Nominee Agreement Mangrove Partners 645 Madison Avenue, 14th Floor New York, New York 10022 March _____, 2019Nominee Agreement • March 27th, 2019 • Mangrove Partners Master Fund, Ltd. • Electric services • New York
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) of Mangrove Partners, a investment manager of the funds it advises (the “Nominating Party” or the “undersigned”), to stand for election as a director of TransAlta Corporation (the “Company”) in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted by the Nominating Party in respect of the 2019 annual and special meeting of shareholders of the Company expected to be held on April 16, 2019 (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “Annual Meeting”) or appointment or election by other means, and to serve as a director of the Company if so elected or appointed. You further agree to perform such other services as reasonably requested by the Nominating Party or its affiliates in furtherance of your election or appointment to the Board of Directors of the Company, including, without limitation: (i) provi
