Mr. Naji Baydoun reports

INNERGEX ANNOUNCES FILING OF ANNUAL AND SPECIAL MEETING MATERIALS AND RECEIPT OF INTERIM ORDER IN RESPECT OF GOING-PRIVATE TRANSACTION WITH CDPQ

Innergex Renewable Energy Inc. has filed and is in the process of mailing its management information circular and related materials in connection with its upcoming annual and special meeting of shareholders to be held virtually on May 1, 2025, in connection with its previously announced arrangement to be taken private by CDPQ.

The meeting has been called for, among other things, (i) the holders of common shares of Innergex to consider, and, if deemed appropriate, to pass, with or without variation, a special resolution, and (ii) the holders of cumulative rate reset preferred shares, Series A of Innergex, to consider, and, if deemed appropriate, to pass, with or without variation, a special resolution, in each case, to approve the previously announced arrangement involving the corporation and CDPQ, pursuant to which CDPQ or an affiliate thereof will acquire (i) all of the issued and outstanding common shares (other than those already held by CDPQ and its affiliates and the shares to be rolled over by certain members of senior management (the rollover shareholders)) for a price of $13.75 per common share in cash and (ii) all issued and outstanding Series A preferred shares and cumulative redeemable fixed rate preferred shares, Series C of Innergex, for a price of $25.00 per preferred share in cash (plus all accrued and unpaid dividends and, in the case of the Series A preferred shares, an amount in cash per Series A preferred share equal to the dividends that would have been payable in respect of such share until Jan. 15, 2026, which is the next available redemption date).

The arrangement also contemplates that all the outstanding convertible debentures of Innergex will be repaid in full upon closing of the arrangement, including as to principal and accrued and unpaid interest thereon (including the 4.75 per cent convertible unsecured subordinated debentures of Innergex due June 30, 2025, to the extent closing of the arrangement occurs prior to the maturity date for such debentures). The arrangement was publicly announced on Feb. 25, 2025.

The corporation has decided to combine the special meeting of the shareholders of the corporation called to approve the arrangement with the annual meeting of the shareholders of the corporation for the fiscal year ended Dec. 31, 2024. The annual portion of the meeting aims at ensuring that the corporation meets its legal obligations to hold an annual meeting within the time period required by applicable laws while the arrangement is pending.

Board of directors' recommendations

The arrangement was the result of a comprehensive negotiation process with CDPQ that was undertaken with the supervision and involvement of a special committee comprising solely independent directors, namely Monique Mercier (as chair), Marc-Andre Aube and Richard Gagnon (the special committee), advised by independent legal and financial advisers. The special committee, after receiving the fairness opinions of BMO Capital Markets, CIBC Capital Markets and Greenhill & Co. Canada Ltd., a Mizuho affiliate, as well as legal and financial advice, and upon the consideration of a number of other factors, has unanimously recommended that the board of directors of the corporation approve the arrangement and recommend to Innergex's common shareholders (other than CDPQ, its affiliates and the rollover shareholders with respect to the rollover shares) and Series A preferred shareholders to vote in favour of the arrangement at the meeting.

The board has also evaluated the arrangement with Innergex's management and its legal and financial advisers and after receiving the fairness opinions, the unanimous recommendation from the special committee and legal and financial advice, and following the consideration of a number of factors, has unanimously (Jean-Hugues Lafleur, Patrick Loulou and Michel Letellier having recused themselves from the board meeting) determined that the arrangement is in the best interests of Innergex and is fair to its common shareholders and Series A preferred shareholders (other than CDPQ, its affiliates and the rollover shareholders with respect to the rollover shares) and unanimously recommends that Innergex's common shareholders (other than CDPQ, its affiliates and the rollover shareholders with respect to the rollover shares) and Series A preferred shareholders vote in favour of the arrangement at the meeting.

Interim order

The corporation has been granted an interim order from the Superior Court of Quebec (Commercial Division) authorizing various matters, including the calling and holding of the meeting and the mailing of the circular and related materials and other matters related to the conduct of the meeting.

