Plan are non-assignable, though the Plan permits transfers from the estate of a deceased option holder to the ultimate beneficiaries. The option can then be exercised by such beneficiaries. The Company does not provide financial assistance to participants to facilitate the purchase of shares through the Stock Option Plan. Amendments to the Senior Management Stock Option Plan To further align with market practice, the Stock Option Plan has been updated regarding the treatment of stock options upon death. The amendments (1) provide for all unvested stock options outstanding at the date of death to vest immediately, and (2) extend the period for exercising vested options from six months to 12 months following the date of death, unless the option’s original expiry date occurs sooner. This amendment was approved by the Emera Board of Directors on May 15, 2025 and falls within the Board’s authority in accordance with the Stock Option Plan to approve and thus does not require shareholder approval. As outlined in section 1.2 Business of the Meeting, we are proposing, subject to shareholder approval, an increase of 3,500,000 shares to the reserve under the Senior Management Stock Option Plan, representing 1.14 per cent of the total issued and outstanding shares as at March 19, 2026. Furthermore, the Stock Option Plan has been revised to clarify that Shareholder approval is required in both of the following circumstances: (1) any reduction to the Option Price (except where expressly permitted under the Plan, such as in the case of a change of control, stock split, or similar events), and (2) the cancellation and reissuance of an option or any other entitlements. This amendment was approved by the Emera Board of Directors on February 20, 2026 and falls within the Board’s authority in accordance with the Stock Option Plan to approve and thus does not require shareholder approval. Other Executive Benefits The Company provides executives with additional benefits in accordance with the compensation program objectives. As part of their compensation and consistent with market practice, executives, including the NEOs, are eligible to receive an annual perquisite allowance, which is paid in equal bi-weekly cash instalments over the course of the year and is reviewed on an annual basis. In 2025, Mr. Balfour received an annual perquisite allowance of $30,000 and the other NEOs received an annual perquisite allowance of $20,000. The annual perquisite allowance is designed to cover additional benefits, such as: Monthly car allowance plus mileage, as applicable; and Annual wellness allowance. These benefits, including Company paid parking, are considered taxable benefits and are reported in the Summary Compensation Table for the NEOs. Executive Share Ownership Requirements and Anti-Hedging Policy To align the interests of senior management with the interests of shareholders, the Company established share ownership guidelines in 2003 that require designated executives to meet the required ownership level within five years of becoming subject to the guidelines. Mr. Balfour is required to hold shares equal to at least five times (5x) his base salary, and all other NEOs are required to hold shares equal to at least three times (3x) their respective base salaries. Beginning in 2023, RSUs no longer contribute to ownership levels. In consideration of this change, impacted executives were granted an additional two years to obtain their ownership requirement. Applicable NEOs are subject to a one-year post-retirement hold period, which requires the applicable NEOs to maintain a material financial stake in the Company after retirement by holding at least the minimum ownership level of Emera shares for one year after they retire from the Company. This helps maintain a focus on long-term sustainable value and prevents executives from timing their departure to maximize the cash-out value of their equity stake in the Company. Share ownership is calculated based on: (1) the number of Emera shares an executive owns; and (2) the number of DSUs acquired pursuant to the DSU Plan, which are considered share equivalents. PSUs, RSUs and stock options do not count for purposes of the share ownership guidelines. Executives have five years to reach the required ownership level and are required to allocate at least 25 per cent of their short-term incentive payout into DSUs in the first year, and at least 50 per cent every year following, until they meet their target share ownership. If an executive does not meet their ownership target within the required time, the MRCC has the ability to allocate some or all of the executive’s short-term incentive payout to DSUs until the ownership target is met. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 103
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Since the purpose of the share ownership requirements is to strengthen the alignment between the interests of senior management and shareholders, the Company has established a robust policy restricting executives from taking any steps that break or otherwise interfere with that alignment. All executives are subject to the Company’s anti-hedging policy, which prohibits them from hedging, pledging, monetizing or otherwise reducing or limiting their economic risk with respect to any Emera securities they hold, directly or indirectly, including DSUs, RSUs, PSUs and stock options. These prohibited transactions include short-selling, options, puts and calls, as well as derivatives such as forward contracts, equity swaps, collars and futures, or entering into limited recourse loans secured by securities of Emera. The share ownership levels for the NEOs are set out below. The values shown are based on the closing price of Emera’s common shares on December 31, 2025 of $67.64 (units have been rounded). The table does not include the DSUs that will be allocated as part of the 2024 short-term incentive payout, as described in 2025 DSU Plan Allocations. Required Total Value of ownership Value of Total share and DSUs, Common level as a Required Value of Common common share equivalent Multiple Status of share Shares and multiple of ownership DSUs held DSUs held shares held shares held ownership of base ownership Outstanding Outstanding Name base salary level ($) (#) ($) (#) ($) ($) salary(1) requirements RSU ($) RSUs ($) Scott Balfour 5 6,305,000 184,893 12,506,163 118,404 8,008,847 20,515,009 16.3 Met 4,633,234 25,148,243 Greg Blunden 3 2,085,750 83,447 5,644,360 3,886 262,877 5,907,237 8.5 Met 1,092,543 6,999,780 Jared Green 3 1,950,000 7,359 497,792 6,489 438,916 936,708 1.4 On Track 0 936,708 Archie Collins 3 1,980,000 12,437 841,226 13,644 922,889 1,764,115 2.7 On Track 813,331 2,577,446 Karen Hutt 3 1,725,000 27,515 1,861,123 3,142 212,542 2,073,665 3.6 Met 815,438 2,889,103 Helen Wesley 3 1,579,500 24,300 1,643,654 1,438 97,276 1,740,930 3.3 Met 556,442 2,297,372 (1) Based on executive’s respective base salary as of December 31, 2025. As shown in the above table, Mr. Balfour holds fully vested shares or share equivalents equal to 2.2 times his annual Total Direct Compensation (“TDC”). Four of the six NEOs have met their required ownership levels. Considering the changes to the share ownership calculations to exclude unvested RSUs as their ultimate value is not yet determined, Mr. Collins has been granted a two-year extension to reach his ownership requirement. While RSUs no longer contribute to required ownership levels, the Committee recognizes that they do continue to provide a significant linkage between senior management and shareholder interests. As such, we have included the value of unvested RSU holdings for the NEOs as of December 31, 2025 in the preceding table. The total value of outstanding DSUs, common shares and outstanding RSUs shown is based on the closing share price of Emera’s common shares on December 31, 2025 of $67.64 (units have been rounded). 104 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 3.3 Performance Graph The following performance graph compares Emera’s cumulative TSR (assuming an investment of $100 and reinvestment of dividends) for its common shares with that of the S&P/TSX Capped Utilities Index and the S&P/TSX Composite Index. It also compares TSR to the trend in the company’s TDC paid to executive officers as reported in the Summary Compensation Table during the same period. Cumulative Total Return on $100 Investment December 31, 2020 to December 31, 2025 Total Shareholder Return 225 25,000 TDC ($ thousands) ’000) $ Emera Inc. ) $ S&P/TSX Capped Utilities Total Return ( 200 20,000 CAD S&P/TSX Composite Total Return (in Performance 175 15,000 150 10,000 Compensation Shareholder 125 5,000 Direct 100 0 Total 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 As at December 31 2020 ($) 2021 ($) 2022 ($) 2023 ($) 2024 ($) 2025 ($) Emera Inc. 100.00 122.32 104.84 107.48 121.79 160.68 S&P/TSX Capped Utilities Total Return 100.00 111.65 99.85 100.04 113.79 136.21 S&P/TSX Composite Total Return 100.00 125.09 117.78 131.62 160.12 210.84 TDC ($ thousands) 15,608 15,263 15,360 16,639 17,937 20,941 Emera’s cumulative TSR for the five-year period from December 31, 2020 to December 31, 2025 was 61 per cent, significantly exceeding the 36 per cent return of the S&P/TSX Capped Utilities Index though underperformed the 111 per cent return of the S&P/TSX Composite Index. Emera’s TSR increased 32 per cent over the one-year period from 2024 to 2025, consistent with the S&P/TSX Composite Index and outperformed the S&P/TSX Capped Utilities Index, which increased 20 per cent. The above graph also shows total compensation for our NEOs over the past six years, which includes annual base salary, long-term incentive grant value and annual short-term incentive payouts, demonstrating alignment between our TSR and NEO compensation. NEO TDC remained relatively flat from 2020 to 2022, then increased over 2023 through to 2025, in alignment with our TSR. Total Shareholder Return and President and CEO Compensation As noted in the Message from the Management Resources and Compensation Committee to Our Shareholders, a fundamental principle of Emera’s compensation philosophy is to align pay with performance, by linking a significant portion of the compensation the Company pays its executives to the achievement of objectives measuring whether shareholders are experiencing strong value for their investment. At the end of 2025 the Company undertook its annual analysis of the alignment between the President and CEO’s compensation and the experience of shareholders. The analysis reviewed the compensation of the President and CEO over the past five years and compared the results to the shareholder experience, as measured by TSR, over the same periods. The review included both realized pay (which consists of amounts paid out for a particular performance year) and realizable pay (which consists of the value of any outstanding equity-based awards). EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 105
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The analysis looked at the shareholders’ experience using five different measurement periods, recognizing that shareholders have acquired their shares at different times. Each period had the same end point (December 31, 2025) but started at a different beginning period, from January 1, 2021 to January 1, 2025. The analysis measured the dollar return per $100 of investment over each period as compared to the President and CEO’s economic experience, measured by the dollars realized and realizable per $100 of target compensation awarded over the same periods. The following lookback table shows the results of the review: Pay year 2021 2022 2023 2024 2025 Average Target total direct 7,700 7,865 8,101 9,063 9,521 compensation (in CAD ’000)(1)(2) Total realized/realizable 11,275 7,366 14,761 16,811 13,107 value at Dec. 31, 2025 (in CAD ’000)(3) Measurement period Jan. 1, 2021 Jan. 1, 2022 Jan. 1, 2023 Jan. 1, 2024 Jan. 1, 2025 Dec. 31, 2025 Dec. 31, 2025 Dec. 31, 2025 Dec. 31, 2025 Dec. 31, 2025 Realized/realizable 146 94 182 186 138 149 value of $100 target pay awarded to CEO ($)(3) Value of $100 shareholder 161 131 153 149 132 145 investment as of Dec. 31, 2025 ($)(4) Difference ($) 15 37 (29) (37) (6) (4) (1) The lookback table shows the compensation of the President and CEO, Scott Balfour, for 2021 through 2025. (2) Includes salary, short-term incentive at target and the grant value of long-term incentives. (3) Factors in salary, short-term incentive payout, PSU and RSU payouts, value realized from exercised stock options and the market value of any outstanding PSUs, RSUs and DSUs and in-the-money unexercised stock options as of December 31, 2025. (4) Represents the cumulative value of a $100 investment in Emera common shares made on the first day of the period indicated, assuming dividends are reinvested. The analysis concluded that Emera’s compensation framework provided appropriate alignment between the President and CEO’s compensation and the shareholder experience over the long term. This analysis also assists the MRCC in considering various compensation outcomes when assessing compensation changes for the President and CEO each year. In keeping with Emera’s compensation philosophy, a significant component of NEO compensation consists of long-term incentives (PSUs, RSUs and stock options), which are designed to focus executives on the long-term success of the Company. These long-term incentives are directly affected by changes in Emera’s common share price and TSR. This helps create a direct correlation between the shareholder experience and the compensation the Company pays its senior executives. As described in Performance Share Unit Plan, each PSU grant is subject to the achievement of financial objectives and, at the end of the performance period, a performance factor is applied, which is determined based on the extent to which the Company has met those objectives. The performance factors for the PSU Plan, expressed in terms of a percentage, for the past five years were 74 per cent for the period ended in 2021, 140 per cent for the period ended in 2022, 100 per cent for the period ended in 2023, 51.4 per cent for the period ended in 2024, and 141 per cent for the period ended in 2025. The total annual salary, short-term and long-term incentive payouts earned in 2025 for the six NEOs totaled $22.21 million, which represents 2.19 per cent of the Company’s net earnings attributable to common shareholders of $1,014 million. The MRCC is comfortable that the payout totals for 2024 are reasonable based on the Company’s performance and demonstrate that the Company’s compensation programs are aligned with the interests of our shareholders. 106 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 3.4 NEO Summary Compensation Table The table below shows the compensation awarded to the Company’s NEOs for the last three fiscal years. Non-equity incentive plan compensation Option- Annual Share-based based incentive Pension All other Total Name and Salary awards awards plans value compensation compensation principal position Year ($)(1) ($)(2) ($)(3) ($)(4) ($) ($)(5) ($) Scott Balfour 2025 1,258,805 5,012,654 1,670,670 1,908,663 322,530 36,623 10,209,944 President and CEO 2024 1,188,343 4,594,951 1,531,730 1,456,132 329,713 37,806 9,138,675 2023 1,132,238 4,376,325 1,458,645 1,308,615 261,305 35,656 8,572,784 Greg Blunden 2025 694,627 1,147,073 382,470 674,066 113,513 36,200 3,047,949 Former CFO 2024 673,731 1,113,716 371,300 660,960 116,550 27,806 2,964,063 2023 619,538 1,022,765 341,220 572,880 97,795 25,656 2,679,854 Jared Green 2025 35,000 500,000—533,964 2,100 1,738 1,072,802 CFO 2024 — — — -2023 — — ——Archie Collins 2025 658,923 891,028 296,970 730,614 135,498 382,508 3,095,541 President and CEO, 2024 624,423 796,947 265,550 559,350 194,824 339,737 2,780,831 Tampa Electric Company 2023 598,500 675,093 224,895 520,944 356,511 333,589 2,709,532 Karen Hutt 2025 574,231 862,737 287,280 557,234 62,130 24,436 2,368,048 Chief Strategy and 2024 549,654 825,032 274,950 471,240 59,777 24,526 2,205,179 Growth Officer 2023 534,423 722,620 240,405 432,548 55,611 22,376 2,007,983 Helen Wesley 2025 525,377 710,601 237,120 791,375 46,140 361,495 2,672,109 President and CEO, 2024 489,654 459,260 153,220 561,422 42,513 314,775 2,020,844 Peoples Gas 2023 474,192 356,557 118,440 373,032 41,123 350,016 1,713,360 (1) The figure shown represents the actual base earnings paid each year. (2) The figure shown is the value of PSU and RSU grants as of the effective grant date as well as a special DSU grant for Mr. Green. The grant value of PSUs and RSUs granted in 2025 was based on the average 50-trading-day closing share price up to December 31, 2024 ($52.88). The 50-day share price average is used for PSU and RSU grants to smooth out any short-term fluctuations in share price immediately preceding the grant date. The value of PSUs on payout is subject to the achievement of specific performance objectives over the respective three-year performance period. If those objectives are not met, payouts may be less than the initial value of the grant noted in this column, and if performance objectives are exceeded, payouts may be higher than the amount noted in this column. Mr. Green received a $500,000 DSU grant to recognize awards that were forfeited from his prior employer. The grant value of Mr. Green’s DSUs was based on the average 10-trading-day closing share price up to December 1, 2025 ($67.94) and is subject to a three-year cliff vesting schedule. (3) The grant date value of each stock option granted to the NEOs in 2025 was determined to be equal to 10 per cent of the February 24, 2025 closing share price of $57.00 or $5.70 per option. The Company has adopted a value ratio floor of 10 per cent; if the Black-Scholes methodology leads to a value ratio that is less than 10 per cent, the floor of 10 per cent will apply. For purposes of the Black-Scholes calculation, volatility is measured from 12 to 120 months. Because the Black-Scholes valuation was below 10 per cent when calculated over a 36-month period, using an estimated dividend yield of 5.4 per cent, a risk-free interest rate of 3.29 per cent, and an expected volatility factor of 17.8 per cent, the 10 per cent floor was used. The accounting fair value per option was $6.12, a difference of $0.42, based on the following assumptions: an expected option term of five years, a risk-free interest rate of 2.71 per cent, an expected dividend yield of 5.06 per cent, and an expected volatility factor of 20.90 per cent. (4) In 2025, all NEOs, except Mr. Collins and Ms. Wesley, participated in the Emera Corporate Scorecard, which had a result of 121.3 per cent. Mr. Collins participated in the Tampa Electric Company scorecard, which had a result of 110.9 per cent and Ms. Wesley participated in the Peoples Gas scorecard, which had a result of 150.6 per cent. The Short-Term Incentive Plans and the 2025 results are described in greater detail in Short-Term Incentive Plan. The figures shown reflect amounts earned in the 2025 performance year and paid in 2026. Mr. Balfour, Mr. Blunden, Mr. Collins and Ms. Hutt elected to receive 50 per cent of their payout in the form of DSUs. Ms. Welsey elected to receive 25 per cent of her payout in the form of DSUs. The figure shown for Mr. Green includes a $500,000 signing cash bonus and a prorated Short-Term Incentive Plan payment for 2025. (5) All other compensation in 2025 consists of: for Mr. Balfour, a cash perquisite allowance of $30,000 and other taxable benefits, including a $2,667 Company match for participation in the ECSPP; for Mr. Blunden, a cash perquisite allowance of $20,000 and other taxable benefits, including a $4,000 Company match for participation in the ECSPP; for Mr. Green, a cash perquisite allowance of $1,538 and other taxable benefits; Ms. Hutt, a cash perquisite allowance of up to $20,000 and other taxable benefits, including a $480 Company match for participation in the ECSPP. Mr. Collins was required to relocate from Nova Scotia to Tampa, Florida as President and CEO of Tampa Electric. Mr. Collins’ amount consists of a cash perquisite allowance of $20,000, a $2,667 Company match for participation in the ECSPP, a housing allowance of $204,163, a cost-of-living allowance of $108,716 and a family travel allowance of $43,478. Ms. Welsey was required to relocate from Alberta to Tampa, Florida as President and CEO of Peoples Gas. Ms. Wesley’s amount consists of a cash perquisite allowance of $20,000, a $1,760 Company match for participation in the ECSPP, a housing allowance of $179,189, a cost-of-living allowance of $83,623, a family travel allowance of $38,462, and a foreign service premium allowance of $38,462. Assignment-related allowances are tax protected under the Company’s Tax Equalization Policy; Mr. Collins and Ms. Wesley continue to be paid in Canadian dollars (“CAD”) and all amounts shown above with respect to Mr. Collins and Ms. Wesley are in CAD. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 107
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Outstanding Share-Based Awards and Option-Based Awards The following table describes all option-based and share-based awards outstanding as of December 31, 2025 for each NEO: Option-based awards(1) Share-based awards (stock options) (PSUs, RSUs and DSUs) Market or payout value of vested Number of Number of shares Market or payout share-based awards securities underlying Option Value of unexercised or unit of shares that value of share-based that have not unexercised option exercise price Option in-the-money options have not vested awards that have not been paid out Name (#) ($) expiration date ($)(2) (#)(3) vested ($)(4) ($)(5) Scott Balfour 46,300 45.16 14/02/2027 1,040,824 205,490 13,771,952 12,391,553 175,400 39.93 13/02/2028 4,860,334 210,100 46.39 20/02/2029 4,464,625 208,300 60.03 19/02/2030 1,585,163 269,100 51.12 17/02/2031 4,445,532 204,400 58.26 15/02/2032 1,917,272 206,900 54.64 26/02/2033 2,689,700 325,900 46.97 27/02/2034 6,736,353 293,100 57.00 24/02/2035 3,118,584 Greg Blunden 9,325 45.16 14/02/2027 209,626 48,461 3,247,874 5,592,623 23,500 39.93 13/02/2028 651,185 36,675 46.39 20/02/2029 779,344 42,000 60.03 19/02/2030 319,620 63,000 51.12 17/02/2031 1,040,760 47,600 58.26 15/02/2032 446,488 48,400 54.64 26/02/2033 629,200 79,000 46.97 27/02/2034 1,632,930 67,100 57.00 24/02/2035 713,944 Jared Green — — — 493,229 Archie Collins 27,000 58.26 15/02/2032 253,260 36,069 2,417,334 833,516 31,900 54.64 26/02/2033 414,700 56,500 46.97 27/02/2034 1,167,855 52,100 57.00 24/02/2035 554,344 Karen Hutt 13,875 39.93 13/02/2028 384,476 36,157 2,423,255 1,844,064 19,400 46.39 20/02/2029 412,250 20,400 60.03 19/02/2030 155,244 36,000 51.12 17/02/2031 594,720 33,100 58.26 15/02/2032 310,478 34,100 54.64 26/02/2033 443,300 58,500 46.97 27/02/2034 1,209,195 50,400 57.00 24/02/2035 536,256 Helen Wesley 14,920 58.26 15/02/2032 139,950 24,691 1,654,815 1,628,588 16,800 54.64 26/02/2033 218,400 26,080 46.97 27/02/2034 539,074 41,600 57.00 24/02/2035 442,624 (1) Option-based awards include both vested and unvested options. (2) The value of all unexercised option-based awards was calculated using a December 31, 2025 closing share price of $67.64. (3) Unvested share-based awards include PSUs, RSUs and any additional PSUs and RSUs from dividend reinvestment relating to such grants as of December 31, 2025. (4) The market or payout value of share-based awards was calculated based on an assumed performance factor of 1.0 and the average closing share price for the last 10 trading days of 2025 of $67.02. (5) These figures represent only vested DSUs (as PSUs and RSUs are paid out upon vesting) and are based on the average closing share price for the last 10 trading days of 2025 of $67.02. 108 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Incentive Plan Awards Value Vested or Earned During the Year The following table describes all option-based awards, share-based awards and non-equity incentives that vested, or were earned, during 2025 for each NEO: Share-based awards (PSUs, RSUs, and Non-equity incentive Option-based awards DSUs) plan compensation value vested during value vested during value 2025 2025 earned during the year Name ($)(1) ($)(2) ($)(3) Scott Balfour 1,160,031 8,466,926 1,908,663 Greg Blunden 277,444 1,978,869 674,066 Jared Green 33,964 Archie Collins 178,942 1,306,083 730,614 Karen Hutt 191,239 1,397,927 557,234 Helen Wesley 99,545 689,699 791,375 (1) Represents the aggregate dollar value that would have been realized if stock options had been exercised on the applicable vesting (eligibility) date in 2025. (2) The value of PSUs and RSUs vested in 2025 is based on the 2023 PSU and RSU grants, which both had three-year vesting periods from January 1, 2023 to December 31, 2025. The payout is calculated based on the original grant with accumulated dividends, multiplied by the performance factor (only applied to PSUs), multiplied by the average closing share price for the last 10 trading days of 2025 of $67.02. More details on the PSU Plan and results can be found in the section Performance Share Unit Plan. (3) This amount represents the 2025 annual incentive payouts as disclosed in the NEO Summary Compensation Table and includes any amounts that were deferred into DSUs. Aggregate Option Exercise During 2025 and 2025 Option Values The following table summarizes the number of common shares, if any, each NEO acquired pursuant to the exercise of stock options in 2025, the aggregate value realized upon exercise and the number of common shares covered by unexercised options under the Stock Option Plan as of December 31, 2025. The aggregate value realized upon exercise is the difference between the fair market value of the common shares on the exercise date and the exercise price of the option. The value of unexercised in-the-money options at year-end is the difference between the exercise price of the options and the fair market value of the common shares on December 31, 2025, which was $67.64. Value of unexercised Unexercised options at in-the-money options at December 31, 2025 December 31, 2025 Securities acquired Aggregate on exercise value realized Exercisable Unexercisable Exercisable Unexercisable Name (#) ($) (#) (#) ($) ($) Scott Balfour 112,500 1,986,453 1,179,780 759,720 19,969,992 10,888,395 Greg Blunden 238,220 178,380 3,846,694 2,576,403 Jared Green Archie Collins 30,600 423,198 40,260 127,240 551,407 1,838,752 Karen Hutt 20,400 412,294 134,875 130,900 2,152,136 1,893,783 Helen Wesley 22,900 315,013 15,280 84,120 167,653 1,172,394 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 109
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Pension Plan Benefits The Company has adopted a pension governance framework that sets out the structure and processes for overseeing the management and administration of all pension plans sponsored or administered by Emera and its affiliates to ensure that the liabilities associated with such pension plans are being appropriately managed. The NEOs are members of the Canadian corporate pension plan (“Pension Plan”) and participate on either a defined benefit basis or a defined contribution basis. For 2025, three NEOs participated in the defined benefit component of the Pension Plan and four NEOs participated in the defined contribution component of the Pension Plan. Defined Benefit The following table shows years of credited service, estimated pension amounts and changes to accrued obligations from January 1, 2025 to December 31, 2025 for the NEOs who participated in the Pension Plan on a defined benefit basis. Number of Annual benefits payable Accrued Non- Accrued years credited obligation at the Compensatory compensatory obligation at service At year-end At age 65 start of the year change change year-end Name (#) ($)(1) ($) ($) ($)(2) ($)(2) ($)(3) Scott Balfour 13.7 460,038 581,552 5,695,023 322,530 141,147 6,158,700 Greg Blunden(5) 1.3 22,610 22,610 698,593 14,663 25,481 738,737 Archie Collins(4) 35.0 409,603 409,603 7,434,937 135,498 34,436 7,604,871 (1) All NEOs were eligible for an immediate pension at year-end. The amount shown is the accrued pension starting at the NEO’s unreduced retirement date if the NEO terminated employment by December 31, 2025. (2) The compensatory and non-compensatory changes are described in more detail below. (3) The accrued pension obligation is calculated following the method prescribed under USGAAP (section 715 of the standards of the Financial Accounting Standards Board) and by the Canadian Institute of Chartered Accountants and is based on management’s best estimate of future events that affect the cost of pensions, including assumptions about future salary adjustments and short-term incentive awards. (4) Credited service shown represents the total service accrued under the Supplementary Retirement Plan; however, Mr. Collins reached the cap imposed by the Income Tax Act (Canada) for credited service under the registered pension plan in January 2023. Thus, credited service is frozen at 32.7 years under the registered pension plan and credited service accruing after January 2023 is accrued under the Supplementary Retirement Plan (to the cap of 35 years). (5) Mr. Blunden accrues future benefits under the defined contribution component of the Pension Plan and has frozen service under the defined benefit component of the Pension Plan. The accrued obligation of a pension entitlement is the present value of the expected future annual benefits payable taking into account service accrued to date and the expected salaries used to determine the annual benefit payable at retirement. Each year, the value of the accrued obligation changes as a result of compensatory changes and non-compensatory changes, which are shown in the table above. Compensatory changes are caused by changes in the annual benefit payable and result primarily from three factors: (i) new accrued service (the employer current service cost); (ii) the impact of salary increases greater than expected on past benefits (estimated increases are already built into the accrued benefit obligation); and (iii) plan changes impacting, for example, accrued service or when benefits are payable. There were no Pension Plan changes that materially affected the above figures in 2025. Non-compensatory changes are caused by interest on the accrued obligation and current service cost, employee required contributions and changes in the assumptions used to calculate the present value of the future annual benefit payment stream. These assumptions include the mortality table, salary scale, retirement assumption and the inflation assumption used for calculating indexing and the discount rate. The non-compensatory changes in 2025 were driven largely by changes in actuarial assumptions as well as interest on the accrued obligation and current service cost. The assumption changes from December 31, 2024 to December 31, 2025 were a change in the discount rate from 4.64 per cent to 4.90 per cent for the Pension Plan, 4.13 per cent to 4.08 per cent for the retirement award, and 4.63 per cent to 4.86 per cent for the supplemental employee retirement plan (“Supplementary Retirement Plan”). The net effect of the assumption changes is a decrease in obligations. The defined benefit component of the Pension Plan entitles members to pension benefits based on two per cent of the average of the member’s five highest years of pensionable earnings, multiplied by each year of credited service to a maximum of 35 years credited service. For Mr. Balfour and Mr. Blunden, pensionable earnings include base salary plus up to 50 per cent of their target short-term incentive. Upon a member reaching age 65, pension benefits under the Pension Plan are reduced by an amount approximately equal to the amount payable under the Canada Pension Plan. For members who retire from active service, the pension is payable on an unreduced basis upon the earlier of age 60 or age 55, provided that age and years of service add to at least 85. For members who joined the Pension Plan on or after July 1, 2004, the age 60 unreduced retirement age condition is replaced by age 62 with 15 years of service. A member may also retire on a reduced formula if the member has attained age 55, but does not qualify for an unreduced pension. Spousal benefits are paid on the death of a member at the rate of 60 per cent of regular pension benefits. Pensions are indexed to the consumer price index, subject to certain limits. 110 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Under the terms of Mr. Balfour’s employment agreement, his average five highest years of pensionable earnings is capped at $1.75 million for purposes of calculating his pension obligation. For 2025, members of the defined benefit component of the plan contributed 7.4 per cent of eligible earnings up to the year’s maximum pensionable earnings (“YMPE”) under the Canada Pension Plan, and 9.5 per cent of earnings between the YMPE and the amount on which pension benefits may be earned under a registered pension plan as permitted by the Income Tax Act (Canada). Due to Canada Revenue Agency limitations on the maximum pension benefit that may be paid under the Pension Plan, a portion of the pension the NEOs earned after January 1, 1992 is provided under the terms of the Supplementary Employee Retirement Plan (“SERP”), which is unfunded but secured by a letter of credit deposited in a retirement compensation trust. The SERP is non-contributory. The SERP generally mirrors the terms of the Pension Plan, with the exception that benefits earned on service in the SERP after December 31, 2017 are not indexed on retirement. The Company does not grant additional years of credited service to NEOs under the Pension Plan or SERP. The defined benefit component of the Pension Plan was closed to new non-union employees hired after January 8, 2013 and to new union employees hired after October 31, 2014. The defined benefit component of the SERP was closed to new entrants as of December 31, 2017. Any employees who become eligible to participate in the SERP after December 31, 2017 will participate in the defined contribution component. The compensatory and non-compensatory change figures for Mr. Blunden and Mr. Collins include the increase in value of a potential retirement award. Certain employees of the Company hired before August 1, 2007 are eligible for a retirement award if they continue working with the Company until their unreduced retirement date. The retirement award is calculated by multiplying the employee’s weekly base salary immediately preceding retirement by the employee’s number of years of service at retirement, to a maximum of 26 weeks of salary, and is payable as a lump sum on retirement. If the employee terminates employment with the Company prior to his or her unreduced retirement date, no retirement award is payable. Mr. Blunden and Mr. Collins have both surpassed their unreduced retirement dates. Mr. Balfour is not eligible for the retirement award. Defined Contribution The following table shows the changes to accumulated value from January 1, 2025 to December 31, 2025 for the NEOs who participated in the Pension Plan on a defined contribution basis. Accumulated Accumulated value at start of Compensatory value year change at end of year Name ($) ($)(1) ($) Greg Blunden(2) 2,055,819 98,850 2,473,718 Jared Green(3) — 2,100 4,197 Karen Hutt(4) 1,412,210 62,130 1,603,338 Helen Wesley 269,120 46,140 352,872 (1) The compensatory change is the value of Company contributions made based on the defined contribution component of the Pension Plan. (2) Mr. Blunden accrues future benefits under the defined contribution component of the Pension Plan and has frozen service under the defined benefit component of the Pension Plan. (3) Mr. Green joined the Company as of December 1, 2025. (4) The compensatory change figures for Ms. Hutt include the increase in value of a potential defined benefit retirement award, as described in the section above this table. Ms. Hutt will be entitled to the retirement award if she continues working for an Emera company until her unreduced retirement date. The accumulated values at the start and end of year also include this potential retirement award. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 111
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Under the defined contribution component of the Pension Plan, the Company contributes a base amount of three per cent of the participant’s eligible earnings into the participant’s account each pay period. Plan participants can also make contributions of up to six per cent of their eligible earnings to the defined contribution component, with the Company matching half of these contributions. Accordingly, the maximum Company contribution to each participant’s defined contribution account, factoring in the base amount and the matching contribution, is six per cent of the participant’s eligible earnings. Canada Revenue Agency limits apply to limit the amount of contributions that can be made under the defined contribution component and, as with the defined benefit component, a portion of the pension a NEO earns in the defined contribution component may be provided under the terms of a Supplementary Retirement Plan. Mr. Blunden, Ms. Hutt, and Ms. Wesley participated in the defined contribution component of the Pension Plan in 2025. They and the Company each contributed six per cent of their base salary into the Pension Plan up to the total amount permitted under the Income Tax Act (Canada), which equated to $16,905 each in 2025. In addition, the Company maintains an account for any contributions which would be made in the absence of the Income Tax Act (Canada) limits, through the Supplementary Retirement Plan. For 2025, the additional Company contribution for Mr. Blunden was $81,945, for Ms. Hutt was $35,098, and for Ms. Wesley $29,235. Mr. Green participated in the defined contribution component of the Pension Plan for December 2025. He and the company contributed six per cent of his base salary into the Pension Plan for that month, $2,100 each. Where Mr. Green contributed under the amount permitted under the Income Tax Act (Canada) for 2025, the Company did not make any additional contributions through the Supplementary Retirement Plan. Upon ending active employment with the Company at any age between 55 and 65, plan participants in the defined contribution component of the Pension Plan may start receiving retirement income through the purchase of a life annuity or by converting their account to a life income fund. The defined contribution component of the Pension Plan is administered on behalf of the Company by a major Canadian insurance company, which acts in accordance with the provisions of the defined contribution component of the Pension Plan, the Income Tax Act (Canada) and the Nova Scotia Pension Benefits Act. Deferred Share Unit Plan The Deferred Share Unit (“DSU”) Plan is another component of Emera’s Long-term Incentive Program for senior leaders. A DSU is a notional share unit that is based on the value of an Emera common share the value of a DSU changes directly in correlation to an Emera share and earns dividend equivalents in the form of additional DSUs. When a dividend is paid on Emera’s common shares, each participant’s DSU account is allocated additional DSUs based on the dividend paid on an equivalent number of Emera common shares. DSUs are not paid out until such time as the participant is no longer employed by the Company or any of its operating companies. When redeemed, the value of a participant’s DSUs is equivalent to the fair market value of an equal number of common shares of the Company. The DSU Plan is intended to facilitate achievement of share ownership guidelines (discussed in Executive Share Ownership Requirements) without diluting the shareholder base. Prior to the start of each performance year, each plan participant may elect to defer some, or all, of the short-term incentive payout associated with that performance year in the form of DSUs. When the short-term incentive is paid to the NEOs, the portion elected is allocated to DSUs rather than paid in cash. Since DSUs are principally an income deferral mechanism, there are no performance metrics attributable to DSUs. Following a participant’s departure from the Company, on a date selected by the participant not later than December 15 of the next calendar year after departure, the value of the participant’s DSUs is calculated by multiplying the number of DSUs in the participant’s account by the average closing Emera common share price for the 10 trading days preceding the payout date (the 10-day average is used to smooth out any short-term price fluctuations). The after-tax amount is paid to the participant. In addition, special DSU awards may be made from time to time by the MRCC, or proposed to the MRCC by management, to selected executives and senior management to recognize singular achievements, the achievement of certain corporate objectives, or to attract new executive talent to the organization. In 2025, the MRCC approved a special DSU grant for Mr. Green to recognize the long-term incentive awards he forfeited upon leaving his previous employer. 112 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices 2025 DSU Plan Allocations The table below identifies the percentage of the 2025 short-term incentive each NEO elected to allocate to DSUs: Percentage of 2025 annual incentive Dollar amount of 2025 annual incentive elected to deferred share units elected to deferred share units Name (%) ($)(1) Scott Balfour 50 954,331 Greg Blunden 50 337,033 Jared Green 0 0 Archie Collins 50 365,307 Karen Hutt 50 278,617 Helen Wesley 25 197,844 (1) The DSU allocations are rounded to the nearest whole unit, so the value of DSUs may vary slightly from the amount of short-term incentive payout allocated. Employee Common Share Purchase Plan Executives are also eligible to participate in the Employee Common Share Purchase Plan, which allows employees of Emera and companies controlled directly or indirectly by the Company to purchase Emera common shares through regular payroll deductions or lump-sum payments. Participants can contribute up to $20,000 CAD/$15,000 USD per year, and the Company will match 20 per cent on employee contributions up to the contribution limit. The purchase price of the common shares under the Employee Common Share Purchase Plan is the average of the daily high and low board lot trading price on the TSX for the five trading days prior to the purchase date. At Emera’s option, shares may be purchased instead on the market at prevailing market prices. All common shares purchased under the Employee Common Share Purchase Plan are immediately vested. Executives participate on the same terms as all other eligible employees. A maximum of 7,000,000 shares may be issued from treasury under the Employee Common Share Purchase Plan, or approximately 2.32 per cent of the total issued and outstanding common shares of the Company as of December 31, 2025. A total of 5,694,721 common shares have been issued from treasury pursuant to the Employee Common Share Purchase Plan, which represents approximately 1.89 per cent of the total issued and outstanding common shares of the Company as of December 31, 2025. There are 1,305,279 common shares that remain available for issuance under the Employee Common Share Purchase Plan, which represents approximately 0.43 per cent of the total issued and outstanding common shares of the Company as of December 31, 2025. Please see the proposed increase to the Employee Common Share Purchase Plan under the heading Amendments to the Employee Common Share Purchase Plan on page 114. The table below shows the burn rate ratio for the Employee Common Share Purchase Plan, as defined in the table and measured as a percentage of the weighted average number of shares outstanding for the respective year. 2025 (%) 2024 (%) 2023 (%) Burn rate (number of common shares granted in a fiscal year, divided 0.14 0.18 0.18 by the weighted average total number of shares outstanding) EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 113
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The Board may, from time to time, without notice and without shareholder approval, amend, modify, change, suspend or terminate the Employee Common Share Purchase Plan as it, in its absolute discretion, determines appropriate, such as an increase to the employer contribution rate to a maximum of 25 per cent, administrative amendments and minor changes of a housekeeping nature; however, shareholder approval shall be required for any amendment, modification or change that: Increases the number of common shares reserved for issuance, except an increase made in proportion to an increase in the number of common shares outstanding due to a stock dividend, stock split, amalgamation, reorganization, merger or similar event; Extends eligibility to participate to non-employee Directors; Permits rights under the Employee Common Share Purchase Plan to be transferred other than for normal estate settlement purposes; Permits awards to be granted under the Employee Common Share Purchase Plan in addition to the purchase of common shares using contributions from participants and the Company; Increases either of the 10 per cent insider participation limits; or Deletes or reduces the range of amendments that require shareholder approval under this paragraph. The maximum number of shares issuable to insiders of the Company under all security-based compensation arrangements (including the Stock Option Plan and the Employee Common Share Purchase Plan) at any time is 10 per cent of the issued and outstanding shares of the Company. The maximum number of shares issued to insiders, within any one-year period, under all security-based compensation arrangements, will not exceed 10 per cent of the issued and outstanding shares of the Company. While the Employee Common Share Purchase Plan specifies a maximum annual contribution, it does not specify a maximum number of shares that can be issued to an individual. The benefits under the Employee Common Share Purchase Plan are not assignable, and if a Plan participant ceases to be an employee of an Emera Company, their eligibility to participate in the Employee Common Share Purchase ceases. Amendments to the Employee Common Share Purchase Plan As previously mentioned in this circular, we are proposing, subject to shareholder approval, an increase to the Employee Common Share Purchase Plan reserve of 5,000,000 additional shares, representing 1.64 per cent of the total issued and outstanding shares as of March 19, 2026 In addition, the plan has been amended to clarify that shareholder approval would be required should the Company propose increasing the employer contribution rate above 25 per cent. The current employer contribution rate is 20 per cent. This amendment falls within the Board’s authority in accordance with the Employee Common Share Purchase Plan to approve and thus does not require shareholder approval. 114 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Termination and Change of Control Benefits The following table provides the estimated amounts of incremental payments, payables and benefits to which each NEO would be entitled based on differing departure scenarios resignation, termination for cause, termination without cause, separation from the Company in circumstances of a change of control, and retirement, assuming the triggering event took place on December 31, 2025. Incremental benefits in connection with a change of control are realized only in the event of a termination of employment following a change of control and no incremental benefit is realized solely on a change of control. Continuation Performance Restricted of benefits Cash Short-term share units share units Stock (present severance incentive (“PSUs”) (“RSUs”) options value) Total Name Departure scenario(1) ($) ($) ($)(2) ($)(2) ($)(3) ($)(4) ($) Scott Balfour Resignation Termination for cause Termination without cause 2,522,000 3,152,500 9,431 5,683,931 Control change 2,522,000 3,152,500 9,181,187 4,590,765 10,504,941 9,431 29,960,824 Retirement Greg Blunden Resignation Termination for cause Termination without cause 1,042,875 834,300 11,952 1,889,127 Control change 1,042,875 834,300 2,165,346 1,082,528 2,487,106 11,952 7,624,107 Retirement Jared Green Resignation Termination for cause Termination without cause 975,000 780,000 11,952 1,766,952 Control change 975,000 780,000 0 0 0 11,952 1,766,952 Retirement Archie Collins Resignation Termination for cause Termination without cause 990,000 990,000 5,369 1,985,369 Control change 990,000 990,000 1,611,458 805,876 1,788,100 5,369 6,190,802 Retirement Karen Hutt Resignation Termination for cause Termination without cause 862,500 690,000 8,465 1,560,965 Control change 862,500 690,000 1,615,291 807,964 1,831,688 8,465 5,815,908 Retirement Helen Wesley Resignation Termination for cause Termination without cause 789,750 789,750 4,623 1,584,123 Control change 789,750 789,750 1,103,473 551,342 1,142,566 4,623 4,381,505 Retirement (1) Please see the following tables for a description of the entitlements of each NEO under the various departure scenarios. (2) Payouts for PSUs assume a performance factor of 1.0 and both PSUs and RSUs are valued using the average closing share price for the last 10 trading days of 2025 of $67.02. (3) Stock options are valued using the closing share price on December 31, 2025 of $67.64. (4) Continuation of benefits may reflect amounts for health and dental benefits and insurance benefits, pursuant to the terms of the NEOs’ employment contracts, as applicable. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 115
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices The following is a summary of each NEO’s entitlements on departure, based on his or her employment contract or the applicable plans as of December 31, 2025. Scott Balfour Resignation All unvested PSUs, RSUs and stock options are forfeited. Terminated for cause All unvested PSUs, RSUs and stock options are forfeited. Terminated without cause Entitled to a lump sum equal to 24 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 12 months. Unvested PSUs and RSUs are prorated to the date of termination and paid out at the end of the respective performance period, subject to the achievement of the applicable performance criteria. Unvested stock options are forfeited. Change of control If there is a change of control of the ownership of the Company, such that any one party acquires 50 per cent or more of voting securities, Mr. Balfour may elect to terminate employment for “good reason”(1) within 24 months of the change of control, and receive 24 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 12 months. Unvested PSUs and RSUs that were granted prior to the change of control are deemed to vest on the termination date and are paid out assuming a performance factor of 1.0. Unvested stock options that were granted prior to the change of control are deemed to vest on the termination date and must be exercised by the earlier of: (a) six months from the termination date; and (b) 10 years from the original grant date. Retirement Mr. Balfour becomes eligible to retire with an unreduced pension as of April 30, 2027. Information regarding pension entitlement is contained in Pension Plan Benefits. PSUs and RSUs continue to be eligible to vest in full following retirement and PSUs remain subject to the applicable performance criteria. Unvested stock options will continue to vest in full and in normal course past retirement and remain exercisable for the entire term of the option. (1) “Good reason” is described as any of the following events occurring without the NEO’s consent: the Company materially diminishes the NEO’s position, authority, duties or responsibilities; the Company requires the NEO to be based at a location more than 50 km from his or her current work location or to travel to a significantly greater extent; or the Company materially reduces the NEO’s annual base salary or their target incentive awards. Greg Blunden Resignation All unvested PSUs, RSUs and stock options are forfeited. Terminated for cause All unvested PSUs, RSUs and stock options are forfeited. Terminated without cause Entitled to a lump sum equal to 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 18 months. Unvested PSUs and RSUs are prorated to the date of termination and paid out at the end of the respective performance period, subject to the achievement of the applicable performance criteria. Unvested stock options are forfeited. Change of control If there is a change of control of the ownership of the Company, such that any one party acquires 50 per cent or more of voting securities, Mr. Blunden may elect to terminate employment for “good reason,” as defined below, within 24 months of such changes and receive 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 18 months. Unvested PSUs and RSUs that were granted prior to the change of control are deemed to vest on the termination date and are paid out assuming a performance factor of 1.0. Unvested stock options that were granted prior to the change of control are deemed to vest on the termination date and must be exercised by the earlier of: (a) six months from the termination date; and (b) 10 years from the original grant date. Retirement Mr. Blunden became eligible to retire with an unreduced pension as of December 31, 2024. Information regarding pension entitlement is contained in Pension Plan Benefits. PSUs and RSUs continue to be eligible to vest in full following retirement and PSUs remain subject to the applicable performance criteria. Unvested stock options will continue to vest in full and in normal course past retirement and remain exercisable for the entire term of the option. 116 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Jared Green Resignation All unvested PSUs, RSUs and stock options are forfeited. Terminated for cause All unvested PSUs, RSUs and stock options are forfeited. Terminated without cause Entitled to a lump sum equal to 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 18 months. Unvested PSUs and RSUs are forfeited as of the termination date. Unvested stock options are forfeited. Change of control If there is a change of control of the ownership of the Company, such that any one party acquires 50 per cent or more of voting securities, Mr. Green may elect to terminate employment for “good reason,” as defined below, within 24 months of such changes and receive 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 18 months. Unvested PSUs and RSUs that were granted prior to the change of control are deemed to vest on the termination date and are paid out assuming a performance factor of 1.0. Unvested stock options that were granted prior to the change of control are deemed to vest on the termination date and must be exercised by the earlier of: (a) six months from the termination date; and (b) 10 years from the original grant date. Retirement Mr. Green will become eligible to retire on May 11, 2030. Information regarding pension entitlement is contained in Pension Plan Benefits. If Mr. Green stays employed and qualifies for early retirement under the PSU/RSU plans, his outstanding PSUs and RSUs will continue to vest normally, with payouts prorated based on service up to his retirement date. Under the Stock Option Plan, vested options remain exercisable until expiry, while unvested options are forfeited. If he stays employed and qualifies for normal retirement, his PSUs and RSUs will continue to vest normally and remain eligible for full payout. Under the Stock Option Plan, vested options remain exercisable until expiry, and unvested options continue to vest and remain exercisable until expiry. Archie Collins Resignation All unvested PSUs, RSUs and stock options are forfeited. Terminated for cause All unvested PSUs, RSUs and stock options are forfeited. Terminated without cause Entitled to a lump sum equal to 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 18 months. Unvested PSUs and RSUs are forfeited in accordance with the applicable plan texts. Unvested stock options are forfeited. Change of control If there is a change of control of the ownership of the Company, such that any one party acquires 50 per cent or more of voting securities, Mr. Collins may elect to terminate employment for “good reason,” as defined below, within 24 months of such changes and receive 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 18 months. Unvested PSUs and RSUs that were granted prior to the change of control are deemed to vest on the termination date. The Committee has discretion to apply any performance-based requirements on PSUs. Unvested stock options that were granted prior to the change of control are deemed to vest on the termination date and must be exercised by the earlier of: (a) six months from the termination date; and (b) 10 years from the original grant date. Retirement Mr. Collins became eligible to retire with an unreduced pension as of September 30, 2021. Information regarding pension entitlement is contained in Pension Plan Benefits. PSUs and RSUs continue to be eligible to vest in full following retirement and PSUs remain subject to the applicable performance criteria. Unvested stock options will continue to vest in full and in normal course past retirement and remain exercisable for the entire term of the option. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 117
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Karen Hutt Resignation All unvested PSUs, RSUs and stock options are forfeited. Terminated for cause All unvested PSUs, RSUs and stock options are forfeited. Terminated without cause Entitled to a lump sum equal to 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 12 months. Unvested PSUs and RSUs are prorated to the date of termination and paid out at the end of the respective performance period, subject to the achievement of the applicable performance criteria. Unvested stock options are forfeited. Change of control If there is a change of control of the ownership of the Company and Ms. Hutt’s employment is terminated without cause or Ms. Hutt terminates her employment for “good reason,” as defined in her employment agreement and below, within 24 months of the change of control, Ms. Hutt is entitled to receive 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 12 months. Unvested PSUs and RSUs that were granted prior to the change of control are deemed to vest on the termination date and are paid out assuming a performance factor of 1.0. Unvested stock options that were granted prior to the change of control are deemed to vest on the termination date and must be exercised by the earlier of: (a) six months from the termination date; and (b) 10 years from the original grant date. Retirement Ms. Hutt participates in the Defined Contribution pension plan and became eligible to retire as of November 30, 2021. Information regarding pension entitlement is contained in Pension Plan Benefits. PSUs and RSUs continue to be eligible to vest in full following retirement and PSUs remain subject to the applicable performance criteria. Unvested stock options will continue to vest in full and in normal course past retirement and remain exercisable for the entire term of the option. Helen Wesley Resignation All unvested PSUs, RSUs and stock options are forfeited. Terminated for cause All unvested PSUs, RSUs and stock options are forfeited. Terminated without cause Entitled to a lump sum equal to 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 12 months. Unvested PSUs and RSUs are prorated to the date of termination and paid out at the end of the respective performance period, subject to the achievement of the applicable performance criteria. Unvested stock options are forfeited. Change of control If there is a change of control of the ownership of the Company, such that any one party acquires 50 per cent or more of voting securities, Ms. Wesley may elect to terminate employment for “good reason,” as defined below, within 24 months of such changes and receive 18 months’ compensation based upon annual salary and short-term incentive at target. Health, dental and other such benefits will be continued for up to 12 months. Unvested PSUs and RSUs that were granted prior to the change of control are deemed to vest on the termination date and are paid out assuming a performance factor of 1.0. Unvested stock options that were granted prior to the change of control are deemed to vest on the termination date and must be exercised by the earlier of: (a) six months from the termination date; and (b) 10 years from the original grant date. Retirement Ms. Wesley participates in the Defined Contribution pension plan and became eligible to retire as of June 28, 2024. Information regarding pension entitlement is contained in Pension Plan Benefits. If Ms. Wesley stays employed and qualifies for early retirement under the PSU/RSU plans, her outstanding PSUs and RSUs will continue to vest normally, with payouts prorated based on service up to her retirement date. Under the Stock Option Plan, vested options remain exercisable until expiry, while unvested options are forfeited. If she stays employed and qualifies for normal retirement, her PSUs and RSUs will continue to vest normally and remain eligible for full payout. Under the Stock Option Plan, vested options remain exercisable until expiry, and unvested options continue to vest and remain exercisable until expiry. 118 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices Shares Authorized for Issuance Under Equity-based Compensation Plans The following table shows shares authorized for issuance under the Stock Option Plan and the ECSPP as of December 31, 2025. There are no equity-based compensation plans that were not approved by shareholders. (A) (B) (C) Number of shares Number of shares Weighted average available to be exercise for future issuance under issued upon exercise price of outstanding equity compensation of outstanding options plans Plan category options ($) (excluding column (A)) Equity-based compensation plans approved by shareholders Senior Management Stock Option Plan 4,116,481 52.03 1,295,935 ECSPP N/A N/A 1,305,279 Total 4,116,481 52.03 2,601,214 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 119
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices APPENDICES In This Section Appendix A Resolution Amending the Employee Common Share Purchase Plan 121 Appendix B Resolution Amending the Senior Management Stock Option Plan 121 Appendix C Emera Incorporated Board of Directors Charter 122 120 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices APPENDIX A Emera Incorporated (the “Company”) Resolution Amending the Employee Common Share Purchase Plan Resolved That: 1. The Employee Common Share Purchase Plan (“Plan”) of Emera Incorporated (the “Company”) be amended to increase the maximum number of common shares of the Company (“Common Shares”) that can be issued under the Plan from 7,000,000 Common Shares to 12,000,000 Common Shares, an increase of 5,000,000 Common Shares, representing 1.64 per cent of the total issued and outstanding shares as at March 19, 2026. 2. 5,000,000 additional Common Shares be reserved for issuance in accordance with the terms of the Plan. 3. Any Director or Officer of the Company be and is hereby authorized and directed to execute, whether under the corporate seal of the Company or otherwise, and to deliver all documents or instruments in writing and to do all other acts and things as may be determined necessary or appropriate to carry out the terms of this resolution, the making of such determination to be conclusive evidence of the necessity or appropriateness. APPENDIX B Emera Incorporated (the “Company”) Resolution Amending the Senior Management Stock Option Plan Resolved That: 1. The Senior Management Stock Option Plan (the “Stock Option Plan”) of the Company be amended to increase by 3,500,000 the maximum number of common shares of the Company (“Common Shares”) that can be issued under Stock Option Plan from 14,698,259 to 18,198,259 Common Shares. The additional 3,500,000 shares represent 1.14 per cent of the total issued and outstanding shares as at March 19, 2026. 2. Any Director or Officer of the Company be and is hereby authorized and directed to execute, whether under the corporate seal of the Company or otherwise, and to deliver all documents or instruments in writing and to do all other acts and things as may be determined necessary or appropriate to carry out the terms of this resolution, the making of such determination to be conclusive evidence of the necessity or appropriateness. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 121
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices APPENDIX C Emera Incorporated Board of Directors Charter The fundamental responsibility of the Board of Directors (the “Board”) is to provide stewardship and governance to Emera Incorporated (“Emera”) for the long term success of the Company by overseeing management of the business. In addition to the powers set out in Emera’s Articles of Association, the Board shall have the following duties and responsibilities. STRATEGIC PLANNING The Board shall provide oversight and guidance on the strategic issues facing Emera. The Board shall oversee a strategic planning process resulting in a strategic plan, which shall be approved on an annual basis and will take into account, among other things, the opportunities and risks of the business. The Board shall regularly consider Emera’s strategy, evaluate progress made in pursuing that strategy and consider any adjustments to the strategy that may be required from time to time. The Board shall review and approve the Company’s financial objectives, plans and actions, including significant capital allocations and expenditures. The Board shall review and approve all material acquisitions, dispositions, projects, business plans and budgets. SUSTAINABILITY AND INTEGRITY The Board shall oversee management’s approach to addressing Emera’s Environmental, Social and Governance (ESG) impacts, risks and opportunities that are most important to its business performance and to key stakeholders. The Board shall be comprised of a majority of “independent directors” as defined from time to time under applicable legislation and the rules of any stock exchange on which Emera’s securities are listed for trading. The Chair shall be an “independent director” as defined above. The Board shall review and approve the Emera Group of Companies Code of Conduct for employees, officers and directors of Emera and its subsidiaries and affiliates and a procedure for monitoring compliance with such code throughout the Company. The Board shall satisfy itself as to the integrity of the Chief Executive Officer and executive officers and management’s creation of an integrity-based culture throughout the Company. RISK RESPONSIBILITY The Board shall oversee the implementation by management of appropriate systems to identify, report and manage the principal risks of Emera’s business. The Board will consider Emera’s risk profile and oversee Emera’s risk management by reviewing: (a) the regular identification and assessment of the principal risks of Emera; (b) the process for ongoing monitoring and reporting of the principal risks of Emera; (c) the effectiveness of Emera’s mitigation response to its principal risks; (d) the alignment of risk management with Emera’s risk profile, its strategy and its organizational objectives, including capital and resources allocation. The Board shall also review Emera’s annual insurance program and uninsured exposure and Emera’s business continuity and disaster recovery plans. The Board shall receive regular updates on the status of risk management activities and initiatives. The Board shall review management’s processes that provide reasonable assurance of compliance with applicable legal and regulatory requirements. 122 EMERA 2026 MANAGEMENT INFORMATION CIRCULAR
Notice of 2026 Management Annual Meeting of Corporate Executive Overview Annual Meeting Information Circular Shareholders Governance Compensation Appendices LEADERSHIP AND SUCCESSION The Board shall oversee policies and practices to enable the Company to attract, develop and retain the human resources required by the Company to meet its business objectives. The Board shall appoint executive officers and delegate the necessary authority for the conduct of the business. The Board shall establish annual performance expectations and corporate goals and objectives for the Chief Executive Officer and monitor progress against those expectations. The Board shall evaluate the performance and, following a review of recommendations from the Management Resources and Compensation Committee, approve compensation for executive officers. The Board shall oversee the succession planning program for the Chief Executive Officer and other key executive positions from time to time. FINANCIAL The Board shall oversee the financial reporting and disclosure obligations imposed on the Company by laws, regulations, rules, policies and other applicable requirements. The Board will review the financial performance of the Company and declare dividends as appropriate. The Board shall approve for release to the public as necessary the Company’s financial statements, management’s discussion and analysis (MD&A) and earnings releases prepared by management and oversee the Company’s compliance with applicable audit, accounting and reporting requirements. The Board shall review the quality and integrity of Emera’s internal controls and management information systems. CORPORATE COMMUNICATIONS AND PUBLIC DISCLOSURE The Board shall review and approve a formal corporate disclosure policy and oversee policies and processes for accurate, timely and appropriate public disclosure. The Board shall oversee systems for receiving feedback from stakeholders and review such feedback received by the Company. GOVERNANCE RESPONSIBILITY The Board is responsible for overseeing the Company’s corporate governance policies and practices and shall maintain a set of corporate governance practices that are specifically appropriate to the Company. Pursuant to the Articles, the directors shall appoint one of the directors as Chair of the Board and such director shall not be an employee of Emera or any of its affiliates or subsidiaries. The Board shall establish appropriate structures and procedures to allow the Board to function independently of management and in the interests of the Company and its shareholders. The Board, in carrying out its mandate, shall appoint committees of the Board and delegate certain functions to those committees, each of which shall have its own written charter. Notwithstanding such delegation, the Board retains its oversight function and ultimate responsibility for these delegated functions. The Board shall oversee a process for the selection of qualified individuals for board nomination, and shall approve selection criteria for identifying director candidates taking into account the competencies and skills the Board as a whole should possess. The Board shall undertake regular evaluation of the Board, the Chair of the Board, the Board committees and individual Directors. The Board shall undertake regular evaluation of Directors’ compensation. The Board shall review this Charter annually to ensure it appropriately reflects the Board’s stewardship responsibilities. EMERA 2026 MANAGEMENT INFORMATION CIRCULAR 123
www.emera.com
Exhibit 99.2
2025 Annual Report
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Emera at a Glance Emera is a leading North American provider of energy services headquartered in Halifax, Nova Scotia. Emera delivers safe, clean, and reliable energy to customers through investments in regulated electric and natural gas utilities, and related businesses and assets. $45B $8.8B 6 total assets revenue electric and natural gas utilities (1) Our Companies As of March 1, 2026 Tampa Electric Nova Scotia Power Peoples Gas New Mexico Gas (2) 2.7M 7,800 Emera Caribbean customers employees Emera Newfoundland & Labrador Emera Energy Emera New Brunswick Emera Technologies Data on this page is as of December 31, 2025, unless otherwise indicated. (1) Four electric utilities and two natural gas utilities. (2) In August 2024, Emera entered into an agreement to sell New Mexico Gas. This transaction is expected to close in the first half of 2026.
