Addendum to Notice of Annual Meeting of Shareholders and Management Proxy Circular

Dear shareholders,

The Board of Directors of Boralex Inc. ("Boralex" or the "Corporation") decided to hold its upcoming annual meeting of shareholders (the "Meeting") at 11:00 a.m. (Eastern Daylight Time) on Wednesday, May 6, 2020 in a virtual only format whereby shareholders may attend and participate in the Meeting via live audio webcast.

The meeting was previously scheduled to be held at our offices in Montreal, Québec, as indicated in the management proxy circular (the "Circular") appended to this Addendum. Out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, Boralex will now hold its Meeting in a virtual only format, which will be conducted via live audio webcast. All shareholders, regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors of the Corporation and management as well as other shareholders. Shareholders will no longer be able to attend the Meeting in person.

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, online at https://web.lumiagm.com/242953600. Non-registered shareholders (being shareholders who hold their Boralex shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.

The following questions and answers provide guidance on how to exercise the voting rights attached to your shares and attend the virtual Meeting. The following questions and answers replace and supersede the section entitled "1.1 – Voting Information" of the Circular.

Who can vote?

The record date for determining holders of Class A shares entitled to receive notice of and to vote at the Meeting is the close of business on March 9, 2020 (the "Record Date"). Shareholders who are registered as at the Record Date will be entitled to vote at the Meeting, either online at the Meeting or by proxy. Each Class A share carries the right to one vote.

What will I be voting on?

You will be voting on (I) the election of directors of the Corporation, (ii) the appointment of Pricewaterhouse-Coopers LLP/s.r.l/S.E.N.C.R.L. as the independent auditor of the Corporation, to hold office until the next annual meeting of shareholders at such compensation as may be fixed by the directors of the Corporation and iii) a non-binding advisory resolution accepting the Corporation's executive compensation approach. The Corporation's Board of Directors and management recommend that shareholders vote FOR items (i), (ii) and (iii).

In addition, you may be asked to vote in respect of any other matter which may properly come before the Meeting. As of the date of the Circular, management is not aware of any such other matters.

How will these matters be decided at the Meeting?

A simple majority of the votes cast, online at the Meeting or by proxy, will constitute approval of matters voted on at the Meeting, except as otherwise specified.

Who is soliciting my proxy?

Management of the Corporation is soliciting your proxy for use at the Meeting. The solicitation is being made by mail and the cost will be borne by the Corporation.

How can I contact the transfer agent?

You can contact the transfer agent either by mail at Computershare Investor Services Inc., 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1, by telephone at 1-800-564-6253, by fax at 1-888-453-0330 or by e-mail at [email protected].

How do I vote?

If you are eligible to vote and your Class A shares are registered in your name (which makes you a "Registered Shareholder"), you can vote your Class A shares online at the Meeting or by proxy. Please see the instructions below under "How do I vote if I am a Registered Shareholder?"

If your Class A shares are held in the name of a nominee, such as a trustee, a financial institution or a securities dealer (which makes you a "Non-Registered Shareholder"), please see the instructions below under "How do I vote if I am a Non-Registered Shareholder?"

How do I vote if I am a Registered Shareholder?

You are a Registered Shareholder if your name appears on your share certificate.

1. Voting online at the Meeting

At the Meeting, registered shareholders may vote by completing a ballot online, as further described below under "How to Attend the Virtual Only Meeting". If you wish to vote online at the Meeting, you do not need to complete or return the form of proxy.

2. Voting by proxy

How can I send my form of proxy?

You can either return a duly completed and executed form of proxy to the transfer agent and registrar for the Corporation's Class A shares, Computershare Investor Services Inc. ("Computershare"), in the envelope provided, or you can vote over the Internet or by phone by following the instructions on the form of proxy.

What is the deadline for receiving the form of proxy?

The deadline for receiving duly completed forms of proxy or a vote over the Internet or by phone is 5:00 p.m. (Eastern Daylight Time) on May 4, 2020, or if the Meeting is adjourned, by no later than 5:00 p.m. (Eastern Daylight Time) on the business day prior to the day fixed for the adjourned or postponed meeting.

How will my Class A shares be voted if I give my proxy?

For secret ballots or a show of hands, your Class A shares will be voted or withheld from voting in accordance with your instructions indicated on the proxy. If no instructions are indicated, your Class A shares represented by proxies in favour of the directors and officers of the Corporation will be voted FOR the election of each of management's nominees as directors, FOR the appointment of PricewaterhouseCoopers LLP/s.r.l./S.E.N.C.R.L. as independent auditor so that it can exercise its mandate until the next annual shareholders' meeting for compensation which will be determined by the Corporation's directors and FOR approval of the non-binding advisory resolution accepting the Corporation's executive compensation approach.

Should any nominee named herein for election as a director become unable to accept nomination for election, it is intended that the person acting under proxy in favour of management will vote for the election in his or her stead for such other person as management of the Corporation may recommend. Management has no reason to believe that any of the nominees for election as directors will be unable to serve if elected and management is not aware of any amendment or other business likely to be brought before the Meeting

If I change my mind, how can I revoke my proxy?

You may revoke any proxy that you have given. In addition to revocation in any other manner permitted by law, you may revoke the proxy by preparing a written statement, signed by you or your attorney, or if the proxy is given on behalf of a legal person, by anyone authorized to represent it at the Meeting, and depositing such written revocation statement at the office of Computershare Investor Services Inc. at 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1 or by fax at 1-866-249-7775 at any time up to and including 5:00 p.m. (Eastern Daylight Time) on the last business day preceding the day of the Meeting. In addition, if you have followed the process set out below for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy.

How do I vote if I am a Non-Registered Shareholder?

If your Class A shares are not registered in your name and are held in the name of a nominee such as a trustee, financial institution or securities dealer, you are a "Non-Registered Shareholder". If your Class A shares are listed in an account statement provided to you by your dealer, such Class A shares will, in all likelihood, not be registered in your name. Such Class A shares will more likely be registered under the name of your broker or an agent of that broker. Without specific instructions, Canadian brokers and their agents or nominees are prohibited from voting shares for the broker's client. If you are a Non-Registered Shareholder, there are two ways (listed below) that you can vote your Class A shares:

1. Giving your voting instructions

Applicable securities laws require your nominee to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive or have already received from your nominee a request for voting instructions for the number of Class A shares you hold. Every nominee has its own mailing procedures and provides its own signature and return instructions, which should be carefully followed by Non-Registered Shareholders to ensure that their Class A shares are voted at the Meeting.

2. Voting online at the Meeting

If you are a Non-Registered Shareholder and wish to attend, participate or vote at the Meeting, you MUST insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below under "How do I appoint a third party proxyholder?" By doing so, you are instructing your intermediary to appoint you as its proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.

Non-Registered Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to attend the Meeting as guests. This is because the Corporation and our transfer agent, Computershare, do not have a record of the Non-Registered Shareholders of the Corporation, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.

How do I appoint a third party proxyholder?

The following applies to shareholders who wish to appoint a person (a "third party proxyholder") other than the management nominees identified in the form of proxy or voting instruction form as proxyholder, including non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Shareholders who wish to appoint a third party proxyholder to attend and participate at the Meeting as their proxyholder and vote their Class A shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a 15-digit Control Number that is required to vote at the Meeting and only being able to attend as a guest.

• Step 1: Submit your form of proxy or voting instruction form: To appoint a third party proxyholder, insert that person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

• Step 2: Register your proxyholder: To register a third party proxyholder, shareholders must visit http://www.computershare.com/BLXQ by no later than 5:00 p.m. (Eastern Daylight Time) on May 4, 2020 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a 15-digit Control Number via email. Without a 15-digit Control Number, proxyholders will not be able to vote at the Meeting but will be able to participate as a guest.

How do I attend the virtual Meeting?

Attending the Meeting online enables Registered Shareholders and duly appointed proxyholders who were given a control number to participate at the Meeting, ask questions and vote, all in real time. Registered Shareholders and duly appointed third party proxyholders who were given a control number can vote at the appropriate times during the Meeting. Guests, including Non-Registered Shareholders who have not duly appointed a third party proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote.

Log in online at https://web.lumiagm.com/242953600. We recommend that you log in at least one hour before the Meeting starts;
Click "Login" and then enter your 15-digit Control Number and Password "boralex2020" (case sensitive); OR
Click "Guest" and then complete the online form.

Registered Shareholders: The 15-digit Control Number located on the form of proxy or in the email notification you received is your 15-digit Control Number.

Duly appointed proxyholders: Computershare will provide the proxyholder with a 15-digit Control Number by email after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in "How to Appoint a Proxyholder" above.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

United States Non-Registered Shareholders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to Computershare either by mail at Computershare Investor Services Inc., 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1 or by email at [email protected].

Requests for registration must be labeled as "Legal Proxy" and be received no later than May 4, 2020 by 5:00 p.m. (Eastern Daylight Time). You will receive a confirmation of your registration by email after Computershare receives your registration materials. You may attend the Meeting and vote your shares at https://web.lumiagm.com/242953600 during the Meeting. Please note that you are required to register your appointment at http://www.computershare.com/BLXQ.

For further information, please contact:

Pascal Hurtubise Vice President, Chief Legal Officer and Corporate Secretary 514 284-9890 [email protected]

LEVERAGING OUR STRENGTHS

NOTICE

of Annual Meeting of Shareholders

Management proxy CIRCULAR 2019

LEVERAGING OUR STRENGTHS

Building on the strengths that have driven Boralex's success from the very beginning, we have developed a strategic plan that will allow us to take full advantage of the opportunities created by the global energy transition. By combining the strengths and best practices of our workforces in Europe and North America, Boralex will optimize its assets and actively pursue its development, thereby strengthening its position as a major player in the clean energy sector.

ONE STRATEGIC PLAN, FOUR MAIN DIRECTIONS

GROWTH

Continue development activities in the European and North American markets where we are already active and which offer high growth potential in renewable energy.

DIVERSIFICATION

Strengthen our presence in the solar power sector and participate in developing the energy storage market.

CUSTOMERS

Adopt new business models to sell energy directly to electricityconsuming corporations and deliver complementary services.

OPTIMIZATION

Maximize synergies, optimize costs within the company and diversify our sources of financing.

General Information

BUSINESS OFFICES

Montréal, Québec Canada H3A 0A8 Telephone: 514-284-9890 Fax: 514-284-9895

900 de Maisonneuve Boulevard West

HEAD OFFICE

Boralex Inc. 36 Lajeunesse Street Kingsey Falls (Québec) Canada J0A 1B0 Telephone: 819-363-6363 Fax: 819-363-6399 [email protected]

606-1155 Robson Street Vancouver, British Columbia Canada V6E 1B5 Telephone: 1-855-604-6403

201-174 Mill Street Milton, Ontario Canada L9T 1S2 Telephone: 819-363-6430 | 1-844-363-6430

Sky 56 18, rue Mouton Duvernet 69003 Lyon France Telephone: 33 (0)4 78 92 68 70 Fax: 33 (0)4 78 42 03 44

99, La Canebière CS 60526 13 205 Marseille Cedex 01 France Telephone: 33 (0)4 91 01 64 40 Fax: 33 (0)4 91 01 64 46

WEBSITE AND SOCIAL MEDIA

www.boralex.com

@BoralexInc @boralexfr

CANADA UNITED STATES

39 Hudson Falls Street South Glens Falls New York 12803 United States Telephone: 518-747-0930 Fax: 518-747-2409

FRANCE UNITED KINGDOM

52 Grosvenor Gardens Terminal House, Room 501 London SW1W 0AU United Kingdom Telephone: 44 (0) 20 7596 1206

24th floor

71, rue Jean-Jaurès 62 575 Blendecques France Telephone: 33 (0)3 21 88 07 27 Fax: 33 (0)3 21 88 93 92

8, rue Anatole France 59 000 Lille France Telephone: 33 (0)3 28 36 54 95 Fax: 33 (0)3 28 36 54 96

Notice of Annual Meeting of Shareholders

Notice is hereby given that the annual meeting (the "Meeting") of the shareholders of Boralex Inc. (the "Corporation") will be held at 11:00 a.m. (Eastern Daylight Time) on Wednesday, May 6, 2020 at 900 de Maisonneuve Blvd. West, 8th Floor, Montreal, Quebec, for the following purposes:

1. to receive the consolidated financial statements of the Corporation for the financial year ended December 31, 2019, and the independent auditor's report thereon;
1. to elect the directors of the Corporation;
1. to appoint the independent auditor of the Corporation;
1. to adopt a non-binding advisory resolution, the complete text of which is reproduced on page 9 of the Proxy Circular, accepting the Corporation's executive compensation approach; and
1. to transact any other business which may properly come before the Meeting or any adjournment thereof.

The accompanying Proxy Circular (the "Circular") provides additional information on the matters which will be transacted at the Meeting. Registered shareholders at the close of business on March 9, 2020 will be entitled to vote at the Meeting.

Shareholders who are unable to attend the Meeting and vote in person, kindly complete, sign and return the enclosed proxy. The attached Circular and proxy form contain instructions on how to complete and return your proxy. To be valid, proxies must be received by the Corporation's transfer agent and registrar, Computershare Investor Services Inc., no later than 5:00 p.m. (Eastern Daylight Time) on May 4, 2020, or, if the Meeting is adjourned, no later than 5:00 p.m. (Eastern Daylight Time) on the business day prior to the day fixed for the adjourned or postponed meeting.

By Order of the Board of Directors,

(s) Pascal Hurtubise

Pascal Hurtubise Vice President, Chief Legal Officer and Corporate Secretary

Montreal, Quebec March 12, 2020

Letter to shareholders

On behalf of the Board of Directors, management and employees of Boralex, we look forward to welcoming you to the annual meeting of shareholders on Wednesday, May 6, 2020 at 900 de Maisonneuve Blvd. W., 8th Floor, Montreal, Quebec.

This management proxy circular (the "Circular") outlines the issues to be dealt with at the Meeting and provides information on the compensation of Boralex's executive officers and on its governance practices. At the Meeting, members of Boralex's executive officers will discuss the highlights of 2019 and talk about our plans for the future.

If you are unable to attend the meeting in person, please fill out and return the attached proxy or voting instruction form in the envelope provided for that purpose. You may also vote on-line by following the instructions on the attached forms.

In addition, we would like to take this opportunity to express, on behalf of Boralex, our sincere gratitude to Mr. Alain Ducharme for his contribution to the Board of Directors. Mr. Ducharme has informed us of his desire not to stand for re-election and will therefore be stepping down from the Board of Directors at the end of his term after serving for 9 years.

Lastly, we ask you to read our annual report and this circular and exercise the voting rights attached to your shares represented by your proxy.

We look forward to seeing you at the meeting and we thank you for your confidence in and support of Boralex.

(s) Alain Rhéaume

Alain Rhéaume Chair of the Board of Directors

(s) Patrick Lemaire

Patrick Lemaire President and Chief Executive Officer

	Notice of Annual Meeting of Shareholders 1
	Letter to shareholders2
	Management Proxy Circular 3
	Vote and proxies4
1.1	Voting Information 4
1.2	Voting Securities and Principal Holders 6
	Business of the Meeting 7
2.1	Presentation of Financial Statements 7
2.2	Election of Directors 7
2.3	Appointment of Independent Auditor 8
2.4	Non-binding advisory vote on the Corporation's approach to executive compensation 9
	Information on Nominees for Election as Directors 10
	Compensation of Board Members 16
4.1	Reference Group 16
4.2	Compensation Levels 17
4.3	Deferred Share Unit Plan18
4.4	Shareholding Requirement 18
4.5	Summary Table of Director Compensation19
4.6	Share-based Awards 20
	Statement of Executive Compensation 21
5.1	Governance of Compensation 21
5.2	Compensation Discussion and Analysis 25
5.3	Summary Compensation Table 33
5.4	Incentive Plan Awards 35
5.5	Group Retirement Savings Plan 39
5.6	Termination and Change of Control Benefits39
5.7	Policy respecting the recovery of compensation paid to executives 42
	Statement of Corporate Governance Practices 43
6.1	Board of Directors43
6.2	Ethical business conduct 46
6.3	Selection of directors 47
6.4	Orientation and continuing education 51
6.5	Assessment of Board performance51
	Other Information 52
7.1	Loans to Directors and Executive Officers52
7.2	Interest of Informed Persons in Material Transactions52
7.3	Shareholder Proposals 52
7.4	Liability Insurance for Directors and Officers 52
7.5	Additional Information52
7.6	Approval of the Proxy Circular52
	Schedule A – Board's Written Mandate 53
	Schedule B – Description of the responsibilities of the chairs of Board committees55
	Schedule C – Description of the responsibilities of the Chair of the Board56
	Schedule D – Description of the responsibilities of the President and Chief Executive Officer57

Vote and proxies

1.1 Voting Information

The following questions and answers provide guidance on how to exercise the voting rights attached to your shares.

Who can vote?

The record date for determining holders of Class A shares entitled to receive notice of and to vote at the Meeting is the close of business on March 9, 2020 (the "Record Date"). Shareholders who are registered as at the Record Date will be entitled to vote at the Meeting, either in person or by proxy. Each Class A share carries the right to one vote.

What will I be voting on?

In addition, you may be asked to vote in respect of any other matter which may properly come before the Meeting. As of the date of the Circular, management is not aware of any such other matters.

How will these matters be decided at the Meeting?

A simple majority of the votes cast, in person or by proxy, will constitute approval of matters voted on at the Meeting, except as otherwise specified.

Who is soliciting my proxy?

Management of the Corporation is soliciting your proxy for use at the Meeting. The solicitation is being made by mail and the cost will be borne by the Corporation.

How can I contact the transfer agent?

How do I vote?

If you are eligible to vote and your Class A shares are registered in your name (which makes you a "Registered Shareholder"), you can vote your Class A shares in person at the Meeting or by proxy. Please see the instructions below under "How do I vote if I am a Registered Shareholder?"

How do I vote if I am a Registered Shareholder?

You are a Registered Shareholder if your name appears on your share certificate.

1. Voting in person

If you wish to vote in person, you may present yourself to a representative of Computershare Investor Services Inc. at the registration table at the Meeting. If you wish to vote in person at the Meeting, you do not need to complete or return the form of proxy.

2. Voting by proxy

You may appoint someone else to vote for you as your proxy holder by using the enclosed form of proxy. The persons named as proxies in such form of proxy are directors or officers of the Corporation. However, you have the right to appoint any other person (who need not be a shareholder) to attend and act on your behalf at the Meeting. That right may be exercised by writing the name of such person in the blank space provided in the form of proxy and by striking out the names of the proposed directors or officers. Make sure that the person you appoint is aware that he or she is appointed and attends the Meeting. Proxy holders should speak to a representative of Computershare Investor Services Inc. upon arriving at the Meeting.

How can I send my form of proxy?

You can either return a duly completed and executed form of proxy to the transfer agent and registrar for the Corporation's Class A shares, Computershare Investor Services Inc., in the envelope provided, or you can vote over the Internet or by phone by following the instructions on the form of proxy.

