Exhibit 99.1

Notice of Annual and Special Meeting of Shareholders

 

 

                        

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares of TransAlta Corporation (“TransAlta”) will be held on April 28, 2023, at 12:30 p.m. (Mountain time) in a virtual-only meeting format via live audio webcast at https://web.lumiagm.com/449722440 to:

 

1.	elect each of the 13 director nominees of the Company for the ensuing year (see “Business of the Meeting — Election of Directors” in the accompanying Management Proxy Circular);

 

2.	receive the audited consolidated financial statements of the Company for the year ended Dec. 31, 2022, and the auditor’s report thereon (see “Business of the Meeting — Financial Statements” in the accompanying Management Proxy Circular);

 

3.	reappoint Ernst & Young LLP, the auditors of the Company, for the ensuing year and authorize the Board of Directors of the Company to fix their remuneration (see “Business of the Meeting — Reappointment of Auditors” in the accompanying Management Proxy Circular);

 

4.	consider a non-binding advisory resolution to accept the Company’s approach to executive compensation (see “Business of the Meeting — Advisory Vote on Executive Compensation” in the accompanying Management Proxy Circular);

 

5.

consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution to increase the number of common shares issuable under the Company’s Share Unit Plan (see “Business of the Meeting — Increase of Shares Issuable Under the Share Unit Plan” in the accompanying Management Proxy Circular); and

 

6.	transact such other matters as may properly come before the Meeting or any adjournment or postponement thereof.

The Management Proxy Circular of the Company dated March 17, 2023, and the form of proxy or the voting information form for the Meeting accompany this Notice of Annual and Special Meeting. We are providing access to our Management Proxy Circular and annual report via the internet using notice-and-access. These materials will be available at www.envisionreports.com/ZTMQ2023. You should carefully review all information contained in the Management Proxy Circular before voting.

This year, the Company is holding the Meeting via live audio webcast, which will provide all our Shareholders with an equal opportunity to participate, regardless of their geographic location. Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all requirements set out in the Management Proxy Circular. Beneficial owners who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests (guests will not be able to ask questions or vote at the Meeting).

The Board of Directors unanimously recommends that you vote FOR ALL of the TransAlta director nominees and the other items of annual and special business at the Meeting.

 

March 17, 2023		By order of the Board of Directors of TransAlta Corporation
		Scott Jeffers Vice President and Corporate Secretary Calgary, Alberta

 

Exhibit 99.2

 

This document contains important information for Shareholders. Your participation is very important. Please take a minute to submit your proxy or voting instruction form today or vote by phone or through the Internet in accordance with the instructions set forth in the proxy or voting instruction form.

 

	i			TransAlta Corporation  •  2023 Management Proxy Circular

 

		TransAlta Corporation  •  2023 Management Proxy Circular			1

 

Our ESG Journey

TransAlta Corporation is committed to environmental, social and governance (“ESG”) leadership and long-term and sustainable value creation for our shareholders. We believe our ESG leadership will allow us to maintain our competitive advantage, build resilience in a decarbonizing world and support Canada’s goals under the Paris Agreement.

See “Environmental, Social and Governance” section for further information.

 

 

 

 

2		TransAlta Corporation  •  2023 Management Proxy Circular

 

Our 2022 Director Nominees

 

 

 

 

				TransAlta Corporation  •  2023 Management Proxy Circular			3

A Note About Forward-looking Statements

This Proxy Circular (as defined herein) includes “forward-looking information”, within the meaning of applicable Canadian securities laws, and “forward-looking statements”, within the meaning of applicable United States (“US”) securities laws, including the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking statements”).

All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumption was made and on management’s experience and perception of historical trends, current conditions, results and expected future developments, as well as other factors deemed appropriate in the circumstances. Forward-looking statements are not facts, but only predictions and generally can be identified by the use of statements that include phrases such as “may”, “will”, “can”; “could”, “would”, “shall”, “believe”, “expect”, “estimate”, “anticipate”, “intend”, “plan”, “forecast” “foresee”, “potential”, “enable”, “continue” or other comparable terminology. These statements are not guarantees of our future performance, events or results and are subject to a number of significant risks, uncertainties and other important factors that could cause our actual performance, events or results to be materially different from that set out in the forward-looking statements.

In particular, this Proxy Circular contains forward-looking statements including, but not limited to, forward-looking statements pertaining to: the business and procedure of the Meeting, the composition of the Board following the Meeting; the Company’s strategic plan and targets, including its current sustainability targets (as defined below), including the practices of the Company relating to Board workplace diversity and environmental targets; the strategic objectives of the Company and that execution of the Company’s strategy will realize value for Shareholders; optimizing and diversifying our existing assets and further expanding our overall portfolio in Canada, the US and Australia; investments in a range of clean and renewable technologies; our executive compensation philosophy and practices, including the mix of short- and long-term incentives; the Company’s governance policies; the Company’s desire to grow an internal talent pipeline; and the Company’s assumptions about the growth of its pension plans.

The material factors and assumptions used in the preparation of the forward-looking statements contained herein, which may prove to be incorrect, include, but are not limited to, the assumptions risks and uncertainties set forth herein and in our Management’s Discussion and Analysis and the Company’s annual information form dated as of Feb. 23, 2023. By their nature, forward-looking statements are not guarantees of future performance, events, results or actions and are subject to a number of significant risks, uncertainties, assumptions and factors that could cause our actual plans, performance, results or outcomes to differ materially from the forward-looking statement. Factors that may adversely impact what is expressed or implied by forward-looking statements contained in this Proxy Circular include, but are not limited to, risks relating to: the impact of COVID-19 and any other public health crisis, including as it pertains to supply chain, labour and counterparty credit risk; fluctuations in demand, market prices and the availability of fuel supplies required to generate electricity; changes in demand for electricity and capacity and our ability to contract our generation for prices that will provide expected returns and replace contracts as they expire; changes in the current or anticipated legislative, regulatory and political environments in the jurisdictions in which we operate; environmental requirements and changes in, or liabilities under, these requirements; existing or potential legal, regulatory or contractual disputes or proceedings; outcomes of investigations, disputes and proceedings; changes in general economic conditions, including interest rates; operational risks involving our facilities, including unplanned outages at such facilities and our ability to return these facilities to service in a timely manner; equipment failure and/or our ability to conduct the repair and maintenance to our equipment, either directly or through a third party, in a timely and cost-efficient manner or at all; disruptions in the transmission and distribution of electricity; the effects of weather and other climate-change-related risks; unexpected increases in cost structure; inability to access fuels necessary for the operation of the facilities, including natural gas, solar, water or wind resources; failure to meet financial expectations; natural or man-made disasters, including those resulting in dam or dyke failures; the threat of domestic terrorism and cyberattacks; commodity risk management and energy trading risks; industry risk and competition; the need to engage or rely on certain stakeholder groups and third parties; fluctuations in the value of foreign currencies and foreign political risks; the need for and availability of additional financing and our ability to obtain such financing at competitive rates or at all; structural subordination of securities; counterparty credit risk; changes in credit and market conditions; changes to our relationship with, or ownership of, TransAlta Renewables Inc.; risks associated with growth strategies, development projects and acquisitions, including capital costs, permitting, labour and engineering and execution and integration risks; changes in the payment of future dividends, including from TransAlta Renewables Inc.; inadequacy or unavailability of insurance coverage; our provision for income taxes; supply chain risks; reliance on key personnel, and ability to retain key personnel; labour relations matters; and development projects and acquisitions.

 

				TransAlta Corporation  •  2023 Management Proxy Circular			5

Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on them, which reflect the Company’s expectations only as of the date hereof. The forward-looking statements included in this document are made only as of the date hereof and we do not undertake to publicly update these forward-looking statements to reflect new information, future events or otherwise, except as required by applicable laws. In light of these risks, uncertainties and assumptions, the forward-looking statements might occur to a different extent or at a different time than we have described or might not occur at all. We cannot assure that projected performance, results or events will be achieved.

Non-IFRS Measures

The Company evaluates its performance and the performance of our business segments using a variety of measures. Certain of the financial measures contained in this Proxy Circular, including earnings before interest, tax, depreciation and amortization (“EBITDA”), funds from operations (“FFO”) and free cash flow (“FCF”), are not standard measures defined under International Financial Reporting Standards (“IFRS”) and may not be comparable to similar measures presented by other entities. These measures have no standardized meaning under IFRS and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. Non-IFRS measures are presented to provide management and investors with an understanding of our financial position and executive compensation programs. Certain additional disclosures and reconciliations for these non-IFRS financial measures have been incorporated by reference and can be found beginning on page M40 under the “Additional IFRS Measures and Non-IFRS Measures” section of our Management’s Discussion and Analysis for the year ended Dec. 31, 2022, filed with Canadian securities regulators on www.sedar.com and the SEC on www.sec.gov.

