EMERA INC

For the period ended Oct 19, 2026. Filed Oct 19, 2026.

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Oct 19, 2026 · Filed Oct 19, 2026

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EMA$50.69-1.0%Stored close · as of Nov 6, 2026

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Contents

EX-99.1 · Dated as of [●]

Dated as of**[●****]**

TABLE OF CONTENTS

Article 1 INTERPRETATION		2
1.1	Definitions		2
1.2	Construction		22
1.3	References to Old ATCO Entities and SpinCo Entities		23
1.4	Currency		23
1.5	Schedules		23
Article 2 THE SEPARATION		24
2.1	Separation		24
2.2	Implementation		24
2.3	Transfer of Assets		24
2.4	Further Assurances		26
2.5	Certain Resignations		28
2.6	Settlement of InterCompany Accounts		29
2.7	Cooperation		29
2.8	No Representations or Warranties		29
Article 3 OTHER MATTERS		30
3.1	Employee Matters Agreement		30
3.2	IP Matters Agreement		30
Article 4 POST-SEPARATION INTERCOMPANY MATTERS		30
4.1	Litigation		30
4.2	Treatment of Payments Post-Separation		30
4.3	Replacement of Credit Support Obligations		31
Article 5 INSURANCE MATTERS		32
5.1	Termination of Insurance on the Transferred Assets and Liabilities		32
5.2	Administration of Current Insurance Arrangements		33
5.3	Directors’ and Officers’ Insurance		34
5.4	Cooperation		34
Article 6 TAX MATTERS		35
6.1	Tax Cooperation		35
6.2	Tax Returns		35
6.3	Tax Contests		36
6.4	Separation Tax Adjustment		38
Article 7 ACCESS TO INFORMATION AND CONFIDENTIALITY		39
7.1	Corporate Minute Books and Corporate Seals		39
7.2	Access to Records		40
7.3	Privileged Information		41

7.4	Utilities Information		42
7.5	Retention of Records		43
7.6	Confidentiality		43
7.7	Restricted Information Practices		45
7.8	Cooperation with Respect to Government Reports and Filings		45
7.9	Limitations on Providing Access to Records		46
7.10	Privacy		46
7.11	Protective Arrangements		47
7.12	Business Decisions		47
7.13	Limited Liability		48
Article 8 TERMINATION AND MUTUAL RELEASE		48
8.1	Termination of Agreements		48
8.2	Mutual Release		49
Article 9 INDEMNIFICATION		50
9.1	Indemnification of the Old ATCO Entities and the Retained Subsidiaries		50
9.2	Indemnification of the SpinCo Entities		51
9.3	Continuing Indemnification Obligations		51
9.4	Indemnification Agreements		52
9.5	Backstop Indemnity		52
9.6	Other Liabilities		52
9.7	Failure to Give Timely Notice		52
9.8	Reductions and Subrogation		52
9.9	Judgment Currency		53
9.10	Exclusive Remedy		54
9.11	Mitigation		54
9.12	Third Party Claims		54
9.13	Direct Claims		56
9.14	Trustee and Agent		56
Article 10 DISPUTE RESOLUTION		56
10.1	Dispute Resolution Procedures		56
10.2	Senior Officers’ Conference		56
10.3	Arbitration		57
Article 11 GENERAL PROVISIONS		58
11.1	Termination		58
11.2	Further Assurances		58
11.3	Transaction Costs		58

11.4	Notices	59
11.5	Time of Essence	59
11.6	Assignment	60
11.7	Binding Effect	60
11.8	Waiver	60
11.9	No Personal Liability	60
11.10	Severability	60
11.11	Entire Agreement	61
11.12	Governing Law	61
11.13	No Third Party Beneficiaries	61
11.14	Counterparts	61
11.15	Cooperation	61
11.16	Late Payments	62
11.17	Remedies	62
11.18	Force Majeure	62
11.19	Publicity	62
11.20	Survival of Covenants	62
11.21	Set-Off	63
11.22	Compliance with Laws	63
11.23	Amendment	63
11.24	Acknowledgement	63

iii

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