Prospectus excerpt:  This short form prospectus qualifies the distribution (the “Offering”) of 2,000,000 Cumulative Redeemable Fixed Rate Preferred Shares, Series C (the “Series C Shares”) of Innergex Renewable Energy Inc. (the “Corporation”) at a price of $25.00 per Series C Share (the “Offering Price”). The holders of Series C Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the board of directors of the Corporation (the “Board of Directors”), payable quarterly on the 15th day (or, if such day is not a Business Day (as defined hereinafter), the immediately following Business Day) of January, April, July and October in each year at an annual rate equal to $1.4375 per share. The initial dividend, if declared, will be payable on April 15, 2013 and will be $0.4923 per share, based on the anticipated closing date of the Offering of December 11, 2012 (the “Closing Date”). See “Details of the Offering”.

The Series C Shares will not be redeemable by the Corporation prior to January 15, 2018. On and after January 15, 2018, subject to certain other restrictions set out in “Details of the Offering – Description of the Series C Shares - Restrictions on Dividends and Retirement and Issue of Shares”, the Corporation may, at its option, on at least 30 days and not more than 60 days prior written notice, redeem all or any number of outstanding Series C Shares by payment in cash of a per share sum equal to (i) $26.00 if redeemed on or prior to January 15, 2019, (ii) $25.75 if redeemed thereafter and on or prior to January 15, 2020, (iii) $25.50 if redeemed thereafter and on or prior to January 15, 2021, (iv) $25.25 if redeemed thereafter and on or prior to January 15, 2022, and (v) $25.00 if redeemed thereafter, in each case together with all accrued and unpaid dividends thereon up to, but excluding, the date fixed for redemption (less any tax required to be deducted or withheld by the Corporation). See “Details of the Offering— Description of the Series C Shares – Redemption”.