Boralex Inc. — Proxy Solicitation & Information Statement 2025

Mar 24, 2025

BORALEX

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Form of Proxy - Annual Meeting to be held on May 14, 2025

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).
2. 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. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
3. This proxy should be signed in the exact manner as the name appears on the proxy.
4. 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.
6. 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.
7. 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.
8. 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 12, 2025.

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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

OR

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 in person at 900 Maisonneuve Blvd. West, 8th Floor, Montréal, Québec or online at https://meetnow.global/M2KH4FV, on May 14, 2025 at 11:00 a.m., Eastern Daylight Time, and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY NICH LIGHTED TEXT OVER THE BOXES.

1. Election of Directors

	For	Against		For	Against		For	Against
01. André Courville	☐	☐	02. Lise Croteau	☐	☐	03. Patrick Decostre	☐	☐
04. Marie-Claude Dumas	☐	☐	05. Ricky Fontaine	☐	☐	06. Rémi G. Lalonde	☐	☐
07. Patrick Lemaire	☐	☐	08. Nadia Martel	☐	☐	09. Dominique Minière	☐	☐
10. Alain Rhéaume	☐	☐	11. Zin Smati	☐	☐	12. Dany St-Pierre	☐	☐
								For	Withhold

1. 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.

1. Non-binding advisory resolution

To adopt the non-binding advisory resolution agreeing to the Corporation's approach to executive compensation.

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Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)

Date

DD/MM/YY

Signing Capacity

BLXQ

378261

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