 

6		TransAlta Corporation  •  2023 Management Proxy Circular

Notice of Annual and Special Meeting of Shareholders

 

 

                        

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares of TransAlta Corporation (“TransAlta”) will be held on April 28, 2023, at 12:30 p.m. (Mountain time) in a virtual-only meeting format via live audio webcast at https://web.lumiagm.com/449722440 to:

 

1.	elect each of the 13 director nominees of the Company for the ensuing year (see “Business of the Meeting — Election of Directors” in the accompanying Management Proxy Circular);

 

2.	receive the audited consolidated financial statements of the Company for the year ended Dec. 31, 2022, and the auditor’s report thereon (see “Business of the Meeting — Financial Statements” in the accompanying Management Proxy Circular);

 

3.	reappoint Ernst & Young LLP, the auditors of the Company, for the ensuing year and authorize the Board of Directors of the Company to fix their remuneration (see “Business of the Meeting — Reappointment of Auditors” in the accompanying Management Proxy Circular);

 

4.	consider a non-binding advisory resolution to accept the Company’s approach to executive compensation (see “Business of the Meeting — Advisory Vote on Executive Compensation” in the accompanying Management Proxy Circular);

 

5.

consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution to increase the number of common shares issuable under the Company’s Share Unit Plan (see “Business of the Meeting — Increase of Shares Issuable Under the Share Unit Plan” in the accompanying Management Proxy Circular); and

 

6.	transact such other matters as may properly come before the Meeting or any adjournment or postponement thereof.

The Management Proxy Circular of the Company dated March 17, 2023, and the form of proxy or the voting information form for the Meeting accompany this Notice of Annual and Special Meeting. We are providing access to our Management Proxy Circular and annual report via the internet using notice-and-access. These materials will be available at www.envisionreports.com/ZTMQ2023. You should carefully review all information contained in the Management Proxy Circular before voting.

This year, the Company is holding the Meeting via live audio webcast, which will provide all our Shareholders with an equal opportunity to participate, regardless of their geographic location. Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all requirements set out in the Management Proxy Circular. Beneficial owners who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests (guests will not be able to ask questions or vote at the Meeting).

The Board of Directors unanimously recommends that you vote FOR ALL of the TransAlta director nominees and the other items of annual and special business at the Meeting.

 

March 17, 2023		By order of the Board of Directors of TransAlta Corporation
		Scott Jeffers Vice President and Corporate Secretary Calgary, Alberta

 

		TransAlta Corporation  •  2023 Management Proxy Circular			7

Only Shareholders of record at the close of business on March 17, 2023, the record date set for the Meeting, are entitled to receive notice of, to attend and to vote at the Meeting or any adjournment or postponement thereof. The form of proxy must be signed, dated and returned to the Company’s registrar and transfer agent, Computershare Trust Company of Canada, Attention: Proxy Department, 8^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, for receipt before 12:30 p.m. (Mountain time) on April 26, 2023, or, in the case of adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the adjourned or postponed Meeting. Registered Shareholders who cannot attend the Meeting in person may use one of the voting options described in the accompanying Management Proxy Circular and the form of proxy. Non-registered Shareholders should follow the instructions on the voting instruction form or other form of proxy provided by their intermediaries with respect to the procedures to be followed for voting.

Important Notice Regarding Proxy Materials and Notice-and-Access Procedures

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 — Continuous Disclosure Obligations (“Notice-and-Access”) for distribution of the Meeting materials to registered and beneficial Shareholders. Notice-and-Access allows the Company to post electronic versions of its proxy-related materials on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and on its website at www.transalta.com/investor-centre/reports-and-filings, rather than mailing paper copies to registered and beneficial Shareholders.

Under Notice-and-Access, instead of receiving printed copies of the Meeting materials, registered and beneficial Shareholders receive a Notice-and-Access notification containing details of the Meeting date, location and purpose, as well as information on how they can access the Meeting materials electronically.

The Meeting materials will be available at www.envisionreports.com/ZTMQ2023 on or about March 23, 2023. The Meeting materials will also be available on the Company’s website at www.transalta.com/investor-centre/reports-and-filings and on its SEDAR profile at www.sedar.com on or about March 23, 2023. The use of this alternative means of delivery is more environmentally friendly as it will reduce paper use and reduce the Company’s printing and mailing costs. It also helps expedite our Shareholders’ receipt of our Meeting materials. Shareholders are reminded to review the Meeting materials before voting.

If you would prefer to receive a paper copy of the Meeting materials, free of charge, or if you have any questions regarding Notice-and-Access, you can contact our transfer agent, Computershare Trust Company of Canada, at 1-866-962-0498.

Beneficial Shareholders may request a paper copy by going online at www.proxyvote.com or by calling toll-free at 1-877-907-7643 and entering the control number located on the voting instruction form and following the instructions provided.

Requests for paper copies should be made as soon as possible but must be received no later than April 5, 2023, in order to allow sufficient time for Shareholders to receive and review the Meeting materials and return the proxy form or voting instruction form before the proxy deadline.

Shareholders who are unable to attend the Meeting are requested to complete, date and sign the enclosed form of proxy and return it, in the envelope provided, to Computershare Trust Company of Canada, Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, so that it is received no later than 12:30 p.m. (Mountain time) on April 26, 2023, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed Meeting.

 

8		TransAlta Corporation  •  2023 Management Proxy Circular

General Information

This Management Proxy Circular (“Proxy Circular”) is dated March 17, 2023, and is provided to Shareholders in connection with the solicitation of proxies by and on behalf of the management of TransAlta Corporation (“TransAlta”, “Company”, “we” and “our”) and the Board of Directors of the Company (the “Board”) for use at the Annual and Special Meeting of Shareholders of the Company (the “Meeting”), to be held at 12:30 p.m. (Mountain time) on April 28, 2023, or any adjournment or postponement thereof.

This Proxy Circular was provided to you because at the close of business on March 17, 2023, the record date set for the Meeting, you owned TransAlta common shares. As a Shareholder, you have the right to attend the Meeting and vote your TransAlta common shares in person or by proxy, as more fully described under “How to Vote” further below.

Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, fax, email, in person, over the Internet, by oral communication or other means of communication by the directors, officers, employees, consultants or agents of the Company and its subsidiaries, at no additional compensation. All costs associated with the solicitation of proxies by or on behalf of the Company will be borne by the Company.

TransAlta may use the Broadridge QuickVote^™ service to assist beneficial Shareholders with voting their common shares over the telephone.

You will find additional information regarding our business in our annual information form for the fiscal year ended Dec. 31, 2022, as well as our audited consolidated financial statements and accompanying management’s discussion and analysis for the fiscal year ended Dec. 31, 2022. Copies of these documents and our other public documents are available on our website at www.transalta.com, on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and on the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system at www.sec.gov.

Unless stated otherwise, all dollar amounts are expressed in Canadian dollars.

 

		TransAlta Corporation  •  2023 Management Proxy Circular			9

About Our Shareholder Meeting

 

To transact business at the Meeting, we must have at least two persons holding or representing by proxy not less than 25 per cent of the outstanding common shares entitled to be voted at the Meeting.

Who Can Vote at the Meeting

If you held common shares at the close of business on March 17, 2023 (the “Record Date”), you are entitled to attend the Meeting, or any adjournment or postponement thereof, and vote your common shares. Each TransAlta common share represents one vote.

At the close of business on March 17, 2023, there were 267,384,106 common shares issued and outstanding. Our common shares trade under the symbol “TA” on the Toronto Stock Exchange (“TSX”) and under the symbol “TAC” on the New York Stock Exchange (“NYSE”). As of the close of business on March 17, 2023, we also had 9,629,913 Series A preferred shares, 2,370,087 Series B preferred shares, 9,955,701 Series C preferred shares, 1,044,299 Series D preferred shares, 9,000,000 Series E preferred shares, 6,600,000 Series G preferred shares and 400,000 Series I preferred shares issued and outstanding. Our Series A, B, C, D, E and G preferred shares trade under the symbols TA.PR.D, TA.PR.E, TA.PR.F, TA.PR.G, TA.PR.H and TA.PR.J, respectively, on the TSX. All of the outstanding Series I preferred shares are held by an affiliate of Brookfield Asset Management Inc. and are not publicly traded. The holders of our preferred shares do not have rights to receive notice of, to attend, or to vote at the Meeting.

