WCU Board of Directors Meeting - Agenda

WCU Board of Directors Meeting - Agenda WINDSOR CANADA UTILITIES BOARD OF DIRECTORS MEETING PUBLIC SESSION Tuesday, November 24, 2015 at 9:00 a.m. Boardroom, 787 Ouellette Avenue, Windsor, Ontario WCU Directors D. Dilkens, Chair M. Komsa, Vice-Chair G. Fenn F. Francis J. Elliott J. Gignac 1. Call to Order & Declarations of Conflicts of Interest 2. Summary of Business 3. Meeting Minutes 3.1 WCU Board Meeting Minutes of October 22, 2015 4. Executive Reports 4.1 President & CEO 4.1.1 CEO Report November 2015 4.2 Vice President Finance & CFO 4.2.1 2015 Q3 Financial Statements 4.2.2 Dividend Payable Q3 4.2.3 Financial Reporting for Q3, 2015 4.2.4 Windsor Canada Utilities Ltd. 2016-2021 Draft Business Plan and Operating and Capital Budgets 4.3 Vice President Asset Management 4.4 Vice President Operations 5. In Camera Session (Materials enclosed under separate cover) 6. Other Business 7. Administrative Business 7.1 Draft 2016 Meeting Schedule 8. Conclude Meeting 1

WCU Board of Directors Meeting - Summary of Business SUMMARY OF BUSINESS WINDSOR CANADA UTILITIES LTD. BOARD OF DIRECTORS MEETING TUESDAY, NOVEMBER 24, 2015 PUBLIC SESSION Item Pg # Recommendation 1. N/A Call to Order and Declarations of Conflicts of Interest 3.1 3-4 That the WCU Board of Director Meeting Minutes of October 22, 2015 be approved. 4.1.1 5-14 That the CEO Report November 2015 be received. 4.2.1 15-25 4.2.2 26-29 That the WCU 2015 Q3 Financial Statements be approved as recommended by the WCU Audit & Finance Committee. That a $1,000,000 dividend by declared to the City of Windsor based on the 2015 Q3 financial results as recommended by the WCU Audit & Finance Committee. And that a $1,000,000 dividend be declared to the City of Windsor based on the 2015 Q4 projected financial results as recommended by the WCU Audit & Finance Committee. 4.2.3 30-31 That the WCU Financial Reporting for Q3 2015 be received. 4.2.4 32 5. N/A That the Windsor Canada Utilities Ltd. 2016 2021 Business Plan and Operating and Capital Budgets be deferred to the WCU Audit & Finance Committee for further discussion, review and approval. That the Board move in camera. That the in camera session be concluded. That the Draft 2016 Meeting Schedule be received; 7.1 33-35 And that the 2016 Draft Meeting Schedule for this board and its committee(s) be approved. 8. N/A That the meeting be terminated. 2

WCU Board of Directors Meeting - Meeting Minutes WINDSOR CANADA UTILITIES LTD. BOARD OF DIRECTORS MEETING PUBLIC MEETING MINUTES THURSDAY, OCTOBER 22, 2015 A public meeting of the Windsor Canada Utilities Ltd. Board of Directors was held on Thursday, October 22, 2015 in the Boardroom at 787 Ouellette Ave., Windsor, Ontario. ATTENDANCE Directors: Regrets: Management: Drew Dilkens (chair), Marty Komsa, Jo-Anne Gignac, Fred Francis and John Elliott Garnet Fenn Interim President & CFO Victoria Zuber, VP Asset Management John Wladarski, Director Finance & Board Secretary Laura Rauch, Director of Regulatory Affairs Paul Gleason, Executive Assistant Chantelle Menard and Assistant to the President and Recording Secretary Debbie Ens CALL TO ORDER & DECLARATION OF CONFLICTS OF INTEREST The Chair noting quorum called the meeting to order at 10:31 a.m. No conflicts of interest were declared. MEETING MINUTES Moved by J. Elliott and seconded by F. Francis That the Windsor Canada Utilities Ltd. Public Board Meeting Minutes of August 20, 2015 be approved. -CARRIED PRESIDENT & CEO The Board was informed that EnWin has submitted to the Ontario Energy Board (OEB) its 2016 IRM Distribution Rate Application for rates effective May 1, 2016. There was a discussion concerning upcoming changes that will be implemented by the OEB. All questions were answered to the Board s satisfaction. Moved by J. Gignac and seconded by M. Komsa That the verbal President & CEO update be received for information. -CARRIED 3

