Boralex Inc. ($BLX)

Hello and welcome to Boralex's Annual Special Shareholders Meeting. Today's meeting is being recorded. If you are participating in today's meeting. And you disclose personal information. This means that you have been deemed consent the recording transfer and use of the same. If you disclose personal information, another person during today's meeting, you will be deemed to represent and warrant Computershare and the corporation that you first obtained all required consents for disclosure recording transfer and use of personal information from all appropriate people before your disclosure. I'd now like to turn the floor over to Mr. Andrew Corvil, Chair of the Board of Boralex, Mr. Corvil. The floor is yours.

Thank you very much, and good morning to all. My name is Andre Courville, I am the Chair of the Board of Boralex. Welcome to our annual and special shareholders meeting, the -- probably the last one. The meeting will take place in French, but a simultaneous interpretation, real-time interpretation is available. As you may have noticed when you logged into the platform [Foreign Language] Represent of Boralex management are attending this meeting here with me. I have Patrick Decostre. President and Chief Executive Officer; Philippe Bonin, Chief Financial Officer; Pascal Hurtubise, Executive Vice President and Chief Legal Officer; and Stephane Milot, Vice President, Investor Relations and Financial Planning Analysis. I will act as chair of this meeting, and Pascal will act as Secretary. Before beginning, I'd like to ask the Secretary to explain a few of the meeting procedures. I'll also let you know that. Our partner, Computershare has just opened the vote on the virtual platform, you are supposed to have an iPad for your vote. So Pascal Please, over to.

Thank you, Andre. As the meeting will be held in hybrid format, -- and there will be both shareholders with us in the room and others taking place virtually. We would like to remind you of a few rules to ensure that the meeting runs smoothly. Only registered shareholders and duly appointed proxy holders will be able to vote and ask questions at the meeting. Those attending virtually can submit their questions by using instant messaging on the virtual interface those present in the room will be able to ask questions during the question period. As described in our management information circular dated May 1, 2026, duly appointed proxy holders were required to register with Computershare and obtain a control number. All other proxy holders may attend a meeting as guests. When you ask a question, please make sure that you tell us what your name is, whether you're a shareholder or a proxy holder and which entity you represent, if any. We will only answer be answering questions during question period. Questions or comments containing inappropriate language will not be answered. We will not be repeating questions we've already answered for those that are redundant Registered shareholders and duly appointed proxy holders attending the meeting virtually may vote on all agenda items by electric ballot, it's starting now and until we inform you that the voting period has ended. Those present in the room can vote using the electronic tablet provided to them upon their arrival. It is important to mention that shareholders who have already exercised their voting rights or completed a proxy form do not need to vote again and can simply ignore the ballot appearing on the virtual interface. To shareholders and duly appointed proxy holders who participate virtually in the meeting can consult the rules of conduct and procedures of the meeting as well as all other documents relevant to the meeting in the navigation bar of the virtual interface under the documents icon.

