Annual meeting of common shareholders...2021/06/11 · Board of Directors 2021 Annual Meeting of Shareholders 3 Christopher Ball Arun Banskota Melissa Stapleton Barnes Christopher

Welcome to Algonquin Power & Utilities Corp.’s

2021Annual meeting of

common shareholders

Chair of the Board

Kenneth Moore

2021 Annual Meeting of Shareholders │ 2

Board of Directors


Christopher Ball Arun Banskota Melissa Stapleton Barnes

Christopher Huskilson D. Randy Laney Carol Leaman

Kenneth Moore Masheed Saidi Dilek Samil

Corporate officers participating in the meeting

Arun BanskotaPresident and Chief Executive Officer

Arthur Kacprzak Chief Financial Officer

George TrisicChief Governance Officer and Corporate Secretary

Jennifer Tindale Chief Legal Officer


Receipt of financial statements

Appointment of auditor

Election of directors

Advisory vote on executive compensation

Items of business

Meeting called to order


Please click on the question icon, then type in and submit your question.

If you wish to ask a question…


The polls will be opened for all items of business to be voted on at the same time. This will allow you to vote on each item immediately or, if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote.

If you have already voted or sent in a proxy, there is no need for you to vote by poll unless you would like to change your vote.

Voting instructions

How do you vote?



Scrutineer’s report

Note:

Notice of meeting


Notice calling this meeting has been sent to each intermediary and registered holder of common shares of the Company as of April 12, 2021, the record date for the meeting.

Presentation of the Corporation’s 2020 Annual Report containing the Corporation’s audited financial statements for the financial year ended December 31, 2020.

First item of business

Receipt of the financial statements


Appointment of auditor

Re-appoint Ernst & Young LLP as the auditors of the Company for the ensuing year.

Second item of business


Election of directorsThird item of business

The individuals shown here stand for election as directors of the Company, to hold office until the next annual meeting of shareholders or until their respective successors have been elected.

Christopher Ball Arun Banskota Melissa Stapleton Barnes

Christopher Huskilson D. Randy Laney Carol Leaman

Kenneth Moore Masheed Saidi Dilek Samil


Advisory vote on executive compensationAccept the approach to executive compensation disclosed in the management information circular of the Company.

Fourth item of business


For those of you who have not yet voted on all of the items of business, please do so now. As previously noted, if you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot.

We will now take a short break while the polls close and the results are tabulated by the Scrutineers.

Please vote now


Voting

Polls closedThe online ballots are now closed and the Scrutineers have tabulated the results.


The Scrutineers have reported that all matters put to a ballot have been passed with the requisite shareholder approval.

The motion on the re-appointment of the Company’sauditors has passed;

The nine nominees to the Board of Directors have been elected; and

The advisory resolution to approve the approach to executive compensation has passed.


Voting results

Further questions or comments

Any other business that may be properly brought before the meeting or any adjournment thereof.


Other business

Presentation from President and CEO

Following the presentation, management of the Company in attendance would be pleased to answer any questions you may have about the Company.

Arun Banskota


President and CEO

Arun Banskota


Forward-looking statementsCertain written statements included herein and/or oral statements made in connection with the presentation contained herein constitute “forward-looking information”within the meaning of applicable securities laws in each of the provinces of Canada and the respective policies, regulations and rules under such laws and “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). The words “will”, “expects”,“intends”, “should”, “would”, “anticipates”, “projects”, “forecasts”, “plans”, “estimates”, “may”, “scheduled”, “outlook”, “aims” and similar expressions are often intended toidentify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements contained in ormade in connection with this presentation include, but are not limited to statements regarding: the expected performance of Algonquin Power & Utilities Corp. (“AQN”,“Algonquin” or the “Company”); the Company’s expected future growth, earnings, cash flows, funds from operations, debt, dividends and rate base; capital expenditureand investment plans; development projects (including greenfield opportunities) and the anticipated generation capacity, timing, completion, cost, location, size,success rate and qualification for tax credits of such projects; the closing of acquisitions; the Company’s corporate development activities and the results thereof,including the expected business mix between the Company’s operating segments; carbon emissions; and safety and system operating performance. These statementsare based on factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, including the factors and assumptions referred to inthis presentation or contained in AQN’s Management Discussion and Analysis for the three months ended March 31, 2021 (the “Interim MD&A”) or AQN’s ManagementDiscussion and Analysis for the three and twelve months ended December 31, 2020 (the “Annual MD&A”). Since forward-looking statements relate to future events andconditions, by their nature they rely on assumptions and involve inherent risks and uncertainties. AQN cautions that although it is believed that the assumptions arereasonable in the circumstances, actual results may differ materially from the expectations set out in the forward-looking statements. Material risk factors include thoseset out in the Interim MD&A, the Annual MD&A, and AQN’s Annual Information Form for the year ended December 31, 2020, each filed with securities regulatory authoritiesin Canada and the United States. Given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates.Other than as specifically required by law, AQN undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise.

CurrencyIn this presentation, unless otherwise specified or the context requires otherwise, all dollar amounts are expressed in U.S. dollars.