Principal Shareholders

To the knowledge of our directors and officers, the below table sets out the only persons, firms or corporations, owning of record or beneficially, controlling or directing, directly or indirectly, 10 per cent or more of the issued and outstanding common shares:

 

Name of Holder		Type of Ownership		Number of Voting Securities Owned(1)		Percentage of Outstanding Voting Securities Owned
RBC Global Asset Management Inc.		Direct/Indirect		32,355,286 common shares(1)		12.1%
Brookfield Asset Management Inc.		Direct/Indirect		35,456,023 common shares(2)		13.26%

 

(1)	Information as at Dec. 31, 2022, based on most recent Schedule 13G/A filed by RBC Global Asset Management Inc. on Feb. 14, 2023.

(2)	Information based on reports filed by affiliates of Brookfield Asset Management Inc. on the System for Electronic Disclosure by Insiders at www.sedi.ca as at March 17, 2023.

 

10		TransAlta Corporation  •  2023 Management Proxy Circular

Mailing and Availability of Proxy Circular and Annual Report

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 — Continuous Disclosure Obligations (“Notice-and-Access”) for distribution of the Meeting materials and the Company’s annual report, consisting of the audited consolidated financial statements for the fiscal year ended Dec. 31, 2022, together with the auditor’s report therein and related management’s discussion and analysis, to both registered and beneficial Shareholders (collectively the “Annual Report”). Notice-and-Access allows the Company to post electronic versions of these materials on SEDAR and on its website at www.transalta.com/investor-centre/reports-and-filings, rather than mailing paper copies to registered and beneficial Shareholders. Under Notice-and-Access, instead of receiving printed copies of the Meeting materials and Annual Report, registered and beneficial Shareholders receive a Notice-and-Access notification containing details of the Meeting date, location and purpose, as well information on how they can access the Meeting materials and Annual Report electronically.

The Meeting materials will be available at www.envisionreports.com/ZTMQ2023 on or about March 23, 2023. The Meeting materials and Annual Report will also be available on the Company’s website at www.transalta.com/investor-centre/reports-and-filings and on its SEDAR profile at www.sedar.com on or about March 23, 2023. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use, and it will also reduce the Company’s printing and mailing costs. It also helps expedite our Shareholders’ receipt of our Meeting materials. Shareholders are reminded to review the Meeting materials before voting.

If you would prefer to receive a paper copy of the Meeting materials or Annual Report, free of charge, or if you have any questions regarding Notice-and-Access, you can contact our transfer agent, Computershare Trust Company of Canada (“Computershare”), at 1-866-962-0498. Requests for paper copies should be made as soon as possible but must be received no later than April 6, 2023, in order to allow sufficient time for Shareholders to receive and review the Meeting materials and return the proxy form or voting instruction form before the proxy deadline. Beneficial Shareholders may request a paper copy by going online at www.proxyvote.com or by calling toll-free at 1-877-907-7643 and entering the control number located on the voting instruction form and following the instructions provided.

Shareholders who are unable to attend the Meeting are requested to complete, date and sign the form of proxy (or voting instruction form, as applicable) and return it to Computershare Trust Company of Canada, Proxy Department, 8^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, so that it is received no later than 12:30 p.m. (Mountain time) on April 26, 2023, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed Meeting.

If you are a registered Shareholder and you (i) do not wish to receive our Annual Report next year; or (ii) wish to receive interim reports, please fill out and return the Registered Shareholder Form included in the Meeting materials. If you are a beneficial Shareholder and returned last year’s form requesting a copy of our annual or interim reports, you will be asked again this year whether you wish to receive these documents for 2023. If you would like to receive these documents, please fill out and return the Beneficial Shareholder Form included in the Meeting materials.

You will find additional information regarding our business in our annual information form for the fiscal year ended Dec. 31, 2022, and our financial information is provided in our audited consolidated financial statements and accompanying management’s discussion and analysis for the fiscal year ended Dec. 31, 2022. Copies of these documents along with our other public documents are available on our website at www.transalta.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Communicating with the Board

Our Board values open dialogue and welcomes advice from our Shareholders. Our Board has adopted a Shareholder Engagement Policy that is intended to encourage and facilitate Shareholders expressing their views on strategic, governance and other matters directly to the Board. Our Board also encourages Shareholder participation at our annual Shareholder meetings. Further details about our Shareholder Engagement Policy and our Shareholder engagement practices are discussed beginning on page 56 under “Governance — Shareholder Engagement”. At the Meeting, registered Shareholders and duly appointed proxyholders (including beneficial Shareholders who have duly appointed themselves as proxyholders) will be able to ask questions of the Chair of the Board as well as our President and Chief Executive Officer (“CEO”). In between Shareholder meetings, the Company supports an open and transparent process for Shareholders to contact the Board, including the chairs of the Board committees, through the office of the Corporate Secretary or at the email listed below.

 

		TransAlta Corporation  •  2023 Management Proxy Circular			11

Shareholders may communicate directly with the Board or any Board members by directing their correspondence to the Board by mail or by email as follows by marking it “Confidential — Board-Shareholder Engagement”:

Corporate Secretary

TransAlta Corporation

110 – 12th Avenue SW

Box 1900, Station “M”

Calgary, Alberta T2P 2M1

Or:

corporate_secretary@transalta.com

Reporting Concerns

The Board, through the oversight of the Audit, Finance and Risk Committee (“AFRC”) and Human Resources Committee (“HRC”), has established several options for employees, contractors, Shareholders, suppliers and other stakeholders to report any accounting irregularities, ethical violations or any other matters they wish to bring to the attention of the Board. The AFRC or HRC, as applicable, may be contacted by:

 

•

Web page (Internet portal) at www.transalta.com/ethics-helpline; or

•

A confidential, anonymous voicemail on TransAlta’s Ethics Helpline at 1-855-374-3801 (US/Canada) and 1-800-40-5308 (Australia); or

•

Mail addressed to:

 

Internal Audit TransAlta Corporation 110 – 12th Avenue SW Box 1900, Station “M” Calgary, Alberta T2P 2M1		or		Chair of the AFRC/HRC Subject Matter “003” TransAlta Corporation 110 – 12th Avenue SW Box 1900, Station “M” Calgary, Alberta T2P 2M1

Further details about our Whistleblower Policy are discussed beginning on page 43 under “Governance — Our Ethical Commitment — Whistleblower Procedures”.

Shareholder Proposals

The Canada Business Corporations Act (“CBCA”) permits eligible Shareholders to submit shareholder proposals for consideration at each annual meeting of Shareholders. A proposal may be submitted by Shareholders to the Company for inclusion in the Proxy Circular in connection with the 2024 annual meeting of Shareholders during the period Nov. 30, 2023, to Jan. 29, 2024. Please refer to the CBCA and the regulations for details about how to submit a proposal and eligibility criteria for a proposal. All proposals must be sent by registered mail to:

TransAlta Corporation

Attention: Corporate Secretary

110 – 12th Avenue SW

Box 1900, Station “M”

Calgary, Alberta T2P 2M1

 

12		TransAlta Corporation  •  2023 Management Proxy Circular

How to Vote

 

Voting Method		Vote at the Meeting		Vote by Mail		Vote by Internet		Vote by Phone
Registered Shareholders If your shares are registered in your own name.		Online ballot will be available at meeting.		Complete, date and sign the proxy in accordance with the instructions included on the proxy, and return the completed proxy in the envelope provided.		Access the website www.InvestorVote.com and follow the instructions; refer to the proxy sent to you for the 15-digit control number, located on the back in the lower left corner of the proxy, and convey your voting instructions electronically over the Internet.		Call 1-866-732-8683 from a touch-tone phone and follow the voice instructions. Refer to the proxy sent to you for the 15-digit control number located on the back in the lower left corner of the proxy, and convey your voting instructions by use of touch-tone selections over the telephone.
Beneficial Shareholders If your shares are held with a broker, bank or other intermediary.		Must preregister as proxyholder before the Meeting. See further information below.		Follow the instructions on the Voting Instruction Form provided by your intermediary.		Follow the instructions for Internet voting on the Voting Instruction Form provided by your intermediary.		Follow the instructions for telephone voting on the Voting Instruction Form provided by your intermediary.

Voting at the Meeting

Registered Shareholders and duly appointed proxyholders (including beneficial Shareholders who have duly appointed themselves as proxyholders) who attend the Meeting online will be able to listen to the Meeting, ask questions and vote at the Meeting by completing a ballot that will be made available online during the Meeting, all in real time, provided that they are connected to the Internet. Non-registered (beneficial) Shareholders who have not duly appointed themselves as proxyholder will not be able to vote or communicate at the Meeting. This is because the Company and our transfer agent, Computershare, do not have a record of the non-registered Shareholders, and, as a result, have no knowledge of non-registered shareholdings or entitlements to vote unless non-registered Shareholders appoint themselves as proxyholder.

