Mr. Brian Chin reports

ALGONQUIN POWER & UTILITIES CORP. ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATIONS FOR THREE SERIES OF SUBORDINATED NOTES

Algonquin Power & Utilities Corp. has commenced: (i) solicitations of consents (the U.S. solicitations) from holders of its outstanding 6.20 per cent fixed-to-floating subordinated notes -- Series 2019-A due July 1, 2079, and its outstanding 4.750 per cent fixed-to-fixed-reset-rate junior subordinated notes Series 2022-B due Jan. 18, 2082, to certain proposed amendments to the indentures governing the U.S. notes; and (ii) a solicitation of written consents and proxies (the Canadian solicitation) from holders of its outstanding 5.250 per cent fixed-to-fixed-reset-rate junior subordinated notes, Series 2022-A, due Jan. 18, 2082, to approve an extraordinary resolution authorizing certain proposed amendments to the indenture governing the 2022-A notes.

The following table summarizes certain terms of the consent solicitations.

The proposed amendments

For each series of notes, the proposed amendments would delete in its entirety the "automatic conversion" article of the applicable supplemental indenture, pursuant to which the notes of such series would automatically convert into a newly issued series of preferred shares of Algonquin upon the occurrence of certain bankruptcy and insolvency-related events in respect of Algonquin, together with the related definitions, the related covenant restricting Algonquin from issuing preferred shares ranking in priority to the preferred shares issuable upon such conversion, and other related conforming changes. If the proposed amendments become operative, holders would retain their notes as subordinated indebtedness of Algonquin rather than receive preferred shares. The proposed amendments would not change the interest rate, interest payment dates, maturity date, redemption provisions, interest deferral provisions or subordination provisions of any series of notes.

The automatic conversion was included in the terms of the notes at issuance in light of the methodology then applied by credit rating agencies in assigning equity credit to hybrid securities; following the rating agencies' revised methodology for hybrid instruments, the automatic conversion no longer contributes to the credit ratings of or the equity credit assigned to the notes, and Algonquin accordingly does not expect its removal to affect the instrument ratings of the notes. In addition, to the extent Algonquin issues hybrid securities in the future, Algonquin intends to issue such securities without an automatic conversion feature and wishes for all of its hybrid securities, including the notes, to rank pari passu with one another.

U.S. solicitations

The U.S. solicitations are being made solely on the terms and subject to the conditions set forth in Algonquin's consent solicitation statement dated Nov. 12, 2026. Each U.S. solicitation will expire at 5 p.m. New York time on Nov. 23, 2026, unless extended or earlier terminated by Algonquin in its sole discretion (such time and date, as it may be extended, the expiration time). Only holders of record of the U.S. notes as of 5 p.m. New York time on Nov. 10, 2026, are eligible to deliver consents. Consents may be revoked at any time prior to the earlier of the time at which the supplemental indenture giving effect to the proposed amendments with respect to the applicable series is executed and the expiration time, but not thereafter. Beneficial owners of U.S. notes held through a DTC (Depository Trust Company) participant must instruct their brokers or other custodians to deliver a consent on their behalf, and such custodians may set deadlines earlier than the expiration time. Consents must be delivered through the DTC's automated tender offer program. The delivery of a consent will not affect a holder's right to sell or transfer the notes. Only holders as of the U.S. record date or their duly designated proxies, including, for the purposes of the consent solicitations, DTC participants, may deliver a consent. A consent duly delivered pursuant to the terms of the U.S. statement will bind the holder and any subsequent registered holder or transferee of the U.S. notes to which such consent relates.

Adoption of the proposed amendments with respect to a series of U.S. notes requires the consent of holders of not less than a majority of the outstanding principal amount of such series, voting separately (the requisite consents). The U.S. solicitation for each series of U.S. notes is independent of the U.S. solicitation for the other series and of the Canadian solicitation, and receipt of the requisite consents with respect to one series is not a condition to the completion of the U.S. solicitation with respect to the other series.

Subject to the satisfaction or waiver of the conditions described in the U.S. statement, including receipt of the requisite consents for the applicable series, Algonquin expects to pay, promptly following the expiration time, to each holder of U.S. notes as of the U.S. record date who has validly delivered (and not validly revoked) a consent prior to the earlier of the effective time and the expiration time a consent payment as described in the table above (the consent payment). The proposed amendments with respect to a series of U.S. notes will become effective upon execution of the applicable supplemental indenture but will not become operative until the consent payment for such series has been paid. No consent payment will be made with respect to a series of U.S. notes if the requisite consents for such series are not received prior to the expiration time, if the applicable supplemental indenture is not executed or does not become effective, or if any of the other conditions described in the U.S. statement are not satisfied or waived. If the proposed amendments become operative with respect to a series of U.S. notes, they will bind all holders of such series, whether or not they consented; non-consenting holders will not receive the consent payment. Algonquin may terminate, extend or amend any U.S. solicitation at any time prior to the effective time as described in the U.S. statement.

Algonquin has retained RBC Capital Markets LLC as solicitation agent and D.F. King & Co. Inc. as information agent and tabulation agent for the U.S. solicitations. Questions regarding the terms of the U.S. solicitations may be directed to the solicitation agent, and questions regarding procedures and requests for copies of the U.S. statement may be directed to the information agent.

