Item - 2024.EX16.25

The Executive Committee recommends that:

1. City Council treat the portion of the City Council meeting at which the report (July 2, 2024) from the Corporate Secretary, Toronto Hydro Corporation is considered as the Annual General Meeting of the Shareholder for Toronto Hydro Corporation.

2. City Council approve and adopt the shareholder resolution attached in Attachment 2 to the report (July 2, 2024) from the Corporate Secretary, Toronto Hydro Corporation to re-appoint the auditor of Toronto Hydro Corporation to hold office until the close of the next annual meeting of the shareholder and to authorize the Directors of Toronto Hydro Corporation to fix the auditor's remuneration.

3. City Council receive the following documents for information:

a. Attachment 1a – Toronto Hydro Corporation 2023 Annual Report;

b. Revised Attachment 1b – Toronto Hydro 2023 Climate Action Plan Status Report;

c. Attachment 2 – Resolution of the Sole Shareholder – City of Toronto, Re-appointing Auditor;

d. Attachment 3 – Toronto Hydro Corporation 2023 Annual Financial Report for the Year Ended December 31, 2023 including Toronto Hydro Corporation’s audited consolidated financial statements for 2023 and the auditor's report related thereto;

e. Attachment 4 – Toronto Hydro Corporation Annual Information Form for the Year Ended December 31, 2023;

f. Attachment 5 – Toronto Hydro Corporation 2023 Environmental Performance Report;

g. Attachment 6 – Toronto Hydro 2023 Environmental, Social and Governance Report;

h. Attachment 7 – Toronto Hydro Corporation Chief Executive Officer and Chief Financial Officer Certification of Annual Filings;

i. Confidential Attachment 8a – Executive Compensation Disclosure of Toronto Hydro Corporation for 2023 (Part 1, NEO’s);

j. Confidential Attachment 8b – Executive Compensation Disclosure of Toronto Hydro Corporation for 2023 (Part 2, All);

k. Confidential Attachment 9 – Toronto Hydro Corporation Report to the Shareholder for the Year Ended December 31, 2023 and Toronto Hydro Corporation Non-Consolidated Financial Statements for the year ended December 31, 2023;

l. Confidential Attachment 10 – Financial Statements of Toronto Hydro-Electric System Limited for the Years Ended December 31, 2022 and December 31, 2023;

m. Confidential Attachment 11 – Financial Statements of Toronto Hydro Energy Services Inc. for the Years Ended December 31, 2023 and December 31, 2022;

n. Attachment 12 – Toronto Hydro Corporation’s First Quarter Report for the Quarter Ended March 31, 2024 including Toronto Hydro Corporation’s unaudited consolidated financial statements for the first quarter of 2024;

o. Attachment 13a – Statement of Remuneration and Expenses for Council Appointees for the Year Ended December 31, 2023 (Form 1);

p. Attachment 13b – Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2023 (Form 2)

4. City Council direct that Confidential Attachments 8a, 8b, 9, 10 and 11 remain confidential in their entirety due to the security of the property of the City and securities requirements arising from Toronto Hydro Corporation’s status as an offering corporation under the Business Corporations Act, (Ontario) R.S.O. 1990, c.B.16 (the “OBCA”), Toronto Hydro Corporation’s status as a reporting issuer under the Securities Act, (Ontario) R.S.O. 1990, c.S.5, and the application by the Ontario Securities Commission of National Instrument 51-102.

5. City Council authorize and direct appropriate City officials to take the necessary action to give effect to City Council's decision.

Toronto Hydro provides this report:

- In combination with the attached 2023 Annual Report in satisfaction of City staff’s request, by way of email dated March 8, 2024, that Toronto Hydro Corporation provide a cover report that highlights key financial information for Executive Committee and City Council consideration.

- To comply with the requirements of subsection 94(1) of the OBCA, the directors of Toronto Hydro Corporation are required to call an annual meeting of its shareholder (i.e. the City of Toronto) by no later than fifteen (15) months after holding the last preceding annual meeting. The preceding annual meeting was held on July 11, 2023.

- To comply with the requirements of subsection 149(2) of the OBCA, the shareholder shall, at each annual meeting, appoint one or more auditors to hold office until the close of the next annual meeting. Pursuant to subsection 149(7) of the OBCA, the remuneration of an auditor appointed by the shareholder shall be fixed by the shareholder, or by the directors if they are authorized to do so by the shareholder.

- To comply with the requirements of subsection 154(1) of the OBCA and section 9.7 of the City’s Shareholder Direction, the directors of Toronto Hydro Corporation are required to place before each annual meeting of the shareholder:

- the financial statements required to be filed under the Securities Act (Ontario) and the regulations thereunder relating separately to: (i) the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting; and (ii) the immediately preceding financial year;

- the report of the auditor, if any, to the shareholders; and

- any further information respecting the financial position of Toronto Hydro Corporation and the results of its operations required by the articles, the by-laws or any shareholder direction.

Toronto Hydro Corporation therefore hereby submits and recommends that this report and attached documents be received by the Executive Committee and the attached shareholder resolution be approved by the City Council.