Canada
(State or other jurisdiction of incorporation or organization)
|
Not Applicable
(I.R.S. Employer)
Identification No.)
|
354 Davis Road
Oakville, Ontario
L6J 2X1, Canada
(Address of principal executive offices)
|
Not Applicable
(Zip Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Title of Securities
Being Registered
|
Amount
to be
Registered(1)
|
Proposed
Maximum
Offering Price
Per Share(2)(3)
|
Proposed
Maximum
Aggregate
Offering Price(2)(3)
|
Amount of
Registration
Fee(3)
|
Common Shares, no par value
|
1,000,000
|
$9.11
|
$9,110,000
|
$917.38
|
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall also cover any additional common shares which become issuable under the Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares.
|
(2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act and is based upon the average of the high and low selling prices per share of the Registrant’s Common Shares, as reported on The Toronto Stock Exchange on September 12, 2016, which was Cdn$11.92 per share.
|
(3) |
U.S. dollar amounts are calculated based on the Bank of Canada noon rate of exchange reported on September 12, 2016, which was Cdn$1.00=US$0.7647.
|
Item 1. |
Plan Information.*
|
Item 2. |
Registrant Information and Employee Plan Annual Information.*
|
* |
As permitted by Rule 428 under the Securities Act, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed.
|
Item 3. |
Incorporation of Documents by Reference.
|
(a) |
The Registrant’s Annual Report on Form 40-F for the year ended December 31, 2015, filed with the Commission on March 15, 2016;
|
(b) |
Each of the Registrant’s Reports on Form 6-K furnished to the Commission on or after January 1, 2016 and prior to the date of this Registration Statement; and
|
(c) |
The description of the Registrant’s Common Shares contained in the Registrant’s Registration Statement No. 000-53808 on Form 8-A, as filed with the Commission on October 27, 2009, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
|
Item 4. |
Description of Securities.
|
Item 5. |
Interests of Named Experts and Counsel.
|
Item 6. |
Indemnification of Directors and Officers.
|
Item 7. |
Exemption from Registration Claimed.
|
Item 8. |
Exhibits.
|
Item 9. |
Undertakings.
|
(a) |
The undersigned Registrant hereby undertakes:
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement;
|
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be an initial bona fide offering thereof;
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
|
(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(h) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
ALGONQUIN POWER & UTILITIES CORP.
|
||
By:
|
/s/ David Bronicheski
|
|
Name:
|
David Bronicheski
|
|
Title:
|
Chief Financial Officer
|
Signature
|
Title of Capacities
|
Date
|
||
/s/ Ian Robertson
|
Chief Executive Officer and Director
|
September 15, 2016
|
||
Ian Robertson
|
(principal executive officer)
|
|||
/s/ David Bronicheski
|
Chief Financial Officer
|
September 15, 2016
|
||
David Bronicheski
|
(principal financial officer and principal accounting officer)
|
|||
/s/ Kenneth Moore
|
Director, Chair of the Board
|
September 15, 2016
|
||
Kenneth Moore
|
||||
/s/ Dilek L. Samil
|
Director
|
September 15, 2016
|
||
Dilek L. Samil
|
||||
/s/ Christopher J. Ball
|
Director
|
September 15, 2016
|
||
Christopher J. Ball
|
||||
/s/ Christopher Huskilson
|
Director
|
September 15, 2016
|
||
Christopher Huskilson
|
||||
/s/ Christopher K. Jarratt
|
Director
|
September 15, 2016
|
||
Christopher K. Jarratt
|
||||
/s/ Masheed Saidi
|
Director
|
September 15, 2016
|
||
Masheed Saidi
|
||||
/s/ George L. Steeves
|
Director
|
September 15, 2016
|
||
George L. Steeves
|
||||
/s/ Melissa Stapleton Barnes
|
Director
|
September 15, 2016
|
||
Melissa Stapleton Barnes
|
By:
|
/s/ Greg Sorensen
|
|
Name:
|
Greg Sorensen
|
|
Title:
|
President, Liberty Utilities Co.
|
Exhibit
Number
|
Description
|
4.1
|
Algonquin Power & Utilities Corp. Director Deferred Share Unit Plan, effective June 21, 2011, as amended on June 9, 2016.
|
Opinion of Blake, Cassels & Graydon LLP.
|
|
Consent Letter from Ernst & Young LLP.
