Boralex Inc. (BLX) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Boralex Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure.

Good morning, everyone. My name is Alain Rheaume, Chair of the Board of Boralex. I would like to welcome all of you to our shareholders' Annual Meeting. Please note that this meeting will be conducted in French. And I would like to welcome all of you as well as [indiscernible] we will be focusing on the formal part of the meeting. There will be no management presentation on the corporation's outlook for financial results. [indiscernible] ESG panels and other events such as our quarterly web meeting are much more effective ways of communicating management's message to shareholders. Despite difficult economic conditions, Boralex has again reported a strong, disciplined and profitable growth in 2023. The corporation has built a portfolio of projects, while operating assets continued to deliver high returns and increased specification in terms of technology, customer base and partnership. We also made a substantial stride and incorporate social responsibility. Among other things, Boralex formalize its business structure to increase [indiscernible] and adopted a new integrated risk management framework under the [indiscernible] supervision of the Board. It also consolidated [indiscernible] health and safety governance and raise its standards in this area. The Board of directors continues to support management in setting Boralex strategic objectives and to strengthen its contribution [indiscernible] as an accelerated responsible and profitable growth corporation. We were pleased to welcome [indiscernible] to the Board at the beginning of 2024. [indiscernible] experience with major electricity producers and the computers as well as with several meetings [indiscernible] and enable it to achieve ambitious [indiscernible]. I would also like to take this opportunity to thank you [indiscernible] as Director in 2023 for his contribution to Boralex development. Thank you, Ghyslain. I now call the meeting to order. I will act as Chair of this meeting. Boralex's management representatives are attending this meeting with me. I'm [indiscernible] with Patrick Decostre, President and Chief Executive Officer; Bruno Guilmette, Senior Vice President and Chief Financial Officer; and Pascal Hurtubise, Senior Vice President and Chief Legal Officer. Pascal Hurtubise will act as Secretary to the meeting. Hello, Patrick.

Hello, Alain.

Hello, Bruno.

Hello, Alain.

Hello, Pascal.

Hello, Alain.

I will first ask the secretary of the meeting, Pascal Hurtubise to explain some of the procedures for the meeting.

Thank you, Alain. As the meeting is being held virtually via a live audio website, we feel it's necessary to establish a few rules to ensure the smooth running of the meeting. As described in the management proxy circular, the duly appointed proxy holders were required to register with our transfer agent and obtain a control number prior to this meeting in order to attend, vote and ask questions. Accordingly, only registered shareholders or their duly appointed proxy holders may participate, ask questions and vote at the meeting. All other proxy holders may attend the meeting as guests. Registered shareholders and duly appointed proxy holders who wish to submit or ask a question about a motion may do so using the instant messaging feature of the virtual interface. Please note that there may be a slight delay in the publication of communications received. When asking a question, please indicate your name, and the entity you represent, if applicable. Questions will be addressed only during the Q&A session at the end of the meeting, provided procedural questions or questions directly [indiscernible] a motion before the meeting may be addressed during the meeting. Questions or comments that contain inappropriate language or disrupt the flow of the meeting will not be posted and will be ignored. Questions that have already been answered or that are redundant or repetitive will be ignored. For the purposes of today's meeting, all matters will be voted on by means of a single electronic vote. Registered shareholders and duly appointed proxy holders will be asked to vote on each item of the business after the presentation of all such items, therefore, at 1x only. When invited to vote, you will receive a message on the virtual interface asking you to register your votes. You'll have enough time to vote on each item, but note that you will have a time limit to do so.

Thank you, Pascal. I would now direct the secretary to file the notice of meeting, the voting proxy form and the statutory declaration that these documents were mailed to the shareholders on April 4, 2024, and to retain them in the records of Boralex.

The documents are tabled.

Thank you, Pascal. Representatives of Computershare, the transfer agent and register of Boralex are acting as scrutineers for this meeting. They will be counting the proxy votes and votes cast online today. I'm advised that the report on the attendance at this meeting is now ready. I would ask them to please read it to us. Mr. Gilbert from Computershare, please.

Good morning, Mr. President, can you hear me? Great, thank you. Mr. Chairman, we understand the scrutineers of Computershare Investor Service Inc., at Boralex now that there are at least 2 shareholders and/or proxy holders present at this meeting representing in person or by proxy, 73,975,449 [indiscernible] being 71.94% of the total [indiscernible] outstanding shares of Boralex Inc. Thank you.

Thank you, Mr. Gilbert. I hereby declare the meeting duly convened and validly constituted to deal with the matters on the agenda. As mentioned by the secretary earlier, all ballots will be cast on all matters to be voted on using a single electronic ballot. At the appropriate time, you will receive a message on the virtual interface asking you to vote. You will have a limited time to do so. When all items on the meeting the meeting's agenda have been voted on, the scrutineers will tabulate the votes for each item. The next item on the agenda is the receipt of Boralex's consolidated financial statements for the year ended December 31, 2023, and the independent auditor's report. I would ask the Secretary to file the consolidated financial statements of Boralex for the year ended December 31, 2023, together with a report of the independent auditor thereon as well as the statutory declaration that a copy of such documents has been mailed on April 4, 2024, to all shareholders who have requested them.

The documents are tabled.

Thank you, Pascal. The next item on the agenda is the election of the 11 nominees proposed by management for election of directors of the corporation. Under the advance notice bylaw adopted by the Board of Directors on March 1, 2018, and ratified by the shareholders on May 9, 2018. A process must be followed and certain deadlines must be met in order to nominate a candidate for director position as no other nominations have been made in accordance with this bylaw, only the nomination set forth and the management proxy circular will be voted upon. May have registered holder of Class A shares or a proxy holder of a holder of shares now make a motion for the nomination of the 11 proposed nominees?

My name is Pascal Hurtubise, shareholder. Mr. Chairman, I propose the nomination of each of the following persons for election as directors of Boralex. Mr. André Courville, Ms. Lise Croteau, Mr. Patrick Decostre, Mrs. Marie-Claude Dumas, Ms. Marie Giguère, Ms. Ines Kolmsee, Mr. Patrick Lemaire, Mr. Dominique Minière, Mr. Alain Rheaume, Mr. Zin Smati and Mrs. Dany St-Pierre.

Thank you, Pascal. Can a registered shareholder of Class A shares or a proxy holder of a holder of shares not make a motion for the election of each of these persons? Mr. Guilmette, perhaps.