Mr. Marc Blanchet reports

ISS AND GLASS LEWIS RECOMMEND H2O INNOVATION SHAREHOLDERS TO VOTE FOR PLAN OF ARRANGEMENT

Institutional Shareholder Services and Glass Lewis & Co. have recommended shareholders vote for the previously announced acquisition by Ember SPV I Purchaser Inc., an entity controlled by funds managed by Ember Infrastructure Management LP, a New York-based private equity firm, of all of the issued and outstanding common shares in the capital of H2O Innovation Inc., other than the shares to be rolled over by Investissement Quebec, Caisse de depot et placement du Quebec and certain key executives of the corporation, for $4.25 in cash per share, pursuant to a statutory plan of arrangement under the Canada Business Corporations Act.

ISS and Glass Lewis are leading independent proxy voting and corporate governance advisory firms whose recommendations influence how pension funds, investment managers, mutual funds and other institutional shareholders vote.

In its report, ISS said the "valuation appears credible" while highlighting how "reasonable procedural safeguards" were implemented and cautioning about the "downside risks" if the arrangement is not approved.

The report from ISS further recognized that the cash offer provides "a meaningful 69.3 per cent premium" to the unaffected closing price of the shares on the Toronto Stock Exchange on Oct. 3, 2023, and that H2O Innovation's "go-shop" process with its financial adviser Scotia Capital Inc., which contacted 11 strategic parties and 18 financial sponsors, was "unable to generate a superior proposal."

In its report, Glass Lewis says it believes the proposed transaction represents "a favourable outcome for public shareholders at this time" and an attractive opportunity through which "shareholders can realize full and certain value and immediate liquidity."

Both independent proxy advisers concluded that shareholder approval of the arrangement is warranted.

Vote today

Don't delay. Shareholders are encouraged to vote for the arrangement well in advance of the 10 a.m. (Montreal time) deadline on Friday, Nov. 24, 2023.

Completion of the arrangement is subject to customary closing conditions, including obtaining the required approvals from the holders of shares at the special meeting of shareholders to consider the arrangement to be held virtually on Nov. 28, 2023, and receiving the final order of the Superior Court of Quebec. It is anticipated that the arrangement will be completed in the fourth quarter of 2023.

The management information circular and related materials for the meeting are available under the corporation's profile on SEDAR+.

Shareholder questions and assistance

If you have any questions or need assistance voting, contact Kingsdale Advisors using your preferred method of communication.

Call:  1-866-581-1489

Text:  1-416-623-2516

E-mail:  contactus@kingsdaleadvisors.com

H2O Innovation has retained Kingsdale Advisors as its strategic shareholder and communications adviser.

About H2O Innovation Inc.

Innovation is in the company's name, and it is what drives the organization. H2O Innovation is a complete water solutions company focused on providing best-in-class technologies and services to its customers. The corporation's activities rely on three pillars: i) water technologies and services (WTS) applies membrane technologies and engineering expertise to deliver equipment and services to municipal and industrial water, waste water and water reuse customers, ii) specialty products (SP) is a set of businesses that manufacture and supply a complete line of specialty chemicals, consumables and engineered products for the global water treatment industry, and iii) operation and maintenance (O&M) provides contract operations and associated services for water and waste water treatment systems. Through innovation, the company strives to simplify water.

We seek Safe Harbor.