|
|
23.2
|
Consent of Blake, Cassels & Graydon LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
|
24.1
|
Powers of Attorney (included on the signature page hereof).
|
1.1 |
Purpose
|
(a) |
to promote a greater alignment of long-term interests between Eligible Directors of the Corporation and the shareholders of the Corporation; and
|
(b) |
to provide a compensation system for Eligible Directors that, together with the other Director compensation mechanisms of the Corporation, is reflective of the responsibility, commitment and risk accompanying Board membership and the performance of the duties required of the various committees of the Board.
|
1.2 |
Definitions
|
(a) |
“Account” means the account maintained by the Corporation in its books for each Eligible Director to record the DSUs credited to such Eligible Director under the Plan;
|
(b) |
“Affiliate” means an affiliate of the Corporation, as applicable, as the term “affiliate” is defined in paragraph 8 of the Canada Revenue Agency’s interpretation bulletin IT-337R4, “Retiring Allowances”;
|
(c) |
“Annual Cash Remuneration” means all amounts ordinarily payable in cash to an Eligible Director by the Corporation in respect of the services provided by the Eligible Director to the Corporation in connection with such Eligible Director’s service on the Board in a fiscal year, including without limitation (i) the Cash Retainer, (ii) the fee for serving as a member of a Board committee; and (iii) the fee for chairing a Board committee which amounts shall, unless otherwise determined by the Board or the Committee, be payable Quarterly in arrears. For greater certainty, “Annual Cash Remuneration” shall exclude any meeting fees payable in respect of attendance at individual meetings and any amounts received by an Eligible Director as a reimbursement for expenses incurred in attending meetings;
|
(d) |
“Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;
|
(e) |
“Beneficiary” means an individual who, on the date of an Eligible Director’s death, is the person who has been designated in accordance with Section 4.7 and the laws applying to the Plan, or where no such individual has been validly designated by the Eligible Director, or where the individual does not survive the Eligible Director, the Eligible Director’s legal representative;
|
(f) |
“Board” means the Board of Directors of the Corporation;
|
(g) |
“Broker” means, with respect to an Eligible Director, a broker independent from the Corporation under Stock Exchange Rules, who has been designated by the Eligible Director in accordance with rules established by the Committee and who is a member of the Toronto Stock Exchange or any such other stock exchange as may be determined by the Committee from time to time;
|
(h) |
“Code” means the U.S. Internal Revenue Code of 1986, as amended and any applicable United States Treasury Regulations and other binding regulatory guidance thereunder;
|
(i) |
“Committee” means the Corporate Governance Committee of the Board, or such other persons designated by the Board;
|
(j) |
“Common Share” means a common share of the Corporation and includes any shares of the Corporation into which such shares may be converted, reclassified, subdivided, consolidated, exchanged or otherwise changed, whether pursuant to a reorganization, amalgamation, merger, arrangement or other form of reorganization;
|
(k) |
“Corporation” means Algonquin Power & Utilities Corp. and includes any successor corporation thereof, and any reference in the Plan to action by the Corporation means action by or under the authority of the Board or the Committee;
|
(l) |
“Conversion Date” means the date used to determine the Fair Market Value of a Deferred Share Unit for purposes of determining the number of Deferred Share Units to be credited to an Eligible Director under Section 2.3, which date shall, subject to variation as determined by the Board or the Committee, generally be the last day of each Quarter and, in any event, shall not be earlier than the first business day of the year in respect of which the Deferred Share Units are being provided;
|
(m) |
“Deferred Share Unit” or “DSU” means a unit credited by the Corporation to an Eligible Director by way of a bookkeeping entry in the books of the Corporation, as determined by the Board, pursuant to the Plan, the value of which at any particular date shall be the Fair Market Value at that date;
|
(n) |
“Director” means a member of the Board;
|
(o) |
“Effective Date” has the meaning ascribed thereto in Section 1.3;
|
(p) |
“Elected Percentage” has the meaning ascribed thereto in Exhibit A;
|
(q) |
“Election Notice” means the written election under Section 2.2 to receive Deferred Share Units, in the form of Exhibit A hereto, or such other form as may be prescribed by the Committee from time to time;
|
(r) |
