Atlantic Power Preferred Equity Ltd. — Proxy Solicitation & Information Statement 2021

Mar 2, 2021

Fold

==> picture [36 x 239] intentionally omitted <==

ATLANTIC POWER CORPORATION

==> picture [97 x 18] intentionally omitted <==

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Fold

Voting Instruction Form (VIF) - Special Meeting to be held on April 7, 2021

This VIF is solicited by and on behalf of the Board of Directors.

Notes

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this VIF. If you are voting on behalf of a corporation or another individual you must sign this VIF with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this VIF.

3. This VIF should be signed in the exact manner as the name(s) appear(s) on the VIF.

4. If this VIF is not dated, it will be deemed to bear the date on which it is mailed to the holder.

5. The securities represented by this VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by the Board of Directors.

6. The securities represented by this VIF will be voted in favour, withheld or abstained from voting, or voted against, in each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This VIF confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors presently knows of no matters to come before the meeting other than the matters identified in the Notice of Meeting.

8. This VIF should be read in conjunction with the accompanying documentation provided by Management and the Board of Directors.

VIFs submitted must be received by 10:00 a.m., Eastern Daylight Time, on April 5, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

==> picture [25 x 32] intentionally omitted <==

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

• 1-866-732-VOTE (8683) Toll Free

==> picture [35 x 32] intentionally omitted <==

To Vote Using the Internet

• Go to the following web site: www.investorvote.com

• Smartphone? Scan the QR code to vote now.

==> picture [43 x 43] intentionally omitted <==

==> picture [31 x 31] intentionally omitted <==

To Virtually Attend the Meeting

• You can attend the meeting virtually by visiting the URL provided on the back of this VIF.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01P0DC

==> picture [155 x 34] intentionally omitted <==

Appointment of Proxyholder

I/We, being holder(s) of Atlantic Power Corporation (the “Corporation”) hereby appoint: James J. Moore, Jr., President and Chief Executive Officer of the Corporation, and, failing him, Terrence Ronan, Executive Vice President and Chief Financial Officer of the Corporation

OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

Note: If completing the appointment box above YOU MUST go to https://www.computershare.com/AtlanticPower prior to the meeting and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given in respect of any matter, as recommended by the Board of Directors) and all other matters that may properly come before the Special Meeting of common shareholders of Atlantic Power Corporation to be held virtually at https://web.lumiagm.com/422322246 on Wednesday, April 7, 2021 at 10:00 a.m. (Eastern Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS OF THE BOARD OF DIRECTORS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against 1. Arrangement Resolution To consider, pursuant to an interim order of the Supreme Court of British Columbia, and if deemed advisable, to pass, with or without variation, a Fold special resolution of common shareholders (the “ Arrangement Resolution ”) to approve an arrangement (the “ Arrangement ”) in accordance with Division 5 of Part 9 of the Business Corporations Act (British Columbia) pursuant to the Arrangement Agreement dated as of January 14, 2021, by and among Atlantic Power Corporation (the “ Corporation ”), Atlantic Power Preferred Equity Ltd., Atlantic Power Limited Partnership, Tidal Power Holdings Limited and Tidal Power Aggregator, L.P., to effect among other things, the acquisition by Tidal Power Holdings Limited of all of the outstanding common shares in the capital of the Corporation in exchange for US$3.03 in cash (less any applicable withholding taxes) per common share. For Against 2. NEO Arrangement-Related Compensation Proposal To consider and vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Corporation’s named executive officers in connection with the Arrangement. For Against

3. Adjournment Proposal

To approve the adjournment of the special meeting of common shareholders of the Corporation, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Arrangement Resolution.

Fold

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by the Board of Directors.

Signature(s)	Signature(s)	Date
		**MM **	/	**DD **	/	YY

A T P Q

A R 0

3 1 2 5 7 5

01P0EC