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Why Invest in Emera Emera is at the forefront of a transformative era in energy with robust opportunities to invest on behalf of customers across the portfolio. Our proven strategy and operational excellence enable us to capitalize on this growth. Premium Portfolio of Regulated Utilities Focused in Florida 72% of adjusted net income (1), excluding Corporate costs, comes from our Florida operations ~80% of capital plan through 2030 is focused in Florida in support of customer growth at Tampa Electric and Peoples Gas respectively Constructive Regulatory Environments 95% of adjusted net income (1), excluding Corporate costs, derived from our regulated utilities Visible Growth Plan $20B capital investment plan through 2030 committed to renewable integration, grid reliability, and modernization 7%–8% annualized, forecasted rate base growth through 2030 (3) Reliable Earnings and Dividend Growth 19 years of consecutive dividend growth 1–2% annual dividend growth target 5–7% average adjusted EPS (2) growth target through 2030 (3) (1) Based on 2025 adjusted net income attributable to common shareholders (“adjusted net income”), excluding Corporate costs of $380 million. Adjusted net income is a non-GAAP measure, which does not have a standardized meaning under United States Generally Accepted Accounting Principles (“USGAAP” or “GAAP”). For more information and a reconciliation to the nearest GAAP measure, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2025 MD&A (2) Adjusted earnings per share (“EPS”) is a non-GAAP ratio, which does not have standardized meaning under USGAAP. For more information, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2025 MD&A. (3) Adjusted EPS and rate base growth forecasts use 2024 as base year. EMERA 2025 ANNUAL REPORT 1
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information 2025 Financial Highlights $3.49 72% $3.6B 4.3% Annual adjusted EPS (1) of adjusted net capital invested in dividend yield (3) income (1), excluding 2025, leading to an Corporate costs, 8% annual increase comes from Florida (2) in rate base 2025 Adjusted Net Income (1) Excluding Corporate Costs (2) By Business Segment 59% Florida electric 13% Canadian electric 20% Gas utilities and infrastructure 5% Other 3% Other electric By Revenue Type 75% Regulated electric 20% Regulated gas 5% Unregulated Unless otherwise indicated, all data on this page is as of December 31, 2025, and currency is in Canadian dollars. (1) Adjusted EPS and adjusted net income are a non-GAAP measure and non-GAAP ratio, respectively, which do not have standardized meaning under USGAAP. For more information, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2025 MD&A (2) Based on 2025 adjusted net income, excluding Corporate costs of $380 million. (3) Based on Dec. 31, 2025 share price of $67.64 2 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Who We Are Our Strategy We’re focused on safely delivering reliable and cleaner energy at a pace that minimizes the cost impacts for customers at our utilities. Through our strategy, we’re responding to the fundamental shift that’s impacting the energy industry and delivering on the key trends that reflect the changing needs of utility customers: decarbonization, decentralization and digitalization. Our Purpose Energizing modern life and delivering a cleaner energy future for all. Our Vision To be the energy provider of choice for our customers, the employer of choice for our people, and a preferred choice for investors. Our Values We put safety above all else. We put customers at the centre of everything we do. We value candour, respect and collaboration. We care for each other, the environment, and our communities. We set a high bar and take on big things. Emera’s Sustainable Energy Approach Proven Record 20+ years of investments Wind in Nova Scotia Solar in Florida Big Bend modernization Maritime Link hydro Real Progress Reduced CO2 emissions by nearly half (1) while modernizing grids Replacing coal Integrating renewables Grid upgrades Proactive & Adaptive Responding to evolving drivers Severe weather risks & resilience Government policies & targets Electrification & demand Emerging technologies Disciplined Investment 2026-2030 $20B Sustaining momentum through customer-focused capital plan Grid reliability & modernization Renewable integration Technology adoption Initiatives across our core operating jurisdictions (2) – paced with customer affordability in mind Florida: Strengthening reliability and affordability while modernizing the generation fleet via investments in solar, battery storage, fuel switching, long-term use of natural gas, and storm hardening. Nova Scotia: Strengthening reliability while aligning with provincial and federal climate policy (3) through investments in grid resilience, interties, hydro, battery storage, coal retirement, fuel switching, wind, and solar. (1) Our reductions in CO2 emissions are compared to 2005 levels and include CO2 scope 1 generation emissions for TEC and NSPI only. (2) Core jurisdictions refer to Emera’s primary operating regions where regulated electric and gas utilities operate, including Nova Scotia (NSPI) and Florida (TEC & Peoples Gas Systems, Inc. (“PGS”)). (3) Activities in Nova Scotia are aligned with government climate targets of 80% renewable energy and coal-free electricity by 2030 and will be shaped by the decisions of the Nova Scotia Independent Energy System Operator (“IESO Nova Scotia”) regarding future generation sources. EMERA 2025 ANNUAL REPORT 3
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Letter from the Chair and the CEO Fellow shareholders, 2025 was defined by meaningful progress for Emera, reflecting the benefit of years of disciplined investment, operational excellence, and continual focus on long-term strategy and delivery of value for our stakeholders. We also continued to strengthen our balance sheet and protect our investment grade credit metrics, prioritizing financial resilience alongside disciplined growth in a volatile environment. As a result, Emera’s positioning is strong, with a stable and resilient business focused on enduring value creation. We carry this momentum into 2026, while recognizing that discipline and focus have never been more important. Rising demand for energy, geopolitical volatility, government policy and regulatory requirements, rapid technological change, and greater expectations for reliable service at a manageable cost are placing higher demands on energy systems and the companies that operate them. Emera is meeting this moment—modernizing our electric and gas systems and strengthening overall system resilience—to deliver long-term value for customers amid broader economic pressures. In Florida—the largest market Emera serves—population and economic growth are driving demand. In response, we advanced projects focused on system capacity, reliability, and storm resiliency. The addition of solar and storage resources, as well as system expansion investments to serve new electric and gas customers ensure we meet increased energy demand and population growth. In Nova Scotia, we are executing a five-year reliability plan that modernizes infrastructure, strengthens the grid, and supports the continued integration of renewables and other technologies. Each investment we make is sequenced to align with evolving energy requirements and manage customer costs. Karen Sheriff Chair, Board of Directors, Emera Inc. Scott Balfour President and Chief Executive Officer, Emera Inc. 4 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information 2025 Highlights Emera’s momentum throughout 2025 came from consistent execution and commitment to operational excellence. Across our operations we advanced major capital projects, and in turn, hit key milestones. We translated our capital plan into tangible outcomes—strengthening the systems our customers rely on every day and progressing strategic initiatives that position our business for the future. Some of the noteworthy items include: Tampa Electric opened its new headquarters and Bearss Operations Center (BOC) opened their doors in 2025. Engineered to withstand Category 5 hurricane conditions, the BOC is a state-of-the-art, 24/7 facility that enhances day-to-day reliability and enables rapid, safe storm response for Tampa Electric through even the most severe weather conditions. Two of three new 50-MW grid-scale battery sites went into operation in Nova Scotia, boosting system resilience and renewables integration. Developed through a partnership between Nova Scotia Power and all 13 Mi’kmaw communities in Nova Scotia, this project supports mandates to phase out coal from the generation mix and reach 80 per cent renewables by 2030. The third site is scheduled to come online in August 2026. Tampa Electric installed an additional 150 megawatts of solar generation, bringing their total to 1,505 megawatts. These solar investments continue to reduce exposure to volatile fuel costs and deliver real savings for customers. The Maritime Link remained a critical energy system in Atlantic Canada, delivering two-way underwater energy transmission between Nova Scotia and Newfoundland and Labrador. Continuing excellent operational performance in 2025, it provided 100 per cent monopole availability, delivering 2 TWh of clean hydroelectricity to Nova Scotia, and serving approximately 19 per cent of Nova Scotia Power’s energy requirements for the year. We also achieved several strategic milestones and made important progress that strengthened Emera’s position this year. We took essential steps toward the sale of New Mexico Gas Company—filing a joint application with proposed purchaser Bernhard Capital Partners and proceeding through the November 14 hearing with the Public Regulation Commission. Closing is anticipated in the first half of 2026. In 2025, Tampa Electric opened its new headquarters and its 24/7 Bearss Operations Centre—strengthening reliability and accelerating storm response. EMERA 2025 ANNUAL REPORT 5
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information In Florida, Peoples Gas achieved a constructive rate case outcome following collaborative engagement with stakeholders that supports continued investment and regulatory stability for customers. In Nova Scotia, Nova Scotia Power filed a consensus 2026-2027 General Rate Application (GRA), a uniquely customer-focused open-book approach of engaging with customer representatives before a regulatory filing to collectively discuss and agree upon the balance of the pace of critical reliability investments with rate impacts. Following a fulsome hearing process, a decision from the Nova Scotia Energy Board is pending. Last but certainly not least, Emera began trading on the New York Stock Exchange on May 28, 2025, becoming the first Nova Scotia-headquartered company to list on NYSE. This listing broadens our access to U.S. capital and marks a milestone in Emera’s journey. Safety and Security Safety remains our highest priority and the standard we hold ourselves to every day. In 2025, we continued to strengthen safety practices across our operating companies—assessing performance, identifying root causes, and implementing corrective actions with precision. Our total recordable injury rate and lost time injury frequency rate decreased by 17 per cent and two per cent respectively. While these results are positive and reflect significant effort across the organization to ensure everyone goes home safely every day, a workplace fatality at Tampa Electric in 2025 reinforces that we have more work to do. Our focus and efforts in this most critical aspect of our work needs to be relentless, as we work to achieve our goal of truly world class safety culture and performance. Our responsibility to protect people also includes safeguarding the systems and information that support safe, reliable operations across our business. Cyber threats are becoming increasingly prevalent and sophisticated, targeting businesses of all types, including critical infrastructure. Unfortunately, in 2025, Nova Scotia Power experienced a cyber incident. The incident was managed through established response protocols in conjunction with relevant authorities, and the teams have worked tirelessly to restore the impacted systems. This incident has sharpened our focus on cybersecurity, informing ongoing improvements across the enterprise. Emera’s 19th consecutive year of dividend growth in 2025 reflects the strength of our strategy and enduring commitment to responsible, long-term value creation. 6 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Financial Results Emera made company history this year by reporting annual adjusted net income (1) in excess of $1 billion and adjusted EPS (1) of $3.49—a 19 per cent increase over 2024. This was supported by strong performance at Tampa Electric, along with Emera Energy where favourable market conditions in the first and fourth quarters drove exceptional performance. We extended our $20 billion capital plan through 2030 and advanced our largest annual capital program to date—roughly $3.6 billion—focused on reinforcing reliability and resilience, advancing transmission upgrades, and integrating more renewables. We paced this investment to balance system needs with affordability impacts for customers—prioritizing reliability-driven projects, sequencing work to avoid cost spikes, and leveraging scale to lower long-term system costs. This year, we also extended our adjusted EPS growth target of 5–7 per cent through 2030 (2), in line with our 7–8 per cent rate (2) outlook over the same period. This reflects our confidence in the strength of our business, the resilience of our regulated portfolio, and sustained drivers of rate base growth. We continued to make progress on strengthening our balance sheet, with S&P and Fitch returning our investment grade credit ratings to stable in 2025. The Board also marked our 19th consecutive year of dividend growth, underscoring the strength of our business model and confidence in Emera’s long-term earnings profile. Strong execution also translated into strong shareholder returns. Emera’s total shareholder return (TSR) was among the best in the industry at 31.9 per cent in 2025. Since March 29, 2018 (3) through December 31st 2025, Emera has delivered an average annual 12.1 per cent TSR—outperforming the S&P/TSX Capped Utilities Index (10.1 per cent) and the S&P US Utilities Index (11.2 per cent)—demonstrating our ability to deliver consistent shareholder value through multiple market cycles. (1) Adjusted net income and adjusted EPS are a non-GAAP measure and non-GAAP ratio, respectively, which do not have standardized meaning under USGAAP. For more information and a reconciliation to the nearest GAAP measure, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2025 MD&A. (2) Uses 2024 as a base year. (3) Date Scott Balfour became CEO. Emera’s NYSE listing—a first for a Nova Scotia headquartered company—expands our access to global capital and marks a milestone in Emera’s journey. EMERA 2025 ANNUAL REPORT 7
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Board Governance The Board’s disciplined oversight helped keep Emera focused on creating and delivering long-term value, balance sheet strength, and responsible growth as we advanced major investments. In a year marked by record performance and meaningful investment in reliability and clean energy, the Board remained actively engaged on strategy, enterprise risk, and capital allocation. We welcomed Isabelle Courville to the Board in September 2025, who brings extensive director experience in both public and private sectors, along with a strong executive leadership track record. We would like to recognize that Brian Porter will not be standing for re-election at the 2026 AGM and would like to thank him for his service and contributions. We are also grateful for the service and dedication provided by Jackie Sheppard, who completed her transition from the Board in January 2026 after more than a decade of leadership. Cybersecurity and digital resilience continued to be areas of focus for the Board this year. These types of threats—like the one at Nova Scotia Power—are becoming increasingly complex and challenging for organizations everywhere. Emera’s Board continues to oversee cybersecurity practices across all operating companies, and this event reinforces the importance of vigilance in this matter. As Emera implements broader digital transformation efforts, including rapidly evolving areas such as AI governance and cybersecurity risk, the Board remains committed to thorough oversight to help guide these efforts and support system reliability, operational efficiency, and long-term resilience. Thank You The progress we achieved this year reflects the hard work, expertise, and discipline of teams across our business. Together, we delivered record financial results, advanced major investments in reliability and clean energy, strengthened our balance sheet, and maintained a sharp focus on providing value for customers. With a strong foundation, a disciplined capital plan, and a premium portfolio of regulated utilities in high-quality jurisdictions, Emera is well-positioned for the opportunities ahead. We continue through 2026 with enduring momentum, a clear strategy, and confidence in our ability to continue delivering for our customers and our shareholders. To the Board of Directors and the entire team at Emera, thank you for your dedication and focus throughout the year. Your commitment to serving customers and supporting shareholder value has been instrumental in achieving a landmark year, and we look forward to building on this momentum in the coming months. To our valued shareholders, thank you for your continued confidence in Emera. Karen Sheriff Chair, Board of Directors, Emera Inc. Scott Balfour President and Chief Executive Officer, Emera Inc. 8 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Financial Review 10 Management’s Discussion & Analysis 11 Forward-Looking Information 11 Introduction and Strategic Overview 12 Non-GAAP Financial Measures and Ratios 14 Consolidated Financial Review 14 Significant Items Affecting Earnings 15 Consolidated Financial Highlights 17 Consolidated Income Statement Highlights 19 Business Overview and Outlook 19 Florida Electric Utility 20 Canadian Electric Utilities 21 Gas Utilities and Infrastructure 22 Other Electric Utilities 23 Other 24 Consolidated Balance Sheet Highlights 25 Other Developments 26 Financial Highlights 26 Florida Electric Utility 28 Canadian Electric Utilities 30 Gas Utilities and Infrastructure 33 Other Electric Utilities 34 Other 36 Liquidity and Capital Resources 37 Consolidated Cash Flow Highlights 38 Working Capital 38 Contractual Obligations 39 Forecasted Consolidated Capital Investments 39 Debt Management 41 Credit Ratings 41 Guaranteed Debt 42 Outstanding Stock Data 43 Pension Funding 43 Off-Balance Sheet Arrangements 44 Dividend Payout Ratio 45 Transactions with Related Parties 45 Enterprise Risk and Risk Management 54 Risk Management Including Financial Instruments 55 Disclosure and Internal Controls 56 Critical Accounting Estimates 60 Changes in Accounting Policies and Practices 60 Future Accounting Pronouncements 61 Summary of Quarterly Results 62 Consolidated Financial Statements 63 Management Report 64 Report of Independent Registered Public Accounting Firm 67 Consolidated Financial Statements 73 Notes to the Consolidated Financial Statements 134 Emera Leadership and Board 135 Shareholder Information EMERA 2025 ANNUAL REPORT 9
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Management’s Discussion & Analysis As at February 23, 2026 Management’s Discussion & Analysis (“MD&A”) provides a review of the results of operations of Emera Incorporated and its consolidated subsidiaries and investments (collectively referred to as “Emera” or the “Company”) during the fourth quarter of, and for the full year of, 2025 relative to the same periods in 2024 and selected financial information for 2023; and its financial position as at December 31, 2025 relative to December 31, 2024. The Company’s activities are carried out through five reportable segments: Florida Electric Utility, Canadian Electric Utilities, Gas Utilities and Infrastructure, Other Electric Utilities, and Other. This MD&A should be read in conjunction with the Emera annual audited consolidated financial statements and supporting notes as at and for the year ended December 31, 2025. Emera follows United States Generally Accepted Accounting Principles (“USGAAP” or “GAAP”). Additional information related to Emera, including the Company’s Annual Information Form, can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The accounting policies used by Emera’s rate-regulated entities may differ from those used by Emera’s non-rate-regulated businesses with respect to the timing of recognition of certain assets, liabilities, revenues and expenses. At December 31, 2025, Emera’s rate-regulated subsidiaries and investments include: Rate-Regulated Subsidiary or Equity Investment Accounting Policies Approved/Examined By Subsidiary Tampa Electric Company (“TEC”) Florida Public Service Commission (“FPSC”) and the Federal Energy Regulatory Commission (“FERC”) Nova Scotia Power Inc. (“NSPI”) Nova Scotia Energy Board (“NSEB”), formerly Nova Scotia Utility and Review Board Peoples Gas System, Inc. (“PGS”) FPSC New Mexico Gas Company, Inc. (“NMGC”) New Mexico Public Regulation Commission (“NMPRC”) SeaCoast Gas Transmission, LLC (“SeaCoast”) FPSC Emera Brunswick Pipeline Company Limited (“Brunswick Pipeline”) Canadian Energy Regulator (“CER”) Barbados Light & Power Company Limited (“BLPC”) Fair Trading Commission, Barbados (“FTC”) Grand Bahama Power Company Limited (“GBPC”) The Grand Bahama Port Authority (“GBPA”) Equity Investments NSP Maritime Link Inc. (“NSPML”) NSEB Maritimes & Northeast Pipeline Limited Partnership and CER and FERC Maritimes & Northeast Pipeline, LLC (“M&NP”) St. Lucia Electricity Services Limited (“Lucelec”) National Utility Regulatory Commission Wasoqonatl Transmission Incorporated (“WTI”) NSEB All amounts are in Canadian dollars (“CAD”), except for the Florida Electric Utility, Gas Utilities and Infrastructure, and Other Electric Utilities sections of the MD&A, which are reported in United States dollars (“USD”) unless otherwise stated. 10 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Forward-Looking Information This MD&A contains “forward-looking information” and “forward-looking statements” (collectively, “FLI”) within the meaning of applicable Canadian and US securities laws, including the United States Private Securities Litigation Reform Act of 1995, which reflect the current view with respect to the Company’s expectations regarding future growth, results of operations, performance, earnings, capital investment, sales volumes, recovery of costs, timing of regulatory decisions, the expected timing and outcome of the pending sale of NMGC, the expected impact of Cybersecurity Incident (as defined herein) on the Company’s financial position and results of operations, information technology (“IT”) systems restoration, insurance recoveries, and business continuity processes as well as other matters relating to the Cybersecurity Incident, business prospects and opportunities, and may not be appropriate for other purposes. All such information and statements are made pursuant to safe harbour provisions contained in applicable securities legislation. The words “anticipates”, “believes”, “budget”, “could”, “estimates”, “expects”, “forecast”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”, “targets”, “will”, “would” and similar expressions are often intended to identify FLI, although not all FLI contains these identifying words. The FLI reflects management’s current beliefs and is based on information currently available to Emera’s management and should not be read as guarantees of future events, performance or results, and will not necessarily be accurate indications of whether, or the time at which, such events, performance or results will be achieved. FLI is based on reasonable assumptions and is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the FLI. Factors that could cause results or events to differ from current expectations include, without limitation: regulatory and political risk; change in law risk; system operating and maintenance risks; changes in economic conditions; commodity price and availability risk; liquidity and capital markets risk; changes in credit ratings; future dividend growth, rate base growth, and adjusted earnings per common share (“EPS”) growth; timing and costs associated with certain capital investments; expected impacts on Emera of challenges in the global economy; potential impacts of trade disputes and tariffs; estimated energy consumption rates; maintenance of adequate insurance coverage and receipt of proceeds; changes in customer energy usage patterns; developments in technology that could impact demand for electricity; climate risk; weather risk, including higher frequency and severity of weather events; risk of wildfires; unanticipated maintenance and other expenditures; derivative financial instruments and hedging; interest rate risk; inflation risk; counterparty risk; disruption of fuel supply; supply chain risk; environmental risks; foreign exchange (“FX”); regulatory and government decisions, including changes to environmental legislation, financial reporting and tax legislation; risks associated with pension plan performance and funding requirements; loss of service area; risks and costs associated with failure of IT infrastructure and cybersecurity incidents including IT systems restoration and business continuity processes; uncertainties associated with infectious diseases, pandemics and similar public health threats; risks associated with health and safety; market energy sales prices; labour relations; and availability of labour and management resources. Readers are cautioned not to place undue reliance on FLI, as actual results could differ materially from the plans, expectations, estimates or intentions and statements expressed in the FLI. All FLI in this MD&A is qualified in its entirety by the above cautionary statements and, except as required by law, Emera undertakes no obligation to revise or update any FLI as a result of new information, future events or otherwise. Introduction and Strategic Overview Emera (TSX/NYSE: EMA) is a North American provider of energy services, owning and operating a portfolio of cost-of-service, rate-regulated electric and gas utilities. Its largest operations are in Florida, with additional operations in Atlantic Canada, New Mexico, and the Caribbean. Emera is headquartered in Halifax, Nova Scotia, Canada. Emera’s business strategy is centred on continued investment in its regulated utilities, combined with a focus on operational excellence and efficiency, to safely and reliably deliver energy to its 2.7 million customers. Effective execution of these priorities supports predictable and growing earnings, cash flow, and dividends for shareholders. Earnings opportunities in regulated utilities are a function of the magnitude of net investment in the utility (known as “rate base”), the amount of equity in the capital structure, and the targeted return on that equity (“ROE”), all as established and approved through regulation. Earnings are also affected by sales volumes and operating expenses. In 2025, Emera’s regulated cost-of-service utilities in Florida accounted for 67 per cent of average consolidated rate base, with Atlantic Canada comprising 25 per cent, and the Caribbean and New Mexico at four per cent each. Emera’s capital investment plan is forecasted to be approximately $20 billion from 2026 through 2030 and is focused on delivering value for customers through prudent investments in reliability and system resiliency, infrastructure modernization, expansion to address customer growth, integration of renewables, and technological innovations to deliver better customer experiences. It is anticipated that approximately 80 per cent of this capital investment will be made in Emera’s Florida utilities, necessitated by customer growth and system requirements at both TEC and PGS. EMERA 2025 ANNUAL REPORT 11
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information As at millions of dollars 2026 2027 2028 2029 2030 Total Capital investment plan* $ 4,020 $ 3,730 $ 4,140 $ 4,180 $ 4,330 $ 20,400 Average consolidated rate base US operations $ 23,180 $ 25,100 $ 27,140 $ 29,300 $ 31,480 Canadian operations 7,340 7,660 7,990 8,320 8,580 Total $ 30,520 $ 32,760 $ 35,130 $ 37,620 $ 40,060 *Capital investment plan and average consolidated rate base exclude NMGC. For more information on the pending sale of NMGC, refer to “Other Developments” section. Emera’s capital investment plan will be funded primarily through internally generated cash flows, debt raised at the operating company level consistent with regulated capital structures, equity issuances, and proceeds from the anticipated close of the NMGC transaction. Generally, Emera’s equity requirements are expected to be funded through the issuance of hybrid securities, and the issuance of common equity through Emera’s dividend reinvestment plan (“DRIP”) and its at-the-market program (“ATM program”). Maintaining investment-grade credit ratings is a core strategic priority of the Company. Emera has increased dividends per common share paid for 19 consecutive years and has provided annual dividend growth guidance of one to two per cent. Emera anticipates average adjusted EPS growth of five to seven per cent through 2030, using 2024 as the base year, which will support continued reduction in the ratio of dividend payout to adjusted net income over time. For further information on the non-GAAP ratios “Adjusted EPS” and “Dividend Payout Ratio of Adjusted Net Income”, refer to the “Non-GAAP Financial Measures and Ratios” section. Non-GAAP Financial Measures and Ratios Emera uses financial measures and ratios that do not have standardized meaning under USGAAP and are calculated by adjusting certain GAAP measures for specific items. They may not be comparable to similar measures presented by other entities. These measures and ratios are discussed and reconciled below. Adjusted Net Income, Adjusted EPS – Basic, and Dividend Payout Ratio of Adjusted Net Income Emera calculates an adjusted net income attributable to common shareholders (“adjusted net income”) measure by excluding items below from net income attributable to common shareholders. Management believes excluding these items better distinguish ongoing operations of the business and allow investors to better understand and evaluate the business. Emera calculates adjusted net income for the Florida Electric Utility, Gas Utilities and Infrastructure, Other Electric Utilities, and Other segments. Reconciliation to the nearest GAAP measure is included in each segment. For more information refer to the Financial Highlights section for each of Florida Electric Utility, Gas Utilities and Infrastructure, Other Electric Utilities, and Other. Adjusted EPS – basic and dividend payout ratio of adjusted net income are non-GAAP ratios that are calculated using adjusted net income, as described above. For further details on dividend payout ratio of adjusted net income, refer to the “Dividend Payout Ratio” section. Adjusting Items Impacting All Periods Mark-to-market (“MTM”) Adjustments: Management believes excluding from net income the effect of MTM valuations and changes thereto, until settlement, better aligns the intent and financial effect of these contracts with the underlying cash flows, and therefore excludes MTM adjustments for evaluation of performance and incentive compensation. The MTM adjustments are related to the following: held-for-trading (“HFT”) commodity derivative instruments, including adjustments related to the price differential between the point where natural gas is sourced and where it is delivered, and the related amortization of transportation capacity recognized as a result of certain Emera Energy marketing and trading transactions; the business activities of Bear Swamp Power Company LLC (“Bear Swamp”) included in Emera’s equity income; equity securities held in BLPC and Emera Energy; and FX hedges entered into to hedge USD denominated operating unit earnings exposure. 12 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Adjusting Items Impacting 2025 and 2024 Charges Related to the Pending Sale of NMGC: On August 5, 2024, Emera entered into an agreement to sell NMGC. In Q2 2025, the Company recognized a $71 million non-cash impairment charge, after-tax, and an additional loss of $1 million in estimated transaction costs, after-tax, related to the pending sale. In Q3 2024, the Company recognized $206 million in non-cash goodwill and other impairment charges, after-tax, and an additional loss of $19 million in estimated transaction costs, after-tax, related to the pending sale. For further details, refer to the “Significant Items Affecting Earnings” and “Other Developments” sections. Adjusting Items Impacting 2024 Gain on Sale of Emera’s Indirect Minority Interest in the Labrador Island Link (“Gain on sale of LIL”): In Q2 2024, Emera recognized a $107 million gain, after tax and transaction costs, on the sale of LIL. In Q4 2024, Emera recognized a $22 million tax benefit related to the reversal of a prior year valuation allowance. A portion of the taxable capital gain on sale of LIL was offset by prior year loss carryforwards, of which the tax benefit was subject to a valuation allowance as at December 31, 2023. For further details refer to the “Significant Items Affecting Earnings” section. Financing Structure Wind-Up: In Q4 2024, Emera recognized a $58 million tax benefit related to denied interest and financing expenses and the wind-up of a specific financing structure. For further details, refer to the “Significant Items Affecting Earnings” section. Charges Related to Wind-Down Costs and Certain Asset Impairments: In Q4 2024, the Company recognized $26 million, after-tax, in wind-down costs and certain asset impairments, primarily at Block Energy LLC (“Block Energy”). For further details, refer to the “Significant Items Affecting Earnings” section. Reconciliation of Net Income Attributable to Common Shareholders to Adjusted Net Income Three months ended Year ended For the December 31 December 31 millions of dollars (except per share amounts) 2025 2024 2025 2024 2023 Net income attributable to common shareholders $ 68 $ 154 $ 1,014 $ 494 $ 978 MTM (loss) gain, after-tax (1) (99) (146) 41 (291) 169 Charges related to the pending sale of NMGC, after-tax (2)(3) — — (72) (225) —Gain on sale of LIL, after-tax (4) — 22 — 129 —Financing structure wind-up — 58 — 58 —Charges related to wind-down costs and certain asset — (26) — (26) —impairments, after-tax (5) Adjusted net income $ 167 $ 246 $ 1,045 $ 849 $ 809 EPS – basic $ 0.23 $ 0.52 $ 3.39 $ 1.71 $ 3.57 Adjusted EPS – basic $ 0.55 $ 0.84 $ 3.49 $ 2.94 $ 2.96 (1) Net of income tax recovery of $39 million for the three months ended December 31, 2025 (2024 – $57 million recovery) and $17 million expense for the year ended December 31, 2025 (2024 – $117 million recovery) (2023 – $68 million expense). (2) Represents (i) $71 million non-cash impairment charge, after-tax and $1 million in transaction costs, after-tax for the year ended December 31, 2025 and (ii) $206 million in non-cash goodwill and other impairment charges, after-tax and $19 million in transaction costs, after-tax for the year ended December 31, 2024. (3) Net of income tax recovery of $5 million for the year ended December 31, 2025 (2024 – $21 million). (4) Includes an income tax recovery of $22 million for the three months ended December 31, 2024 and net of income tax expense of $53 million for the year ended December 31, 2024. (5) Net of income tax recovery of $6 million for the three months and year ended December 31, 2024. EBITDA and Adjusted EBITDA Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA are non-GAAP financial measures used by Emera. These financial measures are used by numerous investors and lenders to better understand cash flows and credit quality. EBITDA is useful to assess Emera’s operating performance and indicates the Company’s ability to service or incur debt, invest in capital, and finance working capital requirements. Adjusted EBITDA represents EBITDA absent the income effect of MTM adjustments, charges related to the pending sale of NMGC, the 2024 gain on sale of LIL, and the 2024 charges related to wind-down costs and certain asset impairments. EMERA 2025 ANNUAL REPORT 13
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Reconciliation of Net Income to EBITDA and Adjusted EBITDA Three months ended Year ended For the December 31 December 31 millions of dollars 2025 2024 2025 2024 2023 Net income (1) $ 87 $ 173 $ 1,090 $ 568 $ 1,045 Interest expense, net 268 248 1,032 973 925 Income tax (recovery) expense (35) (199) 81 (159) 128 Depreciation and amortization 335 296 1,294 1,162 1,049 EBITDA $ 655 $ 518 $ 3,497 $ 2,544 $ 3,147 MTM (loss) gain, excluding income tax (138) (203) 58 (408) 237 Charges related to the pending sale of NMGC, — — (77) (246) — excluding income tax Gain on sale of LIL, excluding income tax — — — 182 — Charges related to wind-down costs and certain asset — (32) — (32) — impairments, excluding income tax Adjusted EBITDA $ 793 $ 753 $ 3,516 $ 3,048 $ 2,910 (1) Net income is before Non-controlling interest in subsidiaries and Preferred stock dividends. Consolidated Financial Review Significant Items Affecting Earnings The items detailed below have had a significant impact on net income attributable to common shareholders but have been excluded from adjusted net income as described in the section entitled “Non-GAAP Financial Measures and Ratios”. Earnings Impact of MTM (Loss) Gain, After-Tax For Q4 2025, MTM loss, after-tax, decreased $47 million to $99 million compared to $146 million in Q4 2024, primarily due to a gain on Corporate FX hedges compared to a loss in the prior year. For the year ended 2025, the 2024 MTM loss, after-tax, of $291 million decreased $332 million to a $41 million MTM gain, after-tax, primarily due to changes in existing positions and lower amortization of gas transportation assets at Emera Energy Services (“EES”) and a gain on Corporate FX hedges compared to a loss in the prior year. Charges Related to the Pending Sale of NMGC 2025: In Q2 2025, Emera recognized a non-cash impairment charge of $75 million ($71 million after-tax, or $0.24 per common share) related to the remeasurement of the NMGC disposal group to fair value (“FV”) less costs to sell. This was recorded in “Impairment charges” on the Consolidated Statements of Income and included in the Other Segment. 2024: In Q3 2024, Emera recognized non-cash goodwill and other impairment charges of $221 million ($206 million after-tax, or $0.72 per common share) related to the NMGC reporting unit. These charges were recorded in “Impairment charges” on the Consolidated Statements of Income and included in the Other and Gas Utilities and Infrastructure segments. Additionally, in Q3 2024, Emera recorded a loss of $24 million ($19 million after-tax, or $0.06 per common share) in estimated transaction costs related to the pending sale. These transaction costs were included in “Other income, net” on the Consolidated Statements of Income and included in the Other segment. For further details on the pending sale of NMGC, refer to the “Other Developments” section. For further details on the non-cash impairment and goodwill charges, refer to note 4 in the consolidated financial statements. 14 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Gain on Sale of LIL On June 4, 2024, Emera completed the sale of its LIL equity interest. A gain on sale of $182 million after transaction costs ($107 million, after tax and transaction costs, or $0.37 per common share), was recognized in “Other Income, net” on the Consolidated Statements of Income in Q2 2024 and included in the Other segment. In Q4 2024, Emera recognized a $22 million ($0.08 per common share) tax benefit related to the reversal of a prior year valuation allowance. A portion of the taxable capital gain on the sale of the LIL equity interest was offset by prior year loss carryforwards, of which the tax benefit had been subject to a valuation allowance as at December 31, 2023. This tax benefit was recorded in “Income tax expense (recovery)” on the Consolidated Statements of Income in Q4 2024 and included in the Other segment. For further details on the transaction, refer to note 4 in the consolidated financial statements. Financing Structure Wind-Up During 2024, the Company incurred $185 million of interest and financing expenses in connection with a specific financing structure. The current and future interest and financing expenses were expected to be denied under the Excessive Interest and Financing Expenses Limitation (“EIFEL”) legislation and, as a result, the financing structure was wound up. It was determined that Emera was more likely than not to realize the benefit of the current denied interest and financing expenses in future periods and therefore, a $54 million deferred income tax asset and related income tax benefit ($0.19 per common share) was recorded during Q4 2024. In addition, Emera recognized a $4 million income tax benefit ($0.01 per common share) related to the reversal of a deferred income tax liability on the wind-up of the financing structure. The total tax benefit of $58 million was recorded in “Income tax expense (recovery)” on the Consolidated Statements of Income and included in the Other segment during 2024. Charges Related to Wind-Down Costs and Certain Asset Impairments In Q4 2024, Emera recognized $32 million ($26 million after-tax, or $0.09 per common share) in wind-down costs and certain asset impairments, primarily at Block Energy. These were recorded in “Other income, net” and “Impairment charges” on the Consolidated Statements of Income and included mainly in the Other segment. Consolidated Financial Highlights For the Three months ended Year ended millions of dollars December 31 December 31 Adjusted net income 2025 2024 2025 2024 2023 Florida Electric Utility $ 119 $ 120 $ 845 $ 644 $ 627 Canadian Electric Utilities 31 77 182 232 247 Gas Utilities and Infrastructure 76 87 276 267 214 Other Electric Utilities 15 21 43 48 35 Other (74) (59) (301) (342) (314) Adjusted net income $ 167 $ 246 $ 1,045 $ 849 $ 809 MTM (loss) gain, after-tax (99) (146) 41 (291) 169 Charges related to the pending sale of NMGC, after-tax — — (72) (225) — Gain on sale of LIL, after-tax — 22 — 129 — Financing structure wind-up — 58 — 58 — Charges related to wind-down costs and — (26) — (26) — certain asset impairments, after-tax Net income attributable to common shareholders $ 68 $ 154 $ 1,014 $ 494 $ 978 EMERA 2025 ANNUAL REPORT 15
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information The following table highlights significant changes in adjusted net income from 2024 to 2025: For the Three months ended Year ended millions of dollars December 31 December 31 Adjusted net income – 2024 $ 246 $ 849 Operating Unit Performance Increased earnings at TEC year-over-year due to higher revenue from new base rates, customer growth, (1) 201 favourable weather, and the impact of a weaker CAD. These were partially offset by higher operating, maintenance and general expenses (“OM&G”), depreciation, interest expense, and income tax expense Increased earnings at EES due to favourable weather conditions that led to higher natural gas prices and 17 50 increased volatility that created profitable opportunities Decreased earnings at NMGC quarter-over-quarter due to higher OM&G. Increased earnings year-over- (12) 10 year due to higher revenue from new base rates, partially offset by higher OM&G and depreciation expense Decreased income from equity investments due to the sale of LIL in Q2 2024 — (28) Decreased earnings at NSPI quarter-over-quarter primarily due to lower income tax recovery due to the (49) (19) utilization of tax loss carryforwards recognized as a deferred income tax regulatory liability in 2024. For both quarter-over-quarter and year-over-year, decreased earnings due to higher OM&G and higher depreciation expense, partially offset by higher revenue due to favourable weather Corporate Increased interest expense due to increased Corporate debt and the impact of a weaker CAD on USD (4) (14) interest expense, partially offset by lower interest rates Decreased income tax recovery due to decreased deferred income tax asset valuation allowance (27) (9) adjustment Other Variances (3) 5 Adjusted net income – 2025 $ 167 $ 1,045 Year ended For the December 31 millions of dollars 2025 2024 2023 Operating cash flow before changes in working capital $ 2,559 $ 2,194 $ 2,336 Change in working capital (757) 452 (95) Operating cash flow $ 1,802 $ 2,646 $ 2,241 Investing cash flow $ (3,482) $ (2,218) $ (2,917) Financing cash flow $ 1,841 $ (818) $ 939 For further discussion of cash flow, refer to the “Consolidated Cash Flow Highlights” section. As at December 31 millions of dollars 2025 2024 2023 Total assets $ 44,817 $ 42,951 $ 39,480 Total long-term debt (including current portion) (1) $ 19,654 $ 18,407 $ 18,365 (1) Excludes NMGC balances classified as held for sale at December 31, 2025 and December 31, 2024. For further details, refer to the “Other Developments” section and note 4 in the consolidated financial statements. 16 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Consolidated Income Statement Highlights For the Three months ended Year ended Year ended millions of dollars December 31 December 31 December 31 (except per share amounts) 2025 2024 Variance 2025 2024 Variance 2023 Operating revenues $ 2,006 $ 1,763 $ 243 $ 8,776 $ 7,200 $ 1,576 $ 7,563 Operating expenses 1,731 1,524 (207) 6,801 6,120 (681) 5,769 Income from operations $ 275 $ 239 $ 36 $ 1,975 $ 1,080 $ 895 $ 1,794 Other income (expense), net $ 30 $ (29) $ 59 $ 165 $ 203 $ (38) $ 158 Income tax (recovery) expense $ (35) $ (199) $ (164) $ 81 $ (159) $ (240) $ 128 Net income attributable to $ 68 $ 154 $ (86) $ 1,014 $ 494 $ 520 $ 978 common shareholders Adjusted net income $ 167 $ 246 $ (79) $ 1,045 $ 849 $ 196 $ 809 Weighted average shares of 301.2 294.1 7.1 299.2 289.1 10.1 273.6 common stock outstanding (in millions) EPS – basic $ 0.23 $ 0.52 $ (0.29) $ 3.39 $ 1.71 $ 1.68 $ 3.57 EPS – diluted $ 0.25 $ 0.52 $ (0.27) $ 3.38 $ 1.71 $ 1.67 $ 3.57 Adjusted EPS – basic $ 0.55 $ 0.84 $ (0.29) $ 3.49 $ 2.94 $ 0.55 $ 2.96 Adjusted EBITDA $ 793 $ 753 $ 40 $ 3,516 $ 3,048 $ 468 $ 2,910 Dividends per common $ 0.7325 $ 0.7250 $ 0.0075 $ 2.9075 $ 2.8775 $ 0.0300 $ 2.7875 share declared Dividends per first preferred shares declared: Series A $ 0.7186 $ 0.5456 $ 0.1730 $ 0.5456 Series B $ 0.9451 $ 1.6966 $ (0.7515) $ 1.5583 Series C $ 1.6085 $ 1.6085 $ — $ 1.2873 Series E $ 1.1250 $ 1.1250 $ — $ 1.1250 Series F $ 1.3406 $ 1.0505 $ 0.2900 $ 1.0505 Series H $ 1.5810 $ 1.5810 $ — $ 1.3140 Series J $ 1.0625 $ 1.0625 $ — $ 1.0625 Series L $ 1.1500 $ 1.1500 $ — $ 1.1500 Trade Disputes and Tariffs The extent of the future impact of trade disputes and tariffs on the Company’s financial results and business operations continues to evolve, cannot be predicted at this time and will depend on future developments. To date, there has been no material financial impact on the Company. For information on risks associated with trade disputes and the imposition of tariffs, refer to the “Enterprise Risk and Risk Management” section. Operating Revenues For Q4 2025, operating revenues increased $243 million compared to Q4 2024 and, excluding decreased MTM losses of $19 million, increased $224 million. The increase was due to higher storm cost recoveries at TEC and NSPI (offset in OM&G); new base rates at TEC; and higher marketing and trading margin at EES. For the year ended December 31, 2025, operating revenues increased $1,576 million compared to 2024 and, excluding increased MTM gains of $369 million, increased $1,207 million. The increase was due to higher storm cost recoveries at TEC and NSPI (offset in OM&G); new base rates at TEC and NMGC; the impact of a weaker CAD; higher fuel cost recoveries at TEC, NSPI and NMGC; higher marketing and trading margin at EES; and favourable weather at NSPI and TEC. EMERA 2025 ANNUAL REPORT 17
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Operating Expenses For Q4 2025, operating expenses increased $207 million compared to Q4 2024. Excluding charges related to wind-down costs and certain asset impairments of $4 million recognized in 2024, operating expenses increased $211 million. For the year ended December 31, 2025, operating expenses increased $681 million compared to 2024. Excluding the change in the charges related to the pending sale of NMGC of $146 million and charges related to wind-down costs and certain asset impairments of $4 million recognized in 2024, operating expenses increased $831 million. These increases were primarily due to higher storm cost recognition of $97 million quarter-over-quarter and $350 million year-over-year at TEC and NSPI (offset in revenue); higher OM&G at NMGC and NSPI; and increased depreciation expense at TEC, PGS and NMGC. The year-over-year increase was also due to higher natural gas prices at TEC, PGS and NMGC; higher regulated fuel for generation and purchase power at NSPI; and the impact of a weaker CAD. Other Income, net For Q4 2025, other income, net increased $59 million compared to Q4 2024, due to decreased FX losses and the 2024 charges related to wind-down costs and certain asset impairments. For the year ended December 31, 2025, other income, net decreased $38 million compared to 2024 due to the gain on sale of LIL in 2024, partially offset by higher FX gains in 2025, the 2024 charges related to wind-down costs and certain asset impairments and the 2024 transaction costs related to the pending sale of NMGC. Income Tax Expense (Recovery) For Q4 2025, income tax recovery decreased $164 million compared to Q4 2024 due to the recognition of tax benefits associated with denied interest and financing expenses in the prior year, decreased deferred income tax asset valuation allowance adjustment and increased income before provision for income taxes. For the year ended December 31, 2025, income tax expense increased $240 million compared to 2024 due to increased income before provision for income taxes (excluding the gain on sale of LIL recognized in 2024 and the charges related to the pending sale of NMGC), recognition of tax benefits associated with denied interest and financing expenses in the prior year, and decreased deferred income tax asset valuation allowance adjustment. These were partially offset by the tax impact on the gain on sale of LIL recognized in 2024 and increased tax credits recognized at NSPI and TEC. Net Income and Adjusted Net Income Net income attributable to common shareholders for Q4 2025, compared to Q4 2024, was favourably impacted by the $47 million decrease in MTM losses, the $26 million charges related to wind-down costs and certain asset impairments in 2024, and unfavourably impacted by the $58 million tax benefit related to a specific financing structure and its wind-up recognized in 2024 and the $22 million valuation allowance reversal related to the gain on sale of LIL recognized in 2024. Excluding these changes, adjusted net income decreased $69 million due to decreased earnings at NSPI and NMGC; and increased Corporate costs. These were partially offset by increased earnings at EES. Net income attributable to common shareholders for the year ended 2025, as compared to the same period in 2024, was favourably impacted by the $332 million decrease in MTM losses, the $153 million change in the charges related to the pending sale of NMGC, and the $26 million in charges related to wind-down costs and certain asset impairments and unfavourably impacted by the $129 million gain on sale of LIL recognized in 2024 and the $58 million tax benefit related to a specific financing structure and its wind-up recognized in 2024. Excluding these changes, adjusted net income increased $206 million. The increase was primarily due to increased earnings at TEC, EES and NMGC. These were partially offset by lower equity earnings from LIL; higher Corporate costs; and lower earnings at NSPI. EPS and Adjusted EPS – Basic For Q4 2025, EPS—basic and adjusted EPS were lower than Q4 2024 due to the impact of lower earnings as discussed above and the impact of an increase in weighted average shares outstanding. For the year ended December 31, 2025, EPS – basic and adjusted EPS were higher than 2024 due to the impact of higher earnings as discussed above, partially offset by the impact of an increase in weighted average shares outstanding. Effect of Foreign Currency Translation Emera operates in the United States (“US”), Canada and various Caribbean countries and, as such, generates revenues and incurs expenses denominated in local currencies which are translated into CAD for financial reporting. Changes in translation rates, particularly the value of the USD against the CAD, can positively or adversely affect results. 18 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Results of foreign operations are translated at the weighted average rate of exchange, and assets and liabilities of foreign operations are translated at period end rates. The relevant CAD/USD exchange rates on net income attributable to common shareholders for 2025 and 2024 are as follows: Three months ended Year ended December 31 December 31 2025 2024 2025 2024 Weighted average CAD/USD $ 1.36 $ 1.37 $ 1.41 $ 1.36 Period end CAD/USD exchange rate $ 1.37 $ 1.44 $ 1.37 $ 1.44 The table below includes Emera’s significant segments whose contributions to adjusted net income are recorded in USD currency: Three months ended Year ended For the December 31 December 31 millions of USD 2025 2024 2025 2024 Florida Electric Utility $ 85 $ 85 $ 607 $ 470 Gas Utilities and Infrastructure (1)(2) 50 56 179 178 Other Electric Utilities 11 15 31 35 Other segment (3) (26) (33) (123) (131) Total (2)(4) $ 120 $ 123 $ 694 $ 552 (1) Includes USD net income from PGS, NMGC, SeaCoast and M&NP. (2) Excludes $6 million USD, after-tax, in other impairment charges associated with the pending sale of NMGC for the year ended December 31, 2024. (3) Includes Emera Energy’s USD adjusted net income from EES, Bear Swamp and interest expense on Emera Inc.’s USD denominated debt. (4) Excludes $73 million USD in MTM losses, after-tax, for the three months ended December 31, 2025 (2024 – $84 million USD MTM losses, after-tax) and $5 million in USD MTM gain, after-tax, for the year ended December 31, 2025 (2024 – $189 million USD MTM losses, after-tax). In Q4 2025, the translation impact of a stronger CAD on USD denominated earnings decreased adjusted net income by $3 million and decreased net income attributable to common shareholders by $3 million, compared to the same period in 2024. For the year ended December 31, 2025, the impact of a weaker CAD on US denominated earnings increased adjusted net income by $13 million and increased net income attributable to common shareholders by $49 million, compared to 2024. Impacts of the changes in the translation of the CAD include the impacts of Corporate FX hedges used to mitigate translation risk of USD earnings in the Other segment. Business Overview and Outlook Florida Electric Utility The Florida Electric Utility segment consists of TEC, a vertically integrated regulated electric utility engaged in the generation, transmission and distribution of electricity, serving customers in West Central Florida. With $14.5 billion USD of assets and approximately 866,000 customers at December 31, 2025, TEC owns 6,771 megawatts (“MW”) of generating capacity, of which 78 per cent is natural gas fired, 21 per cent is solar and 1 per cent is energy storage. TEC owns approximately 2,200 kilometres of transmission facilities and 21,100 kilometres of distribution facilities. TEC meets the planning criteria for reserve capacity established by the FPSC, which is a 20 per cent reserve margin over firm peak demand. TEC’s approved regulated ROE range is 9.50 per cent to 11.50 per cent based on an allowed equity capital structure of 54 per cent. An ROE of 10.50 per cent is used for the calculation of the return on investments for clauses. TEC anticipates earning within its allowed ROE range in 2026. USD earnings are expected to be higher in 2026 than 2025 as a result of new base rates effective January 1, 2026, and continued customer growth. On September 4, 2025, TEC petitioned the FPSC to increase base revenue by $88 million USD to reflect the 2026 adjustment in accordance with its 2024 rate case decision. On November 4, 2025, the FPSC approved the adjustment, with new rates effective January 1, 2026. EMERA 2025 ANNUAL REPORT 19
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information On February 3, 2025, the FPSC issued the final order approving the 2024 rate case decision, effective January 1, 2025. For additional details on the 2024 rate case, refer to note 7 in Emera’s consolidated financial statements. In February 2025, a motion for reconsideration on certain aspects of the final order was filed by an intervening party with the FPSC. On May 6, 2025, the FPSC denied the motion for reconsideration, except with respect to immaterial calculation corrections, and the final order was issued on June 11, 2025. In March 2025, two intervening parties each filed a notice of appeal to the Florida Supreme Court regarding the outcome of TEC’s 2024 base rate proceeding. On January 12, 2026, the intervening parties filed their briefs related to the appeal. To date, the FPSC has not responded to the briefs. On February 4, 2025, the FPSC approved TEC’s petition for the recovery of $466 million USD of costs associated with Hurricane Idalia, Hurricane Debby, Hurricane Helene and Hurricane Milton, and the associated interest to replenish the storm reserve over an 18-month recovery period, which began in March 2025. The amount of cost-recovery is subject to a true-up mechanism with the FPSC. For additional details on the storm reserve, refer to note 7 in Emera’s consolidated financial statements. In 2026, capital investment in the Florida Electric Utility segment is expected to be $1.8 billion USD (2025 – $1.6 billion USD), including allowance for funds used during construction (“AFUDC”). Capital projects include investment in generation reliability projects and storm hardening, grid modernization, and transmission expansion. Canadian Electric Utilities The Canadian Electric Utilities segment includes NSPI and NSPML. NSPI is a vertically integrated regulated electric utility engaged in the generation, transmission and distribution of electricity and the primary electricity supplier to customers in Nova Scotia. NSPML is a 100 per cent equity interest in the Maritime Link Project (“Maritime Link”), a transmission project between the island of Newfoundland and Nova Scotia. NSPI With $8.1 billion of assets and approximately 565,000 customers at December 31, 2025, NSPI owns 2,422 MW of generating capacity, of which 44 per cent is coal and/or oil-fired; 28 per cent is natural gas and/or oil; 19 per cent is hydro, wind, or solar; seven per cent is petroleum coke (“petcoke”) and 2 per cent is biomass-fueled generation. In 2025, NSPI began operations of two 50 MW grid-scale battery facilities to enhance reliability. In addition, NSPI has contracts to purchase renewable energy from independent power producers (“IPPs”) and community feed-in tariff (“COMFIT”) participants, which own 573 MW of capacity. NSPI also has rights to 153 MW of Maritime Link capacity, representing Newfoundland and Labrador Hydro’s (“NLH”) Nova Scotia Block (“NS Block”) delivery obligations, as discussed below. NSPI owns approximately 5,400 kilometres of transmission facilities and 28,700 kilometres of distribution facilities. NLH is obligated to provide NSPI with approximately 900 Gigawatt hours (“GWh”) of energy annually over 35 years. In addition, until March 31, 2026, NLH is obligated to provide approximately 240 GWh of additional energy from the Supplemental Energy Block transmitted through the Maritime Link. NSPI has the option of purchasing additional market-priced energy from NLH through the Energy Access Agreement. The Energy Access Agreement enables NSPI to access a market-priced bid from NLH for up to 1.8 Terawatt hours (“TWh”) of energy in any given year and, on average, 1.2 TWh of energy per year through August 31, 2041. NSPI’s approved regulated ROE range is 8.75 per cent to 9.25 per cent, based on an actual five-quarter average regulated common equity component of up to 40 per cent of approved rate base. Assuming new base rates are approved by the NSEB in the general rate application (“GRA”) and are generally consistent with the settlement agreement, NSPI anticipates earning at the low end of its allowed ROE in 2026 and expects earnings in 2026 to be higher than 2025. Sales volumes are expected to be higher in 2026 than 2025. On September 18, 2025, NSPI filed a consensus GRA with the NSEB, reflecting a settlement agreement reached with customer representatives. The GRA proposes average annual rate increases of 1.8 per cent in 2026 and 2.4 per cent in 2027. The proposed rates would result in annual revenue (fuel and non-fuel) increases of $62 million in 2026 and $108 million in 2027. The hearing for the matter concluded in January 2026 and a decision by the NSEB is expected by early Q2 2026. On March 5, 2025, NSPI, the Canada Infrastructure Bank (“CIB”) and the Wskijinu’k Mtmo’taqnuow Agency (“WMA”) announced the Wasoqonatl transmission line project to create a reliability intertie between Nova Scotia and New Brunswick. The project is owned by a new regulated utility, WTI, which is wholly-owned by a newly formed limited partnership between NSPI, CIB and WMA. NSPI is responsible for providing construction, operation, maintenance and administrative services to WTI. NSPI has a 50 per cent indirect voting interest in WTI which is recorded as an “Investments subject to significant influence” on Emera’s Consolidated Balance Sheets. 20 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information In 2026, capital investment is expected to be $720 million (2025 – $712 million), including AFUDC. NSPI is primarily investing in capital projects required to support power system reliability and reliable service for customers. Environmental Legislation and Regulations NSPI is subject to environmental laws and regulations set by both the Government of Canada and the Province of Nova Scotia (the “Province”). NSPI continues to work with both levels of government to comply with these laws and regulations to maximize efficiency of emission control measures and minimize customer cost. NSPI anticipates that costs prudently incurred to achieve legislated compliance will be recoverable under NSPI’s regulatory framework. NSPI faces risks associated with achieving climate-related and environmental legislative requirements, including the risk of non-compliance, which could adversely affect NSPI’s operations and financial performance. For further discussion on these risks and environmental legislation and regulations, refer to the “Enterprise Risk and Risk Management” section. Recent developments related to provincial and federal environmental laws and regulations are outlined below. Nova Scotia Energy Reform Act: On October 15, 2025, the Nova Scotia Independent Energy System Operator (“IESO Nova Scotia”) announced that the organization will be phased in over two phases during an 18-month period. On December 1, 2025, the first phase was complete following the transfer of system planning and interconnection functions. The second phase is expected to be complete in 2027 as IESO Nova Scotia assumes responsibility for system operations. The establishment of IESO Nova Scotia follows Bill 404—Energy Reform (2024) Act enacted in April 2024, which established the NSEB, and phased transition to IESO Nova Scotia. Renewable Energy Regulations (“RER”): On May 26, 2023, NSPI initiated an appeal, through a proceeding with the NSEB, of the $10 million penalty levied on NSPI by the Province for non-compliance with the RER compliance period ending in 2022. The hearing concluded in 2025 and NSPI is awaiting a decision. NSPML Equity earnings from the Maritime Link are dependent on the approved ROE and operational performance of NSPML. NSPML’s approved regulated ROE range is 8.75 per cent to 9.25 per cent, based on an actual five-quarter average regulated common equity component of up to 30 per cent. Equity earnings from NSPML in 2026 are expected to be consistent with 2025. The NSPML investment is recorded as “Investments subject to significant influence” on Emera’s Consolidated Balance Sheets. The Maritime Link assets entered service on January 15, 2018, enabling the transmission of energy between Newfoundland and Nova Scotia, improved reliability and ancillary benefits, supporting the efficiency and reliability of energy in both provinces. NLH’s NS Block delivery obligations commenced on August 15, 2021 and will be delivered over the next 35 years pursuant to the project agreements. On December 23, 2025, NSPML received an interim order from the NSEB to collect up to $199 million from NSPI for the recovery of costs associated with the Maritime Link in 2026, subject to a monthly holdback of up to $4 million. A final decision from the NSEB is pending. There was no holdback recorded for the year ended December 31, 2025. On February 4, 2026, NSPML submitted an application with the NSEB requesting the termination of the holdback mechanism. A decision is anticipated in Q3 2026. In 2026, the capital investment at NSPML is expected to be approximately $40 million (2025 – $7 million). Gas Utilities and Infrastructure The Gas Utilities and Infrastructure segment includes PGS, NMGC, SeaCoast, Brunswick Pipeline and Emera’s equity investment in M&NP. PGS is a regulated gas distribution utility engaged in the purchase, distribution and sale of natural gas serving customers in Florida. NMGC is an intrastate regulated gas distribution utility engaged in the purchase, transmission, distribution and sale of natural gas serving customers in New Mexico. SeaCoast is a regulated intrastate natural gas transmission company offering services in Florida. Brunswick Pipeline is a regulated 145-kilometre pipeline delivering re-gasified liquefied natural gas from Saint John, New Brunswick, to markets in the northeastern US. On August 5, 2024, Emera announced an agreement to sell NMGC. As a result of the pending sale, NMGC’s assets and liabilities were classified as held for sale as of Q3 2024. The public hearing was held in November 2025. The transaction is expected to close in the first half of 2026. For more information on the pending transaction, refer to the “Other Developments” section. EMERA 2025 ANNUAL REPORT 21
