| | Item 4 of the Schedule 13D is hereby supplemented as follows:
On July 21, 2026, BEP, BEPC and Brookfield Renewable Partners Inc. ("BEP Inc.") entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Transaction") to simplify BEP's and BEPC's corporate structure by converting BEP and BEPC into a single Canadian publicly traded corporate entity, BEP Inc.
The Transaction will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Transaction is subject to a number of conditions, including obtaining the approval of the holders of L.P. Units (the "Unitholders") and approval by the British Columbia Supreme Court. If the Transaction is approved by the Unitholders but not by the holders of BEPC Shares (the "Shareholders"), the Transaction will still be completed except that the exchange of BEPC Shares (the "Share Exchange"), as described below, will not occur. A special meeting of Unitholders and a special meeting of Shareholders have been called for October 14, 2026, and security holders of record as of close of business on August 21, 2026 will be entitled to vote at the meetings.
If the Transaction is approved by both the Unitholders and Shareholders, and subject to satisfaction of other conditions, BEP and BEPC will implement the Transaction, pursuant to which, among other things, all L.P. Units, BEPC Shares, Class A.2 Shares and redemption-exchange limited partnership units of BRELP will be exchanged for newly issued class A subordinate voting shares of BEP Inc. ("BEP Inc. Class A Shares") on a one-for-one basis. In addition, the class A common shares of Brookfield Renewable Partners Limited, the general partner of BEP, will be exchanged for class B multiple voting shares of BEP Inc. ("BEP Inc. Class B Shares"). The limited partnership units of BREP Holding L.P., the general partner of BRELP, and the class A common shares of BRP Bermuda GP Limited, the general partner of BREP Holding L.P., will be exchanged for class I non-voting incentive shares of BEP Inc. ("BEP Inc. Class I Shares"). The newly issued BEP Inc. Class A Shares are expected to be listed on the Toronto Stock Exchange and the New York Stock Exchange.
Following completion of the Transaction, and based on their current ownership and the aggregate number of issued and outstanding BEPC Shares, Class A.2 Shares and L.P. Units, (i) Brookfield and its subsidiaries are expected to own 305,366,071 BEP Inc. Class A Shares, representing approximately 44.9% of the issued and outstanding BEP Inc. Class A Shares (and 305,366,071 BEP Inc. Class A Shares, representing approximately 57.7% of the issued and outstanding BEP Inc. Class A Shares if the Share Exchange does not occur) and 30,014 BEP Inc. Class B Shares, representing 100% of the issued and outstanding BEP Inc. Class B Shares (which BEP Inc. Class B Shares will be entitled to cast, in the aggregate, a number of votes equal to the number of outstanding BEP Inc. Class A Shares held on the record date for determining the BEP Inc. shareholders entitled to vote at the applicable meeting minus 100), (ii) BNT and its subsidiaries are expected to own 15,242,422 BEP Inc. Class A Shares, representing approximately 2.2% of the issued and outstanding BEP Inc. Class A Shares (and 5,148,270 BEP Inc. Class A Shares, representing approximately 1.0% of the issued and outstanding BEP Inc. Class A Shares if the Share Exchange does not occur), (iii) Brookfield Asset Management Ltd. and its subsidiaries are expected to own 3,977,260 BEP Inc. Class I Shares, representing 100% of the issued and outstanding BEP Inc. Class I Shares and (iv) BEP Inc. will own all of the issued and outstanding L.P. Units, redemption-exchange limited partnership units of BRELP, Class A.2 Shares and, assuming the Share Exchange occurs, BEPC Shares. If the Transaction is completed but the Share Exchange does not occur, BNT and its subsidiaries will own or exercise control or direction over 10,094,152 BEPC Shares, representing approximately 6.7% of the issued and outstanding BEPC Shares.
Further information regarding the Transaction will be contained in a joint management information circular of BEP and BEPC. Subject to the receipt of all required approvals, it is anticipated that the Transaction will be completed in the fourth quarter of 2026. |