TransCanada Announces Improvements to Corporate Governance

CALGARY, ALBERTA--(Marketwired - Nov. 26, 2014) - TransCanada Corporation (TSX:TRP) (NYSE:TRP) (TransCanada) today announced that its Board of Directors approved amendments to By-law No. 1 of TransCanada (collectively the "By-law Amendments") on November 3, 2014.

TransCanada believes that strong corporate governance improves corporate performance and benefits shareholders. Among other things, the By-law Amendments:

• establish a framework for advance notice of nominations of directors by common shareholders of TransCanada (the "Advance Notice By-law").
• increase the quorum requirements for TransCanada shareholders' meetings to two or more persons holding or representing at least 25 percent of the eligible vote from a 20 percent threshold.
• increase the quorum requirement for TransCanada directors' meetings from four directors to a majority of the directors.
• remove the casting vote previously granted to the chair for both directors' and shareholders' meetings.
• provide the Board of Directors with the ability to ensure the legality of proxies and voting rights, and the chair the ability to adjourn any shareholders' meeting at any point during the meeting if appropriate.

In particular, the Advance Notice By-law fixes a deadline by which shareholders must submit a notice of director nominations to TransCanada before any annual or special meeting of shareholders where directors are to be elected, and sets forth the information that a shareholder must include in the notice for it to be valid. The Advance Notice By-law requires advance notice to TransCanada in circumstances where nominations of persons for election as a director of TransCanada are made by shareholders other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Canada Business Corporations Act (the "CBCA") or (ii) a shareholder proposal made in accordance with the provisions of the CBCA.

The By-law Amendments are effective immediately. Common shareholders of TransCanada will be asked to ratify and confirm the By-law Amendments at the next meeting of shareholders, as required by the CBCA. The full text of By-law No. 1, as amended by the By-law Amendments, have been filed under TransCanada's profile at www.sedar.com, and posted on TransCanada's website at www.transcanada.com.