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information PGS With $3.3 billion USD of assets and approximately 523,000 customers, the PGS system includes approximately 25,600 kilometres of natural gas mains and 14,800 kilometres of service lines. Natural gas throughput (the amount of gas delivered to its customers, including transportation-only service) was 2 billion therms in 2025. Beginning in 2026, the approved ROE range for PGS is 9.30 per cent to 11.30 per cent (2025 – 9.15 per cent to 11.15 per cent) based on an allowed equity capital structure of 54.7 per cent (2025 – 54.7 per cent). An ROE of 10.30 per cent (2025 – 10.15 per cent) is used for the calculation of return on investments for clauses. PGS anticipates earning within its allowed ROE range in 2026. USD earnings are expected to be higher in 2026 than 2025, as a result of new base rates effective January 1, 2026, and continued customer growth. On March 31, 2025, PGS filed a rate case with the FPSC for new rates to become effective January 1, 2026. On August 13, 2025, PGS and the intervening parties filed a settlement agreement with the FPSC for a $67 million USD increase in 2026 annual base rates, which includes $7 million USD from the cast iron and bare steel replacement rider, and additional adjustments of $25 million USD in 2027 and up to $5 million USD in 2028 (subject to FPSC approval). This reflects a 10.30 per cent midpoint ROE and 54.7 per cent equity thickness. On October 31, 2025, the FPSC issued the final order approving the settlement. In 2026, capital investment is expected to be approximately $445 million USD (2025 – $323 million USD), including AFUDC. PGS will make investments to maintain the reliability of their systems and support customer growth. NMGC With $1.6 billion USD of assets and approximately 553,000 customers, NMGC’s system includes approximately 2,300 kilometres of transmission pipelines and 18,200 kilometres of distribution pipelines. Annual natural gas throughput was approximately one billion therms in 2025. The approved ROE for NMGC is 9.375 per cent, on an allowed equity capital structure of 52 per cent. NMGC’s USD earnings contribution to Emera in 2026 are expected to be lower than in 2025 as a result of the pending sale of NMGC, which is expected to close in the first half of 2026. Other Electric Utilities Other Electric Utilities includes Emera (Caribbean) Incorporated (“ECI”), a holding company with regulated electric utilities. ECI’s regulated utilities include vertically integrated regulated electric utilities of BLPC on the island of Barbados, GBPC on Grand Bahama Island, and an equity investment in Lucelec on the island of St. Lucia. Other Electric Utilities’ USD earnings in 2026 are expected to be consistent with the prior year. In 2026, capital investment in the Other Electric Utilities segment is expected to be approximately $110 million USD (2025 – $67 million USD), including AFUDC, primarily in more efficient and cleaner sources of generation, including renewables and battery storage. BLPC With $547 million USD of assets and approximately 137,000 customers, BLPC owns 243 MW of generating capacity, of which 96 per cent is oil-fired and 4 per cent is solar. BLPC owns approximately 200 kilometres of transmission facilities and 4,000 kilometres of distribution facilities. BLPC’s approved regulated return on rate base is 10 per cent. In 2021, BLPC submitted a general rate review application to the FTC. In September 2022, the FTC granted BLPC interim rate relief, allowing an increase in base rates of approximately $1 million USD per month. On February 15, 2023, the FTC issued a decision on the application that included the following significant items: an allowed regulatory ROE of 11.75 per cent, an equity capital structure of 55 per cent, a directive to update the major components of rate base to September 16, 2022, and a directive to establish regulatory liabilities totalling approximately $71 million USD. On March 7, 2023, BLPC filed a Motion for Review and Variation (the “Motion”) and applied for a stay of the FTC’s decision, which was subsequently granted. On November 20, 2023, the FTC issued their decision dismissing the Motion. Interim rates continue to be in effect through to a date to be determined in a final decision and order. 22 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information On December 1, 2023, BLPC appealed certain aspects of the FTC’s February 15 and November 20, 2023 decisions to the Supreme Court of Barbados in the High Court of Justice (the “Court”) and requested they be stayed. On December 11, 2023, the Court granted the stay. BLPC’s position is that the FTC made errors of law and jurisdiction in their decisions and believes the success of the appeal is probable, and as a result, the adjustments to BLPC’s final rates and rate base, including any adjustments to regulatory assets and liabilities, have not been recorded at this time. The appeal was heard in December 2025, and will continue in early 2026. A decision is expected in 2026. BLPC currently operates pursuant to a single integrated licence to generate, transmit and distribute electricity on the island of Barbados until 2028. In 2019, the Government of Barbados passed legislation requiring multiple licences for the supply of electricity. In November 2025, the Government of Barbados and BLPC agreed to new Transmission, Distribution, Sales and Dispatch (“T&D”) and Generation and Energy Storage (“G&S”) licences. The G&S licence will be valid until 2047, unless otherwise extended. The T&DLicence will be valid for 30 years. These new non-exclusive licences have since been signed and will become effective upon the repeal of the existing license. BLPC continues to operate under its current statutory authority while preparing for the transition to the new licensing framework. GBPC With $378 million USD of assets and approximately 20,000 customers, GBPC owns 98 MW of oil-fired generation, approximately 100 kilometres of transmission facilities and 1,000 kilometres of distribution facilities. GBPC’s approved regulatory return on rate base is 8.52 per cent. On August 1, 2024, as required by the GBPA Operating Protocol and Regulatory Framework Agreement, GBPC filed a rate plan proposal. A review of the proposal by the GBPA is expected to commence in the first half of 2026. On June 1, 2024, the Electricity Act, 2024 took effect. The legislation purports to remove the jurisdiction of the GBPA over GBPC and to have the Utilities Regulation and Competition Authority (“URCA”), another Bahamian regulator, regulate GBPC. In 2024, URCA filed a claim in the Supreme Court of the Bahamas, seeking an order that the GBPA be prohibited and restrained from considering and/or approving any adjustment to rates sought by GBPC. URCA contends that it has regulatory authority over electricity provision on Grand Bahama pursuant to the Electricity Act. Management does not expect that the outcome of the proceedings will have a material impact to Emera. Other The Other segment includes business operations that in a normal year are below the required threshold for reporting as separate segments; and corporate expense and revenue items that are not directly allocated to Emera’s subsidiaries and investments. Business operations in the Other segment include Corporate; Emera Energy Services (“EES”), a physical energy marketing and trading business; and a 50 per cent joint venture interest in Bear Swamp, a 660 MW pumped storage hydroelectric facility in northwestern Massachusetts. Corporate includes certain corporate-wide functions including executive management, strategic planning, treasury services, legal, financial reporting, tax planning, corporate business development, corporate governance, investor relations, risk management, insurance, acquisition and disposition related costs, gains or losses on select assets sales, and corporate human resource activities. It includes interest revenue on intercompany financings and interest expense on corporate debt in both Canada and the US. Earnings from EES are generally dependent on market conditions. In particular, volatility in natural gas and electricity markets, which can be influenced by weather, local supply constraints and other supply and demand factors, can provide higher levels of margin opportunity. The business is seasonal, with Q1 and Q4 usually providing the greatest opportunity for earnings. EES is generally expected to deliver annual adjusted net income of $15 million USD to $30 million USD. In light of strong market conditions in early 2026, EES expects USD adjusted net income for 2026 to be in line with 2025 results. The adjusted net loss from the Other segment in 2026 is expected to be consistent with 2025. In 2026, capital investment is expected to be approximately $10 million (2025 – $6 million). EMERA 2025 ANNUAL REPORT 23
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Consolidated Balance Sheet Highlights Significant changes in the Consolidated Balance Sheets between December 31, 2024 and December 31, 2025 include: Total Increase millions of dollars (Decrease) Explanation of Other Increase (Decrease) Assets Cash and cash equivalents $ 153 Increased due to higher cash from operations, increased proceeds under committed credit facilities at TEC, proceeds from debt issuances at TEC, and proceeds from common shares issued. These were partially offset by investment in property, plant and equipment (“PP&E”), repayment of committed credit facilities at TECO Finance, Inc. (“TECO Finance”) and Emera, and dividends paid on Emera common stock Regulatory assets (current and long- (229) Decreased due to lower storm cost recovery assets at TEC and NSPI and the effect term) of FX translation of Emera’s non-Canadian affiliates. These were partially offset by higher deferrals related to the fuel adjustment mechanism (“FAM”) and the deferred income tax regulatory asset at NSPI Receivables and other assets (current 984 Increased trade receivables due to higher commodity prices at EES, higher trade and long-term) receivables at NSPI and TEC, higher right of use assets related to new finance leases at TEC, and increased pension assets due to higher return on assets in 2025 at TEC Assets held for sale (current and (101) Decreased primarily due to non-cash impairment charge recognized in 2025, and long-term), net of liabilities (1) the effect of FX translation of NMGC PP&E, net of accumulated 1,240 Increased due to capital additions in excess of depreciation, partially offset by the depreciation and amortization effect of FX translation of Emera’s non-Canadian affiliates Goodwill (278) Decreased due to the effect of FX translation of Emera’s non-Canadian affiliates Liabilities and Equity Short-term debt and long-term debt $ 1,654 Increased due to issuance of long-term debt at EUSHI Finance Inc. (“EUSHI (including current portion) Finance”) and TEC, proceeds from the issuance of a non-revolving term credit facility at NSPI, and higher utilization of committed credit facilities at TEC. These were partially offset by the effect of FX translation of Emera’s non-Canadian affiliates and repayment of committed credit facilities at Corporate and TECO Finance Deferred income tax liabilities, net of 156 Increased due to tax deductions in excess of accounting depreciation related to deferred income tax assets PP&E and changes in pension and post-retirement assets and liabilities. This was partially offset by increased tax credits at TEC and the effect of FX translation of Emera’s non-Canadian affiliates Regulatory liabilities (current and (211) Decreased due to lower FAM liability at NSPI, lower cost recovery clause liabilities long-term) and lower deferred income tax regulatory liabilities at TEC, and the effect of FX translation of Emera’s non-Canadian affiliates Other liabilities (current and long- 96 Increased due to finance leases entered into at TEC and timing of interest term) payments at Corporate Common stock 345 Increased due to shares issued Accumulated other comprehensive (388) Decreased due to the effect of FX translation of Emera’s non-Canadian affiliates, income partially offset by higher unrecognized pension and post-retirement benefit costs due to higher investment returns and favourable changes in actuarial assumptions and amortization at NSPI Retained earnings 146 Increased due to net income in excess of dividends paid (1) On August 5, 2024, Emera announced the sale of NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details, refer to the “Other Developments” section and note 4 in the consolidated financial statements. 24 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Other Developments Increase in Common Dividend On September 25, 2025, the Emera Board of Directors approved an increase in the annual common share dividend rate to $2.93 from $2.90 per common share. The first payment was effective November 14, 2025. Cybersecurity Incident On April 25, 2025, Emera and NSPI discovered a cybersecurity incident involving unauthorized access into certain parts of its Canadian IT network and servers supporting portions of its business applications (the “Cybersecurity Incident’). There was no disruption to the Canadian physical operations or Emera’s US or Caribbean utilities’ operations. The Company implemented business continuity processes for certain impacted business and administrative functions at its Canadian affiliates. The systematic restoration of affected IT systems and corresponding transition away from business continuity processes continues to progress in a planned, controlled and phased approach. For more information on the impact on internal controls over financial reporting, refer to the “Disclosure and Internal Controls” section. The Company maintains cyber insurance coverage and is working with its insurer on the claims process. At this time, the Cybersecurity Incident is not expected to have a material impact on the Company’s financial position or results of operations. For information on risks associated with cybersecurity incidents generally, refer to the “Enterprise Risk and Risk Management” section. Pending Sale of NMGC On August 5, 2024, Emera entered into an agreement to sell its indirect wholly-owned subsidiary NMGC for a total enterprise value of approximately $1.3 billion USD, consisting of cash proceeds and the transfer of debt and customary closing adjustments. As a result of the pending sale, NMGC’s assets and liabilities were classified as held for sale in Q3 2024 and the carrying value of the assets and liabilities were adjusted to FV less cost to sell. The public hearing was held in November 2025. The transaction is expected to close in the first half of 2026. At each reporting date, the Company performs an assessment of the FV of the disposal group by comparing the FV of expected transaction proceeds, less costs to sell, to the carrying value of net assets, including goodwill (“carrying amount”). On June 30, 2025, the Company remeasured the NMGC disposal group at the lower of its carrying amount and FV less costs to sell. As a result of the change in the expected timing of the transaction close, a non-cash impairment charge of $75 million ($71 million, after-tax), or $55 million USD ($52 million USD, after-tax), was recorded in “Impairment charges” on the Consolidated Statements of Income in Q2 2025. An additional loss for estimated future transaction costs of $2 million ($1 million after-tax) was recorded in “Other income, net” on the Consolidated Statements of Income in Q2 2025. There were no additional adjustments recorded in 2025. The Company will continue to record depreciation on the NMGC assets through the transaction closing date, as the depreciation continues to be reflected in customer rates and will be reflected in the carryover basis of the assets when sold. Depreciation and amortization of $97 million ($70 million USD) was recorded on these assets from August 5, 2024, the date they were classified as held for sale, through December 31, 2025. Of the $97 million ($70 million USD) recorded to date, $71 million ($51 million USD) was recorded in 2025. US One Big Beautiful Bill Act (“OBBBA”) On July 4, 2025, the OBBBA was signed into law. The OBBBA makes permanent many of the expired and expiring tax provisions originally enacted in the Tax Cuts and Jobs Act of 2017. It also includes significant changes in future years to the timing and availability of several clean energy tax credits previously enacted in the Inflation Reduction Act, including the investment tax credit and production tax credit. On August 15, 2025, the Internal Revenue Service released guidance on determining when wind and solar projects have begun construction for purposes of qualifying for these tax credits. Emera’s 2025 financial statements were not materially impacted as a result of the enacted changes. Emera will continue to evaluate the future impact as additional information and guidance becomes available. New York Stock Exchange (“NYSE”) Listing Emera filed a registration statement dated May 1, 2025 on Form 40-F with the US Securities and Exchange Commission (“SEC”) to register its common shares under Section 12 of the Securities Exchange Act of 1934. Emera subsequently completed the listing of its common shares on the NYSE and commenced trading on May 28, 2025. Emera’s common shares continue to be listed and traded on the Toronto Stock Exchange. EMERA 2025 ANNUAL REPORT 25
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Appointments Executive Effective March 1, 2026, Vivek Sood will become President and CEO of NSPI, succeeding Peter Gregg. Most recently, Mr. Sood retired as Executive Vice President, Related Businesses from Sobeys Inc. in 2024, and has served as a member of the NSPI Board of Directors since June 2024. Effective December 1, 2025, Jared Green became Emera’s new Chief Financial Officer, succeeding Greg Blunden. Mr. Green most recently served as President and Chief Executive Officer of TriSummit Utilities (previously AltaGas Canada). Board of Directors Effective September 17, 2025, Isabelle Courville joined the Emera Board of Directors. Ms. Courville is Chair of the Board of Canadian Pacific Kansas City and previously served as President of Hydro-Québec Distribution and Hydro Québec TransÉnergie, as well as President of Bell Canada’s Enterprise Group. Financial Highlights Florida Electric Utility Three months ended Year ended For the December 31 December 31 millions of USD (except as indicated) 2025 2024 2025 2024 Operating revenues – regulated electric $ 706 $ 582 $ 3,115 $ 2,526 Regulated fuel for generation and purchased power $ 150 $ 151 $ 703 $ 622 Contribution to consolidated adjusted net income $ 85 $ 85 $ 607 $ 470 Contribution to consolidated adjusted net income—CAD $ 119 $ 120 $ 845 $ 644 Charges related to wind-down costs and certain $ — $ (2) $ — $ (2) asset impairments, after-tax (1) Contribution to consolidated net income $ 85 $ 83 $ 607 $ 468 Contribution to consolidated net income – CAD $ 119 $ 117 $ 845 $ 641 Average fuel costs in dollars per MWh $ 31 $ 31 $ 32 $ 28 (1) Net of income tax recovery of $1 million for the three months and year ended December 31, 2024. The impact of the change in FX rates on CAD earnings was minimal for the three months ended December 31, 2025, and increased CAD earnings by $16 million for the year ended December 31, 2025. 26 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Net Income Highlights of net income changes are summarized in the following table: For the Three months ended Year ended millions of USD December 31 December 31 Contribution to consolidated net income – 2024 $ 83 $ 468 Increased operating revenues, primarily due to storm cost recovery revenue (offset in OM&G), new 124 589 base rates, higher regulatory deferral revenue and customer growth. These were partially offset by unfavourable weather of $10 million quarter-over-quarter. Year-over-year increase was also due to favourable weather of $10 million Increased fuel for generation and purchased power year-over-year due to higher natural gas prices 1 (81) and higher purchased power Increased OM&G due to higher storm cost recognition (offset in revenue), higher costs for employee (88) (246) benefits, operations related to solar investments, and software maintenance. These were partially offset by the timing of recognition of regulatory deferrals Increased depreciation and amortization due to facilities and capital projects placed in service (17) (51) Increased interest expense due to higher borrowings (9) (25) Increased state and municipal taxes due to higher revenues and higher taxable plant in service (10) (28) Increased income tax expense year-over-year, primarily due to higher income before provision 2 (32) for income taxes, partially offset by higher benefit from production tax credits and increased amortization of deferred investment tax credits Other (1) 13 Contribution to consolidated net income – 2025 $ 85 $ 607 Operating Revenues – Regulated Electric Annual electric revenues and sales volumes are summarized in the following table by customer class: Electric Revenues Electric Sales Volumes (millions of USD) (Gigawatt hours (“GWh”)) 2025 2024 2025 2024 Residential $ 1,786 $ 1,507 10,309 10,269 Commercial 822 686 6,536 6,481 Industrial 195 162 2,105 2,019 Other (1) 312 171 2,377 2,276 Total $ 3,115 $ 2,526 21,327 21,045 (1) Other includes regulatory deferrals related to clauses, sales to public authorities, and off-system sales to other utilities. Regulated Fuel for Generation and Purchased Power Annual production volumes are summarized in the following table: Production Volumes (GWh) 2025 2024 Natural gas 17,470 18,027 Solar 2,419 2,250 Purchased power 2,004 1,569 Coal 46 32 Total 21,939 21,878 EMERA 2025 ANNUAL REPORT 27
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information TEC’s fuel costs are affected by commodity prices and generation mix that is largely dependent on economic dispatch of the generating fleet, bringing the lowest cost options on first (renewable energy from solar or battery storage), such that the incremental cost of production increases as sales volumes increase. Generation mix may also be affected by plant outages, plant performance, availability of lower priced short-term purchased power, availability of renewable solar generation, and compliance with environmental standards and regulations. Regulatory Environment TEC is regulated by the FPSC and is also subject to regulation by the FERC. The FPSC sets rates at a level that allows utilities such as TEC to collect total revenues or revenue requirements equal to their cost of providing service, plus an appropriate return on invested capital. Base rates are determined in FPSC rate setting hearings which can occur at the initiative of TEC, the FPSC, or other interested parties. For further details on TEC’s regulatory environment, base rates and recovery mechanisms, refer to note 7 in the consolidated financial statements. Canadian Electric Utilities Three months ended Year ended For the December 31 December 31 millions of dollars (except as indicated) 2025 2024 2025 2024 Operating revenues – regulated electric $ 504 $ 479 $ 1,944 $ 1,855 Regulated fuel for generation and purchased power (1)(2) $ 269 $ (216) $ 1,065 $ 509 Contribution to consolidated net income $ 31 $ 77 $ 182 $ 232 Average fuel costs in dollars per MWh (2) $ 89 $ (73) $ 93 $ 45 (1) Regulated fuel for generation and purchased power includes NSPI’s FAM deferral on the Consolidated Statements of Income; however, it is excluded in the segment overview. (2) Regulated fuel for generation and purchased power and average fuel costs for 2024 include a $486 million refund of previous NSPML assessment payments (“NSPML Refund”), which decreased average fuel costs by $164 per MWh and $43 per MWh for the three months and year ended December 31, 2024, respectively. For more information on the NSPML Refund, refer to note 7 in the consolidated financial statements. Canadian Electric Utilities’ contribution to consolidated net income is summarized in the following table: Three months ended Year ended For the December 31 December 31 millions of dollars 2025 2024 2025 2024 NSPI $ 22 $ 71 $ 141 $ 160 Equity investment in NSPML 9 6 41 44 Equity investment in LIL — — — 28 Contribution to consolidated net income $ 31 $ 77 $ 182 $ 232 28 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Net Income Highlights of net income changes are summarized in the following table: For the Three months ended Year ended millions of dollars December 31 December 31 Contribution to consolidated net income – 2024 $ 77 $ 232 Increased operating revenues at NSPI due to higher fuel and storm cost recoveries, favourable 25 89 weather, and increased residential and commercial sales volumes, partially offset by lower industrial sales volumes Increased regulated fuel for generation and purchased power at NSPI due to the 2024 NSPML Refund (1), (485) (556) changes in generation mix, and higher sales volumes, partially offset by lower commodity prices Decreased FAM deferral at NSPI, primarily due to the 2024 NSPML Refund (1) 472 511 Increased OM&G at NSPI quarter-over-quarter due to increased storm costs and costs related (21) (49) to the Cybersecurity Incident. Year-over-year increased due to higher costs for transmission and distribution operations, costs related to the Cybersecurity Incident and power generation operations, partially offset by higher administrative overhead allocation to PP&E Increased depreciation and amortization due to increased PP&E in service (4) (16) Decreased income from equity investments due to the sale of equity interest in LIL — (28) Decreased income tax recovery quarter-over-quarter at NSPI, primarily due to the utilization of tax (35) 4 loss carryforwards recognized as a deferred income tax regulatory liability in the prior year and decreased tax deductions in excess of accounting depreciation related to PP&E Other 2 (5) Contribution to consolidated net income – 2025 $ 31 $ 182 (1) For more information on the $486 million NSPML Refund in 2024, refer to note 7 in the consolidated financial statements.. NSPI Operating Revenues – Regulated Electric Annual electric revenues and sales volumes are summarized in the following tables by customer class: Electric Revenues Electric Sales Volumes (millions of dollars) (GWh) 2025 2024 2025 2024 Residential $ 1,073 $ 997 5,292 5,096 Commercial 522 499 3,084 3,046 Industrial 270 276 2,098 2,217 Other 43 41 231 222 Total $ 1,908 $ 1,813 10,705 10,581 EMERA 2025 ANNUAL REPORT 29
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Regulated Fuel for Generation and Purchased Power Annual production volumes are summarized in the following table: Production Volumes (GWh) 2025 2024 Coal 4,370 3,347 Natural gas 1,403 2,317 Purchased power 391 620 Oil 295 132 Petcoke 279 374 Total non-renewables 6,738 6,790 Purchased power – IPP, COMFIT and imports 3,707 3,464 Wind, hydro and solar 855 932 Biomass 174 140 Total renewables 4,736 4,536 Total production volumes 11,474 11,326 NSPI’s fuel costs are affected by commodity prices and generation mix, which is largely dependent on economic dispatch of the generating fleet. NSPI brings the lowest cost options on stream first after renewable energy from IPPs including COMFIT participants, for which NSPI has power purchase agreements in place, and the NS Block of energy, including the Supplemental Energy Block, which carries no additional fuel cost outside of the NSEB approved annual assessments paid to NSPML for the use of the Maritime Link. Generation mix may also be affected by plant outages, carbon pricing programs, including the Nova Scotia Output-Based Pricing System, availability of renewable generation, availability of energy from the NS Block, plant performance, and compliance with environmental regulations. Regulatory Environment – NSPI NSPI is a public utility as defined in the Public Utilities Act of Nova Scotia (“Public Utilities Act”) and is subject to regulation by the NSEB. The Public Utilities Act gives the NSEB supervisory powers over NSPI’s operations and expenditures. NSPI is regulated under a cost-of-service model, with rates set to recover prudently incurred costs of providing electricity service to customers and provide a reasonable return to investors. NSPI is not subject to a general annual rate review process but rather participates in hearings held from time to time at NSPI’s or the NSEB’s request. For further details on NSPI’s regulatory environment and recovery mechanisms, refer to note 7 in the consolidated financial statements. Gas Utilities and Infrastructure On August 5, 2024, Emera announced an agreement to sell NMGC. As a result of the pending sale, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. The public hearing was held in November 2025. The transaction is expected to close in the first half of 2026, subject to certain approvals, including regulatory approval by the NMPRC. For more information on the pending transaction, refer to the “Other Developments” section. 30 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Three months ended Year ended For the December 31 December 31 millions of USD (except as indicated) 2025 2024 2025 2024 Operating revenues – regulated gas (1) $ 327 $ 317 $ 1,235 $ 1,160 Operating revenues – non-regulated 4 3 17 15 Total operating revenue $ 331 $ 320 $ 1,252 $ 1,175 Regulated cost of natural gas $ 73 $ 81 $ 318 $ 289 Contribution to consolidated adjusted net income $ 55 $ 61 $ 196 $ 194 Contribution to consolidated adjusted net income – CAD $ 76 $ 87 $ 276 $ 267 Charges related to the pending sale of NMGC, after-tax (2) $ — $ — $ — $ (6) Contribution to consolidated net income $ 55 $ 61 $ 196 $ 188 Contribution to consolidated net income – CAD $ 76 $ 87 $ 276 $ 259 (1) Operating revenues – regulated gas includes $12 million of finance income from Brunswick Pipeline (2024 – $12 million) for the three months ended December 31, 2025 and $46 million (2024 – $46 million) for the year ended December 31 2025; however, it is excluded from the gas revenues and cost of natural gas analysis below. (2) Includes an other impairment charge, net of income tax recovery of $2 million for the year ended December 31, 2024. Gas Utilities and Infrastructure’s contribution to consolidated adjusted net income is summarized in the following table: Three months ended Year ended For the December 31 December 31 millions of USD 2025 2024 2025 2024 PGS $ 31 $ 28 $ 117 $ 120 NMGC 15 23 45 39 Other 9 10 34 35 Contribution to consolidated adjusted net income $ 55 $ 61 $ 196 $ 194 The impact of the change in FX rates on CAD earnings was minimal for the three months ended December 31, 2025, and increased CAD earnings by $7 million for the year ended December 31, 2025. Net Income Highlights of net income changes are summarized in the following table: For the Three months ended Year ended millions of USD December 31 December 31 Contribution to consolidated net income – 2024 $ 61 $ 188 Increased gas revenues due to higher fuel revenue and higher off-system sales at PGS and new base 11 77 rates at NMGC Decreased cost of natural gas quarter-over-quarter primarily due to timing of profit sharing with 8 (29) customers related to asset management agreements at NMGC. Increased cost of natural gas year-over-year due to higher natural gas prices at PGS Increased OM&G primarily due to higher labour costs at NMGC (16) (20) Increased depreciation primarily due to capital projects in service at PGS and NMGC (4) (14) Other (5) (6) Contribution to consolidated net income – 2025 $ 55 $ 196 EMERA 2025 ANNUAL REPORT 31
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Operating Revenues – Regulated Gas Annual gas revenues and sales volumes are summarized in the following tables by customer class: Gas Revenues Gas Volumes (millions of USD) (millions of Therms) 2025 2024 2025 2024 Residential $ 548 $ 520 394 410 Commercial 377 362 875 824 Industrial (1) 73 69 1,568 1,620 Other (2) 191 163 313 278 Total (3) $ 1,189 $ 1,114 3,150 3,132 (1) Industrial gas revenue includes sales to power generation customers. (2) Other gas revenue includes off-system sales to other utilities and various other items. (3) Total gas revenue excludes $46 million of finance income from Brunswick Pipeline (2024 – $46 million). Regulated Cost of Natural Gas PGS and NMGC purchase gas from various suppliers depending on the needs of their customers. In Florida, gas is delivered to the PGS distribution system through interstate pipelines on which PGS has firm transportation capacity for delivery by PGS to its customers. NMGC’s natural gas is transported on major interstate pipelines and NMGC’s intrastate transmission and distribution system for delivery to customers. In Florida, natural gas service is unbundled for non-residential customers and residential customers who use more than 1,999 therms annually and elect the option. In New Mexico, NMGC is required, if requested, to provide transportation-only services for all customer classes. The commodity portion of bundled sales is included in operating revenues, at the cost of the gas on a pass-through basis, therefore no net earnings effect when a customer shifts to transportation-only sales. Annual gas sales by type are summarized in the following table: Gas Volumes by Type (millions of Therms) 2025 2024 Transportation 2,463 2,434 System supply 687 698 Total 3,150 3,132 Regulatory Environments PGS is regulated by the FPSC. The FPSC sets rates at a level that allows utilities such as PGS to collect total revenues or revenue requirements equal to their cost of providing service, plus an appropriate return on invested capital. NMGC is subject to regulation by the NMPRC. The NMPRC sets rates at a level that allows NMGC to collect total revenues or revenue requirements equal to its cost of providing service, plus an appropriate return on invested capital. For further information on PGS’s and NMGC’s regulatory environment and recovery mechanisms, refer to note 7 in the consolidated financial statements. 32 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Other Electric Utilities Three months ended Year ended For the December 31 December 31 millions of USD (except as indicated) 2025 2024 2025 2024 Operating revenues – regulated electric $ 102 $ 107 $ 413 $ 413 Regulated fuel for generation and purchased power $ 51 $ 55 $ 211 $ 215 Contribution to consolidated adjusted net income $ 11 $ 15 $ 31 $ 35 Contribution to consolidated adjusted net income – CAD $ 15 $ 21 $ 43 $ 48 Equity securities MTM loss $ (1) $ (1) $ — $ —Contribution to consolidated net income $ 10 $ 14 $ 31 $ 35 Contribution to consolidated net income – CAD $ 13 $ 19 $ 43 $ 48 Electric sales volumes (GWh) 330 323 1,307 1,307 Electric production volumes (GWh) 345 347 1,390 1,403 Average fuel cost in dollars per MWh $ 148 $ 159 $ 152 $ 153 The impact of the change in FX rates on CAD earnings and adjusted net income for the three months and year ended December 31, 2025 was minimal. Other Electric Utilities’ contribution to consolidated adjusted net income is summarized in the following table: Three months ended Year ended For the December 31 December 31 millions of USD 2025 2024 2025 2024 BLPC $ 7 $ 13 $ 19 $ 27 GBPC 1 3 10 11 Other 3 (1) 2 (3) Contribution to consolidated adjusted net income $ 11 $ 15 $ 31 $ 35 Net Income Highlights of net income changes are summarized in the following table: For the Three months ended Year ended millions of USD December 31 December 31 Contribution to consolidated net income – 2024 $ 14 $ 35 Decreased operating revenues quarter-over-quarter due to lower fuel revenue and lower miscellaneous (5) — revenue at BLPC Decreased regulated fuel for generation and purchased power due to lower fuel costs at BLPC and GBPC 4 4 Increased income tax expense year-over-year due to the 2025 remeasurement of deferred income tax 1 (2) liabilities as a result of a corporate income tax rate change at BLPC Increased depreciation and amortization expense at GBPC due to increased generation units in service (4) (5) Other — (1) Contribution to consolidated net income – 2025 $ 10 $ 31 Regulatory Environments BLPC is regulated by the FTC. Rates are set to recover prudently incurred costs of providing electricity service to customers plus an appropriate return on capital invested. GBPC is regulated by the GBPA. Rates are set to recover prudently incurred costs of providing electricity service to customers plus an appropriate return on rate base. For further details on BLPC and GBPC’s regulatory environments and recovery mechanisms, refer to note 7 in the consolidated financial statements. EMERA 2025 ANNUAL REPORT 33
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Other Three months ended Year ended For the December 31 December 31 millions of dollars 2025 2024 2025 2024 Marketing and trading margin (1)(2) $ 60 $ 35 $ 158 $ 77 Other non-regulated operating revenue 7 10 32 32 Total operating revenues – non-regulated $ 67 $ 45 $ 190 $ 109 Contribution to consolidated adjusted net (loss) income $ (74) $ (59) $ (301) $ (342) MTM (loss) gain, after-tax (3) (97) (144) 41 (291) Charges related to the pending sale of NMGC, after-tax (4) — — (72) (217) Gain on sale of LIL, after-tax (5)(6) — 22 — 129 Financing structure wind-up — 58 — 58 Charges related to wind-down costs and certain — (23) — (23) asset impairments, after-tax (7) Contribution to consolidated net (loss) income $ (171) $ (146) $ (332) $ (686) (1) Marketing and trading margin represents EES’s purchases and sales of natural gas and electricity, pipeline and storage capacity costs and energy asset management services’ revenues. (2) Marketing and trading margin excludes a MTM loss, pre-tax of $144 million in Q4 2025 (2024 – $159 million loss) and a MTM gain, pre-tax of $16 million for the year ended December 31, 2025 (2024 – $357 million loss). (3) Net of income tax recovery of $39 million for the three months ended December 31, 2025 (2024 – $57 million recovery) and $17 million expense for the year ended December 31, 2025 (2024 – $117 million recovery). (4) Includes an impairment charge of $75 million ($71 million after-tax) and transaction costs of $2 million ($1 million after-tax) for the year ended December 31, 2025, and impairment charges of $210 million ($198 million, after-tax) and transaction costs of $25 million ($19 million after-tax) for the year ended December 31, 2024. (5) On June 4, 2024, Emera completed the sale of its LIL equity interest. For further details on the transaction, refer to note 4 in the consolidated financial statements. (6) Includes an income tax recovery of $22 million for the three months ended December 31, 2024 and net income tax expense of $53 million for the year ended December 31, 2024. (7) Primarily relates to Block Energy, net of income tax recovery of $6 million for the year ended December 31, 2024. Other’s contribution to consolidated adjusted net (loss) income is summarized in the following table: Three months ended Year ended For the December 31 December 31 millions of dollars 2025 2024 2025 2024 Emera Energy: EES $ 33 $ 16 $ 80 $ 30 Other (1) (2) (6) 2 Corporate – see breakdown below (106) (73) (380) (360) Block Energy — — 6 (13) Other — — (1) (1) Contribution to consolidated adjusted net (loss) income $ (74) $ (59) $ (301) $ (342) 34 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Net Income (Loss) Highlights of net income (loss) changes are summarized in the following table: For the Three months ended Year ended millions of dollars December 31 December 31 Contribution to consolidated net (loss) income – 2024 $ (146) $ (686) Increased marketing and trading margin at EES due to favourable weather conditions that led to higher 25 81 natural gas prices and increased volatility that created profitable opportunities Decreased equity earnings at Bear Swamp due to lower generation as a result of a prolonged (3) (17) unplanned outage Increased interest expense primarily due to increased Corporate debt and the impact of a weaker CAD (4) (14) on USD interest expense, partially offset by lower interest rates Decreased income tax recovery due to decreased loss before provision for income taxes and decreased (31) (26) deferred income tax asset valuation allowance adjustment Decreased MTM loss, after-tax, due to a gain on Corporate FX hedges compared to a loss in the prior 47 332 year. Year-over-year also decreased due to changes in existing positions and lower amortization of gas transportation assets at EES Charges related to the pending sale of NMGC, after-tax — 145 Gain on sale of LIL, after-tax in 2024 (22) (129) Financing structure wind-up in 2024 (58) (58) Charges related to wind-down costs and certain asset impairments, after-tax in 2024 23 23 Other (2) 17 Contribution to consolidated net (loss) income – 2025 $ (171) $ (332) Emera Energy EES derives revenue and earnings from wholesale marketing and trading of natural gas and electricity within the Company’s risk tolerances, including those related to value-at-risk (“VaR”) and credit exposure. EES purchases and sells physical natural gas and electricity, the related transportation and transmission capacity rights, and provides energy asset management services. The primary market area for the natural gas and power marketing and trading business is northeastern North America, including the Marcellus and Utica shale supply areas. EES also participates in the US Southeast, Gulf Coast and Midwest, and Central Canadian and Alberta natural gas markets. Its counterparties include electric and gas utilities, natural gas producers, electricity generators and other marketing and trading entities. EES operates in a competitive environment, and the business relies on knowledge of the region’s energy markets, understanding of pipeline and transmission infrastructure, a network of counterparty relationships and a focus on customer service. EES manages its commodity risk by limiting open positions, utilizing financial products to hedge purchases and sales, and investing in transportation capacity rights to enable movement across its portfolio. In 2025, as a result of a strong Q1, EES adjusted its annual earnings guidance range to $35 million USD to $45 million USD. EES’ contribution to consolidated adjusted net income was $33 million in Q4 2025, compared to $16 million in Q4 2024; and $80 million ($57 million USD) for the year ended December 31, 2025, compared to $30 million ($21 million USD) for the same period in 2024. Market conditions in 2025 were favourable compared to 2024 due to weather conditions which led to higher natural gas prices and volatility. MTM Adjustments Emera Energy’s “Marketing and trading margin”, “Income from equity investments” and “Income tax expense (recovery)” are affected by MTM adjustments. Variance explanations of the MTM changes for this quarter and for the year are explained in the table above. Emera Energy has a number of asset management agreements (“AMA”) with counterparties, including local gas distribution utilities, power utilities and natural gas producers in North America. The AMAs involve Emera Energy buying or selling gas for a specific term, and the corresponding release of the counterparties’ gas transportation/storage capacity to Emera Energy. MTM adjustments on these AMAs arise on the price differential between the point where gas is sourced and where it is delivered. At inception, the MTM adjustment is offset fully by the value of the corresponding gas transportation asset, which is amortized over the term of the AMA contract. EMERA 2025 ANNUAL REPORT 35
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Subsequent changes in gas price differentials, to the extent they are not offset by the accounting amortization of the gas transportation asset, will result in MTM gains or losses recorded in income. MTM adjustments may be substantial during the term of the contract, especially in the winter months of a contract when delivered volumes and market pricing are usually at peak levels. As a contract is realized, and volumes reduce, MTM volatility is expected to decrease. Ultimately, the gas transportation asset and the MTM adjustment reduce to zero at the end of the contract term. As the business grows, and AMA volumes increase, MTM volatility resulting in gains and losses may also increase. Emera Corporate has FX forwards to manage the cash flow risk of forecasted USD cash inflows. Fluctuations in the FX rate result in MTM gains or losses, which are recorded in “Other income, net” on the Consolidated Statements of Income. Corporate Corporate’s adjusted loss is summarized in the following table: Three months ended Year ended For the December 31 December 31 millions of dollars 2025 2024 2025 2024 Operating expenses (1) $ (35) $ (23) $ (78) $ (74) Interest expense (101) (97) (381) (367) Income tax recovery 48 76 160 170 Preferred dividends (19) (19) (75) (73) Other (2)(3) 1 (10) (6) (16) Corporate adjusted net loss (4)(5)(6)(7) $ (106) $ (73) $ (380) $ (360) (1) Operating expenses include OM&G and depreciation. (2) Other includes realized gains and losses on FX hedges entered into to hedge USD denominated operating unit earnings exposure. (3) Includes a realized net loss, pre-tax of $4 million ($2 million after-tax) for the three months ended December 31, 2025 (2024 – $5 million net loss, pre-tax and $4 million loss, after-tax) and a $16 million net loss, pre-tax ($11 million after-tax) for the year ended December 31, 2025 (2024 – $12 million net loss, pre-tax and $9 million loss after-tax) on FX hedges, as discussed above. (4) Excludes a MTM gain, after-tax of $5 million for the three months ended December 31, 2025 (2024 – $25 million loss, after-tax) and a MTM gain, after-tax of $28 million for the year ended December 31, 2025 (2024 – $31 million loss, after-tax). (5) Excludes a gain on sale of LIL, after-tax, of $107 million for the year ended December 31, 2024. (6) Excludes certain charges related to the pending sale of NMGC of $77 million ($72 million after-tax) for the year ended December 31, 2025 (2024—$235 million, pre-tax and $217 million, after-tax). (7) Excludes the tax recovery of $58 million related to a specific financing structure and its wind-up and $22 million on reversal of a prior year valuation allowance related to the sale of LIL for the three months and year ended December 31, 2024. Liquidity and Capital Resources The Company generates internally sourced cash from its various regulated and non-regulated energy investments. Utility customer bases are diversified by both sales volumes and revenues among customer classes. Emera’s non-regulated businesses provide diverse revenue streams and counterparties to the business. Circumstances that could affect the Company’s ability to generate cash include changes to global macro-economic conditions, downturns in markets served by Emera, impact of fuel commodity price changes on collateral requirements and timely recoveries of fuel and storm costs from customers, the loss of one or more large customers, regulatory decisions affecting customer rates and the recovery of regulatory assets, and changes in environmental legislation. Emera’s subsidiaries are generally in a financial position to contribute cash dividends to Emera provided they do not breach their debt covenants, where applicable, after giving effect to the dividend payment, and that they maintain their credit metrics. Emera’s future liquidity and capital needs will be predominately for working capital requirements, ongoing rate base investment, business acquisitions, greenfield development, dividends and debt servicing. Emera has an approximate $20 billion capital investment plan over the 2026 through 2030 period and supports ongoing growth. Capital investments at Emera’s regulated utilities are subject to regulatory approval. Emera has sufficient liquidity to service debt obligations as they come due and to meet any near-term capital investment requirements as currently planned. Emera plans to use cash from operations, debt raised at the utilities, Corporate equity, and proceeds from the pending sale of NMGC to support normal operations, repayment of existing debt, and capital requirements. Debt raised at certain of the Company’s utilities is subject to applicable regulatory approvals. Generally, Corporate equity requirements in support of the Company’s capital investment plan are expected to be funded through issuance of hybrid securities and issuance of common equity through Emera’s DRIP and ATM programs. 36 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Emera has total committed credit facilities with varying maturities that cumulatively provide $2.8 billion CAD and $2.1 billion USD of credit, with approximately $999 million CAD and $1,056 million USD undrawn and available at December 31, 2025. The Company was holding a cash balance of $355 million, which includes $6 million classified as assets held for sale, related to the pending sale of NMGC, at December 31, 2025. For further discussion, refer to the “Debt Management” section below. Consolidated Cash Flow Highlights Significant changes in the Consolidated Statements of Cash Flows between the years ended December 31, 2025 and 2024 include: millions of dollars 2025 2024 $ Change Cash, cash equivalents, restricted cash, and cash associated with assets $ 221 $ 588 $ (367) held for sale, beginning of period Provided by (used in): Operating cash flow before changes in working capital 2,559 2,194 365 Changes in non-cash working capital (757) 452 (1,209) Operating activities $ 1,802 $ 2,646 $ (844) Investing activities (3,482) (2,218) (1,264) Financing activities 1,841 (818) 2,659 Effect of exchange rate changes on cash, cash equivalents, restricted cash, (11) 23 (34) and cash associated with assets held for sale Cash, cash equivalents, restricted cash, and cash associated with assets held for sale, $ 371 $ 221 $ 150 end of period Cash Flow from Operating Activities Net cash provided by operating activities decreased $844 million to $1,802 million for the year ended December 31, 2025, compared to $2,646 million in 2024. Cash from operations before changes in working capital increased $365 million for the year ended December 31, 2025. This increase was due to higher storm cost recoveries at TEC, new base rates at TEC and NMGC, and higher marketing and trading margin at EES. These were partially offset by proceeds from the FAM asset sale at NSPI in Q2 2024 and higher fuel under-recoveries at TEC. Changes in working capital decreased operating cash flows by $1,209 million for the year ended December 31, 2025. This decrease was due to unfavourable changes in accounts payable at TEC reflecting the timing and payment of storm invoices, unfavourable changes in accounts receivable at TEC due to increased base rates and storm cost recoveries, and unfavourable changes in accounts receivable and fuel inventory at NSPI. These were partially offset by favourable changes in accounts receivable at PGS. Cash Flow Used in Investing Activities Net cash used in investing activities increased $1,264 million to $3,482 million for the year ended December 31, 2025, compared to $2,218 million in 2024. The increase was due to the proceeds of $927 million received in 2024 on the sale of LIL and higher capital investment, partially offset by proceeds on the disposal of assets. Capital expenditures for the year ended December 31, 2025, including AFUDC, were $3,594 million compared to $3,206 million in 2024. Details of capital spending by segment are shown below: $2,221 million – Florida Electric Utility (2024 – $1,998 million); $648 million – Canadian Electric Utilities (2024 – $494 million); $624 million – Gas Utilities and Infrastructure (2024 – $626 million); $95 million – Other Electric Utilities (2024 – $81 million); and $6 million – Other (2024 – $7 million). EMERA 2025 ANNUAL REPORT 37
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Cash Flow from Financing Activities Net cash provided by financing activities increased $2,659 million to $1,841 million for the year ended December 31, 2025, compared to net cash used in financing activities of $818 million in 2024. The increase was due to higher net borrowings on committed credit facilities at NSPI and TEC, higher proceeds from Corporate debt, proceeds from short-term debt issuances at NSPI and NMGC, retirement of long-term debt at TEC and NMGC in 2024 and higher proceeds from long-term debt at TEC. These were partially offset by lower proceeds from long-term debt at PGS, lower issuance of common stock, and retirement of long-term debt at NSPI. Working Capital As at December 31, 2025, Emera’s cash and cash equivalents were $349 million (2024 – $196 million) and Emera’s investment in non-cash working capital was $926 million (2024 – $224 million). Of the cash and cash equivalents held at December 31, 2025, $279 million was held by Emera’s foreign subsidiaries (2024 – $185 million). A portion of these funds are invested in countries that have certain exchange controls, approvals, and processes for repatriation. Such funds are available to fund local operating and capital requirements unless repatriated. Contractual Obligations As at December 31, 2025, contractual commitments for each of the next five years and in aggregate thereafter consisted of the following: millions of dollars 2026 2027 2028 2029 2030 Thereafter Total Long-term debt principal (1)(2) $ 1,297 $ 321 $ 763 $ 1,824 $ 554 $ 15,702 $ 20,461 Interest payment obligations (3)(4) 971 933 925 851 800 14,718 19,198 Purchased power (5) 413 422 411 459 451 5,941 8,097 Transportation (6)(7) 780 588 478 413 370 2,954 5,583 Fuel, gas supply and storage (8) 674 239 159 156 38 59 1,325 Pension and post-retirement 27 28 27 27 24 242 375 obligations (9) Asset retirement obligations 7 1 2 1 1 449 461 Capital projects 288 68 32 6 1—395 Other 144 69 53 49 42 294 651 $ 4,601 $ 2,669 $ 2,850 $ 3,786 $ 2,281 $ 40,359 $ 56,546 As detailed below, contractual obligations at December 31, 2025 includes those related to NMGC. On completion of the sale of NMGC, all remaining future contractual obligations will be transferred to the buyer. For further details on the pending transaction, refer to the “Other Developments” section. (1) Includes $663 million related to NMGC (2026: $96 million, and $567 million thereafter). (2) The Company’s $1.2 billion USD, $750 million USD and $500 million USD hybrid notes mature in 2076, 2056 and 2054, respectively, and these maturity dates have been used in the computation of the Company’s long-term debt principal and interest payment obligations at December 31, 2025. The Company has the option to repay such notes in advance of maturity upon exercise of the Company’s redemption rights in accordance with the terms of the applicable indenture. Emera’s $1.2 billion USD hybrid notes are redeemable, at Emera’s option, in June 2026. (3) Future interest payments are calculated based on the assumption that all debt is outstanding until maturity. For debt instruments with variable rates, interest is calculated for all future periods using the rates in effect at December 31, 2025, including any expected required payment under associated swap agreements. (4) Includes $311 million related to NMGC (2026: $25 million, 2027: $22 million, 2028: $22 million, 2029: $22 million, 2030: $22 million, and $198 million thereafter). (5) Annual requirement to purchase electricity from IPPs or other utilities over varying contract lengths. (6) Purchasing commitments for transportation of fuel and transportation capacity on various pipelines. Includes a commitment of $121 million related to a gas transportation contract between PGS and SeaCoast through 2040. (7) Includes $61 million related to NMGC (2026: $23 million, 2027: $15 million, 2028: $12 million, 2029: $3 million, 2030: $3 million and $5 million thereafter). (8) Includes $101 million related to NMGC (2026: $86 million, 2027: $12 million and, 2028: $3 million). (9) Includes the estimated contractual obligation, which is calculated as the current legislatively required contributions to the registered funded pension plans, plus the estimated costs of further benefit accruals contracted under NSPI’s Collective Bargaining Agreement and estimated benefit payments related to other unfunded benefit plans. NSPI has a contractual obligation to pay NSPML for use of the Maritime Link over approximately 38 years from its January 15, 2018 in-service date. On December 23, 2025, NSPML received an interim order from the NSEB to collect up to $199 million from NSPI for the recovery of costs associated with the Maritime Link in 2026, subject to a monthly holdback of up to $4 million. The timing and amounts payable to NSPML for the remainder of the 38-year commitment period are subject to NSEB approval. Emera has committed to obtain certain transmission rights in New Brunswick during summer periods (April through October, inclusive) for NLH’s use, if requested, effective August 15, 2021 and continuing for 50 years. As transmission rights are contracted, the obligations are included within “Other” in the above table. 38 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Forecasted Consolidated Capital Investments The 2026 forecasted consolidated capital investments, including AFUDC, are as follows: Florida Canadian Gas Utilities and Other Electric millions of dollars Electric Utility Electric Utilities Infrastructure Utilities Other Total Generation $ 1,068 $ 183 $ — $ 56 $ — $ 1,307 New renewable generation — — — 7 — 7 Electric transmission (1) 321 287 — 32 — 640 Electric distribution 767 195 — 35 — 997 Gas transmission and distribution — — 665 — — 665 Facilities, equipment, vehicles, and other 274 95 5 20 10 404 $ 2,430 $ 760 $ 670 $ 150 $ 10 $ 4,020 (1) Electric transmission for the Canadian Electric Utilities segment includes $40 million related to NSPML, which is recorded as “Investments subject to significant influence” on Emera’s Consolidated Balance Sheets. Debt Management In addition to funds generated from operations, Emera and its subsidiaries have, in aggregate, access to unsecured committed syndicated revolving and non-revolving bank lines of credit in either CAD or USD per the table below. Credit Undrawn and millions of dollars in currency as noted below Maturity Facilities Utilized Available In CAD: Emera – committed revolving credit facility June 2029 $ 1,300 $ 523 $ 777 NSPI – committed revolving credit facility June 2029 800 578 222 NSPI – non-revolving facility May 2026 500 500 —Emera – non-revolving facility February 2027 200 200 — In USD: TEC – committed revolving credit facility November 2030 1,200 774 426 TECO Finance – committed revolving credit facility November 2030 400 5 395 PGS – revolving facility November 2030 250 145 105 NMGC – revolving credit facility (1) December 2027 125 16 109 NMGC – non-revolving facility (1) October 2026 70 70 —Other – committed revolving credit facilities Various 21 — 21 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to the “Other Developments” section. Emera and its subsidiaries have certain financial and other covenants associated with their debt and credit facilities. Covenants are tested regularly, and the Company is in compliance with covenant requirements as at December 31, 2025. Emera’s significant covenant is listed below: As at Financial Covenant Requirement December 31, 2025 Emera Syndicated credit facilities Debt to capital ratio Less than or equal to 0.70 to 1 0.53 : 1 Recent significant financing activity for Emera and its subsidiaries are discussed below by segment: Florida Electric Utility On November 20, 2025, TEC amended and restated its $800 million USD committed revolving credit facility to extend the maturity date from December 1, 2028, to November 20, 2030 and increased the amount to $1.2 billion USD. There were no other material changes in commercial terms from the prior agreement. EMERA 2025 ANNUAL REPORT 39
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information On March 6, 2025, TEC issued $600 million USD of senior unsecured notes that bear interest at 5.15 per cent with a maturity date of March 1, 2035. Proceeds from this issuance were used for the repayment of a portion of TEC’s outstanding commercial paper. Canadian Electric Utilities On May 21, 2025, NSPI entered into a $500 million non-revolving facility which matures on May 21, 2026. The credit agreement contains customary representations and warranties, events of default and financial and other covenants. The non-revolving facility’s interest rates are referenced to the Term CORRA or prime rate, plus a margin. Proceeds from this facility were used for general corporate purposes. Gas Utilities and Infrastructure On November 20, 2025, PGS amended and restated its $250 million USD unsecured committed revolving credit facility to extend the maturity date from December 1, 2028, to November 20, 2030. There were no other changes in commercial terms from the prior agreement. On October 23, 2025, NMGC entered into a $70 million USD, 364-day term loan agreement which matures on October 22, 2026. The credit agreement contains customary representations and warranties, events of default and financial and other covenants. The non-revolving facility’s interest rates are referenced to the Term SOFR plus a margin. Proceeds from this facility were used for general corporate purposes. On September 19, 2025, NMGC amended its $125 million USD unsecured committed revolving credit facility to extend the maturity date from December 17, 2026, to December 17, 2027. There were no other changes in commercial terms from the prior agreement. Other On February 20, 2026, Emera amended its $200 million unsecured non-revolving facility to extend the maturity date from February 20, 2026 to February 19, 2027. There were no other material changes to the terms from the prior agreement. On November 20, 2025, TECO Finance amended and restated its $400 million USD unsecured committed revolving credit facility to extend the maturity date from December 1, 2028, to November 20, 2030. There were no other changes in commercial terms from the prior agreement. On September 25, 2025, EUSHI Finance, Emera US Holdings Inc. (“EUSHI”) and Emera filed a shelf registration statement on Form F-10 and Form F-3 (“Registration Statement”), with the Nova Scotia Securities Commission (“NSSC”) and the SEC under the US/Canada Multijurisdictional Disclosure System. The Registration Statement was filed in connection with the prospective offer and issue by EUSHI Finance of one or more series of senior and/or subordinated unsecured debt securities (“Debt Securities”), in an aggregate principal amount of up to $3 billion USD, during the 25-month period that the short form base shelf prospectus contained in the Registration Statement (“Base Shelf Prospectus”), including any further amendments thereto, remains valid. The Debt Securities may be offered in one or more transactions, at prices, with maturities and on terms to be set forth in one or more prospectus supplements to be filed with the NSSC and the SEC at the time of any such offering. On October 3, 2025, EUSHI Finance completed an issuance of $750 million USD fixed-to-fixed reset rate junior subordinated notes, pursuant to the prospectus supplement dated September 29, 2025, to the Base Shelf Prospectus. The notes initially bear interest at a rate of 6.25 per cent, and will reset on April 1, 2031, and every five years thereafter, to a rate per annum equal to the five-year US treasury rate plus 2.509 per cent, subject to an interest rate floor of 6.25 per cent. The notes mature on April 1, 2056. EUSHI Finance, at its option, may redeem the notes, in whole or in part, 90 days prior to the first interest reset date, and any semi-annual interest payment date thereafter, at a redemption price equal to the principal amount, plus accrued and unpaid interest on the notes to be redeemed, in accordance with the terms of the prospectus supplement; and otherwise, at the times and the redemption prices described in the prospectus supplement. The notes are fully and unconditionally guaranteed, on a joint, several and subordinated basis, by Emera, and EUSHI. Proceeds from this issuance were used for general corporate purposes, including repayment of existing debt. On February 20, 2025, Emera amended its $200 million unsecured non-revolving facility to extend the maturity date from February 20, 2025 to February 20, 2026. There were no other material changes to the terms from the prior agreement. 40 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Credit Ratings Emera and its subsidiaries have been assigned the following senior unsecured debt ratings: Fitch S&P Moody’s DBRS Emera (1) BBB (Stable) BBB- (Stable) Baa3 (Negative) N/A TEC (1) A (Stable) BBB+ (Stable) A3 (Negative) N/A PGS (1) A (Stable) N/A N/A N/A NMGC BBB+ (Stable) N/A N/A N/A NSPI N/A BBB- (Stable) N/A BBB (high)(stable) (1) On May 27, 2025, Fitch Ratings (“Fitch”) revised its outlook on Emera, TEC and PGS to stable from negative with no changes to existing ratings. Guaranteed Debt As of December 31, 2025, the Company had $3.70 billion USD (2024 – $2.95 billion USD) senior unsecured notes and junior subordinated notes (collectively referred to as the “US Notes”) outstanding. The US Notes are fully and unconditionally guaranteed, on a joint and several basis, and in the case of the fixed-to-fixed reset rate junior subordinated notes due 2054 and 2056, on a joint, several and subordinated basis, by Emera and EUSHI (in such capacity, the “Guarantor Subsidiaries”). Emera owns, directly or indirectly, all of the limited and general partnership interests in Emera US Finance LP. EUSHI Finance is owned indirectly by Emera through EUSHI. Other subsidiaries of the Company do not guarantee the US Notes (such subsidiaries are referred to as the “Non-Guarantor Subsidiaries”); however, Emera has unrestricted access to the assets of consolidated entities. In compliance with Rule 13-01 of Regulation S-X, the Company is including summarized financial information for Emera, EUSHI, Emera US Finance LP and EUSHI Finance (together, the “Obligor Group”), on a combined basis after transactions and balances between the combined entities have been eliminated. Investments in and equity earnings of the Non-Guarantor Subsidiaries have been excluded from the summarized financial information. The Obligor Group was not determined using geographic, service line or other similar criteria and, as a result, the summarized financial information includes portions of Emera’s domestic and international operations. Accordingly, this basis of presentation is not intended to present Emera’s financial condition or results of operations for any purpose other than to comply with the specific requirements for guarantor reporting. Summarized Statement of Income The Company recognized income related to guaranteed debt under the following categories: For the Year ended December 31 millions of dollars 2025 2024 Loss from operations $ (145) $ (279) Net gains (1) $ 168 $ 442 (1) Includes $1,143 million (2024 – $1,352 million) in interest and dividend income, net, from non-guarantor subsidiaries. EMERA 2025 ANNUAL REPORT 41