Details of the meeting

The meeting is scheduled to be held in a virtual-only format on May 1, 2025, at 4 p.m. Eastern Time by live webcast. The holders of record of the common shares and of the Series A preferred shares as of the close of business on March 21, 2025, are entitled to receive notice of, to participate in and to vote their shares, at the meeting. Those shareholders, regardless of geographic location, will have an equal opportunity to participate in the meeting on-line, but will not be able to attend the meeting in person. Details of the meeting and how holders of common shares and Series A preferred shares or their duly appointed proxyholders can attend and participate in the meeting are set out in the circular.

Shareholder approval requirements

The arrangement is subject to the approval by (i) at least two-thirds of the votes cast by common shareholders present virtually or represented by proxy at the meeting (each holder of common shares being entitled to one vote per common share) and (ii) the majority of the common shareholders present virtually or represented by proxy at the meeting, excluding common shares held by the rollover shareholders and any other common shares required to be excluded pursuant to, in the province of Quebec, Regulation 61-101 Respecting Protection of Minority Security Holders in Special Transactions and, in other provinces, Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The acquisition of the Series A preferred shares is conditional upon the approval of at least two-thirds of the votes cast by Series A preferred shareholders voting virtually or by proxy at the meeting (each holder of Series A preferred shares being entitled to one vote per Series A preferred share). However, completion of the arrangement is not conditional upon such approval. If the requisite approval from the Series A preferred shareholders is not obtained, such Series A preferred shares will remain outstanding in accordance with their terms.

The circular provides important information on the arrangement and related matters, including the background to the arrangement, the rationale for the recommendation made by the special committee and the board, voting procedures, and how to virtually attend the meeting. Shareholders are urged to read the circular carefully and in its entirety, and if assistance is required, to consult their financial, legal, tax or other professional advisers. The circular is being mailed to the shareholders in compliance with applicable laws and the interim order. The circular and other meeting materials are available on the SEDAR+ profile of Innergex and on Innergex's corporate website.

The arrangement is expected to close by Q4 2025, subject to the receipt of the required approvals from Innergex's common shareholders at the meeting and certain key regulatory approvals, as well as the satisfaction of other customary closing conditions including the issuance of a final order by the court.

Shareholder questions and assistance

Shareholders who have questions about the information contained in the circular or require voting assistance may contact the corporation's proxy solicitation agent and shareholder communications adviser:

Laurel Hill Advisory Group

North American toll-free:  1-877-452-7184

Outside North America:  1-416-304-0211

E-mail:  assistance@laurelhill.com

Questions on how to complete the letters of transmittal should be directed to Computershare Investor Services by telephone toll-free in Canada and the United States at 1-800-564-6253 or outside of Canada and the United States by international direct dial at 514-982-7555, or by e-mail to corporateactions@computershare.com.

About Innergex Renewable Energy Inc.

For 35 years, Innergex has believed in a world where abundant renewable energy promotes healthier communities and creates shared prosperity. As an independent renewable power producer which develops, acquires, owns and operates hydroelectric facilities, wind farms, solar farms and energy storage facilities, Innergex is convinced that generating power from renewable sources will lead the way to a better world. Innergex conducts operations in Canada, the United States, France and Chile, and manages a large portfolio of high-quality assets currently consisting of interests in 90 operating facilities with an aggregate net installed capacity of 3,707 megawatts (gross 4,663 MW), including 42 hydroelectric facilities, 36 wind facilities, nine solar facilities and three battery energy storage facilities. Innergex also holds interests in 17 projects under development with a net installed capacity of 945 MW (gross 1,577 MW), six of which are under construction, as well as prospective projects at different stages of development with an aggregate gross installed capacity totalling 10,288 MW. Its approach to building shareholder value is to generate sustainable cash flows and provide an attractive risk-adjusted return on invested capital.

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