Non-GAAP Financial MeasuresThe terms “Adjusted Net Earnings”, “Adjusted Net Earnings per share” (“Adjusted Net EPS”), “earnings before interest, taxes, depreciation and amortization” (“EBITDA”),“Adjusted EBITDA”, “Adjusted Funds from Operations”, "Net Energy Sales", "Net Utility Sales" and “Divisional Operating Profit” (together the “Financial Measures”) may beused in this presentation and discussion. The Financial Measures are not recognized measures under U.S. GAAP. There is no standardized measure of the FinancialMeasures; consequently, AQN’s method of calculating the Financial Measures may differ from methods used by other companies and therefore they may not becomparable to similar measures presented by other companies. An explanation, calculation and analysis of the Financial Measures, including a reconciliation to themost directly comparable U.S. GAAP measure, where applicable, can be found in the Interim MD&A and the Annual MD&A. A reconciliation of certain of the FinancialMeasures used in the presentation to the most directly comparable U.S. GAAP measure can also be found in Appendix – Reconciliation of Non-GAAP Financial Measuresbeginning on page 33 of this presentation.


Agenda

Corporate overview

2020 financial performance

2020 notable achievements

Three strategic pillars

Looking ahead


Business overview1

Regulated Services GroupProvides regulated wastewater, water, natural gas and electric utility services to over 1 million customer connections through operations in North America, Bermuda, and Chile.

Renewable Energy GroupOwns and operates a portfolio of North American renewable and clean energy power generating facilities representing ~2.3 GW of gross installed capacity. Also has investments in generating assets with ~1.1 GW2 of net generating capacity.

1. All data on this slide as at March 31, 2021.2. Includes AQN’s 44.2% interest in Atlantica Sustainable Infrastructure plc and 51% interest in a portfolio

of three Texas coastal wind facilities with a combined gross generating capacity of 621 MW.

$9.2 Bregulated utility assets

16 jurisdictionslargely in North America

1,089,000customer connections

39renewable energy facilities

~2.3 GWgross installed capacity

~13 yearsaverage PPA length


Utility distribution system (Regulated Services Group)

Rate-based power generation (Regulated Services Group)

Pending utility acquisition (Regulated Services Group)

Operational power generation site (Renewable Energy Group)

Development projects (Renewable Energy Group)

2020 financial highlights and shareholder return

Strong performance from a stable, growing business

AdjustedEBITDA1

á 4%Adjusted Net EPS1

á 2%Total

Assets

á 21%

1. Please see “Non-GAAP Financial Measures” on page 20 of this presentation, and Appendix – Reconciliation of Non-GAAP Financial Measures beginning on page 33 of this presentation.

2. 2020 TSR calculation on New York Stock Exchange (NYSE), as of December 31, 2020.3. 5-year and 10-year TSR calculation on Toronto Stock Exchange (TSX), as of December 31, 2020.

Year-over-year growth in key financial metrics

2020TSR2

á 22%Cumulative 5-year TSR3

1

á 141%Cumulative10-year TSR3

á 562%Track record of industry-leading total shareholder returns (“TSR”)


$-

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

Div

iden

d pe

r sha

re (

DPS

) ($

)2Track record of common share dividend growth

1. Estimated by applying AQN’s previously-announced Q2 2021 dividend to AQN’s anticipated Q3 and Q4 2021 dividends.2. The dividend paid in 2009 to 2014 was translated from Canadian to U.S. dollars using the average annual exchange rates

as posted by the Bank of Canada.

1

$0.6824annual common share dividend1

10% historical DPS growth CAGR


Three pillar foundation

Three pillars form the key foundation as we continue to build the business

Growth• Strong growth trajectory

and capital program• Opportunities for growth

through C&I greening efforts

Operationalexcellence

• Reliable delivery of key services to stakeholders

• Award-winning safety culture and customer first mindset

Sustainability• Recognized as a

leader in ESG• Committed to ESG

through company initiatives and values

Algonquin Power & Utilities Corp.


Three pillar foundation – growth

Regulated Services Group• Organic investments expected to improve safety and reliability• Completion of ESSAL and BELCO utility acquisitions – customer connections now surpass one million• Greening the fleet initiatives – Midwest wind completed in 2021

Renewable Energy Group• Well-positioned in C&I space• Framework agreement with Chevron for potential development of >500 MW renewables• 3.4 GW pipeline of potential greenfield opportunities

Largest construction program in AQN history during 2020• New projects expected to double overall portfolio• Nearly 1,400 MW reached commercial operations• Remainder on track for completion by year-end 2021


Three pillar foundation – operational excellence

First class safety culture• 33% year-over-year improvement of recordable injury rate in 2020 vs. 2019; top-quartile performance• Achieved milestone of 6 million safety hours with no lost-time injuries

Resilient business model • Underscored by diversified business model and emergency preparedness • Reliable delivery of essential services not impacted during COVID-19 pandemic

Solid improvements in reliability metrics• 21 point improvement in J.D. Power customer satisfaction scores in 2020 vs. 2019