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Summarized Balance Sheet The Company has the following categories on the balance sheet related to guaranteed debt: As at December 31 millions of dollars 2025 2024 Current assets (1) $ 373 $ 391 Goodwill 5,580 5,858 Other assets (2) 5,259 6,474 Total assets (3) $ 11,212 $ 12,723 Current liabilities (4) $ 1,587 $ 611 Long-term liabilities (5) 11,293 13,129 Total liabilities $ 12,880 $ 13,740 (1) Includes $275 million (2024 – $217 million) in amounts due from non-guarantor subsidiaries. (2) Includes $4,714 million (2024 – $5,937 million) in amounts due from non-guarantor subsidiaries. (3) Excludes investments in non-guarantor subsidiaries. Consolidated Emera total assets are $44,817 million (2024 – $42,951 million). (4) Includes $206 million (2024 – $184 million) due to non-guarantor subsidiaries. (5) Includes $4,609 million (2024 – $5,980 million) due to non-guarantor subsidiaries. Outstanding Stock Data Common Stock millions of millions of Issued and outstanding: shares dollars Balance, December 31, 2024 295.94 $ 9,042 Conversion of Convertible Debentures 0.02 1 Issuance of common stock under ATM program (1) 0.19 9 Issued under the DRIP, net of discounts 4.83 293 Senior management stock options exercised and Employee Share Purchase Plan 0.78 42 Balance, December 31, 2025 301.76 $ 9,387 (1) For the year ended December 31, 2025, a total of 187,600 common shares were issued under Emera’s ATM program at an average price of $53.58 per share for gross proceeds of $10 million ($9 million, net of after-tax issuance costs). As at December 31, 2025, an aggregate gross sales limit of $600 million remained available for issuance under the ATM program. As at February 18, 2026, the amount of issued and outstanding common shares was 303.0 million. If all outstanding stock options were converted as at February 18, 2026, an additional 4.1 million common shares would be issued and outstanding. ATM Equity Program On December 5, 2025, Emera renewed its ATM Program by filing a prospectus supplement to the Company’s Canadian short form base shelf prospectus with the securities regulatory authorities in each of the provinces of Canada. At the same time, Emera filed a US prospectus supplement to the Company’s US base prospectus included in its US registration statement on Form F-10 with the SEC. The ATM Program allows the Company to issue up to $600 million of common shares from treasury to the public from time to time, at the Company’s discretion, at the prevailing market price. The ATM Program is expected to remain in effect until January 5, 2029. Preferred Stock As at February 18, 2026, Emera had the following preferred shares issued and outstanding: Series A – 6.0 million; Series C – 10.0 million; Series E – 5.0 million; Series F – 8.0 million; Series H – 12.0 million; Series J – 8.0 million, and Series L – 9.0 million. Emera’s preferred shares do not have voting rights unless the Company fails to pay, in aggregate, eight quarterly dividends. On July 9, 2025, Emera announced it would not redeem the currently outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series A (“Series A Shares”) or the Cumulative Floating Rate First Preferred Shares, Series B (“Series B Shares”) on August 15, 2025 (the “Conversion Date”). 42 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information On July 16, 2025, Emera announced a dividend rate of 4.951 per cent per annum on the Series A Shares during the five-year period commencing on August 15, 2025 and ending on (and inclusive of) August 14, 2030 ($0.3094 per Series A Share per quarter). During the conversion period between July 16, 2025 and July 31, 2025, the holders of Series A Shares had the right, at their option, to convert all or any of their Series A Shares, on a one-for-one basis, into Series B Shares and the holders of Series B Shares had the right, at their option, to convert all or any of their Series B Shares, on a one-for-one basis, into Series A Shares. On August 7, 2025, Emera announced, after having taken into account all shares tendered for conversion by holders of its Series A Shares and Series B Shares, as the case may be (collectively, the “Holders”), by the end of the conversion period, the Company had determined that there would be outstanding on the Conversion Date less than 1 million Series B Shares. Therefore, in accordance with certain rights, privileges, restrictions and conditions attaching to the Series A Shares and the Series B Shares, the Company advised the Holders that no Series A Shares would be converted into Series B Shares and all remaining Series B Shares would automatically be converted into Series A Shares on a one-for-one basis on the Conversion Date. On the Conversion Date, there were 6 million Series A Shares and no Series B Shares outstanding. On January 16, 2025, Emera announced that the annual fixed dividend per share for Series F shares would be reset from $1.0505 to $1.4372 for the five-year period from and including February 15, 2025. Pension Funding For funding purposes, Emera determines required contributions to its largest defined benefit (“DB”) pension plans based on smoothed asset values. This reduces volatility in the cash funding requirement as the impact of investment gains and losses are recognized over a multi-year period. Expected cash flow for DB pension plans is $34 million in 2026 (2025 – $38 million). All pension plan contributions are tax deductible and will be funded with cash from operations. Emera’s DB pension plans employ a long-term strategic approach with respect to asset allocation, real return and risk. The underlying objective is to earn an appropriate return, given the Company’s goal of preserving capital with an acceptable level of risk for the pension fund investments. To achieve the overall long-term asset allocation, pension assets are managed by external investment managers per each pension plan’s investment policy and governance framework. The asset allocation includes investments in the assets of domestic and global equities, domestic and global bonds and short-term investments. The Company reviews investment manager performance on a regular basis and adjusts the plans’ asset mixes as needed in accordance with the pension plans’ investment policy. Emera’s projected contributions to defined contribution pension plans are $53 million for 2026 (2025 – $51 million). Defined Benefit Pension Plan Summary in millions of dollars Plans by region TECO Holdings NSPI Caribbean Total Assets as at December 31, 2025 $ 1,025 $ 1,637 $ 13 $ 2,675 Accounting obligation at December 31, 2025 $ 926 $ 1,349 $ 19 $ 2,294 Accounting expense (income) during fiscal 2025 $ 10 $ (13) $ (4) $ (7) Off-Balance Sheet Arrangements Defeasance Upon privatization in 1992, NSPI became responsible for managing a portfolio of defeasance securities that provide principal and interest streams to match the related defeased debt, which at December 31, 2025 totalled $200 million (2024 – $200 million). The securities are held in trust for an affiliate of the Province of Nova Scotia. Approximately 66 per cent of the defeasance portfolio consists of investments in the related debt, eliminating all risk associated with this portion of the portfolio. EMERA 2025 ANNUAL REPORT 43
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Guarantees and Letters of Credit Emera has guarantees and letters of credit on behalf of third parties outstanding. The following significant guarantees and letters of credit were not included within the Consolidated Balance Sheets as at December 31, 2025: Emera, on behalf of Brunswick Pipeline, issued a standby letter of credit for $22 million to secure obligations under a non-revolving loan agreement. This standby letter of credit has a one-year term, expiring on March 31, 2026, and will be renewed annually, as required. TECO Holdings Inc. (“TECO Holdings”), issued a guarantee in connection with SeaCoast’s performance of obligations under a gas transportation precedent agreement. The guarantee is for a maximum potential amount of $45 million USD if SeaCoast fails to pay or perform under the contract. The guarantee expires five years after the gas transportation precedent agreement termination date, which was terminated on January 1, 2022. The counterparty has the right to require TECO Holdings to provide replacement credit support either in the form of a substitute guarantee from an affiliate with an investment grade credit rating or a letter of credit or cash deposit of $27 million USD. TECO Holdings issued a guarantee in connection with SeaCoast’s performance obligations under a firm service agreement, which expires December 31, 2055, subject to two extension terms at the option of the counterparty with a final expiration date of December 31, 2071. The guarantee is for a maximum potential amount of $13 million USD if SeaCoast fails to pay or perform under the firm service agreement. The counterparty has the right to require TECO Holdings to provide replacement credit support in the form of either a substitute guarantee from an affiliate with an investment grade credit rating or a letter of credit or cash deposit of $13 million USD. Emera has a guarantee of $66 million USD relating to outstanding notes of ECI. This guarantee will automatically terminate on the date upon which the obligations have been repaid in full. NSPI has guarantees on behalf of its subsidiary, NS Power Energy Marketing Incorporated, in the amount of $94 million USD (2024 – $104 million USD) with terms of varying lengths. Brunswick Pipeline, jointly and severally with Emera, have an indemnity agreement in support of a $40 million surety bond issued in Brunswick Pipeline’s favour to the CER. The purpose of the surety bond is to satisfy Brunswick Pipeline’s regulatory obligation to have funds set aside for the future abandonment of the pipeline. The Company has standby letters of credit and surety bonds in the amount of $271 million USD (December 31, 2024 – $105 million USD) to third parties that have extended credit to Emera and its subsidiaries. These letters of credit and surety bonds typically have a one-year term and are renewed annually as required. Emera, on behalf of NSPI, has a standby letter of credit to secure obligations under a supplementary retirement plan. The expiry date of this letter of credit was extended to June 2026. The amount committed as at December 31, 2025 was $70 million (December 31, 2024 – $58 million). Emera has provided an indemnity to a counterparty in relation to certain future tax amounts that could arise from specific future changes in Canadian federal law, subject to certain conditions and limitations. No such changes in law have been proposed at this time. A reasonable estimate of the potential amount of future payments that could result from future claims under this indemnity cannot be calculated, but the risk of having to make any significant payments under this indemnity is considered to be remote. Dividend Payout Ratio Emera has provided annual dividend growth guidance of one to two per cent per year. On September 25, 2025, the Board approved an increase in the annual common share dividend rate to $2.9300 from $2.9000 per common share. The first quarterly dividend payment at the increased rate was paid on November 15, 2025. Emera’s common share dividends paid in 2025 were $2.9075 ($0.7250 in Q1, Q2, and Q3 and $0.7325 in Q4) per common share and for 2024 were $2.8775 ($0.7175 in Q1, Q2, and Q3 and $0.7250 in Q4) per common share. This represents a dividend payout ratio of net income of 86 per cent in 2025 (2024 – 168 per cent) and a dividend payout ratio of adjusted net income of 83 per cent in 2025 (2024 – 98 per cent). 44 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Transactions with Related Parties In the ordinary course of business, Emera provides energy and other services and enters into transactions with its subsidiaries, associates and other related companies on terms similar to those offered to non-related parties. Intercompany balances and intercompany transactions have been eliminated on consolidation, except for the net profit on certain transactions between non-regulated and regulated entities in accordance with accounting standards for rate-regulated entities. All material amounts are under normal interest and credit terms. Significant transactions between Emera and its associated companies are as follows: Transactions between NSPI and NSPML related to the Maritime Link assessment are reported in the Consolidated Statements of Income. NSPI’s expense is reported in “Regulated fuel for generation and purchased power” on the Consolidated Statements of Income, totalling $185 million for the year ended December 31, 2025 (2024 – $324 million recovery). NSPML is accounted for as an equity investment, and therefore corresponding earnings related to this revenue are reflected in “Income from equity investments” on the Consolidated Statements of Income. For further details, refer to the “Contractual Obligations” section. Natural gas transportation capacity purchases from M&NP, reported in “Operating revenue – non-regulated” on the Consolidated Statements of Income, totalled $16 million for the year ended December 31, 2025 (2024 – $11 million). On March 5, 2025, NSPI sold development assets associated with the Wasoqonatl transmission line project to WTI for consideration of $15 million. The development assets were sold at cost with no gain or loss recognized in the Consolidated Statements of Income. As at December 31, 2025, Emera and its associated companies had $32 million due to related parties (December 31, 2024 – $24 million) recorded in “Other Current Liabilities” on the Consolidated Balance Sheets. Enterprise Risk and Risk Management Emera has an enterprise-wide risk management process, overseen by its Enterprise Risk Management Committee (“ERMC”) and monitored by the Board, to ensure risks are appropriately identified, assessed, monitored and subject to appropriate controls. The Board has a Safety and Risk Committee (“SRC”) to assist the Board in carrying out its safety, risk and sustainability oversight responsibilities. The SRC’s mandate includes oversight of the Company’s Enterprise Risk Management framework, including the identification, assessment, monitoring and management of enterprise risks. The significant business risks to Emera are described below, many of which are beyond the Company’s control, and could have a material adverse effect on Emera or its subsidiaries, or their business operations, liquidity or access to or cost of capital, financial position, prospects, reputation, and/or results of operations (herein considered a “Material Adverse Effect”). The nature of risk is such that no such list is comprehensive, and the actual effect of any of the risks discussed could be materially different from what is described below. Additionally, other risks not presently known may arise, risks not currently considered material may become material in the future, or two or more risks which are not themselves material, could together be material. Regulatory and Political Risk The Company’s rate-regulated utilities and certain investments are subject to complex legislative and regulatory frameworks that cover material aspects of their businesses. These frameworks influence key factors such as rates and cost structures, revenue requirements, allowed ROEs, capital structures, rate base and capital investments, and the recovery of purchased electricity and fuel costs and other costs. Regulators also review the prudency of costs and make other decisions that can impact customer rates and the reliability of service. Emera’s rate-regulated utilities must obtain regulatory approvals for material aspects of their businesses, including changing or adding rates and/or riders. Such approvals often require public hearing proceedings involving numerous stakeholders, and there is no assurance in the outcomes or impact of any regulatory process or decision. If Emera’s rate-regulated utilities are unable to recover a material amount of costs in a timely manner, are unable to earn a return on invested capital, are disallowed the recovery of certain costs, are subject to regulatory penalties, are not permitted to make certain capital investments, or are not permitted to invest in or divest certain utility assets, it could result in a Material Adverse Effect, including valuation impairments. Regulatory lag, the time between the incurrence of costs and the granting of the rates to recover those costs by regulators, may also result in a Material Adverse Effect. EMERA 2025 ANNUAL REPORT 45
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Aspects of the acquisition, ownership, operations, siting, planning, construction, and decommissioning of electric generation, storage, transmission and distribution facilities and natural gas transportation and distribution systems are also subject to regulatory processes and approvals of regulators, government departments and agencies, and other third parties. The failure to obtain, maintain, and renew such approvals or significant changes in the terms and conditions thereof could have a Material Adverse Effect. The regulatory framework, process and regulatory decisions may also be adversely affected by changes in government, shifts in government or public policy, legislative changes, regulatory decisions, geopolitical changes, changes in the economic environment, or other factors. Government interference in the regulatory process or regulatory decisions can undermine regulatory stability, predictability, and independence. Any such changes could have a Material Adverse Effect. Change in Law Risk The Company is also exposed to changes in the political environment and leadership, changes in law or regulations, changes to governmental policies, trade disputes, and the imposition of tariffs, any of which may impact the Company’s businesses, the markets for energy and inputs thereto, or general economic conditions, and which may result in a Material Adverse Effect. This may include initiatives regarding deregulation or restructuring of the energy industry, which may result in increased competition, and increased or unrecovered costs. State and local policies in some US jurisdictions have sought to prevent or limit the ability of utilities to provide customers with the choice to use natural gas while in other jurisdictions policies have been adopted to prevent limitations on the use of natural gas. Emerging laws and policies addressing data center development may impact load growth and the need for additional utility infrastructure. Emera cannot predict future legislative, policy, or regulatory changes, whether caused by economic, political or other factors, or the resulting operating or compliance costs or other impacts. It may be difficult for Emera to respond in an effective and timely manner to such future legislative, policy or regulatory changes. Environmental Legislation: Emera is subject to extensive regulation by federal, provincial, state, regional and local authorities regarding environmental matters, primarily related to its utility operations. This includes laws, regulations and policies relating to GHG emissions, renewable energy standards, climate, air quality, water quality and usage, waste management, wastewater discharges, soil quality, aquatic and terrestrial habitats, hazardous waste, health, endangered species, and wildlife mortality. In some jurisdictions where Emera operates, government legislation and policy have mandated timelines for the shutdown of coal-fired generating facilities, set renewable energy generation targets, and introduced carbon pricing, and emissions limits. Over time, these could potentially lead to a portion of hydrocarbon infrastructure assets being subject to additional regulation and limitations in respect of GHG emissions and operations. Both the Government of Nova Scotia and the Government of Canada have enacted or introduced legislation that includes goals of net-zero GHG emissions by 2050. The Province of Nova Scotia has established targets with respect to the percentage of renewable energy in NSPI’s generation mix and reductions in GHG emissions, as well as the goal to phase out coal-fired electricity generation by 2030. The Government of Canada has also enacted regulations imposing emissions standards on coal-fired generation that would effectively require the decommissioning of such facilities. While Nova Scotia is exempted from such regulations through 2029, there is no guarantee that such exemption will continue into the future. Failure to meet such goals by 2030 or comply with applicable legislation or regulation could result in a Material Adverse Effect. Per- and polyfluoroalkyl substances (“PFAS”) are man-made chemicals that are widely used in consumer products and can persist and bio-accumulate in the environment. The Company does not manufacture PFAS but because these contaminants are ubiquitous in products and the environment, they could impact Emera’s operations. Changes in environmental laws and regulations related to PFAS could result in new costs or obligations for investigation and cleanup and change the Company’s land acquisition strategy for projects such as solar generation, which could result in a Material Adverse Effect. 46 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information These and new or revised environmental laws, regulations, policies, or interpretations of those laws, regulations or policies could result in a Material Adverse Effect by, among other things, preventing or delaying the development of energy infrastructure projects, restricting the use or output of certain facilities, requiring the early retirement of certain generation facilities that could result in stranded costs, limiting the availability or use of certain fuels required for the production of electricity, requiring additional pollution control equipment, curtailing sales of natural gas to new customers which could reduce future customer growth in Emera’s natural gas businesses, changing the nature and timing of capital investments, requiring significant capital investments, imposing operating or other costs associated with compliance including carbon taxes or emissions allowances, or by limiting or eliminating certain operations or rendering such operations uneconomical. Impacts could be more significant in the future as the result of new or revised laws or requirements or stricter or more expansive application of existing environmental laws, regulations and policies. Failure to recover environmental costs in a timely manner through rates may also result in a Material Adverse Effect. In addition to imposing continuing compliance obligations, there are permit requirements, laws and regulations authorizing the imposition of penalties for non-compliance, exposing Emera to legal or regulatory proceedings, disputes, civil fines, injunctive relief, criminal penalties and other sanctions, which could result in a Material Adverse Effect. Weather Risk A Material Adverse Effect may arise from seasonal weather variations impacting energy consumption, as well as severe weather events, changing air temperatures, wildfires and other severe weather conditions that are expected to become more frequent and intense in the future. For further details, refer to “Climate Risk”. The temperature, seasonal variations, and other weather conditions significantly influence the availability and demand for electricity and natural gas by customers, the price of energy commodities, such as fuel used by the Company’s rate regulated utilities, and the production of electricity at power generation facilities. For example, NSPI could see lower sales in winter months if temperatures are warmer than expected. Severe weather events or conditions such as hurricanes, floods, storm surge, tornadoes, droughts, fires, extreme temperatures, snow or ice storms, and other natural disasters create a risk of physical damage to the Company’s assets and a risk of extended service outages or fuel supply disruptions. For example, high winds can cause widespread damage to transmission and distribution infrastructure, solar generation, and wind-powered generation. Substantially all of the Company’s fossil fueled generation assets are located at or near coastal sites and, as such, are exposed to the separate and combined effects of rising sea levels and increasing storm intensity, including storm surges and flooding. Severe weather events or conditions could reduce revenues and require the Company to incur additional costs, such as repair and replacement costs, costs of replacement power and fuel, and increased insurance costs, impacting cash flows and resulting in the need to access additional financing sources. These could result in a Material Adverse Effect if not resolved or mitigated in a timely and efficient manner through insurance or regulatory cost recovery. This risk to transmission and distribution facilities is typically not insured and, as such, the restoration cost is generally recovered through regulatory processes, either in advance through reserves, or after the fact through the establishment of regulatory assets. Recovery is not assured, is subject to prudency review, and may be subject to delay resulting in increased debt and debt servicing costs. Severe weather events or other catastrophic natural disasters could also result in long-term reductions in demand for electricity or natural gas or the slowing of customer growth in one or more of the Company’s service territories, which could have a Material Adverse Effect. The impact of extreme weather events would be amplified if the same events affect multiple utilities in the Company’s portfolio. High winds, lack of precipitation, and accumulation of fallen dead vegetation also increase the risk of wildfires resulting from the Company’s infrastructure or for which the Company may otherwise have responsibility. If found to be responsible for such a fire, the Company could suffer material costs, losses and damages, all or some of which may not be recoverable through insurance, legal, regulatory cost recovery or other processes. If not recovered through these means, or if recovery is delayed, these could result in a Material Adverse Effect. Resulting costs could include fire suppression costs, regeneration, timber value, increased insurance costs and costs arising from damages and losses incurred by third parties. The Company purchases power from third-party owned hydroelectricity sources and operates hydroelectric generation in certain of its markets. Such generation depends on availability of water and the hydrological profile of water sources. Changes in precipitation patterns, water temperatures and air temperatures could adversely affect the availability of water and consequently the amount of electricity that may be produced from such facilities. EMERA 2025 ANNUAL REPORT 47
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Climate Risk Physical Risk: Changes in climate may negatively impact the Company’s operations as a result of increased frequency and intensity of weather events and related physical risks, any of which could result in a Material Adverse Effect (for more information refer to “Weather Risk” and “System Operating and Maintenance Risks”). An increase in physical risk associated with climate change can also adversely impact the cost and availability of insurance, insurance deductibles and self-retention, as well as credit ratings, which could affect credit risk spreads on new long-term debt and credit facilities, as well as their availability (refer to “Liquidity and Capital Markets Risk”). Transition Risk: As government policy related to the environment, renewable energy, and decarbonization continues to shift in various operating jurisdictions, the Company is exposed to increased uncertainty and risk arising from policy, legal, regulatory, technology, and market changes, which could result in a Material Adverse Effect. The energy transition will require the Company to address changes to environmental policies, laws and regulations which vary widely in operating jurisdictions (refer to “Environmental Legislation”). The Company’s ability to address transition risk for the long-term is impacted by this increased policy uncertainty and the need to balance stakeholder expectations for reliability and affordability of energy. The Company will be required to manage the impacts of these ongoing changes on customer demand and rates, while maintaining and integrating intermittent renewable energy and new technologies, making investments required to meet new resiliency and security standards, and adapting the Company’s infrastructure and generating capacity to meet load growth, changing customer demands, and usage patterns. The energy transition and the ability of the Company to achieve government mandated environmental requirements, will require significant capital investment, and is dependent upon many factors which are outside of the Company’s direct control, including the actions of governments, regulators, independent system operators, independent power producers, interconnected utilities, Indigenous communities, and other stakeholders; the development and commercialization of new and emerging technologies; and the use of offsets. These external factors and legislative, policy, or regulatory changes may cause the pace of the energy transition (including emissions reductions and the addition of more renewable energy) to materially differ from some stakeholder expectations. Depending on the regulatory response to government legislation and regulations, the Company may be exposed to the risk of reduced recovery through rates in respect of the affected assets. Given concerns regarding carbon-emitting generation, assets and businesses may, over time, become difficult or uneconomic to insure in commercial insurance markets. Some insurance companies have limited their exposure to coal-fired electricity generation and are evaluating the medium- and long-term impacts of changes in climate which may result in less insurance capacity, more restrictive coverage and increased premiums in the future. The Company could also face litigation or regulatory action related to environmental harms from GHG emissions or failure to substantiate certain environmental claims. The failure to effectively respond to risks associated with changes in climate could adversely affect the Company’s ability to deliver safe, reliable, and cost-effective service, the Company’s reputation with stakeholders, its ability to operate and grow, and the Company’s access to, and cost of, capital, each of which could result in a Material Adverse Effect. Cybersecurity Risk Emera is exposed to potential risks related to cyberattacks, data breaches, cyber-extortion, and unauthorized access that could result in a Material Adverse Effect. The Company increasingly relies on IT systems, networks and cloud infrastructure, and third-party service providers to effectively manage and safely operate its assets. This includes controls for interconnected systems of generation, distribution and transmission as well as financial, billing and other enterprise systems. As the Company operates critical energy infrastructure, it may be at greater risk of cyberattacks, which could include those from nation-state cyber threat actors. Major emerging and ongoing global conflicts may also elevate this risk, by increasing the sophistication, magnitude, and frequency of cyberattacks. Cyberattacks can reach the Company’s assets and information via their interfaces with third parties or the public internet and gain access to critical and non-critical infrastructures. Cyberattacks can also occur via personnel with access to critical assets or trusted networks. Methods used to attack critical assets could include generic or energy-sector-specific malware delivered via network transfer, removable media, attachments, links in e-mails or other communications, or social engineering. The methods used by attackers are continuously evolving and can be difficult to predict and detect and may become more sophisticated, frequent, severe, and difficult to stop to the extent that attackers are able to leverage evolving artificial intelligence (“AI”) models or tools. 48 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Despite security measures in place, the Company’s systems, assets and information could experience security breaches that could cause system failures, disrupt energy supply and delivery, business operations, or adversely affect safety. Such breaches could compromise customer, employee-related or other information systems and could result in loss of service to customers, unavailability of critical assets, safety issues, compromise billing and customer-facing information, such as outage maps, disrupt internal control and financial and back office processes, or result in the release, loss, corruption, destruction, and/or misuse of critical, sensitive, confidential or proprietary information, intellectual property, or personal information of customers or employees. These breaches could also delay delivery or result in contamination or degradation of hydrocarbon products the Company transports, stores or distributes. Cyberattacks or unauthorized access may cause lost revenues, costs, losses, regulatory penalties and third-party damages, all or some of which, may not be recoverable through insurance, legal, regulatory cost recovery or other processes. To the extent that Emera maintains cybersecurity insurance coverage, such coverage is subject to aggregate limits that, depending on the scope and scale of impacts to the Company, are more likely to be exhausted as a result of a sophisticated single cyberattack or if multiple events were to occur within a single policy period. There is no guarantee that the Company will be able to renew such coverage on acceptable terms in the future. Resulting costs could include, amongst others, response, recovery and remediation costs, increased protection or insurance costs, and costs arising from damages and losses incurred by third parties. This could result in a Material Adverse Effect and there is no assurance that cyberattacks or other security breaches can be adequately addressed in a timely manner. The Company seeks to manage these risks by aligning to a common set of cybersecurity standards and policies derived, in part, on the National Institute of Standards and Technology’s Cyber Security Framework, by following program maturity objectives, through periodic security assessments, by exercising and improving cybersecurity incident readiness and response programs, by hiring third-party cybersecurity experts, and through employee communication and training. With respect to certain of its assets, the Company is required to comply with rules and standards relating to cybersecurity and IT including, but not limited to, those mandated by bodies such as the North American Electric Reliability Corporation, Northeast Power Coordinating Council, and the United States Department of Homeland Security. The status of key elements of the Company’s cybersecurity program is reported to the SRC on a quarterly basis. The Board also oversees cybersecurity risk, which is included in a risk dashboard at each regularly scheduled Board meeting. The recruitment and retention of qualified cybersecurity talent is a global issue, and difficulties in securing such resources may adversely impact the Company’s ability to address these risks. Energy Consumption Risk Emera’s rate-regulated utilities are affected by demand for energy based on changing customer patterns due to fluctuations in a number of factors including general economic conditions, weather events, customers’ focus on energy efficiency, changes in rates, and advancements in new technologies such as rooftop solar, electric vehicles, data centers, and battery storage. Government policies promoting energy efficiency, distributed generation, and new technology developments that enable those policies, have the potential to impact how electricity enters the system and how it is bought and sold. In addition, increases in distributed generation may impact demand resulting in lower load and revenues. These changes could negatively impact Emera’s operations, rate base, net earnings, and cash flows and result in a Material Adverse Effect. Foreign Exchange Risk The Company is exposed to foreign currency exchange rate changes. Emera operates internationally, with a significant amount of the Company’s net income earned outside of Canada. As such, Emera is exposed to movements in exchange rates between the CAD and, particularly, the USD, which could positively or adversely affect results. Emera manages currency risks through matching US denominated debt to finance its US operations and may use foreign currency derivative instruments to hedge specific transactions and earnings exposure. The Company may enter FX forward and swap contracts to limit exposure on certain foreign currency transactions such as fuel purchases, revenue streams and capital expenditures, and on net income earned outside of Canada. The regulatory framework for the Company’s rate-regulated utilities permits the recovery of prudently incurred costs, including FX. The Company does not utilize derivative financial instruments for foreign currency trading or speculative purposes or to hedge the value of its investments in foreign subsidiaries. Exchange gains and losses on net investments in foreign subsidiaries do not impact net income as they are reported in Accumulated Other Comprehensive Income (Loss) (“AOCI”). EMERA 2025 ANNUAL REPORT 49
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Liquidity and Capital Markets Risk Liquidity risk relates to Emera’s ability to ensure sufficient funds are available to meet its financial obligations. Emera’s access to capital and cost of borrowing is subject to several risk factors, including financial market conditions, market disruptions and ratings assigned by various market analysts, including credit rating agencies. Disruptions in capital markets could prevent Emera from issuing new securities or cause the Company to issue securities with less than preferred terms and conditions. Emera’s growth plan requires significant capital investments and the risk associated with changes in interest rates could have an adverse effect on the cost of financing. The Company’s future access to capital and cost of borrowing may be impacted by various market disruptions. The inability to access cost-effective capital could have a Material Adverse Effect on Emera’s ability to fund its growth plan. Emera is subject to financial risk associated with changes in its credit ratings. There are a number of factors that rating agencies evaluate to determine credit ratings, including the Company’s business, its regulatory framework and legislative environment, political interference in the regulatory process, the ability to recover costs and earn returns, diversification, leverage, liquidity and increased exposure to impacts related to changes in climate, including increased frequency and severity of hurricanes and other severe weather events. A decrease in a credit rating could result in higher interest rates in future financings, increased borrowing costs under certain existing credit facilities, limit access to the commercial paper market, or limit the availability of adequate credit support for subsidiary operations. For certain derivative instruments, if the credit ratings of the Company were reduced below investment grade, the full value of the net liability of these positions could be required to be posted as collateral. The Company has exposure to its own common share price through the issuance of various forms of stock-based compensation, which affect earnings through revaluation of the outstanding units every period. The Company uses equity derivatives to reduce the earnings volatility derived from stock-based compensation. General Economic Risk The Company has exposure to the macro-economic conditions in North America and in other geographic regions in which Emera operates. Like most utilities, economic factors such as consumer income, employment and housing affect demand for electricity and natural gas and, in turn, the Company’s financial results. Adverse changes in general economic conditions and inflation may impact the ability of customers to afford rate increases arising from increases to fuel, operating, capital, environmental compliance, and other costs, which could result in a Material Adverse Effect. This may also result in higher credit and counterparty risk, adverse shifts in government policy and legislation, and/or increased risk to full and timely recovery of costs and regulatory assets. Interest Rate Risk: Emera utilizes a combination of fixed and floating rate debt financing for operations and capital expenditures, resulting in an exposure to interest rate risk. For Emera’s rate-regulated utilities, the cost of debt is a component of rates and prudently incurred debt costs are recovered from customers. Regulatory ROE will generally follow the direction of interest rates, such that regulatory ROEs are likely to fall in times of reducing interest rates and rise in times of increasing interest rates, albeit not directly and generally with a lag period reflecting the regulatory process. Rising interest rates may also negatively affect the economic viability of project development and acquisition initiatives. Interest rates could also be impacted by changes in credit ratings. For more information, refer to “Liquidity and Capital Markets Risk”. As with most other utilities and other similar yield-returning investments, Emera’s share price may be affected by changes in interest rates and could underperform the market in an environment of rising interest rates. Inflation Risk: The Company may be exposed to changes in inflation that may result in increased operating and maintenance costs, capital investment, and fuel costs compared to the revenues provided by customer rates. Public Health Crisis Risk An outbreak of infectious disease, a pandemic or other public health threats, or a fear of any of the foregoing, could result in a Material Adverse Effect. This could include causing operating, supply chain and project development delays and disruptions, labour shortages and shutdowns (including as a result of government regulation and prevention measures), which could have a negative impact on the Company’s operations. 50 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Any adverse changes in general economic and market conditions arising as a result of a public health threat could negatively impact demand for electricity and natural gas, revenue, operating costs, timing and extent of capital investments, capital market activities, and counterparty risk; which could result in a Material Adverse Effect. Health and Safety The Company’s operations inherently involve risk to the health and safety of employees, contractors and members of the public. Personal injury or loss of life resulting from failure to implement or observe appropriate health and safety procedures or comply with health and safety laws and regulations could result in adverse operational, reputational, legal, regulatory, or financial impacts, any of which could have a Material Adverse Effect. Project Development and Land Use Rights Risk The Company’s capital plan includes significant investment in generation, infrastructure modernization, and customer-focused technologies. Any projects planned or currently in construction, particularly significant capital projects, may be subject to risks that could result in a Material Adverse Effect including, but not limited to, impact on costs from schedule delays, increased demand for renewable energy inputs, risk of cost overruns, ensuring compliance with operating and environmental requirements and other events within or beyond the Company’s control. The Company’s projects may also require approvals and permits at the federal, provincial, state, regional and local levels. There is no assurance that Emera will be able to obtain the necessary project approvals or applicable permits or receive regulatory approval to recover the costs in rates. Some of the Company’s assets are located on land owned by third parties, including Indigenous Peoples, and may be subject to land claims. Present or future assets may be located on lands that have been used for traditional purposes and therefore subject to specific consultations, consents, or conditions for development or operation. If the Company’s rights to locate and operate its assets on any such lands are subject to expiry or become invalid, it may incur material costs to renew rights or obtain such rights. If reasonable terms for land-use rights cannot be negotiated, the Company may incur significant costs to remove and relocate its assets and restore the land. Additional costs incurred could cause projects to be uneconomical to proceed. Counterparty Risk Emera is exposed to risk related to its reliance on certain key partners, suppliers, and customers, any of whom may endure financial challenges resulting from commodity price and market volatility, economic instability or adversity, adverse political or regulatory changes and other causes which may cause or contribute to such parties’ insolvency, bankruptcy, restructuring or default on their contractual obligations to Emera. Emera is also exposed to potential losses related to amounts receivable from customers, energy marketing collateral deposits and derivative assets due to a counterparty’s non-performance under an agreement. There is no assurance that management strategies will be effective, and significant counterparty defaults could result in a Material Adverse Effect. Supply Chain Risk Emera’s ability to meet customer energy requirements, respond to storm-related disruptions and execute on the capital investment program in a cost-effective and timely manner are dependent on maintaining an efficient supply chain. Domestic and global supply chain issues may delay the delivery, increase the cost, or result in shortages of certain materials, fuel, equipment and other resources that are critical to the Company’s operations. These disruptions may be further exacerbated by trade restrictions, inflationary pressures, labour shortages, more frequent and severe weather events, government incentives increasing demand for clean energy projects, changes in carbon-related costs, policies and regulations, and the impact of international conflicts. In addition, the imposition of custom duties or other tariffs, or an increase in trade restrictions in the future could have a Material Adverse Effect. Fuel Supply Disruptions: Emera’s electric and natural gas utilities are exposed to the risk of fuel supply chain disruptions, both within and outside their service territories. Fuel supply disruptions may be caused by damage to, operational issues with, terrorist or cyberattacks on, impacts of severe weather or natural disasters on, third party fuel production, storage, pipeline, and distribution facilities. A significant unanticipated fuel supply disruption could result in increased exposure to commodity price risk for Emera’s regulated electric and gas utilities and Emera Energy, disruption to utility operations, and adverse reputational impacts, any of which could have a Material Adverse Effect. EMERA 2025 ANNUAL REPORT 51
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Commodity Price Risk The Company’s utility fuel supply and purchase of other commodities is subject to commodity price risk. In addition, Emera Energy is subject to commodity price risk through its portfolio of commodity contracts and arrangements. Regulated Utilities: The Company’s utility fuel supply is exposed to broader global market conditions, which may include impacts on delivery reliability and price, despite contracted terms. Supply and demand dynamics in fuel markets can be affected by a wide range of factors which are difficult to predict and may change rapidly, including but not limited to, currency fluctuations, changes in global economic conditions, natural disasters, transportation or production disruptions, and geo-political risks, such as political instability, conflicts, changes to international trade agreements, tariffs, trade sanctions or embargos. Prolonged and substantial increases in fuel prices could result in decreased rate affordability, increased risk of recovery of costs or regulatory assets, and/or negative impacts on customer consumption patterns and sales, any of which could result in a Material Adverse Effect. Emera Energy Marketing and Trading: The majority of Emera Energy’s portfolio of electricity and gas marketing and trading contracts and, in particular, its natural gas asset management arrangements, are contracted on a back-to-back basis, avoiding any material long or short commodity positions. However, the portfolio is subject to commodity price risk, particularly with respect to basis point differentials between relevant markets in the event of an operational issue, imposition of tariffs, or counterparty default. Changes in commodity prices can also result in increased collateral requirements associated with physical contracts and financial hedges, resulting in higher liquidity requirements and increased costs to the business. Future Employee Benefit Plan Performance and Funding Risk Emera subsidiaries have both defined benefit and defined contribution employee pension plans that cover employees and retirees. All defined benefit plans are closed to new entrants, except for the TECO Holdings Group Retirement Plan and the Grand Bahama Power Company Limited Union Employees’ Pension Plan. The cost of providing these benefit plans varies depending on plan provisions, interest rates, inflation, investment performance and actuarial assumptions concerning the future. Actuarial assumptions include earnings on plan assets, discount rates (interest rates used to determine funding levels, contributions to the plans and the pension and post-retirement liabilities) and expectations around future salary growth, inflation and mortality. The three largest drivers of cost are investment performance, interest rates and inflation, which are affected by global financial and capital markets. Depending on future interest rates and future inflation and actual versus expected investment performance, Emera could be required to make larger contributions in the future to fund these plans, which could have a Material Adverse Effect. Labour Risk Emera’s ability to deliver service to its customers and to execute its growth plan depends on attracting, developing and retaining a skilled workforce. Utilities are faced with demographic challenges related to trades, technical staff and engineers with an increasing number of employees expected to retire over the next several years. Failure to attract, develop and retain an appropriately qualified workforce could have a Material Adverse Effect. Approximately 30 per cent of Emera’s labour force is represented by unions and subject to collective labour agreements. The inability to maintain or negotiate future agreements on acceptable terms could result in higher labour costs and work disruptions, which could adversely affect service to customers and have a Material Adverse Effect. 52 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Technology Risk Emera relies on various technology systems to manage operations, including increasing reliance on solutions operated by third parties, such as software as a service and third-party cloud hosting. This subjects Emera to inherent costs and risks associated with maintaining, upgrading, replacing and changing these systems. This includes impairment of its operations, potential disruption of internal control systems, substantial capital expenditures, demands on management time and other risks of delays, difficulties in upgrading existing systems, transitioning to new systems or integrating new systems into its current systems. Technological reliance may increase vulnerability to cyberattacks and data breaches and increase operational reliance on technology systems and third parties. The rapid evolution of AI has the potential to disrupt existing business models and markets and could result in a Material Adverse Effect. If the Company does not successfully integrate AI in a timely and cost-effective manner, it may not fully realize anticipated efficiencies, cost savings, or service improvements. If AI systems or tools do not operate as expected, it could result in adverse operational, safety, reputational, financial, legal, privacy, data security, or other outcomes. Emera’s digital transformation strategy, including investment in infrastructure modernization, emerging technologies such as Generative AI, and customer focused technologies, is driving increased investment in technology solutions, resulting in increased project risks associated with the implementation of these solutions. Income Tax Risk The computation of the Company’s provision for income taxes is impacted by changes in tax legislation in Canada, the US and the Caribbean and any such changes could have a Material Adverse Effect. The value of Emera’s existing deferred income tax assets and liabilities are determined by existing tax laws and could be negatively impacted by changes in laws. System Operating and Maintenance Risks The safe and reliable operation of electric generation and electric and natural gas transmission and distribution systems is critical to Emera’s operations. There are a variety of hazards and operational risks inherent in operating electric utilities and natural gas transmission and distribution pipelines. Electric generation, transmission and distribution operations can be impacted by risks such as mechanical failures, supply chain issues impacting timely access to critical equipment, activities of third parties, terrorism, cyberattacks, human error, damage to facilities, and infrastructure caused by hurricanes, storms, falling trees, lightning strikes, floods, fires and other natural disasters. Natural gas pipeline operations can be impacted by risks such as leaks, explosions, mechanical failures, activities of third parties, terrorism, cyberattacks, and damage to the pipeline facilities and equipment caused by hurricanes, storms, floods, fires and other natural disasters. Electric utility and natural gas transmission and distribution pipeline operation interruption could negatively affect customer and public confidence, and public safety, cause damage to Company infrastructure or third-party property, and have a Material Adverse Effect. Insurance, warranties, or recovery through regulatory mechanisms may not cover any or all these losses, which could have a Material Adverse Effect. Uninsured Risk Emera and its subsidiaries maintain insurance to cover accidental loss suffered to its facilities and to provide indemnity in the event of liability to third parties. A significant portion of Emera’s electric utilities’ transmission and distribution assets and its gas utilities’ distribution assets are not insured, as is customary in the industry, as the cost of coverage is prohibitive. In addition, Emera accepts deductibles and self-insured retentions under its various insurance policies. Insurance is subject to coverage limits as well as time sensitive claims discovery and reporting provisions and there can be no assurance that the types of liabilities or losses that may be incurred will be covered by insurance. The occurrence of significant uninsured claims, claims in excess of the insurance coverage limits, or claims that fall within a significant self-insured retention could have a Material Adverse Effect, if regulatory recovery is not available. EMERA 2025 ANNUAL REPORT 53
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Risk Management Including Financial Instruments The Company uses financial instruments as a method to manage its exposure to normal operating and market risks relating to commodity prices, interest rates, FX on forecast USD earnings and cash flows and forecast future cash settlements of deferred compensation obligations. In addition, the Company has contracts for the physical purchase and sale of commodities. Collectively, these contracts and financial instruments are considered derivatives. The Company recognizes the FV of all its derivatives on its balance sheet, except for non-financial derivatives that meet the normal purchases and normal sales (“NPNS”) exception. Physical contracts that meet the NPNS exception are not recognized on the balance sheet; these contracts are recognized in income when they settle. A physical contract generally qualifies for the NPNS exception if the transaction is reasonable in relation to the Company’s business needs, the counterparty owns or controls resources within the proximity to allow for physical delivery, the Company intends to receive physical delivery of the commodity, and the Company deems the counterparty creditworthy. The Company continually assesses contracts designated under the NPNS exception and will discontinue the treatment of these contracts under this exemption if the criteria are no longer met. Derivatives qualify for hedge accounting if they meet stringent documentation requirements and can be proven to effectively hedge identified risk both at the inception and over the term of the instrument. Specifically, for cash flow hedges, change in the FV of derivatives is deferred to AOCI and recognized in income in the same period the related hedged item is realized. Where documentation or effectiveness requirements are not met, the derivatives are recognized at FV with any changes in FV recognized in net income in the reporting period, unless deferred as a result of regulatory accounting. Derivatives entered into by NSPI, NMGC and GBPC that are documented as economic hedges or for which the NPNS exception has not been taken, are subject to regulatory accounting treatment. The change in FV of the derivatives is deferred to a regulatory asset or liability. The gain or loss is recognized in the hedged item when the hedged item is settled. Any gains or losses resulting from settlement of these derivatives related to fuel for generation and purchased power or cost of natural gas are expected to be refunded to or collected from customers in future rates. TEC and PGS have no derivatives related to hedging. Derivatives that do not meet any of the above criteria are designated as HFT, with changes in FV normally recorded in net income of the period. The Company has not elected to designate any derivatives to be included in the HFT category where another accounting treatment would apply. Derivative Assets and Liabilities Recognized on the Balance Sheet As at December 31 December 31 millions of dollars 2025 2024 Regulatory Deferral: Derivative instrument assets (1) $ 24 $ 45 Derivative instrument liabilities (2) (34) (40) Regulatory assets (1) 36 53 Regulatory liabilities (2) (25) (44) Net asset $ 1 $ 14 HFT Derivatives: Derivative instrument assets (1) $ 158 $ 122 Derivatives instruments liabilities (2) (614) (542) Net liability $ (456) $ (420) Other Derivatives: Derivative instrument assets (1) $ 16 $ — Derivatives instruments liabilities (2) (1) (36) Net asset (liability) $ 15 $ (36) (1) Current, other and assets held for sale. (2) Current, long-term and liabilities associated with assets held for sale. 54 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Realized and Unrealized Gains (Losses) Recognized in Net Income For the Year ended December 31 millions of dollars 2025 2024 Regulatory Deferral: Regulated fuel for generation and purchased power (1) $ (14) $ (44) HFT Derivatives: Non-regulated operating revenues $ 467 $ 207 Other Derivatives: OM&G $ 41 $ 14 Other income, net 23 (56) Net gains (losses) $ 64 $ (42) Total net gains $ 517 $ 121 (1) Realized gains (losses) on derivative instruments settled and consumed in the period, hedging relationships that have been terminated or the hedged transaction is no longer probable. Realized gains (losses) recorded in inventory will be recognized in “Regulated fuel for generation and purchased power” when the hedged item is consumed. As of December 31, 2025, the unrealized gain in AOCI was $10 million, after-tax (December 31, 2024 – $12 million, after-tax). For the year ended December 31, 2025, unrealized gains of $2 million (December 31, 2024 – $2 million) were reclassified into interest expense. Disclosure and Internal Controls Management is responsible for establishing and maintaining adequate disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”). The Company’s internal control framework is based on criteria published in the Internal Control Integrated Framework (2013), a report issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Management, including the Chief Executive Officer and Chief Financial Officer, evaluated the design and effectiveness of the Company’s DC&P and ICFR as at December 31, 2025 to provide reasonable assurance regarding the reliability of financial reporting in accordance with USGAAP. Management recognizes the inherent limitations in internal control systems, no matter how well designed. Control systems determined to be appropriately designed can only provide reasonable assurance with respect to the reliability of financial reporting and may not prevent or detect all misstatements. Change in ICFR In April 2025, the Company experienced a Cybersecurity Incident that impacted certain financial systems and processes at its Canadian affiliates. As a result, the Company transitioned these to business continuity processes and implemented additional ICFR during this period. This transition to business continuity processes resulted in a material change in the Company’s ICFR at Canadian affiliates during the quarter ended June 30, 2025. Since this time, the Company has restored certain financial systems and transitioned back from corresponding business continuity processes, which resulted in a material change in the Company’s ICFR at its Canadian affiliates during the second half of 2025. For more information on the Cybersecurity Incident, refer to the “Other Developments” section. There were no other changes in the Company’s ICFR, during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. EMERA 2025 ANNUAL REPORT 55
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Critical Accounting Estimates The preparation of consolidated financial statements in accordance with USGAAP requires management to make estimates and assumptions. These may affect reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant areas requiring use of management estimates relate to rate-regulated assets and liabilities, accumulated reserve for cost of removal, pension and post-retirement benefits, unbilled revenue, useful lives for depreciable assets, goodwill and long-lived assets impairment assessments, income taxes, asset retirement obligations (“ARO”), and valuation of financial instruments. Management evaluates the Company’s estimates on an ongoing basis based upon historical experience, current and expected conditions and assumptions believed to be reasonable at the time the assumption is made, with any adjustments recognized in income in the year they arise. Rate Regulation The rate-regulated accounting policies of Emera’s rate-regulated subsidiaries and regulated equity investments are subject to examination and approval by their respective regulators and may differ from the accounting policies of non-rate-regulated companies. Differences occur when regulators render their decisions on rate applications or other matters, and generally involve a difference in the timing of revenue and expense recognition. The accounting for these items is based on expectations of the future actions of the regulators. Assumptions and judgments used by regulatory authorities continue to have an impact on recovery of costs, rates earned on invested capital, and the timing and amount of assets to be recovered. Application of regulatory accounting guidance is a critical accounting policy as a change in these assumptions may result in a material impact on reported assets, liabilities and the results of operations. As at December 31, 2025, the Company had recorded $3,198 million (2024 – $3,427 million) of regulatory assets and $1,669 million (2024 – $1,880 million) of regulatory liabilities. Accumulated Reserve – Cost of Removal TEC, PGS, NMGC and NSPI recognize non-ARO costs of removal (“COR”) as regulatory liabilities. The non-ARO COR represents estimated funds received from customers through depreciation rates to cover future COR of PP&E upon retirement that are not legally required. The companies accrue for COR over the life of the related assets based on depreciation studies approved by their respective regulators. Costs are estimated based on historical experience and future expectations, including expected timing and estimated future cash outlays. As at December 31, 2025, the balance of the accumulated reserve – COR within regulatory liabilities was $729 million (2024 – $733 million). Pension and Other Post-Retirement Employee Benefits The Company provides post-retirement benefits to employees, including defined benefit pension plans. The cost of providing these benefits is dependent upon many factors that result from actual plan experience and assumptions of future expectations. The accounting related to employee post-retirement benefits is a critical accounting estimate. Changes in the estimated benefit obligation, affected by employee demographics—including age, compensation levels, employment periods, contribution levels and earnings—could have a material impact on reported assets, liabilities, accumulated other comprehensive income and results of operations. Changes in key actuarial assumptions, including anticipated rates of return on plan assets and discount rates used in determining the accrued benefit obligation and benefit costs, could change annual funding requirements. This could have a significant impact on the Company’s annual earnings and cash requirements. Pension plan assets are comprised primarily of equity and fixed income investments. Fluctuations in actual equity market returns and changes in interest rates may result in changes to pension costs in future periods. The Company’s accounting policy is to amortize the net actuarial gain or loss that exceeds 10 per cent of the greater of the projected benefit obligation / accumulated post-retirement benefit obligation (“PBO”) and the market-related value of assets, over active plan members’ average remaining service period, or over expected average remaining lifetime of inactive members, depending on the makeup of Plan memberships. For the largest plans this is currently 16.4 years (8.0 years for 2025 benefit cost) for Canadian plans and a weighted average of 11.5 years for US plans. The Company’s use of smoothed asset values reduces volatility related to amortization of actuarial investment experience. As a result, the main cause of volatility in reported pension cost is the discount rate used to determine the PBO. 56 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information The discount rate used to determine benefit costs is based on the yield of high quality long-term corporate bonds in each operating entity’s country and is determined with reference to bonds which have the same duration as the PBO as at January 1 of the fiscal year. The following table shows the discount rate for benefit cost purposes and the expected return on plan assets for each plan: 2025 2024 Discount rate Discount rate for benefit Expected return for benefit Expected return cost purposes on plan assets cost purposes on plan assets TECO Holdings Group Retirement Plan 5.66% 7.05% 5.27% 7.05% TECO Holdings Group Supplemental Executive 5.41% N/A 5.15% N/A Retirement Plan (1) TECO Holdings Group Benefit Restoration Plan (1) 5.55% N/A 5.18% N/A TECO Holdings Post-retirement Health 5.69% N/A 5.28% N/A and Welfare Plan NMGC Retiree Medical Plan 5.67% 4.25% 5.28% 4.25% NSPI 4.63%, 4.72% 6.00% 4.63%, 4.62% 6.00% GBPC Salaried 5.75% 6.00% 5.75% 6.00% GBPC Union 5.75% 5.35% 5.75% 5.35% (1) The discount rate for benefit cost purposes is updated throughout the year as special events occur, such as settlements and curtailments Based on management’s estimate, the reported benefit cost for defined benefit and defined contribution plans was $51 million in 2025 (2024 – $56 million). The reported benefit cost is impacted by numerous assumptions, including the discount rate and asset return assumptions. A 0.25 per cent change in the discount rate and asset return assumptions would have had +/- impact on the 2025 benefit cost of $0.5 million and $2.0 million, respectively (2024 – $0.5 million and $3.0 million). Unbilled Revenue Electric and gas revenues are billed on a systematic basis over a one or two-month period for NSPI and a one-month period for other Emera utilities. At the end of each month, the Company must make an estimate of energy delivered to customers since the date their meter was last read and determine related revenues earned but not yet billed. The unbilled revenue is estimated based on several factors, including current month’s generation, estimated customer usage by class, weather, line losses, inter-period changes to customer classes and applicable customer rates. Based on the extent of estimates included in determination of unbilled revenue, actual results may differ from the estimate. At December 31, 2025, unbilled revenues totalled $400 million (2024 – $342 million) on total regulated operating revenues of $8,571 million (2024 – $7,447 million). PP&E PP&E represents 61 per cent of total assets on the Company’s consolidated balance sheet and includes generation, transmission and distribution, and other assets of the Company. Depreciation is determined by the straight-line method, based on the estimated remaining service lives of depreciable assets in each category. The service lives of regulated PP&E are determined based on depreciation studies and require appropriate regulatory approval. Due to the magnitude of the Company’s PP&E, changes in estimated depreciation rates can have a material impact on depreciation expense and accumulated depreciation. Depreciation expense was $1,259 million for the year ended December 31, 2025 (2024 – $1,135 million). EMERA 2025 ANNUAL REPORT 57