“Eligible Director” means all Directors of the Corporation who are not employees of the Corporation or any Affiliate, and including any non-executive Chair of the Board;
|
(s) |
“Entitlement Date” has the meaning ascribed thereto in Section 3.1;
|
(t) |
“Fair Market Value” means, with respect to any particular date, the volume weighted average trading price per Common Share on the Stock Exchange during the immediately preceding 5 Trading Days. In the event that the Common Shares are not listed and posted for trading on the Stock Exchange, the Fair Market Value shall be the fair market value of the Common Shares as determined by the Corporation in its sole discretion, acting reasonably and in good faith;
|
(u) |
“Insider” “Insider” means an “insider” as defined in the policies of the Toronto Stock Exchange relating to Securities-Based Compensation Arrangement plans;
|
(v) |
“Plan” means this Algonquin Power & Utilities Corp. Directors’ Deferred Share Unit Plan, as amended from time to time;
|
(w) |
“Quarter” means a fiscal quarter of the Corporation, which, until changed by the Corporation, shall be the three month period ending March 31, June 30, September 30 and December 31 in any year and “Quarterly” means each “Quarter”;
|
(x) |
“Securities-Based Compensation Arrangements” means a stock option, stock option plan, employee stock purchase or ownership plan or any other compensation or incentive mechanism of the Corporation involving the issuance or potential issuance, from treasury, of Shares or other securities of the Corporation to one or more participants, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;
|
(y) |
“Stock Exchange” means The Toronto Stock Exchange, or if the Common Shares are not listed on The Toronto Stock Exchange, such other stock exchange on which the Common Shares are listed, or if the Common Shares are not listed on any stock exchange, then on the over-the-counter market.
|
(z) |
“Stock Exchange Rules” means the applicable rules of any stock exchange upon which shares of the Corporation are listed;
|
(aa) |
“Termination Date” means the date of an Eligible Director’s death, or retirement from, or loss of office or employment with the Corporation or a corporation related thereto, within the meaning of paragraph 6801(d) of the regulations under the Income Tax Act (Canada), including (i) the voluntary resignation or retirement of an Eligible Director from the Board; or (ii) the removal of an Eligible Director from the Board whether by shareholder resolution or failure to achieve re-election;
|
(bb) |
“Trading Day” means any date on which the Stock Exchange is open for the trading of Common Shares and on which Common Shares are actually traded; and
|
(cc) |
“US Director” means an individual who is a citizen or permanent resident of the United States for purposes of the Code or an individual for whom the compensation subject to deferral under this Plan would otherwise be subject to income tax under the Code.
|
1.3 |
Effective Date
|
1.4 |
Eligibility
|
1.5 |
Construction
|
1.6 |
Administration
|
1.7 |
Governing Law
|
2.1 |
Payment of Annual Cash Remuneration
|
2.2 |
Election Process
|
(a) |
A person who is an Eligible Director on the effective date of the Plan may elect a form or forms of payment of Annual Cash Remuneration payable for services provided after such effective date of the Plan by completing and delivering to the Secretary of the Corporation an initial Election Notice by no later than 30 days after the effective date of the Plan, which shall apply to the Eligible Director’s Annual Cash Remuneration payable for services provided after the effective date of such election, subject to the provisions of Section 2.2(c).
|
(b) |
An individual who becomes an Eligible Director during a year may elect the form or forms of payment of Annual Cash Remuneration earned in Quarters that commence after the date the election is made by completing and delivering to the Secretary of the Corporation an Election Notice within 30 days after the individual becomes an Eligible Director.
|
(c) |
An Eligible Director who has previously made an election under this Section 2.2, or who has never made any election under the Plan may elect the form or forms of payment of Annual Cash Remuneration for a subsequent fiscal year by completing and delivering to the Secretary of the Corporation a new Election Notice on or before September 30 immediately preceding the first day of such subsequent fiscal year.
|
(d) |
An Eligible Director who has previously made an election under this Section 2.2, or who has never made an election under the Plan may elect the form or forms of payment of Annual Cash Remuneration for a subsequent period by completing and delivering to the secretary of the Corporation a new Election Notice prior to January 1 of the calendar year that includes the first day of the relevant period.
