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Investor Presentation March 2017
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Page 1: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

Investor Presentation

March 2017

Page 2: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

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Cautionary Note

Certain statements contained in this presentation may be forward-looking within the meaning of applicable securities laws. Such

forward-looking statements reflect the intentions, plans, expectations and opinions of the management of Gaz Métro inc., acting in its

capacity as General Partner of Gaz Métro Limited Partnership (“Gaz Métro”), acting as manager of Valener Inc. (“Valener”) (the

“Management”) and are based on information currently available to Management and assumptions about future events. Forward-

looking statements involve known and unknown risks and uncertainties and other factors beyond Management’s control. A number of

factors could cause actual results of Gaz Métro and Valener to differ materially from the current expectations as expressed in the

forward-looking statements.

Although these forward-looking statements are based upon what Management believes to be reasonable assumptions, Management

cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements

are made as of the date of this presentation, and Management assumes no obligation to update or revise them to reflect new events or

circumstances, except as required pursuant to applicable securities laws. You are cautioned not to place undue reliance on these

forward-looking statements. The complete version of the cautionary note regarding forward-looking statements as well as a description

of the relevant assumptions and risk factors likely to affect Gaz Métro’s and Valener’s actual results are included in the Management’s

Discussion and Analysis (MD&A) of Valener for the fiscal year ended September 30, 2016 and is available on SEDAR under Valener’s

profile at www.sedar.com

Non-GAAP Financial Measures

In the opinion of Management, certain financial measures provide readers with information considered useful for analyzing Valener's

and Gaz Métro’s financial performance. However, certain financial measures are not defined by GAAP and should not be considered

in isolation or as substitutes for other financial measures that are in accordance with GAAP. The results obtained might not be

comparable with similar measures used by other issuers and should therefore be considered only as complementary information.

Page 3: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

Valener - HighlightsCreated October 1, 2010 to replace the Gaz Métro Limited partnership public investment vehicle (TSX: GZM.UN-T)

Steady, rising dividend

Feb 12, 2015: annualized dividend increased from $1.00 to $1.04 per share and dividend growth target of ~4% announced for the next 3 fiscal years

Nov 27, 2015: annualized dividend increased from $1.04 to $1.08 per share

Nov 24, 2016: annualized dividend increased from $1.08 to $1.12 per share and growth target of ~4% reaffirmed for one more year

3

38.8 million common shares outstanding (as of February 6, 2017)

4.0 million Series A preferred shares outstanding (as of February 6, 2017)

C$838 million market cap (as of March 13, 2017)

Strategy: to support Gaz Métro in its growth objectives

VNR dividends paid, per fiscal year

TSX: VNR

TSX: VNR.PR.A

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Caisse de dépôt et placement du Québec (“CDPQ”)

• 25.9% indirect ownership in Gaz Métro

Enbridge Inc.

• 27.6% indirect ownership in Gaz Métro

Valener (TSX: VNR)

Publicly-traded company whose main

assets consist of a:

o 29.0% direct interest in Gaz Métro, providing Gaz Métro with potential accessto public equity markets as required

o 24.5% interest in the Seigneurie de Beaupré Wind Farms (340 MW contracted)

* CDPQ is Trencap’s GP and majority unitholder (59.64%)

Corporate Structure

100%

100%

61.11%

100%

38.89%

71%

29%

25.5%

24.5%

TRENCAP

NOVERCO

GAZ MÉTRO INC. (THE ISSUER)

PUBLIC

SEIGNEURIE DE BEAUPRÉ WIND

FARMS (ELECTRICITY PRODUCTION)

ENERGY

DISTRIBUTION

TRANSPORTATION OF

NATURAL GAS

ENERGY SERVICES,

STORAGE & OTHER

*

(THE GUARANTOR)

Principal Interest Owners

Ownership Structure

Page 5: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

Gaz Métro – Quick Facts

Founded in 1957

Now $7 billion in assets

#1 natural gas distributor in Québec

Sole natural gas distributor and largest electricity distributor in Vermont

Over 520,000 distribution customers

Over 2,000 employees

5

Overview of main activities in Québec and Vermont

Data as of December 31, 2016

MORE THAN

JUST A NATURAL

GAS COMPANY

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Energy

Distribution

Natural Gas

Transportation

Energy Services,

Storage and OtherElectricity Production

(1) Since December 21, 2016. Previously 50% ownership.

