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Boralex Inc. — AGM Information 2024
Mar 15, 2024
42626_rns_2024-03-15_d6c5b819-dcb7-487f-af48-8531083cbec2.pdf
AGM Information
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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
Security Class
Holder Account Number
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Form of Proxy - Annual Meeting to be held on May 15, 2024
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.
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Proxies submitted must be received by 5:00 pm (Eastern Daylight Time) on May 13, 2024.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Receive Documents To Virtually Attend
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To Vote Using the Telephone To Vote Using the Internet Electronically the Meeti ~~n~~ g
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• Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future shareholder • You can attend the meeting virtually by tone telephone. site: www.investorvote.com communications electronically by visiting visiting the URL provided on the back of this
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1-866-732-VOTE (8683) Toll Free • Smartphone? www.investorcentre.com. proxy. Scan the QR code to vote now.
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
01Z4AA
Appointment of Proxyholder
I/We, being holder(s) of BORALEX INC. hereby appoint: Patrick Decostre, President and Chief Executive Officer, or failing him, Pascal Hurtubise, Executive Vice President and Chief Legal Officer
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Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
Note: If completing the appointment box above YOU MUST go to https://www.computershare.com/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/MV7RA2T, on May 15, 2024 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
| For | Against | Against | For | Against | Against | For | Against | Fold | |
|---|---|---|---|---|---|---|---|---|---|
| 01. André Courville | 02. Lise Croteau | 03. Patrick Decostre | |||||||
| 04. Marie-Claude Dumas | 05. Marie Giguère | 06. Ines Kolmsee | |||||||
| 07. Patrick Lemaire | 08. Dominique Minière | 09. Alain Rhéaume | |||||||
| 10. Zin Smati | 11. Dany St-Pierre | ||||||||
| For | Withhold | ||||||||
| 2. Appointment of Independent Auditor | |||||||||
| To 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 resolution | |||||||||
| To adopt the non-binding advisory resolution agreeing to the Corporation’s approach to executive compensation. | |||||||||
| For | Against | ||||||||
| 4. Renewal of the Shareholder Rights Plan To adopt the resolution approving, ratifying and confrming |
the Shareholder Rights Plan originally adopted by | the Board of Directors on March 1, 2018. | Fold |
To adopt the resolution approving, ratifying and confirming the Shareholder Rights Plan originally adopted by the Board of Directors on March 1, 2018.
Authorized Signature(s) – This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.
Signature(s) Date
MM / DD / YY
Interim Financial Statements – Mark this box if you would like to receive interim financial statements and accompanying Management’s Discussion and Analysis by mail.
Annual Financial Statements – Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.
Management Proxy Circular – Mark this box if you would like to receive the Management Proxy Circular by mail for next year’s shareholders meeting.
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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