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Goodwill Impairment Assessments Goodwill is calculated as the excess of the purchase price of an acquired entity over the estimated FV of identifiable assets acquired, and liabilities assumed at the acquisition date. Goodwill is subject to assessment for impairment at the reporting unit level annually, or if an event or change in circumstances indicates that the FV of a reporting unit may be below its carrying value. Application of the goodwill impairment test requires management judgment on significant assumptions and estimates. When assessing goodwill for impairment, the Company has the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. In performing a qualitative assessment, management considers, among other factors, macroeconomic conditions, industry and market considerations and overall financial performance. If the Company performs a qualitative assessment and determines it is more likely than not that its FV is less than its carrying amount, or if the Company chooses to bypass the qualitative assessment, a quantitative test is performed. The quantitative test compares the FV of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its FV, an impairment loss is recorded. Significant assumptions used in estimating the FV of a reporting unit include discount and growth rates, rate case assumptions including future cost of capital, valuation of the reporting units’ net operating loss (“NOL”), and projected operating and capital cash flows. Adverse changes in these assumptions could result in a future material impairment of the goodwill assigned to Emera’s reporting units. As of December 31, 2025, Emera’s goodwill represents the excess of the acquisition purchase price for the TEC and PGS reporting units over the FV assigned to identifiable assets acquired and liabilities assumed. In Q3 2024, Emera entered into an agreement to sell NMGC. As a result, a quantitative goodwill impairment assessment was performed on the NMGC reporting unit at that time and the Company recorded a goodwill impairment charge of $210 million ($198 million, after-tax) or $155 million USD ($146 million USD, after-tax) in Q3 2024. The reduced NMGC goodwill balance of $289 million is included in the NMGC disposal unit classified as held for sale. For further details, refer to note 23 in the consolidated financial statements. In Q4 2025, a qualitative assessment was performed for PGS and TEC, given the significant excess of FV over carrying amounts calculated during the last quantitative tests in Q4 2024 and Q4 2023, respectively. Management concluded it was more likely than not that the FV of these reporting units exceeded their carrying amounts, including goodwill. As such, no quantitative testing was required. As of December 31, 2025, the Company had goodwill with a total carrying amount of $5,580 million (2024 – $5,858 million). The change in the carrying value of goodwill from 2024 to 2025 was a result of the effect of the FX translation of Emera’s foreign affiliates. Long-Lived Assets Impairment Assessments The Company assesses whether there has been an impairment of long-lived assets and intangibles when a triggering event occurs, such as a significant market disruption or the sale of a business. The assessment involves comparing undiscounted expected future cash flows, to the carrying value of the asset. When the undiscounted cash flow analysis indicates a long-lived asset is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset over its estimated FV. The Company believes accounting estimates related to asset impairments are critical estimates, as they are highly susceptible to change and the impact of an impairment on reported assets and earnings could be material. Management is required to make assumptions based on expectations regarding results of operations for significant/indefinite future periods and current and expected market conditions in such periods. Markets can experience significant uncertainties. Estimates based on the Company’s assumptions relating to future results of operations or other recoverable amounts are based on a combination of historical experience, fundamental economic analysis, observable market activity and independent market studies. The Company’s expectations regarding uses and holding periods of assets are based on internal long-term budgets and projections, which consider external factors and market forces, as of the end of each reporting period. Assumptions made by management are consistent with generally accepted industry approaches and assumptions used for valuation and pricing activities. In 2025, impairment charges of $75 million ($71 million after-tax) were recognized related to the NMGC disposal group classified as held for sale and were recorded in “Impairment charges” on the Consolidated Income Statement. In 2024, impairment charges of $19 million ($14 million after-tax) were recognized on certain assets, $8 million of which was included in “Other income, net” with $11 million included in “Impairment charges” on the Consolidated Statements of Income. 58 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Income Taxes Income taxes are determined based on expected tax treatment of transactions recorded in the consolidated financial statements. In determining income taxes, tax legislation is interpreted in a variety of jurisdictions, the likelihood that deferred income tax assets will be recovered from future taxable income is assessed, and assumptions are made about expected timing of reversal of deferred income tax assets and liabilities. Uncertainty associated with application of tax statutes and regulations and outcomes of tax audits and appeals, requires that judgments and estimates be made in the accrual process and in calculation of effective tax rates. Only income tax benefits that meet the “more likely than not” threshold may be recognized or continue to be recognized. Unrecognized tax benefits are evaluated quarterly and changes are recorded based on new information, including issuance of relevant guidance by the courts or tax authorities and developments occurring in examinations of the Company’s tax returns. The Company believes accounting estimates related to income taxes are critical estimates. Realization of deferred income tax assets depends on the generation of sufficient taxable income, both operating and capital, in future periods. A change in estimated valuation allowance could have a material impact on reported assets and results of operations. Administrative actions of tax authorities, changes in tax law or regulation, and uncertainty associated with the application of tax statutes and regulations, could change the Company’s estimate of income taxes, including the potential for elimination or reduction of the Company’s ability to realize tax benefits and to utilize deferred income tax assets. Asset Retirement Obligations Measurement of the FV of AROs requires the Company to make reasonable estimates concerning the method and timing of settlement associated with legally obligated costs. There are uncertainties in estimating future asset-retirement costs due to potential events, such as changing legislation or regulations, and advances in remediation technologies. Emera has AROs associated with remediation of generation, transmission, distribution and pipeline assets. An ARO represents the FV of estimated cash flows necessary to discharge the future obligation using the Company’s credit-adjusted risk-free rate. The amounts are reduced by actual expenditures incurred. Estimated future cash flows are based on completed depreciation studies, remediation reports, prior experience, estimated useful lives, and governmental regulatory requirements. The present value of the liability is recorded and the carrying amount of the related long-lived asset is correspondingly increased. The amount capitalized at inception is depreciated in the same manner as the related long-lived asset. Over time, the liability is accreted to its estimated future value. Accretion expense is included as part of “Depreciation and amortization expense”. Any accretion expense not yet approved by the regulator is recorded in “PP&E” and included in the next depreciation study. Accordingly, changes to the ARO or cost recognition attributable to changes in the factors discussed above, should not impact the results of operations of the Company. Some of the Company’s transmission and distribution assets may have conditional AROs that are not recognized in the consolidated financial statements as the FV of these obligations could not be reasonably estimated given insufficient information to do so. A conditional ARO refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. Management monitors these obligations and a liability is recognized at FV when an amount can be determined. As at December 31, 2025, AROs recorded on the balance sheet were $228 million (2024 – $217 million). The Company estimates the undiscounted amount of cash flow required to settle the obligations is approximately $474 million (2024 – $453 million), which will be incurred between 2026 and 2061. The majority of these costs will be incurred between 2035 and 2051. Financial Instruments The Company is required to determine the FV of all derivatives except those that qualify for the NPNS exception. FV is the price that would be received for the sale of an asset or paid to transfer a liability in an orderly arms-length transaction between market participants at the measurement date. FV measurements are required to reflect assumptions that market participants would use in pricing an asset or liability based on the best available information, including the risks inherent in a particular valuation technique, such as a pricing model, and the risks inherent in the inputs to the model. EMERA 2025 ANNUAL REPORT 59
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Level Determinations and Classifications The Company uses Level 1, 2, and 3 classifications in the FV hierarchy. The FV measurement of a financial instrument is included in only one of the three levels and is based on the lowest level input significant to the derivation of the FV. FV is determined, directly or indirectly, using inputs that are observable for the asset or liability. Only in limited circumstances does the Company enter into commodity transactions involving non-standard features where market observable data is not available or have contract terms that extend beyond five years. Changes in Accounting Policies and Practices The new USGAAP accounting policy that is applicable to, and adopted by the Company in 2025, is described as follows: Improvements to Income Tax Disclosures The Company adopted Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, effective December 31, 2025. The standard enhances the transparency, decision usefulness and effectiveness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the reconciliation of income taxes computed using the enacted statutory income tax rate to the actual income tax provision and effective income tax rate, as well as the disaggregation of income taxes paid (refunded) by jurisdiction. Adoption of the standard resulted in additional disclosures provided in note 11 and note 31 of Emera’s consolidated financial statements. Future Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the Financial Accounting Standards Board (“FASB”). The following updates have been issued by the FASB but, as allowed, have not yet been adopted by Emera. Any ASUs not included below were assessed and determined to be either not applicable to the Company or to have an insignificant impact on the consolidated financial statements. Accounting for Government Grants Received by Business Entities In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities. The ASU adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. The guidance will be effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The standard updates are to be applied using either a modified prospective, modified retrospective, or full retrospective approach, as detailed in the ASU. The Company is currently evaluating the impact of adoption of the standard update on its consolidated financial statements. Targeted Improvements to the Accounting for Internal-Use Software In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The standard update modernizes accounting for internal-use software by eliminating references to project stages and clarifying the threshold to begin capitalizing costs. The standard update also specifies that the disclosure requirements under ASC 360, Property, Plant and Equipment, apply to capitalized software costs accounted under ASC 350-40. The guidance will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The standard updates are to be applied using either a prospective, retrospective, or modified transition approach. The Company is currently evaluating the impact of adoption of the standard update on its consolidated financial statements. Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting – Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of adoption of the standard update on its consolidated financial statements disclosures. 60 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Summary of Quarterly Results For the quarter ended millions of dollars Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 (except per share amounts) 2025 2025 2025 2025 2024 2024 2024 2024 Operating revenues $ 2,006 $ 2,106 $ 1,988 $ 2,676 $ 1,763 $ 1,802 $ 1,617 $ 2,018 Net income attributable $ 68 $ 228 $ 135 $ 583 $ 154 $ 4 $ 129 $ 207 to common shareholders EPS – basic $ 0.23 $ 0.76 $ 0.45 $ 1.96 $ 0.52 $ 0.01 $ 0.45 $ 0.73 EPS – diluted $ 0.25 $ 0.76 $ 0.45 $ 1.96 $ 0.52 $ 0.01 $ 0.45 $ 0.73 Quarterly operating revenues and adjusted net income are affected by seasonality. The first quarter provides strong earnings contributions due to a significant portion of the Company’s operations being in northeastern North America, where winter is the peak electricity usage season. The third quarter provides strong earnings contributions due to summer being the heaviest electric consumption season in Florida. Seasonal and other weather patterns, as well as the number and severity of storms, can affect demand for energy and the cost of service. Quarterly results could also be affected by items outlined in the “Significant Items Affecting Earnings” section. Quarter-over-quarter variances are discussed further below. Q4 2025 compared to Q4 2024 For explanation of variances, refer to the “Consolidated Income Statement Highlights” section. Q3 2025 compared to Q3 2024 For Q3 2025, net income attributable to common shareholders, compared to Q3 2024, increased $224 million, primarily due to charges related to the pending sale of NMGC recognized in Q3 2024; and increased earnings at TEC. These were partially offset by increased MTM losses; lower earnings at NSPI and NMGC; and higher Corporate costs. The change in EPS was also impacted by an increase in weighted average shares outstanding. Q2 2025 compared to Q2 2024 Q2 2025 net income attributable to common shareholders increased by $6 million primarily due to decreased MTM losses; increased earnings at TEC, EES, and NMGC; higher Corporate income tax recovery; and decreased Corporate OM&G. These were partially offset by the gain on sale of LIL recognized in Q2 2024; charges related to the pending sale of NMGC recognized in Q2 2025; lower earnings at NSPI; decreased equity earnings from LIL; and increased Corporate interest expense. Q2 2025 EPS –basic and diluted were consistent with Q2 2024. Q1 2025 compared to Q1 2024 Q1 2025 net income attributable to common shareholders increased by $376 million and EPS – basic and diluted increased by $1.23 compared to Q1 2024. The increases were primarily due to decreased MTM losses; increased earnings at TEC, NSPI, EES and NMGC; the impact of a weaker CAD; and decreased Corporate OM&G. These changes were partially offset by decreased income from equity investments due to the sale of LIL. The change in EPS was also impacted by an increase in weighted average shares outstanding. EMERA 2025 ANNUAL REPORT 61
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Consolidated Financial Statements 62 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Management Report Management’s Responsibility for Financial Reporting The accompanying consolidated financial statements of Emera Incorporated and the information in this annual report are the responsibility of management and have been approved by the Board of Directors (“Board”). The consolidated financial statements have been prepared by management in accordance with United States Generally Accepted Accounting Principles. When alternative accounting methods exist, management has chosen those it considers most appropriate in the circumstances. In preparation of these consolidated financial statements, estimates are sometimes necessary when transactions affecting the current accounting period cannot be finalized with certainty until future periods. Management represents that such estimates, which have been properly reflected in the accompanying consolidated financial statements, are based on careful judgments and are within reasonable limits of materiality. Management has determined such amounts on a reasonable basis in order to ensure that the consolidated financial statements are presented fairly in all material respects. Management has prepared the financial information presented elsewhere in the annual report and has ensured that it is consistent with that in the consolidated financial statements. Emera Incorporated maintains effective systems of internal accounting and administrative controls, consistent with reasonable cost. Such systems are designed to provide reasonable assurance that the financial information is reliable and accurate, and that Emera Incorporated’s assets are appropriately accounted for and adequately safeguarded. The Board is responsible for ensuring that management fulfils its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board carries out this responsibility principally through its Audit Committee. The Audit Committee is appointed by the Board, and its members are directors who are not officers or employees of Emera Incorporated. The Audit Committee meets periodically with management, as well as with the internal auditors and with the external auditors, to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues, to satisfy itself that each party is properly discharging its responsibilities, and to review the annual report, the consolidated financial statements and the external auditors’ report. The Audit Committee reports its findings to the Board for consideration when approving the consolidated financial statements for issuance to the shareholders. The Audit Committee also considers, for review by the Board and approval by the shareholders, the appointment of the external auditors. The consolidated financial statements have been audited by Ernst & Young LLP, the external auditors, in accordance with the standards of the Public Company Accounting Oversight Board. Ernst & Young LLP has full and free access to the Audit Committee. February 23, 2026 “Scott Balfour” “Jared Green” President and Chief Executive Officer Chief Financial Officer EMERA 2025 ANNUAL REPORT 63
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Emera Incorporated Opinion on the Consolidated Financial Statements We have audited the accompanying Consolidated Balance Sheets of Emera Incorporated (the “Company“) as of December 31, 2025 and 2024, the related Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its consolidated cash flows for each of the two years in the period ended December 31, 2025, in conformity with United States generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 64 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Accounting for the effects of rate regulation Description of As disclosed in note 7 of the consolidated financial statements, the Company has $3.2 billion in regulatory the Matter assets and $1.7 billion in regulatory liabilities. The Company’s rate-regulated subsidiaries are subject to regulation by various federal, state and provincial regulatory authorities in the geographic regions in which they operate. The regulatory rates are designed to recover the prudently incurred costs of providing the regulated products or services and provide a reasonable return on the equity invested or assets, as applicable. In addition to regulatory assets and liabilities, rate regulation impacts multiple financial statement line items, including, but not limited to, property, plant and equipment (“PP&E”), operating revenues and expenses, income taxes, and depreciation expense. Auditing the impact of rate regulation on the Company’s financial statements is complex and highly judgmental due to the significant judgments made by the Company to support its accounting and disclosure for regulatory matters when final regulatory decisions or orders have not yet been obtained or when regulatory formulas are complex. There is also subjectivity involved in assessing the potential impact of future regulatory decisions on the financial statements. Although the Company expects to recover costs from customers through rates, there is a risk that the regulator will not approve full recovery of the costs incurred. The Company’s judgments include making an assessment of the probability of recovery of and return on costs incurred, of the potential disallowance of part of the cost incurred, or of the probable refund of gains or amounts previously collected from customers through future rates. How We We performed audit procedures that included, amongst others, assessing the Company’s evaluation of the Addressed the probability of future recovery for regulatory assets, PP&E, and refund of regulatory liabilities by obtaining Matter in Our and reviewing relevant regulatory orders, filings, testimony, hearings and correspondence, and other Audit publicly available information. For regulatory matters for which regulatory decisions or orders have not yet been obtained, we inspected the rate-regulated subsidiaries’ filings for any evidence that might contradict the Company’s assertions, and reviewed other regulatory orders, filings and correspondence for other entities within the same or similar jurisdictions to assess the likelihood of recovery or refund in future rates based on the regulator’s treatment of similar costs under similar circumstances. We obtained and evaluated an analysis from the Company and corroborated that analysis with letters from legal counsel, when appropriate, regarding cost recoveries, gains or amounts previously collected from customers or future changes in rates. We also assessed the methodology, accuracy and completeness of the Company’s calculations of regulatory asset and liability balances based on provisions and formulas outlined in rate orders and other correspondence with the regulators. We evaluated the Company’s disclosures related to the impacts of rate regulation. Fair Value (“FV”) measurement of derivative financial instruments Description of the Held-for-trading (“HFT”) derivative assets of $289 million and liabilities of $745 million, disclosed in note Matter 16 to the consolidated financial statements, are measured at FV. The Company recognized $467 million in realized and unrealized gains during the year with respect to HFT derivatives. Auditing the Company’s valuation of HFT derivatives is complex and highly judgmental due to the complexity of the contract terms and valuation models, and the significant estimation required in determining the FV of the contracts. In determining the FV of HFT derivatives, significant assumptions about future economic and market assumptions with uncertain outcomes are used, including third-party sourced forward commodity pricing curves based on illiquid markets, internally developed correlation factors and basis differentials. These assumptions have a significant impact on the FV of the HFT derivatives. EMERA 2025 ANNUAL REPORT 65
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information How We We performed audit procedures that included, amongst others, reviewing executed contracts and Addressed the agreements for the identification of inputs and assumptions impacting the valuation of derivatives. With Matter in Our the support of our valuation specialists, we assessed the methodology and mathematical accuracy of the Audit Company’s valuation models and compared the commodity pricing curves used by the Company to current market and economic data. For the forward commodity pricing curves, we compared the Company’s pricing curves to independently sourced pricing curves. We also assessed the methodology and mathematical accuracy of the Company’s calculations to develop correlation factors and basis differentials. In addition, we assessed whether the FV hierarchy disclosures in note 17 to the consolidated financial statements were consistent with the source of the significant inputs and assumptions used in determining the FV of derivatives. Chartered Professional Accountants We have served as the Company‘s auditor since 1998. Halifax, Canada February 23, 2026 66 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Consolidated Statements of Income For the Year ended December 31 millions of dollars (except per share amounts) 2025 2024 Operating revenues Regulated electric $ 6,858 $ 5,872 Regulated gas 1,713 1,575 Non-regulated 205 (247) Total operating revenues (note 6) 8,776 7,200 Operating expenses Regulated fuel for generation and purchased power 2,161 1,992 Regulated cost of natural gas 448 396 Operating, maintenance and general expenses (“OM&G”) 2,337 1,918 Provincial, state, and municipal taxes 486 427 Depreciation and amortization 1,294 1,162 Impairment charges (note 4) 75 225 Total operating expenses 6,801 6,120 Income from operations 1,975 1,080 Income from equity investments (note 8) 63 99 Other income, net (note 9) 165 203 Interest expense, net (note 10) 1,032 973 Income before provision for income taxes 1,171 409 Income tax expense (recovery) (note 11) 81 (159) Net income 1,090 568 Non-controlling interest in subsidiaries (“NCI”) 1 1 Preferred stock dividends 75 73 Net income attributable to common shareholders $ 1,014 $ 494 Weighted average shares of common stock outstanding (in millions) (note 13) Basic 299 289 Diluted 300 289 Earnings per common share (note 13) Basic $ 3.39 $ 1.71 Diluted $ 3.38 $ 1.71 Dividends per common share declared $ 2.9075 $ 2.8775 The accompanying notes are an integral part of these consolidated financial statements. EMERA 2025 ANNUAL REPORT 67
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Consolidated Statements of Comprehensive Income For the Year ended December 31 millions of dollars 2025 2024 Net income $ 1,090 $ 568 Other comprehensive income (loss) (“OCI”), net of tax Foreign currency translation adjustment (1) (623) 1,027 Unrealized gains (losses) on net investment hedges (2) 82 (139) Cash flow hedges – reclassification adjustment for gains included in income (2) (2) Unrealized gains on available-for-sale investment 2 2 Net change in unrecognized pension and post-retirement benefit obligation (3) 153 68 OCI (4) (388) 956 Comprehensive income 702 1,524 Comprehensive income attributable to NCI 1 1 Comprehensive Income of Emera Incorporated $ 701 $ 1,523 The accompanying notes are an integral part of these consolidated financial statements. 1) Net of tax recovery of $5 million for the year ended December 31, 2025 (2024 – $10 million expense). 2) The Company has designated $1.2 billion United States dollar (USD) denominated Hybrid Notes as a hedge of the foreign currency exposure of its net investment in USD denominated operations. 3) Net of tax expense of $3 million for the year ended December 31, 2025 (2024 – nil). 4) Net of tax recovery of $2 million for the year ended December 31, 2025 (2024 – $10 million expense). 68 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Consolidated Balance Sheets As at December 31 December 31 millions of dollars 2025 2024 Assets Current assets Cash and cash equivalents $ 349 $ 196 Restricted cash 16 17 Inventory (note 15) 821 781 Derivative instruments (notes 16 and 17) 156 115 Regulatory assets (note 7) 409 595 Receivables and other current assets (note 19) 2,439 1,811 Assets held for sale (note 4) 199 173 4,389 3,688 Property, plant and equipment (“PP&E”), net of accumulated depreciation and 27,408 26,168 and amortization of $10,845 and $10,442, respectively (note 21) Other assets Deferred income taxes (note 11) 421 392 Derivative instruments (notes 16 and 17) 42 51 Regulatory assets (note 7) 2,789 2,832 Net investment in direct finance and sales type leases (note 20) 572 610 Investments subject to significant influence (note 8) 634 654 Goodwill (note 23) 5,580 5,858 Other long-term assets (note 33) 894 538 Assets held for sale (note 4) 2,088 2,160 13,020 13,095 Total assets $ 44,817 $ 42,951 The accompanying notes are an integral part of these consolidated financial statements. EMERA 2025 ANNUAL REPORT 69
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Consolidated Balance Sheets (continued) As at December 31 December 31 millions of dollars 2025 2024 Liabilities and Equity Current liabilities Short-term debt (note 24) $ 1,807 $ 1,400 Current portion of long-term debt (note 26) 1,201 234 Accounts payable 1,948 1,992 Derivative instruments (notes 16 and 17) 534 526 Regulatory liabilities (note 7) 211 262 Other current liabilities (note 25) 535 489 Liabilities associated with assets held for sale (note 4) 391 212 6,627 5,115 Long-term liabilities Long-term debt (note 26) 18,453 18,173 Deferred income taxes (note 11) 2,516 2,331 Derivative instruments (notes 16 and 17) 115 91 Regulatory liabilities (note 7) 1,458 1,618 Pension and post-retirement liabilities (note 22) 268 274 Other long-term liabilities (note 8 and 27) 960 910 Liabilities associated with assets held for sale (note 4) 1,024 1,148 24,794 24,545 Equity Common stock (note 12) 9,387 9,042 Cumulative preferred stock (note 29) 1,422 1,422 Contributed surplus 86 84 Accumulated other comprehensive income (“AOCI”) (note 14) 873 1,261 Retained earnings 1,614 1,468 Total Emera Incorporated equity 13,382 13,277 NCI (note 30) 14 14 Total equity 13,396 13,291 Total liabilities and equity $ 44,817 $ 42,951 Commitments and contingencies (note 28) The accompanying notes are an integral part of these consolidated financial statements. Approved on behalf of the Board of Directors “Karen Sheriff” “Scott Balfour” Chair of the Board President and Chief Executive Officer 70 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Consolidated Statements of Cash Flows For the Year ended December 31 millions of dollars 2025 2024 Operating activities Net income $ 1,090 $ 568 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,298 1,165 Income from equity investments, net of dividends 5 (8) Allowance for funds used during construction (“AFUDC”) – equity (62) (53) Deferred income taxes, net 71 (191) Net change in pension and post-retirement liabilities (40) (46) Nova Scotia Power (“NSPI”) fuel adjustment mechanism (“FAM”) (158) 451 Net change in fair value (“FV”) of derivative instruments 13 228 Net change in regulatory assets and liabilities 296 (226) Net change in capitalized transportation capacity (65) 175 Impairment charges 75 214 Gain on sale of the Labrador Island Link Partnership (“LIL”), excluding transaction costs (4) (191) Other operating activities, net 40 108 Changes in non-cash working capital (note 31) (757) 452 Net cash provided by operating activities 1,802 2,646 Investing activities Additions to PP&E (3,532) (3,151) Proceeds on disposal of assets 48 7 Proceeds from disposal of investment subject to significant influence — 927 Other investing activities 2 (1) Net cash used in investing activities (3,482) (2,218) Financing activities Change in short-term debt, net (78) 56 Proceeds from short-term debt with maturities greater than 90 days 598 — Proceeds from long-term debt, net of issuance costs 2,016 1,361 Retirement of long-term debt (201) (1,086) Net proceeds (repayments) under committed credit facilities 119 (825) Issuance of common stock, net of issuance costs 47 284 Dividends on common stock (576) (538) Dividends on preferred stock (75) (73) Other financing activities (9) 3 Net cash provided by (used in) financing activities 1,841 (818) Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash associated (11) 23 with assets held for sale Net increase (decrease) in cash, cash equivalents, restricted cash and cash associated 150 (367) with assets held for sale Cash, cash equivalents, restricted cash, and cash associated with assets held for sale, beginning of year 221 588 Cash, cash equivalents, restricted cash, and cash associated with assets held for sale, end of year $ 371 $ 221 Cash, cash equivalents, restricted cash and cash associated with assets held for sale consists of: Cash $ 344 $ 191 Short-term investments 5 5 Restricted cash 16 17 Cash associated with assets held for sale 6 8 Cash, cash equivalents, restricted cash and cash associated with assets held for sale $ 371 $ 221 Supplementary Information to Consolidated Statements of Cash Flows (note 31) The accompanying notes are an integral part of these consolidated financial statements. EMERA 2025 ANNUAL REPORT 71
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Consolidated Statements of Changes in Equity Common Preferred Contributed Retained Total millions of dollars Stock Stock Surplus AOCI Earnings NCI Equity Balance, December 31, 2024 $ 9,042 $ 1,422 $ 84 $ 1,261 $ 1,468 $ 14 $ 13,291 Net income of Emera Inc. — — — — 1,089 1 1,090 Other comprehensive loss, net — — — (388) — — (388) of tax recovery of $2 million Dividends declared on preferred — — — — (75) — (75) stock (note 29) Dividends declared on common — — — — (868) — (868) stock ($2.9075/share) Issued under the at-the-market 9 — — — — — 9 program (“ATM”), net of after-tax issuance costs Issued under the Dividend 293 — — — — — 293 Reinvestment Program (“DRIP”), net of discount Senior management stock options 42 — 2 — — — 44 exercised and Employee Common Share Purchase Plan (“ECSPP”) Other 1 — — — — (1) — Balance, December 31, 2025 $ 9,387 $ 1,422 $ 86 $ 873 $ 1,614 $ 14 $ 13,396 Balance, December 31, 2023 $ 8,462 $ 1,422 $ 82 $ 305 $ 1,803 $ 14 $ 12,088 Net income of Emera Inc. — — — — 567 1 568 Other comprehensive income, net of — — — 956 — — 956 tax expense of $10 million Dividends declared on preferred — — — — (73) — (73) stock (note 29) Dividends declared on common — — — — (829) — (829) stock ($2.8775/share) Issued under the ATM, net of 261 — — — — — 261 after-tax issuance costs Issued under the DRIP, net of discount 291 — — — — — 291 Senior management stock options 28 — 2 — — — 30 exercised and ECSPP Other — — — — — (1) (1) Balance, December 31, 2024 $ 9,042 $ 1,422 $ 84 $ 1,261 $ 1,468 $ 14 $ 13,291 The accompanying notes are an integral part of these consolidated financial statements. 72 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements As at December 31, 2025 and 2024 1. Summary of Significant Accounting Policies Nature of Operations Emera Incorporated (“Emera” or the “Company”) is an energy and services company that invests in electricity generation, transmission and distribution, and gas transmission and distribution. At December 31, 2025, Emera’s reportable segments include the following: Florida Electric Utility, which consists of Tampa Electric (“TEC”), a vertically integrated regulated electric utility, serving approximately 866,000 customers in West Central Florida. Canadian Electric Utilities, which includes: NSPI, a vertically integrated regulated electric utility and the primary electricity supplier in Nova Scotia, serving approximately 565,000 customers; a 100 per cent equity interest in NSP Maritime Link Inc. (“NSPML”), which developed the Maritime Link Project, a $1.8 billion, including AFUDC, transmission project between the island of Newfoundland and Nova Scotia; and a 50 per cent indirect voting equity interest in Wasoqonatl Transmission Incorporated (“WTI”), a transmission line project to create a reliability intertie between Nova Scotia and New Brunswick. For more information, refer to note 8. Gas Utilities and Infrastructure, which includes: Peoples Gas System Inc. (“PGS”), a regulated gas distribution utility, serving approximately 523,000 customers across Florida; New Mexico Gas Company, Inc. (“NMGC”), a regulated gas distribution utility, serving approximately 553,000 customers in New Mexico. On August 5, 2024, Emera announced an agreement to sell NMGC. The transaction is expected to close in the first half of 2026, subject to certain approvals, including approval by the New Mexico Public Regulation Commission (“NMPRC”). For more information on the pending transaction, refer to note 4. Emera Brunswick Pipeline Company Limited (“Brunswick Pipeline”), a 145-kilometre pipeline delivering re-gasified liquefied natural gas from Saint John, New Brunswick to the United States (“US”) border under a 25-year firm service agreement with Repsol Energy North America Canada Partnership (“Repsol Energy Canada”), which expires in 2034; SeaCoast Gas Transmission, LLC (“SeaCoast”), a regulated intrastate natural gas transmission company offering services in Florida; and a 12.9 per cent equity interest in Maritimes & Northeast Pipeline (“M&NP”), a 1,400-kilometre pipeline that transports natural gas throughout markets in Atlantic Canada and the northeastern US. Other Electric Utilities, which includes Emera (Caribbean) Incorporated (“ECI”), a holding company with regulated electric utilities that include: The Barbados Light & Power Company Limited (“BLPC”), a vertically integrated regulated electric utility on the island of Barbados, serving approximately 137,000 customers; Grand Bahama Power Company Limited (“GBPC”), a vertically integrated regulated electric utility on Grand Bahama Island, serving approximately 20,000 customers; and a 19.5 per cent equity interest in St. Lucia Electricity Services Limited (“Lucelec”), a vertically integrated regulated electric utility on the island of St. Lucia. EMERA 2025 ANNUAL REPORT 73
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Emera’s other segment includes investments in energy-related non-regulated companies that are below the required threshold for reporting as separate segments and corporate expense and revenue items that are not directly allocated to the operations of Emera’s subsidiaries and investments. This includes: Emera Energy, which consists of: Emera Energy Services (“EES”), a physical energy business that purchases and sells natural gas and electricity and provides related energy asset management services; Brooklyn Power Corporation (“Brooklyn Energy”), a 30 MW biomass co-generation electricity facility in Brooklyn, Nova Scotia; and a 50.0 per cent joint venture interest in Bear Swamp Power Company LLC (“Bear Swamp”), a 660 MW pumped storage hydroelectric facility in northwestern Massachusetts. Emera US Finance LP (“Emera Finance”), EUSHI Finance, Inc. (“EUSHI Finance”) and TECO Finance, Inc. (“TECO Finance”), financing subsidiaries of Emera; Emera US Holdings Inc. (“EUSHI”), a wholly owned holding company for certain of Emera’s assets located in the US; and Other investments. Basis of Presentation These consolidated financial statements are prepared and presented in accordance with United States Generally Accepted Accounting Principles (“USGAAP”) and, in the opinion of management, include all adjustments that are of a recurring nature and necessary to fairly state the financial position of Emera. All dollar amounts are presented in Canadian dollars (“CAD”), unless otherwise indicated. Principles of Consolidation These consolidated financial statements include the accounts of Emera Incorporated, its majority-owned subsidiaries, and a variable interest entity (“VIE”) in which Emera is the primary beneficiary. Emera uses the equity method of accounting to record investments in which the Company has the ability to exercise significant influence, and for VIEs in which Emera is not the primary beneficiary. The Company performs ongoing analysis to assess whether it holds any VIEs or whether any reconsideration events have arisen with respect to existing VIEs. To identify potential VIEs, management reviews contractual and ownership arrangements such as leases, long-term purchase power agreements, tolling contracts, guarantees, jointly owned facilities and equity investments. VIEs of which the Company is deemed the primary beneficiary must be consolidated. The primary beneficiary of a VIE has both the power to direct the activities of the VIE that most significantly impacts its economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. In circumstances where Emera has an investment in a VIE but is not deemed the primary beneficiary, the VIE is accounted for using the equity method. For further details on VIEs, refer to note 33. Intercompany balances and transactions have been eliminated on consolidation, except for the net profit on certain transactions between certain non-regulated and regulated entities in accordance with accounting standards for rate-regulated entities. The net profit on these transactions, which would be eliminated in the absence of the accounting standards for rate-regulated entities, is recorded in non-regulated operating revenues. An offset is recorded to PP&E, regulatory assets, regulated fuel for generation and purchased power, or OM&G, depending on the nature of the transaction. Use of Management Estimates The preparation of consolidated financial statements in accordance with USGAAP requires management to make estimates and assumptions. These may affect reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant areas requiring use of management estimates relate to rate-regulated assets and liabilities, accumulated reserve for cost of removal, pension and post-retirement benefits, unbilled revenue, useful lives for depreciable assets, goodwill and long-lived assets impairment assessments, income taxes, asset retirement obligations (“ARO”), and valuation of financial instruments. Management evaluates the Company’s estimates on an ongoing basis based upon historical experience, current and expected conditions and assumptions believed to be reasonable at the time the assumption is made, with any adjustments recognized in income in the year they arise. 74 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Regulatory Matters Regulatory accounting applies where rates are established by, or subject to approval by, an independent third-party regulator. Rates are designed to recover prudently incurred costs of providing regulated products or services and provide an opportunity for a reasonable rate of return on invested capital, as applicable. For further details, refer to note 7. Foreign Currency Translation Monetary assets and liabilities denominated in foreign currencies are converted to CAD at the rates of exchange prevailing at the balance sheet date. The resulting differences between the translation at the original transaction date and the balance sheet date are included in income. Assets and liabilities of foreign operations whose functional currency is not the Canadian dollar are translated using exchange rates in effect at the balance sheet date and the results of operations at the average exchange rate in effect for the period. The resulting exchange gains and losses on the assets and liabilities are deferred on the balance sheet in AOCI. The Company designates certain USD denominated debt held in CAD functional currency companies as hedges of net investments in USD denominated foreign operations. The change in the carrying amount of these investments, measured at exchange rates in effect at the balance sheet date, is recorded in OCI. Revenue Recognition Regulated Electric and Gas Revenue: Electric and gas revenues, including energy charges, demand charges, basic facilities charges and clauses and riders, are recognized when obligations under the terms of a contract are satisfied, which is when electricity and gas are delivered to customers over time as the customer simultaneously receives and consumes the benefits. Electric and gas revenues are recognized on an accrual basis and include billed and unbilled revenues. Revenues related to the sale of electricity and gas are recognized at rates approved by the respective regulators and recorded based on metered usage, which occurs on a periodic, systematic basis, generally monthly or bi-monthly. At the end of each reporting period, electricity and gas delivered to customers, but not billed, is estimated and corresponding unbilled revenue is recognized. The Company’s estimate of unbilled revenue at the end of the reporting period is calculated by estimating the megawatt hours (“MWh”) or therms delivered to customers at the established rates expected to prevail in the upcoming billing cycle. This estimate includes assumptions as to the pattern of energy demand, weather, line losses and inter-period changes to customer classes. Non-regulated Revenue: Marketing and trading margins are comprised of Emera Energy’s corresponding purchases and sales of natural gas and electricity, pipeline capacity costs and energy asset management revenues. Revenues are recorded when obligations under terms of the contract are satisfied and are presented on a net basis reflecting the nature of contractual relationships with customers and suppliers. Energy sales are recognized when obligations under the terms of the contracts are satisfied, which is when electricity is delivered to customers over time. Other non-regulated revenues are recorded when obligations under the terms of the contract are satisfied. Other: Sales, value add, and other taxes, except for gross receipts taxes discussed below, collected by the Company concurrent with revenue-producing activities are excluded from revenue. Franchise Fees and Gross Receipts TEC and PGS recover from customers certain costs incurred, on a dollar-for-dollar basis, through prices approved by the Florida Public Service Commission (“FPSC”). The amounts included in customers’ bills for franchise fees and gross receipt taxes are included as “Regulated electric” and “Regulated gas” revenues in the Consolidated Statements of Income. Franchise fees and gross receipt taxes payable by TEC and PGS are included as an expense on the Consolidated Statements of Income in “Provincial, state and municipal taxes”. NMGC is an agent in the collection and payment of franchise fees and gross receipt taxes and is not required by a tariff to present the amounts on a gross basis. Therefore, NMGC’s franchise fees and gross receipt taxes are presented net with no line item impact on the Consolidated Statements of Income. EMERA 2025 ANNUAL REPORT 75
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements PP&E PP&E is recorded at original cost, including AFUDC or capitalized interest, net of contributions received in aid of construction. The cost of additions, including betterments and replacements of units, are included in “PP&E” on the Consolidated Balance Sheets. When units of regulated PP&E are replaced, renewed or retired, their cost, plus removal or disposal costs, less salvage proceeds, is charged to accumulated depreciation, with no gain or loss reflected in income. Where a disposition of non-regulated PP&E occurs, gains and losses are included in income as the dispositions occur. The cost of PP&E represents the original cost of materials, contracted services, direct labour, AFUDC for regulated property or interest for non-regulated property, ARO, and overhead attributable to the capital project. Overhead includes corporate costs such as finance, information technology and labour costs, along with other costs related to support functions, employee benefits, insurance, procurement, and fleet operating and maintenance. Expenditures for project development are capitalized if they are expected to have a future economic benefit. Normal maintenance projects and major maintenance projects that do not increase overall life of the related assets are expensed as incurred. When a major maintenance project increases the life or value of the underlying asset, the cost is capitalized. Depreciation is determined by the straight-line method, based on the estimated remaining service lives of the depreciable assets in each functional class of depreciable property. For some of Emera’s rate-regulated subsidiaries, depreciation is calculated using the group remaining life method, which is applied to the average investment, adjusted for anticipated costs of removal less salvage, in functional classes of depreciable property. The service lives of regulated assets require regulatory approval. Intangible assets, which are included in “PP&E” on the Consolidated Balance Sheets, consist primarily of computer software and land rights. Amortization is determined by the straight-line method, based on the estimated remaining service lives of the asset in each category. For some of Emera’s rate-regulated subsidiaries, amortization is calculated using the amortizable life method which is applied to the net book value to date over the remaining life of those assets. The service lives of regulated intangible assets require regulatory approval. Goodwill Goodwill is calculated as the excess of the purchase price of an acquired entity over the estimated FV of identifiable assets acquired and liabilities assumed at the acquisition date. Goodwill is carried at initial cost less any write-down for impairment and is adjusted for the impact of foreign exchange (“FX”). Goodwill is subject to assessment for impairment at the reporting unit level annually, or if an event or change in circumstances indicates that the FV of a reporting unit may be below its carrying value. When assessing goodwill for impairment, the Company has the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. In performing a qualitative assessment management considers, among other factors, macroeconomic conditions, industry and market considerations and overall financial performance. If the Company performs a qualitative assessment and determines it is more likely than not that its FV is less than its carrying amount, or if the Company chooses to bypass the qualitative assessment, a quantitative test is performed. The quantitative test compares the FV of the reporting unit to its carrying value, including goodwill (“carrying amount”). If the carrying amount of the reporting unit exceeds its FV, an impairment loss is recorded. Management estimates the FV of the reporting unit by using the income approach, or a combination of the income and market approach. The income approach uses a discounted cash flow analysis which relies on management’s best estimate of the reporting unit’s projected cash flows. The analysis includes an estimate of terminal values based on these expected cash flows using a methodology which derives a valuation using an assumed perpetual annuity based on the reporting unit’s residual cash flows. The discount rate used is a market participant rate based on a peer group of publicly traded comparable companies and represents the weighted average cost of capital of comparable companies. For the market approach, management estimates FV based on comparable companies and transactions within comparable industries, or in the case of the NMGC quantitative assessment in 2024, transactions involving the reporting unit. Significant assumptions used in estimating the FV of a reporting unit using an income approach include discount and growth rates, rate case assumptions including future cost of capital, valuation of the reporting unit’s net operating loss (“NOL”) and projected operating and capital cash flows. Adverse changes in these assumptions could result in a future material impairment of the goodwill assigned to Emera’s reporting units. 76 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements As of December 31, 2025, Emera’s goodwill represented the excess of the acquisition purchase price for the TEC and PGS reporting units over the FV assigned to identifiable assets acquired and liabilities assumed. In Q3 2024, Emera entered into an agreement to sell NMGC. As a result, a quantitative goodwill impairment assessment was performed on the NMGC reporting unit at that time and the Company recorded a goodwill impairment charge of $210 million ($198 million, after-tax) or $155 million USD ($146 million USD, after-tax) in Q3 2024. The reduced NMGC goodwill balance of $289 million is included in the NMGC disposal unit classified as held for sale. For further details, refer to note 23. In Q4 2025, qualitative assessments were performed for PGS and TEC given the significant excess of FV over carrying amounts calculated during the last quantitative tests in Q4 2024 and Q4 2023, respectively. Management concluded it was more likely than not that the FV of these reporting units exceeded their carrying amounts, including goodwill. As such, no quantitative testing was required. Income Taxes and Investment and Production Tax Credits Emera recognizes deferred income tax assets and liabilities for the future tax consequences of events that have been included in financial statements or income tax returns. Deferred income tax assets and liabilities are determined based on the difference between the carrying value of assets and liabilities on the Consolidated Balance Sheets and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in earnings in the period when the change is enacted, unless required to be offset to a regulatory asset or liability by law or by order of the regulator. Emera recognizes the effect of income tax positions only when it is more likely than not that they will be realized. Management reviews all readily available current and historical information, including forward-looking information, and the likelihood that deferred income tax assets will be recovered from future taxable income is assessed and assumptions are made about the expected timing of reversal of deferred income tax assets and liabilities. If management subsequently determines it is likely that some or all of a deferred income tax asset will not be realized, a valuation allowance is recorded to reflect the amount of deferred income tax asset expected to be realized. Generally, investment and production tax credits are recorded as a reduction to income tax expense in the current or future periods to the extent that realization of such benefit is more likely than not. Investment tax credits earned on regulated assets by TEC, PGS and NMGC are deferred and amortized as required by regulatory practices. TEC, PGS, NMGC and BLPC collect income taxes from customers based on current and deferred income taxes. NSPI, NSPML and Brunswick Pipeline collect income taxes from customers based on income tax that is currently payable, except for the deferred income taxes on certain regulatory balances specifically prescribed by regulators. For the balance of regulated deferred income taxes, NSPI, NSPML and Brunswick Pipeline recognize regulatory assets or liabilities where the deferred income taxes are expected to be recovered from or returned to customers in future years. These regulated assets or liabilities are grossed up using the respective income tax rate to reflect the income tax associated with future revenues that are required to fund these deferred income tax liabilities, and the income tax benefits associated with reduced revenues resulting from the realization of deferred income tax assets. GBPC is not subject to income taxes. Emera classifies interest and penalties associated with unrecognized tax benefits as interest and operating expense, respectively. For further details, refer to note 11. Derivatives and Hedging Activities The Company uses financial instruments as a method to manage its exposure to normal operating and market risks relating to commodity prices, interest rates, FX on forecast USD earnings and cash flows and forecast future cash settlements of deferred compensation obligations. In addition, the Company has contracts for the physical purchase and sale of commodities. Collectively, these contracts and financial instruments are considered derivatives. The Company recognizes the FV of all its derivatives on its balance sheet, except for non-financial derivatives that meet the normal purchases and normal sales (“NPNS”) exception. Physical contracts that meet the NPNS exception are not recognized on the balance sheet; these contracts are recognized in income when they settle. A physical contract generally qualifies for the NPNS exception if the transaction is reasonable in relation to the Company’s business needs, the counterparty owns or controls resources within the proximity to allow for physical delivery, the Company intends to receive physical delivery of the commodity, and the Company deems the counterparty creditworthy. The Company continually assesses contracts designated under the NPNS exception and will discontinue the treatment of these contracts under this exemption if the criteria are no longer met. EMERA 2025 ANNUAL REPORT 77
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Derivatives qualify for hedge accounting if they meet stringent documentation requirements and can be proven to effectively hedge identified risk both at the inception and over the term of the instrument. Specifically, for cash flow hedges, change in the FV of derivatives is deferred to AOCI and recognized in income in the same period the related hedged item is realized. Where documentation or effectiveness requirements are not met, the derivatives are recognized at FV with any changes in FV recognized in net income in the reporting period, unless deferred as a result of regulatory accounting. Derivatives entered into by NSPI, NMGC and GBPC that are documented as economic hedges or for which the NPNS exception has not been taken, are subject to regulatory accounting treatment. The change in FV of the derivatives is deferred to a regulatory asset or liability. The gain or loss is recognized in the hedged item when the hedged item is settled. Any gains or losses resulting from settlement of these derivatives related to fuel for generation and purchased power or cost of natural gas are expected to be refunded to or collected from customers in future rates. TEC and PGS have no derivatives related to hedging. Derivatives that do not meet any of the above criteria are designated as HFT, with changes in FV normally recorded in net income of the period. The Company has not elected to designate any derivatives to be included in the HFT category where another accounting treatment would apply. Emera classifies gains and losses on derivatives as a component of non-regulated operating revenues, fuel for generation and purchased power, other expenses, inventory, and OM&G, depending on the nature of the item being economically hedged. Transportation capacity arising as a result of marketing and trading derivative transactions is recognized as an asset in “Receivables and other current assets” on the Consolidated Balance Sheets and amortized over the period of the transportation contract term. Cash flows from derivative activities are presented in the same category as the item being hedged within operating activities on the Consolidated Statements of Cash Flows. Non-hedged derivatives are included in operating cash flows on the Consolidated Statements of Cash Flows. Derivatives, as reflected on the Consolidated Balance Sheets, are not offset by the FV amounts of cash collateral with the same counterparty. Rights to reclaim cash collateral are recognized in “Receivables and other current assets” and obligations to return cash collateral are recognized in “Accounts payable” on the Consolidated Balance Sheets. Leases The Company determines whether a contract contains a lease at inception by evaluating whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease liabilities and right-of-use assets are recognized on the Consolidated Balance Sheets based on the present value of the future minimum lease payments over the lease term at commencement date. As most of Emera’s leases do not provide an implicit rate, the incremental borrowing rate at commencement of the lease is used in determining the present value of future lease payments. For operating leases, expense is recognized on a straight-line basis over the lease term and is recorded as “OM&G” on the Consolidated Statements of Income. For finance leases, the amortization of the ROU asset is recorded as “Depreciation and amortization expense” and the interest on lease liabilities is recorded as “Interest expense, net” on the Consolidated Statements of Income. Emera has leases with independent power producers (“IPP”) and other utilities for annual requirements to purchase wind and hydro energy over varying contract lengths which are classified as finance leases. These finance leases are not recorded on the Company’s Consolidated Balance Sheets as payments associated with the leases are variable in nature and there are no minimum fixed lease payments. Lease expense associated with these leases is recorded as “Regulated fuel for generation and purchased power” on the Consolidated Statements of Income. Where the Company is the lessor, a lease is a sales-type lease if certain criteria are met and the arrangement transfers control of the underlying asset to the lessee. For arrangements where the criteria are met due to the presence of a third-party residual value guarantee, the lease is a direct financing lease. For direct finance leases, a net investment in the lease is recorded that consists of the sum of the minimum lease payments and residual value, net of estimated executory costs and unearned income. The difference between the gross investment and the cost of the leased item is recorded as unearned income at the inception of the lease. Unearned income is recognized in income over the life of the lease using a constant rate of interest equal to the internal rate of return on the lease. For sales-type leases, the accounting is similar to the accounting for direct finance leases, however, the difference between the FV and the carrying value of the leased item is recorded at lease commencement rather than deferred over the term of the lease. Emera has certain contractual agreements that include lease and non-lease components, which management has elected to account for as a single lease component. 78 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Cash, Cash Equivalents and Restricted Cash Cash equivalents consist of highly liquid short-term investments with original maturities of three months or less at acquisition. Receivables and Allowance for Credit Losses Utility customer receivables are recorded at the invoiced amount and do not bear interest. Standard payment terms for electricity and gas sales are approximately 30 days. A late payment fee may be assessed on account balances after the due date. The Company recognizes allowances for credit losses to reduce accounts receivable for amounts expected to be uncollectable. Management estimates credit losses related to accounts receivable by considering historical loss experience, customer deposits, current events, the characteristics of existing accounts and reasonable and supportable forecasts that affect the collectability of the reported amount. Provisions for credit losses on receivables are expensed to maintain the allowance at a level considered adequate to cover expected losses. Receivables are written off against the allowance when they are deemed uncollectible. Inventory Fuel and materials inventories are valued at the lower of weighted-average cost or net realizable value, unless evidence indicates the weighted-average cost will be recovered in future customer rates. Asset Impairment Long-Lived Assets: Emera assesses whether there has been an impairment of long-lived assets and intangibles when a triggering event occurs, such as a significant market disruption or sale of a business. The assessment involves comparing undiscounted expected future cash flows to the carrying value of the asset. When the undiscounted cash flow analysis indicates a long-lived asset is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset over its estimated FV. The Company’s assumptions relating to future results of operations or other recoverable amounts, are based on a combination of historical experience, fundamental economic analysis, observable market activity and independent market studies. The Company’s expectations regarding uses and holding periods of assets are based on internal long-term budgets and projections, which consider external factors and market forces, as of the end of each reporting period. The assumptions made are consistent with generally accepted industry approaches and assumptions used for valuation and pricing activities. In 2025, impairment charges of $75 million ($71 million after-tax) were recognized related to the NMGC disposal group classified as held for sale and were recorded in “Impairment charges” on the Consolidated Statements of Income. In 2024, impairment charges of $19 million ($14 million after-tax) were recognized on certain assets, $8 million of which was included in “Other income, net” with $11 million included in “Impairment charges” on the Consolidated Statements of Income. Equity Method Investments: The carrying value of investments accounted for under the equity method are assessed for impairment by comparing the FV of these investments to their carrying values, if a FV assessment was completed, or by reviewing for the presence of impairment indicators. If an impairment exists, and it is determined to be other-than-temporary, a charge is recognized in earnings equal to the amount the carrying value exceeds the investment’s FV. No impairment of equity method investments was required in either 2025 or 2024. Financial Assets: Equity investments, other than those accounted for under the equity method, are measured at FV, with changes in FV recognized in the Consolidated Statements of Income. Equity investments that do not have readily determinable FV are recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investments. No impairment of financial assets was required in either 2025 or 2024. EMERA 2025 ANNUAL REPORT 79
