Brookfield Renewable Announces Reorganization of Brookfield Renewable Corporation

BROOKFIELD, NEWS, Oct. 09, 2024 (GLOBE NEWSWIRE) — Brookfield Renewable Partners LP (NYSE: BEP; TSX: BEP.UN) (the “Partnership”) and Brookfield Renewable Corporation (“BEPC”) (TSX, NYSE: BEPC) today announced their intention to complete a reorganization (the “Agreement”) that maintains the benefits of Brookfield Renewable’s business structure while addressing proposed changes to the Income Tax Law (Canada) which are expected to result in additional costs to BEPC if no action is taken.

BEPC was created by the Partnership in 2020 to provide investors with an opportunity to gain access to the Partnership’s globally diversified portfolio of high-quality renewable energy and sustainable solutions assets through a corporate structure. BEPC offers shareholders the benefits of broader index inclusion, a differentiated investor base, greater trading liquidity, a simplified tax reporting structure and higher after-tax returns for certain shareholders.

Since BEPC’s initial listing, Brookfield Renewable’s market capitalization has grown to more than $20 billion, our average daily trading volumes have more than doubled, and our investor base has grown and diversified, with shareholders north -Americans and non-Canadians owning almost 60% of our float.

Following the Agreement, BEPC shareholders will hold an economically equivalent security that provides the same economic and governance benefits as investing in our company today. The Agreement is also expected to be tax deferred for the vast majority of investors, including Canadian and US shareholders.

The Arrangement will be implemented in accordance with a court-approved plan of arrangement and will require shareholder approval. A management information circular describing the transaction in detail is expected to be sent to BEPC shareholders in late October, in advance of an extraordinary meeting of shareholders (the “Meeting”) to be held virtually on December 3, 2024 at 10:00. am (Eastern time). Shareholders of record at the close of business on October 21, 2024 will be entitled to vote at the Meeting. Subject to receipt of court and shareholder approval, and the satisfaction of certain other customary conditions, the Arrangement is anticipated to close in the fourth quarter of 2024. The newly issued Class A subordinate voting shares are expected to are listed on the Toronto Stock Exchange and the New York Stock Exchange and will trade under the same symbol “BEPC”.

The BEPC Nominating and Governance Committee unanimously determined that the Agreement is in the best interests of the corporation and recommended that the BEPC board of directors (the “Board”) approve the Agreement and recommend that holders of exchangeable shares vote to favor of the Agreement.

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The Council¹on the recommendation of the Nominating and Governance Committee, determined that the Arrangement is in the best interests of BEPC and resolved unanimously to approve the Arrangement and recommend that holders of exchangeable shares vote in favor of the Arrangement. In making its determination, the Board considered, among other factors, the impartial opinion of RBC Dominion Securities Inc. (“RBC”) that, on October 9, 2024 and subject to the assumptions, limitations and qualifications described therein, the consideration to be received by the Public Holders (as defined in RBC’s equity opinion) of exchangeable shares under the Agreement is fair, from a financial perspective, to those shareholders. A copy of the impartiality opinion will be included in the management information circular.

Investors in the Partnership will not be affected by the Agreement and are not required to approve the Agreement or take any other action.

Copies of the management information circular, the settlement agreement, the plan of arrangement and certain related documents will be filed with the applicable Canadian securities regulators and the United States Securities and Exchange Commission and will be available on SEDAR+ at https ://sedarplus. ca and on EDGAR at https://sec.gov.

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About Brookfield Renováveis

Brookfield Renewable operates one of the world’s largest publicly traded platforms for renewable energy and sustainable solutions. Our renewable energy portfolio consists of hydroelectric, wind, utility-scale solar and storage facilities in North America, South America, Europe and Asia. Our operational capacity totals more than 34 thousand megawatts and our development pipeline is approximately 200 thousand megawatts. Our portfolio of sustainable solutions assets includes our investments in Westinghouse (a leading global nuclear services company) and a utility and independent energy producer with operations in the Caribbean and Latin America, as well as operating assets and a carbon capture and storage development pipeline. capacity, renewable agricultural natural gas and materials recycling. More information is available at https://bep.brookfield.com.

Brookfield Renewable is the leading listed renewable energy and transition company of Brookfield Asset Management, a leading global alternative asset manager with approximately $1 trillion in assets under management. For more information, visit https://brookfield.com.

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Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements and information within the meaning of applicable securities laws. The words “will”, “intend” and “expect” or their derivatives and other expressions that are predictions or indicate future events, trends or prospects, and that do not relate to historical matters, identify forward-looking statements. Forward-looking statements in this press release include statements about the Partnership and BEPC’s beliefs about certain benefits of the Agreement and the anticipated tax treatment of the proposed transaction for BEPC and its Canadian and U.S. resident shareholders. Factors that could cause actual results, performance, achievements or events to differ from current expectations include, but are not limited to, risks and uncertainties relating to: obtaining approvals, rulings, court orders or satisfying other requirements necessary or desirable to permit or facilitate the completion of the Agreement (including regulatory and shareholder approvals); future factors that may arise that make it inadvisable to proceed or advisable to delay all or part of the Agreement; the potential benefits of the Agreement; and economic cycles, including general economic conditions. Although Brookfield Renewable believes that these forward-looking statements and information are based on reasonable assumptions and expectations, the reader should not place undue reliance on them or any other forward-looking statements or information contained in this press release. Brookfield Renewable’s future performance and prospects are subject to a number of known and unknown risks and uncertainties.

Factors that could cause Brookfield Renewable’s actual results to differ materially from those contemplated or implied by statements in this press release are described in documents filed by Brookfield Renewable with securities regulators in Canada and the United States, including at “ Risk Factors” in each of the Partnership’s and BEPC’s most recent Annual Reports on Form 20-F and other risks and factors described therein. Certain risks and uncertainties specific to the proposed Agreement will be described in more detail in the management information circular to be sent to shareholders in advance of the Meeting. Except as required by law, Brookfield Renewable undertakes no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise. All references to “$” or “dollars” refer to US dollars.

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¹ Excluding Jeffrey Blidner who, as vice president of Brookfield Corporation, refused to vote.