What is the deadline for receiving the form of proxy?

How will my Class A shares be voted if I give my proxy?

For secret ballots or a show of hands, your Class A shares will be voted or withheld from voting in accordance with your instructions indicated on the proxy. If no instructions are indicated, your Class A shares represented by proxies in favour of the directors and officers of the Corporation will be voted FOR the election of each of management's nominees as directors, FOR the appointment of PricewaterhouseCoopers LLP/s.r.l./S.E.N.C.R.L. as independent auditor so that it can exercise its mandate until the next annual shareholders' meeting for compensation which will be determined by the Corporation's directors and FOR approval of the nonbinding advisory resolution accepting the Corporation's executive compensation approach.

If I change my mind, how can I revoke my proxy?

You may revoke any proxy that you have given. In addition to revocation in any other manner permitted by law, you may revoke the proxy by preparing a written statement, signed by you or your attorney, or if the proxy is given on behalf of a legal person, by anyone authorized to represent it at the Meeting, and depositing such written revocation statement at the office of Computershare Investor Services Inc. at 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1 or by fax at 1-866-249-7775 at any time up to and including 5:00 p.m. (Eastern Daylight Time) on the last business day preceding the day of the Meeting or with the chair of the Meeting on the day of the Meeting.

How do I vote if I am a Non-Registered Shareholder?

1. Giving your voting instructions

2. Voting in person

If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions provided by your nominee to appoint yourself as proxy holder and follow the signature and return instructions of your nominee. Non-Registered Shareholders who appoint themselves as proxy holders should present themselves at the Meeting to a representative of Computershare Investor Services Inc. Do not otherwise complete the request for voting instructions sent to you as you will be voting at the Meeting.

1.2 Voting Securities and Principal Holders

The Corporation is authorized to issue an unlimited number of Class A shares and an unlimited number of preferred shares. As at March 8, 2020, 96,464,691 Class A shares and no preferred shares were outstanding. Class A shares are the only voting securities of the Corporation and each share entitles its holder to one vote.

To the knowledge of the Corporation's directors or executive officers, as at March 8, 2020 only the following person beneficially owned, or controlled or directed, directly or indirectly, more than 10% of any class or series of the outstanding voting securities of the Corporation.

	Percentage of the
	outstanding Class
Class A shares	A shares

17,715,999	18.4%
	Number of

Business of the Meeting

2.1 Presentation of Financial Statements

The consolidated financial statements for the year ended December 31, 2019, and the independent auditor's report of these financial statements will be presented to the shareholders at the time of the Meeting but the approval of shareholders is not required. These documents are included in the Corporation's 2019 Annual Report, which was mailed with this Circular to those registered shareholders and beneficial holders who have requested it.

2.2 Election of Directors

According to the Articles of the Corporation, the Board of Directors of the Corporation must be composed of a maximum of twenty (20) directors (the "Board" or "Board of Directors"). The term of office of each current member expires at the end of the Meeting. In 2019, the Corporation's Board of Directors had eleven (11) directors.

Mr. Alain Ducharme having notified the Board that he does not intend to stand for re-election as a director, the Board has established the number of directors at ten (10) for the coming year. All proposed directors currently serve on Boralex's Board of Directors. For more information about each nominee, see Part 3 "Information on Nominees for Election as Directors".

You will be electing the 10 members who will comprise the Board of Directors

In the absence of an express request for abstention, the persons designated in the accompanying form of proxy or voting instruction form intend to vote IN FAVOUR OF the election of each of the nominees. If, prior to the Meeting, any of the listed nominees would be unable to serve, the persons designated in the accompanying form of proxy or voting instruction form reserve the right to vote for another nominee at their discretion.

Majority Vote Policy

The Board of Directors adopted a majority vote policy which forms part of the Governance Manual, available on the Corporation's web site at www.boralex.com under Investors. Under this policy, if, in an uncontested election, a nominee standing for election as a director receives a greater number of abstentions than votes in favor of his or her election, he or she will be considered as not having received the support of shareholders, even if he or she was legally elected, and he or she will submit his or her resignation without delay. The Nominating and Corporate Governance Committee will consider the resignation and the circumstances surrounding it and recommend to the Board whether to accept resignation, unless it considers that exceptional circumstances justify the recommendation of the committee to reject the resignation. The Board will have 90 days following the meeting to publish a press release announcing its decision. The Board may or may not (until the next annual meeting of shareholders) fill the vacancy on the Board resulting from the resignation. A director who resigns under this policy will not participate in the deliberations of the Nominating and Corporate Governance Committee or of Board in relation to his or her resignation.

2.3 Appointment of Independent Auditor

The Board of Directors and the Audit Committee recommend the appointment of Pricewaterhouse-Coopers LLP/s.r.l./S.E.N.C.R.L. as independent auditor of the Corporation to exercise its mandate until the next annual shareholders' meeting.

PricewaterhouseCoopers LLP/s.r.l./S.E.N.C.R.L. has been the independent auditor of the Corporation for more than five years. In the absence of a specific request for abstention, the persons named in the proxy form or enclosed voting instruction form intend to vote IN FAVOUR OF the re-appointment of PricewaterhouseCoopers LLP/s.r.l./S.E.N.C.R.L. chartered professional accountants, as independent auditor of the Corporation until the next annual shareholders' meeting, for a remuneration to be determined by the directors of the Corporation.

Approval Policy of the Audit Committee

The Audit Committee has implemented a policy regarding the independence of the external auditor, which governs all aspects of Boralex's relationship with its external auditor, including pre-approval of all services provided by its external auditor. At the beginning of each year, Boralex's Vice President and Chief Financial Officer and the external auditor jointly submit to the Audit Committee the list of audit services, audit-related services, tax services and services other than auditing that are subject to the general preapproval for the following financial year. The Audit Committee reviews and, if it deems advisable, approves the list of proposed services.

If, after the annual general approval, the Corporation considers it necessary for the external auditor to perform an additional service, a request must be submitted at the next regular meeting of the Audit Committee in order to obtain specific prior approval.

Fees of the Independent Auditor

The following table lists the fees invoiced by PricewaterhouseCoopers LLP/s.r.l./S.E.N.C.R.L. over the last two financial years ended December 31st , in Canadian dollars, for various services rendered to the Corporation and its subsidiaries:

(in Canadian dollars)	2019	2018
Audit fees1	\$693,250	\$877,640
Audit-related fees2	\$724,650	\$785,125
Tax fees3	__	__
Other fees4	__	\$137,000
Total	\$1,414,900	\$1,799,765

1 Audit fees are all fees related to the professional services provided to audit the annual financial statements. They also include services provided by the auditors regarding other document filings provided by law and regulation or services provided related to financial statements, including the review of consolidated interim financial statements.

2 Audit-related fees were paid for professional services related to the audit of the financial statements of the Corporation's subsidiaries, where required, to the preparation of specific reports on procedures and other review engagements unrelated to the Corporation's consolidated financial statements.
3 Tax fees were paid in consideration of professional services rendered regarding income tax.
4 Other fees were paid for translation and consulting services and services related to the auditor's participation in investment documents, where applicable.

You will be appointing the independent auditor.

2.4 Non-binding advisory vote on the Corporation's approach to executive compensation

The purpose of the advisory vote on executive compensation is to enable shareholders to give their opinion during each annual meeting on the Corporation's approach to the compensation of its executive officers disclosed in the section entitled "Statement of Executive Compensation" in this Circular. At the 2018 annual meeting, the shareholders' annual advisory vote on the compensation held by the Corporation received a high rate of approval, 98.76% of the vote cast were in favor of the Corporation's approach to executive compensation.

As a shareholder, you will be asked to vote on the following non-binding advisory resolution:

"BE IT RESOLVED, in an advisory capacity and without diminishing the role and responsibilities of the Board of Directors, that the shareholders agree to the executive compensation approach disclosed in this Management Proxy Circular sent in preparation for the 2019 annual meeting of Boralex's shareholders."

As this is an advisory vote, its results will not bind the Board of Directors. However, the Board's Human Resources Committee will review and analyze the results of the vote and take them into consideration.

The Board of Directors recommends that shareholders vote IN FAVOUR OF this resolution.

In the absence of an express request to abstain, the persons named on the attached proxy form or voting instruction form intend to vote IN FAVOUR OF the resolution.

You will be voting on an advisory resolution on executive compensation

Information on Nominees for Election as Directors

Description of Nominees

The following table contains information as of March 8, 2020, unless otherwise indicated, regarding the nominees for election as directors. Certain information set out below with respect to nominees was unknown to the Corporation and was provided by each of the respective nominees.

Patrick Lemaire Quebec, Canada President and Chief Executive Officer

Age: 56 Status: Not independent Director since: 2006

Main areas of expertise:

Renewable Energy / Engineering and Technology
Project Management Infrastructure
Human Resources
Risk Management
Senior Executive Leadership of Large Organizations

Votes in favour of his election at the 2018 annual meeting: 99.94%

Patrick Lemaire has been President and Chief Executive Officer of Boralex since September 2006. He was previously Vice President and Chief Operating Officer (Containerboard) for Norampac Inc. Mr. Lemaire graduated with a degree in mechanical engineering from the Laval University (Québec).

André Courville, FCPA, FCA, ICD.D Quebec, Canada

Age: 66 Status: Independent Director since: 2019

Corporate Director

Main areas of expertise:

Capital Markets/Financial Reporting
Governance
Senior Executive Leadership of Large Organizations
Board Experience of Large Organizations
International Business

Votes in favour of his election at the 2018 annual meeting: 99,66%

André Courville is a corporate director and chartered professional accountant. Previously a senior audit partner at Ernst & Young until June 30, 2014 with 37 years of experience working with Canadian, U.S. and International listed companies in various industries. From September 18, 2018 to May 1, 2019, Mr. Courville was Interim President and Chief Executive Officer of Uni-Select Inc., where he was Chairman of the Board since May 2016. From 2015 to 2017, he was President and Chief Executive Officer of the Institute of Corporate Directors (Québec Chapter). Mr. Courville is also a director, Chair of the Audit and Finance Committee and member of the Executive Committee of the Montreal Heart Institute Foundation.

MEETINGS IN 2019
Board of Directors		10/10
Attendance rate		100%

CURRENT BOARDS
Cascades Inc.


Not applicable

Total value at risk: \$987,2301
	Number	Value (\$)
Boralex Class A shares	30,864	754,933
Boralex DSUs	9,497	232,297
MEETINGS IN 20192
Board of Directors		6/6
Audit Committee		3/3
		2/2
Attendance rate		100%

CURRENT BOARDS
Not applicable


Uni-Select Inc.

		OTHER PUBLIC COMPANY BOARD OF DIRECTORS PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS) SECURITIES AS OF DECEMBER 31, 2019 Nominating and Corporate Governance Committee OTHER PUBLIC COMPANY BOARD OF DIRECTORS PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS) SECURITIES AS OF DECEMBER 31, 2019	ATTENDANCE AT BOARD AND STANDING COMMITTEE 2016 to date SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY ATTENDANCE AT BOARD AND STANDING COMMITTEE 2014 to 2019 SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY

Number	Value (\$)
1,000	24,460
813	19,886

Lise Croteau, FCPA, FCA, ASC

Quebec, Canada Corporate Director

Age: 59 Status: Independent Director since: 2018

Main areas of expertise:

Renewable Energy / Engineering and Technology
Government Relations / Environment
Risk Management
Senior Executive Leadership of Large Organizations
Board Experience of Large Organizations

Votes in favour of his election at the 2018 annual meeting: 99.94%

Lise Croteau is a corporate director. From 2015 to 2018 she was Executive Vice President and Chief Financial Officer of Hydro-Québec, having served as Interim President and Chief Executive Officer of Hydro-Québec from May to July 2015. Ms. Croteau began her career as an auditor and joined Hydro-Québec in 1986, successively holding control and financial management positions. A chartered professional accountant since 1984, Ms. Croteau holds a Bachelor's in business administration and was named Fellow of the Ordre des comptables agréés du Québec in 2008 in recognition of her

exceptional contribution to the profession.

Ghyslain Deschamps, Eng., IAS. A Quebec, Canada

Executive Vice President, Building Division, EBC Inc.

Age: 53 Status: Independent Director since: 2018

Main areas of expertise:

Renewable Energy / Engineering and Technology
Project Management Infrastructure
Governance
Risk Management
International Business

Votes in favour of his election at the 2018 annual meeting: 99.95%

Ghyslain Deschamps is a business executive with over 25 years of experience in project management and business operations around the world. He currently serves as Executive Vice President, Building Division of EBC Inc., a company active in the building, civil works and mining sectors. After graduating in engineering, Mr. Deschamps held various prominent positions in Canada and abroad. He worked for Hydro-Québec, Babcock & Wilcox, SNC-Lavalin ad Director, Englobe Corp. as Senior Vice-President/North America and from 2013 to 2018 as Senior Vice President/Infrastructure for the Telecon Group. He has competed leadership and min-MBA programs at McGill University.

ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019

Attendance rate	100%
Investment and Risk Management Committee	5/5
Audit Committee (Chair)	5/5
Board of Directors	10/10

OTHER PUBLIC COMPANY BOARD OF DIRECTORS

CURRENT BOARDS
Total SA	2019 to date

Quebecor Inc. 2019 to date

PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS)

TVA Group Inc. 2018 to 2019

SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY SECURITIES AS OF DECEMBER 31, 2019

Total value at risk: \$61,1741
	Number	Value (\$)
Boralex Class A shares	0	-
Boralex DSUs	2,501	61,174

ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019
Board of Directors	10/10
Environment, Health and Safety Committee	4/4

Attendance rate	100%
Investment and Risk Management Committee	5/5

OTHER PUBLIC COMPANY BOARD OF DIRECTORS

CURRENT BOARDS

Not applicable

PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS)

Not applicable

SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY SECURITIES AS OF DECEMBER 31, 2019

Total value at risk: \$61,174¹

	Number	Value (\$)
Boralex Class A shares	0	-
Boralex DSUs	2,501	61,174

Marie-Claude Dumas

Quebec, Canada Global Director, Major Projects & Programs of WSP Global and Executive Market Leader Quebec

Age: 49 Status: Independent Director since: 2019

Main areas of expertise:

Renewable Energy / Engineering and Technology
Project Management Infrastructure
Human Resources
Senior Executive Leadership of Large Organizations
International Business

Votes in favour of her election at the 2018 annual meeting: 99.94%

Marie-Claude Dumas is a Global Director, Major Projects & Programs of WSP Global and Executive Market Leader for the Quebec since January 2020. Ms. Dumas has 25 years of experience in the field of project delivery and business management. She has worked for Nortel, Bain & Company and SNC-Lavalin. She holds a Bachelor's in Engineering and a Master's in Applied Science from École Polytechnique. She also holds a Master's of Business Administration from École des Hautes Études Commerciales de Montréal (nowadays HEC Montréal).

Main areas of expertise:

Capital Markets / Financial Reporting
Human Resources
Governance
Risk Management
Senior Executive Leadership of Large Organizations

Votes in favour of her election at the 2018 annual meeting: 98.84%

Marie Giguère is a corporate director. Until 2016 she was Executive Vice President, Legal Affairs and Secretariat of the Caisse de dépôt et placement du Québec. She was a long-standing partner at Fasken Martineau LLP, where she began her career. From 1997 to 1999, she was Senior Vice President, Institutional Affairs and General Secretary of the Montreal Exchange. From 1999 to 2005, she was Senior Vice President, Chief Legal Officer and General Secretary of Molson Inc. Ms. Giguère holds a Bachelor of Civil Law from McGill University.

ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019³

Attendance rate	100%
Investment and Risk Management Committee	3/3
Human Resources Committee	4/4
Board of Directors	6/6

OTHER PUBLIC COMPANY BOARD OF DIRECTORS

CURRENT BOARDS

Not applicable

PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS)

Not applicable

SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY SECURITIES AS OF DECEMBER 31, 2019

Total value at risk: \$125,064¹

	Number	Value (\$)
Boralex Class A shares	4,300	105,178
Boralex DSUs	813	19,886

Marie Giguère Quebec, Canada		ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019
	Corporate Director	Board of Directors	10/10
	Age: 68	Nominating and Corporate Governance Committee	7/7
	Status: Independent	Environment, Health and Safety Committee	4/4
Director since: 2017		Human Resources Committee	1/1
		Attendance rate	100%
		OTHER PUBLIC COMPANY BOARD OF DIRECTORS
		CURRENT BOARDS
		TMX Group Limited	2011 to date
		PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS)
Marie Giguère is a corporate director. Until 2016 she was Executive Vice President, Legal Affairs and Secretariat of the Caisse de dépôt et placement du Québec. She was a long-standing partner at Fasken		Not applicable
		SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY SECURITIES AS OF DECEMBER 31, 2019

Total value at risk: \$162,390¹ Number Value (\$) Boralex Class A shares 3,000 73,380 Boralex DSUs 3,639 89,010

Edward H. Kernaghan¹ Ontario, Canada

Corporate Director

Age: 48 Status: Independent Director since: 2006

Main areas of expertise:

Renewable Energy / Engineering and Technology
Capital Markets / Financial Reporting
Human Resources
Governance
Board Experience of Large Organizations

Votes in favour of his election at the 2018 annual meeting: 94.85%

Edward H. Kernaghan holds a Master of Science degree from the University of Toronto. He is Senior Investment Advisor of Kernaghan & Partners Ltd., a brokerage firm. Mr. Kernaghan is also President of Principia Research Inc., a research and investment company, and of Kernwood Ltd., an investment holding company.

ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019

Attendance rate	100%
Nominating and Corporate Governance Committee (Chair)	7/7
Audit Committee	5/5
Board of Directors	10/10

OTHER PUBLIC COMPANY BOARD OF DIRECTORS

CURRENT BOARDS

Waterloo Brewing Ltd.	2004 to date
Exco Technologies Limited	2009 to date
Obsidian Energy Ltd.	2018 to date
Black Diamond Group Limited	2018 to date

PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS)

PFB Corporation 2010 to 2018

SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY SECURITIES AS OF DECEMBER 31, 2019

Total value at risk: \$61,004,708¹

Number	Value (\$)
2,489,5004	60,893,170
4,560	111,538

Yves Rheault

Quebec, Canada Corporate Director and Consultant

Age: 75 Status: Independent Director since: 1997

Main areas of expertise:

Renewable Energy / Engineering and Technology
Project Management Infrastructure
Capital Markets / Financial Reporting
Risk Management
International Business

Votes in favour of his election at the 2018 annual meeting: 97.28%

Yves Rheault is a corporate director and consultant. He acts as a consultant for the Caisse de dépôt et placement du Québec in the field of energy and infrastructure. He serves on the board of directors of Hydrosolution Ltd., a private company. Mr. Rheault has held executive positions in various companies operating in the energy field, including as chair of the board of directors of Gaz Métro (nowadays Énergir) for 8 years. He served as Vice President, Business Development of Boralex from 1997 to 2002. A graduate of the University of Montreal, Mr. Rheault holds a Bachelor of Commerce Degree and a Master's Degree in Administration.

ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019

Board of Directors	9/10
Human Resources Committee	7/7
Investment and Risk Management Committee (Chair)	5/5
Attendance rate	95%

OTHER PUBLIC COMPANY BOARD OF DIRECTORS

CURRENT BOARDS

Not applicable

PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS)

Thirau inc. (formerly Napec Inc.) 2017 to 2018

SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY SECURITIES AS OF DECEMBER 31, 2019

Total value at risk: \$279,920 1

	Number	Value (\$)
Boralex Class A shares	8,113	198,444
Boralex DSUs	3,331	81,476

Alain Rhéaume Quebec, Canada Corporate Director

Age: 68 Status: Independent Director since: 2010

Main areas of expertise:

Government Relations / Environment
Human Resources
Governance
Senior Executive Leadership of Large Organizations
Board Experience of Large Organizations

Votes in favour of his election at the 2018 annual meeting: 99.84%

Alain Rhéaume is Co-founder and Managing Partner of Trio Capital Inc., a private investment company. He is also a corporate director. Mr. Rhéaume has been Chair of the Board of Directors of Boralex since March 9, 2017. He has more than 25 years of experience holding senior executive positions in the public and private sectors. In 1996, he joined Microcell Telecommunications Inc. as Chief Financial Officer. Subsequently, he held positions as President and Chief Executive Officer of Microcell PCS (2001 to 2003) and President and Chief Operating Officer of Microcell Solutions Inc. (2003 to 2004). Until June 2005, he was Executive Vice President, Rogers Wireless Inc., and President of Fido Solutions Inc. (a division of Rogers Wireless Inc.), positions to which he was named when Microcell Telecommunications Inc. was acquired by Rogers in 2004. From 1974 to 1996, he was employed by the Québec Ministry of Finance and served as Associate Deputy Minister of Finance from 1988 to 1992 and as Deputy Minister from 1992 to 1996. Mr. Rhéaume holds a licence in Administration and Business (finance and economics) from Laval University.

Dany St-Pierre, ASC

Illinois, United States President of Cleantech Expansion LLC

Age: 58 Status: Independent Director since: 2016

Main areas of expertise:

Renewable Energy / Engineering and Technology
Government Relations / Environment
Capital Markets / Financial Reporting
Governance
International Business

Votes in favour of her election at the 2018 annual meeting: 98.84%

Dany St-Pierre is President of Cleantech Expansion LLC, a renewable energy consulting firm. She has 25 years of professional experience, including 15 in the energy sector in Canada, the United States and Latin America, having worked for companies like Nordex USA, Alstom Power and Siemens Power Generation. Her corporate experience includes marketing, sales, business development and mergers and acquisitions. Ms. St-Pierre earned a Bachelor's Degree in Business Administration (marketing) from Université du Québec à Trois-Rivières, and a Master's Degree in Business Administration (M.B.A.) from Laval University.

ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019

Board of Directors	10/10
Attendance rate	100%

OTHER PUBLIC COMPANY BOARD OF DIRECTORS

CURRENT BOARDS

Resolute Forest Products Inc. 2010 to date SNC-Lavalin Group Inc. 2013 to date

PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS)

Not applicable

SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY SECURITIES AS OF DECEMBER 31, 2019

Total value at risk: \$459,1141
	Number	Value (\$)
Boralex Class A shares	3,500	85,610
Boralex DSUs	15,270	373,504

ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019

Attendance rate	100%
Environment, Health and Safety Committee (Chair)	4/4
Nominating and Corporate Governance Committee	7/7
Audit Committee	1/1
Board of Directors	10/10

OTHER PUBLIC COMPANY BOARD OF DIRECTORS

CURRENT BOARDS

Not applicable

PREVIOUS BOARDS (WITHIN THE LAST FIVE YEARS)

Logistec Corporation 2019 to date

SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY SECURITIES AS OF DECEMBER 31, 2019

Total value at risk: \$119,5361
	Number	Value (\$)
Boralex Class A shares	0	-
Boralex DSUs	4,887	119,536

1 The value at risk for directors represents the total value of the Class A shares and DSU's according to the closing price of Boralex's Class A shares on the Toronto Stock Exchange on December 31, 2019, i.e. \$24.46.

2 Mr. André Courville was elected as a director of Boralex on May 8, 2019.

4 Mr. Edward H. Kernaghan holds, directly and indirectly, 1,248,100 Class A shares and exercises control over 1,241,400 Class A shares.

³ Ms. Marie-Claude Dumas was elected as a director of Boralex on May 8, 2019.

Additional information about the directors

As at the date hereof, to the Corporation's knowledge and according to the information provided by the nominees for election to the Board of Directors, no nominee is or was, in the past ten (10) years, a director or executive officer of a corporation that, while the person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Compensation of Board Members

The compensation policy of Boralex's directors is intended to:

1. attract and retain competent individuals to serve on Boralex's Board and on Board committees, while taking into account the risks and responsibilities associated with the effective execution of the function of director;
1. offer competitive compensation to its directors; and
1. harmonize the directors' interests with the shareholders' interests.

The structure and level of the directors' compensation is recommended by the Human Resources Committee that reviews the compensation of Boralex's directors annually and this compensation is approved by the Board of Directors. To do this, the Human Resources Committee analyzes compensation practices and trends.

Following the adoption of the deferred share unit plan (the "DSU Plan") and the director compensation policy that provides for a requirement to hold a minimum number of shares or deferred share units ("DSUs"), all Boralex directors receive a basic annual retainer in cash and in the form of DSUs. The Corporation's independent directors also receive additional annual fees for the positions of chair or member of standing Board committees, other than the Chair of the Board. Only independent directors receive attendance fees.

The Corporation also reimburses directors for expenses they incur to attend Board and committee meetings as well as expenses related to continuing education.

4.1 Reference Group

In 2019, the compensation of Boralex's directors was benchmarked from a market perspective. Two studies were carried out and analyzed by the Human Resources Committee. The previous update was made in 2017.

Hugessen Consulting compared the compensation of Boralex's directors to the compensation paid by seven Canadian companies operating in the energy production, industrial products and real estate sectors. These companies were part of the comparison group used by the Corporation in 2017 to assess the compensation of its executive officers.

PCI-Perrault Consulting compared the compensation paid to the directors of 14 Canadian companies operating in various business sectors. These companies were part of the comparison group used by the Corporation in 2018 to assess the compensation of its executive officers.

The results of the two studies indicate that the compensation of the directors of the Corporation was slightly lower than the median, except for that of the Chairman of the Board which remains competitive.

Following the recommendation of the Human Resources Committee, the Board of Directors decided not to modify the compensation paid to the directors.

The Hugessen Comparison Group companies are:

Name	Activity
Innergex Renewable Energy Inc.	Energy production
Algonquin Power & Utilities Corp.	Energy production
Northland Power Inc.	Energy production
Velan Inc.	Industrial products
Héroux-Devtek Inc.	Industrial products
Melcor Developments Ltd.	Real estate
Killam Apartment Real Estate Investment Trust	Real estate

The PCI-Perrault Consulting comparison group is made up of the following companies:

Name	Activity
Algoma Central Corporation	Marine
Algonquin Power & Utilities Corp.	Energy production
Canada Goose Holdings Inc.	Clothing, accessories and luxury goods
Capital Power Corporation	Independent producer and trader of energy
Cominar Real Estate Investment Trust	Real estate investment trust
Crombie Real Estate Investment Trust	Real estate investment trust
Héroux-Devtek Inc	Aerospace and defense
Innergex Renewable Energy Inc.	Renewable energy producer
Northland Power Inc.	Independent producer and trade of energy
Northview Apartment Real Estate Investment	Real estate investment trust
Recipe Unlimited Corporation	Restaurant
Richelieu Hardware Ltd.	Manufacturer and distributor
Stella-Jones Inc.	Forest products
The Descartes System Groupe Inc.	Application software

4.2 Compensation Levels

The following table sets forth the compensation of Boralex's directors in 2019:

Type of compensation	Cash (\$)	DSUs (\$)
Basic annual retainer1
• Chair of the Board	142,000	32,000
• Other directors	48,000	7,000
Additional annual fees
• Chair of the Audit Committee	12,000	–
• Chair of other committees	7,500	–
• Committee members	4,000	–
Attendance fees
• Board meetings	1,500	–
• Committee meetings	1,500	–

Directors may opt to receive all or part of their basic annual cash retainer in the form of DSUs. However, a director who has not reached the holding target, provided for in the director compensation policy, is deemed to have opted to receive 50% of his or her basic annual cash retainer in the form of DSUs.

4.3 Deferred Share Unit Plan

The DSU Plan was established to further align the interests of the Corporation's directors with the interests of its shareholders. The main terms and conditions of the DSU Plan are as follows:

Eligible participants	• authorize the Board to allocate, on a discretionary basis, a number of DSUs to the directors of the Corporation; • enable directors to opt to receive all or part of their basic annual cash retainer in the form of DSUs (the "eligible compensation") subject to a share ownership requirement (3 times the basic annual retainer). DSUs may also be granted on a special basis in recognition of services rendered; • allow DSUs to be granted to the Corporation's executive officers. DSUs may be granted in order to defer the payment of compensation to the executive officer or on a special basis in recognition of services rendered;
DSU account credit	• DSUs granted to a director are credited to his or her DSU account; • for the part of the eligible compensation elected to be received in the form of DSUs, the number of DSUs credited to the account is calculated by dividing the amount of the eligible compensation by the average closing price of the Class A shares on the Toronto Stock Exchange for the five trading days preceding the fiscal year; • holders of DSUs are credited with additional DSUs having a value equal to the dividends paid on the Corporation's Class A shares;
Settlement of DSUs	• DSUs are settled after the date on which the participant ceases to be a director of the Corporation for any reason whatsoever, including retirement or death (the "termination date"); • the settlement of DSUs is equal to the market value of the DSUs on the termination date.

Eligible participants

•
authorize the Board to allocate, on a discretionary basis, a number of DSUs to the
directors of the Corporation;
•
enable directors to opt to receive all or part of their basic annual cash retainer in the
form of DSUs
(the "eligible compensation") subject to a share ownership
requirement (3 times the basic annual retainer). DSUs may also be granted on a
special basis in recognition of services rendered;
•
allow DSUs to be granted to the Corporation's executive officers. DSUs may be
granted in order to defer the payment of compensation to the executive officer or on
a special basis in recognition of services rendered;

DSU account credit

•
DSUs granted to a director are credited to his or her DSU account;
•
for the part of the eligible compensation elected to be received in the form of DSUs,
the number of DSUs credited to the account is calculated by dividing the amount of
the eligible compensation by the average closing price of the Class A shares on the
Toronto Stock Exchange for the five trading days preceding the fiscal year;
•
holders of DSUs are credited with additional DSUs having a value equal to the
dividends paid on the Corporation's Class A shares;

Settlement of DSUs

•
DSUs are settled after the date on which the participant ceases to be a director of the
Corporation for any reason whatsoever, including retirement or death (the
"termination date");
•
the settlement of DSUs is equal to the market value of the DSUs on the termination
date.

4.4 Shareholding Requirement

Throughout their term of office, directors must hold shares or DSUs having a value equal to three times their basic annual retainer (the "Holding Target"). Since February 27, 2020, the directors have five (5) years to reach Holding Target. To determine whether the shareholding target has been met for a year, the value of the shares and DSUs is calculated based on the higher of i) the sum of the shares and DSUs held multiplied by the closing price of Boralex's Class A shares on the Toronto Stock Exchange on December 31st of the previous year, or ii) the number of shares held on such date multiplied by their weighted average cost, plus the value of the DSUs on that date.

Until this minimal requirement is reached, they must receive at least 50% of their basic annual cash retainer in the form of DSUs; nonetheless, once the minimal requirement is reached, the directors may opt to continue to receive DSUs.

50% of the directors' compensation must be paid in DSUs until they reach their shareholding requirement.

The following table sets forth the number of Boralex Class A shares and DSUs held as at December 31, 2019 by each director as well as the corresponding dollar value on said date and indicates each director's status with regard to shareholding requirement on such date:

			Total number of
Name	Number of Class A shares	Number of DSUs	Class A shares and DSUs	Total value1 (S)	Shareholding requirement (\$)	Requirement met
André Courville2	1,000	813	1,813	44,346	165,000	Pending
Lise Croteau	0	2,501	2,501	61,174	165,000	Pending
Ghyslain Deschamps	0	2,501	2,501	61,174	165,000	Pending
Alain Ducharme	2,500	5,789	8,289	202,749	165,000	Met
Marie-Claude Dumas3	4,300	813	5,113	125,064	165,000	Pending
Marie Giguère	3,000	3,639	6,639	162,390	165,000	Pending
Edward H. Kernaghan	1,248,1004	4,560	1,252,660	30,528,526	165,000	Met
Patrick Lemaire	30,864	9,497	40,361	987,230	165,000	Met
Yves Rheault	8,113	3,331	11,444	279,920	165,000	Met
Alain Rhéaume	3,500	15,270	18,770	459,114	522,000	Pending
Dany St-Pierre	0	4,887	4,887	119,536	165,000	Pending

1 The total value corresponds to the product obtained by multiplying the number of Boralex Class A shares and DSUs held by each director as at December 31, 2019 by the closing price of Boralex's Class A shares at the close of business on such date, i.e., \$24.46.

2 Mr. André Courville was elected as a Boralex director on May 8, 2019.

3 Ms. Marie-Claude Dumas was elected as a Boralex director on May 8, 2019.

4 This number excludes the 1,241,400 Class A shares over which Mr. Kernaghan exercises control.

4.5 Summary Table of Director Compensation

The following table sets forth the aggregate compensation earned by non-executive directors¹ for the financial year ended December 31, 2019:

			Allocation of total compensation
Name	Standing committees on which he or she serves	Total compensation (\$)	In cash (\$)	In DSUs (\$)
André Courville2	Audit Nominating and Corporate Governance	58,897	38,747	20,150
Lise Croteau	Audit (chair) Investment and Risk Management	102,687	71,687	31,000
Ghyslain Deschamps	Environment, Health and Safety Investment and Risk Management	94,500	63,500	31,000
Alain Ducharme	Environment, Health and Safety Human Resources (chair)	99,500	68,500	31,000
Marie-Claude Dumas3	Human Resources Investment and Risk Management	61,897	41,747	20,150
Marie Giguère	Environment, Health and Safety Nominating and Corporate Governance Human Ressources	99,809	68,809	31,000
Edward H. Kernaghan	Audit Nominating and Corporate Governance (chair)	102,500	83,500	19,000
Yves Rheault	Investment and Risk Management (chair) Human Resources	101,000	94,000	7,000
Alain Rhéaume	-	192,000	89,000	103,000
Michelle Samson-Doel4	Audit Nominating and Corporate Governance Human Resources	41,846	34,846	7,000
Pierre Seccareccia5	Audit (former chair)	38,746	31,746	7,000
Dany St-Pierre	Audit Nominating and Corporate Governance Environment, Health and Safety (chair)	103,109	72,109	31,000
Total		1,096,491	758,191	338,300

1 See Section 5.3 "Summary Compensation Table" on page 33 of this Circular for the compensation earned by Mr. Patrick Lemaire.

2 Mr. André Courville was elected as a director of Boralex on May 8, 2019.

3 Ms. Marie-Claude Dumas was elected as a director of Boralex on May 8, 2019.

4 Ms. Michelle Samson-Doel is no longer a director of Boralex since May 8, 2019.

5 Mr. Pierre Seccareccia is no longer a director of Boralex since May 8, 2019.

4.6 Share-based Awards

The following table sets out the details on outstanding DSUs for Boralex directors who served on the Board during the fiscal year ended December 31, 2019, including DSUs granted in 2019.

		Share-based awards (DSUs) – Value vested during fiscal year
	DSUs outstanding as at Dec. 31, 2018		Director compensation paid in DSUs in 2019	Credit equivalent to a dividend in the form of DSUs granted in 2019		DSUs outstanding as at Dec. 31, 2019
Name1	(number of DSUs)	(number of DSUs)	(\$)	(number of DSUs)	(\$)	(number of DSUs)
André Courville2	0	813	20,150	0	0	813
Lise Croteau	1,211	1,251	31,000	39	810	2,501
Ghyslain Deschamps	1,211	1,251	31,000	39	810	2,501
Alain Ducharme	4,397	1,251	31,000	141	2940	5,789
Marie-Claude Dumas3	0	813	20,150	0	0	813
Marie Giguère	2,313	1,252	31,000	74	1,547	3,639
Edward H. Kernaghan	3,676	767	19,000	117	2,457	4,560
Patrick Lemaire	8,460	767	19,000	270	5,655	9,497
Yves Rheault	2,954	283	7,000	94	1,975	3,331
Alain Rhéaume	10,767	4,158	103,000	345	7,198	15,270
Michelle Samson-Doel4	2,408	381	7,000	22	397	0
Pierre Seccareccia5	2,066	381	7,000	19	341	0
Dany St-Pierre	3,523	1,252	31,000	112	2,355	4,887

1 See Section 5.3 "Summary Compensation Table" on page 33 of this Circular for the compensation paid to Mr. Patrick Lemaire as a director, including the amount of \$55,000 as basic annual retainer.

2 Mr. André Courville was elected as a director of Boralex on May 8, 2019.

3 Ms. Marie-Claude Dumas was elected as a director of Boralex on May 8, 2019

4 Ms. Michelle Samson-Doel is no longer a director of Boralex since May 8, 2019.

5 Mr. Pierre Seccareccia is no longer a director of Boralex since May 8, 2019.

Statement of Executive Compensation

5.1 Governance of Compensation

Human Resources Committee

The Human Resources Committee (the "Committee") is composed of four independent directors. In 2019, the Committee members were Alain Ducharme (chair), Yves Rheault, Michelle Samson-Doel until May 8, 2019, Marie-Claude Dumas as of May 8, 2019 and Marie Giguère as of November 6, 2019. No officer sits on the Committee.

The Board believes that all the members of the Committee have the relevant experience to fully assume the responsibilities related to compensation of executive officers and the skills and experience required to make sound decisions regarding policies and practices of the Corporation with respect to compensation.