If you are a registered Shareholder and wish to appoint a third-party proxyholder to vote on your behalf at the Meeting, you must appoint such proxyholder by inserting their name in the space provided on the form of proxy sent to you and follow all of the instructions therein, within the prescribed deadline. Registered Shareholders wishing to appoint a third-party proxyholder (other than the TransAlta representative proxyholders indicated on the form of proxy) must ALSO register their proxyholders at http://www.computershare.com/TransAlta (reference Client ID of ZTMQ).

If you are a non-registered Shareholder and wish to vote at the Meeting, you must first appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and follow all of the applicable instructions, within the prescribed deadline, provided by your intermediary AND then register yourself as proxyholder at http://www.computershare.com/TransAlta (reference Client ID of ZTMQ). After you register, Computershare will provide you with a control number via email. Please contact your intermediary as soon as possible to determine what additional procedures must be followed to appoint yourself or a third party as your proxyholder (including whether to obtain a separate valid legal form of proxy from your intermediary if you are located outside of Canada).

In all cases, all proxies must be received and all proxyholders must be registered before 12:30 p.m. (Mountain time) on April 26, 2023, or, in the case of adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the adjourned or postponed Meeting in order to participate and vote at the Meeting.

 

		TransAlta Corporation  •  2023 Management Proxy Circular			13

The Meeting will be held in a virtual-only format and can be accessed by logging in online at https://web.lumiagm.com/449722440. We recommend that you log in at least one hour before the Meeting begins.

 

•

Click “Login” and then enter your control number (see below) and password “transalta2023” (case sensitive); OR

•

Click “Guest” and then complete the online form.

If you are a registered Shareholder, you can log onto the Meeting online using the control number located on the form of proxy or in the email notification that you received and the password “transalta2023” (case sensitive). If you duly appoint and register a third-party proxyholder, Computershare will provide such proxyholder with a control number by email after the proxy voting deadline has passed. Registration of third-party proxyholders as described above is an additional step that must be completed in order for proxyholders to attend and participate at the Meeting. Without a control number, proxyholders will not be able to ask questions or vote at the Meeting but will be able to listen as a guest.

The Meeting will be available through an HTML client for mobile web and compatible with the latest versions of Chrome, Firefox, Edge and Safari. If you are having technical difficulties in joining the Meeting or participating during the Meeting, there will be live chat or support on the Lumi Global meeting platform that can assist with inquiries. It is also recommended that you obtain live event support by contacting our transfer agent and registrar, Computershare, at 1-800-564-6253. If you continue to experience issues after following the advice given, please contact support@lumiglobal.com or “raise a ticket”. When you contact support at Lumi Global, please ensure you have the following information available in order for Lumi Global to help you as quickly as possible: Event Name, Meeting ID, Username, control number, Issue.

If you attend the Meeting online, it is important that you remain connected to the Internet at all times during the Meeting in order to vote when balloting begins. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure. If you have questions regarding your ability to participate or vote at the Meeting, please contact Computershare at 1-800-564-6253.

If you do not wish to vote at the Meeting, please refer to the Meeting materials (which are also accessible electronically) for information on how to vote by appointing a proxyholder, submitting a proxy or, in the case of a non-registered Shareholder, through an intermediary. Voting by proxy is the easiest way to vote, as it enables someone else to vote on your behalf. Voting in advance of the Meeting is available via the means described in your proxy or voting instruction form and our Meeting materials.

Please note that you cannot appoint anyone other than the director and officer named on your proxy as your proxyholder if you vote by telephone.

Appointing a Proxyholder

Use the form of proxy to appoint a proxyholder. By appointing a proxyholder, you are giving someone else the authority to attend the Meeting and vote for you.

 

Questions? Contact our registrar and transfer agent, Computershare Trust Company of Canada, at 1-800-564-6253		Please note that you can appoint anyone to be your proxyholder. This person does not need to be a Shareholder of TransAlta or the TransAlta representatives named in the proxy. To appoint somebody else as your proxyholder, insert the name of the person you wish to act as your proxyholder in the blank space provided AND follow the instructions set out above to register your proxyholder at http://www.computershare.com/TransAlta (reference Client ID of ZTMQ). Please indicate the way you wish to vote on each item of business. Your proxyholder must vote your shares in accordance with your instructions at the Meeting. Please ensure that the person you appoint is aware that they have been appointed and attends the Meeting by following the instructions set out above. If your proxyholder does not attend the Meeting, your shares will not be voted.

If you returned your signed proxy and did not appoint anyone to be your proxyholder, John P. Dielwart, Chair of the Board, and John H. Kousinioris, President and Chief Executive Officer of TransAlta, have agreed to act as your proxyholder to vote for or against, as applicable, your shares at the Meeting in accordance with your instructions.

 

14		TransAlta Corporation  •  2023 Management Proxy Circular

If you decide to appoint John P. Dielwart and John H. Kousinioris as your proxyholders, and do not indicate how you want to vote, they will vote as follows:

 

•

FOR electing each of TransAlta’s 13 nominated directors;

•

FOR reappointing Ernst & Young LLP as the auditors and authorizing the Board to fix their remuneration;

•

FOR the non-binding advisory vote on our approach to executive compensation; and

•

FOR the increase to shares issuable under the Share Unit Plan.

On any ballot that may be called for, the common shares represented by proxies in favour of management’s proxyholders named in the proxy or voting instruction form will be voted for, or voted against, as applicable, each of the matters outlined in the Notice of Annual and Special Meeting, in each case, in accordance with the specifications made by each Shareholder, and if a Shareholder specifies a choice with respect to any matter to be acted upon, the common shares will be voted accordingly. The proxy confers discretionary authority upon the named proxyholder in respect of amendments to or variations of matters identified in the Notice of Annual and Special Meeting and any other matters that may properly come before the Meeting or any adjournment or postponement thereof.

Changing Your Vote

You can change a vote you made by proxy provided such change is received before 12:30 p.m. (Mountain time) on April 26, 2023, or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed Meeting by either:

 

•

submitting a new proxy that is dated later than the proxy previously submitted and mailing it to Computershare Trust Company of Canada, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1;

•

voting again by telephone or the Internet; or

•

any other means permitted by applicable law.

You can revoke a vote you made by proxy by submitting by mail a notice of revocation executed by you or by your attorney, or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, to Computershare Trust Company of Canada, Attention: Proxy Department, 8^th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1. Your notice of revocation must be received before 12:30 p.m. (Mountain time) on April 26, 2023, or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the adjourned or postponed Meeting.

Asking Questions at the Meeting

Registered Shareholders and duly appointed proxyholders (including beneficial Shareholders who have duly appointed themselves as proxyholders) who attend the Meeting online will be able to ask questions at the Meeting. Questions or comments can be submitted in the text box (chat feature) of the webcast platform throughout the Meeting. Written questions or comments submitted through the text box of the webcast platform will be read or summarized by a representative of the Company, after which the Chair of the Meeting will respond or direct the question to the appropriate person to respond. If several questions relate to the same or a very similar topic, we may choose to group such questions and indicate that similar questions were received.

These procedures may vary from time to time depending on logistics and with a view to following best governance practices. A representative of the Company will provide an overview of these procedures before the Meeting is called to order.

Additional Information for Beneficial Shareholders

You are a beneficial Shareholder if your common shares are registered in the name of an intermediary and your certificate is held with a bank, trust company, securities broker, trustee or other institution (each, an “Intermediary”). TransAlta common shares beneficially owned by a beneficial Shareholder are registered either: (i) in the name of an Intermediary that the beneficial Shareholder deals with in respect of the TransAlta common shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

The Company has distributed copies of the Notice-and-Access notification to the Intermediaries and clearing agencies for distribution to beneficial Shareholders. The Company will pay for an Intermediary to deliver the Notice-and-Access notification (and printed copies of the Meeting materials, if requested) to objecting beneficial Shareholders.

 

		TransAlta Corporation  •  2023 Management Proxy Circular			15

If you are a beneficial Shareholder, your package includes a voting instruction form. Beneficial Shareholders should carefully follow the instructions provided in the voting instruction form by using one of the described methods provided to vote their TransAlta common shares. The voting instruction form is similar to a form of proxy; however, it can only instruct the registered Shareholder how to vote your shares.

As the Beneficial Shareholder, You May:

Option 1. Vote through your Intermediary

If you wish to vote through your Intermediary, follow the instructions on the voting instruction form provided by your Intermediary. Your Intermediary is required to ask for your voting instructions before the Meeting. Please contact your Intermediary if you did not receive a voting instruction form. Alternatively, you may receive from your Intermediary a pre-authorized proxy indicating the number of common shares to be voted, which you should complete, sign, date and return as directed on the proxy.