WCU Board of Directors Meeting - Meeting Minutes Windsor Canada Utilities Ltd. Board of Directors Public Meeting Thursday, October 22, 2015 Page 2 2016 2021 WCU BUSINESS PLAN, OPERATING & CAPITAL BUDGETS Moved by J. Gignac and seconded by M. Komsa That the 2016 2021 Windsor Canada Utilities Business Plan and Operating and Capital Budgets be deferred until the EnWin Utilities Business Plan and Operating and Capital Budgets has been approved. -CARRIED IN CAMERA SESSION Moved by F. Francis and seconded by M. Komsa That the Board move to In Camera session. -CARRIED The In Camera session commenced at 10:44 a.m. The In Camera session concluded at 10:55 a.m. OTHER BUSINESS CEO RECRUITMENT D. Dilkens advised the Board of the current status of the CEO Recruitment. It was recommended that a Selection Committee be established. Moved by J. Gignac and seconded by M. Komsa That the Selection Committee consists of Drew Dilkens, Vic Neufeld, Abe Taqtaq and John Elliot; And that the Committee review the applications and report back to the Board. -CARRIED 2015 MEETING SCHEDULE Moved by M. Komsa and seconded by F. Francis That the 2015 Meeting Schedule be received, noting changes. -CARRIED TERMINATION Moved by F. Frances and seconded by M. Komsa That the meeting be terminated. -CARRIED The meeting terminated at 11:02 a.m. Recording Secretary 4

AGENDA SUBMISSION To: EWU Audit & Finance Committee and Board of Directors WCU Audit & Finance Committee and Board of Directors November 5, 2015 From: Victoria Zuber Re: CEO Report - November 2015 There are a number of government initiatives keeping us busy this fall. I want to give a brief update on a few of the more significant items: Bill 112 There has been put forward Bill 112 Strengthening Consumer Protection and Electricity System Oversight Act. It is currently before the Standing Committee for review. A portion of the bill addresses practices of electricity retailers. It also addresses some concerns for protection for consumers stemming from criticisms around the Hydro One IPO. It expands the mandate and the powers of the OEB to ensure consumers are being protected. It also eliminates a number of the restrictions around the scope of business the LDC s may engage in. Subject, however, to OEB approval. One concern for us will be how existing distributors with an expanded scope are treated. We are hoping there will be a grandfathering aspect and EnWin will not require additional approvals. This proposed bill greatly expands the power of the OEB, going so far as to give them the power to appoint a supervisor to oversee management of a distributor, and may act without notice or without a hearing. I have enclosed the EDA s Submission to the Standing Committee (Appendix A). The full act is available on line. Cap and Trade System The provincial government in April committed to a cap and trade system in conjunction with the existing programs in California and Quebec. When the EDA s VP, Policy and Government affairs stopped into visit, she indicated we may be impacted due to our ownership of several large transformer stations. I am attending a course on Greenhouse 5

EWU A&F Committee and Board of Directors November 5, 2015 WCU A&F Committee and Board of Directors 2 Gas Essentials for LDC s later this month and will update the Board on the impacts to EnWin and its customers. PWC Audit PWC, as part of their internal audit plan for the City of Windsor is scheduled to begin their field work for EnWin and WUC beginning November 9. Their review is focused primarily around work management as it applies to asset management. The final report will be issued in January 2016. Upcoming Bill Changes for January 2016 I am attaching the EDA s backgrounder (Appendix B) on the changes affecting the bill effective January 2016. Recommendation That the CEO Report be received. Interim CEO Vice President and CFO Encls. 6

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AGENDA SUBMISSION To: WCU Audit & Finance Committee and Board of Directors November 4, 2015 From: Victoria Zuber Re: WCU 2015 Q3 Financial Statements Enclosed are the WCU Q3 financial statements for the period ended September 30, 2015. Included in the financial package are highlights of the significant cost drivers along with financial variance analysis of operational results. RECOMMENDATION: WCU Audit & Finance Committee That the WCU 2015 Q3 Financial Statements report be received; And that the WCU 2015 Q3 Financial Statements be recommended to the WCU Board of Directors for approval. WCU Board of Directors That the WCU 2015 Q3 Financial Statements be approved, as recommended by the WCU Audit & Finance Committee. Interim CEO Vice President Finance and CFO Encls 15