Mr. Alain Ducharme was Corporate Vice President of Cascades inc., a position he held until his retirement. In performing his duties Mr. Ducharme was responsible for developing compensation policies and practices and presenting them to the executive committee.
Mr. Yves Rheault has held various executive positions in corporations or organizations and, as a result, has developed and implemented compensation policies and practices. In particular, he served as chair of the board of directors of Gaz Métro (nowadays Energir) for eight years. During his career, he served on the compensation committee of private companies having to deal with the same issues as Boralex with respect to compensation. He currently chairs the Human Resources Committee of Hydrosolution Ltd.
Ms. Marie-Claude Dumas has 25 years of experience in project execution and business management. From 2015 to 2017, she held the position of Executive Vice-President Human Resources at SNC-Lavalin where she acquired experience in the design and implementation of compensation plans and performance objectives, including executive compensation and succession planning. In addition, she holds a bachelor's degree in engineering and a master's degree in applied sciences from École Polytechnique as well as a master's degree in business administration (MBA) from the École of the Hautes Études Commerciales de Montréal (nowadays HEC Montréal).
Ms. Marie Giguère was, until 2016, Executive Vice-President, Legal Affairs and Secretariat of the Caisse de dépôt et placement du Québec. She began her career at Fasken Martineau S.E.N.C.R.L., s.r.l., where she was a partner for many years. Subsequently, she was Executive Vice-President, Institutional Affairs and General Secretary of the Montreal Exchange from 1997 to 1999 and then Executive Vice-President, Chief Legal Officer and Secretary of Molson inc. from 1999 to 2005. In her roles as manager and administrator, she was called upon to collaborate closely with the board of directors, the Chief Executive Officer and the Chief of Human Resources which allowed her to acquire experience in supervision of human resources issues. She currently sits on the human resources committee of TMX Group Limited. Ms. Giguère holds a bachelor's degree in civil law from McGill University.

The following table shows the balance and extent of the Committee members' expertise by highlighting their main compensation and human resources skills:

Name	CEO/EVP/ Head of HR of other corporations	Member/ Chair of the HR Committee	Pension fund administration	Drafting/revision of compensation contracts	Leadership and succession planning	Incentive plans	Financial analysis and compensation market analysis	Negotiation of employment conditions
Alain Ducharme	√	√	√	√	√	√	√	√
Yves Rheault	√	√		√	√	√	√	√
Marie-Claude Dumas	√	√		√	√	√	√	√
Marie Giguère		√		√	√	√		√

Mandate of the Human Resources Committee

The Committee's responsibilities include the following:

review the Corporation's compensation policy and make recommendations to the Board with respect to different compensation mechanisms;
review the conditions for eligibility and the exercise of options or units granted in accordance with the terms and conditions of the Corporation's incentive compensation plans;
assess the performance of the President and Chief Executive Officer and review the assessment of the performance of executive officers and their eligibility for certain incentive plans;
make recommendations to the Board regarding the compensation of executive officers;
review the organizational structure of executive officers of the Corporation and ensure that adequate succession plan mechanisms exist.
review the compensation of directors and make recommendations to the Board in this regard;
supervise the identification of the risks related to the Corporation's compensation practices and policies and ensure the implementation of practices to manage such risks in order to mitigate them.

The Committee may, at the expense of the Corporation, retain the services of any compensation consultant in order to be more fully advised on issues relating to the compensation or succession of executive officers.

The Committee meets at least four times annually. Meetings are held at the request of the chair of the Committee, one of its members or the President and Chief Executive Officer of the Corporation. Members meet before or after each meeting of the Committee without the presence of management.

Determining Compensation

The compensation of executive officers of the Corporation is determined according to the compensation policy of the Corporation and the Committee's recommendations. This policy aims to offer a competitive total compensation that enables the Corporation to attract and retain qualified people. Moreover, the policy was developed in order to recognize and encourage individual contributions to value creation for shareholders of Boralex and reward individual performance, while taking into account the strategy and the financial performance of the Corporation.

As more fully described in Section 5.2 "Compensation Discussion and Analysis", the compensation policy consists of fixed and variable components. The strategy of compensation of executive officers focuses on performancerelated variable components, which are short-term bonuses and stock options or performance share units. Total cash compensation is benchmarked against the comparison group. The compensation policy targets base salary at the median (50th percentile) to ensure base salaries remain competitive. However, total compensation may reach or exceed the 75th percentile of the companies of the comparison group, according to Boralex's financial performance and achievement or surpassing of its corporate objectives.

The Committee has the responsibility to annually review the compensation of executive officers and to make recommendations in this regard to the Board. The President and Chief Executive Officer recommends the compensation of executive officers to the Committee, with the exception of his own. The Committee recommends to the Board the compensation of executive officers, including that of the President and Chief Executive Officer. The Committee takes into account the market data obtained by the Corporation in evaluating the recommendations of the President and Chief Executive Officer with respect to the compensation of executive officers, as well as its recommendations to the Board. However, comparative data is only a guide; it does not replace the judgment of the Committee members.

The compensation of executive officers is approved by the directors of Boralex who have the discretion to increase or decrease an award or payment.

Risks Associated with Compensation

The Committee considers the application of the executive officers' compensation policy on an annual basis to ensure that it continues to advance its objectives. The Committee reviews and evaluates the risks related to compensation and to incentive plans to ensure that the Corporation's compensation plans include the appropriate incentives without encouraging risk-taking that might have a material adverse effect on the Corporation. The Committee has not identified any material risks stemming from the Corporation's compensation policies or practices that are reasonably likely to have a material adverse effect on the Corporation.

In 2017, the Board of Directors adopted a policy to recover compensation from its executive officers. A description of the policy is given on page 42 of this circular.

The following table provides an overview of the Corporation's policies on compensation-related risk management.

What we do	What we avoid
We cap short-term and long-term incentive payments of executive	We do not guarantee the payment of variable incentives.
officers to prevent exorbitant compensation levels.	We do not pay incentives that are not proportional to performance results. The Board and the Committee have discretionary powers to modify incentive payments where warranted by unforeseen circumstances.
We do not make any compensation-related exception for named executive officers without appropriate Board approval.	We do not offer executive officers a single trigger indemnity in case of a change in control.
We offer a compensation program that prioritizes performance, with the majority of the total target compensation of named executive officers being at risk and closely tied to the Corporation's performance.	We do not issue stock options at a price below the share price and we do not allow the price of options to be reduced or options to be exchanged for options having a lower exercise price.
We retain the services of external independent compensation consultants to evaluate our named executive officers' compensation program in order to ensure that they are in line with the shareholders' and the Corporation's objectives, best practices and principles of governance.	We do not allow insiders, including directors and executive officers, to hedge against the economic risk associated with the Corporation's securities. Pursuant to this policy, directors, management and staff cannot hedge or take a similar offsetting position on the securities of Boralex. This ban covers all forms of derivatives like variable prepaid
We ensure that the Committee is composed of independent directors so as to avoid compensation-related conflicts of interest.	forward contracts, equity swaps, collars or exchange-traded fund units that are designed to protect against a decrease in the market value of equity securities granted as compensation or directly or indirectly held.

Named Executive Officers

In 2019, the named executive officers were:

Name	Position
Patrick Lemaire	President and Chief Executive Officer
Bruno Guilmette	Vice President and Chief Financial Officer
Patrick Decostre	Vice President and Chief Operating Officer
Hugues Girardin	Vice President, Development
Pascal Hurtubise	Vice President, Chief Legal Officer and Corporate Secretary

Compensation Consultants

The Corporation retains the services of independent consulting firms to assist it in determining the compensation of management. In 2019, Management used data from a study carried out in 2018 by PCI-Perrault Consulting ("PCI") and data from a study carried out in 2018 by Hugessen Consulting Inc. ("Hugessen") at the request of the Committee.

The Committee also retains, occasionally and independently, the services of compensation consultants to provide advice on the recommendations concerning the executive compensation presented to it. In 2018, the Committee retained the services of Hugessen to review the current compensation program and the named executive officer compensation proposals and provide it with opinions in that regard. The Committee is satisfied with the opinions received from Hugessen and considers them to be objective and unbiased.

No policy exists pursuant to which the Board or the Committee must pre-approve the other services provided by the consulting firms to the Corporation or an affiliate, at the request of management.

The tables opposite provide an overview of the total fees paid to compensation consulting firms for the services they rendered in 2019 and 2018.

PCI

(in Canadian dollars)	2019	2018
Fees for services related to director or executive officer compensation	\$33,850	\$17,744
Other fees1	\$23,573	-
Total	\$57,423	\$17,744

1 Other fees in 2019 were paid for services to analyze the salary structure of employees (other than executive officers) and various support.

Hugessen Consulting

(in Canadian dollars)	2019	2018
Fees for services related to director and executive officer compensation	\$38,908	\$109,423
Other fees	-	-
Total	\$38,908	\$109,423

5.2 Compensation Discussion and Analysis

Compensation Philosophy and Objectives

The Corporation's compensation policy is influenced by a number of factors such as business strategy, financial performance and value creation for shareholders. It aims to achieve four key objectives:

attract and retain qualified people;
align total compensation with the interests of shareholders;
create an entrepreneurial culture that rewards superior performance; and
achieve and exceed corporate objectives.

Components of Compensation

Compensation objectives guided the development of a compensation mode for executive officers including fixed and variable components. These components are as follows:

base salary;
non-equity incentive consisting of a cash bonus linked to the achievement of a financial objective and corporate objectives;
equity incentive – comprised of stock options and performance share units; and
other elements of compensation – consisting of benefits, perquisites and retirement benefits.

To reach the objectives, the following three key compensation elements are used:

	Type of compensation	Main objective	What does the compensation element reward?	How is the amount determined?	How does the compensation element fit with the strategic vision?	Payment form
Annual base salary	Fixed	Provide a market competitive fixed compensation rate	The scope and responsibilities of the positions and the specific skills required to assume them	It is determined at the median of the one paid by the Corporation's competitors on the market for comparable positions and similar experience	It is established to attract qualified executive officers who can enable the Corporation to achieve its strategic objectives	Cash
Short-term incentive bonus	Variable	Promote performance in terms of financial and corporate goals	Achieving and surpassing yearly objectives	It may bring the aggregate compensation above the median of the aggregate compensation paid by the Corporation's	It includes a mechanism to compensate actual performance compared to annual objectives which support the Corporation's strategic plan and retains members of senior management
Long-term incentive plan		Align the long term interests of executive officers with those of the shareholders	Creating shareholder value	competitors on the market for comparable positions and similar experience	It provides a way to attract and retain competent executive officers while rewarding the achievement of the Corporation's objectives •	Stock options Share units tied to performance

The compensation strategy favours variable components tied to performance as they are generally more important than base salary. Each year, the Committee reviews the relevance of each component and the desired market positioning in terms of annual cash compensation and makes recommendations to the Board based on the financial performance of the Corporation, individual performance, skills and the succession plan.

Benchmarking Against Comparison Groups

The compensation levels of the named executive officers are set using the comparison groups that the Committee considered appropriate given the level and nature of the positions in relation to the market positioning.

In 2019, the comparative data were established by calculating the average of the Reference Group Based on National Databases (as defined below) of the PCI study, increased by 2.5% and the median of the Circular-based Reference Group (as defined below) of the Hugessen study, increased by 2.5%. PCI has been for many years the compensation consultant retained by the Corporation to help fix the compensation of the executive officers. The Committee retained Hugessen in 2018 to study the compensation program in place and proposals relating to the compensation of members of management.

The reference data taken from national databases comes from companies operating in Quebec in the renewable energy sector with annual revenues of approximately \$400 million, as well as in the energy and services sectors with revenues located between \$200 million and \$500 million (the "Reference Group Based on National Databases"). The companies forming this group are unknown to the Corporation.

The reference data from the proxy circulars comes from 14 publicly traded Canadian corporations (the "Circularbased Reference Group"). The selection criteria for the Circular-based Reference Group considered the operating sector, total enterprise value, revenues and earnings before interest, tax, depreciation and amortization. The Circular-based Reference Group represents a sampling of Canadian corporations selected to ensure the competitive nature of the compensation of the Corporation's executive officers by comparing it to the compensation offered by corporations similar to Boralex in terms of complexity, including size, activities and geographical location, and that are competing to recruit key talent.

The Circular-based Reference Group and the National Databank-based Reference Group make up the Corporation's comparison group (the "Comparison Group").

Name	Activities
Northland Power Inc.	Independent power producer and merchant
Algonquin Power & Utilities Corp.	Independent power producer and merchant
Innergex Renewable Energy Inc.	Renewable energy producer
Cominar Real Estate Investment Trust	Real estate investment trust
Canada Goose Holdings Inc.	Clothing, accessories and luxury items
Capital Power Corporation	Independent power producer and merchant
Crombie Real Estate Investment Trust	Real estate investment trust
Stella-Jones Inc.	Forest products
Northview Apartment Real Estate Investment Trust	Real estate investment trust
The Descartes System Group Inc.	Application software
Recipe Unlimited Corporation	Restaurant
Richelieu Hardware Ltd.	Manufacturer and distributor
Algoma Central Corporation	Marine
Héroux-Devtek inc	Aerospace and defense

The following table lists the corporations comprising this Circular-based Reference Group:

2019 Compensation of Named Executive Officers

Base Salary

The base salary of each named executive officer of the Corporation is established according to their level of responsibility compared to other positions in the Corporation, their skills or their relevant experience and in relation to the base salary paid by corporations of the Comparison Group. The starting point to determine the base salary is the median in salaries of the Comparison Group.

Non-Equity Incentives

The short-term incentive plan forms part of the compensation of all permanent employees of Boralex having at least one year of service, including named executive officers.

This plan is based on Boralex's ability to generate free cash flow ("FCF"), vital to its growth. Thus, the bonus paid under this plan is tied to a financial objective based on achieving an annual target of FCF of Boralex. For the purposes of this plan, FCF is defined as follows: income before tax, interest and depreciation less costs tied to debt servicing (principal and interest) and payable taxes but excluding all development costs. If actual FCF at the end of any year exceeds the target for that year, the threshold for actual FCF becomes the target for the following year.

In 2019, the bonus paid to the named executive officers covered under this plan was based on the achievement of Boralex's annual target of FCF per share issued and outstanding and corporate objectives determined by the President and Chief Executive Officer and approved by the Board on the recommendation of the Committee.

For named executive officers, the target bonus paid under the short-term incentive plan corresponds to a percentage of their base salary which is determined according to the position held. This target bonus is then weighted between the financial objective and the corporate objectives.

The bonus is calculated as follows:

In 2019, the target bonus was established between 60% and 110% of the base salary of named executive officers, as the case may be, and the weighting of the bonus was established between 70% and 75% depending on the achievement of the financial objective and between 25% and 30% depending on the achievement of the corporate objectives, as the case may be. A maximum ratio of 200% is applied to the bonus when the objectives exceed the target.

The target bonus and the weighting of objectives established in 2019 for the named executive officers are described in the following table:

		Weighting
Position	Target Bonus (as a % of base salary)	Financial objective	Corporate Objectives
President and Chief Executive Officer	110%	70%	30%
Vice President and Chief Financial Officer	1 –	–	–
Vice President and Chief Operating Officer	80%2	75%	25%
Vice President, Development	70%	75%	25%
Vice President, Chief Legal Officer and Corporate Secretary	60%	75%	25%

1 The Vice President and Chief Financial Officer was not eligible for the short-term incentive plan in 2019.

2 This percentage has been in effect since July 1, 2019, the date on which Mr. Patrick Decostre assumed the function of Vice President and Chef Operating Officer. For the period prior to that date, the percentage of Mr. Decostre's target bonus was 70%.

The 2019 objectives under the plan were as follows:

1. Financial Objective: The percentage of the bonus was tied to achieving Boralex's annual target of FCF per share issued and outstanding, being \$1.34 per share. After reviewing Boralex's annual financial results, the Board determined that the financial objective achieved a level equal to 126%. The notion of "free cash flow" does not have a standard meaning according to the International Financial Reporting Standards ("IFRS") and should not be considered as a more significant measure than the financial performance measures recommended by the IFRS or as a measure capable of replacing it. The Corporation only uses the aforementioned free cash flow data in its financial decisions related to compensation as indicated above.

2. Corporate Objectives: The percentage of the bonus was based on the achievement of the corporate objectives set in terms of Boralex's growth objectives and operational priorities. Particular attention was paid to the following: (i) project development and acquisition, (ii) meeting project-related objectives, and (iii) analysis of strategic and financial concerns, as well as the development of action plans resulting therefrom. These objectives included both quantitative financial indicators and qualitative strategic and operational considerations. However, these corporate objectives are set as an incentive for the named executive officers to overachieve and fulfill more than the expected responsibilities and duties inherent in their positions. The performance percentage of each named executive officer is based on an individual assessment, reviewed and approved by the Committee. Specific corporate objectives cannot be disclosed because disclosure would be detrimental to the competitive position of the Corporation or interfere significantly with ongoing or future negotiations concerning contracts or tenders, given their relationships with the Corporation's strategies, its market share, jurisdictions in which it aims to grow and the development budgets of the Corporation.

Moreover, the Committee may recommend to the Board, at its discretion, a level of payment that differs from the one suggested by quantitative results to reflect unforeseen events or non-recurring events and to ensure that the payment is, in its opinion, appropriate compared to the actual performance.

At the end of the year, the President and Chief Executive Officer determined and presented to the Committee the achievement of corporate objectives. After its review, the Committee determined that the objectives of each member of the named executive officers were achieved in the following proportion:

	Achievement of objectives (%)1
Position	Financial objective	Corporate Objectives
President and Chief Executive Officer	126%	97%
Vice President and Chief Financial Officer	–	–
Vice President and Chief Operating Officer	126%	90%
Vice President, Development	126%	68%
Vice President, Chief Legal Officer and Corporate Secretary	126%	103%

1 As the achievement of corporate objectives was determined based on preliminary data, the percentage may be adjusted in 2020 based on the actual results. An upward or downward adjustment, as the case may be, will then be allocated to the payment of the bonus paid in 2020.

Equity Incentives

The Corporation's long-term incentive plan (the "Long-Term Incentive Plan") forming part of the named executive officers' compensation policy is designed to:

recognize and reward efforts, performance and loyalty;
recognize and reward the impact of long-term strategic actions undertaken by management;
align the interests of the Corporation's key employees and its shareholders;
ensure that management focuses on developing and implementing the continuing growth strategy of the Corporation; and
promote the retention of key management personnel.

The Long-Term Incentive Plan is comprised of the stock option plan (the "Option Plan") and the performance share unit plan (the "PSU Plan").

a) Stock Options

The Option Plan was set up in 1996 and allows the Board to grant executive officers and key employees of the Corporation and its subsidiaries, options to purchase Class A shares of the Corporation (the "Options"). See page 37 of this Circular for a description of the Option Plan.

The number of options to be allocated is determined by dividing an amount corresponding to a percentage of the base salary of the named executive officer, which varies between 25% and 75%, by the average closing price of the Corporation's shares for the five (5) trading days preceding the grant date. Prior stock option grants are not factored into consideration when considering the granting of new options.

The annual allocation process takes into account the efforts and performance of the executive officers and key employees of the Corporation. These factors are assessed on a discretionary basis and are unweighted. The percentage of the salary used to grant options to each named executive officer, with the exception of the President and Chief Executive Officer, is submitted to the Committee by the President and Chief Executive Officer of the Corporation and approved by the Board of Directors on recommendation of the Committee. The percentage of salary used to grant options to the President and Chief Executive Officer is approved by the Board on recommendation of the Committee.

b) Performance share units

In 2016, the Board, following recommendations by the Committee, approved the implementation of a performance share unit plan, or the PSU Plan, that took effect in 2017. The Board of Directors considers that the implementation of the PSU Plan will better align the interests of the Corporation's key employees with those of its shareholders and will limit the dilution resulting from the granting of options.