Option 2. Vote at the meeting or by proxy

We do not have access to the names or holdings of our non-registered Shareholders. That means you can only vote your common shares at the Meeting if you have previously appointed yourself as the proxyholder for your common shares. If you wish to vote at the Meeting, appoint yourself as your proxyholder by writing your own name in the space provided on the proxy or voting instruction form provided by your Intermediary AND following the instructions under “How to Vote — Voting at the Meeting” above to register yourself as proxyholder. Do not complete the voting section on the proxy or voting instruction form as your vote will be taken at the Meeting. Return the proxy or voting instruction form to your Intermediary in the envelope provided. You may also appoint someone else as the proxyholder for your common shares by printing their name in the space in the proxy or voting instruction form provided by your Intermediary, submitting it as directed on the form AND following the instructions under “How to Vote — Voting at the Meeting” above to register that person as your proxyholder. Your vote, or the vote of your proxyholder, will be taken and counted at the Meeting. Your proxyholder must vote your shares in accordance with your instructions at the Meeting. Please ensure that the person you appoint is aware that they have been appointed and attends the Meeting. If your proxyholder does not attend the Meeting, your shares will not be voted. The proxy or voting instruction form confers discretionary authority upon the named proxyholder in respect of amendments to or variations of matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting or any adjournment or postponement thereof.

Please note that if you are a US beneficial Shareholder and you wish to attend the Meeting and vote your shares, you must follow the instructions on the back of your proxy or voting instruction form to obtain a legal proxy. Once you have received your legal proxy, you will need to submit and deliver it to the Company or its registrar and transfer agent, Computershare Trust Company of Canada, before the proxy deposit date in order to vote your shares.

Option 3. Vote by telephone or the Internet

If you wish to vote by telephone or the Internet, follow the instructions for telephone or Internet voting on the proxy or voting instruction form provided by your Intermediary. TransAlta may use the Broadridge QuickVote^™ service to assist beneficial Shareholders with voting their common shares over the telephone.

Changing Your Vote

If you have voted through your Intermediary and would like to change or revoke your vote, contact your Intermediary to discuss whether this is possible and what procedures you need to follow. The change or revocation of voting instructions by a beneficial Shareholder can take several days or longer to complete and, accordingly, any such action should be completed well in advance of the deadline prescribed in the proxy or voting instruction form by the Intermediary or its service company to ensure it is given effect in respect of the Meeting.

Deadline for Voting

Whether beneficial Shareholders vote by mail, telephone or the Internet, your proxy (or voting instruction form) must be received by our transfer agent, Computershare, or the Company or its agents, by no later than 12:30 p.m. (Mountain time) on April 26, 2023, or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the adjourned or postponed Meeting. All required voting instructions must be submitted to your Intermediary sufficiently in advance of this deadline to allow your Intermediary time to forward this information to our transfer agent, Computershare, or the Company or its agents, before the proxy voting deadline. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting, without notice. We reserve the right to accept late proxies and to waive the proxy cut-off deadline, with or without notice, but we are under no obligation to accept or reject any particular late proxy (or voting instruction form).

 

16		TransAlta Corporation  •  2023 Management Proxy Circular

Business of the Meeting

There are five items of business to be considered at the Meeting:

 

1.	Election of Directors

TransAlta’s Articles of Amalgamation (the “Articles”) allow the Company to have not less than three and not more than 19 directors. Our Board considers annually the number of directors required. The Board has determined that between nine and 14 directors are currently required in order to provide for effective decision-making, staffing of Board committees and to address succession planning requirements.

Nominees

Each of the director nominees has indicated their willingness to serve as a director. Each of the proposed nominees, with the exception of John H. Kousinioris, President and Chief Executive Officer, is “independent” within the meaning of National Instrument 58-101 — Disclosure of Corporate Governance Practices.

If elected, each director will serve until the next annual meeting of Shareholders or until their successor is elected or appointed. Our directors are elected annually, individually and by majority vote. Our majority voting policy is described under “— Our Policy on Majority Voting” below. We believe our Board should reflect the right balance between those directors who have skills and experience necessary to ensure our business and strategies can be executed upon and those who have the technical, industry, operating, financial, business and other competencies to maximize effective decision-making. A skills and expertise matrix outlining the combined skills and expertise of our director nominees is included below under “Skills Matrix” on page 34 of this Proxy Circular. We also strive to maintain a diversity of experiences and perspectives on our Board, having regard to our skills matrix and our Board and Workforce Diversity Policy. Our Board and Workforce Diversity Policy is described under “Governance — Board Characteristics — Diversity” on page 49 of this Proxy Circular.

The directors being nominated for election at the Meeting in 2023 are:

 

		•  Rona H. Ambrose		•  Candace J. MacGibbon
		•  John P. Dielwart		•  Thomas M. O’Flynn
		•  Alan J. Fohrer		•  Bryan D. Pinney
		•  Laura W. Folse		•  James Reid
		•  Harry A. Goldgut		•  Manjit K. Sharma
		•  John H. Kousinioris		•  Sandra R. Sharman
				•  Sarah A. Slusser

 

Vote FOR the TransAlta director nominees on the proxy today. The Board recommends a vote FOR all 13 director nominees. Unless otherwise instructed, the persons designated in the proxy intend to vote FOR each of the 13 director nominees listed above.

The biographies of our nominees for election to the Board are provided in the following section.

 

		TransAlta Corporation  •  2023 Management Proxy Circular			17

		Rona H. Ambrose(1)   Deputy Chairwomen, TD Securities
		Profile •  Age: 53 •  Residency: Alberta, Canada •  Director Since: 2017 •  Independent		Top Four Relevant Competencies •  Government Affairs •  Legal and Regulatory •  Technology / Telecommunications •  Environment / Climate Change

Relevant Skills and Qualifications

 

•

Deputy Chairwoman of TD Securities.

 

•

Former Leader of Canada’s Official Opposition in the House of Commons and former leader of the Conservative Party of Canada.

 

•

Key member of the federal cabinet for a decade, solving problems as a minister of the Crown across nine government departments, including serving as Vice Chair of the Treasury Board for several years and Chair of the cabinet committee for public safety, justice and Indigenous issues.

 

•

Former environment minister responsible for the greenhouse gas (“GHG”) regulatory regime in place across several industrial sectors.

 

•

Responsible for the development of several federal policies, ranging from industrial strategies in military procurement to health innovation to improvements to sexual assault laws.

 

•

Passionate advocate for women in Canada and around the world and leader of global movement to create the “International Day of the Girl” at the United Nations.

 

•

Responsible for ensuring that Indigenous women in Canada were granted equal matrimonial rights and successfully fought for the creation of a Canadian refugee program to bring Yazidi women and girls who have been sexually enslaved by ISIS to safety in Canada.

 

•

Global Fellow at the Wilson Centre Canada Institute in Washington, DC, serves on the advisory board of the Canadian Global Affairs Institute, is a director of Coril Holdings Ltd. and Andlauer Healthcare Group, and is Chair of the Women’s Council of Canada.

 

•

Bachelor of Arts from the University of Victoria, Master of Arts from the University of Alberta, and a graduate of the Harvard Kennedy School of Government Senior Leaders Program.

Ms. Ambrose has an extensive track record of strong leadership acquired through a wide range of experience at the most senior levels of the Canadian government. Ms. Ambrose’s extensive public policy experience and demonstrated ability to bring people of divergent views together for a common purpose adds strength to our Board and the Company. Accordingly, the Board recommends that Shareholders vote FOR Ms. Ambrose’s re-election to the Board.

 

Board/Committee Membership								Attendance				Attendance  Total				Value of Compensation   Received in 2022
Board of Directors									9 of 9				100.0%				$220,000
Governance, Safety and Sustainability Committee (Chair)									4 of 4
Human Resources Committee									6 of 6
Securities Held as at December 31 of Respective Year
Year		Common Shares				Deferred Share Units		Total				Market Value(2)				Share Ownership   Requirement(3)
2022			8,897			65,452			74,349				$934,567				Meets
2021			8,897			51,603			60,500				$827,640
2020			8,897			44,389			53,286				$489,165
Other Public Board Directorships and Committee Memberships
Company									Committee
Andlauer Healthcare Group									Audit; Compensation, Nominating & Governance
Public Board Interlocks
None
Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders
Votes For		Percentage						Votes Withheld				Percentage
180,301,403			96.83%						5,896,534				3.17%

 

18		TransAlta Corporation  •  2023 Management Proxy Circular

		John P. Dielwart(1)   Corporate Director
		Profile •  Age: 70 •  Residency: Alberta, Canada •  Director Since: 2014 •  Independent		Top Four Relevant Competencies •  Engineering and Technical •  Legal and Regulatory •  Environment / Climate Change •  M&A / Organizational Change

Relevant Skills and Qualifications

 

•

Chair of the Board.