Thank you Pascal before beginning the formal portion of the meeting which will be followed by a question period. Allow me to make a few brief comments. One of the items on today's meeting agenda is the approval of the plan. With the arrangement transaction with Brookfield and [indiscernible]. This transaction is the result of a comprehensive review process that was conducted by a special committee of independent directors of the corporation and is the combination of extensive negotiations with the purchaser under the supervision and involvement of the special committee. After careful consideration and after consulting with outside legal and financial advisers, the Board has unanimously determined that the arrangement is in the best interest of the corporation and is fair for shareholders and accordingly recommends that shareholders vote in favor of the arrangement resolution. A full description of the information and factors considered by the Board and the special committee is set forth in the circular. These factors include, amongst others, a consideration of $37.25 per share, representing a substantial and compelling premium and is near the upper end of the fair market valuation range determined by Dada. The consideration will be paid entirely in cash, which provides shareholders with certainty of value and immediate liquidity and removes risks and volatility associated with owning shares of a publicly traded company because as you can see, these days, the stock market is quite volatile. And so you'll have your money. The transaction will provide the corporation with powerful leverage to accelerate the execution of its 2030 strategic plan. Brookfield and Lakes support the corporation's strategic objectives. And the arrangement represents an ideal opportunity for the corporation to one, pursue the development of its operations footprint and level of employment in Quebec; two, ensure that the corporation's head office remains in Quebec in the long term; and three, pursue the development and maintenance of good relationships with its partners, communities First Nations and other stakeholders. Consideration of current industry economic and market conditions and trends were also considered. The corporation as a private company will no longer be exposed to share price volatility. And the associated constrains when it comes to the election of directors of the company, we present to you this year, 1 new candidate for the position of Director, Ted DeGiorgio, who joined the Board on October 17, 2025, His experience will complement the deep and varied skills already present on the Board of Directors. I'd like to take this opportunity to express our sincere thanks to [indiscernible] who stepped down as Chair of Boralex, who is here with us here today. He steps down as Chair of Boralex's Board on September 30, 2025, yes, did we get that date right after serving on the board for 15 years including 8 years as Chair of Board our warmest thanks to him for his leadership, his commitment and his dedication. I'd now like to call this meeting to order. The notice of meeting and other meeting documents were mailed to shareholders and are available under the corporation's at our Plus profile. Accordingly, I will dispense with the reading of the notice of meeting and as the secretary to retain all documents in the corporation's [indiscernible] In addition, some people have been identified to move and second each of the motions to be voted on today in order to facilitate the running of the meeting. Mr. Steve Gilbert and Mr. Sha Rosalen of Computershare will act as scrutineers of the meeting. They will be tabulating the proxies and votes cast today. I'm advised that their report on attendance is now ready. I would like to ask them to read it to ask Mr. Gilbert from Computershare, please.

Yes, Mr. Chair. The scrutineers undersigned Computershare Inc. I would like to confirm that we have at least 7 shareholders and/or proxy holders at the meeting representing in person or by proxy 67,384 shares. So 68.4% of 102.5 [indiscernible] million shares in circulation for Boralex Inc., and we will submit a report signed by me, Steve Gilbert and [indiscernible] both scrutineers. Thank you very much. The first point at the meeting is a consideration to approve the arrangement resolution being a special resolution in the plan of arrangement involving Boralex and BI under Holdings, Inc. or the purchaser. A newly formed entity to be jointly owned by Brookfield Infrastructure Fund V and Lakes, the full text of which is set out in Appendix seat of the Management Information Circular. Pursuant to the arrangement resolution shareholders are asked to approve a statutory plan of arrangement under Section 192 of the Canadian Business Corporations Act pursuant to which the purchaser has agreed to acquire all of the issued and outstanding shares for $37.25 in cash per share. Upon completion of the arrangement, the purchaser will acquire all of the issued and outstanding shares, and the corporation will become a wholly owned subsidiary of the purchaser. If the arrangement becomes in effect, each shareholder will be entitled to receive $37.25 in cash per share. A more detailed description of the arrangement as well as the full text of the plan of arrangement and the arrangement resolution are set forth in the management information circular. In accordance with the interim order to be effective, the arrangement resolution with or without variation must be approved by the affirmed vote of less than 66 and 2/3% of the votes and Mr. Gilbert and we were at 68%. We're good. We can continue so cast by shareholders present in the meeting or virtually or represented by proxy of the meeting and entitled to vote at the meeting each being entitled to one of per share 50% plus 1 of the votes cast on the arrangement resolution by shareholders present in person or virtually or represented by proxy at the meeting, excluding shares held by Lakes and by persons described in Items A through D Section 8.12 of multilateral instrument 61-101, protection of minority security holders in special transactions. We encountered these 2, we meet these needs. In accordance with the interim order, we can continue each registered shareholder of shares of Boralex at the close of business on the record date being April 16, 2026, is entitled to vote on the arrangement resolution. Unless there are any objections, I will dispense with the reading of the resolution. May I please have a motion in respect to the arrangement resolution as set out in Appendix C of the management information circular shareholder.

My name is Pascal [indiscernible] I move that the special resolution in respect of the plan of arrangement involving Boralex and the purchaser, the full text of which is set out in the appendix of the management circular dated May 1, 2026, be approved.

Thank you Pascal. Can I register kind of registered holder or a duly appointed proxy holder now support this motion.

My name is Patrick cost, I'm a shareholder, and I support this motion.