The number of performance share units ("PSUs") granted under the PSU Plan is determined by dividing an amount corresponding to a percentage of the base salary of the named executive officer, which varies between 10% and 30%, by the average closing price of the Corporation's shares for the five (5) trading days preceding the grant date.

Beneficiaries acquire their rights under the PSUs during the third period year following the grant date, based on the total shareholder return (TSR) of Boralex over a three (30 year return cycle calculated as follows:

The cumulative TSR is compared to the following group of companies operating in the same sector as the Corporation:

Nom
Algonquin Power & Utilities Corp.
Brookfield Renewable Energy Partners
Capital Power Corporation
Innergex énergie renouvelable inc.
Northland Power Inc.
Pattern Energy Group Inc.
Transalta Renewables Inc.

Pursuant to the vesting criteria related to these PSUs, vesting of the PSUs is completed based on a multiplier according to the following formula:

Vesting formula
TSR percentile rank	PSU vesting
25th percentile or less	0%
Median	100%
75th percentile or more	150%
100th percentile	200%

Where applicable, there will be interpolation between the return levels. If the cumulative TSR return is negative, PSU vesting will not exceed 100%, regardless of the percentile rank.

On the cash-in date of the PSUs which the beneficiaries are entitled to earn, they receive a cash payment equal to the price of Boralex's shares at that time, multiplied by the number of PSUs vested at that time. If the beneficiaries have not reached their shareholding requirement on that date, they will receive a portion of this value in cash equal to the amount necessary to pay the income taxes payable upon such vesting. The balance will be paid in Class A shares acquired on the market which they must hold until they reach their shareholding requirement.

Benefits and Perquisites

The Corporation's benefits program for employees, including named executive officers, includes life, medical, dental and disability insurance. Perquisites are offered to named executive officers, namely automobile-related benefits. The Corporation did not use benchmarking to determine these benefits. As the Corporation participates in national surveys conducted by compensation consulting firms, it has access to the published data thereby allowing it to ascertain that it offers all its employees, including named executive officers, a benefits program that reflects competitive practices.

Retirement Benefits

The Corporation's group retirement savings plan (the "Retirement Plan"), similar to a defined contribution pension plan, was created to allow the employees, including named executive officers, to accumulate capital for their retirement. The Savings Plan is a combination of a Registered Retirement Savings Plan ("RRSP") and a Deferred Profit Sharing Plan ("DPSP"). Pursuant to the Savings Plan the Corporation pays (i) a basic contribution of 2.25% of the employee's base salary into an RRSP or DPSP, depending on the allowable maximum and, (ii) an additional contribution which varies between 0% and 3% of the employee's base salary depending on the Corporation's profitability in the previous year. These contributions are paid even if the employee does not contribute to the Savings Plan. In addition, if the employee makes a contribution to his or her RRSP, he or she receives, from the Corporation, an additional contribution equivalent to his or hers, varying between 1% and 4.5% of his or her base salary, depending on the employee's seniority. The employee's and the Corporation's contributions are subject to the maximum amount allowed under the Income Tax Act (Canada). Employees opt to invest their contributions and those of the Corporation among one of the available financial products.

In addition, certain employees who were employed by Cascades Inc. (the principal shareholder of Boralex until July 27, 2017) before 1995 kept certain benefits, including a retirement allowance if they retired at age 57 or later. This particular situation applies to two named executive officers, the President and Chief Executive Officer and the Vice President, Development. The retirement allowance is the product obtained by multiplying an amount varying between 2% and 2.5% of the base salary for the calendar year preceding retirement by the number of years of service. As a result, considering their years of service and eligibility, if the President and Chief Executive Officer retired on December 31, 2019, he would have been entitled to a retirement allowance of \$297,250 and the Vice President, Development would have been entitled to a retirement allowance of \$125,700.

Shareholding Requirement for Executive Officers

The Board has approved shareholding requirement guidelines applicable to the named executive officers, who are required to own at least Class A shares of Boralex equal in value to twice the percentage of their annual base salaries used for purposes of determining awards under the Corporation's stock option plan. Share value is determined as at December 31 based on the price of the shares on the TSX on such date or the purchase price of the shares, whichever is higher.

Named executive officers who do not meet the minimum shareholding requirement shall be required to purchase annually shares equivalent in value to 5% of their base salary.

The following table sets out the number of Class A shares of Boralex owned as at December 31, 2019 by each named executive officer, the dollar value of such shares as of such date and whether the named executive officer meets the shareholding requirement as of such date:

Name	Number of Class A shares	Number of DSUs	Total value (\$)	Shareholding requirement (\$)	Satisfaction of requirement
Patrick Lemaire	30,864	9,497	987,230	679,500	Met
Bruno Guilmette	629	n/a	15,385	330,000	Pending
Patrick Decostre	4,665	n/a	114 106	280,800	Pending
Hugues Girardin	7,750	n/a	189,565	145,800	Met
Pascal Hurtubise	2,605	n/a	63,718	129,600	Pending

Performance Graph

The following graph shows the comparison between the cumulative total return of a \$100 investment in Class A shares of Boralex over five years and the cumulative return of the S&P/TSX Composite Index for the same period assuming the dividends were reinvested.

The trend shown by the above performance graph represents growth in 2015, 2016 and 2017, a downturn in 2018 and a growth in 2019.

The following table compares the change in total return for the Corporation's shareholders with the compensation of the named executive officers and the change in the cash flow from operations during the past five fiscal years.

	2015	2016	2017	2018	2019
Change in total shareholder return - BLX-T (%)	12.0	31.5	34.3	(27.5)	43.8
Compensation of named executive officers (in millions of \$)	3.2	3.2	3.1	3.3	3.7
Cash flow from operations (in millions of \$)	132	144	210	208	327
Compensation of named executive officers as a percentage of cash flow from operations (%)	2.4	2.2	1.5	1.6	1.1

Over the same five-year period, the average compensation of the named executive officers, excluding the value of the retirement plan, increased by 3.9% on average par year, compared to a yield of 13.4% on an annualized basis for the shareholder and a return of 33.2% on an annualized basis of the cash flow from operations.

The progression of the compensation of the named executive officers has no direct link to the trend shown in the graph with respect to the Corporation's Class A shares.

The increase or decrease of the Corporation's Class A share price is not a factor considered in determining the compensation of the named executive officers. The share price is, however, taken into account in connection with the vesting criteria of the PSUs according to the amendments made to the Long-Term Incentive Plan. Thus, when the share price decreases, the value of the previously granted options also decreases, which will directly influence the total compensation paid to executive officers.

Chief Executive Officer's Compensation Lookback

The retrospective table for the President and Chief Executive Officer compares the compensation awarded to the President and Chief Executive Officer during each of the last five fiscal years to the actual value of that compensation as at December 31, 2019.

The actual value includes the realized and realizable value of the share-based and option-based awards granted each year as at December 31, 2019:

realized value: cash compensation paid for the year, including salary, short term incentive bonus, payouts of performance share units that have vested, and gains realized from stock options exercised;
realizable value: the value of performance share units and deferred share units that have not vested, and outstanding stock options that were in-the-money.

Exercise	Total direct compensation awarded1 (\$)	Actual value (realized and realizable) as at December 31, 20192 (\$)
2015	1,163,065	1,531,719
2016	1,043,084	1,221,605
2017	1,189,022	1,282,369
2018	1,161,774	1,437,555
2019	1,309,848	1,655,761

1 Total direct compensation awarded includes salary, short-term incentive bonus, share-based awards and option-based awards, as presented in the summary compensation table each year.

2 The actual value (realize and realizable) represents the real value to the Chief Executive Officer compensation awarded each year, realized between the grant date and December 31, 2019 or still realizable on December 31, 2019.

5.3 Summary Compensation Table

The following table shows the total compensation earned by the named executive officers for the financial years ended December 31, 2019, 2018 and 2017.

Name and Principal Position	Year	Salary (\$)	Share Based Awards (\$)	Option based Awards1, 2 (\$)	Non-Equity Incentive Plan Compensation3 (\$) Annual incentive plans	Pension Value4 (\$)	All Other Compensation5 (\$)	Total Compensation (\$)
Patrick Lemaire,	2019	455,102	218,2946	47,848	587,603	64,087	36,000	1,408,934
President and Chief Executive Officer	2018	421,340	160,5727	38,988	540,8748	59,566	24,000	1,245,340
	2017	418,573	151,4129	63,633	555,40410	60,981	20,000	1,270,003
Bruno Guilmette, Vice President and Chief Financial Officer	201911	304,615	65,99512	48,220	–	7,932	282,50013	709,262
	2018	–	–	–	–	–	–	–
	2017	–	–	–	–	–	–	–
Patrick Decostre,	2019	358,56514	87,74012	19,773	14 283,582	15,46814	35,00015	800,128
Vice President and Chief Operating Officer	2018	268,54916	17 40,688	12,341	217,25016, 18	13,59116	–	552,419
	2017	244,10719	20,17420	10,154	214,93019, 21	11,02119	–	500,386
Hugues Girardin,	2019	245,335	60,75212	10,267	191,656	23,164	–	531,174
Vice President, Development	2018	212,253	26,74517	8,053	168,18922	21,473	–	436,713
	2017	209,532	25,47620	12,820	183,78123	20,774	–	452,383
Pascal Hurtubise,	2019	211,746	53,99612	9,126	152,838	17,469	–	445,175
Vice President, Chief Legal Officer and	2018	195,300	20,02817	6,039	135,34324	15,073	–	371,783
Corporate Secretary	201725	162,000	18,19420	9,161	127,29626	13,365	–	330,016

1 Options were granted twice in fiscal 2019 under the Option Plan. Options were granted on March 11, 2019 at an exercise price of \$18.36. These options will vest as to 25% per year as of March 11, 2020 on a cumulative basis. Unexercised options will expire on March 10, 2029. Options were granted on May 16, 2019 at an exercise price of \$18.46. These options will vest to 25% per year as of May 16, 2020 on a cumulative basis. Unexercised options will expire on May 15, 2029. See "Option Plan" on page 37 of this Circular.

2 The well-known Black-Scholes-Merton Model was used to determine the fair value of the options granted given the following assumptions:

	2019	2019	2018	2018
Assumptions	May 16	March 11	November 19	August 20	2017
(i) Risk-free interest rate:	2.11%	2.27%	2.81%	2.65%	2.15%
(ii) Dividend rate:	6.80 %	6.62%	7.18%	5.2%	3.08%
(iii) Expected volatility in the price of shares:	20.46 %	20.00%	18.65%	15.81%	21.12%
(iv) Term:	10 years	10 years	10 years	10 years	10 years
Fair value per option:	\$2.60	\$2.78	\$2.16	\$2.29	\$4.43

3 See "Non-Equity Incentives" on page 27 of this Circular.

4 Amounts shown for fiscal years 2017, 2018 and 2019 represent contributions made by the Corporation under the Retirement Plan. See "Retirement Benefits" on page 30 of this Circular.

5 Perquisites have not been included, as they do not reach the prescribed threshold, that is, \$50,000 or 10% of total salary for the financial year. The amounts appearing in this column represent either the annual retainer paid for the position of director of the Corporation or a special bonus.

6 Represents the portion of Mr. Lemaire's total compensation as a director that was received in the form of DSUs (\$19,000) and an amount of \$199,294 equal to the number of PSUs granted multiplied by the average closing price of the Corporation's Class A shares at the TSX for the 5 trading days immediately preceding the grant date, i.e. \$18.46. These amounts do not constitute cash amounts received. In 2019, Mr. Lemaire received compensation of \$55,000 as director of Boralex, including \$36,000 paid in cash and included under "All Other compensation", and an amount of \$19,000 received in the form of DSUs under the DSU Plan representing 767 DSUs based on the average closing price of Boralex's Class A shares on the TSX for the five trading days preceding the end of the fiscal year, i.e. \$24.77.
7 Represents the portion of Mr. Lemaire's total compensation as director that was received in the form of DSUs (\$31,000) and an amount of \$129,572 equal to the number of PSUs granted multiplied by the average closing price of the Corporation's Class A shares on the TSX for the 5 trading days immediately preceding the grant date, i.e. \$19.04 for the August 20, 2018 grant and \$17.39 for the November 19, 2018 grant. These amounts do not constitute cash amounts received. In 2018, Mr. Lemaire received compensation of \$55,000 as director of Boralex, including an amount of \$24,000 paid in cash and included under "All Other Compensation" and an amount of \$31,000 received in the form of DSUs under the DSU Plan representing 1,864 DSUs based on the average closing price of Boralex's Class A shares on the TSX for the five trading days preceding the end of the fiscal year, i.e. \$16.63.
8 This amount takes into consideration a negative adjustment of \$46,221 made in 2019 to the amount paid in 2018 under the short-term incentive plan.
9 Represents the portion of Mr. Lemaire's total compensation as director that was received in the form of DSUs (\$25,000) and an amount of \$126,412 equal to the number of PSUs granted multiplied by the average closing price of the Corporation's Class A shares on the TSX for the 5 trading days immediately preceding the grant date, i.e. \$22.00. These amounts do not constitute cash amounts received. In 2017, Mr. Lemaire received compensation of \$45,000 as director of Boralex, including an amount of \$20,000 paid in cash and included under "All Other Compensation" and an amount of \$25,000 received in the form of DSUs under the DSU Plan representing 1,075 DSUs based on the average closing price of Boralex's Class A shares on the TSX for the five trading days preceding the end of the fiscal year, i.e. \$23.24.
10 This amount takes into consideration a positive adjustment of \$12,892 made in 2019 to the amount paid in 2018 under the short-term incentive plan.
11 Mr. Guilmette has been with the Corporation since January 14, 2019 and has held the position of Vice President and Chief Financial Officer since that date.
12 Represents an amount equivalent to the number of PSUs granted multiplied by the average closing price of the Corporation's Class A shares on the TSX for the 5 trading days immediately preceding the grant date, i.e. \$18.46. This amount does not constitute a cash amount received.
Represents a \$247,500 bonus paid to Mr. Guilmette following the achievement of objectives determined when he was hired by the Corporation in January and a special bonus of \$35,000 awarded for his tireless efforts in the largest renewable energy refinancing in France, totalling \$1.7 billion. Mr. Guilmette was not eligible to participate in the Corporation's short-term incentive plan in 2019.
A fraction of these amounts were paid in euros and converted into Canadian dollars at the weighted average rate of exchange of the Bank of Canada on December 31, 2019, rounded to C\$1.49/€1.00.
Represents a special bonus awarded for his tireless efforts in the largest renewable energy refinancing in France, totalling \$1.7 billion.
These amounts were paid in euros and converted into Canadian dollars at the weighted average rate of exchange of the Bank of Canada on December 31, 2019, rounded to C\$1.53/€1.00.
Represents an amount equivalent to the number of PSUs granted multiplied by the average closing price of the Corporation's Class A shares on the TSX for the 5 trading days immediately preceding the grant date, i.e. \$19.04 for the August 20, 2018 grant and \$17.39 for the November 19, 2018 grant. This amount does not constitute a cash amount received.
This amount takes into consideration a negative adjustment of \$19,279 made in 2019 to the amount paid in 2018 under the short-term incentive plan.
These amounts were paid in euros and converted to Canadian dollars at the weighted average rate of exchange of the Bank of Canada on December 31, 2017, rounded to C\$1.47/ €1.00.
Represents an amount equivalent to the number of PSUs granted multiplied by the average closing price of the Corporation's Class A shares on the TSX for the 5 trading days immediately preceding the grant date, i.e. \$22.00. This amount does not constitute a cash amount received.
This amount takes into consideration a positive adjustment of \$4,902 made in 2018 to the amount paid in 2017 under the short-term incentive plan.
This amount takes into consideration a negative adjustment of \$18,511 made in 2019 to the amount paid in 2018 under the short-term incentive plan.
This amount takes into consideration a positive adjustment of \$4,107 made in 2018 to the amount paid in 2017 under the short-term incentive plan.
This amount takes into consideration a negative adjustment of \$9,667 made in 2019 to the amount paid in 2018 under the short-term incentive plan.
Mr. Hurtubise was appointed Vice President, Chief Legal Officer and Corporate Secretary effective June 26, 2017.
This amount takes into consideration a positive adjustment of \$3,744 made in 2018 to the amount paid in 2017 under the short-term incentive plan.

5.4 Incentive Plan Awards

Outstanding Option-Based or Share-Based Awards

The following table shows all outstanding option-based awards for each named executive officer for the financial year ending December 31, 2019:

		Option-based awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price (\$)	Option Expiration Date	Value of unexercised in-the-money Options1 (\$)
Patrick Lemaire	45,718	12.90	May 5, 2024	528,500
	43,371	13.87	May 4, 2025	459,299
	36,942	16.65	May 9, 2026	288,517
	14,364	22.00	Aug. 16, 2027	35,335
	16,597	19.04	Aug. 19, 2028	89,956
	454	17,39	Nov. 18, 2028	3,210
	18,403	18.46	May 15, 2029	110,418
Bruno Guilmette	8,987	18.36	March 10, 2029	54,821
	8,937	18.46	May 15, 2029	53,622
Patrick Decostre	10,750	10.29	May 6, 2023	152,328
	10,072	12.90	May 5, 2024	116,432
	8,671	13.87	May 4, 2025	91,826
	8,479	16.65	May 9, 2026	66,221
	2,292	22.00	Aug. 16, 2027	5,638
	3,946	19.04	Aug. 19, 2028	21,387
	1,530	17.39	Nov. 18, 2028	10,817
	7,605	18.46	May 15, 2029	45,630
Hugues Girardin	6,940	13.87	May 4, 2025	73,495
	7,285	16.65	May 9, 2026	56,896
	2,894	22.00	Aug. 16, 2027	7,119
	3,344	19.04	Aug. 19, 2028	18,124
	183	17.39	Nov. 18, 2028	1,294
	3,949	18.46	May 15, 2029	23,694
Pascal Hurtubise	2,068	22.00	Aug. 16, 2027	5,087
	2,390	19.04	Aug. 19, 2028	12,954
	262	17.39	Nov. 18, 2028	1,852
	3,510	18.46	May 15, 2029	21,060

1 The value of unexercised in-the-money options at financial year-end is the difference between the closing price of the Class A shares of the Corporation on December 31, 2019 on the Toronto Stock Exchange (\$24.46) and the exercise price. This value has not been, and may never be, realized. The actual realized gains, if any, on exercise will depend on the value of the Class A shares of the Corporation on the date of option exercise.