 

•

Former CEO of ARC Resources Ltd., overseeing the growth of ARC Resources Ltd. from startup in 1996 to a company with a total capitalization of approximately $10 billion at the time of his retirement.

 

•

Former Vice-Chairman and Partner in ARC Financial Corp. ARC Financial is Canada’s leading energy-focused private equity manager. Mr. Dielwart remained as Partner and a member of ARC Financial’s Investment Committee after his resignation from the board of directors of ARC Financial in 2020 and is currently representing ARC Financial on the board of Aspenleaf Energy Limited.

 

•

Former Chairman of the Board of Governors of the Canadian Association of Petroleum Producers.

 

•

Bachelor of Science with distinction (civil engineering) from the University of Calgary, a member of the Association of Professional Engineers and Geoscientists of Alberta.

The Board believes that Mr. Dielwart is a diligent, independent director who provides the Company with a wealth of experience in leadership, finance and entrepreneurship along with a strong understanding of the commodity markets in which we operate, specifically the oil and gas markets. Accordingly, the Board recommends that Shareholders vote FOR Mr. Dielwart’s re-election to the Board.

 

Board/Committee Membership								Attendance				Attendance  Total				Value of Compensation  Received in 2022
Board of Directors (Chair of the Board)									9 of 9				100.0%				$365,000
Special Committee(4)									6 of 6
Securities Held as at December 31 of Respective Year
Year		Common Shares				Deferred Share Units		Total				Market Value(2)				Share Ownership  Requirement(3)
2022			40,279			129,756			170,035				$2,137,340				Meets
2021			30,720			124,561			155,281				$2,124,244
2020			17,225			122,696			139,921				$1,284,475
Other Public Board Directorships and Committee Memberships
Company									Committee
Crescent Point Energy Corp.									Reserves; Environmental, Health and Safety (Chair)
Public Board Interlocks
None
Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders
Votes For		Percentage						Votes Withheld				Percentage
185,581,642			99.67%						616,295				0.33%

 

		TransAlta Corporation  •  2023 Management Proxy Circular			19

		Alan J. Fohrer   Corporate Director
		Profile •  Age: 72 •  Residency: California, US •  Director Since: 2013 •  Independent		Top Four Relevant Competencies •  Accounting, Finance and Tax •  Engineering and Technical •  Electric Energy / Utility •  International Operations

Relevant Skills and Qualifications

 

•

Former Chairman and CEO of Southern California Edison Company (“SCE”), a subsidiary of Edison International (“Edison”) one of the largest electric utilities in the US.

 

•

Former President and Chief Executive Officer of Edison Mission Energy (“EME”), a former subsidiary of Edison that owned and operated independent power facilities, restructured a number of international projects, which enhanced the value of the assets sold in subsequent years during his tenure at EME.

 

•

Former Executive Vice-President and CFO of both Edison and SCE from 1995 to 1999, retired in 2010 after 37 years with Edison.

 

•

Independent member of the Board of Directors of PNM Resources, Inc., a publicly traded energy holding company.

 

•

A member of the Viterbi School of Engineering Board of Councilors for the University of Southern California and on the board of the California Science Center Foundation.

 

•

Former director of the Institute of Nuclear Power Operations, the California Chamber of Commerce, Duratek, Inc., Osmose Utilities Services, Inc., MWH, Inc., Blue Shield of California and Synagro.

 

•

Master of Science in civil engineering from the University of Southern California, Los Angeles and Master of Business Administration from California State University in Los Angeles.

Mr. Fohrer brings to the Company and the Board experience in accounting, finance, dam safety and the power industry from both a regulated and unregulated market perspective. Accordingly, the Board recommends that Shareholders vote FOR Mr. Fohrer’s re-election to the Board.

 

Board/Committee Membership								Attendance				Attendance  Total				Value of Compensation  Received in 2022
Board of Directors									9 of 9				100.0%				$219,500
Audit, Finance and Risk Committee									8 of 8
Governance, Safety and Sustainability Committee									4 of 4
Securities Held as at December 31 of Respective Year
Year		Common Shares				Deferred Share Units		Total				Market Value(2)				Share Ownership  Requirement(3)
2022			6,398			129,677			136,075				$1,710,463				Meets
2021			6,398			120,352			126,750				$1,733,940
2020			6,398			110,479			116,877				$1,072,931
Other Public Board Directorships and Committee Memberships
Company									Committee
PNM Resources, Inc.									Audit and Ethics (Chair); Nominating & Governance
Public Board Interlocks
None
Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders
Votes For		Percentage						Votes Withheld				Percentage
185,205,109			99.47%						992,828				0.53%

 

20		TransAlta Corporation  •  2023 Management Proxy Circular

		Laura W. Folse   Corporate Director
		Profile •  Age: 64 •  Residency: Texas, US •  Director Since: 2021 •  Independent		Top Four Relevant Competencies •  Risk Management •  HR / Compensation •  Electric Energy / Utility •  Engineering and Technical

Relevant Skills and Qualifications

 

•

Former CEO of BP Wind Energy North America Inc., leading a business with over 500 employees and contractors and comprises 14 wind farms across eight states with an operating capacity of over 2.5 gigawatts.

 

•

Former Executive VP, Science, Technology, Environment and Regulatory Affairs at BP p.l.c., leading the operational, scientific and technological programs within the multibillion dollar cleanup and restoration effort in response to the 2010 BP Macondo well explosion off the coast of Louisiana.

 

•

Led the cleanup project team at BP consisting of over 45,000 people working across the US Gulf and Mexico, and successfully negotiated with federal, state and local government officials to implement and conclude the offshore and onshore clean-up efforts.

 

•

Held numerous leadership roles with increasing responsibility and complexity within BP p.l.c.

 

•

Independent member of the board of directors of Enerflex Ltd., a publicly traded energy services company.

 

•

Board member for the Auburn University College of Arts and Sciences.

 

•

Former member of the American Wind Energy Association from 2016 to 2019.

 

•

Master of Management in Business from Stanford University, Master of Science in Geology from the University of Alabama and Bachelor of Science in Geology from Auburn University.

Ms. Folse brings to the Company and the Board experience in corporate risk management, large-scale crisis management, leveraging data analysis, leading large and complex organizations, and driving cultural change while realizing improvements in safety, operational and financial performance. Accordingly, the Board recommends that Shareholders vote FOR Ms. Folse’s re-election to the Board.

 

Board/Committee Membership

Attendance

Attendance  Total

Value of Compensation   Received in 2022

Board of Directors

9 of 9

100.0%

$223,000

Governance, Safety and Sustainability Committee

4 of 4

Investment Performance Committee (Chair)

6 of 6

Securities Held as at December 31 of Respective Year

Year

Common Shares

Deferred Share Units

Total

Market Value(2)

Share Ownership   Requirement(3)

2022

—

12,805

12,805

$160,959

On Track

2021

—

5,215

5,215

$71,341

Other Public Board Directorships and Committee Memberships

Company

Committee

Enerflex Ltd.

Director

Public Board Interlocks

None

Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders

Votes For

Percentage

Votes Withheld

Percentage

185,582,150

99.67%

615,786

0.33%

 

		TransAlta Corporation  •  2023 Management Proxy Circular			21

		Harry A. Goldgut(1)   Vice Chair, Brookfield Asset Management Inc.
		Profile •  Age: 67 •  Residency: Ontario, Canada •  Director Since: 2019 •  Independent		Top Four Relevant Competencies •  Legal and Regulatory •  M&A / Organizational Change •  Government Affairs •  Electric Energy / Utility

Relevant Skills and Qualifications

 

•

Vice Chair of Brookfield’s Renewable Power and Infrastructure groups and provides strategic advice related to Brookfield’s open-end Infrastructure Fund.

 

•

One of two Brookfield nominees to the Board pursuant to the Investment Agreement (as defined below) between TransAlta and an affiliate of Brookfield discussed under “Governance — Board Characteristics — Independence of Directors”.

 

•

Former CEO or Co-CEO and Chairman of Brookfield Renewable Power Inc., from 2000 to 2008, and former Chairman of Brookfield’s Power and Utilities Group from 2008 to 2015.

