Capital Power Corporation ($CPX)

Hello, and welcome to the Annual Meeting of Shareholders of Capital Power Corporation. 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 company that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate person before your disclosure. It is now my pleasure to turn today's meeting over to the Chair of the meeting, Jill Gardiner. The floor is yours.

Good afternoon. It is just after 1:00, so I'll ask that the meeting come to order. My name is Jill Gardiner, and I am the Chair of the Board of Capital Power Corporation. In accordance with the company's bylaws, I'm pleased to act as Chair for this meeting. In the spirit of reconciliation, Capital Power respectfully acknowledges that we operate within the ancestral homelands, traditional and treaty territories of the Indigenous peoples of Turtle Island or North America. Capital Power's head office is located within the traditional and contemporary home of many Indigenous peoples of the Treaty 6 territory and Métis Homeland. We acknowledge the diverse indigenous communities that are located in these areas and whose presence continues to enrich the community. With me today are Avik Dey, President and Chief Executive Officer; Pauline McLean, Senior Vice President, External Relations, Chief Legal Officer and Corporate Secretary; and Roy Arthur, Vice President, Investor Relations and investment partnerships. To ensure a smooth flow of the business matters we will be dealing with today, Avik Dey and Pauline McLean will move and second formal motions. They will be called upon as needed. To clarify, this procedure is not an attempt to discourage participation, but merely to expedite proceedings in a virtual environment. Unless a different proxy holder has been indicated on management proxies, Avik Dey will act as proxy holder for such proxies. We are using a virtual-only format for this meeting. As noted in our management proxy circular dated March 13, 2026, shareholders can vote by proxy or can vote virtually during the meeting. Any questions pertaining to the business of the meeting will be addressed at the appropriate time. Following the meeting, an archived recording of the meeting will be made available on Capital Power's website. There will be no corporate presentation. However, after the termination of the formal portion of the meeting, we will hold a question-and-answer session during which the CEO, the Chief Legal Officer and the Vice President, Investor Relations and investment partnerships will be available to answer any questions from shareholders and duly appointed proxy holders that relate to the business of the company. If you experience any technical difficulties during the meeting, please contact Computershare by calling 1 (888) 724-2416 or if international, +1 (781) 575-2748. Computershare Trust Company of Canada is the company's registrar and transfer agent for its common shares. Today, Stephanie Tuss of Computershare has been appointed to act as scrutineer. In accordance with the company's bylaws, Pauline McLean will act as Secretary of the meeting. Stephanie Tuss will report on the shareholders present virtually or by proxy and compute the votes on any polls taken. We will conduct votes on the items of business by electronic balloting. Most registered shareholders have already voted by proxy. However, for those of you who did not vote in advance by proxy and need to vote today, we will conduct a vote on each motion during the meeting. We will let you know when the electronic balloting opens. To vote, simply click on the Vote tab on the right side of your screen, at which point the resolutions and voting options will appear. If you previously provided a proxy, you should not vote by electronic ballot today unless you wish to change your vote. Close the voting and tabulate the ballots after all matters have been put forward and discussed so that the meeting is not paused at each matter for the scrutineer to calculate preliminary results. If you have a question on any of the matters of business to be addressed at this meeting, please submit your question now using the Q&A tab on the virtual interface. Please do not wait for the matter to be open for discussion. At this time, we want to thank all of you who submitted proxies in advance and remind you that only registered shareholders or duly appointed proxy holders may participate and ask questions during the meeting. Under the notice and access system for communicating with shareholders, the company mailed a notice of meeting with a form of proxy or a voting instruction form commencing on March 24, 2026. The notice informs shareholders about the time and place of our meeting, the business of the meeting and stated management proxy circular was posted on our website at www.capitalpower.com/AGM as well as on SEDAR+. The notice also stated that any shareholder could request a printed copy of the management proxy circular in advance of today's meeting. The Secretary of the meeting has provided me with an affidavit of mailing prepared by Computershare Trust Company of Canada. She will see that this affidavit is filed with the minutes of this meeting. The Secretary of the meeting has received the report of the scrutineer and advises me that there is a quorum present. On the basis of this report, I declare that the meeting has been regularly called and properly constituted for the transaction of business. The Secretary of the meeting will also file the report of the scrutineer with the minutes of this meeting. I request that the scrutineer launched the electronic ballots to the registered holders of common shares and duly appointed proxy holders. The polls are now open, and at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers and wish to vote will be able to see on the screen all motions being brought forward at this meeting. If you have already registered your vote in one of the manners specified in the management information circular, you do not need to vote by electronic ballot at this meeting unless you wish to change your vote. The next item of business is the presentation to the meeting of the consolidated financial statements of Capital Power for the year ended December 31, 2025, and the report of the auditor thereon. The integrated annual report of the company, which contains the consolidated financial statements, together with the report of the auditor thereon, and the company's business report was mailed to each shareholder who requested a copy. The integrated annual report is also available on the company's website and on SEDAR+. On behalf of the directors, I now place before the meeting the consolidated financial statements and auditor's report thereon for the year ended December 31, 2025. Are there any questions on the consolidated financial statements?