Option exercises in 2019

The following table presents the gains made by the named executive officers following exercise of options during the 2019 fiscal year:

Name	Gains (\$)
Patrick Lemaire	3,517,629
Bruno Guilmette	–
Patrick Decostre	–
Hugues Girardin	81,814
Pascal Hurtubise	–

	Share-based awards
Name	Unvested shares or units (#)	Performance cycle	Market or payout value of share based awards that have not vested 1 (\$)	Market or payout value of vested share-based awards not paid or distributed2 (\$)
Patrick Lemaire	–	January 1, 2017 to December 31, 2019	–	116 692
	6,639	January 1, 2018 to December 31, 2020	162,390	–
	182	January 1, 2018 to December 31, 2020	4,452	–
	10,796	January 1, 2019 to December 31, 2021	264,070	–
Bruno Guilmette	3,575	January 1, 2019 to December 31, 2021	87,445	–
Patrick Decostre	–	January 1, 2017 to December 31, 2019	–	18 623
	1,578	January 1, 2018 to December 31, 2020	38,598	–
	612	January 1, 2018 to December 31, 2020	14,970	–
	4,753	January 1, 2019 to December 31, 2021	116,258	–
Hugues Girardin	–	January 1, 2017 to December 31, 2019	–	23 517
	1,338	January 1, 2018 to December 31, 2020	32,727	–
	73	January 1, 2018 to December 31, 2020	1,786	–
	3,291	January 1, 2019 to December 31, 2021	80,498	–
Pascal Hurtubise	–	January 1, 2017 to December 31, 2019	–	16 795
	956	January 1, 2018 to December 31, 2020	23,384	–
	105	January 1, 2018 to December 31, 2020	2,568	–
	2,925	January 1, 2019 to December 31, 2021	71,546	–

1 The value of unvested PSUs was calculated assuming a percentile ranking of total shareholder return equal to the median of the peer group, i.e. assuming the PSUs will be fully vested. This value has not been, and may never be, realized.

2 The value of vested PSUs is based on the average price of the Corporation's Class A shares on the Toronto Stock Exchange for the 5 days preceding December 31, 2019, being \$ 24.77.

Incentive Plan Awards

The following table indicates the value vested or the value earned by the named executive officers under the incentive plans of the Corporation during the year ended December 31, 2019.

	Option-based awards	Share-based awards
Name	Value vested during the year1 (\$)	Value vested during the year2 (\$)	Non-equity incentive plan compensation – Value earned during the year3 (\$)
Patrick Lemaire	73,984	218,2944	588,604
Bruno Guilmette	–	–	–
Patrick Decostre	17,919	18,623	283,8235
Hugues Girardin	12,977	23,517	191,656
Pascal Hurtubise	1,394	16,795	152,838

1 Value of gains that could have been made on the options granted under the Long-Term Incentive Plan whose rights have been acquired during the year ended December 31, 2019. These awards all vest over four years at 25% per year following the year of the grant, on a cumulative basis. Unexercised options expire 10 years after the date of grant. See "Option Plan" on page 37 of this Circular. Gains that could have been made are calculated by determining the difference between the closing price of Class A shares for each date of acquisition of option grants in 2019 and the exercise price. This value has not been, and may never be, realized. Any actual gain realized, if any, will depend on the value of Class A shares of the Corporation at the date of the exercise of the Options.

2 The value of the vested PSUs is based on the average price of the Class A shares of the Corporation on the Toronto Stock Exchange for the 5 days preceding December 31, 2019, being \$ 24.77.

3 See Section 5.3 "Summary Compensation Table" on page 323 of this Circular.

4 Represents an amount of \$199,294 equivalent to the value of the vested PSUs based on the average price of the Corporation's Class A shares on the Toronto Stock Exchange for the 5 days preceding December 31, 2019, i.e. \$24.77, and the portion of the annual base fee paid in the form of DSU, being \$19,000. This value of \$19,000 has not yet been realized. Any actual gain, if any, will depend on the value of the Class A shares of the Corporation on the termination date of Mr. Lemaire.

5 Part of this amount was paid in euros and converted into Canadian dollars at the weighted average rate of exchange of the Bank of Canada on December 31, 2019, rounded to C\$1.49/€1.00.

The following table presents the depletion rate of options and PSUs:

	2019	2018	2017
Option expiration rate	0.07 %	0.05%	0.05%
PSU depletion rate	0.03 %	0.02%	0.02%

Option Plan

Pursuant to the terms and conditions of the Option Plan, the Corporation may grant options to purchase its Class A shares, each such option to have an exercise price equal to the prevailing Market Price (as defined below). In compliance with sections 613(d) and (g) of the rules of the Toronto Stock Exchange (the "TSX"), disclosure of the following information is provided to shareholders as at March 8, 2020:

Eligible participants under the Option Plan are senior executives and key employees of the Corporation or its subsidiaries.
The total number of Class A shares of the Corporation that may be issued under the Option Plan is 4,500,000, or 4.7% of the issued and outstanding Class A shares as at March 8, 2020. Of these, 2,925,015 shares were issued following the exercise of options and 1,574,985 are reserved for future issuance. The number of outstanding options granted under the Option Plan is 311,982, or approximately 0.3% of the total number of outstanding shares of the Corporation as at March 8, 2020. Any option which has expired may nevertheless be subject to future options granted under the Option Plan.
During the fiscal year ended December 31, 2019, the Corporation granted executive officers a total of 64,530 options representing 0.06% of the aggregate number of Class A shares outstanding as at December 31, 2019, and 340,938 options were exercised.
The aggregate number of Class A shares of the Corporation which may be reserved for issuance to insiders of the Corporation at any time under the Long-Term Incentive Plan and any other equity-based compensation plan of the Corporation is limited to 10% of the aggregate number of outstanding Class A shares of the Corporation. The aggregate number of Class A shares of the Corporation issued to insiders of the Corporation within any one-year period under the Long-Term Incentive Plan and any other equity-based compensation plan of the Corporation is limited to 10% of the aggregate number of outstanding Class A shares of the Corporation.
The exercise price of each option is equal to the prevailing market price of the Class A shares. The "Market Price" is established based on the average closing price of the Class A shares on the TSX for the five trading days immediately preceding the grant date. If the grant date of an option occurs during a blackout period or within the five (5) trading days following the end of a blackout period, the grant date shall be deemed to occur on the sixth (6th) trading day following the end of the blackout period.
At its meeting on March 2, 2017, in accordance with the recommendation of its Human Resources Committee, Boralex's Board of Directors approved certain amendments of a housekeeping nature to the Option Plan, including (1) specifying that the Human Resources Committee may amend the terms and conditions of the Plan applicable in case of termination of employment, death or retirement of a participant, provided such an amendment does not in any way adversely affect the vested rights of a participant as regards options granted prior to the date of the amendment; (2) changing the name of the Option Plan to "Long-Term Incentive Plan" and other amendments to reflect the creation of PSUs which will be governed by the same plan.
The Board sets the terms and conditions to grant and exercise options (which may vary between options). Pursuant to the conditions governing the exercise of options granted since May 2004, a holder of such options may exercise up to 25% of said options per year, on a cumulative basis, as of the first anniversary of the grant date.
Each option, unless terminated earlier, expires at the date determined by the Board at the time of the grant of such option, but in any event, no later than 10 years after the date of such grant. However, if the expiration date of an option occurs during a blackout period or within 10 business days before a blackout period imposed by the Corporation, this expiry date will automatically be extended by 10 business days after the end of the blackout period.
If the employment of an option holder ceases for any reason whatsoever, including death or permanent disability, but excluding a dismissal for cause, the option holder or his heirs have three months from the date of termination to exercise vested options, unless the Board decides otherwise. A change of employment with the Corporation or its subsidiaries has no impact on the options.
Options cannot be assigned.
In case of (1) a merger, amalgamation, consolidation, reorganization or arrangement of the Corporation with or into another corporation (other than a merger, amalgamation, consolidation, a reorganization or arrangement of the Corporation with one or more of its related entities), (2) the acquisition of all or substantially all of the outstanding shares by way of a take-over bid, (3) the sale of all or substantially all of the Corporation's assets or (4) any other acquisition of the Corporation's business as determined by the Board (each a "Corporate Event"), the Board may in its sole discretion (but subject to obtaining the prior approval of the TSX, if required by rules, regulations and policies of the TSX) and without any action or consent of the participants, take all

action or combinations of measures described in the Option Plan in respect of options, including, without limitation (1) the continuation or assumption of outstanding options by the acquirer, (2) the substitution of options for options and/or shares and/or other securities of the acquirer, (3) the substitution of options with cash incentive program of the acquirer or (4) the acceleration of the vesting and the right to exercise such options at a date prior to or on the date of the Corporate Event.

Any modification to the Option Plan or to any options that have been granted but not exercised must be made in accordance with the rules and policies of the TSX and is subject to all required approvals.
In addition, the Board may not, without shareholder approval, make the following amendments to the Option Plan, including: (i) increasing the maximum number of shares issuable; (ii) any amendment to the method of determining the option price of any option granted under the Option Plan; (iii) any extension beyond the original expiry date of an option held by an option holder (unless it is the extension of 10 business days after a blackout period); and (iv) the addition of any form of financial assistance or alteration of a provision regarding financial assistance that would make it more beneficial to the Option Plan participants.
Subject to obtaining the prior approval of the TSX in the case of amendments to the options, where required by the rules of the TSX, other than those described in the above paragraph, the Corporation may make any other amendment to the Plan that it considers appropriate without shareholder approval pursuant to the detailed amendment provision of the Plan, including, without limiting the generality of the foregoing: (1) amendments in connection with the splitting, consolidation or reclassification of shares or the payment of a share dividend by the Corporation (except in the normal course) or any other change in its share capital; (2) amendments of a housekeeping nature or amendments to clarify the terms and conditions of the Plan; (3) amendments to the eligibility criteria or the mode of administration of the Plan; (4) amendments to the granting or exercise provisions of the options; (5) any amendment required or useful to ensure compliance of the Plan with the laws, rules and regulations of government agencies, departments, organisations or authorities and the rules of the TSX; (6) amendments to suspend or terminate the Plan.
The Corporation does not provide financial assistance to participants of the Option Plan in order to enable them to acquire Class A shares of the Corporation.

Share Purchase Plan

The Corporation offers its Canadian employees, including named executive officers and directors, a Class A share purchase plan. The maximum percentage of the base salary which executive officers may contribute, on a voluntary basis, is 10%. To the extent certain criteria is met, the Corporation matches 25% of the executive officer's contribution. As for the directors, they may, on a voluntary basis, contribute up to a maximum of 5% of their fees without any contribution by the Corporation.

Information on Equity Based Compensation Plans

The table below sets out, as of December 31, 2019, certain information concerning the Corporation's Long-Term Incentive Plan, the Corporation's only compensation plan pursuant to which equity securities of the Corporation may be issued. A description of the Long-Term Incentive Plan is given on page 29 of this circular.

Plan Category	Number of Shares to be Issued on the Exercise of Outstanding Options, Warrants or Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (\$)	Number of Shares Remaining to be Issued under Equity Based Compensation Plans (Excluding the Shares in the First Column)
Equity Based Compensation Plans Approved by Securityholders	312,213	16.29	1,263,003
Equity Based Compensation Plans Not Approved by Securityholders	None	–	None
TOTAL	312,213	16.29	1,263,003

5.5 Group Retirement Savings Plan

The following table presents the accumulated value of the named executive officers group retirement savings plan for the financial year ended December 31, 2019:

Name	Accumulated value at start of year (\$)	Compensatory Amount (\$)	Accumulated value at year-end (\$)
Patrick Lemaire	589 277	64 087	731 589
Bruno Guilmette	–	7 933	9 439
Patrick Decostre	124 6681	15 4681	144 0201
Hugues Girardin	596 513	23 164	707 527
Pascal Hurtubise	197 196	17 469	258 479

1 The savings plan in the jurisdiction of France of Patrick Decostre differs from the savings plan the Corporation offers to its Canadian employees. The Corporation pays 2.5% of the employee's annual gross salary into a non-discretionary supplemental savings plan. Therefore, parts of these amounts were paid in euros and converted into Canadian dollars at the weighted average rate of exchange of the Bank of Canada on December 31, 2019, rounded to C\$1.49/€1.00.

5.6 Termination and Change of Control Benefits

The contracts of employment with each of the named executive officers are for an indeterminate term and provide for obligations of confidentiality that apply indefinitely. All the contracts of employment of the named executive officers also contain clauses restricting competition and solicitation during employment and for a period of 12 months following termination of employment (24 months in the case of the President and Chief Executive Officer).

The Corporation may terminate a named executive officer's contract of employment at any time for serious grounds without prior notice. It may also terminate an executive officer's employment at its discretion. A named executive officer may also terminate his or her contract of employment at any time upon prior written notice of 45 days.

If dismissed on serious grounds, the named executive officer is not entitled to any payment other than the sums which the Corporation must pay him or her under the law, in particular, any salary earned and unpaid on the termination date, any amount owing under the short-term incentive plan and all accumulated and unpaid vacation time.

If the Corporation terminates the employment of a named executive officer at its discretion and other than for serious grounds, he or she is entitled to:

any salary earned and unpaid on the employment termination date;
an indemnity equal to (i) 6 months of the base salary in effect on the employment termination date (12 months in the case of the President and Chief Executive Officer), plus (ii) 1 month per year of service, the whole up to a maximum total of 24 months (the "Severance Period");
in the case of the Vice President and General Manager, Boralex Europe, the foregoing indemnity is replaced with an indemnity equal to (i) 1 month of base salary in effect on the employment termination date, plus (ii) 1 month

per year of service, the whole up to a maximum total of 24 months, and (iii) an indemnity equal to 50% of the base salary in effect on the employment termination date;

a lump sum cash payment equal to (i) 6 months of the short-term incentive plan (12 months in the case of the President and Chief Executive Officer), plus ii) 1 month per year of service up to a maximum total of 24 months. The payment will be calculated using the average of the sums paid to the executive officer under such plan during the 36 months preceding the employment termination date;
an amount representing any additional bonus earned and unpaid on the employment termination date, including any amount owed under the short-term incentive plan since the first payment under that plan during the year in question. The payment will be calculated pro rata to the number of days between the reference date of July 1st and the employment termination date. It assumes that the actual available cash flows for the year will be equal to the budgeted available cash flows for the said year;
the continuation of the medical, dental and life insurance coverage under the group insurance plan for a period equal to the Severance Period, starting on the employment termination date and ending at the end of the Severance Period or until such date on which the named executive officer commences new employment or engages in another gainful activity, whichever event occurs first;
exercise the stock options vested on the termination date and be paid the share units that have vested but are unpaid on the employment termination date in accordance with the terms and conditions of the Long-term Incentive Plan;
use the Corporation's vehicle in his or her possession for a period of 1 month (24 months in the case of the President and Chief Executive Officer) following the termination date or until the date on which the named executive officer commences new employment or engages in another gainful activity, whichever event occurs first;
executive placement consulting services for a period of 12 months paid by the Corporation.

If the Corporation terminates the employment of a named executive officer (including constructive dismissal) within 30 days of a Change of Control of the Corporation, he or she is entitled to all benefits described above in case of termination at the Corporation's discretion other than for serious grounds, provided that the Severance Period will be (i) 12 months of base salary instead of 6 (18 months in the case of the President and Chief Executive Officer), plus (ii) 1 month per year of service up to a maximum total of 24 months.

"Change of Control of the Corporation" means the occurrence of any one of the following, resulting from any one or a series of related transactions:

a person or entity or a group of related persons or entities acting jointly or in concert become the beneficiaries, directly or indirectly, of fifty percent (50%) or more of the issued and outstanding securities of the Corporation giving control over the Corporation; or
the Corporation sells all or substantially all of its assets; or
the shareholders of the Corporation approve a plan or a proposal for the winding-up or dissolution of the Corporation.

Should the President and Chief Executive Officer retire, resign or otherwise voluntarily terminate his employment, provided he remains available to assist the Corporation on an ad hoc basis on specific mandates as reasonably required by the Board of the Corporation for 24 months following the termination of his employment, he shall be entitled to:

any salary earned and unpaid on the employment termination date;
an employment severance pay equal to 24 months of salary in effect on the termination date;
in the case of the Vice President and General Manager, Boralex Europe, the foregoing indemnity is replaced with an indemnity equal to (i) 1 month of base salary in effect on the employment termination date, plus (ii) 1 month per year of service, the whole up to a maximum total of 24 months, and (iii) an indemnity equal to 50% of the base salary in effect on the employment termination date;
a lump sum cash payment equal to 24 months of the short-term incentive plan. The payment will be calculated using the average amounts paid to the President and Chief Executive Officer under that plan during the 36 months preceding the employment termination date;
an amount representing any additional bonus earned and unpaid on the employment termination date, including any amount owed under the short-term incentive plan since the first payment under that plan during the year in question. The payment will be calculated pro rata to the number of days between the reference date of July 1st and the employment termination date and assume that the actual available cash flows for the year will be equal to the budgeted available cash flows for the said year;
the continuation of the medical, dental and life insurance coverage under the group insurance plan for a period of 24 months, starting on the employment termination date and ending at the end of said period or until such date on which the President and Chief Executive Officer commences new employment or engages in another gainful activity, whichever event occurs first;
exercise the stock options vested on the termination date and be paid the share units that have vested but are unpaid on the termination date in accordance with the terms and conditions of the Long-term Incentive Plan;

use the Corporation's vehicle in his possession for a period of 24 months following the termination date or until the date on which the President and Chief Executive Officer commences new employment or engages in another gainful activity, whichever event occurs first.

In the event the employment of the President and Chief Executive Officer ends owing to his death, his succession is entitled to the benefits described above in case of retirement, resignation or other voluntary termination, except for maintenance of the insurance coverage. In the event the employment of any other named executive officer ends owing to his or her death, his or her succession is entitled to:

any salary earned and unpaid upon death;
an amount representing any additional bonus earned and unpaid upon death, including any amount owed under the short-term incentive plan since the first payment under that plan during the year in question. The payment will be calculated pro rata to the number of days between the reference date of July 1st and the employment termination date and assume that the actual available cash flows for the year will be equal to the budgeted available cash flows for the said year; and
exercise the stock options vested upon death and be paid the share units that have vested but are unpaid on the termination date in accordance with the terms and conditions of the Long-term Incentive Plan.

