This document is a comprehensive report on a company's activities throughout the preceding year.

This document is a comprehensive report on a company's activities throughout the preceding year.

The Management’s Discussion and Analysis dated March 1, 2005 should be read in conjunction with the audited consolidated financial statements of TransCanada PipeLines Limited (TCPL or the company) and the notes thereto for the year ended December 31, 2004. Amounts are stated in Canadian dollars unless otherwise indicated.

This information circular is a document for a company’s shareholders, outlining important matters on the agenda at the annual shareholders' meeting, or at a special shareholders' meeting. The information circular also solicits proxy votes and provides procedures for voting on key issues.