Cautionary Statements

TransAlta Corporation (“TransAlta” or the “Company”) is not making any offer or invitation of any kind in this website and under no circumstances is it to be construed as a prospectus or an advertisement. Except where otherwise indicated herein, the information provided herein is based on matters as they exist as at July 10, 2023 and is subject to change, and, unless required by law, will not be updated or otherwise revised to reflect information that subsequently becomes available or circumstances existing or changes occurring after the date hereof. Unless otherwise noted, all references to “$” or “Dollars” are to Canadian Dollars.

This website contains "forward-looking information", within the meaning of applicable Canadian securities laws, and "forward-looking statements", within the meaning of applicable United States securities laws, including the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as "forward-looking statements"). The forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans and readers are cautioned that such statements may not be appropriate for other purposes. TransAlta's actual results could differ materially from those expressed in, or implied by, these forward-looking statements, and accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Forward-looking statements are predictive in nature, depend upon or refer to future events or conditions, or include words such as "potential", "create", “expects”, “anticipates”, “plans”, “targets”, "opportunity" or negative versions thereof and other similar expressions or future or conditional verbs such as “can”, and “will”. These statements may include, without limitation, statements regarding: the expectation that the proposed transaction will close and that TransAlta will acquire all of the common shares of TransAlta Renewables Inc. ("Renewables"); the expected timing for closing of the proposed transaction; the anticipated benefits of the proposed transaction, including, but not limited to, the combined company's ability to achieve its clean energy growth objectives and to be competitive in the market, the anticipated market capitalization and liquidity of the combined company, the combined company's ability to execute on a single strategy, the combined company's ability to enhance its strategic position, realize capital efficiencies and synergies, maintain a robust balance sheet and facilitate the execution of future growth; the expectation that the combined company will be a large-scale clean energy leader; the combined company's plans with respect to dividends; expectations with respect to the realization of corporate, tax, and other synergies resulting from the simplified structure of the combined company; that the combined company will benefit from additional exposure to contracted assets; the impact of the transaction on credit ratings and the combined company's ability to maintain predictable cash flows for growth; expectations with respect to accelerating global efforts to decarbonize and investor interest in clean investments; the combined company's ability to access capital markets; the anticipated benefits of the proposed transaction to shareholders of TransAlta and Renewables; the pro-forma ownership structure of the combined company; the combined company's market capitalization in comparison to its Canada and U.S. peers; TransAlta's ability to execute on its Clean Electricity Growth Plan after giving effect to the transaction; TransAlta's investment focus over the next five years; forecasts for TransAlta's renewables growth; TransAlta's sustainability targets; specifics with respect to the deal metrics for the proposed transaction including the anticipated consideration to be paid, the expected premium for Renewables shareholders, the expected accretion to TransAlta shareholders, the expected dividend payout ratio, the pro-forma leverage, the anticipated value of the combined company and the anticipated timing of the closing of the proposed transaction; the forecasted composition of 2025 earnings before interest, taxes, depreciation and amortization (“EBITDA”); the anticipated timeline for the necessary approvals from the Court of King's Bench of Alberta for the transaction, the Renewables shareholder meeting, and the expected mailing date of the information circular to be sent in connection therewith; and the expected closing date of the Arrangement.

These statements are based upon certain material factors or assumptions that were applied in developing the forward-looking statements, including: the satisfaction of the conditions to closing of the transaction in a timely manner, if at all, including the receipt of all necessary approvals; the combined company's ability to successfully integrate the businesses of TransAlta and Renewables; TransAlta's ability to issue shares pursuant to the transaction; sources of funding that each of TransAlta and Renewables have relied upon in the past continue to be available to the combined company on terms favourable to the combined company; the combined company will have access to sufficient capital to pursue future development plans; there will be increases to the combined company's share price and market capitalization over the long term; that the combined company will have the ability to return capital to its shareholders; there will be no significant changes to applicable laws and regulations beyond those that have already been announced; there will be no significant changes to the fuel and purchased power costs; there will be no material adverse impacts to the long-term investment and credit markets; there will be no significant changes to power price and hedging assumptions; there will be no significant changes to the design specifications of development projects and risks associated with development projects, including capital costs, permitting, labour and engineering risks, and delays in construction or commissioning of projects; as well as other factors that are believed to be appropriate in the circumstances. Some of the factors, many of which are beyond TransAlta's control and the effects of which can be difficult to predict, may cause actual results to differ materially from those contemplated or implied by forward-looking statements and include, but are not limited to: the completion and timing of the transaction; the ability of TransAlta and Renewables to receive, in a timely manner, the necessary regulatory, court, shareholder, stock exchange and other third-party approvals and to satisfy the other conditions to closing of the transaction; the ability of the parties to complete the transaction on the terms contemplated by the parties or at all; the ability of the combined company to realize the anticipated benefits of, and synergies and savings from, the transaction; consequences of not completing the transaction, including the volatility of the share prices of TransAlta and Renewables, negative reactions from the investment community, and the required payment of certain costs related to the termination of the transaction; the accuracy of the pro forma financial information of the combined company; and the focus of management's time and attention on the transaction and other disruptions arising from the transaction. Additional risk factors relating to TransAlta and RNW are described in further detail in TransAlta's management's discussion and analysis and annual information form for the year ended December 31, 2022, and in RNW management's discussion and analysis and annual information form for the year ended December 31, 2022, and in TransAlta's management's discussion and analysis and RNW's management discussion analysis, each for the three months ended March 31, 2023, which are available on SEDAR at www.sedar.com. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of July 10, 2023. Except as required by law, TransAlta undertakes no obligation to publicly update or revise any forward-looking statements or information in this presentation, whether as a result of new information, future events or otherwise. Past performance is not indicative or a guarantee of future results.

This website also contains future-oriented financial information, or “financial outlooks”. The purpose of the financial outlooks contained in this presentation are to give the reader information about management's current expectations and plans and readers are cautioned that such information may not be appropriate for other purposes.

This website contains references to financial measures that are calculated and presented using methodologies other than in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, including EBITDA of TransAlta, and such measures may not be comparable to similar measures presented by other entities. These non-IFRS measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. Certain additional disclosures for these non-IFRS financial measures have been incorporated by reference and can be found on page M26 under the “Additional IFRS Measures and Non-IFRS Measures” and page M29 under the “Reconciliation of Non-IFRS Measures” sections of TransAlta's Management's Discussion and Analysis for the three months ended March 31, 2023, available on SEDAR at www.sedar.com, on the U.S. Securities and Exchange Commission website at www.sec.gov, and on the Company's website under the Investor Centre section. The Company utilizes these measures in managing the business and believes that providing these performance measures on a supplemental basis to its IFRS results is helpful to investors in assessing the overall performance of TransAlta's businesses. The Company cautions readers that these non-IFRS financial measures or other financial metrics may differ from the calculations disclosed by other businesses and, as a result, may not be comparable to similar measures presented by other issuers and entities

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Press Release

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Investor Presentation

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Management Information Circular

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For further information, please contact


Investor Inquiries:

Toll Free: 1-800-387-3598 in Canada and U.S.

Email: investor_relations@transalta.com


 

Media inquiries:

Toll Free: 1-855-255-9184

Email: ta_media_relations@transalta.com


 

This webpage contains "forward-looking information", within the meaning of applicable Canadian securities laws, and "forward-looking statements", within the meaning of applicable United States securities laws, including the United States Private Securities Litigation Reform Act of 1995, and such statements are subject to the cautionary statements located here. This webpage also contains references to financial measures that are calculated and presented using methodologies other than in accordance with International Financial Reporting Standards, and additional disclosure relating to these financial measures can also be located here