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Asset Retirement Obligations An ARO is recognized if a legal obligation exists in connection with the future disposal or removal costs resulting from the permanent retirement, abandonment or sale of a long-lived asset. A legal obligation may exist under an existing or enacted law or statute, written or oral contract, or by legal construction under the doctrine of promissory estoppel. An ARO represents the FV of estimated cash flows necessary to discharge the future obligation, using the Company’s credit adjusted risk-free rate. The amounts are reduced by actual expenditures incurred. Estimated future cash flows are based on completed depreciation studies, remediation reports, prior experience, estimated useful lives, and governmental regulatory requirements. The present value of the liability is recorded and the carrying amount of the related long-lived asset is correspondingly increased. The amount capitalized at inception is depreciated in the same manner as the related long-lived asset. Over time, the liability is accreted to its estimated future value. AROs are included in “Other long-term liabilities” and accretion expense is included as part of “Depreciation and amortization”. Any regulated accretion expense not yet approved by the regulator is recorded in “PP&E” and included in the next depreciation study. Some of the Company’s transmission and distribution assets may have conditional AROs that are not recognized in the consolidated financial statements, as the FV of these obligations could not be reasonably estimated, given insufficient information to do so. A conditional ARO refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. Management monitors these obligations and a liability is recognized at FV in the period in which an amount can be determined. Cost of Removal (“COR”) TEC, PGS, NMGC and NSPI recognize non-ARO COR as regulatory liabilities or regulatory assets. The non-ARO COR represent funds received from customers through depreciation rates to cover estimated future non-legally required COR of PP&E upon retirement. The companies accrue for COR over the life of the related assets based on depreciation studies approved by their respective regulators. The costs are estimated based on historical experience and future expectations, including expected timing and estimated future cash outlays. Stock-Based Compensation The Company has several stock-based compensation plans: a common share option plan for senior management; an employee common share purchase plan; a deferred share unit (“DSU”) plan; a performance share unit (“PSU”) plan; and a restricted share unit (“RSU”) plan. The Company accounts for its plans in accordance with the FV-based method of accounting for stock-based compensation. Stock-based compensation cost is measured at the grant date, based on the calculated FV of the award, and is recognized as an expense over the employee’s or director’s requisite service period using the graded vesting method. Stock-based compensation plans recognized as liabilities are initially measured at FV and re-measured at FV at each reporting date, with the change in liability recognized in income. Employee Benefits The costs of the Company’s pension and other post-retirement benefit programs for employees are expensed over the periods during which employees render service. The Company recognizes the funded status of its defined-benefit and other post-retirement plans on the balance sheet and recognizes changes in funded status in the year the change occurs. The Company recognizes unamortized gains and losses and past service costs in “AOCI” or “Regulatory assets” on the Consolidated Balance Sheets. The components of net periodic benefit cost other than the service cost component are included in “Other income, net” on the Consolidated Statements of Income. For further details, refer to note 22. Government Grants The Company accounts for government grants by applying a grant accounting model by analogy to International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. A grant relating to an asset is reflected in the determination of the carrying amount of the asset. A grant relating to income is presented as a deduction from the related expense it is intended to compensate. In 2025, the Company received an aggregate of $80 million (2024 – $47 million) of government grants from various Canadian and US government agencies towards capital projects included in PP&E. The capital projects receiving grants primarily relate to the Company’s decarbonization and environmental compliance initiatives. Further details on significant grant programs utilized in 2025 and 2024 are noted below. 80 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Natural Resources Canada (“NRCan”) Smart Renewables & Electrification Pathways (“SREP”): On March 27, 2024, NSPI was approved for a grant under the NRCan SREPs to fund the construction of three 50 MW battery storage systems in Nova Scotia. NSPI can make claims under the grant for 33 per cent of eligible project costs to a maximum $109 million. Eligible costs can be incurred until March 31, 2027. For the year-end December 31, 2025, NSPI received $45 million (2024 – $26 million) in funding under the grant, which has been recorded as a reduction to the carrying amount of the project in PP&E. Cybersecurity Incident On April 25, 2025, Emera and NSPI discovered a cybersecurity incident (the “Cybersecurity Incident”) involving unauthorized access into certain parts of its Canadian IT network and servers supporting portions of its business applications. There was no disruption to the Canadian physical operations or to Emera’s US or Caribbean utilities’ operations. The Company implemented business continuity processes for certain impacted business and administrative functions at its Canadian affiliates. The systematic restoration of affected IT systems and corresponding transition away from business continuity processes continues to progress in a planned, controlled and phased approach. The Company maintains cyber insurance coverage and is working with its insurer on the claims process. 2. Change in Accounting Policy The new USGAAP accounting policy that is applicable to, and adopted by the Company in 2025, is described as follows: Improvements to Income Tax Disclosures The Company adopted Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, effective December 31, 2025. The standard enhances the transparency, decision usefulness and effectiveness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the reconciliation of income taxes computed using the enacted statutory income tax rate to the actual income tax provision and effective income tax rate, as well as the disaggregation of income taxes paid (refunded) by jurisdiction. Adoption of the standard resulted in additional disclosures provided in note 11 and note 31. 3. Future Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the Financial Accounting Standards Board (“FASB”). The following updates have been issued by the FASB but, as allowed, have not yet been adopted by Emera. Any ASUs not included below were assessed and determined to be either not applicable to the Company or to have an insignificant impact on the consolidated financial statements. Accounting for Government Grants Received by Business Entities In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities. The ASU adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. The guidance will be effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The standard updates are to be applied using either a modified prospective, modified retrospective, or full retrospective approach, as detailed in the ASU. The Company is currently evaluating the impact of adoption of the standard update on its consolidated financial statements. Targeted Improvements to the Accounting for Internal-Use Software In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The standard update modernizes accounting for internal-use software by eliminating references to project stages and clarifying the threshold to begin capitalizing costs. The standard update also specifies that the disclosure requirements under ASC 360, Property, Plant and Equipment, apply to capitalized software costs accounted under ASC 350-40. The guidance will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The standard updates are to be applied using either a prospective, retrospective, or modified transition approach. The Company is currently evaluating the impact of adoption of the standard update on its consolidated financial statements. EMERA 2025 ANNUAL REPORT 81
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting – Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of adoption of the standard update on its consolidated financial statements disclosures. 4. Dispositions Pending Sale of NMGC On August 5, 2024, Emera entered into an agreement to sell its indirect wholly-owned subsidiary NMGC for a total enterprise value of approximately $1.3 billion USD, consisting of cash proceeds and the transfer of debt and customary closing adjustments. As a result of the pending sale, NMGC’s assets and liabilities were classified as held for sale in Q3 2024 and the carrying value of the assets and liabilities were adjusted to FV less cost to sell. As the transaction proceeds will be lower than the carrying amount of the assets and liabilities being sold, in Q3 2024 Emera assessed the NMGC reporting unit for goodwill impairment by comparing the FV of expected transaction proceeds to the carrying value of net assets, including goodwill of $366 million USD. The goodwill of the reporting unit was determined to be impaired and a non-cash goodwill impairment charge of $210 million ($198 million, after-tax), or $155 million USD ($146 million USD, after-tax), was recorded in “Impairment charges” on the Consolidated Statements of Income in Q3 2024. Following the goodwill impairment assessment, the held for sale assets and liabilities were measured at the lower of their carrying amount or fair value less costs to sell. The measurement resulted in an additional loss for the estimated future transaction costs of $16 million ($12 million after-tax), in addition to incurred transaction costs of $9 million ($7 million after-tax) recorded in “Other Income, net” on the Consolidated Statements of Income in Q3 2024. At each reporting date, the Company performs an assessment of the FV of the disposal group by comparing the FV of expected transaction proceeds, less costs to sell, to the carrying value of net assets, including goodwill (“carrying amount”). On June 30, 2025, the Company remeasured the NMGC disposal group at the lower of its carrying amount and FV less costs to sell. As a result of the change in the expected timing of the transaction close, a non-cash impairment charge of $75 million ($71 million, after-tax), or $55 million USD ($52 million USD, after-tax), was recorded in “Impairment charges” on the Consolidated Statements of Income in Q2 2025. An additional loss for estimated future transaction costs of $2 million ($1 million after-tax) was recorded in “Other income, net” on the Consolidated Statements of Income in Q2 2025. There were no additional adjustments recorded in 2025. The Company will continue to record depreciation on the NMGC assets through the transaction closing date, as the depreciation continues to be reflected in customer rates and will be reflected in the carryover basis of the assets when sold. Depreciation and amortization of $97 million ($70 million USD) was recorded on these assets from August 5, 2024, the date they were classified as held for sale, through December 31, 2025. Of the $97 million ($70 million USD) recorded to date, $71 million ($51 million USD) was recorded in 2025. 82 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Details of the assets and liabilities classified as held for sale are as follows: As at December 31 December 31 millions of dollars 2025 2024 Cash and cash equivalents $ 6 $ 8 Inventory 10 9 Derivative instruments — 1 Regulatory assets 41 28 Receivables and other current assets 142 127 Current assets held for sale $ 199 $ 173 PP&E 1,856 1,845 Regulatory assets 4 6 Goodwill 289 303 Other long-term assets 28 23 Less: Adjustment to FV less costs to sell (1) (89) (17) Long-term assets held for sale $ 2,088 $ 2,160 Total assets held for sale $ 2,287 $ 2,333 Short-term debt $ 116 $ 46 Current portion of long-term debt 96 — Derivative instruments — 1 Regulatory liabilities 25 10 Accounts payable and other current liabilities 154 155 Current liabilities associated with assets held for sale 391 212 Long-term debt 567 696 Deferred income taxes 185 167 Regulatory liabilities 261 274 Other long-term liabilities 11 11 Long-term liabilities associated with assets held for sale $ 1,024 $ 1,148 Total liabilities associated with assets held for sale $ 1,415 $ 1,360 (1) Represents a $75 million impairment charge related to the remeasurement of the NMGC disposal group to FV (December 31, 2024—nil) and $14 million in estimated transaction costs related to the pending sale (December 31, 2024 – $17 million). Sale of LIL Equity Interest On June 4, 2024, Emera completed the sale of its 31.1 per cent indirect minority equity interest in the LIL for a total transaction value of $1.2 billion, including cash proceeds of $957 million and $235 million for assuming Emera’s contractual obligation to fund the remaining initial capital investment, which represents additional LIL equity interest for the acquirer. Cash proceeds from the sale in the amount of $30 million is held in escrow pending finalization of certain agreements with the LIL general partner. The escrow proceeds receivable is held at FV and included in the gain on sale, after transaction costs. As of December 31, 2025, the estimated FV of the escrow proceeds receivable was $29 million. In Q2 2024, a gain on sale, after transaction costs, of $182 million ($107 million, after tax and transaction costs), was recognized in “Other income, net” on the Consolidated Statements of Income and included in the Other segment. In Q4 2024, Emera recognized an incremental $22 million tax benefit related to loss carryforwards applied against the taxable capital gain on the sale. EMERA 2025 ANNUAL REPORT 83
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 5. Segment Information Emera manages its reportable segments separately due in part to their different operating, regulatory and geographical environments. Segments are reported based on each subsidiary’s contribution of revenues, net income attributable to common shareholders and total assets, as reported to the Company’s chief operating decision maker (“CODM”). Emera’s CODM is the Chief Executive Officer. For the Company’s reportable segments, the CODM uses several measures to allocate capital and resources for each segment, predominantly in the annual budget and forecasting processes. The CODM evaluates segment performance by considering budget-to-actual variances for these measures monthly. The measure used by the CODM that is the most consistent with USGAAP measurement principles is net income attributable to common shareholders. Florida Canadian Gas Other Inter- Electric Electric Utilities and Electric Segment millions of dollars Utility Utilities Infrastructure Utilities Other Eliminations Total For the year ended December 31, 2025 Operating revenues from $ 4,336 $ 1,944 $ 1,737 $ 577 $ 182 $ — $ 8,776 external customers (1) Inter-segment revenues (1) 10 — 19 — 24 (53) — Total operating revenues 4,346 1,944 1,756 577 206 (53) 8,776 Regulated fuel for generation 982 904 — 294 — (19) 2,161 and purchased power Regulated cost of natural gas — — 448 — — — 448 OM&G 1,135 457 491 145 140 (31) 2,337 Provincial, state and municipal taxes 318 49 114 4 1 — 486 Depreciation and amortization 705 298 207 78 6 — 1,294 Impairment charges — — — — 75 — 75 Income (loss) from equity investments — 41 18 5 (1) — 63 Other income, net 84 32 9 7 30 3 165 Interest expense, net (2) 305 172 149 21 385 — 1,032 Income tax expense (recovery) 140 (45) 98 3 (115) — 81 NCI in subsidiaries — — — 1 — — 1 Preferred stock dividends — — — — 75 — 75 Net income (loss) attributable $ 845 $ 182 $ 276 $ 43 $ (332) $ — $ 1,014 to common shareholders Capital expenditures $ 2,153 $ 630 $ 619 $ 94 $ 6 $ — $ 3,502 As at December 31, 2025 Total assets $ 24,636 $ 8,546 $ 8,476 $ 1,439 $ 2,469 $ (749) $ 44,817 Investments subject to $ — $ 471 $ 108 $ 55 $ — $ — $ 634 significant influence Goodwill $ 4,796 $ — $ 784 $ — $ — $ — $ 5,580 (1) All significant inter-company balances and transactions have been eliminated on consolidation except for certain transactions between non-regulated and regulated entities. Management believes elimination of these transactions would understate PP&E, OM&G, or regulated fuel for generation and purchased power. Inter-company transactions that have not been eliminated are measured at the amount of consideration established and agreed to by the related parties. Eliminated transactions are included in determining reportable segments. (2) Segment net income is reported on a basis that includes internally allocated financing costs of $27 million for the year ended December 31, 2025, between the Gas Utilities and Infrastructure and Other segments. 84 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Florida Canadian Gas Other Inter- Electric Electric Utilities and Electric Segment millions of dollars Utility Utilities Infrastructure Utilities Other Eliminations Total For the year ended December 31, 2024 Operating revenues from $ 3,451 $ 1,855 $ 1,595 $ 566 $ (267) $ — $ 7,200 external customers (1) Inter-segment revenues (1) 9 — 14 — 19 (42) — Total operating revenues 3,460 1,855 1,609 566 (248) (42) 7,200 Regulated fuel for generation 852 859 — 295 — (14) 1,992 and purchased power Regulated cost of natural gas — — 396 — — — 396 OM&G 779 408 454 143 154 (20) 1,918 Provincial, state and municipal taxes 273 48 103 3 — — 427 Depreciation and amortization 622 282 182 69 7 — 1,162 Impairment charge — — 11 — 214 — 225 Income from equity investments — 73 20 4 2 — 99 Other income, net 66 28 16 12 73 8 203 Interest expense, net (2) 265 168 151 22 367 — 973 Income tax expense (recovery) 94 (41) 89 1 (302) — (159) NCI in subsidiaries — — — 1 — — 1 Preferred stock dividends — — — — 73 — 73 Net income (loss) attributable $ 641 $ 232 $ 259 $ 48 $ (686) $ — $ 494 to common shareholders Capital expenditures $ 1,942 $ 481 $ 619 $ 81 $ 4 $ — $ 3,127 As at December 31, 2024 Total assets $ 24,375 $ 7,609 $ 8,439 $ 1,444 $ 1,810 $ (726) $ 42,951 Investments subject to significant influence $ — $ 475 $ 124 $ 55 $ — $ — $ 654 Goodwill $ 5,035 $ — $ 823 $ — $ — $ — $ 5,858 (1) All significant inter-company balances and transactions have been eliminated on consolidation except for certain transactions between non-regulated and regulated entities. Management believes elimination of these transactions would understate PP&E, OM&G, or regulated fuel for generation and purchased power. Inter-company transactions that have not been eliminated are measured at the amount of consideration established and agreed to by the related parties. Eliminated transactions are included in determining reportable segments. (2) Segment net income is reported on a basis that includes internally allocated financing costs of $29 million for the year ended December 31, 2024, between the Gas Utilities and Infrastructure and Other segments. Geographical Information Revenues: (based on country of origin of the product or service sold) For the Year ended December 31 millions of dollars 2025 2024 United States $ 6,185 $ 4,712 Canada 2,014 1,922 Barbados 415 427 The Bahamas 162 139 $ 8,776 $ 7,200 PP&E: As at December 31 December 31 millions of dollars 2025 2024 United States (1) $ 20,931 $ 20,084 Canada 5,476 5,068 Barbados 640 645 The Bahamas 361 371 $ 27,408 $ 26,168 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale and excluded from the table above beginning in Q3 2024. For further details on the pending transaction, refer to note 4. EMERA 2025 ANNUAL REPORT 85
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 6. Revenue The following disaggregates the Company’s revenue by major source: Electric Gas Other Florida Canadian Other Gas Inter- Electric Electric Electric Utilities and Segment millions of dollars Utility Utilities Utilities Infrastructure Other Eliminations Total For the year ended December 31, 2025 Regulated Revenue Residential $ 2,489 $ 1,073 $ 201 $ 770 $ — $ — $ 4,533 Commercial 1,147 522 308 528 — — 2,505 Industrial 272 270 28 102 — (19) 653 Other electric 457 43 7 — — — 507 Regulatory deferrals (41) — 21 — — — (20) Other (1) 22 36 12 269 — (10) 329 Finance income (2)(3) — — — 64 — 64 Regulated revenue $ 4,346 $ 1,944 $ 577 $ 1,733 $ — $ (29) $ 8,571 Non-Regulated Revenue Marketing and trading margin (4) — — — — 158 — 158 Other non-regulated operating revenue — — — 23 32 (25) 30 Mark-to-market (3) — — — — 16 1 17 Non-regulated revenue $ — $ — $ — $ 23 $ 206 $ (24) $ 205 Total operating revenues $ 4,346 $ 1,944 $ 577 $ 1,756 $ 206 $ (53) $ 8,776 For the year ended December 31, 2024 Regulated Revenue Residential $ 2,063 $ 997 $ 203 $ 712 $ — $ — $ 3,975 Commercial 939 499 300 496 — — 2,234 Industrial 223 276 28 94 — (14) 607 Other electric 372 41 7 — — — 420 Regulatory deferrals (157) — 15 — — — (142) Other (1) 20 42 13 224 — (9) 290 Finance income (2)(3) — — — 63 — — 63 Regulated revenue $ 3,460 $ 1,855 $ 566 $ 1,589 $ — $ (23) $ 7,447 Non-Regulated Marketing and trading margin (4) — — — — 77 — 77 Other non-regulated operating revenue — — — 20 32 (24) 28 Mark-to-market (3) — — — — (357) 5 (352) Non-regulated revenue $ — $ — $ — $ 20 $ (248) $ (19) $ (247) Total operating revenues $ 3,460 $ 1,855 $ 566 $ 1,609 $ (248) $ (42) $ 7,200 (1) Other includes rental revenues, which do not represent revenue from contracts with customers. (2) Revenue related to Brunswick Pipeline’s service agreement with Repsol Energy Canada. (3) Revenue which does not represent revenues from contracts with customers. (4) Includes gains (losses) on settlement of energy related derivatives, which do not represent revenue from contracts with customers. 86 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Remaining Performance Obligations: Remaining performance obligations primarily represent gas transportation contracts, and long-term steam supply arrangements with fixed contract terms. As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $344 million (2024 – $495 million), including $11 million related to NMGC. This amount includes $121 million of future performance obligations related to a gas transportation contract between SeaCoast and PGS through 2040, and $21 million of future performance obligations related to asset management agreements between PGS and EES through 2030. This amount excludes contracts with an original expected length of one year or less and variable amounts for which Emera recognizes revenue at the amount to which it has the right to invoice for services performed. Emera expects to recognize revenue for the remaining performance obligations through 2040. 7. Regulatory Assets and Liabilities Regulatory assets represent prudently incurred costs that have been deferred because it is probable they will be recovered through future rates or tolls collected from customers. Management believes existing regulatory assets are probable for recovery either because the Company received specific approval from the applicable regulator, or due to regulatory precedent established for similar circumstances. If management no longer considers it probable that an asset will be recovered, deferred costs are charged to income. Regulatory liabilities represent obligations to make refunds to customers or to reduce future revenues for previous collections. If management no longer considers it probable that a liability will be settled, the related amount is recognized in income. For regulatory assets and liabilities that are amortized, the amortization is as approved by the respective regulator. As at December 31 December 31 millions of dollars 2025 (1) 2024 (1) Regulatory assets Deferred income tax regulatory assets $ 1,385 $ 1,227 TEC capital cost recovery for early retired assets 727 737 Pension and post-retirement medical plan 316 395 Storm cost recovery clauses 206 613 TEC capital cost recovery for retired Polk Unit 1 components 178 205 NSPI FAM 102 —Cost recovery clauses 55 33 Deferrals related to derivative instruments 36 42 Environmental remediations 27 29 Stranded cost recovery 25 27 Other (2) 141 119 $ 3,198 $ 3,427 Current $ 409 $ 595 Long-term 2,789 2,832 Total regulatory assets $ 3,198 $ 3,427 Regulatory liabilities Deferred income tax regulatory liabilities 751 828 Accumulated reserve – COR 729 733 Cost recovery clauses 75 121 BLPC Self-insurance fund (“SIF”) (note 33) 30 32 Deferrals related to derivative instruments 25 44 NSPI FAM — 56 Other (2) 59 66 $ 1,669 $ 1,880 Current $ 211 $ 262 Long-term 1,458 1,618 Total regulatory liabilities $ 1,669 $ 1,880 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024 and excluded from the table above. For further details on the pending transaction, refer to note 4. (2) Comprised of regulatory assets and liabilities that are not individually significant. EMERA 2025 ANNUAL REPORT 87
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Deferred Income Tax Regulatory Assets and Liabilities To the extent deferred income taxes are expected to be recovered from or returned to customers in future years, a regulatory asset or liability is recognized as appropriate. TEC Capital Cost Recovery for Early Retired Assets Represents the remaining net book value of Big Bend Power Station Units 1 through 3 and smart meter assets that were early retired. The balance earns a rate of return as permitted by the FPSC and is being recovered as a separate line item on customer bills for a period of 15 years, beginning in January 2022. Pension and Post-Retirement Medical Plan This asset is primarily related to the deferred costs of pension and post-retirement benefits at TEC and PGS. Deferred costs of post-retirement benefits that are included in expense are recognized as cost of service for rate-making purposes as permitted by the FPSC, as applicable and amortized over the remaining service life of plan participants. Storm Cost Recovery Clauses TEC and PGS Storm Reserve: The storm reserve is for hurricanes and other named storms that cause significant damage to TEC and PGS systems. As allowed by the FPSC, if charges to the storm reserve exceed the storm reserve liability, the excess is to be carried as a regulatory asset. TEC and PGS can petition the FPSC to seek recovery of restoration costs over a 12-month period or longer, as determined by the FPSC, as well as replenish the reserve. NSPI Storm Rider: NSPI has a NSEB approved storm rider for each of 2023, 2024 and 2025, which gives NSPI the option to apply to the NSEB for recovery of costs if major storm restoration expense exceeds approximately $10 million in a given year. The application for deferral and recovery of the storm rider is made in the year following the year of the incurred cost, with recovery beginning in the year after the application. GBPC Storm Restoration: This asset includes storm restoration costs incurred by GBPC related to Hurricane Dorian in 2020 and Hurricane Matthew in 2016. The Hurricane Matthew asset was fully amortized at the end of 2024. TEC Capital Cost Recovery for Retired Polk Unit 1 Components This regulatory asset relates to the remaining net book value of certain components of Polk Unit 1 that were early retired on December 31, 2024. The balance earns a rate of return as permitted by the FPSC and are being recovered through base rates over an 11-year recovery period beginning on January 1, 2025. NSPI FAM NSPI has a NSEB approved FAM, allowing NSPI to recover fluctuating fuel and certain fuel-related costs from customers through annual fuel rate adjustments. Differences between prudently incurred fuel costs and amounts recovered from customers through electricity rates in a given year are deferred to a FAM regulatory asset or liability and recovered from or returned to customers in subsequent periods. Cost Recovery Clauses These assets and liabilities are clauses and riders related to TEC and PGS. They are recovered or refunded through cost-recovery mechanisms approved by the FPSC as applicable, on a dollar-for-dollar basis in a subsequent period. Deferrals Related to Derivative Instruments This asset is primarily related to NSPI deferring changes in FV of derivatives that are documented as economic hedges or that do not qualify for NPNS exemption, as a regulatory asset or liability as approved by the NSEB. The realized gain or loss is recognized when the hedged item settles in regulated fuel for generation and purchased power, other income, inventory, or OM&G, depending on the nature of the item being economically hedged. 88 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Environmental Remediations This asset is primarily related to PGS costs associated with environmental remediation at Manufactured Gas Plant sites. The balance is included in rate base, partially offsetting the related liability, and earns a rate of return as permitted by the FPSC. The timing of recovery is based on a settlement agreement approved by the FPSC. Stranded Cost Recovery Due to decommissioning of a GBPC steam turbine in 2012, the GBPA approved recovery of a $21 million USD stranded cost through electricity rates; it is included in rate base and expected to be included in rates in future years. Accumulated Reserve – COR This regulatory asset or liability represents the non-ARO COR reserve in TEC, PGS and NSPI. AROs represent the FV of estimated cash flows associated with the Company’s legal obligation to retire its PP&E. Non-ARO COR represent estimated funds received from customers through depreciation rates to cover future COR of PP&E value upon retirement that are not legally required. This reduces rate base for ratemaking purposes. This liability is reduced as COR are incurred and increased as depreciation is recorded for existing assets and as new assets are put into service. Regulatory Environments and Updates Florida Electric Utility TEC is regulated by the FPSC and is also subject to regulation by the Federal Energy Regulatory Commission. The FPSC sets rates at a level that allows utilities such as TEC to collect total revenues or revenue requirements equal to their cost of providing service, plus an appropriate return on invested capital. Base rates are determined in FPSC rate setting hearings which can occur at the initiative of TEC, the FPSC or other interested parties. TEC’s approved regulated return on equity (“ROE”) range for 2025 was 9.50 per cent to 11.50 per cent (2024 – 9.25 per cent to 11.25 per cent) based on an allowed equity capital structure of 54 per cent. An ROE of 10.50 per cent (2024 – 10.20 per cent) is used for the calculation of the return on investments for clauses. Base Rates: On April 2, 2024, TEC filed a rate case with the FPSC for new base rates. On December 3, 2024, the FPSC rendered a decision which included annual base rate increases of $185 million USD in 2025 and adjustments of $87 million USD and $9 million USD in 2026 and 2027, respectively. The allowed equity in the capital structure will continue to be 54 per cent from investor sources of capital and the allowed regulatory ROE range is 9.50 per cent to 11.50 per cent with a 10.50 per cent midpoint. On February 3, 2025, the FPSC issued the final order approving the rate case decision, effective January 1, 2025. In February 2025, a motion for reconsideration on certain aspects of the final order was filed by an intervening party with the FPSC. On May 6, 2025, the FPSC denied the motion for reconsideration, except with respect to immaterial calculation corrections, and the final order was issued on June 11, 2025. In March 2025, two intervening parties each filed a notice of appeal to the Florida Supreme Court regarding the outcome of TEC’s 2024 base rate proceeding. On January 12, 2026, the intervening parties filed their briefs related to the appeal. To date, the FPSC has not responded to the briefs. On September 4, 2025, TEC petitioned the FPSC to increase base revenue by $88 million USD to reflect the 2026 adjustment in accordance with its 2024 rate case decision. On November 4, 2025, the FPSC approved the adjustment, with new rates effective January 1, 2026. Fuel Recovery and Other Cost Recovery Clauses: TEC has a fuel recovery clause approved by the FPSC, allowing the opportunity to recover fluctuating fuel expenses from customers through annual fuel rate adjustments. The FPSC annually approves cost-recovery rates for purchased power, capacity, environmental and conservation costs, including a return on capital invested. Differences between prudently incurred fuel costs and the cost-recovery rates and amounts recovered from customers through electricity rates in a year are deferred to a regulatory asset or liability and recovered from or returned to customers in subsequent periods. On April 2, 2024, TEC requested a mid-course adjustment to its fuel and capacity charges, reflecting a $138 million USD reduction over 12 months, from June 2024 through May 2025. The requested reduction was due to a decrease in actual and projected 2024 natural gas prices since TEC submitted its projected 2024 costs in the fall of 2023. On May 7, 2024, the FPSC approved the mid-course adjustment. EMERA 2025 ANNUAL REPORT 89
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Storm Reserve: On February 4, 2025, the FPSC approved TEC’s petition for the recovery of $466 million USD for costs associated with Hurricane Idalia, Hurricane Debby, Hurricane Helene and Hurricane Milton and the associated interest to replenish the storm reserve over an 18-month recovery period beginning March 2025. The amount of cost-recovery is subject to a true-up mechanism with the FPSC. Canadian Electric Utilities NSPI NSPI is a public utility as defined in the Public Utilities Act of Nova Scotia (“Public Utilities Act”) and is subject to regulation by the NSEB. The Public Utilities Act gives the NSEB supervisory powers over NSPI’s operations and expenditures. Electricity rates for NSPI’s customers are also subject to NSEB approval. NSPI is regulated under a cost-of-service model, with rates set to recover prudently incurred costs of providing electricity service to customers and provide a reasonable return to investors. NSPI is not subject to a general annual rate review process, but rather participates in hearings held from time to time at NSPI’s or the NSEB’s request. NSPI’s approved regulated ROE range for 2025 and 2024 was 8.75 per cent to 9.25 per cent based on an actual five quarter average regulated common equity component of up to 40 per cent of approved rate base. General Rate Application (“GRA”): On September 18, 2025, NSPI filed a consensus General Rate Application (“GRA”) with the NSEB, reflecting a settlement agreement reached with customer representatives. The GRA proposes average annual rate increases of 1.8 per cent in 2026 and 2.4 per cent in 2027. The proposed rates would result in annual revenue (fuel and non-fuel) increases of $62 million in 2026 and $108 million in 2027. The hearing for the matter concluded in January 2026. Federal Loan Guarantee (“FLG”): On September 24, 2024, the Government of Canada finalized an agreement with NSPI, NSPML and the Province of Nova Scotia (the “Province”) on terms and conditions for a FLG of $500 million in debt to be issued by NSPML to help Nova Scotia customers manage unrecovered costs of the replacement energy that was required during the several years of delay in the Muskrat Falls hydroelectricity project. On November 29, 2024, the NSEB approved NSPML’s application to issue the debt, transfer the proceeds to NSPI as a refund of a portion of previous NSPML assessment payments, and increase its annual assessment charge to NSPI to recover the refund and related financing costs over a 28-year period. On December 16, 2024, the net proceeds of the NSPML debt issuance were transferred to NSPI and applied against the FAM regulatory asset balance. FAM Asset Sale: On April 17, 2024, the NSEB approved the sale of $117 million of the FAM regulatory asset to Invest Nova Scotia, a provincial Crown corporation. On April 30, 2024, the transaction closed and the $117 million was remitted to NSPI, which resulted in a corresponding decrease of the FAM regulatory asset. NSPI is collecting the amortization and financing costs related to the $117 million from customers on behalf of Invest Nova Scotia over a 10-year period which began in Q2 2024 and is remitting those amounts to Invest Nova Scotia quarterly. Storm Rider: On December 2, 2024, the NSEB approved the recovery of $24 million of major storm restoration and incremental financing costs deferred to NSPI’s storm rider in 2023 to be recovered over a 12-month period beginning on January 1, 2025. Hurricane Fiona: NSPI has NSEB approved regulatory assets for the deferred recognition of $25 million in incremental operating costs incurred during the Hurricane Fiona storm restoration efforts, and $10 million of undepreciated costs related to assets retired, because of Hurricane Fiona in September 2022. Beginning on July 1, 2024, these regulatory assets are being amortized over a 10-year period. 90 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements NSPML Equity earnings from the Maritime Link are dependent on the approved ROE and operational performance of NSPML. NSPML’s approved regulated ROE range is 8.75 per cent to 9.25 per cent, based on an actual five-quarter average regulated common equity component of up to 30 per cent. Newfoundland and Labrador Hydro’s (“NLH”) Nova Scotia Block (“NS Block”) delivery obligations commenced in 2021 and delivery will continue over the next 35 years pursuant to the agreements. On December 23, 2025, NSPML received an interim order from the NSEB to collect up to $199 million from NSPI for the recovery of costs associated with the Maritime Link in 2026, subject to a monthly holdback of up to $4 million. On February 4, 2026, NSPML submitted an application with the NSEB requesting the termination of the holdback mechanism. On September 24, 2024, the Government of Canada finalized an agreement with NSPI, NSPML, and the Province on terms and conditions for a FLG of $500 million in debt to be issued by NSPML. For further information, refer to the NSPI section above. On November 29, 2024, NSPML received approval from the NSEB to collect up to $197 million in 2025 from NSPI, which included $158 million for the recovery of costs associated with the Maritime Link, and $39 million associated with the additional FLG debt and financing costs noted in the NSPI section above. Payments from NSPI were subject to a holdback of up to $4 million per month. There was no holdback recorded for the year ended December 31, 2025 (2024 – nil). Gas Utilities and Infrastructure PGS PGS is regulated by the FPSC. The FPSC sets rates at a level that allows utilities such as PGS to collect total revenues or revenue requirements equal to their cost of providing service, plus an appropriate return on invested capital. Base rates are determined in FPSC rate setting hearings which can occur at the initiative of PGS, the FPSC or other interested parties. PGS’s approved ROE range for 2025 and 2024 was 9.15 per cent to 11.15 per cent with a 10.15 per cent midpoint, based on an allowed equity capital structure of 54.7 per cent. Base Rates: On March 31, 2025, PGS filed a rate case with the FPSC for new rates to become effective January 1, 2026. On August 13, 2025, PGS and the intervening parties filed a settlement agreement with the FPSC for a $67 million USD increase in 2026 annual base rates, which includes $7 million USD from the cast iron and bare steel replacement rider, and additional adjustments of $25 million USD in 2027 and up to $5 million USD in 2028, subject to FPSC approval. This reflects a 10.30 per cent midpoint ROE and 54.7 per cent equity thickness. On October 31, 2025, the FPSC issued the final order approving the settlement. Fuel Recovery: PGS recovers the costs it pays for gas supply and interstate transportation for system supply through its Purchased Gas Adjustment Clause (“PGAC”). This clause is designed to recover actual costs incurred by PGS for purchased gas, gas storage services, interstate pipeline capacity, and other related items associated with the purchase, distribution, and sale of natural gas to its customers. These charges may be adjusted monthly based on a cap approved annually by the FPSC. Recovery of Energy Conservation and Pipeline Replacement Programs: The FPSC annually approves a conservation charge that is intended to permit PGS to recover prudently incurred expenditures in developing and implementing cost effective energy conservation programs which are required by Florida law and approved and monitored by the FPSC. PGS also has a Cast Iron/Bare Steel Pipe Replacement clause to recover the cost of accelerating the replacement of cast iron and bare steel distribution lines in the PGS system. In February 2017, the FPSC approved expansion of the Cast Iron/Bare Steel clause to allow recovery of accelerated replacement of certain obsolete plastic pipe. The majority of cast iron and bare steel pipe has been removed from its system, with replacement of obsolete plastic pipe continuing until 2028 under the rider. EMERA 2025 ANNUAL REPORT 91
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements NMGC NMGC is subject to regulation by the NMPRC. The NMPRC sets rates at a level that allows NMGC to collect total revenues or revenue requirements equal to its cost of providing service, plus an appropriate return on invested capital. NMGC’s approved ROE for 2025 and 2024 was 9.375 per cent on an allowed equity capital structure of 52 per cent. Base Rates: On September 14, 2023, NMGC filed a rate case with the NMPRC for new base rates. On March 1, 2024, NMGC filed with the NMPRC a settlement with the support of all parties in the case for an increase of $30 million USD in annual base revenues and maintaining NMGC’s ROE at 9.375 per cent. The rates reflect the recovery of increased operating costs and capital investments in pipeline projects and related infrastructure, as well as a new customer information and billing system. NMGC also agreed to withdraw, and to not reassert in a future rate case application, its request for a regulatory asset for costs associated with its 2022 application for a certificate of public convenience and necessity for a liquefied natural gas storage facility in New Mexico. The NMPRC approved the rate case settlement on July 25, 2024. New rates became effective October 1, 2024. Fuel Recovery: NMGC recovers gas supply costs through a PGAC. This clause recovers actual costs for purchased gas, gas storage services, interstate pipeline capacity, and other related items associated with the purchase, transmission, distribution, and sale of natural gas to its customers. On a monthly basis, NMGC can adjust charges based on the next month’s expected cost of gas and any prior month under-recovery or over-recovery. The NMPRC requires that NMGC annually file a reconciliation of the PGAC period costs and recoveries. NMGC must file a PGAC Continuation Filing with the NMPRC every four years to establish that the continued use of the PGAC is reasonable and necessary. NMGC received approval of its PGAC Continuation in December 2024, for the four-year period ending December 2028. Brunswick Pipeline Brunswick Pipeline is a 145-kilometre pipeline delivering natural gas from the Saint John LNG import terminal near Saint John, New Brunswick to markets in the northeastern US. Brunswick Pipeline entered into a 25-year firm service agreement commencing in July 2009 with Repsol Energy Canada. The agreement provides for a predetermined toll increase in the fifth and fifteenth year of the contract. The pipeline is considered a Group II pipeline regulated by the Canada Energy Regulator (“CER”). The CER Gas Transportation Tariff is filed by Brunswick Pipeline in compliance with the requirements of the CER Act and sets forth the terms and conditions of the transportation rendered by Brunswick Pipeline. Other Electric Utilities BLPC BLPC is regulated by the Fair Trading Commission (“FTC”), under the Utilities Regulation (Procedural) Rules 2003. BLPC is regulated under a cost-of-service model, with rates set to recover prudently incurred costs of providing electricity service to customers plus an appropriate return on capital invested. BLPC’s approved regulated return on rate base was 10 per cent for 2025 and 2024. Base Rates: In 2021, BLPC submitted a general rate review application to the FTC. In September 2022, the FTC granted BLPC interim rate relief, allowing an increase in base rates of approximately $1 million USD per month. On February 15, 2023, the FTC issued a decision on the application which included the following significant items: an allowed regulatory ROE of 11.75 per cent, an equity capital structure of 55 per cent, a directive to update the major components of rate base to September 16, 2022, and a directive to establish regulatory liabilities totalling approximately $71 million USD. On March 7, 2023, BLPC filed a Motion for Review and Variation (the “Motion”) and applied for a stay of the FTC’s decision, which was subsequently granted. On November 20, 2023, the FTC issued their decision dismissing the Motion. Interim rates continue to be in effect through to a date to be determined in a final decision and order. On December 1, 2023, BLPC appealed certain aspects of the FTC’s February 15 and November 20, 2023, decisions to the Supreme Court of Barbados in the High Court of Justice (the “Court”) and requested that they be stayed. On December 11, 2023, the Court granted the stay. BLPC’s position is that the FTC made errors of law and jurisdiction in their decisions and believes the success of the appeal is probable, and as a result, the adjustments to BLPC’s final rates and rate base, including any adjustments to regulatory assets and liabilities, have not been recorded at this time. The appeal was heard in December 2025 and will continue in early 2026. 92 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements License: BLPC currently operates pursuant to a single integrated license to generate, transmit and distribute electricity on the island of Barbados until 2028. In 2019, the Government of Barbados passed legislation requiring multiple licenses for the supply of electricity. In November 2025, the Government of Barbados and BLPC agreed to new Transmission, Distribution, Sales and Dispatch (“T&D”) and Generation and Energy Storage (“G&S”) licenses. The G&S license will be valid until 2047, unless otherwise extended. The T&D license will be valid for 30 years. These new non-exclusive licenses have since been signed and will become effective upon the repeal of the existing license. BLPC continues to operate under its current statutory authority while preparing for the transition to the new licensing framework. Fuel Recovery: BLPC’s fuel costs flow through a fuel pass-through mechanism which provides opportunity to recover all prudently incurred fuel costs from customers in a timely manner. The calculation of the fuel charge is adjusted on a monthly basis and reported to the FTC for approval. GBPC GBPC is regulated by the GBPA. The GBPA has granted GBPC a licensed, regulated and exclusive franchise to produce, transmit and distribute electricity on the island until 2054. Rates are set to recover prudently incurred costs of providing electricity service to customers plus an appropriate return on rate base. GBPC’s approved regulated return on rate base is 8.52 per cent. Electricity Act, 2024: On June 1, 2024, the Electricity Act, 2024 took effect. The legislation purports to remove the jurisdiction of the GBPA over GBPC and to have the Utilities Regulation and Competition Authority, another Bahamian regulator, regulate GBPC. Base Rates: There is a fuel pass-through mechanism and tariff review policy with new rates submitted every three years. On August 1, 2024, as required by the GBPA Operating Protocol and Regulatory Framework Agreement, GBPC filed a rate plan proposal. Fuel Recovery: GBPC’s fuel costs flow through a fuel pass-through mechanism which provides the opportunity to recover all prudently incurred fuel costs from customers in a timely manner. In 2025 and 2024, the fuel pass through charge was adjusted monthly, in-line with actual fuel and other associated costs. 8. Investments Subject to Significant Influence and Equity Income Equity Income Carrying Value For the year ended Percentage of As at December 31 December 31 Ownership millions of dollars 2025 2024 2025 2024 2025 NSPML $ 462 $ 475 $ 41 $ 44 100.0 M&NP (1) 108 124 18 20 12.9 Lucelec (1) 55 55 5 4 19.5 WTI (2) 9 — — — 50.0 Bear Swamp (3) — — (1) 2 50.0 LIL (4) — — — 29 —$ 634 $ 654 $ 63 $ 99 (1) Emera has significant influence over the operating and financial decisions of these companies through Board representation and therefore, records its investment in these entities using the equity method. (2) On March 5, 2025, NSPI, the Canada Infrastructure Bank (“CIB”) and the Wskijinu’k Mtmo’taquow Agency (“WMA”) announced the Wasoqonatl transmission line project to create a reliable intertie between Nova Scotia and New Brunswick. The project is owned by a new regulated utility, WTI, which is wholly-owned by a newly formed limited partnership between NSPI, CIB and WMA. NSPI is responsible for providing construction, operation, maintenance and administrative services to WTI. NSPI’s ownership interest is based on a 50 per cent indirect voting interest in WTI. As of December 31, 2025, NSPI’s economic interest based on the $9 million invested is 26 per cent. (3) The investment balance in Bear Swamp is in a credit position primarily as a result of a $179 million distribution received in 2015. Bear Swamp’s credit investment balance of $84 million (2024 – $92 million) is recorded in Other long-term liabilities on the Consolidated Balance Sheets. (4) On June 4, 2024, Emera completed the sale of its equity interest in the LIL. For further details, refer to note 4. EMERA 2025 ANNUAL REPORT 93
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Equity investment in Lucelec includes a $10 million difference between the cost and the underlying FV of the investees’ assets as at the date of acquisition. The excess is attributable to goodwill. Emera accounts for its variable interest investment in NSPML as an equity investment (note 33). NSPML’s consolidated summarized balance sheets are illustrated as follows: As at December 31 December 31 millions of dollars 2025 2024 Balance Sheets Current assets $ 40 $ 37 PP&E 1,380 1,425 Regulatory assets 782 778 Non-current assets 27 27 Total assets $ 2,229 $ 2,267 Current liabilities $ 87 $ 55 Long-term debt (1) 1,495 1,570 Non-current liabilities 185 167 Equity 462 475 Total liabilities and equity $ 2,229 $ 2,267 (1) The project debt has been guaranteed by the Government of Canada. 9. Other Income, Net For the Year ended December 31 millions of dollars 2025 2024 AFUDC $ 62 $ 53 Interest income 37 23 Pension non-current service cost recovery 25 35 FX gains (losses) 25 (58) Gain on sale of LIL, net of transaction costs (1) 4 182 Transaction costs related to the pending sale of NMGC (1) (2) (25) Charges related to wind-down costs and certain asset impairments (2) — (29) Other 14 22 $ 165 $ 203 (1) For more information related to the gain on sale, after transaction costs, of Emera’s indirect minority interest in the LIL and the pending sale of NMGC, refer to note 4. (2) Primarily related to the wind-down of Block Energy LLC. 10. Interest Expense, Net For the Year ended December 31 millions of dollars 2025 2024 Interest on debt $ 1,048 $ 1,004 Allowance for borrowed funds used during construction (30) (23) Other 14 (8) $ 1,032 $ 973 94 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 11. Income Taxes The income tax provision, for the years ended December 31, differs from that computed using the enacted Canadian federal statutory income tax rate for the following reasons: millions of dollars 2025 2024 Income before provision for income taxes $ 1,171 $ 409 Income taxes, at statutory income tax rate 176 15% 61 15% Domestic reconciling items: Investment tax credits (36) (3)% — —% Deferred income taxes on regulated income recorded as (18) (2)% (44) (11)% regulatory assets and regulatory liabilities Valuation allowance (14) (1)% (30) (7)% Net Part VI.1 tax 14 1% 14 3% Interest and financing expenses — —% (30) (7)% Additional impact from the sale of LIL equity interest — —% 11 3% Other (8) (1)% (3) (1)% Provincial income taxes (1) (31) (3)% (130) (32)% Foreign reconciling items: United States Federal tax rate variance 58 5% 32 8% Production tax credits (51) (4)% (41) (10)% State income tax, net of federal income tax benefit 49 4% 30 7% Amortization of deferred income tax regulatory liabilities (45) (4)% (37) (9)% Investment tax credits (39) (3)% (8) (2)% Deferral and amortization of Investment tax credits 21 2% (4) (1)% Impairment charges 13 1% 35 9% Other (3) —% (8) (2)% Other foreign jurisdictions (5) —% (7) (2)% Income tax expense (recovery) $ 81 7% $ (159) (39)% (1) The majority of provincial income taxes relate to Nova Scotia. US One Big Beautiful Bill Act (“OBBBA”): On July 4, 2025, the OBBBA was signed into law. The OBBBA makes permanent many of the expired and expiring tax provisions originally enacted in the Tax Cuts and Jobs Act of 2017. It also includes significant changes in future years to the timing and availability of several clean energy tax credits previously enacted in the Inflation Reduction Act, including the investment tax credit and production tax credit. On August 15, 2025, the Internal Revenue Service released guidance on determining when wind and solar projects have begun construction for purposes of qualifying for these tax credits. Emera’s 2025 financial statements were not materially impacted as a result of the enacted changes. Excessive Interest and Financing Expenses Limitation (“EIFEL”) Regime: On June 20, 2024, Bill C-59, an Act to implement certain provisions of the fall economic statement tabled in Parliament on November 21, 2023, and certain provisions of the budget tabled in Parliament on March 28, 2023, was enacted. Bill C-59 includes the EIFEL regime, which is effective January 1, 2024. EIFEL applies to limit a company’s net interest and financing expense deduction to no more than 30 per cent of earnings before interest, income taxes, depreciation, and amortization for tax purposes. Any denied interest and financing expenses under the EIFEL regime can be carried forward indefinitely. EMERA 2025 ANNUAL REPORT 95
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements During 2024, the Company incurred $185 million of interest and financing expenses in connection with a specific financing structure. The current and future interest and financing expenses were expected to be denied under the EIFEL legislation and, as a result, the financing structure was wound up. It was determined that Emera was more likely than not to realize the benefit of the current denied interest and financing expenses and therefore a $54 million deferred income tax asset and related income tax benefit was recorded during Q4 2024. In addition, Emera recognized a $4 million income tax benefit related to the reversal of a deferred income tax liability on the wind-up of the financing structure. During 2024, the total tax benefit of $58 million was recorded in “Income tax expense (recovery)” on the Consolidated Statements of Income and included in the Other segment. The following table reflects the composition of income before provision for income taxes presented in the Consolidated Statements of Income for the years ended December 31: millions of dollars 2025 2024 Canada $ 157 $ (175) United States 961 534 Other 53 50 Income before provision for income taxes $ 1,171 $ 409 The following table reflects the composition of taxes on income from continuing operations presented in the Consolidated Statements of Income for the years ended December 31: Canada Canada United millions of dollars (Federal) (Provincial) States Other Total 2025 Current income taxes $ (6) $ — $ 16 $ — $ 10 Deferred income taxes – exclusive of the 23 21 208 5 257 components listed below Benefits of operating loss carryforwards (41) (39) (2) (2) (84) Net tax credits — — (72) — (72) Adjustments to beginning of the year valuation (14) (13) (3) — (30) allowance Income tax expense (recovery) $ (38) $ (31) $ 147 $ 3 $ 81 2024 Current income taxes $ 29 $ — $ 4 $ — $ 33 Deferred income taxes – exclusive of the (104) (98) 208 — 6 components listed below Benefits of operating loss carryforwards (2) (2) (76) — (80) Adjustments to beginning of the year (31) (30) — — (61) valuation allowance Net tax credits — — (57) — (57) Income tax (recovery) expense $ (108) $ (130) $ 79 $ — $ (159) 96 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements The deferred income tax assets and liabilities presented in the Consolidated Balance Sheets as at December 31 consisted of the following: millions of dollars 2025 2024 Deferred income tax assets: Tax loss carryforwards $ 1,028 $ 1,118 Tax credit carryforwards 596 534 Regulatory liabilities 295 321 Pension and other post-retirement liabilities 173 197 Derivative instruments 143 144 Other 463 432 Total deferred income tax assets before valuation allowance 2,698 2,746 Valuation allowance (317) (322) Total deferred income tax assets after valuation allowance $ 2,381 $ 2,424 Deferred income tax liabilities: PP&E $ (3,462) $ (3,307) Regulatory assets (358) (420) Pension and other post-retirement assets (335) (286) Other (321) (350) Total deferred income tax liabilities $ (4,476) $ (4,363) Consolidated Balance Sheets presentation: Long-term deferred income tax assets $ 421 $ 392 Long-term deferred income tax liabilities (2,516) (2,331) Net deferred income tax liabilities $ (2,095) $ (1,939) Considering all evidence regarding the utilization of the Company’s deferred income tax assets, it has been determined that Emera is more likely than not to realize all recorded deferred income tax assets, except for certain loss carryforwards, denied interest and financing expenses and unrealized capital losses on long-term debt and investments. A valuation allowance of $317 million has been recorded as at December 31, 2025 (2024 – $322 million) related to the loss carryforwards, denied interest and financing expenses, long-term debt and investments. During 2025, the Company recognized a $28 million (2024 – $58 million) net tax benefit primarily due to the utilization of certain loss carryforwards, which were subject to a valuation allowance at the beginning of the year. The Company intends to indefinitely reinvest earnings from certain foreign operations. It is impractical to estimate the amount of income and withholding tax that might be payable if such earnings were repatriated. Emera’s net operating loss (“NOL”), capital loss and tax credit carryforwards and their expiration periods as at December 31, 2025 consisted of the following: Subject to Tax Valuation Net Tax Expiration millions of dollars Carryforwards Allowance Carryforwards Period Canada NOL $ 2,649 $ (876) $ 1,773 2026 – 2045 Capital loss 55 (55) — Indefinite Tax credit 2 (2) — 2028 – 2044 United States Federal NOL $ 909 $ (1) $ 908 2037 – Indefinite State NOL 937 (30) 907 2026 – Indefinite Capital loss 1 — 1 2029 Tax credit 595 (1) 594 2026 – 2045 Other NOL $ 108 $ (20) $ 88 2026 – 2031 EMERA 2025 ANNUAL REPORT 97
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements The following table provides details of the change in unrecognized tax benefits for the years ended December 31 as follows: millions of dollars 2025 2024 Balance, January 1 $ 42 $ 37 Increases due to tax positions related to current year 6 6 Increases due to tax positions related to a prior year 1 2 Decreases due to tax positions related to a prior year (3) (3) Balance, December 31 $ 46 $ 42 Unrecognized tax benefits relate to the timing of certain tax deductions at NSPI and research and development tax credits primarily at TEC. The total amount of unrecognized tax benefits as at December 31, 2025 was $46 million (2024 – $42 million), which would decrease the effective tax rate if recognized. The total amount of accrued interest with respect to unrecognized tax benefits was $12 million (2024 – $10 million) with $2 million interest expense recognized in the Consolidated Statements of Income (2024 – $1 million). No penalties have been accrued. NSPI and the CRA are currently in a dispute with respect to the timing of certain tax deductions for its 2006 through 2010 and 2013 through 2016 taxation years. The ultimate permissibility of the tax deductions is not in dispute; rather, it is the timing of those deductions. The cumulative net amount in dispute to date is $126 million (2024 – $126 million), including interest. NSPI has prepaid $55 million (2024 – $55 million) of the amount in dispute, as required by CRA. On November 29, 2019, NSPI filed a Notice of Appeal with the Tax Court of Canada with respect to its dispute of the 2006 through 2010 taxation years. Should NSPI be successful in defending its position, all payments including applicable interest will be refunded. If NSPI is unsuccessful in defending any portion of its position, the resulting taxes and applicable interest will be deducted from amounts previously paid, with the difference, if any, either owed to, or refunded from, the CRA. The related tax deductions will be available in subsequent years. Should NSPI be similarly reassessed by the CRA for years not currently in dispute, further payments will be required; however, the ultimate permissibility of these deductions would be similarly not in dispute. NSPI and its advisors believe that NSPI has reported its tax position appropriately. NSPI continues to assess its options to resolving the dispute; however, the outcome of the Notice of Appeal process is not determinable at this time. Emera files a Canadian federal income tax return, which includes its Nova Scotia provincial income tax. Emera’s subsidiaries file Canadian, US, Barbados, and St. Lucia income tax returns. As at December 31, 2025, the Company’s tax years still open to examination by taxing authorities include 2006 and subsequent years. 12. Common Stock Authorized: Unlimited number of non-par value common shares. 2025 2024 millions of millions of millions of millions of Issued and outstanding: shares dollars shares dollars Balance, December 31, 2024 295.94 $ 9,042 284.12 $ 8,462 Conversion of Convertible Debentures 0.02 1 — —Issuance of common stock under ATM program (1)(2) 0.19 9 5.12 261 Issued under the DRIP, net of discounts 4.83 293 6.10 291 Senior management stock options exercised and 0.78 42 0.60 28 Employee Share Purchase Plan Balance, December 31, 2025 301.76 $ 9,387 295.94 $ 9,042 (1) For the year ended December 31, 2024, a total of 5,117,273 common shares were issued under Emera’s ATM program at an average price of $51.52 per share for gross proceeds of $264 million ($261 million net of after-tax issuance costs). (2) For the year ended December 31, 2025, a total of 187,600 common shares were issued under Emera’s ATM program at an average price of $53.58 per share for gross proceeds of $10 million ($9 million net of after-tax issuance costs). As at December 31, 2025, an aggregate gross sales limit of $600 million remained available for issuance under the ATM program. 98 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements As at December 31, 2025, the following common shares were reserved for issuance: 5 million (2024 – 6 million) under the senior management stock option plan, 1 million (2024 – 2 million) under the employee common share purchase plan and 20 million (2024 – 12 million) under the DRIP. The issuance of common shares under the common share compensation arrangements does not allow the plans to exceed 10 per cent of Emera’s outstanding common shares. As at December 31, 2025, Emera was in compliance with this requirement. ATM Equity Program On December 5, 2025, Emera renewed its ATM Program by filing a prospectus supplement to the Company’s Canadian short form base shelf prospectus with the securities regulatory authorities in each of the provinces of Canada. At the same time, Emera filed a US prospectus supplement to the Company’s US base prospectus included in its US registration statement on Form F-10 with the US Securities and Exchange Commission (the “SEC”). The ATM Program allows the Company to issue up to $600 million of common shares from treasury to the public from time to time, at the Company’s discretion, at the prevailing market price. The ATM Program is expected to remain in effect until January 5, 2029. 13. Earnings Per Share Basic earnings per share is determined by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period, adjusted for the exercise and/or conversion of all potentially dilutive securities. Such dilutive items include Company contributions to the senior management stock option plan, convertible debentures and shares issued under the DRIP. The following table reconciles the computation of basic and diluted earnings per share: For the Year ended December 31 millions of dollars (except per share amounts) 2025 2024 Numerator Net income attributable to common shareholders $ 1,014.2 $ 493.6 Diluted numerator 1,014.2 493.6 Denominator Weighted average shares of common stock outstanding – basic 299.2 289.1 Stock-based compensation 0.5 0.1 Weighted average shares of common stock outstanding – diluted 299.7 289.2 Earnings per common share Basic $ 3.39 $ 1.71 Diluted $ 3.38 $ 1.71 EMERA 2025 ANNUAL REPORT 99
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 14. Accumulated Other Comprehensive Income The components of AOCI are as follows: Unrealized gain (loss) on Gains (losses) Net change in translation of on derivatives Net change on unrecognized self-sustaining Net change in recognized available- pension and foreign net investment as cash flow for-sale post-retirement Total millions of dollars operations hedges hedges investments benefit costs AOCI For the year ended December 31, 2025 Balance, January 1, 2025 $ 1,396 $ (163) $ 12 $ — $ 16 $ 1,261 OCI before reclassifications (623) 82 — 2 — (539) Amounts reclassified from AOCI — — (2) — 153 151 Net current period OCI (623) 82 (2) 2 153 (388) Balance, December 31, 2025 $ 773 $ (81) $ 10 $ 2 $ 169 $ 873 For the year ended December 31, 2024 Balance, January 1, 2024 $ 369 $ (24) $ 14 $ (2) $ (52) $ 305 OCI before reclassifications 1,027 (139) — 2 — 890 Amounts reclassified from AOCI — — (2) — 68 66 Net current period OCI 1,027 (139) (2) 2 68 956 Balance, December 31, 2024 $ 1,396 $ (163) $ 12 $ — $ 16 $ 1,261 The reclassifications out of AOCI are as follows: For the Year ended December 31 millions of dollars 2025 2024 Affected line item in the Consolidated Financial Statements Gains on derivatives recognized as cash flow hedges Interest rate hedge Interest expense, net $ (2) $ (2) Net change in unrecognized pension and post-retirement benefit costs Actuarial (gains) losses Other income, net $ (2) $ 2 Past service costs (gains) Other income, net 2 (2) Amounts reclassified into obligations Pension and post-retirement benefits 156 68 Total before tax 156 68 Income tax expense (3) — Total net of tax $ 153 $ 68 Total reclassifications out of AOCI, net of tax, for the period $ 151 $ 66 15. Inventory As at December 31 December 31 millions of dollars 2025 2024 Materials $ 484 $ 453 Fuel 337 328 Total $ 821 $ 781 100 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 16. Derivative Instruments Derivative assets and liabilities relating to the foregoing categories consisted of the following: Derivative Assets Derivative Liabilities As at December 31 December 31 December 31 December 31 millions of dollars 2025 2024 2025 2024 Regulatory deferral: Commodity swaps and forwards $ 22 $ 25 $ 33 $ 44 FX forwards 3 27 2 3 25 52 35 47 HFT derivatives: Power swaps and physical contracts 51 34 50 30 Natural gas swaps, futures, forwards, physical contracts 238 236 695 660 289 270 745 690 Other derivatives: Equity derivatives 8 — — 2 FX forwards 8 — 1 34 16 — 1 36 Total gross current derivatives 330 322 781 773 Impact of master netting agreements: Regulatory deferral (1) (7) (1) (7) HFT derivatives (131) (148) (131) (148) Total impact of master netting agreements (132) (155) (132) (155) Less: Derivatives classified as held for sale (1) — (1) — (1) Total derivatives $ 198 $ 166 $ 649 $ 617 Current (2) 156 115 534 526 Long-term (2) 42 51 115 91 Total derivatives $ 198 $ 166 $ 649 $ 617 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. (2) Derivative assets and liabilities are classified as current or long-term based upon the maturities of the underlying contracts. Cash Flow Hedges On May 26, 2021, a treasury lock was settled for a gain of $19 million that is being amortized through interest expense over 10 years as the underlying hedged item settles. As of December 31, 2025, the unrealized gain in AOCI was $10 million, after-tax (December 31, 2024 – $12 million, after-tax). For the year ended December 31, 2025, unrealized gains of $2 million (2024—$2 million) were reclassified from AOCI into interest expense, net. The Company expects $2 million of unrealized gains currently in AOCI to be reclassified into net income within the next twelve months. EMERA 2025 ANNUAL REPORT 101