RegulatedNon-regulated

except for Intragaz

100%

100%

100% 100%

100%

100%

100%

58% and

100%

100% (1)

40% to 60%

50%

38.3%

25.5%

Gaz Métro’s Business: Stable and Predictable

6

20 yr contracts with

Hydro-Québec

Page 7: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

Asset Base Diversification since 2006

7

2006 2016

Natural gas distribution in Québec

Natural gas distribution in Vermont

Natural gas transportation

Energy services, storage and Other

Natural gas distribution in Québec

Natural gas and electricity

distribution in Vermont

Natural gas transportation

Electricity production

Energy services, storage and Other

Data for fiscal years ended September 30, 2006 and 2016

$7.4 billion in assets

Over 520,000 customers

$2.8 billion in assets

Over 200,000 customers

INCREASING

EXPOSURE TO

U.S. ENERGY

DISTRIBUTION

Asset exposure to U.S. energy distribution up

from 5% in 2006 to 50% in 2016

Regulated assets increased from 95% in 2006 to 97% in 2016

Page 8: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

Gaz Métro adjusted net income attributable to Partners (1)(in millions of CAN$)

Fiscal year

Strong Financial Performance

8

(2)

(1) Non GAAP financial measure. Refer to Appendix D for additional information and a reconciliation with GAAP financial measures.

(2) Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP. Data for

fiscal 2014 and prior years are presented in Canadian GAAP. Refer to the 2016 annual report for additional information on the impacts of the

conversion to U.S. GAAP.

(2)

NEW 2016

RECORD

Page 9: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

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Diversification and expansion along the value chain, both upstream and downstream

UPSTREAM: electricity generation CORE: energy distribution DOWNSTREAM: customer-focused

Limited Partnership

Diversification Strategy

(pending)

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An integrated energy company

Sustaining the core business and strengthening business development

Increasing complementarity between businesses, beyond simple financial logic

Partner of integrated energy solutions to U.S. and Canadian communities and a more sustainable economy

Tomorrow

Logic of value creationthrough complementary

businesses and integrated offers

A diversified operator

Multi-energy: gas and electricity

Two regions and regulators: Québec and Vermont

Multiple businesses: generation, transportation, distribution and services

Today

Financial logic of rate of return and risk diversification

Yesterday

A gas distributor

Distribution network

Storage

Gas pipeline

Logic of regulated return

QC

VT

Envisioned position

Our 4 businesses

Generator Distributor

TransporterServices provider

Gaz Métro’s Evolution

Page 11: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

Acquisition of Standard Solar

11

Expands Gaz

Métro’s presence

and expertise in

the rapidly

growing U.S. solar

energy industry

Commercial, industrial and institutional solar developer,

engineering, procurement and construction management, as well

as operations and maintenance services provider

Current operations in multiple states including California, Connecticut,

Maryland, Massachusetts, New Mexico, New York, North Carolina,

and Washington D.C.

Portfolio of 80 MW of construction-ready projects and a

significant development pipeline

Seasoned and highly competent management team with a

sterling reputation and outstanding track record

US$ 17 million acquisition

100 MW of solar capacity under management services

ANNOUNCED MARCH 7, 2017

Target of 100 MW/year (+/- US$ 200 million/year)

* Closing is subject to a regulatory approval and is expected by the end of April.

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(1) Energy Distribution – Vermont Gas Systems (“VGS”)

(2) Energy Distribution – natural gas distribution in Québec (“Gaz Métro-QDA ”)

(3) Energy Services, Storage and Other

(4) Energy Distribution – Green Mountain Power (“GMP”)

(5) Energy Distribution – Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network)

Note: all dates presented on a calendar basis

= expected commissioning

Project Updates

St-Hyacinthe

biomethanation

project on track to

begin this spring

GASSED UP

GASSED UP

COMPLETED

AUTOMATIC

STAY LIFTED

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Two private placements of first mortgage bonds for an aggregate of $225M (Gaz Métro inc.)

both issuances are secured and rated A and A+ by DBRS and S&P, respectively

proceeds were used to pay down part of Gaz Métro’s debt and for general corporate

purposes

March 31, 2017

Gaz Métro to issue $100M of equity through a private placement

Valener to subscribe to 29%

(1) Includes interests in entities subject to significant influence and other investments

(2) Excludes interests in entities subject to significant influence and other investments

(3) Includes 50% of the capital expenditures expected for TQM, reflecting Gaz Métro’s interest in the natural gas transportation company.

