Boralex Inc. — Capital/Financing Update 2022

Mar 8, 2022

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1 NAME AND ADDRESS OF COMPANY

Boralex Inc. (" Boralex " or the " Corporation ") 36 Lajeunesse Street Kingsey Falls, Québec J0A 1B0

ITEM 2 DATE OF MATERIAL CHANGE

February 24, 2021.

ITEM 3 NEWS RELEASE

A news release was filed on SEDAR and disseminated via the facilities of a recognized news service on February 24, 2021.

ITEM 4 SUMMARY OF MATERIAL CHANGE

Boralex has signed an agreement for the investment by Energy Infrastructure Partners (" EIP ") in a 30% stake in Boralex’s assets and development pipeline in France. The transaction will be completed after the required consultation of employee representatives and after obtaining the applicable regulatory approvals. It is expected to close in the first semester of 2022.

ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE

Boralex has signed an agreement for the investment by Energy Infrastructure Partners, a Switzerland-based global investment manager specialized in the energy sector, in a 30% stake in Boralex’s assets and development pipeline in France. The transaction will be completed after the required consultation of employee representatives and after obtaining the applicable regulatory approvals. It is expected to close in the first semester of 2022.

This partnership includes Boralex’s French assets in operation, 1.1 GW to date, as well as a 1.5 GW portfolio of projects in the French market and will result in a pre-money equity valuation of €1,718M ($2,474M CAD) for all Boralex operations in France. The cash proceeds to be received by Boralex at closing will amount to €532M ($766M CAD) and a portion thereof will be invested into Boralex operations in France (through a capital increase).

EIP is a Switzerland-based, global investment manager focused on high quality, large-scale renewables and system-critical energy infrastructure assets. As one of the few specialist energy investors, EIP works closely with an extensive global industry network, and brings broad transaction and investment management experience demonstrated by its long-term collaboration with strong, top-tier industrial partners.

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Boralex sought a partner with a long-term vision, an ability to invest in the company’s future development in wind and solar power, as well as storage. EIP has all the qualities needed for Boralex to continue to stand out in the French market.

Through its 70% stake, Boralex remains the majority shareholder in its French operations.

Boralex also continues to manage all its operating assets, with a total capacity of over 1 GW, across nearly 70 French sites. Boralex will also keep managing its portfolio of projects under development or construction, totaling 1.5 GW in France, and will ensure their progress continues.

Disclaimer regarding forward-looking statements

Certain statements contained in this material change report, including those relating to the transaction and the profits resulting from the transaction, are forward-looking statements based on current expectations within the meaning of securities legislation. Forward-looking statements are based on certain assumptions, including assumptions on the performance of the business based on management’s expectations and production estimates and other factors; and assumptions about the current industry environment and the general economic environment, competition and financing availability. Although Boralex believes that the expectations reflected in the forwardlooking statements contained in this material change report are reasonable, Boralex wishes to clarify that, by their very nature, forward-looking statements involve risks and uncertainties, and that its results, or the measures it adopts, could be significantly different from those indicated or underlying those statements, or could affect the degree to which a given forward-looking statement is achieved. Unless otherwise specified by the Corporation, forward-looking statements don’t take into account the effect that transactions, non-recurring items or other exceptional items announced or occurring after such statements have been made may have on the Corporation’s activities. There is no guarantee that the results, performance or accomplishments, as expressed or implied in the forward-looking statements, will materialize. Readers are therefore urged not to rely unduly on these forward-looking statements. Unless required by applicable securities legislation, Boralex’s management assumes no obligation to update or revise forward-looking statements in light of new information, future events or other changes.

ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

ITEM 7 OMITTED INFORMATION

Not applicable.

ITEM 8 EXECUTIVE OFFICER

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For any inquiries with respect to this material change report, please contact Pascal Hurtubise, Vice-President and Chief Legal Officer, at (514) 985-1349.

ITEM 9 DATE OF REPORT

March 6, 2022.

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