Explanatory Note
This Amendment No. 6 (this “Amendment No. 6”) to Schedule 13D is being filed by Brookfield, BAM Partners Trust (the
“BAM Partnership”), BRPI, BIC, Brookfield Renewable Partners Limited (“BRPL”) and Brookfield Renewable Partners L.P. (“BEP”, and collectively with Brookfield, the BAM Partnership, BRPI, BIC and
BRPL, the “Reporting Persons”) to amend the original Schedule 13D, as amended through Amendment No. 5 thereto (the “Schedule 13D”).
Information and defined terms reported in the Schedule 13D remain in effect except to the extent that it is amended or superseded by information or defined
terms contained in this Amendment No. 6.
Item 4. Purpose of Transaction.
Item 4 of the original Schedule 13D is hereby supplemented as follows:
On October 9, 2024, BEPC, BEP (collectively with BEPC, “Brookfield Renewable”), Brookfield and 1505127 B.C. Ltd. (the “New
Corporation”) entered into an arrangement agreement (the “Arrangement Agreement”) to implement a reorganization (the “Arrangement”) that maintains the benefits of Brookfield Renewable’s business
structure, while addressing proposed amendments to the Income Tax Act (Canada) that are expected to result in additional costs to BEPC if no action is taken. The Arrangement is expected to be
tax-deferred for the vast majority of investors, including Canadian and U.S. shareholders. Following the Arrangement, BEPC shareholders will continue to own an economically equivalent security that provides
the same economic benefits and governance as investing in Brookfield Renewable today.
The Arrangement will be implemented pursuant to a court-approved
plan of arrangement and will require shareholder approval. A management information circular outlining the transaction in detail is expected to be mailed to BEPC shareholders at the end of October, in advance of a special meeting of shareholders
(the “Meeting”) to be held virtually on December 3, 2024 at 10:00 a.m. (Eastern time). Shareholders of record as of the close of business on October 21, 2024 will be entitled to vote at the Meeting. Subject to the receipt
of court and shareholder approval, and the satisfaction of certain other customary conditions, it is anticipated that the Arrangement will be completed in the fourth quarter of 2024. The newly issued class A exchangeable subordinate voting shares
are expected to be listed on the Toronto Stock Exchange and New York Stock Exchange under the symbol “BEPC”.
After giving effect to the
Arrangement, (i) Brookfield and its subsidiaries are expected to own or exercise control or direction over 34,719,683 class A.2 exchangeable non-voting shares of BEPC
(“Class A.2 Shares”) representing all of the issued and outstanding Class A.2 Shares (and, subject to the Ownership Cap (as defined below), representing 19.3% of the class A exchangeable subordinate voting
share of the New Corporation (“New Exchangeable Shares”) on an as exchanged basis) and (ii) subsidiaries of BNT, a paired entity to Brookfield, are expected to own or exercise control or direction over 10,094,152 New
Exchangeable Shares representing approximately 7.0% of the issued and outstanding New Exchangeable Shares (5.6% of the New Exchangeable Shares on an as exchanged basis). Collectively, Brookfield, BNT and their respective subsidiaries are expected to
own or exercise control over 34,719,683 Class A.2 Shares and 10,094,152 New Exchangeable Shares that collectively represent approximately 24.9% of the New Exchangeable Shares on an as exchanged basis (but subject to, in the case of any New
Exchangeable Shares held by Brookfield and its subsidiaries, the Ownership Cap (as defined below)). The Class A.2 Shares held by Brookfield and its subsidiaries will be subject to a restriction that limits the exchange by Brookfield and its
subsidiaries of Class A.2 Shares such that exchanges by Brookfield and its subsidiaries may not result in Brookfield and its subsidiaries owning 9.5% or more of the aggregate fair market value of all issued and outstanding shares of the New
Corporation (the “Ownership Cap”).
Upon the completion of the Arrangement, it is expected that Brookfield and BNT, a paired entity to
Brookfield, will agree that all decisions to be made by subsidiaries of BNT with respect to the voting of the New Exchangeable Shares held by subsidiaries of BNT will be made by mutual agreement of the applicable BNT subsidiary and Brookfield.
The foregoing description of the Arrangement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Arrangement Agreement, dated October 9, 2024, a copy of which was filed as Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on
October 11, 2024 and incorporated herein by reference.