Seamless integration of new utilities• First full year of contributions from new gas utilities

Strong balance sheet• Maintaining investment-grade BBB credit rating


Enhanced ESG disclosures in 2020• Published 2020 Sustainability Report with enhanced disclosures around nine priority issues• Released first climate change assessment report in response to guidelines established by

the Financial Stability Board's Task Force on Climate-Related Financial Disclosures (TCFD)

Sustainability aligned with compensation programs• ESG initiatives linked to business strategy

Greening the fleet initiatives progressing well• Closure of Asbury coal plant in March 2020 expected to

reduce carbon emissions annually by 905,000 metric tons• On track to achieve goal of 75% renewables by 2023

External recognition on ESG leadership• AA rating by MSCI• Inclusion of AQN shares into S&P Global Clean Energy Index

Three pillar foundation – sustainability


Concluding remarks

Robust investment pipeline and three pillar foundation supports long-term shareholder value

Continue to successfully execute on identified capital

investment opportunities totaling $9.4 billion from

2021 through 2025.

AQN’s two business groups well-positioned to

contribute to and benefit from transition to a decarbonized

economy.

Three strategic pillars provide key foundation as we continue

to build the business and seek to drive long-term

shareholder value.


Thank you

Thank you to all of our shareholders, as well as others who have joined us today, for your support and your attendance at this meeting.

Conclusion

Appendix

Reconciliation of non-GAAP financial measures

Twelve months ended December 31(all dollar amounts in $ millions) 2020 2019

Net earnings attributable to shareholders $ 781.1 $ 530.9

Add (deduct):

Net earnings attributable to the non-controlling interest, exclusive of HLBV1 14.9 19.1Income tax expense 66.0 70.1Interest expense 181.9 181.5Other net losses3 61.3 26.7Pension and post-employment non-service costs 14.1 17.3Change in value of investments carried at fair value2 (539.7) (278.1)Gain on derivative financial instruments (21.0) (16.1)Realized loss on energy derivative contracts (1.1) (0.2)Loss (gain) on foreign exchange (2.1) 3.1

Depreciation and amortization 314.1 284.3

Adjusted EBITDA $ 869.5 $ 838.61. HLBV represents the value of net tax attributes earned during the period primarily from electricity generated by certain U.S. wind power and U.S. solar generation facilities.

HLBV earned in the three and twelve months ended December 31, 2020 amounted to $20.4 million and $69.5 million as compared to $16.0 million and $65.0 million during the same period in 2019.2. See Note 8 in the annual consolidated financial statements

3. See Note 19 in the annual consolidated financial statements

Reconciliation of adjusted EBITDA to net earningsThe following table is derived from and should be read in conjunction with the consolidated statement of operations. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted EBITDA and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to U.S. GAAP consolidated net earnings.


Reconciliation of non-GAAP financial measuresReconciliation of adjusted net earnings to net earningsThe following table is derived from and should be read in conjunction with the consolidated statement of operations. This supplementary disclosure is intended to more fully explain disclosures related to Adjusted Net Earnings and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to consolidated net earnings in accordance with U.S. GAAP.

The following table shows the reconciliation of net earnings to Adjusted Net Earnings exclusive of these items:



3. Includes a one-time tax expense of $9.3 million to reverse the benefit of deductions taken in the prior year. See Note 18 in the annual consolidated financial statements.

Twelve months ended December 31

(all dollar amounts in $ millions) 2020 2019

Net earnings attributable to shareholders $ 781.1 $ 530.9

Add (deduct):Gain on derivative financial instruments (21.0) (0.3)Realized loss on energy derivative contracts (1.1) (0.2)Other net losses2 61.3 26.7Loss (gain) on foreign exchange (2.1) 3.1Change in value of investments carried at fair value1 (539.7) (278.1)Other non-recurring adjustments 1.0 2.2

Adjustment for taxes related to above3 84.9 37.0

Adjusted Net Earnings $ 364.4 $ 321.3Adjusted Net Earnings per share $ 0.64 $ 0.63


Contact us:

Arun BanskotaPresident and Chief Executive Officer

Arthur Kacprzak Chief Financial Officer

Investor RelationsTel : 905-465-4500 Email: [email protected]

Contact information

* Shares outstanding and closing price (NYSE) as of April 30, 2021.** Annualized using Q2 2021 dividend rate.

Head Office: Greater Toronto Area, OntarioOntario Common Share Symbol: TSX/NYSE: AQNSubordinated Notes Symbols: NYSE: AQNA, AQNBPreferred Share Symbols: TSX: AQN.PR.A, AQN.PR.DShares Outstanding*: 611,835,344Share Price*: $16.14Market Capitalization: $9.9 BDividend**: $0.6824 per share annually

Corporate information

@AQN_Utilities www.linkedin.com/company/algonquin-power-&-utilities-corp @aqn_algonquinpower


Documents

Annual meeting of common shareholders...2021/06/11 · Board of Directors 2021 Annual Meeting of Shareholders 3 Christopher Ball Arun Banskota Melissa Stapleton Barnes Christopher