Atlantic Power Preferred Shares

Additional Information:

• Short Form Prospectus (May 18, 2007)
• Guarantee Indenture (May 25, 2007)
• Guarantee Indenture (November 5, 2011)

7.0% Cumulative Rate Reset Preferred Shares, Series II

Toronto Stock Exchange (TSX) ticker symbol: AZP.PR.B
Date of TSX Listing: November 2, 2009
Shares Outstanding: 4,000,000
CUSIP: : 04878R200

Excerpt from Initial Public Offering (IPO) Announcement
On October 13, 2009, EPCOR Power L.P. (collectively with its subsidiaries, the "Partnership") announced that its subsidiary, EPCOR Power Equity Ltd. ("the Issuer" or the "Corporation") will issue 4,000,000 7.00% Cumulative Rate Reset Preference Shares, Series 2 (the "Series 2 Shares") at a price of $25.00 per Series 2 Share.

The Series 2 Shares will pay fixed cumulative dividends of $1.75 per share per annum, yielding 7.0% per annum, payable on the last business day of March, June, September and December of each year.

The holders of Series 2 Shares will have the right to convert their shares into Cumulative Floating Rate Preferred Shares, Series 3 (the "Series 3 Shares") of the Corporation, subject to certain conditions, on December 31, 2014 and on December 31 of every fifth year thereafter. The holders of Series 3 Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the board of directors of the Corporation, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate and 4.18%.

The Partnership will fully and unconditionally guarantee the payment of dividends, as and when declared, the amounts payable on a redemption of the Series 2 Shares or Series 3 Shares for cash and the amounts payable in the event of the liquidation, dissolution and winding up of the Issuer.

The Series 2 Shares will be offered for sale by way of a short form prospectus of the Issuer in all provinces and territories of Canada. Only persons who are residents of Canada, or if partnerships are Canadian partnerships, in each case for purposes of the Income Tax Act (Canada), may purchase Series 2 Shares under the Offering.

Summary