U.S. solicitation agent

RBC Capital Markets, Brookfield Place, 200 Vesey St., eighth floor, New York, N.Y., 10281

Attention:  liability management group

U.S. (collect):   1-212-618-7843

Toll-free:  1-877-381-2099

E-mail:  liability.management@rbccm.com

U.S. information agent and tabulation agent

D.F. King & Co., 28 Liberty St., 53rd floor, New York, N.Y., 10005

Banks and brokers call:  1-212-419-5055

All others call toll-free:  1-888-542-7446

E-mail:  aqn@dfking.com

Canadian solicitation

The Canadian solicitation is being made solely on the terms and subject to the conditions set forth in Algonquin's notice of meeting and consent and proxy solicitation statement dated Nov. 12, 2026. Under the indenture governing the 2022-A notes, the proposed amendments may be approved by an extraordinary resolution of holders passed either by an instrument in writing signed by holders of not less than 66-2/3rds per cent of the aggregate principal amount of the outstanding 2022-A notes or at a meeting of holders. Algonquin is soliciting written consents to the extraordinary resolution and, concurrently, proxies for a special meeting of holders of 2022-A notes to be held at 12 p.m. Toronto time on Dec. 11, 2026, at Algonquin's offices at 354 Davis Rd., Suite 100, Oakville, Ont. The meeting will be held only if the extraordinary resolution is not passed by written consent.

Only holders of 2022-A notes as of the close of business on Nov. 10, 2026, are entitled to deliver consents and proxies and to vote at the meeting, if held. The deadline for delivery of consents for purposes of the written consent solicitation is 5 p.m. Toronto time on Nov. 23, 2026, unless such deadline is extended. If holders of not less than 66-2/3rds per cent of the aggregate principal amount of the outstanding 2022-A notes have delivered valid consents in favour of the extraordinary resolution by the written consent deadline (and have not validly revoked such responses), the extraordinary resolution will be passed by written consent and the meeting will be cancelled, and Algonquin will announce the results by news release.

If the written consent threshold is not met, the meeting will proceed and the deadline for delivery of proxies will be 12 p.m. Toronto time on Dec. 9, 2026, unless such deadline is extended or the meeting is adjourned or postponed. At the meeting, the extraordinary resolution must be passed by holders of not less than 66-2/3rds per cent of the principal amount of 2022-A notes represented and voted at the meeting (at which holders of more than 50 per cent of the outstanding principal amount will constitute a quorum), subject to adjournment as described in the Canadian statement.

If the extraordinary resolution is approved, whether by written consent or at the meeting, and Algonquin, at its option, and the trustee execute the supplemental indenture giving effect to the proposed amendments, Algonquin will pay a fee as described in the table above to each holder of 2022-A notes as of the Canadian record date who responded to the Canadian solicitation by the written consent deadline, whether by consenting to or withholding consent from or by voting for or against the extraordinary resolution, and who did not validly revoke such instructions. Holders who respond after the written consent deadline, or revoke their consent or voting instructions to the proposed amendments by the written consent deadline will not be eligible to receive the fee. No fee will be paid if the extraordinary resolution is not approved or if the supplemental indenture does not become effective. If approved and implemented, the proposed amendments will be binding on all holders of 2022-A notes, whether or not they responded. The 2022-A notes are held in book-entry form through CDS, and beneficial holders must instruct their CDS participants to make an election through CDSX in sufficient time. Brokers, dealers or other intermediaries may set deadlines for the return of written consents and proxies from beneficial holders of notes that are in advance of the written consent deadline and the proxy cut-off time. The Canadian solicitation and the U.S. solicitations are not conditioned on one another. Algonquin reserves the right to terminate, extend or modify the Canadian solicitation, to cancel, postpone or adjourn the meeting, and, notwithstanding approval of the extraordinary resolution, to elect not to enter into the supplemental indenture, in each case as described in the Canadian statement.

Algonquin has retained RBC Dominion Securities Inc. as solicitation agent and TSX Trust Company as tabulation agent for the Canadian solicitation and the meeting.

Canadian solicitation agent

RBC Dominion Securities, Royal Bank Plaza, North Tower, 200 Bay Street, second floor, Toronto, Ont., M5J 2W7

Attention:  liability management team

Toll-free:  1-877-381-2099

Toronto:  1-416-842-6311

E-mail:   liability.management@rbccm.com

Canadian tabulation agent

TSX Trust, Suite 301, 100 Adelaide St. W, Toronto, Ont., M5H 4H1

Attention:  corporate actions

Bondholder enquiry line:  1-800-387-0825

Outside North America:  1-416-682-3860

E-mail:  shareholderinquiries@tmx.com

About Algonquin Power & Utilities Corp.

Algonquin Power & Utilities is a diversified international generation, transmission and distribution utility. Algonquin is committed to providing safe, secure, reliable, cost-effective and sustainable energy and water solutions through its portfolio of generation, transmission and distribution utility investments to over one million customer connections, largely in the United States and Canada. Algonquin's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. Algonquin's common shares and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively.

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