Thank you, Patrick. The motion is Julie forward and Second. The next item is the agenda here on the agenda is the receipt of consolidated financial statements and the independent auditor's report. To consolidated financial statements and the independent auditor's report for the year ended December 31, 2025 as well as the related management's discussion and analysis are included in Boralex's 2025 annual report. This report is available under the documents on in the navigation bar of the virtual interface. I'd like the Secretary to file and retain the corporation's filed and audited consolidated financial statements for the year ended December 31, 2025, together with the independent auditor's report thereon the statutory declaration confirming that a copy of these documents was sent on May 8, 2026, to the shareholders who requested them I confirm -- thank you, Asa. The third item on the agenda is the election of the 12 candidates proposed by management for election as Directors of the preparation. And detailed information on each of these mines can be found in the management information circular. Under the advanced notice bylaw adopted by the Board of Directors on March 1, 2018, and ratified by the shareholders on May in 2018, a process must be followed and certain deadlines must be met in order to nominate a candidate for a director position. No other nominations have been made in accordance with this bylaw, only the nomination set forth in the management information circular will be voted would therefore ask Pascal to present the proposal concerning the nomination of the 12 proposed nominees. I propose the nomination of each of the 12 following people for election as directors of Boralex, Mr. And Cote Mr. Patrick, the cost. Mr. Ted Jorge is Maria Mr. Ricky Forte Mr. Remi Lalonde Mr. Patrick Ms. Nadia Martel Mr. Dominique Mine Mr. Zin Smati Danny Samir. Thank you past -- can restored shareholder or a duly appoint or proxy holder now make a motion for the election of each of these.

My name is Milo, I'm a shareholder. Mr. Chairman, I move that each of the 12 candidates be elected as a director of Boralex and until the next Annual Meeting of Shareholders.

Thank you Stefan, this mostly supported.

My name is Patrick east. I'm a shareholder. Mr. Chairman, I support this motion.

Thank you, Patrick. The motion is duly made second -- we will now proceed with the fourth item on our agenda, being the appointment of Boralex auditors fiscal year 2026. The Board of Directors following the recommendations of the Audit Committee proposes that PricewaterhouseCoopers be appointed as Boralex's independent auditor. -- and that its remuneration be set by directors. [indiscernible] now like to ask Pascal to present the motion concerning appointment of auditors.

Mr. Chairman, I move that PricewaterhouseCoopers, a firm of chartered professional accountants be appointed as the Corporation's independent auditor for the year ending December 31, 2026, and then this remuneration will be fixed by the corporation's directors.

Thank you, Pascal. Can a registered shareholder or a duly appointed proxy holder now support this motion.

My name is. I'm a shareholder, and I support this motion.

Thank you, Steve. The fifth item on the agenda is the shareholder advisory vote on Boralex's approach to executive compensation. The text of this advisory resolution is reproduced in the management information circular. I'd now like to ask Pascal to present the motion concerning the advisory vote on our approach to executive compensation.

Mr. Chair, I move on an advisory basis and without diminishing the role and responsibilities of the Board of Directors, that the shareholders accept Boralex's approach to executive compensation is set out in the management information circular.

Thank you, Pascal. Would anyone like to second this motion.

My name is Patrick Deus. I'm a shareholder. Mr. Chairman, I support this motion.

Thank you, Pat. -- motion duly made and seconded. We are now at the point of the vote. So if it hasn't already been done, we invite you to vote on all items at the agenda via the electronic platform or using the tablet that you received when you arrived in the room. We'll give you about 30 seconds to exercise your right to vote if that has not yet been done. [Voting]

Once the electronic voting is complete, the voting page will disappear and your votes will be automatically recorded. Now declare that the voting period is closed for all items mentioned in the notice of meeting. I would now ask discritineers to compile the voting results on all agenda items. Will return in a few moments with the scrutineer's report and the voting results. Thank you for your patience. invite Mr. Steve Gilbert of Computershare to read the scrutineers report and the preliminary results of the votes. -- you I confirm that the resolution regarding the arrangement was adopted.

You, Mr. Corvil. I confirm that the arrangement resolution has been adopted. Regarding the election of directors, I confirm that all 12 candidates were duly elected as directors of the corporation. I'm also able to announce that the resolution regarding the appointment of PricewaterhouseCoopers as independent auditor of the corporation and the advisory resolution accepting Boralex's approach to the lineation of senior management members have been adopted.