(4) Represents Gaz Métro’s 58% interest in the project.

Cash and Liquidity

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(in millions of CAN$)

Gaz Métro – 2017EGaz Métro – 2016

$530M in cash flows from operating

activities

$575M invested in capex (1), above the

$480M expected, as a result of:

an additional $39M U.S. dollar

investment by GMP in Transco

a stronger U.S. dollar

GMP’s investment in 5 solar parks

2016 – 2017 Financing Activities

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Financial Highlights

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GAZ MÉTRO VALENER

Adjusted EBITDA1 $754.2 M n/a

Adjusted funds from operations1 n/a $61.2 M

Net income attributable to Partners $ 224.3 M n/a

Net income attributable to common shareholders n/a $ 50.4 M

Adjusted net income1 $228.3 M $53.7 M

Adjusted EPS1 n/a $1.39

Cash flows related to operating activities $ 549.8 M $58.5 M

Normalized operating cash flows1 n/a $54.2 M

Normalized operating cash flows per common share1 n/a $1.40

Payout ratio1,2,3 85.1% 77.3%

Long-term debt interest coverage ratio/interest coverage ratio1 5.8x 34.0x

Total debt $3,707.6 M $90.3 M

Debt/total capitalization1 66.0% 10.5%

Unused portion of credit facilities $415.1 M $108.7 M

S&P corporate credit rating A n/a

DBRS corporate credit rating A n/a

1) Non-GAAP financial measures. Refer to Appendix D for additional information and reconciliation with GAAP financial measures.

2) Based on distributions and dividends paid over adjusted net income.

3) Includes value of shares issued under Valener’s dividend reinvestment plan.

Note: data presented in accordance with U.S. GAAP

For the twelve months ended December 31, 2016

STRONG CREDIT

RATING

AMPLE LIQUIDITY

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Energy Distribution

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1 Projected rate base in the 2017 rate case filed with the Régie de l’énergie. 2 Approved ROE for fiscal 2017.

Distributes ≈ 97%of natural gas in

Québec

Over 10,000 km

of pipeline

300 municipalities

served

Over 205,000customers

Regulated assets: ≈ $2.0billion1

Authorized ROE: 8.90%2

16

Natural Gas Distribution in Québec

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1 Fiscal year 2016

RESIDENTIAL COMMERCIAL INDUSTRIAL

Customers 140,245 70.0% Customers 52,141 26.1% Customers 7,871 3.9%

Volume 19.72 Bcf 9.9% Volume 60.37 Bcf 30.1% Volume 120.06 Bcf 60.0%

% of distribution revenues ≈ 19,0% % of distribution revenues ≈ 43,5% % of distribution revenues ≈ 37,5%

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Natural Gas Distribution: Our Customers 1

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(1) For the natural gas distribution activity in Québec. Based on prices as at January 1, 2017.(2) Using high-efficiency equipment.

MARKET COMPETING ENERGY SAVINGS (1)

Industriale.g. large companies in petrochemical and

metallurgical industries

#6 fuel oil up to 19%

Commercial and institutionale.g. hospitals, schools, restaurants

Electricity36% (small business)

52% (large business)

#2 fuel oil37% (small business)

53% (large business)

Residential heating (2)

Electricity 13% to 23%

#2 fuel oil 18% to 27%

Natural Gas in Québec – Current Competitive Position

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(1) Based on 2017 rate case as approved by Vermont Public Service Board (VPSB)

Energy Distribution in VermontGREEN MOUNTAIN POWER (GMP)

Acquisition of GMP in 2007

Acquisition of Central Vermont

Public Service (CVPS) in 2012

≈ 70% of electricity distribution

market in Vermont

≈ 265,000 customers

Regulated assets: ≈ US$1.35B(1)

Authorized ROE: 9.02%(1)

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Wholly-owned since 1986

Sole gas distributor in Vermont with over 50,000

customers

1 Based on the MOU entered into with the Vermont Department of Public Service. VGS’s 2017 rate

case is currently under review by the Vermont Public Service Board.