Windsor Canada Utilities Ltd. Consolidated Balance Sheet September 30, 2015 (In thousands of Canadian dollars) IFRS IFRS IFRS ASSETS September September December 2015 2014 2014 Current Assets Cash and Bank $ 6,979 $ 6,872 $ 5,893 Accounts Receivable 20,645 22,061 19,033 Accounts Receivable - Unbilled Revenue 24,384 25,510 27,738 Payments in Lieu of Income Tax Receivable 316 (286) 1,348 Due from Related Parties 3,142 1,052 2,365 Inventories 4,040 3,858 3,575 Prepaid Expenses 797 626 948 Total Current Assets 60,303 59,693 60,900 Property, Plant and Equipment Property, Plant and Equipment 273,038 250,645 262,758 Accumulated Depreciation (48,878) (37,166) (40,134) Customer Contributions (8,255) (8,502) (8,440) Assets under Construction 11,777 13,688 7,428 Total Property, Plant and Equipment 227,682 218,665 221,612 Other Assets Investments 3,149 2,500 2,510 Work in Progress 1,046 559 392 Receivable from WUC - debenture 52,000 52,000 52,000 Receivable from WUC - defined benefit obligation 5,342 6,164 5,342 Future Payments in Lieu of Tax 8,980 7,899 8,980 Total Other Assets 70,517 69,122 69,224 TOTAL ASSETS $ 358,502 $ 347,480 $ 351,736 LIABILITIES Current Liabilities Accounts Payable and Accrued Liabilities $ 30,798 $ 24,851 $ 28,470 Due to Related Parties 4,755 4,350 5,295 Customer Deposits, current portion 1,163 1,052 1,004 Deferred Revenue 794 909 402 Total Current Liabilities 37,510 31,162 35,171 Long-Term Liabilities Customer Deposits, long-term portion 6,146 9,275 7,576 Long-Term Debt 102,430 102,419 102,422 Vested Sick Leave - 1 1 Deferred Revenue - Customer Contributions 8,373 3,771 5,222 Employee Future Benefits 53,348 43,730 51,101 Total Long-Term Liabilities 170,297 159,196 166,322 SHAREHOLDER'S EQUITY Equity Common Shares 81,842 81,842 81,842 Contributed Capital 517 517 517 Retained Earnings 68,336 74,763 67,884 Total Equity 150,695 157,122 150,243 TOTAL LIABILITIES AND EQUITY $ 358,502 $ 347,480 $ 351,736 Page 1 of 10 16

Windsor Canada Utilities Ltd. Consolidated Income Statement September 30, 2015 (In thousands of Canadian dollars) MIFRS MIFRS Year to Date - September 2015 IFRS Year to Date - September 2014 Annual Latest Current Actuals Budget Variance Actuals Actuals Variance Budget Estimate REVENUE FROM SALE OF ELECTRICAL ENERGY Sale of Electricity $ 191,004 $ 202,949 $ (11,945) $ 186,087 $ 179,848 $ 11,156 $ 265,330 $ 253,385 Residential Distribution 17,948 18,160 (212) 17,625 17,986 (38) 23,457 23,245 General Service - Small Distribution 14,590 14,911 (321) 14,298 14,600 (10) 19,437 19,116 General Service - Large Distribution 3,329 3,469 (140) 3,274 3,436 (107) 4,585 4,445 Street Lighting - Distribution 1,231 1,225 6 1,215 1,226 5 1,631 1,637 TOTAL REVENUE FROM SALE OF ELECTRICAL ENERGY 228,102 240,714 (12,612) 222,499 217,096 11,006 314,440 301,828 COST OF ELECTRICAL ENERGY 191,004 202,949 11,945 191,004 179,848 (11,156) 265,330 253,385 GROSS INCOME 37,098 37,765 (667) 31,495 37,248 (150) 49,110 48,443 MISCELLANEOUS REVENUES Services Provided to WUC 15,623 16,174 (551) 15,623 15,407 216 21,566 21,015 Services Provided to City 2,344 2,643 (299) 2,344 2,444 (100) 3,524 3,225 Change of Occupancy 269 273 (4) 269 207 62 363 357 Late Payment and Collection Charges 298 328 (30) 298 471 (173) 438 408 Pole Rental 471 473 (2) 471 404 67 631 629 Sale of Scrap 146 57 89 146 137 9 77 166 Sentinel Light Rental 85 87 (2) 85 88 (3) 116 114 Other Operating Revenue 2,647 1,644 1,003 2,831 1,932 715 2,194 3,223 TOTAL MISCELLANEOUS REVENUES 21,883 21,679 204 22,067 21,090 793 28,909 29,137 OPERATING EXPENSES Community Relations 114 117 3 114 127 13 175 172 Customer Billing and Collection 1,935 1,691 (244) 1,935 1,794 (141) 2,254 2,498 Administration and General 3,508 4,383 875 3,612 2,853 (655) 5,820 5,195 Vehicles Operations and Maintenance 611 771 160 611 732 121 1,047 887 Property and Tools Maintenance 1,777 1,710 (67) 1,777 1,776 (1) 2,279 2,346 Salaries and Benefits 20,049 20,802 753 20,061 20,339 290 27,736 27,602 Regulatory 275 276 1 275 261 (14) 368 367 Employee Future Benefits 3,346 3,345 (1) 3,346 3,227 (119) 4,462 4,463 System Operation and Maintenance 3,964 3,625 (339) 3,977 3,972 8 4,890 5,247 TOTAL OPERATING EXPENSES 35,579 36,720 1,141 35,708 35,081 (498) 49,031 48,777 OPERATING INCOME/EBITDA 23,402 22,724 678 17,854 23,257 145 28,988 28,803 OTHER EXPENSES Depreciation 8,616 8,714 98 8,706 7,981 (635) 11,619 11,521 Interest Expense 1,616 1,789 173 1,616 1,596 (20) 2,384 2,211 Loss (Gain) on Sale of Property, Plant & Equipment (95) - 95 (65) 68 163 - (95) Settlement of Regulatory Assets/Liabilities 36 - (36) 1,639 (1,199) (1,235) - 36 TOTAL OTHER EXPENSES 10,173 10,503 330 11,896 8,446 (1,727) 14,003 13,673 NET INCOME (LOSS) BEFORE TAXES 13,229 12,221 1,008 5,958 14,811 (1,582) 14,985 15,130 Current Income Taxes 3,506 3,239 (267) 3,506 3,925 419 3,971 4,009 NET INCOME (LOSS) - MIFRS $ 9,723 $ 8,982 $ 741 $ 2,452 10,886 $ (1,163) $ 11,014 $ 11,120 Regulatory Adjustment - IFRS (7,271) - (7,271) - (364) (6,907) - - NET INCOME (LOSS) - IFRS $ 2,452 $ 8,982 $ (6,530) $ 2,452 $ 10,522 $ (8,070) $ 11,014 $ 11,120 Page 2 of 10 17

