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Notice of 2018 Annual Meeting of Shareholders April 27, 2018

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Notice of 2018 Annual Meeting of Shareholders April 27, 2018 Notice of 2018 annual meeting of shareholders April 27, 2018 Management proxy circular March 1, 2018 Established in July 2009, Capital Power Corporation is a growth-oriented North American independent power producer headquartered in Edmonton, Alberta. We develop, acquire, own and operate power generation facilities using a variety of energy sources. We own approximately 4,500 megawatts of power generation capacity at 24 facilities and are pursuing contracted generation capacity throughout North America. Our shares are traded on the Toronto Stock Exchange under the symbol CPX. For seven consecutive years, Capital Power has earned placement on Corporate Knights’ “Best 50 Corporate Citizens in Canada” listing (2011 – 2017). Visit our website for more information (www.capitalpower.com). What’s inside What’s inside ......................................................................................................................................................................... 1 LETTER TO SHAREHOLDERS ............................................................................................................................................. 3 NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS .............................................................................................. 4 MANAGEMENT PROXY CIRCULAR ..................................................................................................................................... 5 1. About the shareholder meeting ....................................................................................................................................... 6 Voting ............................................................................................................................................................................... 6 Business of the meeting .................................................................................................................................................... 9 About the nominated directors ........................................................................................................................................ 11 OUR ADVANCE NOTICE BY-LAW ........................................................................................................................ 11 OUR POLICY ON MAJORITY VOTING ................................................................................................................. 11 DIRECTOR PROFILES.......................................................................................................................................... 12 MEETING ATTENDANCE AND COMMITTEE MEMBERSHIPS ............................................................................ 17 DIRECTOR INTERLOCKS .................................................................................................................................... 17 DIRECTOR EDUCATION ...................................................................................................................................... 18 2. Governance ..................................................................................................................................................................... 19 Governance at Capital Power ......................................................................................................................................... 19 GOVERNANCE HIGHLIGHTS ............................................................................................................................... 19 About the board .............................................................................................................................................................. 20 Independence ........................................................................................................................................................ 20 ROLE AND RESPONSIBILITIES ........................................................................................................................... 21 ORIENTATION AND ONGOING DEVELOPMENT ................................................................................................ 23 RECRUITMENT, ASSESSMENT AND TENURE ................................................................................................... 24 Diversity ................................................................................................................................................................. 26 SHAREHOLDER ENGAGEMENT ......................................................................................................................... 27 SHAREHOLDER PROPOSALS ............................................................................................................................. 27 Board committees ........................................................................................................................................................... 28 AUDIT COMMITTEE .............................................................................................................................................. 28 CORPORATE GOVERNANCE, COMPENSATION AND NOMINATING (CGC&N) COMMITTEE ......................... 30 HEALTH, SAFETY AND ENVIRONMENT (HSE) COMMITTEE ............................................................................ 32 3. Compensation ................................................................................................................................................................. 33 Director compensation .................................................................................................................................................... 33 Compensation discussion and analysis .......................................................................................................................... 33 APPROACH TO COMPENSATION ....................................................................................................................... 33 DECISION-MAKING PROCESS ............................................................................................................................ 33 ELEMENTS OF COMPENSATION ........................................................................................................................ 34 2017 details .................................................................................................................................................................... 36 2018 Management proxy circular 1 DIRECTOR COMPENSATION TABLE .................................................................................................................. 36 BREAKDOWN OF FEES EARNED ....................................................................................................................... 37 SHARE OWNERSHIP ........................................................................................................................................... 38 Executive compensation ................................................................................................................................................. 39 Letter to shareholders ..................................................................................................................................................... 39 COMPENSATION PRACTICES............................................................................................................................. 41 Compensation discussion and analysis .......................................................................................................................... 42 APPROACH TO COMPENSATION ....................................................................................................................... 42 DECISION-MAKING PROCESS ............................................................................................................................ 44 ELEMENTS OF COMPENSATION ........................................................................................................................ 46 ASSESSING PERFORMANCE.............................................................................................................................. 52 Risk management .................................................................................................................................................. 52 COMPENSATION DECISIONS FOR 2017 ............................................................................................................ 54 SHARE PERFORMANCE ...................................................................................................................................... 58 2017 details .................................................................................................................................................................... 60 SUMMARY COMPENSATION TABLE................................................................................................................... 60 INCENTIVE PLAN AWARDS ................................................................................................................................. 62 EQUITY COMPENSATION PLANS ....................................................................................................................... 63 RETIREMENT BENEFITS ..................................................................................................................................... 65 OTHER BENEFITS ...............................................................................................................................................
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