Boralex Announces Shareholder Approval of the Arrangement with Brookfield and La Caisse

Executive Summary

• Shareholders approved a statutory plan of arrangement for the acquisition of Boralex by BIF Thunder Holdings Inc. (jointly owned by Brookfield Infrastructure and La Caisse) at $37.25 per share in cash.
• The resolution passed with overwhelming support, receiving 99.86% of votes cast (99.83% excluding interested parties).
• The transaction remains subject to customary closing conditions, including a final court order and regulatory approvals, with completion expected in Q4 2026.

Key Details

• Transaction Structure: Statutory plan of arrangement for the acquisition of all issued and outstanding Class A common shares of Boralex.
• Acquirers: BIF Thunder Holdings Inc., a newly-formed entity jointly owned by Brookfield Infrastructure Fund V and/or its affiliates and Caisse de dépôt et placement du Québec.
• Consideration: $37.25 in cash per share.
• Shareholder Vote Results: Approved by 99.86% of votes cast; 99.83% when excluding shares held by La Caisse and other required exclusions pursuant to Multilateral Instrument 61-101.
• Closing Conditions: Subject to customary conditions, including receipt of a final order from the Superior Court of Québec (hearing scheduled June 5, 2026) and regulatory approvals.
• Expected Timeline: Completion anticipated in the fourth quarter of 2026.
• Post-Closing Actions: Shares to be delisted from the Toronto Stock Exchange; application to be made for Boralex to cease being a reporting issuer under applicable securities laws.
• Board Elections: All nominees listed in the May 1, 2026 circular were elected as directors, with approval rates ranging from 95.98% to 99.54%.

Notable Quotes

• André Courville, Chairman of the Board: "The clear support expressed by our shareholders at the Meeting reflects the confidence they place in this transaction and in Boralex’s future. This vote represents a key milestone, enabling us to move forward with strong, committed partners. On behalf of the Board of Directors, I would like to thank our shareholders for their participation and continued support."
• Patrick Decostre, President and Chief Executive Officer: "The favorable vote by our shareholders marks a key milestone for Boralex and confirms their support for this transaction and our strategy. We believe that this partnership with Brookfield and La Caisse will provide us with enhanced financial flexibility and greater capacity to advance our portfolio of projects and execute our strategic plan and will allow us to fully capture the opportunities driven by rapidly evolving energy demand. I would like to thank our shareholders for their trust, as well as our teams for their continued commitment."