Project to extend the distribution network to service

Vergennes and Middlebury

1st segment, consisting of 17km, was completed

and gassed up in February 2016

The 2nd segment, consisting of the remaining 49km,

is expected to be completed by April 2017

Estimated project costs: US$165.6M, of which

US$134M will ultimately be included in VGS’s rate

base

Regulated assets: ≈ US$202M1

Authorized ROE: 8.50%1

Energy Distribution in VermontVERMONT GAS SYSTEMS (VGS)

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Natural Gas Transportation

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• Wholly-owned

• Operates two pipelines totalling 98 km that cross the Ontario border and

supply Gaz Métro-QDA’s distribution network in northwest Québec

• Regulated by the NEB(3)

• 38.3% interest in PNGTS

• Operates a 489 km pipeline that starts at the Québec border and

extends into the suburbs of Boston

• Regulated by the FERC(2)

• 50% interest in TQM

• Operates a 575 km gas pipeline in Québec that connects:

upstream with TCPL

downstream with PNGTS and the Gaz Métro-QDA network

• Regulated by the NEB(1)

1 National Energy Board (Canada)2 Federal Energy Regulatory Commission (United States)3 With respect to revenue determination, tolls, construction and the operation of its network

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Natural Gas Transportation

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Electricity Production

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(1) Including financing costs. Non-recourse financing in place for both wind farms.

A QUÉBEC CONSORTIUM

Gaz Métro (25.5%) / Valener (24.5%) and Boralex Inc.

(50%)

Developed on the Seigneurie de Beaupré’s private

property

20-year lease with Séminaire de Québec

Very good wind regime

Long-term cash flows supported by 20-year PPAs

with Hydro-Québec

20-year firm price with indexation

Expected annual distributable cash of $30M to

$35M (100%)

May 2016

Refinancing of

Wind Farms 2 and 3

In May 2016: closing of a $617.5M refinancing for Wind Farms 2 and 3

Special distribution of $80M was paid to the partners

Gaz Métro and Valener received $20.4M and $19.6M, respectively

INSTALLED CAPACITY NUMBER OF TURBINES INVESTMENT START-UP

Wind Farms 2 & 3 272 MW 126 ≈ $750M(1) Dec. 2013

Wind Farm 4 68 MW 28 ≈ $190M(1) Dec. 2014

TOTAL 340 MW 154 ≈ $940M

Seigneurie de Beaupré Wind Farms

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Energy Services, Storage and Other

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• Québec’s leader in alternative fuel, in both an advisory role to

clients and with respect to its deployment of refueling stations

o Now 10 refueling stations on the Blue Road, a natural gas

refueling network for heavy transportation vehicles in

Québec and Ontario

• Created to develop the market for natural gas (both compressed

and liquefied) as a fuel in the heavy transport market and as a

cleaner alternative to diesel fuel

• Partnership with Government of Quebec through Investissement

Québec (IQ)

o ~$120M investment in which IQ will contribute up to $50M

• Project to triple the liquefaction capacity of Gaz Métro’s LSR(1)

plant located in Eastern Montreal

• February 2017: substantial completion

(1) Gaz Métro’s natural gas liquefaction, storage and re-gasification plant

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• Created to ensure LNG storage, treatment and regasification to

meet the peak energy needs of the TransCanada Energy power

plant in Bécancour and similar projects

Liquefied Natural Gas

Supplying LNG to a

Stornoway diamond

mine over 1,000km

from Montreal

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• Main activity consists of underground natural gas storage

• 40 to 60% partnership between Gaz Métro and ENGIE (formerly GDF SUEZ)

• Regulated by the Régie de l’Énergie

• Wholly-owned since December 21, 2016

• Previously 50-50 partnership between Gaz Métro and Dalkia

• Owns and operates three distinct steam, hot water and cold water networks used

to heat and cool commercial buildings

• 3km network serving the energy needs of 1.8 million square meters of

commercial space in downtown Montréal

• Leader in supplying energy products and services

• Services include installation, sale, rental, maintenance and repair of natural gas

equipment

• Active in the residential, commercial and institutional markets

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Other Activities

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Regulatory Framework

APPENDIX A

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Regulatory Authorities

Natural gas distribution

and storage activities in

Quebec

Régie de l’énergie (Gaz Métro-QDA and Intragaz)

Natural gas transportation

activities in Canada that

cross provincial

boundaries

National Energy Board (Trans Québec & Maritimes Pipeline and

Champion Pipe Line) and activities of Gaz Métro’s primary

transportation supplier (TransCanada PipeLines)

