Boralex Inc. — AGM Information 2020

Apr 7, 2020

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.

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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 service@computershare.com.

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.

1. 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. See below under "How do I appoint a third party proxyholder?"

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

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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.

1. 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

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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 uslegalproxy@computershare.com.

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 pascal.hurtubise@boralex.com

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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;
2. to elect the directors of the Corporation;
3. to appoint the independent auditor of the Corporation;
4. 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
5. 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

1 | BORALEX – 2019 Management Proxy Circular