 

•

Former Executive Chairman of Brookfield’s Infrastructure and Power groups from 2015 to 2018, leading the expansion of Brookfield’s renewable power and utilities operations since 1997 and being responsible primarily for strategic initiatives, acquisitions and senior regulatory relationships.

 

•

Responsible for the acquisition of many of Brookfield’s renewable power assets.

 

•

Restructured the electricity industry in Ontario as a member of several governmental committees, including the Electricity Market Design Committee, the Minister of Energy’s Advisory Committee, the Clean Energy Task Force, the Ontario Energy Board Chair’s Advisory Roundtable and the Ontario Independent Electricity Operator CEO Roundtable on Market Renewal.

 

•

Director of Isagen S.A. ESP, the third-largest power generation company in Colombia, and the Princess Margaret Cancer Foundation.

 

•

Bachelor of Laws degree from Osgoode Hall Law School at York University.

Mr. Goldgut brings to the Company and the Board extensive experience in regulatory and government affairs, as well as experience in acquiring and operating renewable energy assets. Mr. Goldgut’s background in renewable energy provides important insight to the Board. Accordingly, the Board recommends that Shareholders vote FOR Mr. Goldgut’s re-election to the Board.

 

Board/Committee Membership(5)								Attendance				Attendance  Total				Value of Compensation  Received in 2022(6)
Board of Directors									9 of 9				100.0%				$195,000
Investment Performance Committee									6 of 6
Securities Held as at December 31 of Respective Year
Year		Common Shares				Deferred Share Units		Total				Market Value(2)				Share Ownership  Requirement(3)
2022			61,034(6)			—			61,034				$767,197				Meets(7)
2021			45,870(6)			—			45,870				$627,502
2020			32,790(6)			—			32,790				$300,684
Other Public Board Directorships and Committee Memberships
Company									Committee
None									N/A
Public Board Interlocks
None
Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders
Votes For		Percentage						Votes Withheld				Percentage
185,689,018			99.73%						508,919				0.27%

 

22		TransAlta Corporation  •  2023 Management Proxy Circular

		John H. Kousinioris(1)   President and Chief Executive Officer of the Company
		Profile •  Age: 58 •  Residency: Alberta, Canada •  Director Since: 2021 •  Non-Independent		Top Four Relevant Competencies •  Electric Energy / Utility •  Legal and Regulatory •  Environment / Climate Change •  M&A / Organizational Change

Relevant Skills and Qualifications

 

•

President and Chief Executive Officer of the Company.

 

•

Former Chief Operating Officer of the Company, overseeing operations, shared services, commercial, trading, customer solutions, hedging and optimization.

 

•

Former Chief Growth Officer and Chief Legal and Compliance Officer of the Company, with responsibility for almost every aspect of the Company’s business provided by his prior leadership roles.

 

•

Former President of TransAlta Renewables Inc. until Feb. 5, 2021.

 

•

Former partner and co-head of the corporate commercial department at Bennett Jones LLP with 30 years of experience in securities law, mergers and acquisitions and corporate governance matters.

 

•

Vice Chair of the Board of Governors of Bow Valley College and a member of the Board of Directors of the Calgary Stampede Foundation.

 

•

Bachelor of Arts degree in Honors in Business Administration from the University of Western Ontario, Master of Business Administration degree from York University, Bachelor of Laws degree from Osgoode Hall Law School at York University, and completion of the Advanced Management Program at Harvard University.

As President and CEO of the Company, Mr. Kousinioris is responsible for the overall stewardship of the Company, including providing strategic leadership. Mr. Kousinioris has demonstrated outstanding vision and leadership with an unwavering commitment to the Company’s long-term success. Accordingly, the Board recommends that Shareholders vote FOR Mr. Kousinioris’ re-election to the Board.

 

Board/Committee Membership

Attendance

Attendance  Total

Value of Compensation   Received in 2022

Board of Directors

9 of 9

100.0%

N/A

Securities Held as at December 31 of Respective Year

Year

Common Shares

Share Units

Total

Market Value(2)

Share Ownership   Requirement(3)

2022

291,088(8)

138,451(9)

429,539

$5,399,305

Meets(10)

2021

180,591(8)

139,316(9)

319,907

$4,376,328

Other Public Board Directorships and Committee Memberships

Company

Committee

None

N/A

Public Board Interlocks

None

Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders

Votes For

Percentage

Votes Withheld

Percentage

185,681,285

99.72%

516,652

0.28%

 

		TransAlta Corporation  •  2023 Management Proxy Circular			23

		Candace J. MacGibbon(1)   Director Nominee
		Profile •  Age: 48 •  Residency: Ontario, Canada •  Director Since: Nominee •  Independent		Top Four Relevant Competencies •  Accounting, Finance and Tax •  International Operations •  M&A / Organizational Change •  Risk Management

Relevant Skills and Qualifications

 

•

Former Chief Executive Officer and Director of INV Metals Inc., a TSX-listed mining company, from 2015 to 2021, where she was responsible for determining and implementing corporate strategy.

 

•

Former President and Chief Financial Officer of INV Metals Inc. from 2008 to 2015, in which role she was responsible for financial and regulatory reporting and for the company’s treasury, financial strength and investment policy.

 

•

Previously held roles within global mining institutional equity sales with RBC Capital Markets and in base metals research as an equity research associate with BMO Capital Markets.

 

•

Former manager at Deloitte LLP and cost analyst with Inco Limited.

 

•

Board member of Osisko Gold Royalties and member of their Audit and Human Resources Committees.

 

•

Chartered Professional Accountant with over 25 years’ experience in the mining sector and capital markets.

 

•

Bachelor of Arts, Economics from the University of Western Ontario and a Diploma in Accounting from Sir Wilfred Laurier University.

Ms. MacGibbon brings to the Board attributes and skills focused on leadership, collaboration and integrity, which she has demonstrated through her prior successful senior leadership roles, including as a chief executive officer and a chief financial officer. We expect Ms. MacGibbon will bring to the Board energy and motivation with a focus on delivering results, which is complemented by her expertise in strategy, risk management, finance and accounting. Accordingly, the Board recommends that Shareholders vote FOR Ms. MacGibbon’s election to the Board.

 

Board/Committee Membership(11)

Attendance

Attendance    Total

Value of Compensation   Received in 2022

Board of Directors

N/A

N/A

N/A

Securities Held as at December 31 of Respective Year

Year

Common Shares

Deferred Share Units

Total

Market Value(2)

Share Ownership    Requirement(3)

2022

—

—

—

N/A

On Track

Other Public Board Directorships and Committee Memberships

Company

Committee

Osisko Gold Royalties Ltd.

Audit and Risks; Human Resources

Carbon Streaming Corp.

Director

Public Board Interlocks

None

Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders

Votes For

Percentage

Votes Withheld

Percentage

N/A

N/A

N/A

N/A

 

24		TransAlta Corporation  •  2023 Management Proxy Circular

		Thomas M. O’Flynn   Corporate Director
		Profile •  Age: 63 •  Residency: New Jersey, US •  Director Since: 2021 •  Independent		Top Four Relevant Competencies •  M&A / Organizational Change •  Accounting, Finance and Tax •  Risk Management •  Electric Energy / Utility

Relevant Skills and Qualifications

 

•

Former CEO and Chief Investment Officer, AES Infrastructure Advisors.

 

•

Former Executive Vice President and Chief Financial Officer at AES Corporation, being responsible for all aspects of global finance and M&A teams across six global regions, helping to lead AES through a significant transformation, including strategic exits of non-core markets, that resulted in improved financial stability and allowed for the redeployment of cash to primary growth markets during his tenure, and being a key driver in initiating a major transition to renewables and green energy to significantly improve AES’s growth profile and reduce its carbon footprint. AES’s total shareholder return increased 54 per cent during his tenure and its credit rating improved significantly.

 

•

Venture Partner with Energy Impact Partners, a private energy technology fund investing in high-growth companies in the energy, utility and transportation industries.

 

•

Former CFO of Powin Energy, a battery energy storage company in which Energy Impact Partners is a significant investor.

 

•

Former Senior Advisor, Power and Utility Sector at the Blackstone Group Inc. and former Chief Operating Officer and Chief Financial Officer of Transmission Developers Inc., a Blackstone-controlled entity that develops innovative power transmission projects in an environmentally responsible manner.

 

•

Former Executive Vice President and Chief Financial Officer at Public Service Enterprise Group Inc. and former Head of North American Power at Morgan Stanley.

 

•

Bachelor of Arts in Economics from Northwestern University and Master of Business Administration in Finance from the University of Chicago.

 

•

An adjunct professor at Northwestern University for a master’s program at the Institute for Sustainability and Energy.

