Press Release
LONGUEUIL, Québec, April 9, 2025 – Innergex Renewable Energy Inc. (TSX: INE) (“Innergex” or the “Corporation”) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisor, has issued a report recommending that common shareholders of Innergex (“Innergex Shareholders”) vote FOR the previously announced plan of arrangement (the “Arrangement”) with CDPQ. Under the terms of the Arrangement, Innergex Shareholders will receive $13.75 for each share of Innergex owned (other than those already held by CDPQ and its affiliates and the shares to be rolled over by certain members of senior management) (the “Consideration”). The Consideration represents a premium of 58% to the closing price of Innergex shares on the Toronto Stock Exchange on February 24, 2025 and approximately 80% to the 30-day volume weighted average share price on the TSX for the period ending on the same date, being the last trading day prior to the execution of the Arrangement Agreement.
In issuing its endorsement of the Arrangement to clients, ISS highlighted the “attractive cash offer that represents a healthy premium” while also finding the risk of non-approval unappealing due to economic and political issues. In addition to its analysis on the Arrangement, ISS also recommended Innergex Shareholders vote FOR all director nominees, the Corporation’s advisory vote on executive compensation, and the appointment of the Auditors.
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.
Details of the Meeting
An annual and special meeting of shareholders (the “Meeting”) is scheduled to be held in a virtual-only format on May 1, 2025 at 4:00 p.m. (Eastern Daylight Time) by live webcast at https://meetnow.global/MVGJCFQ.
The deadline for Innergex Shareholders to submit votes by proxy is Tuesday, April 29, 2025 at 4:00 p.m. (Eastern Daylight Time)
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 advisors. The Circular has been mailed to Innergex Shareholders and is available on the SEDAR+ profile of Innergex at www.sedarplus.ca and at https://www.innergex.com/en/events/annual-and-special-meeting-of-shareholders.
In addition to the above, the holders of cumulative rate reset preferred shares, Series A of Innergex (the “Series A Preferred Shares”) will also vote as a separate class at the Meeting to approve the acquisition of all of the outstanding Series A Preferred Shares at a price of $25.00 per share (plus all accrued and unpaid dividends and an amount in cash per Series A Preferred Share equal to the dividends that would have been payable in respect of such share until January 15, 2026, which is the next available redemption date).
Shareholder Questions and Voting Assistance
Innergex Shareholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at assistance@laurelhill.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 91 operating facilities with an aggregate net installed capacity of 3,737 MW (gross 4,693 MW), including 42 hydroelectric facilities, 36 wind facilities, 10 solar facilities and 3 battery energy storage facilities. Innergex also holds interests in 16 projects under development with a net installed capacity of 915 MW (gross 1,547 MW), 5 of which are under construction, as well as prospective projects at different stages of development with an aggregate gross installed capacity totaling 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. To learn more, visit innergex.com or connect with us on LinkedIn.
For information
Innergex
Investor Relations
Naji Baydoun
Director – Investor Relations
450 928-2550 #1263
investorrelations@innergex.com
Media
Jade Lachapelle
Advisor – Communications
450 928-2550 #1302
media@innergex.com
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