Windsor Canada Utilities Ltd. Consolidated Statement of Changes in Financial Position September 30, 2015 (In thousands of Canadian dollars) September September December 2015 2014 2014 OPERATING ACTIVITIES Net Income - MIFRS $ 9,723 10,886 $ 12,586 Add (Deduct) Items not Affecting Cash Depreciation 8,706 8,138 11,072 Deferred revenue depreciation (153) (63) (96) Remeasurement of post employment benefits (OCI), net - - (4,888) Change in post employment retirement benefits 2,247 2,334 9,705 Receivable from WUC - 822 822 Cost of issuing long-term indebtedness 8 8 11 Loss (gain) on sale of capital assets (65) 69 108 Deferred revenue (gain)/loss (31) - - Change in future payment in lieu of taxes - - (1,080) Change in vested sick leave (1) (9) (9) Change in deposits (1,270) 388 (1,359) Deferred revenue - CDM 392 402 (105) Change in work in process (654) (126) 41 Change in regulatory adjustment - IFRS (7,271) (364) (1,058) Change in non-cash working capital components 3,470 (13,304) (10,105) TOTAL CASH PROVIDED (USED) FROM OPERATIONS 15,101 9,181 15,645 FINANCING ACTIVITIES Dividends paid to City (2,000) (3,000) (6,000) TOTAL CASH PROVIDED (USED) FROM FINANCING (2,000) (3,000) (6,000) INVESTING ACTIVITIES Acquisition of capital assets (11,710) (12,765) (17,358) Acquisition of investments (600) (2,500) (2,500) (Gain)/loss on Investment (40) - (10) Decrease (increase) in net investment in lease 2 2 3 Proceeds on sale of capital assets 333 170 327 TOTAL CASH PROVIDED (USED) FROM INVESTING (12,015) (15,093) (19,538) Net Increase (Decrease) in Cash for the Period 1,086 (8,912) (10) Cash, Beginning of Period 5,893 15,784 15,784 Cash, End of Period $ 6,979 $ 6,872 $ 5,893 Page 3 of 10 18

Windsor Canada Utilities Ltd. Financial Highlights and Variances September 30, 2015 (In thousands of Canadian dollars) REVENUES Actual Budget Fav / (Unfav) Variance % Variance Reasons for Variance Gross Income from distribution of electrical energy 37,098 37,765 (667) (2)% Consumption is unfavourable to budget by 4.5% Miscellaneous Revenues 21,883 21,679 204 1% Revenue from street light maintenance is higher than planned due to delays in the LED street light conversion project. This is partly offset by lower revenues from shared services provided to WUC and the City due to lower shared operating expenses, as well as less shared asset charges. EXPENSES Community Relations 114 117 3 3% Consistent with budget. Customer Billing and Collection 1,935 1,691 (244) (14)% Uncollectible and aging hydro account balances as well as mail volumes that are higher than budget have resulted in this unfavourable variance. Admin and General 3,508 4,383 875 20% Favourable cost to date incurred to support labour negotiations as well as the timing of training expenses and IT support costs support this favourable variance. Vehicles Operations and Maintenance 611 771 160 21% Favourability is due to delays in vehicle leasing, lower fuel prices and lower fuel consumption. This variance is permanent for 2015. Property and Tools Maintenance 1,777 1,710 (67) (4)% Due to inclement weather earlier in the year, crews time was allocated to this category. Through Q3, an initiative to reduce tool failure rate has resulted in material costs for tool calibration and tool replacement costs which have exceeded budget. Salaries and Benefits 20,049 20,802 753 4% Favourability is mainly due to FTE head count lower than budget and reduced overtime compared to budget. Regulatory 275 276 1 0% Consistent with budget. Employee Future Benefits 3,346 3,345 (1) 0% Variance is consistent with budget. Post retirement expenses with updated actuarial assumptions will be adjusted for year end. System Operation and Maintenance 3,964 3,625 (339) (9)% Consistent with Q2, unfavourable variance is a result of the increased street light maintenance activity over forecasted levels due to the delay in the LED street light conversion project. This is partly offset by reduced costs for overhead hydro distribution. Total Operating Expenses 35,579 36,720 1,141 3% Page 4 of 10 19