Thank you, Mr. Gilbert. I would like to inform you that the final results of the vote will be available on SEDAR as soon as possible. This concludes the formal part of our meeting. Having exhausted all the items on the agenda, I declare the meeting adjourned before -- moving to closing remarks, Patrick and I will proceed to the question period. In if there are any questions. We have people online, which can ask questions and people in the room here come to the microphone. You state your name is your delegate a proxy holder or a shareholder and then ask your question.

There are no questions virtually. So this means the matters are very clear, things are unfolding well. So let's continue.

Therefore let's go to page there are no questions. We'll continue -- so closing remarks. -- longest our CEO and Chair, Mr. Patrick Dukas.

Good morning, everyone, Board members. Asia former members our Board members from management colleagues, former colleagues also, those who participated in the whole history of Vale and my dear partners. When I say partners, I'm thinking of our advisers and our shareholders to conclude this important shareholding on this meeting. I'd like to go back to what we've done in the past for LX and that's our vision. This exceptional business person believed in renewable energy well before it became obvious to all. By drafting this sentence, I was wondering if it was obvious to all. But for us and for Bernard, it was obvious renewable energy was obvious. -- to reach his goals -- the former Cascade Energy that means to achieve as a mission yet to acquire a publicly traded company, oral, initially present in hydroelectricity and with a significant presence in biomass and cogeneration, Boralex quickly expanded into wind energy. It also extended its reach into France, the United States, and other Canadian provinces.

In recent years, our growth has been driven by diversification -- we have developed our solar energy business, and we are beginning to do the same when it comes to energy storage. We have also expanded our geographic presence, particularly in the United Kingdom. Boralex development in both Canada and France is part of the emergence of a genuine industry of independent private electricity producers in markets long dominated by state monopolies. In this sense, our journey has gone beyond me Corporation growth -- it has also contributed to advancing a new more diversified, more open and more resilient energy model. That said, the ongoing optimization of OLX has never been so numerous constraints had to be addressed. Health and safety in a new and rapidly growing industry, emerging technologies, the glass funding required for assets and projects stakeholder management, not to mention constantly evolving legislative and regulatory reworks. These constraints have changed over time, but they remain very real and critical. Good day, Boralex has over 130 wind, solar, hydroelectric and storage sites totaling 3.8 million gigawatts, it seems that yesterday, we only had 3 or 4 and with more gigawatts of projects under development -- it is a company that has evolved and reinvent itself and has built relationships of trust with indigenous communities, municipalities, towns, and governments. And of all, Boralex is 850 employees with completely -- with complementary talents who move the company forward every day. For me, that's what matters most. The best way to describe their contribution is with a quote from 1 of our great philosophers. You can't just play your game. You have to play the game and bring your game into the game. I don't know if it was well translated into English. But anyways, Bill gives the philosophy behind us. The sentence is funny, of course, but a core it is true because the strength of teamwork isn't simply about rolling in the same direction in the same way. Robots could do that. What matters is that everyone contributes to their individual strengths to the common game plan, it's the sum of all these unique and complementary talents that allow us to stand out. Boralex's true value flows in and out of our offices and facilities every day. It has a human base. I'm talking about committed people who work very hard and enjoy doing just last. Over the years, our teams have constantly demonstrated the agility needed to navigate complex energy, regulatory and political environments. And often, it must be said, changing and on stable ones. In our sector, they are rarely a dull moment. And we've always been able to find solutions to forge our plants through instability. This has become a true strength at Boralex. You can even say that the adaptability is I'm confident in our teams, and I'm deeply grateful for their continued commitment. It's thanks to them that we've been able to move forward with rigor ambition and resiliency. Today's shareholder approval of Boralex private equity transaction marks a significant milestone for the company. As a privately held business, Boralex will have greater flexibility to pursue counter cyclical strategies. They will be able to develop and acquire assets in target markets where the medium and long-term outlook is known to be favorable. In short, we're going to put our energy where it counts and all of this in maintaining our corporate culture, our routes in Quebec and our international presence. Today, what I feel is gratitude toward the people behind this operation, the employees, the Board of Directors, the shareholders who have supported us over the years and who have remained even in the most difficult times the bankers who have trusted us, our lawyers, and other external advisers, our partners in the communities where we operate. And, of course, our future holders shareholders rather, who believe in the importance of renewable energy, and Boralex potential to develop like Bernard believes the 35 years ago. Thanks for the support, we can approach the future with confidence. It's an ambitious road map. We have the right partners to rewrite it with us. We share the same long-term vision and we firmly believe that renewable energies are sustainable solutions that will -- that we must invest in to strengthen energy security. Why? Because they are perpetual energy sources unlike fossil fuels, which depend on limited resources. Historically, access to fossil fuels has often fueled tensions and conflicts the current international context, particularly in the war in the Middle East serves as a stark reminder of this. This is not the case with locally produced renewable energies, which do not rely on a single limited resource. By the contrary, they strengthen our energy autonomy, stability, and resiliency. It is with this conviction that we will together continue to develop the development, yes, of renewable energies, create value and bring to life the vision and values of Boralex's founder. In the context where energy demand continues to rise, particularly due to the rate for AI and where the fight against the fight against climate change must be accelerated. We will strengthen security, energy with clean, sustainable and unlimited energy sources. And we do this for the benefit of current and future generations. Thank you.

