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Notice to NOVA Shareholders of Petition to theCourt of Queen’s Bench of Alberta forApproval of an Arrangement under the

Business Corporations Act

(Alberta)- and -Notice to TransCanada Common Shareholders of Petition to theCourt of Queen’s Bench of Alberta forApproval of an Arrangement under the

Canada Business Corporations Act

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JOINT MANAGEMENT INFORMATION CIRCULARWITH RESPECT TO ANARRANGEMENT INVOLVINGNOVA CORPORATION

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TRANSCANADA PIPELINES LIMITED

May 19, 1998

Action No. 9801-06653

IN THE COURT OF QUEEN’S BENCH OF ALBERTAJUDICIAL CENTRE OF CALGARYIN THE MATTER OF SECTION 186 OF THE

BUSINESS CORPORATIONS ACT

,S.A. 1981, c.B-15, AS AMENDEDIN THE MATTER OF SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT

,R.S.C. 1985, c.C-44, AS AMENDEDAND IN THE MATTER OF AN ARRANGEMENT PROPOSED BYNOVA CORPORATION, TRANSCANADA PIPELINES LIMITED AND 3399508 CANADA LTD.INVOLVING NOVA CORPORATION AND ITS HOLDERS OF COMMON SHARES ANDPREFERRED SHARES AND TRANSCANADA PIPELINES LIMITEDAND ITS HOLDERS OF COMMON SHARES AND 3399508 CANADA LTD.

NOTICE TO NOVA SHAREHOLDERS OF PETITIONNOTICE IS HEREBY GIVEN

that a petition (the ‘‘Petition’’) has been filed with the Court of Queen’s Benchof Alberta, Judicial Centre of Calgary (the ‘‘Court’’), by NOVA Corporation (‘‘NOVA’’) under section 186 of the

Business Corporations Act

, S.A. 1981, c.B-15, as amended (the ‘‘ABCA’’), by TransCanada PipeLines Limited(‘‘TransCanada’’) and by 3399508 Canada Ltd. (‘‘ArrangeCo.’’) under section 192 of the

Canada BusinessCorporations Act

, R.S.C. 1985, c.C-44, as amended (the ‘‘CBCA’’) with respect to a proposed Arrangement (the‘‘Arrangement’’) involving NOVA, its holders of Common Shares and its holders of Preferred Shares(collectively, the ‘‘NOVA Shareholders’’), TransCanada and its holders of Common Shares (the ‘‘TransCanadaShareholders’’) and ArrangeCo., which Arrangement is described in greater detail in the Joint ManagementInformation Circular of NOVA and TransCanada dated May 19, 1998 accompanying this Notice of Petition.

AND NOTICE IS FURTHER GIVEN

that the said Petition will be heard before the presiding ChambersJustice at the Court House, 611 - 4th Street S.W., Calgary, Alberta, Canada, on the 30th day of June, 1998 at0900hrs. (Mountain Daylight Savings Time) or as soon thereafter as counsel may be heard.At the hearing of the Petition, NOVA intends to seek the following:(i)an order approving the Arrangement pursuant to the provisions of section 186 of the ABCA (the‘‘Final Order’’); and(ii)such other further orders, declarations and directions as the Court may deem just.The Final Order will constitute the basis for an exemption from certain requirements of the

Securities Act of 1933

, as amended, of the United States of America with respect to the securities of NOVA (herein referred to,upon the Arrangement becoming effective, as NOVA Chemicals) and TransCanada (herein referred to, upon theArrangement becoming effective, as EnergyCo.) issued pursuant to the Arrangement.

Any NOVA Shareholder or other interested party desiring to support or oppose the Petition may appear andbe heard at the time of hearing in person or by counsel for that purpose, provided such shareholder or otherinterested party files with the Court and serves upon NOVA and TransCanada on or before June23 , 1998, aNotice of Intention to Appear, together with any evidence or materials which is to be presented to the Court,setting out such shareholder’s, or other interested party’s, address for service in Calgary, Alberta (oralternatively, a telecopier number for service by telecopier).

Service on NOVA is to be effected by delivery to thesolicitors for NOVA at the address set forth below.i


that, at the hearing and subject to the foregoing, NOVA Shareholders,and any other interested person will be entitled to make representations as to, and the Court will be requested toconsider, the fairness of the terms and conditions of the Arrangement to such shareholders. If you do not attend,either in person or by counsel, at that time, the Court may approve or refuse to approve the Arrangement aspresented, or may approve it subject to such terms and conditions as the Court shall deem fit, without anyfurther notice.


that the Court, by an Interim Order dated May19, 1998 has givendirections as to the calling and holding of the Special Meeting of the NOVA Shareholders for the purpose ofsuch shareholders voting upon the special resolution to approve the Arrangement and, in particular, has directedthat the NOVA Common Shareholders and the NOVA Preferred Shareholders shall have the right to dissentunder the provisions of section 184 of the ABCA upon compliance with the terms of, and as modified by theInterim Order.


that a copy of the said Petition and other documents in the proceedingswill be furnished to any NOVA Shareholder or other interested party requesting the same by theundermentioned solicitors for NOVA upon written request delivered to such solicitors as follows:Howard, Mackie1000, 400 - 3 Avenue S.W.Calgary, AlbertaT2P 4H2Attention: Frank R. Foran, Q.C.DATED at the City of Calgary, in the Province of Alberta, this 19th day of May, 1998.NOVA Corporation‘‘Jack S. Mustoe’’Jack S. MustoeSenior Vice President and General Counselii