COMPENSATION DISCLOSURE

Definitions 1. In this Regulation, “long-term incentives” means compensation tied to the achievement of long-term targets that is payable after a performance period of at least three years; (“incitatifs à long terme”) “option-based award” means an award under an equity incentive plan of options, including share options, share appreciation rights and similar instruments that have option-like features; (“attribution fondée sur des options”) “pension contributions” means contributions made by an employer on behalf of plan members to, (a) a defined contribution pension plan, or (b) a defined benefit pension plan, estimated as a percentage of pensionable earnings on the basis of the last actuarial valuation available to the employer; (“cotisations à un régime de retraite”) “reported year” means the year in respect of which a record is required to be published under subsection 7 (1) of the Act; (“année de divulgation”) “share-based award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock; (“attribution fondée sur des actions”) “short-term incentives” means compensation tied to the achievement of short-term individual and corporate performance targets. (“incitatifs à court terme”) Compensation disclosure 2. (1) Hydro One Limited shall include the following information in the record that it is required to publish under subsection 7 (1) of the Act in respect of a reported year, using the table in the form entitled “Annual Hydro One Compensation Disclosure”, dated March 2019 and available on the website of the Government of Ontario Central Forms Repository: 1. For each individual who was an executive of Hydro One Limited or any of its subsidiaries during all or part of the reported year, the following information: i. Under the column titled “Position”, which of the following executive levels the executive last held in the reported year: A. Chief Executive Officer. B. Executive vice-president. C. Senior vice-president. D. Vice-president. ii. Under the column titled “Executive number”, a number determined in accordance with paragraph 2 of subsection (3). iii. Under the column titled “Cash compensation”, the total dollar amount of base salary and cash-based short-term incentives paid in respect of the reported year by Hydro One Limited or one of its subsidiaries in respect of the executive. iv. Under the column titled “Value of awards vested”, the total dollar amount of all option-based awards and share-based awards, including any short-term incentives that the executive has opted to take in the form of a share-based award, provided by Hydro One Limited or one of its subsidiaries in respect of the executive, that vested in the reported year in accordance with the terms of the awards. The total dollar amount is based on the fair value on the date the award vested. v. Under the column titled “Pension and other compensation”, the total dollar amount of, A. pension contributions made in the reported year in respect of the executive, and B. all other compensation paid or provided in the reported year by Hydro One Limited or one of its subsidiaries in respect of the executive that is not otherwise referred to in subparagraph iii or iv. vi. Under the column titled “Total compensation earned”, the total of the amounts required to be reported under subparagraphs iii to v in respect of the executive. vii. Under the column titled “Value of long-term incentives granted”, the total dollar amount of all unvested long-term incentives granted in the reported year by Hydro One Limited or one of its subsidiaries in respect of the executive. The total dollar amount is based on the fair value on the date the unvested long-term incentive was granted. (2) Without limiting the generality of subsubparagraph 1 v B of subsection (1), that subsubparagraph applies with respect to the following: 1. Perquisites, including property or other personal benefits, provided to an executive that are not generally available to all employees. 2. Flexible benefit allowances provided to each executive, including amounts associated with health benefits. 3. Incremental payments, payables, or benefits paid or provided to an executive that were triggered by, or resulted from any of the following having occurred in the reported year: i. The executive’s termination, whether voluntary, involuntary or constructive, resignation or retirement. ii. A change in the executive’s responsibilities. iii. A change of control of the applicable corporation. (3) In setting out the information in the table under subsection (1), Hydro One Limited shall do the following: 1. Ensure that executives who hold the same executive level referred to in subparagraph 1 i of subsection (1) are grouped together in the table. 2. Under the column titled “Executive number”, assign a number to each executive in the same level that is grouped together, beginning with the number “1” for the first executive listed in the group and assign the next consecutive number, in ascending order, for each of the remaining executives in the group. (4) At the bottom of each column referred to in subparagraphs 1 iii to vii of subsection (1), Hydro One Limited shall set out the total of all the amounts reported under the column. (5) For clarity, the table under subsection (1) must list only one entry for each individual who was an executive of Hydro One Limited or any of its subsidiaries. (6) In addition to the other requirements of this section, Hydro One Limited shall do the following: 1. Identify any executive listed in the table under subsection (1) who was an executive for only part of the reported year and indicate the fraction of the year that the individual was an executive, expressed as decimal number rounded to one decimal place. 2. Identify any executive listed in the table under subsection (1) who was a member of a defined benefit pension plan. 3. Include an explanation of how Hydro One Limited calculated contributions to a defined benefit plan that were included under the column titled “Pension and other compensation”. 4. Include a statement that lists all of the titles of the positions or offices that comprise each executive level referred to in subparagraph 1 i of subsection (1). 3. Omitted (provides for coming into force of provisions of this Regulation).