Thank you very much Patrick. Hello again, everyone. We're almost that the time to have a cocktail together. So once again, I would like to thank you for being with us today for this AGM, which can be described as extraordinary as it marks a new milestone in the history of Boralex. Today, we reached a significant milestone in Boralex. Next phase of growth. once finalized this new partnership with Brookfield and [indiscernible] as to long-term investment -- investors with extensive experience in the energy infrastructure sector will provide the company with powerful leverage to accelerate the implementation of its 2030 strategic point on the company will improve its access to capital and gain greater flexibility to invest and respond to growing demand in its markets. [indiscernible] its inception, Boralex has constantly adapted to support its growth. For example, since I joined the Board of Directors in 2019, it has expanded into Canada, the United States and the United Kingdom. It has also developed its presence in the solar energy and battery storage markets. Boralex recently adopted a new strategic plan that is both ambitious and quite robust. Brookfield and the case believe in this plan and will provide the company with better tools to implement such a plan. With these 2 new shareholders, Boralex will benefit from more stable access to capital and a solid foundation to continue developing large-scale projects that will contribute to energy security. Indeed, the renewable Energy sector is booming. Demand continues to grow, driven by factors such as energy security, reindustrialization, economic growth and the energy transition. And in the vast majority of markets despite high volatility prospects remain quite strong. All of this will continue to be done from Quebec where the company's head office will remain and Boralex will continue to move forward with the same values that make it unique. Finally, I would like to commend the vision of the Lear family, particularly that of the late [indiscernible] and his son Patrick, who is with us today, who built a company, which Quebec can be very broad. Of course, I would like to thank everyone who has led Boralex over the years, both in management and on the Board of Directors. I also want to acknowledge the remarkable work of the Boralex teams -- they are the ones who keep the company culture alive who know how to adopt who enable it to take the major steps in its development. Thanks to the commitment of all these individuals, Boralex has become and will remain a key player in the global renewable energy sector. This owns my formal speech. If you give me a minute it's not scripted. I may hear about this afterwards. But this is our last meeting, they can say what they like. Now when we join a Board, we don't know what we're getting into. We joined to accomplish a mission work as a team with the business's management team. And that's what I've noticed since I run at Boralex in 2019, the Board that is wonderful with very talented people around the table. The management meeting under -- governance and Patrick we want to hope we had the necessary tool to do work, but it's not always obvious now. You're sitting around the table, you're trying to decide, this creation this baby or hand it over to someone else. So we've had some difficult discussions, which is normal, but I'd like to thank all Board members who support me. Throughout that period, especially over the last few months as we went through this and to this road map, which led us to here today. We have a few authorities to obtain a few -- we're still a board until everything is finalized. So the last few moments. So thank you. Thank you for -- joining this journey with all of you. And thank you also, perhaps I said so beforehand to our legal advisers to our financial advisers and to everyone who support us and we all missed out on many weekends before we finalize all this, but everyone worked very hard. So thank you, and excellent journey to all. [Statements in English on this transcript were spoken by an interpreter present on the live call.]