Estimated cash amount

The following table sets out the estimated cash amount owed to each named executive officer with an employment agreement as of the date of this Circular, and all other benefits to which they would be entitled if the Corporation had terminated their employment at its discretion as of December 31, 2019 other than for serious grounds:

		Termination other than for serious grounds				Termination following a Change of Control of the Corporation
	Cash payment for base salary (\$)1	Cash payment for short-term incentive plan (\$)2	Cash payment for additional awards (\$)	Other benefits (\$)3	Total value (\$)	Cash payment for base salary (\$)1	Cash payment for short-term incentive plan (\$)2	Cash payment for additional awards (\$)	Other benefits (\$)3	Total value (\$)
Patrick Lemaire4	906,000	1,101,026	–	13,384	2,020,410	906,000	1,101,026	–	13,384	2,020,410
Bruno Guilmette	330,000	–	282,500	5,125	617,625	330,000	–	282,500	5,125	617,625
Patrick Decostre5	702,000	669,261	35,000	12,5726	1,418,833	702,000	669,261	35,000	12,5726	1,418,833
Hugues Girardin	486,000	354,687	–	12,246	852,933	486,000	354,687	–	12,246	852,933
Pascal Hurtubise	370,226	268,498	–	8,957	647,680	432,000	313,298	–	8,957	754,254

1 Determined according to the base salary of the named executive officer for the fiscal year ended December 31, 2019 and the number of years of service as of December 31, 2019.

2 Determined based on the product: (i) of the number of months included in the Severance Period; and (ii) of the average amount of the bonus that was paid to him or her under the short-term incentive plan during the 36 months preceding the termination date, calculated on a monthly basis.

3 Estimated cost of maintaining the group insurance and benefits provided for in the contract of employment during the Severance Period.

4 Mr. Patrick Lemaire, President and Chief Executive Officer, will also receive the amounts shown above in case of death, voluntary termination, resignation or retirement provided he remains available to assist the Corporation on an ad hoc basis on specific mandates as reasonably required by the Board of the Corporation within 24 months following the termination of his employment.

5 A fraction of these amounts were converted into Canadian dollars at the weighted average rate of exchange of the Bank of Canada on December 31, 2019, rounded to C\$1.49/€1.00.

6 Includes an indemnity equal to 50% of the base salary of Mr. Decostre to compensate, pursuant to French legislation and regulations, the existence of a noncompetition clause in his employment agreement. The indemnity payable in cash in connection with Mr. Decostre's base salary is less than for the other executives so as to ensure fairness in the application of their respective indemnity plans.

5.7 Policy respecting the recovery of compensation paid to executives

On December 14, 2017, the Board of Directors adopted a policy respecting the recovery of compensation paid to executives affecting future grants which will be made under the Corporation's short-term incentive plan and Longterm Incentive Plan after December 31, 2017. The policy, which applies to all executives, provides that the Board has complete discretion, insofar as applicable laws allow and the Board considers it in the Corporation's best interests to do so, to require under certain circumstances the full or partial reimbursement of the annual incentive compensation paid to an executive. The Board may ask an executive or former executive to reimburse all or part of his or her incentive compensation when the following conditions are met:

a) The incentive compensation was calculated based on or subject to certain financial results of Boralex which were subsequently changed due to the reworking of all or part of its financial statements;
b) The executive committed a gross or deliberate fault or fraud which required the reworking of the financial statements; and
c) The incentive compensation which would have been allocated to the executive or the benefit he or she would have received would have been less than what he or she actually received if the financial results had been properly stated.

The recovery policy does not limit Boralex's right to take other steps allowed by applicable laws regarding its employees, including dismissal.

Statement of Corporate Governance Practices

Governance is the process and structure the Corporation uses to manage and direct its business affairs and activities in order to reach its objectives. The shareholders elect the directors who are responsible for overseeing the operations of the Corporation and the management of its business in accordance with their fiduciary duties.

The Nominating and Corporate Governance Committee assists the Board of Directors in supervising the development of corporate governance policies and practices of the Corporation and to assess the efficiency of the Board and its committees as well as the contribution by each director. The Nominating and Corporate Governance Committee strives to comply with the highest corporate governance standards by monitoring all changes made to corporate governance practices and regulatory requirements and by regularly assessing the corporate governance policies and practices of the Corporation. The role, mandate and rules of operation of the Board of Directors and its committees are set out in the Corporation's Governance Manual, which was officially approved by the Board on August 7, 2012 and was last amended on February 28, 2019. Boralex's Governance Manual is available on the Corporation's website at www.boralex.com under Investors.

In 2005, the Canadian Securities Administrators adopted National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 - Corporate Governance Guidelines (the "Governance Policy"). The Governance Policy provides guidance on governance practices to Canadian issuers, while NI 58-101 requires issuers to make prescribed disclosure regarding their own governance practices.

6.1 Board of Directors

Role of the Board of Directors

The Board's role is to oversee, control and assess the management of Boralex's business activities and internal affairs in the paramount interests of the Corporation and its shareholders. Management's role is to direct Boralex's daily activities in order to meet this objective. The Board assumes the duties and responsibilities outlined in detail in its written mandate which is reviewed annually by the Nominating and Corporate Governance Committee and approved by the Board. See Schedule A of this Circular for the mandate. The Board assumes its duties and responsibilities directly or through four standing committees. Within the framework of its managerial responsibilities, the Board shares its opinion on important business issues with management and is responsible, among other things, for the following main aspects:

Strategic planning

The Corporation's management team reviews Boralex's strategic orientation on a yearly basis. This helps to identify opportunities and risks and to establish long-term capital planning. The Board reviews and approves the strategic planning every year.

Succession planning

One of the main responsibilities of the Human Resources Committee is to make sure that a detailed succession plan for executive officers is in place. To do this, members of the Human Resources Committee meet at least once a year with the President and Chief Executive Officer to review and update the succession plan regarding executive officers, including the President and Chief Executive Officer.

Risk oversight

The Board is responsible for ensuring that a process to identify and assess the main risks associated with Boralex's activities is in place and to oversee the implementation of appropriate risk management systems. The objective of these processes is to reduce but not eliminate the risks. Generally, a significant risk means that an event could possibly occur that might have an adverse effect on the Corporation's financial position, activities or reputation. Boralex's significant risks were identified and a risk oversight program was developed. The oversight of certain risks by this program was delegated to certain Board committees to ensure that these risks are handled with the utmost expertise, appropriate attention and diligence. The committees notify the Board of their work in this respect in the normal course of business.

Processes were implemented to enable the Board to identify and monitor Boralex's main risks

Standing Committees of the Board of Directors

The Board of Directors has five standing committees: the Audit Committee, Nominating and Corporate Governance Committee, Human Resources Committee, Environment, Health and Safety Committee and Investment and Risk Management Committee. It is up to the Chair of the Board, in conjunction with the Nominating and Corporate Governance Committee, to recommend to the Board the members and chairs of the different committees. The members of each committee are selected according to their skills and abilities so that the committees are able to properly discharge the responsibilities entrusted to them by the Board. The committees are comprised solely of independent directors. In addition, all the members of the Audit Committee meet the most stringent requirements regarding the independence of audit committee members pursuant to Regulation 52-110 respecting Audit Committees. Also, in 2019, no member of the Audit Committee accepted, directly or indirectly, any remuneration for consulting or advisory services or remuneration from Boralex other than his or her compensation as director. For each of these committees, the Board has adopted a mandate that outlines their roles and responsibilities. The Board reviews the wording of these mandates on a yearly basis. The text of the Audit Committee mandate is attached as Schedule A to Boralex's Annual Information Form for the fiscal year ended December 31, 2019 which may be consulted on Boralex's website at www.boralex.com or on SEDAR at www.sedar.com. A summary of the mandate of each committee is presented below. The Board has also prepared a written position description for the chair of each committee. The responsibilities of the chair of each Board committee appear in Schedule F to this Circular.

Audit Committee	Nominating and Corporate Governance Committee	Human Resources Committee	Environment, Health and Safety Committee	Investment and Risk Management Committee
The mandate of the Audit Committee is to help the Board of Directors oversee:	The mandate of the Nominating and Corporate Governance Committee is to help the Board of Directors oversee:	The mandate of the Human Resources Committee is to help the Board of Directors oversee:	The mandate of the Environment, Health and Safety Committee is to help the Board of Directors oversee:	The mandate of the Investment and Risk Management Committee is to help the Board of Directors oversee:
• the quality and integrity of Boralex's financial statements and related information • Boralex's compliance with the applicable requirements provided by law and regulations • the auditor's independence, qualifications and appointment • the auditor's performance • compliance with the internal and financial control systems developed by Boralex	• the development and implementation of Boralex's governance guidelines • the identification of individuals having the requisite skills to become members of the Board • the composition of the Board of Directors and its committees • the development of a process to assess the Board, the directors and the Board's committees and ensure its enforcement • the adoption of policies on the conduct of business, ethics, training of directors and other matters	• the compensation, appointment and assessment of executive officers • the succession planning of executive officers • the review and recommendation of the compensation to be paid to directors of Boralex	• the development and enforcement of environmental, health and safety policies, procedures and guidelines • the assessment of environmental, health and safety practices	• the investment strategies, transactions and proposed transactions to ensure they are in line with the strategic plan • the management of risks and resources related to investment strategies, transactions and proposed transactions • reporting on the implementation of investment strategies and on the retrospective analysis of transactions and proposed transactions

Director independence

The Nominating and Corporate Governance Committee and the Board annually examine the independence of each director within the meaning of NI 58-101 that refers to the definition of "independence" set out under section 1.4 of Regulation 52-110 respecting Audit Committees. "An audit committee member is independent if he or she has no direct or indirect material relationship with the issuer". That includes a relationship which, in the opinion of the Board, could reasonably interfere with the exercise of a director's independent judgment. To determine if a director is independent, the Board relies on the information provided by the directors regarding their personal and professional situation. The Board is of the opinion that 9 of the 10 nominees proposed by management for election to the Board of Directors are independent.

9 of the 10 nominees for election as directors are independent

The non-independent nominee is:

Name	Reason for non-independence
P. Lemaire	President and Chief Executive Officer of the
	Corporation as well as director and shareholder
	of R.S.P. Énergie Inc., a corporation whose
	assets are managed by Boralex under a
	management contract.

Chair of the Board

The Board has prepared a written position description for the Chair of the Board. See Schedule G to this Circular for the responsibilities of the Chair.

President and Chief Executive Officer

The Board has prepared a written position description for the President and Chief Executive Officer. See Schedule H to this Circular for the responsibilities of the President and Chief Executive Officer.

Closed-door meeting

In 2019, the independent directors met systematically without the presence of non-independent directors and members of management after each regular and special meeting of the Board of Directors. These meetings were chaired by the Chair of the Board. During the fiscal year ended December 31, 2019, the independent directors held 10 closed-door meetings. In addition, a special closed-door meeting, reserved exclusively for independent directors, is also held at least once a year.

Moreover, committees of the Board of Directors are entirely composed of independent directors and they meet systematically without the presence of management after each regular and special meeting of the committees.

A closed-door meeting of independent directors follows each regular and special meeting of the Board of Directors and the Committees

Attendance at Board and standing committee meetings

The following table presents the record of the directors' attendance at meetings of the Board and of its standing committees as well as the number of Board and standing committee meetings held during the fiscal year ended December 31, 2019.

Name	Board meetings	Audit Committee	Nominating and Corporate Governance Committee	Environment, Health and Safety Committee	Human Resources Committee	Investment and Risk Management Committee	Total
A. Courville1	6/6	3/3	2/2	–	–	–	100%
L. Croteau	10/10	5/5 (chair)	–	–	–	5/5	100%
G. Deschamps	10/10	–	–	4/4	–	5/5	100%
A. Ducharme	9/10	–	–	4/4	7/7 (chair)	–	100%
M.-C. Dumas2	6/6	–	–	–	4/4	3/3	100%
M. Giguère	10/10	–	7/7	4/4	1/1	–	100%
E. H. Kernaghan	10/10	5/5	7/7 (chair)	–	–	–	100%
P. Lemaire	10/10	–	–	–	–		100%
Y. Rheault	9/10	–	–	–	7/7	5/5 (chair)	95%
A. Rhéaume	10/10	–	–	–	–	–	100%
M. Samson-Doel3	4/5	2/2	–	–	3/3	–	90%
P. Seccareccia4	4/5	2/2	–	–	–	–	86%
D. St-Pierre	10/10	1/1	7/7	4/4 (chair)	–		100%
TOTAL	96%	100%	100%	100%	100%	100%	98%

1 Mr. André Courville was elected as a director of Boralex on May 8, 2019.

2 Ms. Marie-Claude Dumas was elected as a director of Boralex on May 8, 2019.

3 Ms. Michelle Samson-Doel is no longer a director of Boralex since May 8, 2019.

4 Mr. Pierre Seccareccia is no longer a director of Boralex since May 8, 2019.

6.2 Ethical business conduct

Code of Ethics

In 2018, in order to continue promoting an ethical business culture, the Board of Directors reviewed and updated the Code of Ethics that clearly outlines the Corporation's mission and values. The Code of Ethics which applies to the Corporation's directors, officers, employees and consultants sets out the general principles that govern acceptable conduct in all the relationships they maintain toward one another, customers, suppliers, providers, partners and communities where the Corporation does business. The Code of Ethics is available on the Corporation's website at www.boralex.com and on the SEDAR website at www.sedar.com.

In 2019, the mandatory training program was review and updated. 100% of the directors, officers, and employees answered an e-form questionnaire. This questionnaire is completed every three years. Moreover, all new directors, officers and employees must take this training when hired. As part of this program, a person must fill out the questionnaire and achieve a minimum score of 100%, otherwise she or he is required to redo the questionnaire. After three failures, a person must meet his or her supervisor to ensure a good understanding of the Code of Ethics.

Furthermore, a confidential reporting mechanism is in place in order to allow the disclosure of any conduct breaching the Code of Ethics without any fear of reprisals. The mechanism chosen by the Corporation is an ethics telephone line accessible 24 hours a day, 7 days a week. Pursuant to the complaint-handling procedure, all complaints received are communicated to the individual designated by the Corporation and to the chair of the Audit Committee.

In 2019, all the directors and named executive officers confirmed that they would abide by and comply with Boralex's Code of Ethics. The Board has not exempted any director or executive officer from complying with the Code of Ethics. Accordingly, no material change report has been filed in this respect.

The directors are informed of their obligation to disclose conflicts of interest and the Board ensures that no director takes part in the discussion of a topic with respect to which the director has a material interest or exercises his or her voting right in this respect.

Procedures to handle complaints regarding accounting, internal accounting controls, audit or any other irregularity of a financial nature.

The Audit Committee has established procedures regarding the receipt, retention and treatment of complaints received by the Corporation about:

accounting, internal accounting controls, audit and any other irregularity of a financial nature;
any indication tending to show that an activity might constitute fraud, a deliberate error, a false or misleading statement, or a violation of laws or regulations respecting accounting, internal accounting controls or audit.

Disclosure policy

The Board adopted a disclosure policy to manage the Corporation's communications with the financial community, the media and the public in general. This policy ensures that the Corporation's communications are timely, exact and widely disseminated in accordance with the laws in effect. The policy establishes guidelines to verify the accuracy and completeness of the information disclosed to the public and other directives on various issues including material information, press releases, telephone conferences, electronic communications and rumours.

Auditor independence policy

The Audit Committee has implemented an external auditor independence policy which governs all the aspects of Boralex's relationship with its external auditor, including:

the establishment of a process to determine if various audit and other services rendered by the external auditor compromise its independence;
the determination of the services which the external auditor may or may not render to the Corporation and its subsidiaries;
the pre-approval of all services to be provided by the external auditor to the Corporation or its subsidiaries;
the establishment of rules to be followed when hiring current or former employees of the external auditor in order to ensure that the auditor's independence is maintained.

6.3 Selection of directors

Process

The Board of Directors has established a process which the Chair of the Board and the Nominating and Corporate Governance Committee must adhere to before submitting their recommendation to the Board regarding the selection of candidates for Board nomination. According to this process:

the Nominating and Corporate Governance Committee, in consultation with the Chair of the Board, determines the skills, abilities and qualities which the members of the Board and of its committees must have in order to understand Boralex's activities and to fulfill their mandate and, if need be, updates the skill set. The Nominating and Corporate Governance Committee draws inspiration from criteria pre-approved by the Board that take into account the skills and abilities which the Board, on the whole, should possess; the skills, abilities and personal qualities of the directors in office; in light of the opportunities available to the Corporation and the risks it incurs, the skills, abilities and personal qualities which new directors must have in order to add value to the Corporation; and the size of the Board with a view to increasing the effectiveness of the decision-making process;
according to the results of the most recent performance evaluation of the directors and of their skills, abilities and personal qualities, the Nominating and Corporate Governance Committee determines the improvements to be made to the director nomination process;

• according to the necessary improvements determined by the Nominating and Corporate Governance Committee and given the criteria for eligibility to serve on the Board, such as independence and availability, the Nominating and Corporate Governance Committee, in consultation with the Chair of the Board, conducts research to find candidates having the sought-after skills. If need be, the Nominating and Corporate Governance Committee has recourse to external consultants to assist it in identifying candidates.

Further to this process and according to the Nominating and Corporate Governance Committee's recommendations, the Chair of the Board submits, for review and approval by the Board, a list of prospective nominees for election as director of Boralex at the annual shareholders' meeting.

Advance Notice By-Law

On March 1, 2018, the Board of Directors of the Corporation, upon the recommendation of the Nominating and Corporate Governance Committee, adopted by-law no. 6 relating to the advance notice of nominations of directors of the Corporation (the "Advance Notice By-Law"). The Advance Notice By-Law was ratified by the shareholders of the Corporation on May 9, 2018.

The Advance Notice By-Law establishes a framework for advance notice of nominations of directors by shareholders of the Corporation. Among other things, the Advance Notice By-Law sets deadlines by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected and sets out the information that a shareholder must include in the notice. The Advance Notice By-Law does not interfere with the ability of shareholders to requisition a meeting or to nominate directors by way of a shareholder proposal in accordance with the Canada Business Corporations Act.

To be timely, a shareholder must give a valid notice to the Corporation:

(i) in the case of an annual meeting of shareholders (including an annual and special meeting), not later than the close of business on the 30th day; provided that the meeting must be held at least 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting is made by the Corporation, and not later than the close of business on the 10th day following the Notice Date;
(ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting is made by the Corporation.

The Advance Notice By-Law authorizes the chair of the meeting to determine whether a nomination was made in accordance with the procedures set forth in the Advance Notice By-Law and, if any proposed nomination does not comply with the Advance Notice By-Law, to declare that such defective nomination shall be rejected The Board of Directors may, in its sole discretion, waive any requirement of the Advance Notice By-Law.