Chair, there are no questions at this time.

Thank you. As there are no questions, I declare that the consolidated financial statements and the auditor's report have been received. The next item of business is the election of directors. In accordance with the bylaws of the company and pursuant to a resolution of the Board of Directors, a total of 10 directors will be elected at today's meeting by the holders of common shares. Information regarding the nominees being proposed for election is set out in the management proxy circular. As of 1:00 p.m. Friday, April 24, 2026, which was the deadline for the receipt of proxies, management had received proxies for 79,658,970 common shares within excess of 98.7% of shares represented by proxy voting in favor of each of management's nominees to the Board of Directors named in the management proxy circular. We will now proceed with the nomination and election of the 10 directors to be elected by holders of common shares. Only registered holders of common shares or their duly appointed proxy holders are entitled to nominate and vote for the election of these directors. Avik Dey, may I ask you for a nomination of each of the 10 directors to be elected by holders of common shares?

Chair, on behalf of the Board of Directors, I nominate each of the following 10 persons as named in the management proxy circular for election as directors to hold office until the close of the next annual meeting, until their successors are duly elected or appointed: Jill Gardiner, Gary Bosgoed, Avik Dey, Carolyn Graham, Kelly Huntington, Barry Perry, Jane Peverett, Neil Smith, Keith Trent and George Williams.

Thank you, Avik. Pauline McLean, would you please second the nominations?

Chair, I second the nominations.

Thank you, Pauline. In the absence of the receipt of notice of any further nominations in accordance with bylaw #3 of the company, I declare the nominations closed. Have we received any questions on this matter?

Chair, there are no questions at this time.

Thank you. As there are no questions received, we will now proceed with the election of the nominated directors. The election of directors will proceed by way of electronic ballot. Votes will be cast in favor of or against each nominated director individually. The votes cast in favor of the election of a director nominee must represent a majority of the common shares voted at the meeting. If the number of shares voted against equals or exceeds the number of shares voted in favor of the director, then the director shall not be elected. In the event that an incumbent director nominee is not elected, they may be permitted to remain as a director until the earlier of 90 days after the date of the election or the date on which their successor is elected or appointed. Only registered holders of common shares or their duly appointed proxy holders are entitled to vote on the election of these director nominees. Any shareholders present virtually may have already filed their proxies. Unless they wish to withdraw their proxy, these shareholders should not complete the electronic ballot and their shares will be voted in accordance with the instructions contained in the proxies granted to their proxy holders. If you have not already submitted a proxy, please mark your electronic ballots in the vote tab. To cast your vote, select for or against. We will pause to give you time to vote. [Voting]

The scrutineer will review the electronic ballots and prepare the final scrutineer's report reflecting the results of the proxies and ballots. A report on the voting results will be filed on SEDAR+ after the meeting. In addition, we will publish the results of this matter in next year's management proxy circular. Next on the agenda is the appointment of the auditor. Management has received proxies representing 79,658,970 common shares within excess of 99.72% of shares represented by proxy voting in favor of the auditors named in the management proxy circular. Pauline McLean, may I have a motion to appoint the auditor of the company?

Chair, I move that KPMG LLP Chartered Accountants, be appointed auditor of the company to hold office until the close of the next Annual Meeting of Shareholders with compensation to be fixed by the Board on the recommendation of the Audit Committee.

Thank you, Pauline. Avik De, will you second the motion?

Chair, I second the motion.

Thank you, Avik. Have we received any questions on this matter?

Chair, there are no questions at this time.

Thank you. As no questions have been submitted on this matter, we will now proceed with the vote. If you have not already submitted a proxy, please mark your electronic ballot. Cast your vote, click for or withhold. We will pause to enable voting. [Voting]

Next on the agenda is the advisory vote on executive compensation, also known as the shareholder say on pay. Capital Power Corporation conducts an annual advisory shareholder say on pay vote. Management has received proxies representing 79,658,970 common shares within excess of 98.2% of the shares represented by proxy voting in favor of the advisory vote on executive compensation. As Capital Power's approach to executive compensation has been disclosed in the management proxy circular, I do not propose to reiterate the details now. Avik Dey, may I have a motion regarding this matter?

Chair, I move that it be resolved on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in Capital Power's management proxy circular delivered before its 2026 Annual Meeting of Shareholders.

Thank you, Avik. Pauline McLean, will you second the motion?

Chair, I second the motion.