Windsor Canada Utilities Ltd. Financial Highlights and Variances September 30, 2015 (In thousands of Canadian dollars) Depreciation 8,616 8,714 98 1% Consistent with budget. Interest Expense 1,616 1,789 173 10% Favourable due to higher than budgeted cash balances and higher than planned interest earned on the sinking fund. Loss (Gain) on Sale of Property, Plant & Equipment (95) - 95 100% Net gain mainly related to disposal of obsolete substation property. Settlement of Regulatory Assets/Liabilities 36 - (36) Permanent difference related to settlement of regulatory assets. Current Income Taxes 3,506 3,239 (267) (8)% 26.5% on current year's MIFRS net income. Net Income (Loss) - MIFRS 9,723 8,982 741 8% Regulatory Adjustment - IFRS (7,271) - (7,271) - Current years difference between IFRS and MIFRS is presented here. This captures the impact of not recognizing regulatory assets/liabilities under IFRS. Net Income (Loss) - IFRS 2,452 8,982 (6,530) (73)% Page 5 of 10 20

Windsor Canada Utilities Ltd. Key Operational Metrics Summary September 30, 2015 (In thousands of Canadian dollars) Cost Driver Net Income - MIFRS Cash Flow Operational Areas Impacted - capital reinvestment - shareholder return - long term debt repayment - capital reinvestment - long term debt requirements - dividend payments 2015 YTD Actual 2015 YTD Budget 2014 YTD Actual 9,723 8,982 10,886 4,053 750 (279) Capital Expenditures, net - operations and maintenance 11,712 14,346 12,765 - depreciation expense - customer service Capex % of Total Capital Assets - asset management plan 5.34% 6.38% 5.94% Dividends - Declared - shareholder return 2,000 2,000 3,000 Debt/Equity - financial covenants - interest expense 25.29% 23.89% 24.50% ROE - shareholder return 6.45% 5.53% 6.93% Legend Negative variance to budget Positive variance to budget Neutral impact to budget R G Y Page 6 of 10 21

WINDSOR CANADA UTILITIES LTD Segmented Information September 30, 2015 (In thousands of Canadian dollars) Income Statement Utilities Energy Total Revenue $ 228,102 $ - $ 228,102 Other income 20,573 1,310 21,883 248,675 1,310 249,985 Operating Expenses 225,560 1,023 226,583 Income before undernoted 23,115 287 23,402 Depreciation & Amort 8,616-8,616 Interest 1,933 (317) 1,616 Loss (Gain) on Fixed Assets (95) - (95) Settlement of Assets 36-36 10,490 (317) 10,173 Income before taxes 12,625 604 13,229 Current Income Taxes 3,346 160 3,506 Net Income - MIFRS 9,279 444 9,723 Regulatory Adjustment - IFR (7,271) - (7,271) NET INCOME - IFRS $ 2,008 $ 444 $ 2,452 Balance Sheet Utilities Energy Total Current Assets $ 44,358 $ 15,945 $ 60,303 Capital assets 227,682-227,682 Other Assets 70,512 5 70,517 Total Assets 342,552 $ 15,950 $ 358,502 Current Liabilities 37,295 215 37,510 Long-term Liabilities 160,987 9,310 170,297 Total Liabilities 198,282 9,525 207,807 Shareholder Equity 144,270 6,425 150,695 Total Liabilities and Equity $ 342,552 $ 15,950 $ 358,502 Page 7 of 10 22

