- ISS cites "robust strategic review process" and "certain liquidity provided by the premium cash consideration" in endorsing the Arrangement.
- Glass Lewis issues FOR recommendation on the basis of valuation at both a multi-year high and upper range of the Formal Valuation.
- Shareholders with questions or who need assistance should contact Laurel Hill Advisory Group by calling 1-877-452-7184 (toll free in North America) or 1-416-304-0211 (outside of North America), texting "INFO" to either number, or by emailing assistance@laurelhill.com.
Montréal, Québec (Canada), May 21, 2026 – Boralex Inc. ("Boralex" or the "Corporation") (TSX: BLX) is pleased to announce that both leading independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), have issued reports recommending shareholders of Boralex ("Shareholders") vote FOR the previously announced plan of arrangement (the "Arrangement") involving the Corporation and BIF Thunder Holdings Inc., a newly formed entity to be jointly owned by Brookfield Infrastructure Fund V and/or its affiliates and Caisse de dépôt et placement du Québec ("La Caisse"), as more particularly described in the management information circular (the "Circular") recently mailed to Shareholders and available on Boralex's SEDAR+ profile. All capitalized terms not defined herein have the meanings ascribed to such terms in the Circular.
In issuing its endorsement of the Arrangement, Glass Lewis found the $37.25 in cash per Boralex Share price to be received by Boralex Shareholders to be appealing as the valuation represents a multi-year high for Boralex Shares, while also noting that it fell at the upper end of the Formal Valuation provided by Desjardins to the Special Committee and Board.
Glass Lewis is an independent proxy advisor to institutional investors, covering 30,000 shareholder meetings each year, across approximately 100 global markets. Their customers include the majority of the world's largest pension plans, mutual funds, and asset managers who collectively manage over $40 trillion in assets.
Similarly, ISS recommended its subscribers vote IN FAVOUR of the Arrangement, summarizing the rationale for their positive recommendation as below.
As an independent proxy advisory firm, ISS has approximately 3,400 clients including many of the world's leading institutional investors who rely on ISS' objective and impartial analysis to make important voting decisions.
Board Recommends Shareholders Vote FOR the Arrangement
After careful consideration, and after consulting with outside legal and financial advisors and having taken into account such factors and matters as it considered relevant, including, among other things, the unanimous recommendation of the Special Committee, the Board has unanimously determined that the Arrangement is in the best interests of the Corporation and is fair to the shareholders of Boralex (other than La Caisse). Accordingly, the Board has unanimously approved the Arrangement and recommends that Shareholders vote FOR the Arrangement Resolution. A full description of the information and factors considered by the Board and the Special Committee is set forth under the heading "The Arrangement – Reasons for the Arrangement" in the Circular.
Meeting and Voting Information
The Meeting is scheduled to be held on June 4, 2026 at 10:00 a.m. (Eastern time) in a hybrid format to allow Shareholders the opportunity to attend the Meeting regardless of geographic location, either in person at 1250 René-Lévesque Blvd. West, Suite 3610, Montréal, Québec, Canada, or virtually by accessing the live audio webcast at https://meetings.lumiconnect.com/400-679499-342.
Shareholders are urged to vote well in advance of the Meeting electronically, by telephone, email or in writing, by following the instructions set out on the form of proxy or voting instruction form, as applicable. The deadline for proxies is 10:00 a.m. (Eastern time) on June 2nd, 2026 or, if the Meeting is adjourned or postponed, no later than 48 hours, excluding Saturdays, Sundays and statutory holidays, before any reconvened Meeting. Shareholders can find more information in the meeting materials recently mailed to Shareholders, filed under the Corporation's profile on SEDAR+, and posted on the Boralex's website.
Questions and Voting Assistance
If you have any questions about the Meeting or require assistance voting please contact Laurel Hill Advisory Group, Boralex's shareholder communications advisor and proxy solicitation agent, by calling 1-877-452-7184 (toll free in North America) or 1-416-304-0211 (outside of North America), texting "INFO" to either number, or by emailing assistance@laurelhill.com.
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