Natural gas and electricity

distribution and

transportation activities in

the United States

Federal Energy Regulatory Commission (Portland Natural Gas

Transmission System)

Vermont Public Service Board (Vermont Gas Systems and Green

Mountain Power)

Transportation activities in

Ontario of one of Gaz

Métro’s suppliers,

i.e.; Union Gas

Ontario Energy Board

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Capital

structureAnnual rate

Weighted

rate*

Total debt 54.0% 4.79 % 2.59%

Preferred equity 7.5% 5.36% 0.40%

Common equity 38.5% 8.90% 3.43%

Deemed capital structure 100.0% 6.42%

* Source: 2017 rate case, approved by the Régie de l’énergie on Oct. 14, 2016 (D-2016-156)

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Gaz Métro-QDA’s Deemed Weighted Average Cost of Capital

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Source: 2017 rate case, approved by the Régie de l’énergie on Oct. 14, 2016 (D-2016-156)

Note: some differences due to rounding

RATE BASE

NON-RATE BASE

$2.0 B

$432 M

38.5%

38.5%

Deemed commonequity (fixed)

8.90%

8.90%

Authorized base ROE

Regulatedincome on

common equity

$70.0 M

$14.8 M

*

*

*

*

=

=

Gaz Métro-QDA’s Regulated Income on Common Equity

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Based on 2017 rate case as approved by the Régie de l’énergie on Oct. 14, 2016 (D-2016-156).

Regulated incomeon common

equity

$70.0 M(rate base)

$14.8 M(non-rate base)

Dividends on deemed

preferred equity

$9.1 M

Deemed incometaxes

$42.4 M

Base authorizednet income

$136.3 M+ + =

Gaz Métro-QDA’s Authorized Net Income

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(1) Gaz Métro-QDA’s authorized ROE includes 0.79% in productivity gain

(2) VGS’s 2017 rate case is currently under review by the Vermont Public Service Board (VPSB). GMP’s ROE for fiscal 2017 as

approved by VPSB in September 2016.

33

9.69%

8.90% 8.90% 8.90% 8.90% 8.90%

9.93%

8.84%

9.58% 9.60% 9.44%9.02%

10.25%

9.75%

10.26% 10.20% 10.09%

8.50%

2012 2013 2014 2015 2016 2017

Gaz Métro-QDA GMP VGS

FISCAL YEAR

(2)

(1)

Authorized ROE on Common Equity

Energy Distribution Segment Outlook

(2)

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Dividends & Distributions

APPENDIX B

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New Previous New Previous

Distributions & Dividends

Nov 27 2015:

increase in

Gaz Métro’s

distribution

announced

Nov 24 2016:

3rd increase in

Valener’s dividend

announced

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Quarterly Dividends

36

Dividend

per shareRecord date Payable

DRIP

Discount

Common

shares $0.28 March 31, 2017 April 17, 2017

2% on newly

issued shares

Series A

preferred

shares

$0.271875 April 7, 2017 April 17, 2017 Not applicable

Dividends declared February 8, 2017New annualized

dividend of $1.12

per common

share

Target of $1.16 per

common share

per year for 2018

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Target annualized

level: $1.16

Current annualized

level: $1.12

Fiscal year

(1) Based on dividends paid.

Dividend per Common Share

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Wind Farms

APPENDIX C

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100%

(in millions of CAN$, unless otherwise

indicated)

Wind Farms 2 and 3 Wind Farm 4

2016 2015 2016 2015

Production (MWh) 809,283 903,431 206,768 180,214

Utilization factor (1) (%) 33.9 37.9 34.6 36.3

Cash flows relating to operating

activities50.1 60.0 23.3 5.4

Total distributions paid 103.0 40.6 5.3 17.6

2016 2015

Revenues from power sales 109.4 116.7

EBITDA (4) 93.7 101.9

EBITDA (4) margin (%) 85,6 87.3

39

(1) Utilization factor is calculated as electricity produced divided by installed capacity (in MWh)

(2) Includes a $12.9 million payment received from Hydro-Québec related to a note receivable for the reimbursement of certain construction

costs.

(3) Includes the $80 million return of capital from Beaupré Éole received on May 4, 2016 as a result of the refinancing of Wind Farms 2 and 3.