WINDSOR CANADA UTILITIES LTD. Covenant Calculations September 30, 2015 ($'s are in 000's) WCU - Consolidated Covenant #1: Aggregate principal amount of Consolidated Funded Obligations do not exceed 75% of Total Consolidated Capitalization. September December 2015 2014 Non-Current Liabilities (Excluding Long Term Borrowings) $ 67,867 $ 63,900 Long Term Borrowings 103,000 103,000 Total Consolidated Funded Obligations $ 170,867 $ 166,900 Total Consolidated Capitalization $ 321,562 $ 317,143 Actual Ratio 53.1% 52.6% Covenant Level 75.0% 75.0% Variance 21.9% 22.4% WCU - Consolidated Covenant #2: Indebtedness of all designated subsidiaries, in the aggregate, does not exceed 5% of Consolidated Net Worth. Consolidated Indebtedness (excluding debenture) - - Consolidated Shareholders Equity $ 150,695 $ 150,243 Actual Ratio 0.0% 0.0% Covenant Level 5.0% 5.0% Variance 5.0% 5.0% Indebtedness Availability $ 7,535 $ 7,512 Page 8 of 10 23

WINDSOR CANADA UTILITIES LTD. Covenant Calculations September 30, 2015 ($'s are in 000's) WCU - Consolidated Covenant: Debt to Total Capitalization September December 2015 2014 Interest Bearing Debt $ 103,000 $ 103,000 Total Capitalization $ 253,695 $ 253,243 Actual Ratio 40.6% 40.7% Covenant Level 60.0% 60.0% Variance 19.4% 19.3% Note: 1) WCU covenant pledged to credit facility at RBC. Page 9 of 10 24

Page 10 of 10 WINDSOR UTILITIES COMMISSION Covenant Calculations- Revolving Credit Agreement September 30, 2015 ($'s are in 000's) September December 2015 2014 WUC - Consolidated Covenant #1: Aggregate principal amount of Consolidated Funded Obligations do not exceed 75% of Total Consolidated Capitalization. Non-Current Liabilities (Excluding Long Term Borrowings) 8,369 8,447 Long Term Borrowings 52,000 52,000 Total Consolidated Funded Obligations $ 60,369 $ 60,447 Total Consolidated Capitalization $ 263,557 $ 253,751 Actual Ratio 22.9% 23.8% Covenant Level 75.0% 75.0% Variance 52.1% 51.2% WUC - Consolidated Covenant #2: Indebtedness of all designated subsidiaries, in the aggregate, does not exceed 5% of Consolidated Net Worth. Consolidated Indebtedness (excluding debenture) - - Total Equity 203,188 193,304 Actual Ratio 0.0% 0.0% Covenant Level 5.0% 5.0% Variance 5.0% 5.0% Indebtedness Availability 10,159 9,665 Page 10 of 10 25

AGENDA SUBMISSION To: WCU Audit & Finance Committee and Board of Directors November 5, 2015 From: Victoria Zuber Re: Dividend Payable The 2015 Budget package included $5,000,000 in dividends to be declared in 2015. Dividends will be declared quarterly subject to financial performance. Based on the results for the third quarter in 2015, Management recommends a dividend be declared payable to City of Windsor in the amount of $1,000,000. The 2015 Q4 Forecast anticipates the year end operating results to be consistent with plan. As a result, Management recommends a dividend be declared payable to the City of Windsor in the amount of $1,000,000. The dividend policy states that the target dividend to the shareholder is between 25% and 55% of MIFRS net income. This recommendation is 30.85% of the target value for Q3 and 35.97% for the Q4 forecast. RECOMMENDATION: WCU Audit & Finance Committee That the dividend payable report be received; And that this Committee recommend to the Board that a $1,000,000 dividend be declared to the City of Windsor, based on the 2015 Q3 financial results. And that this Committee recommend to the Board that a $1,000,000 dividend be declared to the City of Windsor, based on the 2015 Q4 projected financial results. 26

EWU A&F Committee & Board of Directors 2 November 5, 2015 WCU Board of Directors That a $1,000,000 dividend be declared to the City of Windsor, based on the 2015 Q3 financial results, as recommended by WCU Audit & Finance Committee. And that a $1,000,000 dividend be declared to the City of Windsor, based on the 2015 Q4 projected financial results, as recommended by WCU Audit & Finance Committee. Interim CEO Vice President and CFO Encls 27

Windsor Canada Utilities Ltd. Schedule of Available Dividends Net Assumed Dividends % of Net Income Income Dividends * Declared ** Dividends 2010 12,227 6,100 4,000 32.71% 2011 10,888 5,400 4,000 36.74% 2012 15,886 7,900 5,000 31.47% 2013 14,943 7,500 5,000 33.46% 2014 12,586 6,300 5,000 39.73% 2015 Q3 9,723 4,900 3,000 30.85% 2015 Q4 Fcst 11,120 5,600 4,000 35.97% *Assumed dividends are at 50%. The dividend policy states that the target dividend to the shareholder be between 25% and 55% of net income. ** Dividends declared are shown in the year to which they apply, not necessarily the year in which it is recorded on the financial statements. 28