|
(e) |
The Committee may prescribe election forms for use by Eligible Directors who are residents of a jurisdiction other than Canada that differ from the election forms it prescribes for use by Canadian resident Eligible Directors where the Committee determines it is necessary or desirable to do so to obtain comparable treatment for the Plan, the Eligible Directors or the Corporation under the laws or regulatory policies of such other jurisdiction as is provided under the laws and regulatory policies of Canada and its Provinces, provided that no election form prescribed for use by a non-resident of Canada shall contain terms that would cause the Plan to cease to meet the requirements of paragraph 6801(d) of the regulations under the Income Tax Act (Canada) and any successor to such provisions.
|
(f) |
For greater certainty, if the Corporation establishes a policy for members of the Board with respect to the acquisition and / or holding of Common Shares and / or DSUs, each Director shall ensure that any election he or she makes under this Section 2.2 complies with such policy.
|
2.3 |
Deferred Share Units
|
2.4 |
Maximum Number of Shares and Limits
|
(i) |
the number of Common Shares reserved for issuance pursuant to Deferred Share Units granted to Insiders shall not exceed 10% of the issued and outstanding Common Shares; and
|
(ii) |
the number of Common Shares issued to Insiders, within a one year period, shall not exceed 10% of the issued and outstanding Common Shares.
|
2.5 |
Dividends
|
2.6 |
Eligible Director’s Account
|
2.7 |
Adjustments and Reorganizations
|
3.1 |
Redemption of Deferred Share Units
|
3.2 |
Settlement of Deferred Share Units
|
3.3 |
Extended Entitlement Date
|
3.4 |
Limitation on Extension of Entitlement Date
|
3.5 |
Purchase of Common Shares on the Open Market
|
(i) |
the aggregate purchase price of the Common Shares;
|
(ii) |
the purchase price per share or, if the Common Shares were purchased at different prices, the average purchase price (computed on a weighted average basis) per share);
|
(iii) |
the amount of any related brokerage commission; and
|
(iv) |
the settlement date for the purchase of the Common Shares.
|
(i) |
the Broker’s agreement with being so designated, to acting for the Eligible Director’s account in accordance with customary usage of the trade with a view to obtaining the best share price for the Eligible Director in respect of the Common Shares to be purchased for the Eligible Director, and to delivering to the Eligible Director, or his or her representative, the share certificate for, or to transferring electronically to an account designated by the Eligible Director, the Common Shares purchased upon receipt from the Corporation of payment of the aggregate purchase price and related reasonable brokerage commission; and
|
(ii) |
the Corporation’s agreement to notify the Broker of the number of Common Shares to be purchased and to pay the aggregate purchase price and the related reasonable brokerage commission,
|
4.1 |
Unfunded Plan
|
4.2 |
Successors and Assigns
|
4.3 |
Plan Amendment
|
(a) |
any approvals required under applicable law or the Stock Exchange Rules are obtained;
|
(b) |
shareholder approval will be sought where the proposed addition or amendment results in: (i) an increase in the maximum number of Common Shares issuable from treasury under the Plan; (ii) a change in the definition of Fair Market Value which would result in a decrease in the value of Deferred Share Units redeemed under the Plan; (iii) a change in the term of any Deferred Share Units; (iv) a change in the vesting provisions of the Plan; or (v) an amendment to the amending provisions of the Plan; and
|
(c) |
no such amendment shall, without the consent of the Eligible Director or unless required by law, adversely affect the rights of an Eligible Director with respect to any amount in respect of which an Eligible Director has then elected to receive Deferred Share Units or Deferred Share Units which the Eligible Director has then been granted under the Plan.
|
4.4 |
Plan Termination
|
4.5 |
Applicable Trading Policies and Reporting Requirements
|
4.6 |
Currency
|
4.7 |
Designation of Beneficiary
|
4.8 |
Death of Eligible Director
|
4.9 |
Rights of Eligible Directors
|
4.10 |
Compliance with Law
|
4.11 |
Administration Costs
|
4.12 |
Limited Liability
|
4.13 |
Withholding
|
1. |
GENERAL
|
2. |
SECTION 409A
|
2.1 |
It is intended the terms of the Deferred Share Units and the rules of the Plan shall be administered and interpreted so as to comply with the provisions of Section 409A of the Code (“§409A”), and any provision that would cause the terms of any Deferred Share Unit to fail to satisfy §409A will have no force and effect until amended to comply with §409A (which amendment may be retroactive to the extent permitted by §409A).