(4) EBITDA is a non-U.S. GAAP financial measure. Valener defines it as income (loss) before interest on long-term debt, income taxes,

depreciation and amortization. Management considers EBITDA to be useful for measuring the financial performance of the wind farms, as

this measure is commonly used in the industry and focuses on operational performance.

(2)

(3)

Wind Farms Update

VALENER : 24.5% GAZ MÉTRO : 25.5%

Page 40: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

100%

(in millions of CAN$, unless otherwise

indicated)

Wind Farms 2 and 3 Wind Farm 4

Q1 2017 Q1 2016 Q1 2017 Q1 2016

Production (MWh) 213,312 208,915 55,232 52,141

Utilization factor (1) (%) 35.5 34.8 36.8 34.8

Cash flows relating to operating

activities13.5 15.2 2.3 15.8

Total distributions paid - - 0.7 -

Q1 2017 Q1 2016

Revenues from power sales 28.9 28.0

EBITDA (3) 25.8 24.2

EBITDA (3) margin (%) 89.3 86.4

40

(1) Utilization factor is calculated as electricity produced divided by installed capacity (in MWh)

(2) Includes a $12.9 million payment received from Hydro-Québec related to a note receivable for the reimbursement of certain construction

costs.

(3) EBITDA is a non-U.S. GAAP financial measure. Valener defines it as income (loss) before interest on long-term debt, income taxes,

depreciation and amortization. Management considers EBITDA to be useful for measuring the financial performance of the wind farms, as

this measure is commonly used in the industry and focuses on operational performance.

VALENER : 24.5% GAZ MÉTRO : 25.5%

Wind Farms Update

(2)

Page 41: Investor Presentation - Valener · (5) Energy Distribution –Gaz Métro-QDA (renewable natural gas to be injected into Gaz Métro-QDA’s network) Note: all dates presented on a

Reconciliation of non-GAAP measures

APPENDIX D

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42

For the fiscal years ended September 30,

(in millions of CAN$) LTM 2016 2015 2014 2013 2012 2011

Net income attributable to Partners 224.3 277.5 181.0 174.7 180.4 143.8 164.0

Impact of recognizing regulatory assets related to

employee future benefits- (79.3) - - - - -

Impairment of noncurrent assets recorded for VGS’s

Addison project16.5 16.5 8.0 - - - -

Gain on remeasuring CDH following the acquisition (12.5) - - - - - -

Net gain on the disposal of the interest in HydroSolution - - - - (14.7) - -

Costs related to the CVPS acquisition - - - - - 7.8 1.8

Gain on the sale of MTO - - - - - - (17.5)

Loss on the sale of Aqua Data - - - - - - 0.2

Corporate reorganization expenses - - - - - - 0.1

Gain realized by Gaz Métro Éole on the sale of 49% of

its interest in the Seigneurie projects- - - - - - (1.1)

Adjusted net income attributable to Partners 228.3 214.7 189.0 174.7 165.7 151.6 147.5

Adjusted net income attributable to Partners: is the net income attributable to Partners, net of specific items identified by management as being outside Gaz Métro’s ongoing

operations. The Partnership uses this measure to assess Gaz Métro’s profitability based on its ongoing operations and to exclude items that could alter analyses of its

performance.

(1) LTM refers to last twelve months ended December 31, 2016

(2) Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP. Data for fiscal 2014 and prior years are

presented in Canadian GAAP.

* Differences due to rounding

Reconciliation of adjusted net income attributable to Partners(2)(2)

Gaz Métro

(1,2)

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43

Reconciliation of adjusted EBITDA

Adjusted EBITDA: is income (loss) before amortization, interest on long-term debt, financial and other expenses, and income taxes, and excludes specific

items identified by management as being outside of Gaz Métro’s ongoing operations.

(1) LTM refers to last twelve months ended December 31, 2016

(2) Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP. Data for fiscal 2014

and prior years are presented in Canadian GAAP.