Windsor Canada Utilities Ltd. Dividends Declared in 000's 2010 Actual Dividend 2009 - Q4-2010 - Q1 1,000 2010 - Q2 1,000 2010 - Q3 1,000 2010 - Q4 - Total Dividend - 2010 $ 3,000 2011 Actual Dividend 2010 - Q4 1,000 2011 - Q1 1,000 2011 - Q2 1,000 2011 - Q3 1,000 2011 - Q4 1,000 Total Dividend - 2011 $ 5,000 2012 Actual Dividend 2012 - Q1 1,000 2012 - Q2 1,000 2012 - Q3 1,000 2012 - Q4 1,000 2012 - Q4 Special 1,000 Total Dividend - 2012 $ 5,000 2013 Actual Dividend 2013 - Q1 1,000 2013 - Q2 1,000 2013 - Q3 1,000 2013 - Q4 1,000 Total Dividend - 2013 $ 4,000 2014 Actual Dividend 2013 - Q4 Special 1,000 2014 - Q1 1,000 2014 - Q2 1,000 2014 - Q3 1,000 2014 - Q4 1,000 2014 - Q4 Special 1,000 Total Dividend - 2014 $ 6,000 2015 Actual Dividend 2014 - Q1 1,000 2015 - Q2 1,000 2015 - Q3 1,000 2015 - Q4 1,000 2015 - Q4 Special (budget) 1,000 Total Dividend - 2015 $ 5,000 *Dividends are shown in the year paid and against the Quarter declared. 29

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AGENDA SUBMISSION To: WCU Board of Directors November 11, 2015 From: Victoria Zuber Re: Windsor Canada Utilities Ltd. 2016 2021 Draft Business Plan and Operating and Capital Budgets Windsor Canada Utilities Ltd. s ( WCU ) Audit & Finance Committee approved WCU s 2016 2021 Business Plan and Operating and Capital Budgets on October 13, 2015. At the WCU Board meeting held on October 22, 2015, the Board requested that further information related to the business plan and operating expenses be provided at the next meeting and the motion was deferred. Management recommends that the additional information be provided for to WCU s Audit & Finance Committee for review and approval at its meeting scheduled on January 12, 2016. RECOMMENDATION: WCU Board of Directors That the Windsor Canada Utilities Ltd. 2016 2021 Business Plan and Operating and Capital Budgets be deferred to the WCU Audit & Finance Committee for further discussion, review and approval. Interim CEO Vice President Finance and CFO 32

WCU Board of Directors Meeting - Administrative Business AGENDA SUBMISSION To: EWE Board of Directors EWU Governance, Audit & Finance Committee and Board of Directors WCU Audit & Finance Committee and Board of Directors WUC Governance, Audit & Finance Committee and Board of Commissioners November 6, 2015 From: Laura Rauch Re: 2016 Draft Meeting Schedule Management has prepared a proposed draft meeting schedule for the 2016 calendar year for approval. Recommendation EWU & WUC Governance, EWU, WCU and WUC Audit & Finance Committees: That the 2016 Draft Meeting Schedule be received. EWE, EWU and WCU Board of Directors and WUC Board of Commissioners: That the 2016 Draft Meeting Schedule be received; And that the 2016 Draft Meeting Schedule for this board and its committee(s) be approved. Director, Finance and Corporate Secretary 33