Mr. O’Flynn has demonstrated an ability to realize shareholder value through his significant senior executive experience at large electricity companies. He has led successful organizational transformations, including by focusing on acquisitions and greenfield development. Accordingly, the Board recommends that Shareholders vote FOR Mr. O’Flynn’s re-election to the Board.

 

Board/Committee Membership

Attendance

Attendance Total

Value of Compensation   Received in 2022

Board of Directors

9 of 9

93.1%

$234,500

Special Committee(4)

5 of 6

Audit, Finance and Risk Committee

7 of 8

Investment Performance Committee

6 of 6

Securities Held as at December 31 of Respective Year

Year

Common Shares

Deferred Share Units

Total

Market Value(2)

Share Ownership   Requirement(3)

2022

5,171

12,805

17,976

$225,958

On Track

2021

5,171

5,215

10,386

$142,080

Other Public Board Directorships and Committee Memberships

Company

Committee

None

N/A

Public Board Interlocks

None

Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders

Votes For

Percentage

Votes Withheld

Percentage

185,248,610

99.49%

949,327

0.51%

 

		TransAlta Corporation  •  2023 Management Proxy Circular			25

		Bryan D. Pinney(1)   Corporate Director
		Profile •  Age: 70 •  Residency: Alberta, Canada •  Director Since: 2018 •  Independent		Top Four Relevant Competencies •  Accounting, Finance and Tax •  HR / Compensation •  Risk Management •  M&A / Organizational Change

Relevant Skills and Qualifications

 

•

Over 30 years of experience with serving many of Canada’s largest corporations, primarily in energy and resources and construction.

 

•

Former Vice-Chair of Deloitte LLP until June 2015, and past member of Deloitte LLP’s Board of Directors and Chair of the Finance and Audit Committee. National Managing Partner of Audit & Assurance of Deloitte LLP from 2007 to 2011. Former Calgary Managing Partner of Deloitte LLP from 2002 through 2007.

 

•

Former partner at Andersen LLP, and Calgary Managing Partner from 1991 through May 2002.

 

•

Lead director for North American Construction Group Ltd. (NYSE, TSX).

 

•

Director of SNDL Inc. (NASDAQ).

 

•

Former chair of Board of Governors of Mount Royal University, and previously served on a number of non-profit boards.

 

•

Fellow of the Institute of Chartered Accountants, a Chartered Business Valuator, a graduate of the Ivey Business School at the University of Western Ontario with a degree in Honours Business Administration, and holds the ICD.D designation granted by the Institute of Corporate Directors.

Mr. Pinney’s extensive leadership accomplishments, financial expertise, knowledge of regulatory and compliance matters and diverse range of industry experience make him an important contributor to the Board. Accordingly, the Board recommends that Shareholders vote FOR Mr. Pinney’s re-election to the Board.

 

Board/Committee Membership

Attendance

Attendance Total

Value of Compensation   Received in 2022

Board of Directors

9 of 9

100.0%

$255,000

Special Committee(4)

6 of 6

Audit, Finance and Risk Committee (Chair)

8 of 8

Human Resources Committee

6 of 6

Securities Held as at December 31 of Respective Year

Year

Common Shares

Deferred Share Units

Total

Market Value(2)

Share Ownership   Requirement(3)

2022

25,673

78,190

103,863

$1,305,558

2021

20,427

69,633

90,060

$1,232,021

Meets

2020

20,427

55,689

76,116

$689,745

Other Public Board Directorships and Committee Memberships

Company

Committee

North American Construction Group Ltd.

Audit (Chair); Human Resources & Compensation; Governance

SNDL Inc.

Audit (Chair); Human Resources & Compensation; Nominating and Corporate Governance

Public Board Interlocks

None

Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders

Votes For

Percentage

Votes Withheld

Percentage

182,248,274

97.88%

3,949,663

2.12%

 

26		TransAlta Corporation  •  2023 Management Proxy Circular

		James Reid(1)   Corporate Director
		Profile •  Age: 57 •  Residency: Alberta, Canada •  Director Since: 2021 •  Independent		Top Four Relevant Competencies •  Accounting, Finance and Tax •  International Operations •  Risk Management •  M&A / Organizational Change

Relevant Skills and Qualifications

 

•

Former Managing Partner of Brookfield Asset Management Inc., leading Brookfield’s Private Equity Group located in Calgary, Alberta, being responsible for originating, evaluating and structuring investments and financings in the energy sector, and overseeing operations in Brookfield private equity energy segment.

 

•

Prior to moving into the private equity group, Chief Investment Officer, Energy for Brookfield’s Infrastructure Group.

 

•

Established Brookfield’s Calgary office in 2003 after spending several years as a Chief Financial Officer for two oil and gas exploration and production companies in Western Canada.

 

•

One of two Brookfield nominees to the Board pursuant to the Investment Agreement (as defined below) between TransAlta and an affiliate of Brookfield discussed under “Governance — Board Characteristics — Independence of Directors” below.

 

•

Chartered Accountant designation at PricewaterhouseCoopers in Toronto and a Bachelor of Arts in commerce from the University of Toronto.

Mr. Reid brings to the Company and the Board considerable experience in leadership, finance, mergers and acquisitions and organizational change. His wealth of knowledge in the energy sector and his role with Brookfield, our long-term Shareholder, make him an important addition to the Board. Accordingly, the Board recommends that Shareholders vote FOR Mr. Reid’s re-election to the Board.

 

Board/Committee Membership(7)

Attendance

Attendance   Total

Value of Compensation   Received in 2022(6)

Board of Directors

9 of 9

100.0%

$195,000

Investment Performance Committee

6 of 6

Securities Held as at December 31 of Respective Year

Year

Common Shares

Deferred Share Units

Total

Market Value(2)

Share Ownership   Requirement

2022

15,164(6)

—

15,164

$190,611

Meets(7)

2021

8,212(6)

—

8,212

$112,340

Other Public Board Directorships and Committee Memberships

Company

Committee

CWC Energy Services Corp.

Board Chair

Inter Pipeline Ltd.

Director

Public Board Interlocks

None

Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders

Votes For

Percentage

Votes Withheld

Percentage

185,693,600

99.73%

504,337

0.27%

 

		TransAlta Corporation  •  2023 Management Proxy Circular			27

		Manjit K. Sharma(1)   Corporate Director
		Profile •  Age: 57 •  Residency: Ontario, Canada •  Director Since: 2023 •  Independent		Top Four Relevant Competencies •  Accounting, Finance and Tax •  M&A / Organizational Change •  Risk Management •  HR / Compensation

Relevant Skills and Qualifications

 

•

Over 30 years of experience that spans a variety of industries, most recently serving as Chief Financial Officer of WSP Canada Inc.

 

•

Responsible for leading the finance, real estate, procurement, tax and shared services functions across Canada at WSP Canada Inc.

 

•

Former Chief Financial Officer and member of the National Executive Team of General Electric Canada (GE Canada) from 2016 to 2019.

 

•

Held various senior positions with GE Canada, with responsibilities that spanned strategic planning and analysis, mergers and acquisitions, tax oversight, risk, governance, and diversity and inclusion from 1999 to 2016.

 

•

A current board member of each of Vermilion Energy Inc., Finning International Inc. and Export Development Canada and a member of the GE Canada Pension Trust Committee.

 

•

Bachelor of Commerce degree (with Honours) from the University of Toronto, Fellow Chartered Accountant, and holds the ICD.D Directors designation and the GCB.D Global Competent Boards designation.

 

•

Named one of Canada’s Top 100 Most Powerful Women by the Women’s Executive Network in 2019.

Ms. Sharma’s diverse board, executive, finance and leadership experiences within different industries and business make her an important addition to the Board. The Board recommends that Shareholders vote FOR Ms. Sharma’s election to the Board.

 

Board/Committee Membership(12)

Attendance

Attendance    Total

Value of Compensation    Received in 2022

Board of Directors

N/A

N/A

N/A

Audit, Finance and Risk Committee

N/A

Human Resources Committee

N/A

Securities Held as at December 31 of Respective Year

Year

Common Shares

Deferred Share Units

Total

Market Value(2)

Share Ownership    Requirement(3)

2022

—

—

—

N/A

On Track

Other Public Board Directorships and Committee Memberships

Company

Committee

Finning International Inc.

Audit; Governance and Risk

Vermilion Energy Inc.

Audit; Governance and Human Resources

Public Board Interlocks

None

Prior Year’s Voting Results: Voting Results of 2022 Annual and Special Meeting of Shareholders

Votes For

Percentage

Votes Withheld

Percentage

N/A

N/A

N/A

N/A

 

28		TransAlta Corporation  •  2023 Management Proxy Circular