* Differences due to rounding

For the fiscal years ended September 30,

(in millions of CAN$) LTM 2016 2015 2014

Net income 226.9 279.8 185.9 173.8

Income taxes 44.0 41.6 45.2 47.9

Interest on long-term debt 130.4 129.6 132.9 155.7

Amortization (includes amortization in direct costs) 340.2 334.7 282.0 247.8

Financial and other expenses (1.3) (0.9) 2.9 (5.6)

Impact of recognizing regulatory assets related to

employee future benefits- (79.3) - -

Impairment on non-current assets 26.5 26.5 13.5 -

Gain on remeasuring CDH following the acquisition (12.5) - - -

Adjusted EBITDA 754.2 732.0 662.4 619.6

(2) (2)

Gaz Métro

(1,2)

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44

As at September 30,

(in millions of CAN$, unless otherwise indicated) LTM 2016 2015

Adjusted EBITDA 754.2 732.0 662.4

Interest on long-term debt 130.4 129.6 132.9

Long-term debt interest coverage ratio 5.8x 5.6x 5.0x

Long-term debt interest coverage ratio: is obtained by dividing total interest on long-term debt by adjusted EBITDA, as previously defined.

(1) LTM refers to last twelve months ended December 31, 2016

Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP.

* Differences due to rounding

Reconciliation of long-term debt interest coverage ratio

Gaz Métro

(1)

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45

As at September 30,

(in millions of CAN$, unless otherwise indicated) Q1 2016 2015 2014

Bank loans 66.1 15.8 29.0 -

Current portion of long-term debt 10.4 10.1 9.8 27.0

Long-term debt 3,631.1 3,464.4 3,101.4 3,140.8

Total debt 3,707.6 3,490.3 3,140.2 3,167.8

Total equity 1,911.6 1,810.3 1,728.2 1,482.4

Total capitalization 5,619.2 5,300.6 4,868.4 4,650.2

Debt / total capitalization ratio 66.0% 65.8% 64.5% 68.1%

Total debt to capitalization ratio: This ratio consists of total debt divided by total capitalization. Total debt is the sum of bank loans, long-term debt and the current

portion of long-term debt. Total capitalization is the sum of total debt and total equity. The Partnership uses this ratio to measure its accessibility to debt financing that

enables it to seize future growth opportunities.

(1) Q1 refers to data as at December 31, 2016

(2) Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP. Data for fiscal 2014 and prior

years are presented in Canadian GAAP.

* Differences due to rounding

Reconciliation of debt to total capitalization ratio

(2)(2)

Gaz Métro

(1,2)

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46

For the fiscal years ended September 30,

(in millions of CAN$) LTM 2016 2015 2014 2013 2012

Distributions received from equity-accounted

interests63.3 62.1 64.2 49.1 54.6 47.7

General and administrative expenses (2.1) (2.1) (2.1) (2.5) (2.1) (2.0)

Adjusted funds from operations 61.2 60.0 62.1 46.6 52.5 45.7

Adjusted funds from operations: is actual distributions received from equity-accounted interests, net of general and administrative expenses and excluding any

distribution received on the preferred shares.

(1) LTM refers to last twelve months ended December 31, 2016

(2) Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP. Data for fiscal 2014 and

prior years presented in Canadian GAAP.

Reconciliation of Adjusted funds from operations

(1,2) (2)

Valener

(2)

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Adjusted net income attributable to common shareholders: The net income (loss) attributable to common shareholders, net of the specific items identified by the management of the manager

as not being part of the ongoing operations of Valener and of Gaz Métro. These adjustments consist of (i) the gains or losses on derivative financial instruments (net of the related income taxes),

(ii) the share in the adjustments to the net income of Gaz Métro (net of the related income taxes), and (iii) the deferred income tax expense (benefit) related to the outside-basis temporary

difference on the interest in Gaz Métro which is the difference between the carrying value of the interest in Gaz Métro and the tax basis assuming a disposal of the investment on the balance

sheet date. The management of the manager believes this assumption is not reflective of Valener’s mission given the permanency of its investment in Gaz Métro.

This measure is used by the management of the manager to measure Valenerʼs profitability from ongoing operations and to exclude items that could alter analyses of its business performance.

Adjusted net income attributable to common shareholders, per common share: The adjusted net income attributable to common shareholders, divided by the basic and diluted weighted

average number of common shares outstanding of Valener. This measure is used by the management of the manager to measure Valenerʼs profitability from ongoing operations and to exclude

items that could alter analyses of business performance.

(1) LTM refers to last twelve months ended December 31, 2016

(2) Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP. Data for fiscal 2014 and prior years presented in

Canadian GAAP.