Skill profiles

NAME		AGE			MANDATE WITHIN BORALEX							FIVE CORE SKILLS1
	LESS THAN 60 YEARS	60 – 69 YEARS	70 – 75 YEARS	0 – 5 YEARS OF SERVICE	6 – 10 YEARS OF SERVICE	11 AND MORE YEARS OF SERVICE	RENEWABLE ENERGY / ENGINEERING AND TECHNOLOGY	PROJECT MANAGEMENT – INFRASTRUCTURE	GOVERNMENT RELATIONS / ENVIRONMENT	FINANCIAL REPORTING CAPITAL MARKETS /	HUMAN RESOURCES	GOVERNANCE	RISK MANAGEMENT	LEADERSHIP OF LARGE SENIOR EXECUTIVE ORGANIZATIONS	BOARD EXPERIENCE OF GE ORGANIZATIONS LAR	INTERNATIONAL BUSINESS
Independent
A. Courville		√		√						√		√		√	√	√
L. Croteau	√			√			√		√				√	√	√
G. Deschamps	√			√			√	√				√	√			√
A. Ducharme		√			√			√		√	√		√	√
M.-C. Dumas	√			√			√	√			√			√		√
M. Giguère		√		√						√	√	√	√	√
E. H. Kernaghan	√					√	√			√	√	√			√
Y. Rheault			√			√	√	√		√			√			√
A. Rhéaume		√			√				√		√	√		√	√
D. St-Pierre	√			√			√		√	√		√				√
Not independent
P. Lemaire	√					√	√	√			√		√	√
1 Definition of skills

Renewable Energy /	• Senior management or other experience in the renewable energy sector;
Engineering and Technology	• Senior management experience or other experience with respect to renewable energy engineering and/or current and evolving technologies (including information technology) related thereto
Project Management - Infrastructure	• Senior management experience with responsibility for managing large projects
Governmental Relations / Environment	• Experience in governmental relations and/or knowledge and understanding of governmental policies in Boralex's current markets;
	• Experience in environmental issues and/or knowledge and understanding of environmental matters, more specifically in the countries in which Boralex operates
Capital Markets / Financial Reporting	• Experience in the area of M&A, finance and/or capital markets in the context of important operations and/or projects made by large corporations;
	• Experience or understanding of financial accounting, presentation of financial reporting and corporate finance and comprehension of internal financial controls, Canadian GAAP / International Standards for Financial Information
Human Resources	• Experience or understanding of compensation policies and practices, risks associated with compensation and succession planning
Governance	• Experience in governance or understanding thereof
Risk Management	• Experience in internal risk controls, risk assessment, management and/or risk communication or understanding thereof
Senior Executive Leadership	• Experience as CEO or senior manager of a large corporation or large organization
Board Experience	• Experience as Board Member of a large corporation or large organization
International Business	• Experience in international affairs, particularly in countries where Boralex wishes to expand

Directors' Tenure Policy

Boralex's Tenure Policy sets up a mechanism for Board renewal and director succession to ensure a balance between the benefits of experience and the contribution of new perspectives to the Board, while maintaining the requisite continuity and allowing for the harmonious transition of the duties and responsibilities of the Board and of its committees. The Tenure Policy does not impose any mandatory retirement age, but, as regards the term of the mandates, it establishes that directors who receive positive annual performance evaluations and who are elected every year may serve on the Board for a maximum of 15 years. In the case of a director who, on November 8, 2016, the date of the policy adoption, had served on the Board for more than 15 years, the maximum is 20 years. In addition, the years during which a director was also President and Chief Executive Officer of the Corporation are not counted for the purpose of calculating a director's term of office. The policy exceptionally allows the Board, on a case-by-case basis and on recommendation of the Nominating and Corporate Governance Committee, to authorize a director whose mandate has reached the applicable maximum term, to submit his or her nomination to the Board for an additional period.

Following the recommendation of the Nominating and Corporate Governance Committee, the Board authorized Yves Rheault to present his candidacy despite the fact that he has been on the board for more than 20 years. This authorization was granted taking into account Mr. Rheault's experience and expertise in the energy industry, his great contribution to the Board of Directors and the continuity that is necessary for the Board of Directors to ensure an effective transition. Indeed, the general objectives of the policy have been achieved since 5 of the 11 directors of the Company have occupied this role for less than 3 years, thus contributing to bringing new perspectives to the board.

The following pie chart indicates the term of the mandate of Boralex's directors as at March 8, 2020:

Diversity Policy

Board diversity

Boralex believes in diversity and values the benefits diversity can bring to its Board of Directors. On March 1, 2018, on the recommendation of the Nominating and Corporate Governance Committee, the Board adopted a Diversity Policy. This policy provides that the Nominating and Corporate Governance Committee, in charge of recommending potential nominees to the Chair of the Board, will examine nominees on the merits, based on objective criteria and taking into account diversity and the Board's needs, including gender. Any search firm engaged to assist the Nominating and Corporate Governance Committee in identifying candidates for election to the Board of Directors will be specifically directed to include various candidates which represent diversity, including women candidates. This policy is silent, however, in respect of the other designated groups, namely Aboriginals, persons with disabilities and persons belonging to visible minorities.

With the election of Ms. Marie-Claude Dumas in 2019, the proportion of women on Boralex's Board has reached 36%. If all 10 nominees for election as directors are elected, this rate will increase to 40% in 2020. No target has been set, but the Board of Directors is committed to a fair representation of women on the Board. To its knowledge, the Board of Directors does not include anyone from other designated groups, including Aboriginal peoples, people with disabilities and persons belonging to visible minorities.

Diversity within management

Although Boralex has not adopted a written policy on diversity within management, the Corporation is aware of the value of women's representation within a group, just like that of the other designated groups, namely Aboriginal peoples, people with disabilities and persons belonging to visible minorities. Boralex recognizes that efforts must be made to increase the presence of people from these groups in key positions. Representation of women and people from other designated groups in senior management will be one of the elements that will be taken into account in the selection of candidates for executive positions, even if no target has been determined for the time being. In accordance with the definition of "senior management" in Regulation 58-101, women account for 25% of the management team.

6.4 Orientation and continuing education

The directors have access at all times to an electronic director's handbook. The handbook contains useful information about the Corporation and its business and about the Board and its committees. It contains, in particular, Boralex's Governance Manual which describes the role, mandate and rules of operation of the Board of Directors and its committees, in addition to the various Board-approved policies and procedures – such as the disclosure policy, the insider trading policy, the policy relating to the independence of the external auditor and the procedures for handling complaints.

The Nominating and Corporate Governance Committee has developed an orientation and educational program for new members of the Board. Under this program, the directors meet regularly with management, receive a weekly specialized press review and take part, on occasion, in presentations dealing with a specific business unit or certain facts or new developments. An electronic resource centre containing various educational documents is mage available to the directors. The directors are also invited to visit the Corporation's facilities. The Corporation also encourages directors to attend seminars and other training programs relating to their role as a director at the expense of the Corporation.

All directors are members of the National Association of Corporate Directors (NACD) and members of the Institute of Corporate Directors (ICD). Some of the directors of the Corporation have obtained a certification under the Institute of Corporate Directors program or the Collège des Administrateurs de sociétés of the Université Laval.

6.5 Assessment of Board performance

According to the Nominating and Corporate Governance Committee's mandate, with assistance from the Chair of the Board, it is responsible for the yearly assessment of the Board and its committees and the contribution of the directors.

The Nominating and Corporate Governance Committee reviews and approves the corporate governance assessment questionnaire regarding the Board and its committees and the self-assessment form sent to directors. The questionnaire covers a wide range of topics and directors may make comments and suggestions. The chair of the Nominating and Corporate Governance Committee tabulates the answers and suggestions and then conveys the results to the Nominating and Corporate Governance Committee and the Chair of the Board.

Self-assessment is used for assessing the contribution of each director. The Chair of the Board reviews the self-assessment form and contacts each director to discuss it on an individual basis.

A comprehensive report along with suggestions for improving the efficiency of the Board, Board committees and each director, as applicable, is prepared by the Chair of the Board and presented to the full Board of Directors.

Other Information

7.1 Loans to Directors and Executive Officers

As of March 8, 2020, no loans had been granted by the Corporation or any of its subsidiaries to an executive officer, director or Board nominee of the Corporation.

7.2 Interest of Informed Persons in Material Transactions

The management of the Corporation is not aware of any material interest, direct or indirect, of any informed person of the Corporation, any proposed director of the Corporation or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the Corporation's most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect the Corporation or any of its subsidiaries.

7.3 Shareholder Proposals

No shareholder proposals were submitted for deliberation at the Meeting. The deadline for the shareholders of the Corporation to present a proposal so that it can be included in the Circular relating to next year's Annual Meeting of the Shareholders is December 12, 2020.

7.4 Liability Insurance for Directors and Officers

The Corporation purchased, at its expense, civil liability insurance to cover the directors and officers of the Corporation and its subsidiaries against various claims that could arise in the course of their mandate. This insurance provides coverage in respect of liability claims or the reimbursement of amounts already paid in that respect. The policy includes a deductible for each claim made against the Corporation.

7.5 Additional Information

The Corporation is a reporting issuer in Canada and is required to file various documents, including an annual information form and financial statements. Financial information is provided in the Corporation's annual comparative financial statements and management's discussion and analysis for its most recently completed financial year. Copies of these documents and this circular as well as additional information relating to the Corporation are available on the SEDAR website at www.sedar.com and may also be obtained on demand from the Corporate Secretary of the Corporation at its administrative offices at 900 de Maisonneuve Blvd. W., 24th Floor, Montreal, Quebec H3A 0A8.

7.6 Approval of the Proxy Circular

The content and the sending of this Circular have been approved by the Board of Directors of the Corporation.

By Order of the Board of Directors

(s) Pascal Hurtubise

Pascal Hurtubise Vice President, Chief Legal Officer and Corporate Secretary Montreal, Quebec March 12, 2020

Schedule A – Board's Written Mandate

The Board has clearly defined its role and the role of management. The Board's role is to monitor, control and evaluate the management of the business and affairs of the Corporation, in the best interests of Boralex and its shareholders. Management's role is to manage the Corporation's day-to-day activities in order to attain this objective. Management is responsible for preparing and implementing the Corporation's strategic plan, which, however, must first be submitted to the Board for approval.

The Board approves all matters expressly within its jurisdiction hereunder, under the Canada Business Corporations Act and any other applicable law, as well as under the Articles and By-laws of the Corporation. The Board may, if permitted by applicable laws, delegate some of its powers to the committees of the Board. Recommendations made by the committees of the Board are generally subject to Board approval.

As part of its stewardship responsibility, the Board advises management on important business matters and has the following responsibilities:

A. Strategy

• Adopt a strategic planning process; approve and review, at least annually, a strategic plan that takes into account, among other things, the opportunities and risks of the business, and monitor the implementation of such plan by management.

B. Financial matters, risk management and internal controls

Ensure the implementation of appropriate risk assessment systems to identify and manage the principal risks of the Corporation's business;
Ensure the integrity of the Corporation's internal accounting controls and management information systems;
Adopt a disclosure policy and regularly review such policy;
Establish a process for receiving comments from shareholders and other stakeholders of Boralex;
Approve annual operating and capital budgets, the issuance of securities and any material transactions outside the course of normal business, including i) any acquisition or sale of assets or businesses whose price exceeds \$10 million, ii) any unbudgeted acquisition of tangible assets exceeding \$5 million, iii) any form of debt exceeding \$10 million, and iv) any transaction with a related party;
Approve annual and interim consolidated financial statements and related reports, including any other documents relating to continuous disclosure required under Canadian Corporate Governance Standards.
C. Human resources and succession planning
Appoint, evaluate and fix the compensation and conditions of employment of the Corporation's officers taking into consideration the Board's expectations and objectives;
Ensure Boralex has a process in place that provides for the training, development and retention of corporate officers (succession plan).

D. Governance matters

Monitor the size and composition of the Board and its committees to favour effective decision-making;
Approve the Board nominees for election by shareholders and fill Board vacancies;
Ensure, to the extent possible, that the Chief Executive Officer and other executive officers are ethical and create a culture of integrity within Boralex;
Develop a vision for governance by adopting, among other things, a set of principles and guidelines on governance, and reviewing, as required, the Corporation's Governance Manual;
Propose an orientation program for new directors to the Board and offer continuing education for all directors in accordance with the Governance Manual;
Describe the Board's expectations and the responsibilities of each director with respect to attendance at Board meetings as well as the time and energy to be devoted to them;
Ensure regular assessment of the performance and effectiveness of the Board, its committees and individual directors, and fix their compensation;
Take all reasonable steps to ensure the highest level of ethics, including reviewing the Code of Ethics applicable to the directors, officers, staff and consultants of the Corporation, monitor compliance with such Code, approve

any waiver of compliance with the Code for directors and officers, and ensure appropriate disclosure of any such waiver in accordance with the provisions of the Code or applicable legal requirements.

E. Environment, health and safety

• Monitor and review, as the case may be, the Corporation's environmental and health and safety policies and practices.

Board members are expected to act honestly, in good faith and in the best interests of the Corporation in performing their duties and to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Board may, from time to time, hire independent advisors and experts to help it perform its duties.

Once a year, the Board reviews the adequacy of its mandate.

Schedule B – Description of the responsibilities of the chairs of Board committees

The primary role of each committee chair is to take all reasonable steps to ensure the committee fully executes its mandate.

The responsibilities of the committee chair include the following:

A. Leadership and effectiveness of the committee

Take all reasonable steps to ensure the committee works as a cohesive group and exercise the necessary leadership in this regard;
Take all reasonable steps to ensure that the resources available to the committee are adequate to support its work;

B. Management

Preside over committee meetings;
Set the agenda of committee meetings, in consultation with the Corporate Secretary;
Adopt procedures allowing the committee to conduct its work effectively and efficiently;
Take all reasonable steps to ensure that the conduct of committee meetings encourages discussion and provides sufficient time for serious, in-depth discussion of the business under consideration;
Ensure the committee fully exercises its responsibilities.

Schedule C – Description of the responsibilities of the Chair of the Board

The Board Chair is a director appointed by the Board. The primary role of the Board Chair is to take all reasonable steps to ensure the Board effectively fulfills its responsibilities and clearly understands and respects the boundaries between Board and management responsibilities.

The responsibilities of the Board Chair include the following:

A. Board leadership and effectiveness

Take reasonable steps to ensure the Board works as a cohesive group and exercise the necessary leadership in this regard;
Take reasonable steps to ensure that the resources available to the Board (in particular timely and relevant information) are adequate to support its work.

B. Management

Preside over Board and shareholder meetings;
Set the agenda of Board meetings in consultation with the President and Chief Executive Officer and the Corporate Secretary;
Regularly review with the Nominating and Corporate Governance Committee the size and composition of the Board and its committees to favour effective decision-making;
Recommend committee chairs to the Board, in consultation with the Nominating and Corporate Governance Committee;
Take all reasonable steps to ensure that sufficient time is allotted at Board meetings for serious, in-depth discussion of the business under consideration;
Adopt procedures allowing the Board to conduct its work effectively and efficiently.

C. Communication

Ensure a constructive relationship between the Board and management by working closely with the President and Chief Executive Officer and the Corporate Secretary to take all reasonable steps to foster a healthy governance culture;
In consultation with the Nominating and Corporate Governance Committee, develop a skills matrix for Board membership.

Schedule D – Description of the responsibilities of the President and Chief Executive Officer

The President and Chief Executive Officer is responsible for the direction and management of Boralex in accordance with its by-laws and policies. The President and Chief Executive Officer takes on all responsibilities entrusted to him or her by the Board and represents Boralex to its shareholders, its employees and the public.

The responsibilities of the President and Chief Executive Officer include the following:

A. Management and leadership

Manage the business and internal affairs of Boralex;
Demonstrate leadership and vision in managing Boralex, particularly as regards establishing and implementing Boralex's values, mission, strategic priorities and organizational structure;
Assume responsibility for the recruitment, compensation, performance assessment, leadership development and succession planning of management resources, subject to the approval of the Board when senior management is involved;
Ensure compliance with Boralex's legal, accounting, ethics, environmental, health and safety policies and, with the Corporate Secretary, ensure that Boralex fully complies with applicable laws and regulations;
Foster a corporate culture that promotes ethical practices, integrity and a sense of social responsibility.

B. Strategy

• Ensure effective utilization of Boralex's resources to further its strategic objectives.

C. Communication

• Serve as Boralex's key spokesperson by communicating effectively with all stakeholders and ensure that information communicated to the public accurately describes Boralex's position.

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Boralex Inc. — AGM Information 2020

42626_rns_2020-04-07_739ac037-93af-467f-a14c-e0336414bf9f.pdf

Addendum to Notice of Annual Meeting of Shareholders and Management Proxy Circular

Dear shareholders,

Who can vote?

What will I be voting on?

How will these matters be decided at the Meeting?

Who is soliciting my proxy?

How can I contact the transfer agent?

How do I vote?

How do I vote if I am a Registered Shareholder?

1. Voting online at the Meeting

2. Voting by proxy

How can I send my form of proxy?

What is the deadline for receiving the form of proxy?

How will my Class A shares be voted if I give my proxy?

If I change my mind, how can I revoke my proxy?

How do I vote if I am a Non-Registered Shareholder?

1. Giving your voting instructions

2. Voting online at the Meeting

How do I appoint a third party proxyholder?

How do I attend the virtual Meeting?

LEVERAGING OUR STRENGTHS

NOTICE

LEVERAGING OUR STRENGTHS

ONE STRATEGIC PLAN, FOUR MAIN DIRECTIONS

GROWTH

DIVERSIFICATION

CUSTOMERS

OPTIMIZATION

General Information

HEAD OFFICE

WEBSITE AND SOCIAL MEDIA

CANADA UNITED STATES

FRANCE UNITED KINGDOM

Notice of Annual Meeting of Shareholders

Letter to shareholders

Vote and proxies

1.1 Voting Information

Who can vote?

What will I be voting on?

How will these matters be decided at the Meeting?

Who is soliciting my proxy?

How can I contact the transfer agent?

How do I vote?

How do I vote if I am a Registered Shareholder?

1. Voting in person

2. Voting by proxy

How can I send my form of proxy?

What is the deadline for receiving the form of proxy?

How will my Class A shares be voted if I give my proxy?

If I change my mind, how can I revoke my proxy?

How do I vote if I am a Non-Registered Shareholder?

1. Giving your voting instructions

2. Voting in person

1.2 Voting Securities and Principal Holders

Business of the Meeting

2.1 Presentation of Financial Statements

2.2 Election of Directors

Majority Vote Policy

2.3 Appointment of Independent Auditor

Approval Policy of the Audit Committee

Fees of the Independent Auditor

2.4 Non-binding advisory vote on the Corporation's approach to executive compensation

Information on Nominees for Election as Directors

Description of Nominees

Main areas of expertise:

Votes in favour of his election at the 2018 annual meeting: 99.94%

Main areas of expertise:

Votes in favour of his election at the 2018 annual meeting: 99,66%

Lise Croteau, FCPA, FCA, ASC

Main areas of expertise:

Votes in favour of his election at the 2018 annual meeting: 99.94%

Ghyslain Deschamps, Eng., IAS. A Quebec, Canada

Main areas of expertise:

Votes in favour of his election at the 2018 annual meeting: 99.95%

ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019

OTHER PUBLIC COMPANY BOARD OF DIRECTORS

SHARE OWNERSHIP AND AGGREGATE VALUE OF EQUITY SECURITIES AS OF DECEMBER 31, 2019

Boralex Inc. AGM Information 2020

ATTENDANCE AT BOARD AND STANDING COMMITTEE MEETINGS IN 2019³

Edward H. Kernaghan¹ Ontario, Canada