|
2.2 |
To the extent a Deferred Share Unit constitutes deferred compensation for the purposes of §409A, if payment will occur following or otherwise as a result of a US Director’s Termination Date, the US Director shall not be treated as having had a Termination Date for the purposes of his or her Deferred Share Units and no payments shall be due to the US Director in relation to his or her Deferred Share Units which are payable following or otherwise as a result of a Termination Date until the US Director would be considered to have incurred a “separation from service” from the Company within the meaning of §409A such that it is reasonably anticipated that no further services will be performed.
|
2.3 |
If a US Director becomes a “specified employee” within the meaning of §409A and is a “specified employee” at his or her Termination Date, then any amounts that would otherwise be paid or provided pursuant to an Deferred Share Unit during the six-month period immediately following his or her Termination Date shall be paid, to the extent required to avoid accelerated taxation and/or tax penalties under §409A, on the first business day after the date that is six months following such Termination Date (or upon the Eligible Director’s death, if earlier).
|
2.4 |
For purposes of Section 3.1 of the Plan, a US Director’s election of an Entitlement Date or Dates must be made at the same time the Eligible Director makes his or her election to receive Deferred Share Units under Section 2.2. Moreover, any Entitlement Date elected by the Eligible Director must meet the definition of a “fixed date” within the meaning of §409A following the Termination Date.
|
2.5 |
In the event a US Director fails to make an election in accordance with Section 2.4 of this Appendix with respect to any Deferred Share Units credited to his or her Account, the US Director’s Entitlement Date for such Deferred Share Units shall be December 15 of the year following the year in which the US Director’s Termination Date (as determined in accordance with Section 2.2 of this Appendix) occurs.
|
2.6 |
In the event of a US Director’s death, any and all Deferred Share Units then credited to the Eligible Director’s Account shall become payable to the US Director’s Beneficiary as soon as reasonably practicable after the US Director’s date of death and such date of death shall be deemed to be the sole Entitlement Date with respect to the US Director provided that, in no event shall such payment be made later than December 31 of the calendar year in which the death occurs, or if later, the 15th day of the third month following the date of death.
|
I. |
Election:
|
Amount
|
Percentage in DSUs
|
Percentage in Cash
|
|
Annual Cash Remuneration
|
$
|
_____%
|
_____%
|
II. |
Time of Payment
|
☐ |
100% on December 15 of the calendar year following my Termination Date.
|
☐ |
100% on my Termination Date.
|
☐ |
_______% on my Termination Date and the remainder on December 15 of the calendar year following my Termination Date.
|
☐ |
_______% on ___________________ (insert payment date no earlier than your Termination Date) and the remainder on ________________ (insert payment date no later than December 15 of the calendar year following your Termination Date).
|
III. |
Acknowledgement
|
1. |
I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.
|
2. |
I will not be able to cause the Corporation or any Affiliate thereof to redeem DSUs granted under the Plan until the date specified in the Plan following my Termination Date.
|
3. |
When DSUs credited to my Account pursuant to this election are redeemed in accordance with the terms of the Plan after my Termination Date, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
|
4. |
The value of DSUs is based on the value of the Common Shares of the Corporation and therefore is not guaranteed.
|
5. |
No funds will be set aside to guarantee the payment of DSUs. Future payment of DSUs will remain an unfunded and unsecured liability recorded on the books of the Corporation.
|
6. |
This election is irrevocable.
|
7. |
The foregoing is only a brief outline of certain key provisions of the Plan. In the event of any discrepancy between the terms of the Plan and the terms of this Election Notice, the terms of the Plan shall prevail. All capitalized expressions used herein shall have the same meaning as in the Plan unless otherwise defined above.
|
Date
|
(Name of Eligible Director)
|
|
(Signature of Eligible Director)
|
Name of Beneficiary: |
_______________________
|
Address of Beneficiary: |
_______________________
|
Date: |
________________________
|
Name: |
________________________ (please print)
|
|
September 15, 2016
|
|
Reference: 75681/1
|
|
Algonquin Power & Utilities Corp.
354 Davis Road, Suite 100
Oakville, Ontario
Canada L6J 2X1
|
RE: |
Registration Statement on Form S-8 relating to Directors’ Deferred Share Unit Plan (the “Plan”) of Algonquin Power & Utilities Corp. (the “Company”), an incorporated entity under the Canada Business Corporations Act
|
Yours truly,
|
|
(signed) “Blake, Cassels & Graydon LLP”
|
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