47

For the fiscal years ended September 30,

(in millions of CAN$, except per share amounts) LTM 2016 2015 2014 2013 2012

Net income 50.4 66.5 49.1 41.0 41.5 29.6

Loss on derivative financial instrument 3.9 4.6 4.0 - - -

Income taxes related to the loss on derivative financial instruments (1.0) (1.2) (1.1) - - -

Share in the adjustments to the net income of Gaz Métro 1.2 (18.2) 2.3 - (4.3) 2.3

Deferred income taxes related to the outside-basis temporary difference on the

interest in Gaz Métro2.8 2.5 (4.8) - - -

Income taxes related to the adjustments in the net income of Gaz Métro 0.7 - - - 1.1 (0.1)

Cumulative dividends on Series A preferred shared (4.3) (4.3) (4.3) (4.3) (4.3) (1.6)

Adjusted net income attributable to common shareholders 53.7 49.9 45.2 36.7 34.0 30.2

Basic and diluted weighted average number of common shares outstanding (in

millions)38.6 38.5 38.2 37.9 37.7 37.5

Adjusted net income attributable to common shareholders, per common

share$1.39 $1.30 $1.18 $0.97 $0.90 $0.81

Reconciliation of adjusted net income attributable to common shareholders

(2) (2)

Valener

(1,2)

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Normalized operating cash flows: Normalized operating cash flows corresponds to cash flows related to operating activities less cumulative dividends paid to preferred

shareholders. This measure is used by the management of the manager to evaluate the Company’s financial performance and ability to pay dividends to common

shareholders.

Normalized operating cash flows per common share: Normalized operating cash flows per common share corresponds to normalized operating cash flows divided by

the weighted average number of common shares outstanding of Valener. This measure is used by the management of the manager to evaluate the Company’s financial

performance and ability to pay dividends to common shareholders.

(1) LTM refers to last twelve months ended December 31, 2016

(2) Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP. Data for fiscal 2014 and prior

years presented in Canadian GAAP.

For the fiscal years ended September 30,

(in millions of CAN$, except per share amounts) LTM 2016 2015 2014 2013 2012

Cash flows related to operating activities 58.5 56.7 62.9 43.1 45.2 23.8

Dividends to preferred shareholders (4.3) (4.3) (4.3) (4.3) (4.8) -

Normalized operating cash flows 54.2 52.4 58.6 38.8 40.4 23.8

Weighted average number of common shares outstanding (in millions) 38.6 38.5 38.2 37.9 37.7 37.5

Normalized operating cash flows per common share $1.40 $1.36 $1.53 $1.02 $1.07 $0.63

Reconciliation of normalized operating cash flows per common

share

(2) (2)

48

Valener

(1,2)

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49

Interest coverage ratio: is obtained by dividing total interest on long-term debt by adjusted funds from operations.

(1) LTM refers to last twelve months ended December 31, 2016

Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP.

Reconciliation of interest coverage ratio

As at September 30,

(in millions of CAN$, unless otherwise indicated) LTM 2016 2015

Distributions received from equity-accounted interests 63.3 62.1 64.2

General and administrative expenses (2.1) (2.1) (2.1)

Adjusted funds from operations 61.2 60.0 62.1

Interest on long-term debt 1.8 1.9 1.6

Interest coverage ratio 34.0x 31.6x 38.8x

Valener

(1)

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50

Debt / total capitalization ratio: is the total amount of long-term debt, divided by total capitalization. Total capitalization is equal to the total amount of long-term debt

and total equity. The management of the manager uses this ratio to measure Valener’s accessibility to debt financing that enables it to participate in Gaz Métro’s

development and seize future growth opportunities.

(1) Q1 refers to data as at December 31, 2016

(2) Data presented in accordance with U.S. GAAP. As of October 1, 2015, Valener and Gaz Métro retrospectively adopted U.S. GAAP. Data for fiscal 2014 and prior

years presented in Canadian GAAP.

Reconciliation of debt / total capitalization ratio

As at September 30,

(in millions of CAN$, unless otherwise indicated) Q1 2016 2015 2014

Long-term debt 90.3 85.2 121.0 66.8

Total equity 770.5 744.2 718.5 713.5

Total capitalization 860.8 829.4 839.5 780.3

Debt / total capitalization ratio 10.5% 10.3% 14.4% 8.6%

(2)(2)

Valener

(1,2)


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