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Regulatory Deferral The Company has recorded the following changes with respect to derivatives receiving regulatory deferral: Commodity Commodity swaps and swaps and millions of dollars forwards FX forwards forwards FX forwards For the year ended December 31 2025 2024 Unrealized (loss) gain in regulatory assets $ (36) $ 1 $ (27) $ 5 Unrealized gain (loss) in regulatory liabilities 13 (12) 11 33 Realized gain in regulatory assets (7) — (8) — Realized loss in regulatory liabilities 5 — 4 — Realized loss (gain) in inventory (1) 15 (8) 11 (8) Realized loss (gain) in regulated fuel for generation and purchased power (2) 18 (4) 50 (6) Total change in derivative instruments $ 8 $ (23) $ 41 $ 24 (1) Realized (gains) losses will be recognized in fuel for generation and purchased power when the hedged item is consumed. (2) Realized (gains) losses on derivative instruments settled and consumed in the period and hedging relationships that have been terminated or the hedged transaction is no longer probable. As at December 31, 2025, the Company had the following notional volumes designated for regulatory deferral that are expected to settle as outlined below: millions 2026 2027–2028 Commodity swaps and forwards purchases: Natural gas (MMBtu) 7 10 Power (MWh) 1 — FX forwards: FX contracts (millions of USD) $ 175 $ 72 Weighted average rate 1.3569 1.3534 % of USD requirements 64% 16% HFT Derivatives The Company has recognized the following realized and unrealized gains with respect to HFT derivatives: For the Year ended December 31 millions of dollars 2025 2024 Power swaps and physical contracts in non-regulated operating revenues $ 4 $ 12 Natural gas swaps, forwards, futures and physical contracts in non-regulated operating revenues 463 195 Total gains in net income $ 467 $ 207 As at December 31, 2025, the Company had the following notional volumes of outstanding HFT derivatives that are expected to settle as outlined below: 2030 and millions 2026 2027 2028 2029 thereafter Natural gas purchases (Mmbtu) 473 140 57 28 47 Natural gas sales (Mmbtu) 492 99 18 6 3 Power purchases (MWh) 1 — — — —Power sales (MWh) 2 1 — — — 102 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Other Derivatives As at December 31, 2025, the Company had equity derivatives in place to manage cash flow risk associated with forecasted future cash settlements of deferred compensation obligations and FX forwards in place to manage cash flow risk associated with forecasted USD cash inflows. The equity derivatives hedge the return on 3.2 million shares and extends until December of 2026. The FX forwards have a combined notional amount of $300 million USD and expire in 2026 through 2028. For the Year ended December 31 millions of dollars 2025 2024 Equity Equity FX Forwards Derivatives FX Forwards Derivatives Unrealized gain (loss) in OM&G $ — $ 8 $ — $ (2) Unrealized gain (loss) in other income, net 39 — (44) — Realized gain in OM&G — 33 — 16 Realized loss in other income, net (16) — (12) — Total gains (losses) in net income $ 23 $ 41 $ (56) $ 14 Credit Risk The Company is exposed to credit risk with respect to amounts receivable from customers, energy marketing collateral deposits and derivative assets. Credit risk is the potential loss from a counterparty’s non-performance under an agreement. The Company manages credit risk with policies and procedures for counterparty analysis, exposure measurement, and exposure monitoring and mitigation. Credit assessments are conducted on all new customers and counterparties, and deposits or collateral are requested on any high-risk accounts. The Company assesses the potential for credit losses on a regular basis and, where appropriate, maintains provisions. With respect to counterparties, the Company has implemented procedures to monitor the creditworthiness and credit exposure of counterparties and to consider default probability in valuing the counterparty positions. The Company monitors counterparties’ credit standing, including those that are experiencing financial problems, have significant swings in default probability rates, have credit rating changes by external rating agencies, or have changes in ownership. Net liability positions are adjusted based on the Company’s current default probability. Net asset positions are adjusted based on the counterparty’s current default probability. The Company assesses credit risk internally for counterparties that are not rated. As at December 31, 2025, the maximum exposure the Company had to credit risk was $2 billion (2024 – $1.3 billion), which included accounts receivable net of collateral/deposits and assets related to derivatives. It is possible that volatility in commodity prices could cause the Company to have material credit risk exposures with one or more counterparties. If such counterparties fail to perform their obligations under one or more agreements, the Company could suffer a material financial loss. The Company transacts with counterparties as part of its risk management strategy for managing commodity price, FX and interest rate risk. Counterparties that exceed established credit limits can provide a cash deposit or letter of credit to the Company for the value in excess of the credit limit where contractually required. The total cash deposits/collateral on hand as at December 31, 2025 was $301 million (2024 – $303 million), which mitigated the Company’s maximum credit risk exposure. The Company uses the cash as payment for the amount receivable or returns the deposit/ collateral to the customer/counterparty where it is no longer required by the Company. The Company enters into commodity master arrangements with its counterparties to manage certain risks, including credit risk to these counterparties. The Company generally enters into International Swaps and Derivatives Association agreements, North American Energy Standards Board agreements and, or Edison Electric Institute agreements. The Company believes entering into such agreements offers protection by creating contractual rights relating to creditworthiness, collateral, non-performance and default. As at December 31, 2025, the Company had $207 million (2024 – $140 million) in financial assets, considered to be past due, which have been outstanding for an average 77 days. The FV of these financial assets was $192 million (2024 – $128 million), the difference of which was included in the allowance for credit losses. These assets primarily relate to accounts receivable from electric and gas revenue. EMERA 2025 ANNUAL REPORT 103
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Concentration Risk The Company’s concentrations of risk consisted of the following: As at December 31, 2025 December 31, 2024 millions of % of total millions of % of total dollars exposure dollars exposure Receivables, net Regulated utilities: Residential $ 471 20% $ 376 22% Commercial 211 9% 184 11% Industrial 94 4% 73 4% Other 177 8% 105 6% Cash collateral 3 0% 46 3% 956 41% 784 46% Trading group: Credit rating of A- or above 146 6% 88 5% Credit rating of BBB- to BBB+ 78 3% 42 2% Not rated 416 18% 165 10% 640 27% 295 17% Other accounts receivable 408 17% 331 20% Classification as assets held for sale (1) 134 6% 118 7% 2,138 92% 1,528 90% Derivative Instruments (current and long-term) Credit rating of A- or above 96 4% 91 5% Credit rating of BBB- to BBB+ 3 0% 1 0% Not rated 99 4% 74 5% 198 8% 166 10% $ 2,336 100% $ 1,694 100% (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. Cash Collateral The Company’s cash collateral positions consisted of the following: As at December 31 December 31 millions of dollars 2025 2024 Cash collateral provided to others $ 193 $ 198 Cash collateral received from others $ 5 $ 5 Collateral is posted in the normal course of business based on the Company’s creditworthiness, including its senior unsecured credit rating as determined by certain major credit rating agencies. Certain derivatives contain financial assurance provisions that require collateral to be posted if a material adverse credit-related event occurs. If a material adverse event resulted in the senior unsecured debt falling below investment grade, the counterparties to such derivatives could request ongoing full collateralization. As at December 31, 2025, the total FV of derivatives in a liability position was $649 million (December 31, 2024 – $617 million). If the credit ratings of the Company were reduced below investment grade, the full value of the net liability position could be required to be posted as collateral for these derivatives. 104 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 17. FV Measurements The Company is required to determine the FV of all derivatives except those which qualify for the NPNS exemption (see note 1) and uses a market approach to do so. The three levels of the FV hierarchy are defined as follows: Level 1 – Where possible, the Company bases the fair valuation of its financial assets and liabilities on quoted prices in active markets (“quoted prices”) for identical assets and liabilities. Level 2 – Where quoted prices for identical assets and liabilities are not available, the valuation of certain contracts must be based on quoted prices for similar assets and liabilities with an adjustment related to location differences. Also, certain derivatives are valued using quotes from over-the-counter clearing houses. Level 3 – Where the information required for a Level 1 or Level 2 valuation is not available, derivatives must be valued using unobservable or internally developed inputs. The primary reasons for a Level 3 classification are as follows: While valuations were based on quoted prices, significant assumptions were necessary to reflect seasonal or monthly shaping and locational basis differentials. The term of certain transactions extends beyond the period when quoted prices are available and, accordingly, assumptions were made to extrapolate prices from the last quoted period through the end of the transaction term. The valuations of certain transactions were based on internal models, although quoted prices were utilized in the valuations. Derivative assets and liabilities are classified in their entirety, based on the lowest level of input that is significant to the FV measurement. The following tables set out the classification of the methodology used by the Company to FV its derivatives: As at December 31, 2025 millions of dollars Level 1 Level 2 Level 3 Total Assets Regulatory deferral: Commodity swaps and forwards $ 21 $ — $ — $ 21 FX forwards — 3 — 3 21 3 — 24 HFT derivatives: Power swaps and physical contracts (1) 29 7 35 Natural gas swaps, futures, forwards, physical contracts 1 88 34 123 and related transportation — 117 41 158 Other derivatives: FX forwards — 8 — 8 Equity derivatives 8 — — 8 8 8 — 16 Total assets 29 128 41 198 Liabilities Regulatory deferral: Commodity swaps and forwards $ 11 $ 21 $ — $ 32 FX forwards — 2 — 2 11 23 — 34 HFT derivatives: Power swaps and physical contracts (4) 31 7 34 Natural gas swaps, futures, forwards and physical contracts 1 115 464 580 (3) 146 471 614 Other derivatives: FX forwards — 1 — 1 — 1 — 1 Total liabilities 8 170 471 649 Net assets (liabilities) $ 21 $ (42) $ (430) $ (451) EMERA 2025 ANNUAL REPORT 105
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements As at December 31, 2024 millions of dollars Level 1 Level 2 Level 3 Total Assets Regulatory deferral: Commodity swaps and forwards $ 15 $ 3 $ — $ 18 FX forwards — 27 — 27 15 30 — 45 HFT derivatives: Power swaps and physical contracts 2 23 5 30 Natural gas swaps, futures, forwards, physical contracts 13 52 27 92 and related transportation 15 75 32 122 Less: Derivatives classified as held for sale (1) — (1) — (1) Total assets 30 104 32 166 Liabilities Regulatory deferral: Commodity swaps and forwards 18 19 — 37 FX forwards — 3 — 3 18 22 — 40 HFT derivatives: Power swaps and physical contracts 2 21 4 27 Natural gas swaps, futures, forwards and physical contracts (11) 89 437 515 (9) 110 441 542 Other derivatives: FX forwards — 34 — 34 Equity derivatives 2 — — 2 2 34 — 36 Less: Derivatives classified as held for sale (1) — (1) — (1) Total liabilities 11 165 441 617 Net assets (liabilities) $ 19 $ (61) $ (409) $ (451) (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. The change in the FV of the Level 3 financial assets and liabilities for the year ended December 31, 2025 was as follows: HFT Derivatives millions of dollars Power Natural gas Total Assets Balance, beginning of period $ 5 $ 27 $ 32 Total realized and unrealized gains (losses) included in non-regulated operating revenues 2 7 9 Balance, December 31, 2025 $ 7 $ 34 $ 41 Liabilities Balance, beginning of period $ 4 $ 437 $ 441 Total realized and unrealized gains (losses) included in non-regulated operating revenues 3 27 30 Balance, December 31, 2025 $ 7 $ 464 $ 471 106 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Significant unobservable inputs used in the FV measurement of Emera’s natural gas and power derivatives include third-party sourced pricing for instruments based on illiquid markets. Significant increases (decreases) in any of these inputs in isolation would result in a significantly lower (higher) FV measurement. Other unobservable inputs used include internally developed correlation factors and basis differentials; own credit risk; and discount rates. Internally developed correlations and basis differentials are reviewed on a quarterly basis based on statistical analysis of the spot markets in the various illiquid term markets. Discount rates may include a risk premium for those long-term forward contracts with illiquid future price points to incorporate the inherent uncertainty of these points. Any risk premiums for long-term contracts are evaluated by observing similar industry practices and in discussion with industry peers. The Company uses a modelled pricing valuation technique for determining the FV of Level 3 derivative instruments. The following table outlines quantitative information about the significant unobservable inputs used in the FV measurements categorized within Level 3 of the FV hierarchy: Significant Weighted millions of dollars FV Unobservable Input Low High average (1) Assets Liabilities As at December 31, 2025 HFT derivatives – Power swaps $ 7 $ 7 Third-party pricing $27.35 $150.55 $88.79 and physical contracts HFT derivatives – Natural 34 464 Third-party pricing $0.51 $18.45 $11.85 gas swaps, futures, forwards and physical contracts Total $ 41 $ 471 Net liability $ 430 As at December 31, 2024 HFT derivatives – Power 5 4 Third-party pricing $25.60 $139.65 $82.63 swaps and physical contracts HFT derivatives – Natural gas 27 437 Third-party pricing $2.20 $17.54 $8.57 swaps, futures, forwards and physical contracts Total $ 32 $ 441 Net liability $ 409 (1) Unobservable inputs were weighted by the relative FV of the instruments. Long-term debt is a financial liability not measured at FV on the Consolidated Balance Sheets. The balance consisted of the following: As at Carrying millions of dollars Amount FV Level 1 Level 2 Level 3 Total December 31, 2025 $ 19,654 $ 18,956 $ — $ 18,535 $ 421 $ 18,956 December 31, 2024 $ 18,407 $ 17,941 $ — $ 17,688 $ 253 $ 17,941 The Company has designated $1.2 billion USD denominated Hybrid Notes as a hedge of the foreign currency exposure of its net investment in USD denominated operations. The Company’s Hybrid Notes are contingently convertible into preferred shares in the event of bankruptcy or other related events. A redemption option on or after June 15, 2026 is available and at the control of the Company. The Hybrid Notes are classified as Level 2 financial assets. As at December 31, 2025, the FV of the Hybrid Notes was $1.2 billion USD (2024 – $1.2 billion USD). An after-tax foreign currency gain of $82 million was recorded in AOCI for the year ended December 31, 2025 (2024 – $139 million after-tax loss). EMERA 2025 ANNUAL REPORT 107
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 18. Related Party Transactions In the ordinary course of business, Emera provides energy and other services and enters into transactions with its subsidiaries, associates and other related companies on terms similar to those offered to non-related parties. Intercompany balances and intercompany transactions have been eliminated on consolidation, except for the net profit on certain transactions between non-regulated and regulated entities in accordance with accounting standards for rate-regulated entities. All material amounts are under normal interest and credit terms. Significant transactions between Emera and its associated companies are as follows: Transactions between NSPI and NSPML related to the Maritime Link assessment are reported in the Consolidated Statements of Income. NSPI’s expense is reported in Regulated fuel for generation and purchased power, totalling $185 million for the year ended December 31, 2025 (2024 – $324 million recovery). NSPML is accounted for as an equity investment, and therefore corresponding earnings related to this revenue are reflected in Income from equity investments. Natural gas transportation capacity purchases from M&NP, reported in “Operating revenue – non-regulated” on the Consolidated Statements of Income, totalled $16 million for the year ended December 31, 2025 (2024 – $11 million). On March 5, 2025, NSPI sold development assets associated with the Wasoqonatl transmission line project to WTI for consideration of $15 million. The development assets were sold at cost with no gain or loss recognized in the Consolidated Statements of Income. As at December 31, 2025, Emera and its associated companies had $32 million due to related parties (December 31, 2024 –$24 million) recorded in “Other Current Liabilities” on the Consolidated Balance Sheets. 19. Receivables and Other Current Assets As at December 31 December 31 millions of dollars 2025 2024 Customer accounts receivable – billed $ 1,265 $ 834 Customer accounts receivable – unbilled 400 342 Capitalized transportation capacity (1) 238 216 Cash collateral provided to others 193 198 Prepaid expenses 105 105 Sales tax receivable 84 21 Income tax receivable 19 22 Allowance for credit losses (15) (12) Other 150 85 Total receivables and other current assets $ 2,439 $ 1,811 (1) Capitalized transportation capacity represents the value of transportation/storage received by EES on asset management agreements at the inception of the contracts. The asset is amortized over the term of each contract. 108 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 20. Leases Lessee The Company has operating leases for buildings, land, telecommunication services, and rail cars and finance leases for land and buildings. Emera’s leases have remaining lease terms of 2 years to 61 years, some of which include options to extend the leases for up to 65 years. These options are included as part of the lease term when it is considered reasonably certain they will be exercised. As at December 31 December 31 millions of dollars Classification 2025 2024 Operating leases: Right-of-use asset Other long-term assets $ 48 $ 52 Operating lease liabilities Current Other current liabilities 1 3 Long-term Other long-term liabilities 53 54 Total operating lease liabilities $ 54 $ 57 Finance leases: Right-of-use asset PP&E $ 66 $ 21 Finance lease liabilities Current Other current liabilities 3 —Long-term Other long-term liabilities 66 21 Total finance lease liabilities $ 69 $ 21 The amounts recognized in the Consolidated Statements of Income consisted of the following: Year ended December As at millions of dollars Classification 2025 2024 Operating leases: Operating Lease expense OM&G $ 15 $ 11 Finance leases: Variable costs for power generation finance leases Regulated fuel for generation and $ 115 $ 112 purchased power Amortization of right-of-use asset Depreciation and amortization 4 —Interest on finance lease liability Interest expense, net 3 —Total finance lease liabilities $ 122 $ 112 Future minimum lease payments under non-cancellable leases for each of the next five years and in aggregate thereafter are as follows: millions of dollars 2026 2027 2028 2029 2030 Thereafter Total Operating leases: Minimum lease payments $ 3 $ 3 $ 3 $ 3 $ 3 $ 109 $ 124 Less imputed interest (70) Total future minimum lease payments for operating leases $ 54 Finance Leases: Minimum lease payments $ 4 $ 4 $ 4 $ 4 $ 4 $ 161 $ 181 Less imputed interest (112) Total future minimum lease payments for finance leases $ 69 EMERA 2025 ANNUAL REPORT 109
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Additional information related to Emera’s leases is as follows: For the Year ended December 31 Year ended December 31 millions of dollars (except as indicated) 2025 2024 Operating Finance Operating Finance Leases Leases Leases Leases Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for leases $ 10 $ 3 $ 10 $ 1 Right-of-use assets obtained in exchange for lease obligations $ — $ — $ — $ —Operating leases $ 22 $ — $ — $ —Finance leases $ — $ 49 $ — $ 16 Weighted average remaining lease term (years) 44 33 44 31 Weighted average discount rate 3.98% 5.54% 3.96% 5.20% Lessor The Company’s net investment in direct finance and sales-type leases primarily relates to Brunswick Pipeline, Seacoast, compressed natural gas (“CNG”) stations, a renewable natural gas (“RNG”) facility and heat pumps. The Company manages its risk associated with the residual value of the Brunswick Pipeline lease through proper routine maintenance of the asset. Customers have the option to purchase CNG station assets by paying a make-whole payment at the date of the purchase based on a targeted internal rate of return or may take possession of the CNG station asset at the end of the lease term for no cost. Customers have the option to purchase heat pumps at the end of the lease term for a nominal fee. Direct finance and sales-type lease unearned income is recognized in income over the life of the lease using a constant rate of interest equal to the internal rate of return on the lease and is recorded as “Operating revenues – regulated gas” and “Other income, net” on the Consolidated Statements of Income. The total net investment in direct finance and sales-type leases consist of the following: As at December 31 December 31 millions of dollars 2025 2024 Total minimum lease payment to be received $ 1,180 $ 1,310 Less: amounts representing estimated executory costs (166) (182) Minimum lease payments receivable $ 1,014 $ 1,128 Estimated residual value of leased property (unguaranteed) 183 183 Less: Credit loss reserve (1) (2) Less: unearned finance lease income (580) (655) Net investment in direct finance and sales-type leases $ 616 $ 654 Principal due within one year (included in “Receivables and other current assets”) 44 44 Net Investment in direct finance and sales type leases – long-term $ 572 $ 610 As at December 31, 2025, future minimum lease payments to be received for each of the next five years and in aggregate thereafter were as follows: millions of dollars 2026 2027 2028 2029 2030 Thereafter Total Minimum lease payments $ 97 $ 96 $ 96 $ 95 $ 94 $ 702 $ 1,180 to be received Less: executory costs (166) Total $ 1,014 110 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 21. Property, Plant and Equipment PP&E consisted of the following regulated and non-regulated assets: As at Estimated December 31 December 31 millions of dollars useful life 2025 (1) 2024 (1) Generation 10 to 131 $ 14,673 $ 14,297 Transmission 5 to 80 3,379 3,106 Distribution 5 to 65 9,359 8,512 Gas transmission and distribution 20 to 75 4,815 4,658 General plant and other (2) 2 to 60 3,643 3,078 Total cost 35,869 33,651 Less: Accumulated depreciation (2) (10,845) (10,442) 25,024 23,209 Construction work in progress (2) 2,384 2,959 Net book value $ 27,408 $ 26,168 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024 and excluded from the table above. For further details on the pending transaction, refer to note 4. (2) SeaCoast owns a 50% undivided ownership interest in a jointly owned 26-mile pipeline lateral located in Florida, which went into service in 2020. At December 31, 2025, SeaCoast’s share of plant in service was $27 million USD (2024 – $27 million USD), and accumulated depreciation of $3 million USD (2024 – $3 million USD). SeaCoast’s undivided ownership interest is financed with its funds and all operations are accounted for as if such participating interest were a wholly owned facility. SeaCoast’s share of direct expenses of the jointly owned pipeline is included in “OM&G” in the Consolidated Statements of Income. 22. Employee Benefit Plans Emera maintains a number of contributory defined-benefit (“DB”) and defined-contribution (“DC”) pension plans, which cover substantially all of its employees. The Company also provides non-pension benefits for its retirees. Emera’s net periodic benefit cost included the following: EMERA 2025 ANNUAL REPORT 111
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Benefit Obligation and Plan Assets Changes in the benefit obligation and plan assets, and the funded status for plans were as follows: For the Year ended December 31 millions of dollars 2025 2024 DB pension Non-pension DB pension Non-pension plans benefit plans plans benefit plans Change in Projected Benefit Obligation (“PBO”) and Accumulated Post-retirement Benefit Obligation (“APBO”): Balance, January 1 $ 2,367 $ 241 $ 2,273 $ 227 Service cost 35 3 35 3 Plan participant contributions 5 5 6 5 Interest cost 114 12 110 12 Plan amendments — 5 — — Benefits paid (160) (22) (153) (21) Actuarial losses (gains) (1) (18) (2) 13 (3) FX translation adjustment (49) (10) 83 18 Balance, December 31 $ 2,294 $ 232 $ 2,367 $ 241 Change in plan assets: Balance, January 1 $ 2,493 $ 54 $ 2,298 $ 48 Employer contributions 38 15 36 13 Plan participant contributions 5 5 6 5 Benefits paid (160) (22) (153) (21) Actual return on assets, net of expenses 345 5 226 4 FX translation adjustment (46) (2) 80 5 Balance, December 31 $ 2,675 $ 55 $ 2,493 $ 54 Funded status, end of year $ 381 $ (177) $ 126 $ (187) (1) The actuarial gains recognized in the period are primarily due to higher than expected investment returns and changes in actuarial assumptions. Plans with PBO/APBO in Excess of Plan Assets The aggregate financial position for pension plans where the PBO or APBO (for post-retirement benefit plans) exceeded the plan assets for the years ended December 31 were as follows: millions of dollars 2025 2024 DB pension Non-pension DB pension Non-pension plans benefit plans plans benefit plans PBO/APBO $ 96 $ 212 $ 95 $ 219 FV of plan assets 13 — 11 — Funded status $ (83) $ (212) $ (84) $ (219) Plans with Accumulated Benefit Obligation (“ABO”) in Excess of Plan Assets The ABO for the DB pension plans was $2,114 million as at December 31, 2025 (2024 – $2,255 million). The aggregate financial position for those plans with an ABO in excess of the plan assets for the years ended December 31 were as follows: millions of dollars 2025 2024 DB pension DB pension plans plans ABO $ 92 $ 90 FV of plan assets 13 11 Funded status $ (79) $ (79) 112 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Balance Sheet The amounts recognized in the Consolidated Balance Sheets consisted of the following: As at December 31 December 31 millions of dollars 2025 2024 DB pension Non-pension DB pension Non-pension plans benefit plans plans benefit plans Other current liabilities $ (5) $ (17) $ (5) $ (21) Liabilities associated with assets held for sale (1) (1) (4) — (1) Long-term liabilities (77) (191) (78) (196) Other long-term assets 473 — 208 — Assets held for sale (1) (9) 46 1 31 AOCI, net of tax and regulatory assets 125 7 354 22 Deferred income tax expense in AOCI (12) — (8) (1) Net amount recognized $ 494 $ (159) $ 472 $ (166) (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. Amounts Recognized in AOCI and Regulatory Assets Unamortized gains and losses and past service costs arising on post-retirement benefits are recorded in AOCI or regulatory assets. The following table summarizes the change in AOCI and regulatory assets: Regulatory Actuarial Past service millions of dollars assets (gains) losses gains DB Pension Plans: Balance, January 1, 2025 $ 363 $ (17) $ — Amortized in current period (9) 1 — Current year changes (51) (158) — Change in FX rate (16) — — Balance, December 31, 2025 $ 287 $ (174) $ — Non-pension benefits plans: Balance, January 1, 2025 $ 29 $ (8) $ — Amortized in current period — 1 (3) Current year changes (3) 2 1 Change in FX rate (1) — — Balance, December 31, 2025 $ 25 $ (5) $ (2) As at December 31 December 31 millions of dollars 2025 2024 DB pension Non-pension DB pension Non-pension plans benefit plans plans benefit plans Actuarial (gains) losses $ (174) $ (5) $ (17) $ (8) Past service gains — (2) — — Deferred income tax expense 12 — 8 1 AOCI, net of tax (162) (7) (9) (7) Regulatory assets 287 14 363 29 Assets held for sale (1) — 11 — — AOCI, net of tax and regulatory assets $ 125 $ 18 $ 354 $ 22 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. EMERA 2025 ANNUAL REPORT 113
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Benefit Cost Components Emera’s net periodic benefit cost included the following: As at Year ended December 31 millions of dollars 2025 2024 DB pension Non-pension DB pension Non-pension plans benefit plans plans benefit plans Service cost $ 35 $ 3 $ 35 $ 3 Interest cost 114 12 110 12 Expected return on plan assets (164) (2) (160) (2) Current year amortization of: Actuarial losses (gains) (1) (1) 3 (2) Past service gains — 3 — (2) Regulatory assets 9 — 9 (2) Settlement, curtailments — — — 1 Total $ (7) $ 15 $ (3) $ 8 The expected return on plan assets is determined based on the market-related value of plan assets of $2,686 million as at January 1, 2025 (2024 – $2,571 million), adjusted for interest on certain cash flows during the year. The market-related value of assets is based on a smoothed asset value. Any investment gains (or losses) in excess of (or less than) the expected return on plan assets are recognized on a straight-line basis into the market-related value of assets over a multi-year period. Pension Plan Asset Allocations Emera’s investment policy includes discussion regarding the investment philosophy, the level of risk which the Company is prepared to accept with respect to the investment of the Pension Funds, and the basis for measuring the performance of the assets. Central to the policy is the target asset allocation by major asset categories. The objective of the target asset allocation is to diversify risk and to achieve asset returns that meet or exceed the plan’s actuarial assumptions. The diversification of assets reduces the inherent risk in financial markets by requiring that assets be spread out amongst various asset classes. Further, within each asset class, a diversification is undertaken through the investment in a broad range of investment and non-investment grade securities. Emera’s target asset allocation is as follows: Asset Class Target Range at Market Canadian Pension Plans: Short-term securities 0% to 10% Fixed income 34% to 49% Equities: Canadian 5% to 15% Non-Canadian 37% to 61% Non-Canadian Pension Plans: Cash and cash equivalents 0% to 10% Fixed income 29% to 49% Equities 48% to 68% Pension plan assets are overseen by the respective management pension committees in the sponsoring companies. All pension investments are in accordance with policies approved by the respective Board of Directors of each sponsoring company. 114 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements The following tables set out the classification of the methodology used by the Company to FV its investments (for more information on the FV hierarchy and measurement, refer to note 17): millions of dollars NAV Level 1 Level 2 Total Percentage As at December 31, 2025 Cash and cash equivalents $ — $ 76 $ — $ 76 3% Net in-transits — (27) — (27) (1)% Equity securities: Canadian — 117 — 117 4% United States — 262 — 262 10% Other — 146 — 146 5% Fixed income securities: Government — — 110 110 4% Corporate — — 68 68 3% Other — — 13 13 —% Mutual funds — 5 — 5 —% Open-ended investments measured at NAV (1) 1,335 — — 1,335 50% Common collective trusts measured at NAV (2) 570 — — 570 22% Total $ 1,905 $ 579 $ 191 $ 2,675 100% As at December 31, 2024 Cash and cash equivalents $ — $ 39 $ — $ 39 2% Net in-transits — (27) — (27) (1)% Equity securities: Canadian — 109 — 109 4% United States — 312 — 312 12% Other — 140 — 140 5% Fixed income securities: Government — — 132 132 5% Corporate — — 92 92 4% Other — — 22 22 1% Mutual funds — 13 — 13 1% Open-ended investments measured at NAV (1) 1,142 — — 1,142 46% Common collective trusts measured at NAV (2) 519 — — 519 21% Total $ 1,661 $ 586 $ 246 $ 2,493 100% (1) Net asset value (“NAV”) investments are open-ended registered and non-registered mutual funds, collective investment trusts, or pooled funds. NAV’s are calculated at least monthly and the funds honour subscription and redemption activity regularly. (2) The common collective trusts are private funds valued at NAV. The NAVs are calculated based on bid prices of the underlying securities. Since the prices are not published to external sources, NAV is used as a practical expedient. Certain funds invest primarily in equity securities of domestic and foreign issuers while others invest in long duration U.S. investment grade fixed income assets and seeks to increase return through active management of interest rate and credit risks. The funds honour subscription and redemption activity regularly. Non-Pension Benefit Plans There are no assets set aside to pay for most of the Company’s non-pension benefit plans. As is common practice, post-retirement health benefits are paid from general accounts as required. The exception to this is the NMGC Retiree Medical Plan, which is fully funded. Investments in Emera As at December 31, 2025 and 2024, assets related to the pension funds and post-retirement benefit plans did not hold any material investments in Emera or its subsidiaries securities. However, as a significant portion of assets for the benefit plan are held in pooled assets, there may be indirect investments in these securities. EMERA 2025 ANNUAL REPORT 115
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Cash Flows The following table shows expected cash flows for DB pension and other post-retirement benefit plans: DB pension Non-pension millions of dollars plans benefit plans Expected employer contributions 2026 $ 34 $ 17 Expected benefit payments 2026 170 19 2027 174 19 2028 174 20 2029 176 20 2030 173 20 2031 – 2035 899 109 Assumptions The following table shows the assumptions that have been used in accounting for DB pension and other post-retirement benefit plans: 2025 2024 DB pension Non-pension DB pension Non-pension (weighted average assumptions) plans benefit plans plans benefit plans Benefit obligation – December 31: Discount rate – past service 5.11% 4.87% 5.07% 4.91% Discount rate – future service 5.21% 5.08% 5.12% 5.00% Rate of compensation increase 3.73% 3.82% 3.73% 3.72% Health care trend – initial (next year) — 6.73% — 6.53% – ultimate — 3.77% — 3.77% – year ultimate reached 2045 2044 Benefit cost for year ended December 31: Discount rate – past service 5.07% 4.91% 4.89% 4.89% Discount rate – future service 5.12% 5.00% 4.88% 4.89% Expected long-term return on plan assets 6.42% 3.65% 6.43% 3.69% Rate of compensation increase 3.73% 3.72% 3.87% 3.85% Health care trend – initial (current year) — 6.53% — 6.04% – ultimate — 3.77% — 3.76% – year ultimate reached 2044 2043 Actual assumptions used differ by plan. The expected long-term rate of return on plan assets is based on historical and projected real rates of return for the plan’s current asset allocation, and assumed inflation. A real rate of return is determined for each asset class. Based on the asset allocation, an overall expected real rate of return for all assets is determined. The asset return assumption is equal to the overall real rate of return assumption added to the inflation assumption, adjusted for assumed expenses to be paid from the plan. The discount rate is based on high-quality long-term corporate bonds, with maturities matching the estimated cash flows from the pension plan. DC Pension Plan Emera also provides a DC pension plan for certain employees. The Company’s contribution for the year ended December 31, 2025 was $53 million (2024 – $51 million). 116 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 23. Goodwill The change in goodwill for the year ended December 31 was due to the following: millions of dollars 2025 2024 Balance, January 1 $ 5,858 $ 5,871 Change in FX rate (278) 504 Impairment charges — (214) Classified as assets held for sale (1) — (303) Balance, December 31 $ 5,580 $ 5,858 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. Goodwill is subject to an annual assessment for impairment at the reporting unit level. The goodwill on Emera’s Consolidated Balance Sheets at December 31, 2025, related to the TEC and PGS reporting units. In Q4 2025, qualitative assessments were performed for PGS and TEC given the significant excess of FV over carrying amounts calculated during the last quantitative tests in Q4 2024 and Q4 2023, respectively. Management concluded it was more likely than not that the FV of these reporting units exceeded their carrying amounts, including goodwill. As such, no quantitative testing was required. In Q3 2024, Emera announced an agreement to sell NMGC. As a result, a quantitative goodwill impairment assessment was performed on the NMGC reporting unit at that time and the Company recorded a goodwill impairment charge of $210 million, pre-tax, in Q3 2024. The reduced NMGC goodwill balance is included in the NMGC disposal unit classified as held for sale. For further details, refer to note 4. 24. Short-Term Debt Emera’s short-term borrowings consist of commercial paper issuances, advances on revolving and non-revolving credit facilities and short-term notes. Short-term debt and the related weighted-average interest rates as at December 31 consisted of the following: Weighted Weighted average average millions of dollars 2025 interest rate 2024 interest rate Florida Electric Utility Advances on revolving credit facilities $ 1,059 4.01% $ 915 4.77% Canadian Electric Utilities Advances on non-revolving credit facilities 500 3.35% — —% Bank indebtedness 42 —% — —% Gas Utilities and Infrastructure PGS – Advances on revolving credit facilities 199 4.63% 199 5.36% NMGC – Advances on revolving credit facilities 20 4.77% 46 5.52% NMGC – Advances on non-revolving term facilities 96 4.63% — —% Other Electric Utilities GBPC – Advances on revolving credit facilities — —% 19 7.20% Other TECO Finance – Advances on revolving credit and term facilities 7 5.21% 265 5.53% Emera – Bank indebtedness — —% 2 —% $ 1,923 $ 1,446 Adjustment Classification as liabilities held for sale (1) (116) (46) Short-term debt $ 1,807 $ 1,400 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. EMERA 2025 ANNUAL REPORT 117
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements The Company’s total short-term unsecured revolving and non-revolving credit facilities, outstanding borrowings and available capacity as at December 31 were as follows: millions of dollars Maturity 2025 2024 TEC – committed revolving credit facility 2030 $ 1,645 $ 1,151 TECO Finance – committed revolving credit facility 2030 548 576 NSPI – non-revolving credit facility 2026 500 —PGS – revolving credit facility 2030 343 360 NMGC – revolving credit facility (1) 2027 171 180 NMGC – non-revolving term facility (1) 2026 96 —Other – committed revolving credit facilities Various 29 35 Total 3,332 2,302 Less: Advances under revolving credit and term facilities 1,881 1,400 Letters of credit issued within the credit facilities 3 4 Total advances under available facilities 1,884 1,404 Available capacity under existing agreements $ 1,448 $ 898 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. The weighted average interest rate on outstanding short-term debt at December 31, 2025 was 4.24 per cent (2024 – 5.05 per cent). Recent Significant Financing Activity by Segment Florida Electric Utilities On November 20, 2025, TEC amended and restated its $800 million USD committed revolving credit facility to extend the maturity date from December 1, 2028, to November 20, 2030 and increased the amount to $1.2 billion USD. There were no other material changes in commercial terms from the prior agreement. Canadian Electric Utilities On May 21, 2025, NSPI entered into a $500 million non-revolving facility which matures on May 21, 2026. The credit agreement contains customary representations and warranties, events of default and financial and other covenants. The non-revolving facility’s interest rates are referenced to the Term CORRA or prime rate, plus a margin. Gas Utilities and Infrastructure On November 20, 2025, PGS amended and restated its $250 million USD unsecured committed revolving credit facility to extend the maturity date from December 1, 2028, to November 20, 2030. There were no other changes in commercial terms from the prior agreement. On October 23, 2025, NMGC entered into a $70 million USD, 364-day term loan agreement which matures on October 22, 2026. The credit agreement contains customary representations and warranties, events of default and financial and other covenants. The non-revolving facility’s interest rates are referenced to the Term SOFR plus a margin. On September 19, 2025, NMGC amended its $125 million USD unsecured committed revolving credit facility to extend the maturity date from December 17, 2026, to December 17, 2027. There were no other changes in commercial terms from the prior agreement. Other On November 20, 2025, TECO Finance amended and restated its $400 million USD unsecured committed revolving credit facility to extend the maturity date from December 1, 2028, to November 20, 2030. There were no other changes in commercial terms from the prior agreement. 118 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements The Company’s total short-term unsecured revolving and non-revolving credit facilities, outstanding borrowings and available capacity as at December 31 were as follows: millions of dollars Maturity 2025 2024 TEC – committed revolving credit facility 2030 $ 1,645 $ 1,151 TECO Finance – committed revolving credit facility 2030 548 576 NSPI – non-revolving credit facility 2026 500 —PGS – revolving credit facility 2030 343 360 NMGC – revolving credit facility (1) 2027 171 180 NMGC – non-revolving term facility (1) 2026 96 —Other – committed revolving credit facilities Various 29 35 Total 3,332 2,302 Less: Advances under revolving credit and term facilities 1,881 1,400 Letters of credit issued within the credit facilities 3 4 Total advances under available facilities 1,884 1,404 Available capacity under existing agreements $ 1,448 $ 898 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. The weighted average interest rate on outstanding short-term debt at December 31, 2025 was 4.24 per cent (2024 – 5.05 per cent). Recent Significant Financing Activity by Segment Florida Electric Utilities On November 20, 2025, TEC amended and restated its $800 million USD committed revolving credit facility to extend the maturity date from December 1, 2028, to November 20, 2030 and increased the amount to $1.2 billion USD. There were no other material changes in commercial terms from the prior agreement. Canadian Electric Utilities On May 21, 2025, NSPI entered into a $500 million non-revolving facility which matures on May 21, 2026. The credit agreement contains customary representations and warranties, events of default and financial and other covenants. The non-revolving facility’s interest rates are referenced to the Term CORRA or prime rate, plus a margin. Gas Utilities and Infrastructure On November 20, 2025, PGS amended and restated its $250 million USD unsecured committed revolving credit facility to extend the maturity date from December 1, 2028, to November 20, 2030. There were no other changes in commercial terms from the prior agreement. On October 23, 2025, NMGC entered into a $70 million USD, 364-day term loan agreement which matures on October 22, 2026. The credit agreement contains customary representations and warranties, events of default and financial and other covenants. The non-revolving facility’s interest rates are referenced to the Term SOFR plus a margin. On September 19, 2025, NMGC amended its $125 million USD unsecured committed revolving credit facility to extend the maturity date from December 17, 2026, to December 17, 2027. There were no other changes in commercial terms from the prior agreement. Other On November 20, 2025, TECO Finance amended and restated its $400 million USD unsecured committed revolving credit facility to extend the maturity date from December 1, 2028, to November 20, 2030. There were no other changes in commercial terms from the prior agreement. 118 EMERA 2025 ANNUAL REPORT Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 25. Other Current Liabilities As at December 31 December 31 millions of dollars 2025 2024 Accrued charges $ 229 $ 189 Accrued interest on long-term debt 137 106 Pension and post-retirement liabilities (note 22) 22 26 Sales and other taxes payable 16 11 Income tax payable 3 4 Other 128 153 $ 535 $ 489 26. Long-Term Debt Bonds, notes and debentures are at fixed interest rates and are unsecured unless noted below. Included are certain bankers’ acceptances and commercial paper where the Company has the intention and the unencumbered ability to refinance the obligations for a period greater than one year. Long-term debt as at December 31 consisted of the following: Weighted average interest rate (1) millions of dollars 2025 2024 Maturity 2025 2024 Florida Electric Utility Senior unsecured notes 4.46% 4.36% 2029—2051 $ 6,271 $ 5,720 Canadian Electric Utilities NSPI – Commercial paper (2) Variable Variable 2029 $ 559 $ 177 NSPI – Senior unsecured notes 4.98% 5.12% 2026—2097 3,114 3,184 $ 3,673 $ 3,361 Gas Utilities and Infrastructure PGS – Senior unsecured notes 5.63% 5.63% 2028—2053 $ 1,268 $ 1,331 NMGC – Senior unsecured notes 3.78% 3.78% 2026—2051 665 698 EBP – Secured loan notes Variable Variable 2028 219 250 $ 2,152 $ 2,279 Other Electric Utilities Unsecured loan notes 4.08% 4.06% 2026—2032 $ 142 $ 143 Unsecured loan notes Variable Variable 2027—2028 113 104 Secured senior notes and debentures (3) 2.19% 2.38% 2026—2040 171 169 $ 426 $ 416 Other Unsecured loan notes Variable Variable 2026—2029 $ 723 $ 992 Senior unsecured notes 3.99% 3.99% 2026—2046 3,358 3,525 Senior unsecured notes 4.84% 4.84% 2030 500 500 Fixed to floating subordinated notes (4) 6.75% 6.75% 2076 1,645 1,727 Junior subordinated notes 6.80% 7.63% 2054—2056 1,713 720 $ 7,939 $ 7,464 Adjustments Debt issuance costs $ (144) $ (137) Classification as liabilities held for sale (5) (663) (696) Amount due within one year (6) (1,201) (234) $ (2,008) $ (1,067) Long-Term Debt $ 18,453 $ 18,173 (1) Weighted average interest rate of fixed rate long-term debt. (2) Discount notes are backed by a revolving credit facility which matures in 2029. (3) Notes are issued and payable in either USD or BBD. (4) In 2025, the Company recognized $113 million in interest expense (2024 – $110 million) related to its fixed to floating subordinated notes. (5) On August 5, 2024, Emera announced an agreement to sell NMGC. Since Q3 2024, NMGC’s liabilities were classified as held for sale. For further details on the pending transaction, refer to note 4. (6) Excludes NMGC amounts which are classified as current liabilities associated with assets held for sale. EMERA 2025 ANNUAL REPORT 119
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements The Company’s total long-term revolving and non-revolving credit facilities, outstanding borrowings and available capacity as at December 31 were as follows: millions of dollars Maturity 2025 2024 Emera – committed revolving credit facility (1) June 2029 $ 1,300 $ 1,300 NSPI – revolving credit facility (1) June 2029 800 800 Emera – Unsecured non-revolving credit facility February 2027 200 200 Total $ 2,300 $ 2,300 Less: Borrowings under credit facilities 1,284 1,169 Letters of credit issued inside credit facilities 17 12 Use of available facilities $ 1,301 $ 1,181 Available capacity under existing agreements $ 999 $ 1,119 (1) Advances on the revolving credit facility can be made by way of overdraft on accounts up to $50 million. Debt Covenants Emera and its subsidiaries have debt covenants associated with their credit facilities. Covenants are tested regularly and the Company is in compliance with covenant requirements. Emera’s significant covenants are listed below: As at Financial Covenant Requirement December 31, 2025 Emera Syndicated credit facilities Debt to capital ratio Less than or equal to 0.70 to 1 0.53 : 1 Recent Significant Financing Activity by Segment Florida Electric Utility On March 6, 2025, TEC issued $600 million USD of senior unsecured notes that bear interest at 5.15 per cent with a maturity date of March 1, 2035. Other On February 20, 2026, Emera amended its $200 million unsecured non-revolving facility to extend the maturity date from February 20, 2026 to February 19, 2027. There were no other material changes to the terms from the prior agreement. On September 25, 2025, EUSHI Finance, EUSHI, and Emera filed a shelf registration statement on Form F-10 and Form F-3 (“Registration Statement”), with the Nova Scotia Securities Commission (“NSSC”) and the US Securities and Exchange Commission (“SEC”) under the US/Canada Multijurisdictional Disclosure System. The Registration Statement was filed in connection with the prospective offer and issue by EUSHI Finance of one or more series of senior and/or subordinated unsecured debt securities (“Debt Securities”), in an aggregate principal amount of up to $3 billion USD, during the 25-month period that the short form base shelf prospectus contained in the Registration Statement (“Base Shelf Prospectus”), including any further amendments thereto, remains valid. The Debt Securities may be offered in one or more transactions, at prices, with maturities and on terms to be set forth in one or more prospectus supplements to be filed with the NSSC and the SEC at the time of any such offering. On October 3, 2025, EUSHI Finance completed an issuance of $750 million USD fixed-to-fixed reset rate junior subordinated notes, pursuant to the prospectus supplement dated September 29, 2025, to the Base Shelf Prospectus. The notes initially bear interest at a rate of 6.25 per cent, and will reset on April 1, 2031, and every five years thereafter, to a rate per annum equal to the five-year US treasury rate plus 2.509 per cent, subject to an interest rate floor of 6.25 per cent. The notes mature on April 1, 2056. EUSHI Finance, at its option, may redeem the notes, in whole or in part, 90 days prior to the first interest reset date, and any semi-annual interest payment date thereafter, at a redemption price equal to the principal amount, plus accrued and unpaid interest on the notes to be redeemed, in accordance with the terms of the prospectus supplement; and otherwise, at the times and the redemption prices described in the prospectus supplement. The notes are fully and unconditionally guaranteed, on a joint, several and subordinated basis, by Emera, and EUSHI. 120 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements On February 20, 2025, Emera amended its $200 million unsecured non-revolving facility to extend the maturity date from February 20, 2025 to February 20, 2026. There were no other material changes to the terms from the prior agreement. Long-Term Debt Maturities As at December 31, 2025, long-term debt maturities, including capital lease obligations, for each of the next five years and in aggregate thereafter are as follows: millions of dollars 2026 2027 2028 2029 2030 Thereafter Total Florida Electric Utility $ — $ — $ — $ 685 $ — $ 5,586 $ 6,271 Canadian Electric Utilities 40 — — 599 — 3,034 3,673 Gas Utilities and Infrastructure (1) 127 31 637 — — 1,357 2,152 Other Electric Utilities 102 90 126 18 54 36 426 Other 1,028 200 — 522 500 5,689 7,939 Total $ 1,297 $ 321 $ 763 $ 1,824 $ 554 $ 15,702 $ 20,461 (1) Includes NMGC maturities classified as held for sale. 27. Asset Retirement Obligations AROs mostly relate to reclamation of land at the thermal, hydro and combustion turbine sites; and the disposal of polychlorinated biphenyls in transmission and distribution equipment and a pipeline site. Certain hydro, transmission and distribution assets may have additional AROs that cannot be measured as these assets are expected to be used for an indefinite period and, as a result, a reasonable estimate of the FV of any related ARO cannot be made. The change in ARO for the years ended December 31 is as follows: millions of dollars 2025 2024 Balance, January 1 $ 217 $ 192 Accretion included in depreciation expense 11 10 Additions 5 11 Revisions in estimated cash flows — 2 Classified as assets held for sale (1) (1) (1) Liabilities settled (2) (2) Change in FX rate (2) 5 Balance, December 31 $ 228 $ 217 (1) On August 5, 2024, Emera announced an agreement to sell NMGC. As a result, NMGC’s assets and liabilities were classified as held for sale beginning in Q3 2024. For further details on the pending transaction, refer to note 4. EMERA 2025 ANNUAL REPORT 121
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 28. Commitments and Contingencies A. Commitments As at December 31, 2025, contractual commitments (excluding pensions and other post-retirement obligations, long-term debt and asset retirement obligations) for each of the next five years and in aggregate thereafter consisted of the following: millions of dollars 2026 2027 2028 2029 2030 Thereafter Total Purchased power (1) $ 413 $ 422 $ 411 $ 459 $ 451 $ 5,941 $ 8,097 Transportation (2) (3) 780 588 478 413 370 2,954 5,583 Fuel, gas supply and storage (4) 674 239 159 156 38 59 1,325 Capital projects 288 68 32 6 1 — 395 Other 144 69 53 49 42 294 651 $ 2,299 $ 1,386 $ 1,133 $ 1,083 $ 902 $ 9,248 $ 16,051 As detailed below, contractual obligations at December 31, 2025 includes those related to NMGC. On completion of the sale of NMGC, all remaining future contractual obligations will be transferred to the buyer. For further details on the pending transaction, refer to note 4. (1) Annual requirement to purchase electricity production from IPPs or other utilities over varying contract lengths. (2) Includes $61 million related to NMGC (2026: $23 million, 2027: $15 million, 2028: $12 million, 2029: $3 million, 2030: $3 million, thereafter: $5 million). (3) Purchasing commitments for transportation of fuel and transportation capacity on various pipelines. Includes a commitment of $121 million related to a gas transportation contract between PGS and SeaCoast through 2040. (4) Includes $101 million related to NMGC (2026: $86 million, 2027: $12 million, 2028: $3 million). NSPI has a contractual obligation to pay NSPML for use of the Maritime Link over approximately 38 years from its January 15, 2018 in-service date. On December 23, 2025, NSPML received an interim order from the NSEB to collect up to $199 million from NSPI for the recovery of costs associated with the Maritime Link in 2026, subject to a monthly holdback of up to $4 million. The timing and amounts payable to NSPML for the remainder of the 38-year commitment period are subject to NSEB approval. Emera has committed to obtain certain transmission rights in New Brunswick during summer periods (April through October, inclusive) for NLH’s use, if requested, effective August 15, 2021 and continuing for 50 years. As transmission rights are contracted, the obligations are included within “Other” in the above table. B. Legal Proceedings Superfund and Former Manufactured Gas Plant Sites Previously, TEC had been a potentially responsible party (“PRP”) for certain superfund sites through its Tampa Electric and former PGS divisions, as well as for certain former manufactured gas plant sites through its PGS division. As a result of the separation of the PGS division into a separate legal entity, Peoples Gas System, Inc. is also now a PRP for those sites (in addition to third party PRPs for certain sites). While the aggregate joint and several liability associated with these sites has not changed as a result of the PGS legal separation, the sites continue to present the potential for significant response costs. As at December 31, 2025, the aggregate financial liability of the Florida utilities is estimated to be $15 million ($11 million USD), primarily at PGS. This estimate assumes that other involved PRPs are credit-worthy entities. This amount has been accrued and is primarily reflected in the long-term liability section under “Other long-term liabilities” on the Consolidated Balance Sheets. The environmental remediation costs associated with these sites are expected to be paid over many years. The estimated amounts represent only the portion of the cleanup costs attributable to the Florida utilities. The estimates to perform the work are based on the Florida utilities’ experience with similar work, adjusted for site-specific conditions and agreements with the respective governmental agencies. The estimates are made in current dollars, are not discounted and do not assume any insurance recoveries. In instances where other PRPs are involved, most of those PRPs are believed to be currently credit-worthy and are likely to continue to be credit-worthy for the duration of the remediation work. However, in those instances that they are not, the Florida utilities could be liable for more than their actual percentage of the remediation costs. Other factors that could impact these estimates include additional testing and investigation which could expand the scope of the cleanup activities, additional liability that might arise from the cleanup activities themselves or changes in laws or regulations that could require additional remediation. Under current regulations, these costs are recoverable through customer rates established in base rate proceedings. 122 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Other Legal Proceedings Emera and its subsidiaries may, from time to time, be involved in other legal proceedings, claims and litigation that arise in the ordinary course of business which the Company believes would not reasonably be expected to have a material adverse effect on the financial condition of the Company. C. Principal Financial Risks and Uncertainties Emera believes the following principal financial risks could have a material adverse effect on Emera or its subsidiaries, or their business operations, liquidity or access to or cost of capital, financial position, prospects, reputation, and/or results of operations (herein considered a “Material Adverse Effect”). Risks associated with derivative instruments and FV measurements are discussed in note 16 and note 17. Sound risk management is an essential discipline for running the business efficiently and pursuing the Company’s strategy successfully. Emera has an enterprise-wide risk management process, overseen by its Enterprise Risk Management Committee (“ERMC”) and monitored by the Board of Directors, to ensure risks are appropriately identified, assessed, monitored and subject to appropriate controls. The Board of Directors has a Safety and Risk Committee (“SRC”) to assist in carrying out its risk and sustainability oversight responsibilities. The SRC’s mandate includes oversight of the Company’s Enterprise Risk Management framework, including the identification, assessment, monitoring and management of enterprise risks. Regulatory and Political Risk The Company’s rate-regulated utilities and certain investments are subject to complex legislative and regulatory frameworks that cover material aspects of their businesses. These frameworks influence key factors such as rates and cost structures, revenue requirements, allowed ROEs, capital structures, rate base and capital investments, and the recovery of purchased electricity and fuel costs and other costs. Regulators also review the prudency of costs and make other decisions that can impact customer rates and the reliability of service. Emera’s rate-regulated utilities must obtain regulatory approvals for material aspects of their businesses, including changing or adding rates and/or riders. Such approvals often require public hearing proceedings involving numerous stakeholders, and there is no assurance in the outcomes or impact of any regulatory process or decision. If Emera’s rate-regulated utilities are unable to recover a material amount of costs in a timely manner, are unable to earn a return on invested capital, are disallowed the recovery of certain costs, are subject to regulatory penalties, are not permitted to make certain capital investments, or are not permitted to invest in or divest certain utility assets, it could result in a Material Adverse Effect, including valuation impairments. Regulatory lag, the time between the incurrence of costs and the granting of the rates to recover those costs by regulators, may also result in a Material Adverse Effect. Aspects of the acquisition, ownership, operations, siting, planning, construction, and decommissioning of electric generation, storage, transmission and distribution facilities and natural gas transportation and distribution systems are also subject to regulatory processes and approvals of regulators, government departments and agencies, and other third parties. The failure to obtain, maintain, and renew such approvals or significant changes in the terms and conditions thereof could have a Material Adverse Effect. The regulatory framework, process and regulatory decisions may also be adversely affected by changes in government, shifts in government or public policy, legislative changes, regulatory decisions, geopolitical changes, changes in the economic environment, or other factors. Government interference in the regulatory process or regulatory decisions can undermine regulatory stability, predictability, and independence. Any such changes could have a Material Adverse Effect. Foreign Exchange Risk The Company is exposed to foreign currency exchange rate changes. Emera operates internationally, with a significant amount of the Company’s net income earned outside of Canada. As such, Emera is exposed to movements in exchange rates between the CAD and, particularly, the USD, which could positively or adversely affect results. Emera manages currency risks through matching US denominated debt to finance its US operations and may use foreign currency derivative instruments to hedge specific transactions and earnings exposure. The Company may enter FX forward and swap contracts to limit exposure on certain foreign currency transactions such as fuel purchases, revenue streams and capital expenditures, and on net income earned outside of Canada. The regulatory framework for the Company’s rate-regulated utilities permits the recovery of prudently incurred costs, including FX. EMERA 2025 ANNUAL REPORT 123
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements The Company does not utilize derivative financial instruments for foreign currency trading or speculative purposes or to hedge the value of its investments in foreign subsidiaries. Exchange gains and losses on net investments in foreign subsidiaries do not impact net income as they are reported in AOCI. Liquidity and Capital Markets Risk Liquidity risk relates to Emera’s ability to ensure sufficient funds are available to meet its financial obligations. Emera’s access to capital and cost of borrowing is subject to several risk factors, including financial market conditions, market disruptions and ratings assigned by various market analysts, including credit rating agencies. Disruptions in capital markets could prevent Emera from issuing new securities or cause the Company to issue securities with less than preferred terms and conditions. Emera’s growth plan requires significant capital investments and the risk associated with changes in interest rates could have an adverse effect on the cost of financing. The Company’s future access to capital and cost of borrowing may be impacted by various market disruptions. The inability to access cost-effective capital could have a Material Adverse Effect on Emera’s ability to fund its growth plan. Emera is subject to financial risk associated with changes in its credit ratings. There are a number of factors that rating agencies evaluate to determine credit ratings, including the Company’s business, its regulatory framework and legislative environment, political interference in the regulatory process, the ability to recover costs and earn returns, diversification, leverage, liquidity and increased exposure to impacts related to changes in climate, including increased frequency and severity of hurricanes and other severe weather events. A decrease in a credit rating could result in higher interest rates in future financings, increased borrowing costs under certain existing credit facilities, limit access to the commercial paper market, or limit the availability of adequate credit support for subsidiary operations. For certain derivative instruments, if the credit ratings of the Company were reduced below investment grade, the full value of the net liability of these positions could be required to be posted as collateral. The Company has exposure to its own common share price through the issuance of various forms of stock-based compensation, which affect earnings through revaluation of the outstanding units every period. The Company uses equity derivatives to reduce the earnings volatility derived from stock-based compensation. General Economic Risk The Company has exposure to the macro-economic conditions in North America and in other geographic regions in which Emera operates. Like most utilities, economic factors such as consumer income, employment and housing affect demand for electricity and natural gas and, in turn, the Company’s financial results. Adverse changes in general economic conditions and inflation may impact the ability of customers to afford rate increases arising from increases to fuel, operating, capital, environmental compliance, and other costs which could result in a Material Adverse Effect. This may also result in higher credit and counterparty risk, adverse shifts in government policy and legislation, and/or increased risk to full and timely recovery of costs and regulatory assets. Interest Rate Risk: Emera utilizes a combination of fixed and floating rate debt financing for operations and capital expenditures, resulting in an exposure to interest rate risk. For Emera’s rate-regulated utilities, the cost of debt is a component of rates and prudently incurred debt costs are recovered from customers. Regulatory ROE will generally follow the direction of interest rates, such that regulatory ROEs are likely to fall in times of reducing interest rates and rise in times of increasing interest rates, albeit not directly and generally with a lag period reflecting the regulatory process. Rising interest rates may also negatively affect the economic viability of project development and acquisition initiatives. Interest rates could also be impacted by changes in credit ratings. For more information, refer to “Liquidity and Capital Markets Risk”. As with most other utilities and other similar yield-returning investments, Emera’s share price may be affected by changes in interest rates and could underperform the market in an environment of rising interest rates. Inflation Risk: The Company may be exposed to changes in inflation that may result in increased operating and maintenance costs, capital investment, and fuel costs compared to the revenues provided by customer rates. 124 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Commodity Price Risk The Company’s utility fuel supply and purchase of other commodities is subject to commodity price risk. In addition, Emera Energy is subject to commodity price risk through its portfolio of commodity contracts and arrangements. Regulated Utilities: The Company’s utility fuel supply is exposed to broader global market conditions, which may include impacts on delivery reliability and price, despite contracted terms. Supply and demand dynamics in fuel markets can be affected by a wide range of factors which are difficult to predict and may change rapidly, including but not limited to, currency fluctuations, changes in global economic conditions, natural disasters, transportation or production disruptions, and geo-political risks, such as political instability, conflicts, changes to international trade agreements, tariffs, trade sanctions or embargoes. Prolonged and substantial increases in fuel prices could result in decreased rate affordability, increased risk of recovery of costs or regulatory assets, and/or negative impacts on customer consumption patterns and sales, any of which could result in a Material Adverse Effect. Emera Energy Marketing and Trading: The majority of Emera Energy’s portfolio of electricity and gas marketing and trading contracts and, in particular, its natural gas asset management arrangements, are contracted on a back-to-back basis, avoiding any material long or short commodity positions. However, the portfolio is subject to commodity price risk, particularly with respect to basis point differentials between relevant markets in the event of an operational issue, imposition of tariffs or counterparty default. Changes in commodity prices can also result in increased collateral requirements associated with physical contracts and financial hedges, resulting in higher liquidity requirements and increased costs to the business. Income Tax Risk The computation of the Company’s provision for income taxes is impacted by changes in tax legislation in Canada, the US and the Caribbean and any such changes could have a Material Adverse Effect. The value of Emera’s existing deferred income tax assets and liabilities are determined by existing tax laws and could be negatively impacted by changes in laws. D. Guarantees and Letters of Credit Emera has guarantees and letters of credit on behalf of third parties outstanding. The following significant guarantees and letters of credit were not included within the Consolidated Balance Sheets as at December 31, 2025: Emera, on behalf of Brunswick Pipeline, issued a standby letter of credit for $22 million to secure obligations under a non-revolving loan agreement. This standby letter of credit has a one-year term, expiring on March 31, 2026, and will be renewed annually, as required. TECO Holdings Inc. (“TECO Holdings”), issued a guarantee in connection with SeaCoast’s performance of obligations under a gas transportation precedent agreement. The guarantee is for a maximum potential amount of $45 million USD if SeaCoast fails to pay or perform under the contract. The guarantee expires five years after the gas transportation precedent agreement termination date, which was terminated on January 1, 2022. The counterparty has the right to require TECO Holdings to provide replacement credit support either in the form of a substitute guarantee from an affiliate with an investment grade credit rating or a letter of credit or cash deposit of $27 million USD. TECO Holdings issued a guarantee in connection with SeaCoast’s performance obligations under a firm service agreement, which expires December 31, 2055, subject to two extension terms at the option of the counterparty with a final expiration date of December 31, 2071. The guarantee is for a maximum potential amount of $13 million USD if SeaCoast fails to pay or perform under the firm service agreement. The counterparty has the right to require TECO Holdings to provide replacement credit support in the form of either a substitute guarantee from an affiliate with an investment grade credit rating or a letter of credit or cash deposit of $13 million USD. Emera has a guarantee of $66 million USD relating to outstanding notes of ECI. This guarantee will automatically terminate on the date upon which the obligations have been repaid in full. Brunswick Pipeline, jointly and severally with Emera, have an indemnity agreement in support of a $40 million surety bond issued in Brunswick Pipeline’s favour to the CER. The purpose of the surety bond is to satisfy Brunswick Pipeline’s regulatory obligation to have funds set aside for the future abandonment of the pipeline. EMERA 2025 ANNUAL REPORT 125