Thank you, Pauline. Have we received any questions on this matter?

Chair, there are no questions at this time.

Thank you. As no questions have been submitted on this matter, we will now proceed with the vote. If you have not already submitted a proxy, please mark your electronic ballot. To cast your vote, click for or against. We will pause to give you time to vote. [Voting]

That now completes the formal business of the meeting. Accordingly, the electronic balloting will close in 30 seconds. Once the polls close, the voting page will disappear and your votes will automatically be submitted. [Voting]

The polls are now closed. I request that the scrutineer review the electronic ballots and tabulate the votes. I will now declare the preliminary results of voting. A report on the final voting results will be filed on SEDAR+ after the meeting. With respect to the election of directors, each nominee has received a majority of the votes cast at this meeting. Accordingly, I declare that each nominee is duly elected as director of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed. On the matter of appointment of an auditor, I declare that the motion is carried and KPMG LLP is appointed auditor of the company to hold office until the close of the next Annual Meeting of Shareholders. On the matter of the advisory vote on executive compensation, I declare that the motion is carried. Unless there are any questions from shareholders or their duly appointed proxy holders, that now concludes the formal business of the meeting.

Chair, I move that the formal portion of the meeting be terminated.

Thank you, Avik. Pauline McLean, will you please second the motion?

Chair, I second the motion.

Thank you, Pauline. The motion is carried, and I declare the formal portion of today's meeting terminated. We will now address questions relating to the business of the corporation with responses from the CEO, the Chief Legal Officer and the Vice President, Investor Relations and investment partnerships. To ask a question, please type it into the Q&A tab virtual interface. We will address as many questions as time permits. Thank you for your participation.

Chair, there is a question. [indiscernible] Sadana is asking a question on behalf of shares Canadian Institutional Investor Clients. In its 2025 integrated annual report, Capital Power acknowledges that climate change, along with reliability and affordability will continue to be primary themes driving the industry, and physical risks can disrupt operations and supply chains and affect reliability and market prices. [indiscernible] this out of 17 of your's self-identified peers, Capital Power is 1 of only 3 companies with no emissions reduction targets. Thank you for your staff agreeing to meet with us following the AGM. My question today for the Board is directed to the Chair of the HS&E Committee, Gary Bosgoed. Other power producer peers face the same demand growth yet maintain net zero emission commitments while expanding. Why is Capital Power's situation unique and not compatible with emissions reduction targets? When you retired your previous targets, what analysis did the Board review to confirm all risks are being evaluated and managed?

Thank you, Roy. As this question does not pertain to the business of the meeting, Avik Dey, President and CEO, will respond. I would point out that our HS&E Chair, Gary Bosgoed, has reviewed and agrees with management's response to the question.

Capital Power is working to meet the growing demand for reliable and affordable power while tackling the urgent challenge of climate change by delivering grid-critical capacity, pursuing lower carbon power solutions and making strategic investments to optimize our existing power generation assets. Management works closely with the Capital Power Board who provides ongoing oversight and leadership to the executive team on climate and ESG-related matters. The Board also has an ongoing role in the development and approval of Capital Power strategy. When management reassessed our targets in late 2024, in light of our evolving strategy, we conducted a thorough review of our pathway to net zero by 2045. The pathway in our targets reflected the information and assumptions available at the time they were set. However, subsequent events, including shifts in market conditions, technology and the broader regulatory landscape required us to reassess the feasibility of the target. Based on the ambitious nature of the target and the timing within which it would need to be delivered, we determined this was not something we could commit to. The carbon capture and storage project at Genesee formed a critical component of meeting our net zero target. And the cancellation of this project factored prominently into our decision to retire both our interim and net zero targets. Capital Power continues to believe in the technical viability of carbon capture technology. However, the Genesee project was discontinued due to lack of economic feasibility at the time. With that said, Capital Power is well positioned to continue supporting the lower carbon transition. Projects that demonstrate our ongoing commitment to decarbonization include completion of the Genesee repowering in 2024, reducing Scope 1 CO2 emissions by 3.4 MT annually, getting Capital Power and Alberta off coal, development of approximately 1.5 gigawatts of renewable capacity across Canada and the U.S. with approximately 180 megawatts currently under construction. Successful completion of 170 megawatts of utility scale battery storage to enhance grid reliability in Ontario, continued partnership with Ontario Power Generation to explore small modular nuclear reactors in Alberta and evaluation of carbon capture and storage opportunities beyond Alberta, including in Michigan and California. Capital Power remains committed to responsible emissions management, balanced with reliability and affordability.

Thank you, Avik. We received any other questions?

Chair, there are no questions.

Okay. All questions asked and answered during the meeting will be posted to our website following the meeting. We have now completed the meeting for today.

You may now disconnect.