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Boralex Inc. — AGM Information 2022
Mar 18, 2022
42626_rns_2022-03-18_c957c44c-9918-4e1b-96cd-012e02167dd4.pdf
AGM Information
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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
Security Class
Holder Account Number
Form of Proxy - Annual Meeting to be held on May 11, 2022
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
- 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
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- If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
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- This proxy should be signed in the exact manner as the name appears on the proxy.
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- If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
- 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
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- The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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- This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
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- This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 5:00 pm (Eastern Daylight Time) on May 9, 2022.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
• Call the number listed BELOW from a touch tone telephone.
1-866-732-VOTE (8683) Toll Free
To Vote Using the Telephone To Vote Using the Internet
• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Virtually Attend the Meeting
• You can attend the meeting virtually by visiting the URL provided on the back of this proxy.
If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
Appointment of Proxyholder
| I/We, being holder(s) of BORALEX INC. hereby appoint:Patrick Decostre, President and Chief Executive Officer, or failinghim, Pascal Hurtubise, Vice President and Chief Legal Officer | OR | listed herein. |
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Print the name of the person you are appointing if this person is someone other than the Management Nominees
Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/Boralex and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.
as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of Boralex Inc. to be held online at https://meetnow.global/MZUC2TP, on May 11, 2022 at 11:00 a.m., Eastern Daylight Time, and at any adjournment thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| 1. Election of Directors | Fold | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| For | Withhold | For | Withhold | For | Withhold | ||||
| 01. André Courville | 02. Lise Croteau | 03. Patrick Decostre | |||||||
| 04. Ghyslain Deschamps | 05. Marie-Claude Dumas | 06. Marie Giguère | |||||||
| 07. Ines Kolmsee | 08. Patrick Lemaire | 09. Alain Rhéaume | |||||||
| 10. Zin Smati | 11. Dany St-Pierre | ||||||||
| For | Withhold | ||||||||
| 2. Appointment of Independent AuditorTo appoint PricewaterhouseCoopers LLP/s.r.l./S.E.N.C.R.L., chartered professional accountants, as Independent Auditor of the Corporation for the ensuing year. | |||||||||
| For | Against | ||||||||
| 3. Non-binding advisory resolutionTo adopt the non-binding advisory resolution agreeing to the Corporation's approach to executive compensation. |
Fold
| Authorized Signature(s) – This section must be completed for your | Signature(s) | Date |
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| instructions to be executed.I/We authorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any proxy previously given with respect to the Meeting. If no voting instructions areindicated above, this Proxy will be voted as recommended by Management. | MM / DD / YY | |
| Interim Financial Statements – Mark this box if youAnnual Financial Statements – Mark this box ifwould like to receive interim financial statements andyou would NOT like to receive the Annual Financialaccompanying Management's Discussion and AnalysisStatements and accompanying Management's Discussionby mail.and Analysis by mail. | ||
| If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist. |
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