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements NSPI has guarantees on behalf of its subsidiary, NS Power Energy Marketing Incorporated, in the amount of $94 million USD (2024 – $104 million USD) with terms of varying lengths. The Company has standby letters of credit and surety bonds in the amount of $271 million USD (December 31, 2024 – $105 million USD) to third parties that have extended credit to Emera and its subsidiaries. These letters of credit and surety bonds typically have a one-year term and are renewed annually, as required. Emera, on behalf of NSPI, has a standby letter of credit to secure obligations under a supplementary retirement plan. The expiry date of this letter of credit was extended to June 2026. The amount committed as at December 31, 2025 was $70 million (December 31, 2024 – $58 million). Emera has provided an indemnity to a counterparty in relation to certain future tax amounts that could arise from specific future changes in Canadian federal law, subject to certain conditions and limitations. No such changes in law have been proposed at this time. A reasonable estimate of the potential amount of future payments that could result from future claims under this indemnity cannot be calculated, but the risk of having to make any significant payments under this indemnity is considered to be remote. Collaborative Arrangements For the years ended December 31, 2025 and 2024, the Company has identified the following material collaborative arrangements: Through NSPI, the Company is a participant in three wind energy projects in Nova Scotia. The percentage ownership of the wind project assets is based on the relative value of each party’s project assets by the total project assets. NSPI has power purchase arrangements to purchase the entire net output of the projects and, therefore, NSPI’s portion of the revenues are recorded net within regulated fuel for generation and purchased power. NSPI’s portion of operating expenses is recorded in “OM&G” on the Consolidated Statements of Income. In 2025, NSPI recognized $12 million net expense (2024 – $12 million) in “Regulated fuel for generation and purchased power” and $3 million (2024 – $3 million) in “OM&G” on the Consolidated Statements of Income. 29. Cumulative Preferred Stock Authorized: Unlimited number of First Preferred shares, issuable in series. Unlimited number of Second Preferred shares, issuable in series. December 31, 2025 December 31, 2024 Annual Dividend Redemption Issued and Net Issued and Net Per Share Price per share Outstanding Proceeds Outstanding Proceeds Series A $ 1.2378 $ 25.00 6,000,000 $ 147 4,866,814 $ 119 Series B Floating $ 25.00 — $ — 1,133,186 $ 28 Series C $ 1.6085 $ 25.00 10,000,000 $ 245 10,000,000 $ 245 Series E $ 1.1250 $ 25.00 5,000,000 $ 122 5,000,000 $ 122 Series F $ 1.4372 $ 25.00 8,000,000 $ 195 8,000,000 $ 195 Series H $ 1.5810 $ 25.00 12,000,000 $ 295 12,000,000 $ 295 Series J $ 1.0625 $ 25.00 8,000,000 $ 196 8,000,000 $ 196 Series L $ 1.1500 $ 26.00 9,000,000 $ 222 9,000,000 $ 222 Total 58,000,000 $ 1,422 58,000,000 $ 1,422 126 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Characteristics of the First Preferred Shares: Right to Annual Current Annual Minimum Reset Earliest Redemption Redemption Convert on a Dividend Rate Dividend Dividend Yield and/or Conversion Value one for First Preferred Shares (1)(2) (%) ($) (%) Option Date ($) one basis Fixed rate reset (3)(4) Series A (5)(6) 4.951 1.2378 1.84 August 15, 2030 25.00 Series B Series C 6.434 1.6085 2.65 August 15, 2028 25.00 Series D Series F (7) 5.749 1.4372 2.63 February 15, 2030 25.00 Series G Minimum rate reset (3)(4) Series H 6.324 1.5810 4.90 August 15, 2028 25.00 Series I Series J 4.250 1.0625 4.25 May 15, 2026 25.00 Series K Perpetual fixed rate Series E 4.500 1.1250 25.00 Series L (8) 4.600 1.1500 November 15, 2026 26.00 (1) Holders are entitled to receive fixed or floating cumulative cash dividends when declared by the Board of Directors of the Company. (2) On or after the specified redemption dates, the Company has the option to redeem for cash the outstanding First Preferred Shares, in whole or in part, at the specified per share redemption value plus all accrued and unpaid dividends up to but excluding the dates fixed for redemption. (3) On the redemption and/or conversion option date the reset annual dividend per share will be determined by multiplying $25.00 per share by the annual fixed or floating dividend rate, which for Series A, C, F and H is the sum of the five-year Government of Canada Bond Yield on the applicable reset date, plus the applicable reset dividend yield (Series H annual reset rate must be a minimum of 4.90 per cent). (4) On each conversion option date, the holders have the option, subject to certain conditions, to convert any or all of their Shares into an equal number of Cumulative Redeemable First Preferred Shares of a specified series. The Company has the right to redeem the outstanding Preferred Shares, Series B, D, G and I shares without the consent of the holder every five years thereafter for cash, in whole or in part at a price of $25.00 per share plus all accrued and unpaid dividends up to but excluding the date fixed for redemption and $25.50 per share plus all accrued and unpaid dividends up to but excluding the date fixed for redemption in the case of redemptions on any other date after August 15, 2028, February 15, 2025 and August 15, 2028, respectively. The reset dividend yield for Series I equals the Government of Treasury Bill Rate on the applicable reset date, plus 2.54 per cent. (5) On July 9, 2025, Emera announced that it would not redeem the outstanding Preferred Shares, Series A or B shares on August 15, 2025. During the conversion period between July 16, 2025 and July 31, 2025, subject to certain conditions, the holders of Series A shares had the right, at their option, to convert all or any of their Series A shares, on a one-for-one basis into Series B shares and the holders of Series B Shares had the right, at their option, to convert all or any of their Series B shares, on a one-for-one basis, into Series A Shares. On August 7, 2025, Emera announced, after having taken into account all shares tendered for conversion by holders of its Series A Shares and Series B Shares, by the end of the conversion period, the Company had determined that there would be outstanding less than 1 million Series B Shares on August 15, 2025. Therefore, in accordance with certain rights, privileges, restrictions and conditions attaching to the Series A Shares and the Series B Shares, the Company advised the Holders that no Series A Shares would be converted into Series B Shares and all remaining Series B Shares would automatically be converted into Series A Shares on a one-for-one basis on August 15, 2025. (6) On July 16, 2025, Emera announced that the annual fixed dividend per share for Series A shares would reset from $0.5456 to $1.2378 for the five-year period from and including August 14, 2025. (7) On January 16, 2025, Emera announced that the annual fixed dividend per share for Series F shares would reset from $1.0505 to $1.4372 for the five-year period from and including February 15, 2025. (8) First Preferred Shares, Series L are redeemable at $26.00 on or after November 15, 2026 to November 15, 2027, decreasing $0.25 each year until November 15, 2030 and $25.00 per share thereafter. First Preferred Shares are neither redeemable at the option of the shareholder nor have a mandatory redemption date. They are classified as equity and the associated dividends are deducted on the Consolidated Statements of Income before arriving at “Net income attributable to common shareholders” and shown on the Consolidated Statement of Changes in Equity as a deduction from retained earnings. The First Preferred Shares of each series rank on a parity with the First Preferred Shares of every other series and are entitled to a preference over the Second Preferred Shares, the Common Shares, and any other shares ranking junior to the First Preferred Shares with respect to the payment of dividends and the distribution of the remaining property and assets or return of capital of the Company in the liquidation, dissolution or wind-up, whether voluntary or involuntary. In the event the Company fails to pay, in aggregate, eight quarterly dividends on any series of the First Preferred Shares, the holders of the First Preferred Shares, for only so long as the dividends remain in arrears, will be entitled to attend any meeting of shareholders of the Company at which directors are to be elected and to vote for the election of two directors out of the total number of directors elected at any such meeting. EMERA 2025 ANNUAL REPORT 127
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 30. Non-Controlling Interest in Subsidiaries As at December 31 December 31 millions of dollars 2025 2024 Preferred shares of GBPC $ 14 $ 14 Preferred shares of GBPC Authorized: 10,000 non-voting cumulative redeemable variable perpetual preferred shares. 2025 2024 number millions number millions Issued and outstanding: of shares of dollars of shares of dollars Outstanding as at December 31 10,000 $ 14 10,000 $ 14 GBPC Non–Voting Cumulative Variable Perpetual Preferred Stock The preferred shares are redeemable by GBPC after June 17, 2021, at $1,000 Bahamian per share plus accrued and unpaid dividends and are entitled to a 6.0 per cent per annum fixed cumulative preferential dividend to be paid semi-annually. The Preferred Shares rank behind GBPC’s current and future secured and unsecured debt and ahead of all of GBPC’s current and future common stock. 31. Supplementary Information to Consolidated Statements of Cash Flows For the Year ended December 31 millions of dollars 2025 2024 Changes in non-cash working capital: Inventory $ (63) $ 38 Receivables and other current assets (703) (154) Accounts payable (40) 536 Other current liabilities 49 32 Total non-cash working capital $ (757) $ 452 For the Year ended December 31 millions of dollars 2025 2024 Supplemental disclosure of cash paid: Interest $ 1,003 $ 989 Income taxes Canada – Federal $ 32 $ 27 United States 9 7 Total Income taxes paid $ 41 $ 34 Supplemental disclosure of non-cash activities: Common share dividends reinvested $ 292 $ 291 Accrued proceeds from disposal of investment subject to significant influence $ 4 $ 25 Decrease in accrued capital expenditures $ (54) $ — Supplemental disclosure of operating activities: Net change in short-term regulatory assets and liabilities $ 277 $ (118) 128 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements 32. Stock-Based Compensation ECSPP and Common Shareholders DRIP Eligible employees can participate in the ECSPP. As of December 31, 2025, the plan allows employees to make cash contributions of a minimum of $25 per month to a maximum of $20,000 CAD or $15,000 USD per year for the purpose of purchasing common shares of Emera. The Company also contributes 20 per cent of the employees’ contributions to the plan. The plan allows reinvestment of dividends for all participants except for where prohibited by law. The maximum aggregate number of Emera common shares reserved for issuance under this plan is 7 million common shares. As at December 31, 2025, Emera was in compliance with this requirement. Compensation cost for shares issued under the ECSPP for the year ended December 31, 2025 was $3 million (2024 – $4 million) and was included in “OM&G” on the Consolidated Statements of Income. The Company also has a Common Shareholders DRIP, which provides an opportunity for shareholders residing in Canada to reinvest dividends and purchase common shares. This plan provides for a discount of up to 5 per cent from the average market price of Emera’s common shares for common shares purchased with the reinvestment of cash dividends. The discount was 2 per cent in 2025. Stock-Based Compensation Plans Stock Option Plan: The Company has a stock option plan that grants options to senior management of the Company for a maximum term of 10 years. The exercise price of the stock options is the closing price of the Company’s common shares on the Toronto Stock Exchange on the last business day on which such shares were traded before the date on which the option is granted. The maximum aggregate number of shares issuable under this plan is 14.7 million shares. As at December 31, 2025, Emera was in compliance with this requirement. Stock options vest in 20 per cent increments on the first, second, third, fourth and fifth anniversaries of the date of the grant. If an option is not exercised within 10 years, it expires and the optionee loses all rights thereunder. The holder of the option has no rights as a shareholder until the option is exercised and shares have been issued. The total number of common stocks to be optioned to any optionee shall not exceed five per cent of the issued and outstanding common stocks on the date the option is granted. In accordance with the Stock Option Plan, vested options may be exercised during the full term of the option following the option holders date of retirement, six months following a termination without just cause or death, and within sixty days following the date of termination for just cause or resignation. If stock options are not exercised within such time, they expire. The Company uses the Black-Scholes valuation model to estimate the compensation expense related to its stock-based compensation and recognizes the expense over the vesting period on a straight-line basis. The following table shows the weighted average FV per stock option along with the assumptions incorporated into the valuation models for options granted, for the year-ended December 31: 2025 2024 Weighted average FV per option $ 6.12 $ 4.66 Expected term (1) 5 years 5 years Risk-free interest rate (2) 2.71% 3.56% Expected dividend yield (3) 5.06% 6.11% Expected volatility (4) 20.90% 20.67% (1) The expected term of the option awards is calculated based on historical exercise behaviour and represents the period of time that the options are expected to be outstanding. (2) Based on the Bank of Canada five-year government bond yields. (3) Incorporates current dividend rates and historical dividend increase patterns. (4) Estimated using the five-year historical volatility. EMERA 2025 ANNUAL REPORT 129
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements The following table summarizes stock option information for 2025: Total Options Non-Vested Options(1) Weighted average Weighted Number of exercise price Number of average grant Options per share Options date fair-value Outstanding as at December 31, 2024 3,796,040 $ 50.53 1,607,490 $ 5.08 Granted 678,000 57.00 678,000 6.25 Exercised (357,559) 45.57 N/A N/A Forfeited N/A N/A N/A N/A Vested N/A N/A (496,710) 4.80 Options outstanding December 31, 2025 4,116,481 $ 52.03 1,788,780 $ 5.60 Options exercisable December 31, 2025 (2)(3) 2,327,701 $ 51.13 (1) As at December 31, 2025, there was $8 million of unrecognized compensation related to stock options not yet vested which is expected to be recognized over a weighted average period of approximately 3 years (2024 – $6 million, 3 years). (2) As at December 31, 2025, the weighted average remaining term of vested options was 5 years with an aggregate intrinsic value of $38 million (2024 – 4 years, $11 million). (3) As at December 31, 2025, the FV of options that vested in the year was $2 million (2024 – $2 million). Compensation cost recognized for stock options for the year ended December 31, 2025 was $3 million (2024 – $2 million), which was included in “OM&G” on the Consolidated Statements of Income. As at December 31, 2025, cash received from option exercises was $16 million (2024 – $3 million). The total intrinsic value of options exercised for the year ended December 31, 2025 was $6 million (2024 – $1 million). The range of exercise prices for the options outstanding as at December 31, 2025 was $39.93 to $60.03 (2024 – $39.93 to $60.03). Share Unit Plans: The Company has DSU, PSU and RSU plans. The plans and the liabilities are marked-to-market at the end of each period based on the closing common share price of the last trading day before the end of the period. Deferred Share Unit Plans: Under the Directors’ DSU plan, Directors of the Company may elect to receive all or any portion of their compensation in DSUs in lieu of cash compensation, subject to requirements to receive a minimum portion of their annual retainer in DSUs. Directors’ fees are paid on a quarterly basis and, at the time of each payment of fees, the applicable amount is converted to DSUs. A DSU has a value equal to one Emera common share. When a dividend is paid on Emera’s common shares, the Director’s DSU account is credited with additional DSUs. DSUs cannot be redeemed for cash until the Director retires, resigns or otherwise leaves the Board. The cash redemption value of a DSU equals the market value of a common share at the time of redemption, pursuant to the plan. Following retirement or resignation from the Board, the value of the DSUs credited to the participant’s account is calculated by multiplying the number of DSUs in the participant’s account by Emera’s closing common share price on the date DSUs are redeemed. Under the executive and senior management DSU plan, each participant may elect to defer all or a percentage of their annual incentive award in the form of DSUs with the understanding, for participants who are subject to executive share ownership guidelines, a minimum of 50 per cent of the value of their actual annual incentive award (25 per cent in the first year of the program) will be payable in DSUs until the applicable guidelines are met. When short-term incentive awards are determined, the amount elected is converted to DSUs, which have a value equal to the market price of an Emera common share. When a dividend is paid on Emera’s common shares, each participant’s DSU account is allocated additional DSUs equal in value to the dividends paid on an equivalent number of Emera common shares. Unless otherwise determined by the Management Resources and Compensation Committee (“MRCC”), following termination of employment or retirement, and by December 15 of the calendar year after termination or retirement, the value of the DSUs credited to the participant’s account is calculated by multiplying the number of DSUs in the participant’s account by the average of Emera’s stock closing price for the ten trading days prior to a given calculation date. Payments are made in cash. 130 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements In addition, special DSU awards may be made from time to time by the MRCC to selected executives and senior management to recognize singular achievements or by achieving certain corporate objectives. A summary of the activity related to employee and director DSUs for the year ended December 31, 2025 is presented in the following table: Weighted Weighted Average Average Employee Grant Date Director Grant Date DSU FV DSU FV Outstanding as at December 31, 2024 789,088 $ 42.65 828,856 $ 47.12 Granted including DRIP 87,985 50.46 120,684 52.04 Exercised (138,189) 33.16 (188,438) 42.18 Outstanding and exercisable as at December 31, 2025 738,884 $ 45.36 761,102 $ 49.12 Compensation cost recognized for employee and director DSU’s for the year ended December 31, 2025 was $29 million (2024 – $13 million). Tax benefits related to this compensation cost for share units realized for the year ended December 31, 2025 were $9 million (2024 – $4 million tax expense). The aggregate intrinsic value of the outstanding shares for the year ended December 31, 2025 for employees was $50 million (2024 – $43 million). The aggregate intrinsic value of the outstanding shares for the year ended December 31, 2025 for directors was $51 million (2024 – $45 million). Cash payments made during the year ended December 31, 2025 associated with the DSU plan were $20 million (2024 – $2 million). Performance Share Unit Plan: Under the PSU plan, certain executive and senior employees are eligible for long-term incentives payable through the plan. PSUs are granted annually for three-year overlapping performance cycles, resulting in a cash payment. Unless otherwise determined by the MRCC, PSUs are granted based on the average of Emera’s stock closing price for the fifty trading days prior to the effective grant date. Dividend equivalents are awarded and paid in the form of additional PSUs. The PSU value varies according to the Emera common share market price and corporate performance. PSUs vest at the end of the three-year cycle and the payouts will be calculated and approved by the MRCC early in the following year. The value of the payout considers actual service over the performance cycle and may be pro-rated in certain departure scenarios. In the case of retirement, as defined in the PSU plan, grants may continue to vest in full and payout in normal course post-retirement. A summary of the activity related to employee PSUs for the year ended December 31, 2025 is presented in the following table: Weighted Average Aggregate Employee Grant Date intrinsic PSU FV value Outstanding as at December 31, 2024 832,093 $ 52.57 $ 50 Granted including DRIP 332,562 52.61 Exercised (120,434) 59.77 Forfeited (134,283) 58.40 Outstanding as at December 31, 2025 909,938 $ 50.77 $ 68 Compensation cost recognized for the PSU plan for the year ended December 31, 2025 was $31 million (2024 – $18 million). Tax benefits related to this compensation cost for share units realized for the year ended December 31, 2025 were $8 million (2024 – $5 million). Cash payments made during the year ended December 31, 2025 associated with the PSU plan were $7 million (2024 – $14 million). EMERA 2025 ANNUAL REPORT 131
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements Restricted Share Unit Plan: Under the RSU plan, certain executive and senior employees are eligible for long-term incentives payable through the plan. RSUs are granted annually for three-year overlapping performance cycles, resulting in a cash payment. Unless otherwise determined by the MRCC, RSUs are granted based on the average of Emera’s stock closing price for the fifty trading days prior to the effective grant date. Dividend equivalents are awarded and paid in the form of additional RSUs. The RSU value varies according to the Emera common share market price. RSUs vest at the end of the three-year cycle and the payouts will be calculated and approved by the MRCC early in the following year. The value of the payout considers actual service over the performance cycle and may be pro-rated in certain departure scenarios. In the case of retirement, as defined in the RSU plan, grants may continue to vest in full and payout in normal course post-retirement. A summary of the activity related to employee RSUs for the year ended December 31, 2025 is presented in the following table: Weighted Average Aggregate Employee Grant Date intrinsic RSU FV value Outstanding as at December 31, 2024 653,148 $ 52.36 $ 41 Granted including DRIP 270,800 52.62 Exercised (171,274) 59.77 Forfeited (24,463) 50.79 Outstanding as at December 31, 2025 728,211 $ 50.77 $ 57 Compensation cost recognized for the RSU plan for the year ended December 31, 2025 was $23 million (2024 – $15 million). Tax benefits related to this compensation cost for share units realized for the year ended December 31, 2025 were $6 million (2024 – $4 million). Cash payments made during the year ended December 31, 2025 associated with the RSU plan were $11 million (2024 – $10 million). 33. Variable Interest Entities Emera holds a variable interest in NSPML, a VIE for which it was determined that Emera is not the primary beneficiary since it does not have the controlling financial interest of NSPML. When the critical milestones were achieved, NLH was deemed the primary beneficiary of the asset for financial reporting purposes as it has authority over the majority of the direct activities that are expected to most significantly impact the economic performance of the Maritime Link. Thus, Emera began recording the Maritime Link as an equity investment. BLPC has established a SIF, primarily for the purpose of building a fund to cover risk against damage and consequential loss to certain generating, transmission and distribution systems. ECI holds a variable interest in the SIF for which it was determined that ECI was the primary beneficiary and, accordingly, the SIF must be consolidated by ECI. In its determination that ECI controls the SIF, management considered that, in substance, the activities of the SIF are being conducted on behalf of ECI’s subsidiary BLPC and BLPC, alone, obtains the benefits from the SIF’s operations. Additionally, because ECI, through BLPC, has rights to all the benefits of the SIF, it is also exposed to the risks related to the activities of the SIF. Any withdrawal of SIF fund assets by the Company would be subject to existing regulations. Emera’s consolidated VIE in the SIF is recorded as “Other long-term assets”, “Restricted cash” and “Regulatory liabilities” on the Consolidated Balance Sheets. Amounts included in restricted cash represent the cash portion of funds required to be set aside for the BLPC SIF. The Company has identified certain long-term purchase power agreements that meet the definition of variable interests as the Company has to purchase all or a majority of the electricity generation at a fixed price. However, it was determined that the Company was not the primary beneficiary since it lacked the power to direct the activities of the entity, including the ability to operate the generating facilities and make management decisions. 132 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Notes to the Consolidated Financial Statements The following table provides information about Emera’s portion of material unconsolidated VIEs: As at December 31, 2025 December 31, 2024 Maximum Maximum Total exposure Total exposure millions of dollars assets to loss assets to loss Unconsolidated VIEs in which Emera has variable interests NSPML (equity accounted) $ 462 $ 6 $ 475 $ 6 34. Subsequent Events These financial statements and notes reflect the Company’s evaluation of events occurring subsequent to the balance sheet date through February 23, 2026, the date the financial statements were issued. EMERA 2025 ANNUAL REPORT 133
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Emera Leadership and Board As of March 31, 2026 Emera Leadership Scott C. Balfour Peter Gregg Ryan Shell President and Executive Vice President, Strategy and President, Chief Executive Officer, Policy, Emera Inc. New Mexico Gas Company Inc. Emera Inc. Karen Hutt Vivek Sood Mike Barrett Executive Vice President, Corporate President and Chief Executive Officer, Executive Vice President, Development, Emera Inc. Nova Scotia Power Legal and General Counsel, Janelle Poole Judy Steele Emera Inc. Vice President, Corporate Affairs, President and Chief Operating Officer, Archie Collins Emera Inc. Emera Energy President and Chief Executive Officer, Michael Roberts Helen Wesley Tampa Electric Chief Human Resources Officer, President, Peoples Gas System, Inc. Jared Green Emera Inc. Chief Financial Officer, Emera Inc. Board of Directors Karen H. Sheriff Isabelle Courville Brian J. Porter Chair of the Board Mont-Tremblant, Quebec Toronto, Ontario Picton, Ontario Henry E. Demone Ian E. Robertson Scott C. Balfour Lunenburg, Nova Scotia Oakville, Ontario President and Chief Executive Officer Paula Y. Gold-Williams Jochen E. Tilk Halifax, Nova Scotia San Antonio, Texas Toronto, Ontario James V. Bertram Kent M. Harvey Carla M. Tully Calgary, Alberta New York, New York Arlington, Virginia B. Lynn Loewen Montreal, Quebec 134 EMERA 2025 ANNUAL REPORT
Strategic Management’s Discussion Consolidated Financial Emera Leadership Shareholder Overview and Analysis Statements and Board information Shareholder Information For general inquiries, please contact our corporate office: Emera Inc. P.O. Box 910 Halifax, Nova Scotia B3J 2W5 T: 902.450.0507 Information regarding Company news and initiatives, including our 2025 Annual Report, is available on our website: www.emera.com Transfer Agent – Canada TSX Trust Company P.O. Box 2082, Station C Halifax, Nova Scotia B3J 3B7 T: 1.877.982.8762 F: 1.888.249.6189 www.tsxtrust.com Transfer Agent – United States Equiniti Trust Company, LLC 28 Liberty Street, Floor 53 New York, NY 10005 T: 1.800.937.5449 Investor Services T: 902.428.6060 or 1.800.358.1995 E: investors@emera.com Financial Analysts, Portfolio Managers and Institutional Investors Dave Bezanson Senior Vice President, Capital Markets and Pensions T: 902.474.2126 E: dave.bezanson@emera.com Monica Harlow Senior Manager, Investor Relations T: 902.425.8130 E: monica.harlow@emera.com This Annual Report contains forward-looking information. Actual future results may differ materially. Additional financial and operational information is filed electronically with various securities commissions in Canada, copies of which are available electronically under Emera’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Share Listings Toronto Stock Exchange (TSX) New York Stock Exchange (NYSE) Common shares: EMA Preferred shares: EMA.PR.A, EMA.PR.C, EMA.PR.E, EMA.PR.F, EMA.PR.H, EMA.PR.J and EMA.PR.L Barbados Stock Exchange (BSE) Depositary receipts: EMABDR Bahamas International Securities Exchange (BISX) Depositary receipts: EMAB Shares Outstanding Common shares: 301,754,258 (as of December 31, 2025) Dividends Paid in 2025 Emera Inc. paid common share dividends of $0.725 per quarter in Q1, Q2 and Q3 (annualized rate of $2.90 per common share) and $0.7325 in Q4 (annualized rate of $2.93 per common share), for an effective annual common share dividend rate of $2.9075 per common share. Dividend Payments in 2026 Subject to approval by the Board of Directors, dividends for Emera Inc. are payable on or about the 15th of February, May, August and November. A first quarter common share dividend of $0.7325, a Series A First Preferred Share dividend of $0.3094, a Series C First Preferred Share dividend of $0.40213, a Series E First Preferred Share dividend of $0.28125, a Series F First Preferred Share dividend of $0.35931, a Series H First Preferred Share dividend of $0.39525, a Series J First Preferred Share dividend of $0.265625, a Series L First Preferred Share dividend of $0.28750 were declared on January 13, 2026 and paid on February 13, 2026. Dividend Reinvestment and Share Purchase Plan Emera’s Dividend Reinvestment and Share Purchase Plan is available to shareholders who reside in Canada. The plan provides a convenient and economical means of acquiring additional common shares through the reinvestment of dividends with a discount of up to five per cent. In 2025, the discount was two per cent. Plan participants may also contribute cash payments of up to $5,000 per quarter. Plan participants pay no commissions, service charges or brokerage fees for shares purchased under the plan. Please contact Investor Services if you have questions or wish to receive an enrollment form. Direct Deposit Service Registered shareholders may have dividends deposited directly to any bank account in Canada. To arrange this service, please contact TSX Trust Company. Beneficial shareholders should contact their financial intermediary. Quarterly Earnings Quarterly earnings are expected to be announced in May, August and November 2026. Year-end results for 2026 will be released in February 2027. Emera is represented in the TSX Composite, TSX Capped Utilities, TSX60 and select world indexes.
www.emera.com
Exhibit 99.3
Notice of Emera’s 2026 Annual Meeting of Shareholders WHEN: Thursday, May 21,2026,2:00 p.m. (Atlantic time} WHERE: Via live webcst at https:://meetings.lumiconnect.com/400-528-394-021 Password: emera2026 (case sensitive) The virtual only meeting format is accessible transparent and interactive. Shareholders’ opportunity to participate will be com parable to attending an in-person meeting. AGENDA: The meeting will cover the following items of business: 1. Receiving the audited Financial statements For the year ended December 31.2025 and the Auditors’ report thereon: 2 Electing Directors to serve until the next Annua I Meeting of Shareholders: 3. Appointing auditors; 4Authorizing the Directors to establish the au ditors’ fee: 5.Considering an advisory resolution on the Company’s approach to executive compensation; 6.Approving an amendment to the Company’s Employee Common Share Purchase Plan; 7.Approving an amendment to the Company’s Senior Management Stock Option Plan; and 8.Transacting any other business that property comes be fore the meeting. The accompanying Management Information Circular provides detailed information on these items. WHO: Emera shareholders as of close of business on March 25.2026 (the “Record Date”) have the right to receive notice of and vote at the meeting or any adjournment HOW TO VOTE: Participate and vote you rs hares in real time during the meeting by visiting https://meetings.lumiconnect/400-528-394-021, using password emera2026 (case sensitive). Please note, only registered shareholders and duly appointed proxy ho Iders can vote at the meeting. For more information about how to vote during the meeting. please see the accompanying Management Information Circular You can also vote in advance of the meeting by: Mailing your proxy or voting instruction form using the postage-paid, pre-addressed envelope provided. Voting by telephone or via internet (see the proxy or voting instruction Form). Proxies must be received before 5:O0 p.m. Atlantic time on Tuesday. May 19,2026, or. if the meeting is adjourned, 19,or postponed. 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. For more in formation about how to vote, please read the Voting Information section in the Management Information Circular QUESTIONS: If you have any quest ions about the information contained within the Management Information Circular, p lease contact us by: Mail Corporate Secretary, Emere Incorporated, RO. Box 910, Halifax, Nova By order of the Board of Dirertors. Scotia B3J2W5 -Telephone: 1-800-358-1995 (anywhere in North America)— Email AGM@emera.com. Brian C. Curry Corporate Secretary
Exhibit 99.4
Form of Proxy - Emera Incorporated Annual Shareholders Meeting of May 21, 2026 1. Every shareholder has the right to appoint some other person 4. If the securities are registered in the name of an executor, or company of the shareholder’s choice, who need not be a administrator or trustee, please sign exactly as your name appears shareholder of Emera Incorporated, as that shareholder’s on this proxy. If the securities are registered in the name of a proxyholder to participate, act and vote on the shareholder’s deceased or other holder, the proxy must be signed by the legal behalf at the meeting or any adjournment or postponement representative with his or her name printed below his or her thereof. If you wish to appoint a person or company other than the signature, and evidence of authority to sign on behalf of the persons whose names are printed herein, please insert the name deceased or other holder must be attached to this proxy. of your chosen proxyholder in the space provided on the reverse 5. Some holders may own securities as both a registered and a and return your proxy by mail, fax or email. In addition, to enable beneficial holder and will need to vote separately as a registered your chosen proxyholder to participate and vote virtually at the holder and as a beneficial holder. Beneficial holders may be Meeting, YOU MUST contact TSX Trust Company “TSX” either by forwarded either a form of proxy already signed by the calling 1-866-751-6315 (toll-free within North America) or 1-416- intermediary or a voting instruction form to allow them to direct the 682-3860 (outside North America) or by logging onto the TSX voting of securities they beneficially own. Beneficial holders should website at: https://www.tsxtrust.com/control-number-request, by follow instructions for voting conveyed to them by their 5:00 p.m. Atlantic time on May 19, 2026 or if the meeting is intermediaries. adjourned or postponed, by 5:00 p.m. Atlantic time two business 6. If a security is held by two or more individuals, any one of them days prior to the reconvened meeting date, to request a new present or represented by proxy at the Meeting may, in the Control Number for the meeting. This new Control Number will absence of the other or others, vote at the Meeting. However, if allow your proxyholder to log in to and vote at the meeting. Without one or more of them are present or represented by proxy, they a new Control Number your proxyholder will only be able to log in must vote together the number of securities indicated on the proxy. to the meeting as a guest and will not be able to vote. 2. This proxy confers discretionary authority on the appointee to vote 7. If this proxy is not dated, it will be deemed to bear the date on as the appointee sees fit in respect of amendments or variations which it was mailed on behalf of management of the Company to to matters identified in the notice of meeting or other matters as you. may properly come before the Meeting or any adjournment or postponement thereof, in each instance to the extent permitted by This proxy is solicited by and on behalf of Management of the Company. law, whether or not the amendment or other matter that comes before the meeting is routine and whether or not the amendment All holders should refer to the Management Information Circular for or other matter that comes before the meeting is contested. further information regarding completion and use of this proxy and other 3. This proxy must be signed by a holder or his or her attorney duly information pertaining to the Meeting. authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy. VOTING METHODS SMARTPHONE To vote using your smartphone, please scan this QR Code. There is no need to return this proxy. INTERNET Go to https://www.meeting-vote.com and enter the 13 digit control number. No need to return this proxy. FACSIMILE Complete the reverse of this form and fax your signed proxy to 416-607-7964. TELEPHONE Call toll free in Canada and United States 1-888-489-5760 (English only) or 1-888-489-7352 (Bilingual) MAIL or HAND TSX Trust Company Proxy Department, P.O. Box 721 DELIVERY Agincourt, ON M1S 0A1 EMAIIL Complete this form. Scan your signed proxy and email it to proxyvote@tmx.com. All proxies must be received by 5:00 p.m. Atlantic time, Tuesday, May 19, 2026 or if the meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. EXHIBIT 99.4 ANNUAL SHAREHOLDERS MEETING OF EMERA INCORPORATED NOTICE TO NON-REGISTERED SHAREHOLDERS REGARDING ACCESS TO EMERA’S MANAGEMENT INFORMATION CIRCULAR and ANNUAL REPORT MEETING DATE and LOCATION Date: Thursday, May 21, 2026 Time: 2:00 p.m. Atlantic Time Place: Virtual-only meeting via live webcast online at: https://meetings.lumiconnect.com/400-528-394-021 Meeting password: emera2026 (case sensitive) Q WHY AM I RECEIVING THIS NOTICE? A As permitted by Canadian securities regulators, Emera Incorporated (“Company”) is providing you with access to our management information circular (“Information Circular”) for the annual shareholders meeting (“Meeting”) as well as the 2025 Annual Report (together, the “Meeting Materials”), electronically, instead of mailing paper copies. This notice provides you with information on how to view the Meeting Materials online and / or request paper copies. Accompanying this notice is the voting instruction form that you will need to vote. Q WHERE CAN I ACCESS THE MEETING MATERIALS ON-LINE? A The Meeting Materials can be viewed online www.meetingdocuments.com/TSXT/ema as of Wednesday, April 8, 2026 for a period of one year following the Meeting, or at www.sedarplus.com. Q HOW CAN I OBTAIN A PAPER COPY OF THE MEETING MATERIALS? A At any time prior to the date of the Meeting, you can request a paper copy of the Meeting Materials free of charge by calling the phone number, sending an email or accessing the website below: Phone number: Toll free 1-888-433-6443 (or 1-416-682-3801 for shareholders outside of Canada and the United States) Email address: tsxt-fulfilment@tmx.com Website: www.meetingdocuments.com/TSXT/ema Paper copies requested before the date of the Meeting will be sent to you within three business days of receiving your request. Therefore, to receive the Meeting Materials prior to the proxy deadline for the Meeting described below, you should make your request before 11:00 a.m. Atlantic time on Wednesday, May 6, 2026. To receive the Meeting Materials prior to the Meeting you should make your request before 11:00 a.m. Atlantic time on Friday, May 8, 2026. Paper copies of the Meeting Materials requested on or after the date of the Meeting will be sent to you within 10 calendar days after receiving the request. Requests for paper copies of the Meeting Materials can be made until one year following the Meeting. Q WHAT MATTERS ARE BEING RECEIVED OR VOTED ON AT THE MEETING?
A Shareholders are being asked to vote on the following items of business: MEETING BUSINESS ITEM INFORMATION CIRCULAR REFERENCE 1. Election of the Board of Directors – Elect Directors of the See the section entitled “Business of the Meeting - Company for the ensuing year. Election of the Board of Directors” in the Information Circular for more information. 2. Appointment of Auditors – Appoint Ernst & Young LLP as See the section entitled “ Business of the Meeting - auditors for the ensuing year. Appointment of Auditors” in the Information Circular for more information. See the section entitled “ Business of the Meeting - 3. Authorize Remuneration of Auditors – Authorize the Directors Auditors’ Fee” in the Information Circular for more to fix the remuneration of the Auditors. information. 4. Advisory Vote on Executive Compensation - Consider and See the section entitled “ Business of the Meeting – approve, on an advisory basis, a resolution on Emera’s Advisory Vote on Executive Compensation” in the approach to executive compensation. Information Circular for more information. 5. Emera Employee Common Share Purchase Plan Amendment - Approval to amend the Employee Common Share Purchase See the section entitled “ Business of the Meeting – Plan (“Share Purchase Plan”) to increase the maximum Employee Common Share Purchase Plan Amendment” in number of common shares reserved for issuance under the the Information Circular for more information. Share Purchase Plan from 7,000,000 common shares to 12,000,000 common shares. 6. Senior Management Stock Option Plan Amendment - Approval to amend the Senior Management Stock Option Plan (“Stock See the section entitled “ Business of the Meeting – Option Plan”) to increase the maximum number of common Senior Management Stock Option Plan Amendment” in shares reserved for issuance under the Stock Option Plan from the Information Circular for more information. 14,698,259 common shares to 18,198,259 common shares. All Shareholders are reminded to review the Information Circular before voting. Q HOW DO I VOTE MY SHARES? A Details of the methods of voting can be found on your accompanying voting instruction form (“VIF”). To the extent specified on your VIF, you may vote by Internet, telephone, posted mail, delivered mail, e-mail, fax or via live webcast. You will need your control number contained in the VIF in order to vote by telephone, by Internet or via the live webcast To be valid, voting instructions must be received by Emera’s Corporate Secretary, c/o TSX Trust Company, Attention Proxy Department at P.O. Box 721, Agincourt, ON M1S 0A1 by no later than 5:00 p.m. Atlantic time on Tuesday, May 19, 2026 or, if the Meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days before the reconvened meeting date. However, it is important to note that your voting instructions must be submitted to your broker or other intermediary by the deadline specified in the VIF and, in any case, at least one business day in advance of the proxy deadline to provide sufficient time for your broker or other intermediary to act on those instructions prior to the proxy deadline. Emera reserves the right to accept late voting instructions and to waive the proxy deadline, with or without notice, but is under no obligation to accept or reject any particular late voting instructions. To participate and vote at the Meeting virtually, or if you wish to appoint someone else to participate and vote virtually on your behalf, you MUST appoint yourself or your chosen proxyholder using your VIF. IN ADDITION, in order for your chosen proxyholder to participate and vote virtually at the Meeting, you must contact TSX Trust by 5:00 p.m. Atlantic time on Tuesday, May 19, 2026 to request a new Control Number for the Meeting. In order to request a new Control Number, please visit TSX Trust’s website at: https://www.tsxtrust.com/control-number-request and complete an electronic form. This form once completed and submitted online will generate a message to TSX Trust to send the new Control Number to the designated proxyholder. This new Control Number will allow you or your chosen proxyholder to log in to and vote at the Meeting. Without a new Control Number you or your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote. Q WHO CAN I CONTACT IF I HAVE QUESTIONS ABOUT NOTICE & ACCESS? A Shareholders with questions about notice and access can call toll free at 1-888-433-6443 or shareholders outside of Canada and the United States can call 1-416-682-3801, or email tsxt-fulfilment@tmx.com.
Exhibit 99.5
ANNUAL SHAREHOLDERS MEETING OF EMERA INCORPORATED NOTICE TO REGISTERED SHAREHOLDERS REGARDING ACCESS TO EMERA’S MANAGEMENT INFORMATION CIRCULAR and ANNUAL REPORT MEETING DATE and LOCATION Date: Thursday, May 21, 2026 Time: 2:00 p.m. Atlantic time Place: Virtual-only meeting via live webcast online at: https://meetings.lumiconnect.com/400-528-394-021 Meeting password: emera2026 (case sensitive) Q WHY AM I RECEIVING THIS NOTICE? A As permitted by Canadian securities regulators, Emera Incorporated (“Company”) is providing you with access to our management information circular (“Information Circular”) for the annual shareholders meeting (“Meeting”) as well as the 2025 Annual Report (together, the “Meeting Materials”), electronically, instead of mailing paper copies. This notice provides you with information on how to view the Meeting Materials online and / or request paper copies. Accompanying this notice is the proxy form that you will need to vote. Q WHERE CAN I ACCESS THE MEETING MATERIALS ON-LINE? A The Meeting Materials can be viewed online at www.meetingdocuments.com/TSXT/ema as of Wednesday, April 8, 2026 for a period of one year following the Meeting, or at www.sedarplus.com. Q HOW CAN I OBTAIN A PAPER COPY OF THE MEETING MATERIALS? A At any time prior to the date of the Meeting, you can request a paper copy of the Meeting Materials free of charge by calling the phone number, sending an email or accessing the website below: Phone number: Toll free 1-888-433-6443 (or 1-416-682-3801 for shareholders outside of Canada and the United States) Email address: tsxt-fulfilment@tmx.com Website: www.meetingdocuments.com/TSXT/ema Paper copies requested before the date of the Meeting will be sent to you within three business days of receiving your request. Therefore, to receive the Meeting Materials prior to the proxy deadline for the Meeting described below, you should make your request before 11:00 a.m. Atlantic time on Wednesday, May 6, 2026. To receive the Meeting Materials prior to the Meeting you should make your request before 11:00 a.m. Atlantic time on Friday, May 8, 2026. Paper copies of the Meeting Materials requested on or after the date of the Meeting will be sent to you within 10 calendar days after receiving the request. Requests for paper copies of the Meeting Materials can be made until one year following the Meeting. Q WHAT MATTERS ARE BEING RECEIVED OR VOTED ON AT THE MEETING?
A Shareholders are being asked to vote on the following items of business: MEETING BUSINESS ITEM INFORMATION CIRCULAR REFERENCE 1. Election of the Board of Directors – Elect Directors of the See the section entitled “Business of the Meeting - Election Company for the ensuing year. of the Board of Directors” in the Information Circular for more information. 2. Appointment of Auditors – Appoint Ernst & Young LLP as See the section entitled “Business of the Meeting - auditors for the ensuing year. Appointment of Auditors” in the Information Circular for more information. 3. Authorize Remuneration of Auditors – Authorize the Directors See the section entitled “Business of the Meeting - to fix the remuneration of the Auditors. Auditors’ Fee” in the Information Circular for more information. 4. Advisory Vote on Executive Compensation - Consider and See the section entitled “Business of the Meeting - approve, on an advisory basis, a resolution on Emera’s Advisory Vote on Executive Compensation (‘say on pay’)” approach to executive compensation. in the Information Circular for more information. 5. Emera Employee Common Share Purchase Plan Amendment - Approval to amend the Employee Common Share Purchase Plan (“Share Purchase Plan”) to increase the maximum See the section entitled “Business of the Meeting - number of common shares reserved for issuance under the Employee Common Share Purchase Plan Amendment” in Share Purchase Plan from 7,000,000 common shares to the Information Circular for more information. 12,000,000 common shares. 6. Senior Management Stock Option Plan Amendment - Approval to amend the Senior Management Stock Option Plan (“Stock See the section entitled “Business of the Meeting -Items Option Plan”) to increase the maximum number of common To Be Discussed at the Meeting - Senior Management shares reserved for issuance under the Stock Option Plan from Stock Option Plan Amendment” in the Information 14,698,259 common shares to 18,198,259 common shares. Circular for more information. All Shareholders are reminded to review the Information Circular before voting. Q HOW DO I VOTE MY SHARES? A You may vote by Internet, telephone, posted mail, delivered mail, e-mail, fax or via live webcast. Details of the methods of voting can be found on your accompanying proxy form. You will need your control number contained in the proxy form in order to vote by telephone, by Internet or via the live webcast. To be valid, proxy forms or voting instructions must be received by Emera’s Corporate Secretary, c/o TSX Trust Company, Attention Proxy Department at P.O. Box 721, Agincourt, ON M1S 0A1 by no later than 5:00 p.m. Atlantic time on Tuesday, May 19, 2026 or, if the Meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days before the reconvened meeting date. Emera reserves the right to accept late proxies or voting instructions and to waive the proxy deadline, with or without notice, but is under no obligation to accept or reject any particular late proxy or voting instructions. If you wish to appoint someone else to participate and vote virtually on your behalf, you MUST appoint your chosen proxyholder using your proxy form. IN ADDITION, in order for your chosen proxyholder to participate and vote virtually at the Meeting, you must contact TSX Trust by 5:00 p.m. Atlantic time on Tuesday, May 19, 2026 to request a new Control Number for the Meeting. In order to request a new Control Number, please visit TSX Trust’s website at: https://www.tsxtrust.com/control-number-request and complete an electronic form. This form once completed and submitted online will generate a message to TSX Trust to send the new Control Number to the designated proxyholder. This new Control Number will allow your chosen proxyholder to log in to and vote at the Meeting. Without a new Control Number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote. Q WHO CAN I CONTACT IF I HAVE QUESTIONS ABOUT NOTICE & ACCESS? A Shareholders with questions about notice and access can call toll free at 1-888-433-6443 or shareholders outside of Canada and the United States can call 1-416-682-3801, or email tsxt-fulfilment@tmx.com.
Exhibit 99.6
Voting Instruction Form (“VIF”) - Emera Incorporated Annual Shareholders Meeting of May 21, 2026 Appointee I/We, being holder(s) of Emera Incorporated (the “Company”) common shares, hereby appoint: Karen H. Sheriff, or failing her, Scott C. Balfour, or failing him, Brian C. Curry, OR [To participate in the meeting and vote or to appoint someone to participate and vote on your behalf, print the name of the attendee here.] as proxy of the undersigned, to participate, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all of the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Company to be held at 2:00 p.m. Atlantic time on Thursday, May 21, 2026, virtually via webcast at: https://meetings.lumiconnect.com/400-528-394-021, using password: emera2026 (case sensitive) (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. Management recommends voting FOR Resolutions 1, 2, 3, 4, 5 AND 6. Please use a dark black pencil or pen. 1. Election of Directors FOR WITHHOLD FOR WITHHOLD 01. Scott C. Balfour 07. B. Lynn Loewen 02. James V. Bertram 08. Ian E. Robertson 03. Isabelle Courville 09. Karen H. Sheriff 04. Henry E. Demone 10. Jochen E. Tilk 05. Paula Y. Gold-Williams 11. Carla M. Tully 06. Kent M. Harvey 2. Appointment of Auditors FOR WITHHOLD Appointment of Ernst & Young LLP as auditors. 3. Authorized Remuneration of Auditors FOR AGAINST Authorize the Directors to fix the remuneration of the Auditors pursuant to the Nova Scotia Companies Act. 4. Advisory Vote on Executive Compensation FOR AGAINST Consider and approve, on an advisory basis, a resolution on Emera’s approach to executive compensation as disclosed in the Management Information Circular. 5. Emera Employee Common Share Purchase Plan Amendment FOR AGAINST Approval to amend the Employee Common Share Purchase Plan (“Share Purchase Plan”) to increase the maximum number of common shares reserved for issuance under the Share Purchase Plan from 7,000,000 common shares to 12,000,000 common shares. Senior Management Stock Option Plan Amendment 6. FOR AGAINST Approval to amend the Senior Management Stock Option Plan (“Stock Option Plan”) to increase the maximum number of common shares reserved for issuance under the Stock Option Plan from 14,698,259 common shares to 18,198,259 common shares. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted FOR a matter by Management’s appointees or, if you appoint another person, as such other person sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit. Signature(s) Date Please sign exactly as your name(s) appears on this VIF. Please see reverse for instructions. All VIFs must be received by 5:00 p.m. Atlantic time, Tuesday, May 19, 2026 or if the meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. Under Canadian Securities Law, you are entitled to receive certain investor documents. Electronic financial statements and MD&A are available at www.emera.com and at www.sedarplus.com. If you wish copies, please tick the box below or go to the website https://services.tsxtrust.com/financialstatements and input code 1705a. I would like to receive interim financial statements and MD&A I would like to receive annual financial statements and MD&A
Voting Instruction Form (“VIF”) - Emera Incorporated Annual Shareholders Meeting of May 21, 2026 1. We are sending to you the enclosed proxy-related materials that 3. This VIF confers discretionary authority on the appointee to vote relate to a meeting of holders of Emera Incorporated’s common as the appointee sees fit in respect of amendments or variations shares. Unless you, as an appointee, or an alternate appointee to matters identified in the notice of meeting or other matters as participate(s) in the Meeting and vote(s) in person or virtually, your may properly come before the Meeting or any adjournment or securities can be voted only by management, as appointee of the postponement thereof, in each instance to the extent permitted registered holder, in accordance with your instructions. by law, whether or not the amendment or other matter that comes 2. Every shareholder has the right to appoint some other person before the meeting is routine and whether or not the amendment or company of the shareholder’s choice, who need not be a or other matter that comes before the meeting is contested. shareholder of Emera Incorporated, to participate and act on 4. We are prohibited from voting these securities on any of the the shareholder’s behalf at the meeting or any adjournment or matters to be acted upon at the Meeting without your specific postponement thereof. If you wish to appoint a person or voting instructions. In order for these securities to be voted at the company other than the persons whose names are printed herein, Meeting, it will be necessary for us to have your specific voting please insert the name of your chosen proxyholder in the space instructions. Please complete and return the information provided on the reverse and return your proxy by mail, fax or email. requested in this VIF to provide your voting instructions to us In addition, to enable your chosen proxyholder to participate and promptly. vote virtually at the Meeting YOU MUST contact TSX Trust 5. This VIF should be signed by you in the exact manner as your Company “TSX” either by calling 1-866-751-6315 (toll-free within name appears on the VIF. If these voting instructions are given North America) or 1-416-682-3860 (outside North America) or on behalf of a body corporate, set out the full legal name of the logging onto the TSX website at: https://www.tsxtrust.com/control- body corporate, the name and position of the person giving voting number-request, by 5:00 p.m. Atlantic time on May 19, 2026 or if instructions on behalf of the body corporate, and the address for the meeting is adjourned or postponed, by 5:00 p.m. Atlantic time service of the body corporate. two business days prior to the reconvened meeting date, to 6. If this VIF is not dated it will be deemed to bear the date on which request a new Control Number for the meeting. This new Control it is mailed by management to you. Number will allow your proxyholder to log in to and vote at the 7. When properly signed and delivered, securities represented by meeting. Without a new Control Number your proxyholder will only this VIF will be voted as directed by you, however, if such a be able to log in to the meeting as a guest and will not be able to direction is not made in respect of any matter, the VIF will direct vote. Unless prohibited by law, the person whose name is written the voting of the securities to be made as recommended in the in the space provided will have full authority to present matters to documentation provided by Management for the Meeting. the Meeting and vote on all matters that are presented at the 8. Your voting instructions will be recorded on receipt of the VIF. Meeting, even if those matters are not set out in this form or the 9. By providing voting instructions as requested, you are Management Information Circular. Consult a legal advisor if you acknowledging that you are the beneficial owner of, and are wish to modify the authority of that person in any way. If you entitled to instruct us with respect to the voting of, these securities. require help, please contact the Registered Representative who 10. If you have any questions regarding the enclosed documents, services your account. please contact the Registered Representative who services your account. 11. This VIF should be read in conjunction with the Management Information Circular and other proxy materials provided by Management. All holders should refer to the Management Information Circular for further information regarding completion and use of this VIF and other information pertaining to the Meeting. VOTING METHODS SMARTPHONE To vote using your smartphone, please scan this QR Code. There is no need to return this VIF. INTERNET Go to https://www.meeting-vote.com and enter the 13 digit control number. No need to return this VIF. FACSIMILE Complete this form and fax your signed VIF to 416-607-7964. TELEPHONE Call toll free in Canada and United States 1-888-489-5760 (English only) or 1-888-489-7352 (Bilingual) MAIL or HAND TSX Trust Company Proxy Department, P.O. Box 721 DELIVERY Agincourt, ON M1S 0A1 EMAIIL Complete this form. Scan your signed VIF and email it to proxyvote@tmx.com. All VIFs must be received by 5:00 p.m. Atlantic time, Tuesday, May 19, 2026 or if the meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date.
Exhibit 99.7
Form of Proxy - Emera Incorporated Annual Shareholders Meeting of May 21, 2026 Appointment of Proxyholder I/We, being holder(s) of Emera Incorporated (the “Company”) common shares, hereby appoint: Karen H. Sheriff, or failing her, Scott C. Balfour, or failing him, Brian C. Curry, OR [Print the name of the person you are appointing if this person is someone other than the individuals listed above.] as proxy of the undersigned, to participate, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all of the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Company to be held at 2:00 p.m. Atlantic time on Thursday, May 21, 2026, virtually at: https://meetings.lumiconnect.com/400-528-394-021, using password: emera2026 (case sensitive) (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. Management recommends voting FOR Resolutions 1, 2, 3, 4, 5 and 6. Please use a dark black pencil or pen. 1. Election of Directors FOR WITHHOLD FOR WITHHOLD 01. Scott C. Balfour 07. B. Lynn Loewen 02. James V. Bertram 08. Ian E. Robertson 03. Isabelle Courville 09. Karen H. Sheriff 04. Henry E. Demone 10. Jochen E. Tilk 05. Paula Y. Gold-Williams 11. Carla M. Tully 06. Kent M. Harvey 2. Appointment of Auditors FOR WITHHOLD Appointment of Ernst & Young LLP as auditors. 3. Authorize Remuneration of Auditors FOR AGAINST Authorize the directors to fix the remuneration of the Auditors pursuant to the Nova Scotia Companies Act. FOR AGAINST 4. Advisory Vote on Executive Compensation Consider and approve, on an advisory basis, a resolution on Emera’s approach to executive compensation as disclosed in the Management Information Circular. Emera Employee Common Share Purchase Plan Amendment FOR AGAINST 5. Approval to amend the Employee Common Share Purchase Plan (“Share Purchase Plan”) to increase the maximum number of common shares reserved for issuance under the Share Purchase Plan from 7,000,000 common shares to 12,000,000 common shares. FOR AGAINST Senior Management Stock Option Plan Amendment 6. Approval to amend the Senior Management Stock Option Plan (“Stock Option Plan”) to increase the maximum number of common shares reserved for issuance under the Stock Option Plan from 14,698,259 common shares to 18,198,259 common shares. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.Signature(s) Date Please sign exactly as your name(s) appears on this proxy. Please see reverse for instructions. All proxies must be received by 5:00 p.m. Atlantic time, Tuesday, May 19, 2026 or if the meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. Under Canadian Securities Law, you are entitled to receive certain investor documents. Electronic financial statements and MD&A are available at www.emera.com and at www.sedarplus.com. If you wish to receive copies, please tick the box below or go to the website https://services.tsxtrust.com/financialstatements and input code 1705a. I would like to receive interim financial statements and MD&A. would like to receive annual financial statements and MD&A.
Form of Proxy - Emera Incorporated Annual Shareholders Meeting of May 21, 2026 1. Every shareholder has the right to appoint some other person 4. If the securities are registered in the name of an executor, or company of the shareholder’s choice, who need not be a administrator or trustee, please sign exactly as your name appears shareholder of Emera Incorporated, as that shareholder’s on this proxy. If the securities are registered in the name of a proxyholder to participate, act and vote on the shareholder’s deceased or other holder, the proxy must be signed by the legal behalf at the meeting or any adjournment or postponement representative with his or her name printed below his or her thereof. If you wish to appoint a person or company other than the signature, and evidence of authority to sign on behalf of the persons whose names are printed herein, please insert the name deceased or other holder must be attached to this proxy. of your chosen proxyholder in the space provided on the reverse 5. Some holders may own securities as both a registered and a and return your proxy by mail, fax or email. In addition, to enable beneficial holder and will need to vote separately as a registered your chosen proxyholder to participate and vote virtually at the holder and as a beneficial holder. Beneficial holders may be Meeting, YOU MUST contact TSX Trust Company “TSX” either by forwarded either a form of proxy already signed by the calling 1-866-751-6315 (toll-free within North America) or 1-416- intermediary or a voting instruction form to allow them to direct the 682-3860 (outside North America) or by logging onto the TSX voting of securities they beneficially own. Beneficial holders should website at: https://www.tsxtrust.com/control-number-request, by follow instructions for voting conveyed to them by their 5:00 p.m. Atlantic time on May 19, 2026 or if the meeting is intermediaries. adjourned or postponed, by 5:00 p.m. Atlantic time two business 6. If a security is held by two or more individuals, any one of them days prior to the reconvened meeting date, to request a new present or represented by proxy at the Meeting may, in the Control Number for the meeting. This new Control Number will absence of the other or others, vote at the Meeting. However, if allow your proxyholder to log in to and vote at the meeting. Without one or more of them are present or represented by proxy, they a new Control Number your proxyholder will only be able to log in must vote together the number of securities indicated on the proxy. to the meeting as a guest and will not be able to vote. 2. This proxy confers discretionary authority on the appointee to vote 7. If this proxy is not dated, it will be deemed to bear the date on as the appointee sees fit in respect of amendments or variations which it was mailed on behalf of management of the Company to to matters identified in the notice of meeting or other matters as you. may properly come before the Meeting or any adjournment or postponement thereof, in each instance to the extent permitted by This proxy is solicited by and on behalf of Management of the Company. law, whether or not the amendment or other matter that comes before the meeting is routine and whether or not the amendment All holders should refer to the Management Information Circular for or other matter that comes before the meeting is contested. further information regarding completion and use of this proxy and other 3. This proxy must be signed by a holder or his or her attorney duly information pertaining to the Meeting. authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy. VOTING METHODS SMARTPHONE To vote using your smartphone, please scan this QR Code. There is no need to return this proxy. INTERNET Go to https://www.meeting-vote.com and enter the 13 digit control number. No need to return this proxy. FACSIMILE Complete the reverse of this form and fax your signed proxy to 416-607-7964. TELEPHONE Call toll free in Canada and United States 1-888-489-5760 (English only) or 1-888-489-7352 (Bilingual) MAIL or HAND TSX Trust Company Proxy Department, P.O. Box 721 DELIVERY Agincourt, ON M1S 0A1 EMAIIL Complete this form. Scan your signed proxy and email it to proxyvote@tmx.com. All proxies must be received by 5:00 p.m. Atlantic time, Tuesday, May 19, 2026 or if the meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date.