WCU Board of Directors Meeting - Administrative Business JANUARY 2016 FEBRUARY 2016 S M T W TH F S S M T W TH F S 1 2 1 2 3 4 5 6 3 4 5 6 7 8 9 7 8 9 10 11 12 13 10 11 12 13 14 15 16 14 15 16 17 18 19 20 17 18 19 20 21 22 23 21 22 23 24 25 26 27 24 25 26 27 28 29 30 28 29 31 MARCH 2016 APRIL 2016 S M T W TH F S S M T W TH F S 1 2 3 4 5 1 2 6 7 8 9 10 11 12 3 4 5 6 7 8 9 13 14 15 16 17 18 19 10 11 12 13 14 15 16 20 21 22 23 24 25 26 17 18 19 20 21 22 23 27 28 29 30 31 24 25 26 27 28 29 30 MAY 2016 JUNE 2016 S M T W TH F S S M T W TH F S 1 2 3 4 5 6 7 1 2 3 4 8 9 10 11 12 13 14 5 6 7 8 9 10 11 15 16 17 18 19 20 21 12 13 14 15 16 17 18 22 23 24 25 26 27 28 19 20 21 22 23 24 25 29 30 31 26 27 28 29 30 JULY 2016 AUGUST 2016 S M T W TH F S S M T W TH F S 1 2 1 2 3 4 5 6 3 4 5 6 7 8 9 7 8 9 10 11 12 13 10 11 12 13 14 15 16 14 15 16 17 18 19 20 17 18 19 20 21 22 23 21 22 23 24 25 26 27 24 25 26 27 28 29 30 28 29 30 31 31 SEPTEMBER 2016 OCTOBER 2016 S M T W TH F S S M T W TH F S 1 2 3 1 4 5 6 7 8 9 10 2 3 4 5 6 7 8 11 12 13 14 15 16 17 9 10 11 12 13 14 15 18 19 20 21 22 23 24 16 17 18 19 20 21 22 25 26 27 28 29 30 23 24 25 26 27 28 29 30 31 NOVEMBER 2016 DECEMBER 2016 S M T W TH F S S M T W TH F S 1 2 3 4 5 1 2 3 6 7 8 9 10 11 12 4 5 6 7 8 9 10 13 14 15 16 17 18 19 11 12 13 14 15 16 17 20 21 22 23 24 25 26 18 19 20 21 22 23 24 27 28 29 30 25 26 27 28 29 30 31 Statutory Declared Holiday School Holidays ~ March 14-18, 2016 MONDAY MEETINGS EWE Board of Directors @ 9:00am TUESDAY MEETINGS WCU & EWU Audit & Finance Committees - Joint Meeting @ 9:15 am *January 12 @ 9:30 am EWU Board of Directors @ 9:15 am EWU & WUC Special Audit & Finance Committee @ 9:15 am (WUC Capital Budget) THURSDAY MEETINGS ENWIN GROUP OF COMPANIES DRAFT SCHEDULE OF MEETINGS - 2016 EWU Governance & Human Resources Committee @ 10:30am WCU Board of Directors @ 10:30am ALL MEETINGS HELD AT 787 OUELLETTE IN THE SECOND FLOOR BOARDROOM 34

WCU Board of Directors Meeting - Administrative Business WINDSOR UTILITIES COMMISSION DRAFT SCHEDULE OF MEETINGS - 2016 JANUARY 2016 FEBRUARY 2016 S M T W TH F S S M T W TH F S 1 2 1 2 3 4 5 6 3 4 5 6 7 8 9 7 8 9 10 11 12 13 10 11 12 13 14 15 16 14 15 16 17 18 19 20 17 18 19 20 21 22 23 21 22 23 24 25 26 27 24 25 26 27 28 29 30 28 29 31 MARCH 2016 APRIL 2016 S M T W TH F S S M T W TH F S 1 2 3 4 5 1 2 6 7 8 9 10 11 12 3 4 5 6 7 8 9 13 14 15 16 17 # 19 10 11 12 13 14 15 16 20 21 22 23 24 25 26 17 18 19 20 21 22 23 27 28 29 30 31 24 25 26 27 28 29 30 MAY 2016 JUNE 2016 S M T W TH F S S M T W TH F S 1 2 3 4 5 6 7 1 2 3 4 8 9 10 11 12 13 14 5 6 7 8 9 10 11 15 16 17 18 19 20 21 12 13 14 15 16 17 18 22 23 24 25 26 27 28 19 20 21 22 23 24 25 29 30 31 26 27 28 29 30 JULY 2016 AUGUST 2016 S M T W TH F S S M T W TH F S 1 2 1 2 3 4 5 6 3 4 5 6 7 8 9 7 8 9 10 11 12 13 10 11 12 13 14 15 16 14 15 16 17 18 19 20 17 18 19 20 21 22 23 21 22 23 24 25 26 27 24 25 26 27 28 29 30 28 29 30 31 31 SEPTEMBER 2016 OCTOBER 2016 S M T W TH F S S M T W TH F S 1 2 3 1 4 5 6 7 8 9 10 2 3 4 5 6 7 8 11 12 13 14 15 16 17 9 10 11 12 13 14 15 18 19 20 21 22 23 24 16 17 18 19 20 21 22 25 26 27 28 29 30 23 24 25 26 27 28 29 30 31 NOVEMBER 2016 DECEMBER 2016 S M T W TH F S S M T W TH F S 1 2 3 4 5 1 2 3 6 7 8 9 10 11 12 4 5 6 7 8 9 10 13 14 15 16 17 18 19 11 12 13 14 15 16 17 20 21 22 23 24 25 26 18 19 20 21 22 23 24 27 28 29 30 25 26 27 28 29 30 31 Statutory Declared Holiday School Holidays ~ March 14-18, 2016 TUESDAY MEETINGS WUC Governance Committee @ 10:30am THURSDAY MEETINGS WUC Audit & Finance Committee @ 9:15 am WUC /EWU Audit & Finance Committee @ 9:15 am (Capital Budget) FRIDAY MEETINGS WUC Board of Commissioners @ 9:15 am ALL MEETINGS HELD AT 787 OUELLETTE IN THE SECOND FLOOR BOARDROOM 35