UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
CUSIP No.: 536221104
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SCHEDULE 13D
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Power Energy Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada (Z4)
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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89,257,0991
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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89,257,0991
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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89,257,0991
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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39.2%2 |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO |
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CUSIP No.: 536221104
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SCHEDULE 13D
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Power Sustainable Capital Inc
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada (Z4)
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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89,257,0993
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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89,257,0993 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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89,257,0993 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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39.2%4 |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(a)
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This statement is being filed by the following persons (the “Reporting Persons”):
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(i)
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Power Sustainable Capital Inc., a corporation governed by the laws of Canada (“Power Sustainable”)
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(ii)
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Power Energy Corporation, a corporation governed by the laws of Canada (“Power Energy”).
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(b)
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The address of each of the Reporting Persons is 751 Square Victoria, Montreal, Quebec, H2Y 2J3, Canada.
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(c)
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Set forth in Annex A attached hereto and incorporated herein by reference is a list of the persons required to be identified in respect of
the Reporting Persons pursuant to General Instruction C to Schedule 13D (collectively, the “Covered Persons”), and the business address and, in the case of Covered Persons who are not Reporting Persons, the present principal
occupation, of each of the Covered Persons. The principal business of the Reporting Persons is making securities and other investments.
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(d)
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During the last five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, none of the Covered Persons, has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, none of the Covered Persons, was a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Information regarding the citizenship of each of the Covered Persons is set forth in Annex A.
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Exhibit Number
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Description
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99.2
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Form of Warrant
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99.7
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Option Agreement
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Dated: December 23, 2022
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Power Sustainable Capital Inc
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By:
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/s/ Delia Cristea
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Name:
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Delia Cristea
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Title:
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General Counsel and Secretary
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Dated: December 23, 2022
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Power Energy Corporation
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By:
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/s/ Delia Cristea
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Name:
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Delia Cristea
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Title:
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General Counsel and Secretary
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Name
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Residence or business address
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Occupation; Name and principal address of employer
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Citizenship
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André Desmarais
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Vice-Chairman, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Jacques Parisien
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Senior Advisor, Power Sustainable Capital Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Claude Généreux
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Executive Vice-President, Power Corporation of Canada. 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Michel Pléssis-Bélair
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada |
Vice-Chairman, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Denis Le Vasseur
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Vice-President and Controller, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Olivier Desmarais
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Chairman and Chief Executive Officer, Power Sustainable Capital Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Arnaud Bellens
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Partner, President, Power Sustainable Capital Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian and Belgian
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Eoin Ó hÓgáin
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Partner, Chief Investment Officer, Power Sustainable Capital Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian and Irish
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Delia Cristea
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Partner, General Counsel and Secretary, Power Sustainable Capital Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian and Romanian
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David Gagnon
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Partner, Head of Business Development and Partnerships, Power Sustainable Capital Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian and British
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Name
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Residence or business address
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Occupation; Name and principal address of employer
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Citizenship
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Olivier Desmarais
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Chairman and Chief Executive Officer, Power Sustainable Capital Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Arnaud Bellens
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Partner, President, Power Sustainable Capital Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian and Belgian
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Pierre-Olivier Perras
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Managing Partner and Chief Executive Officer, Power Sustainable Energy Infrastructure Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Delia Cristea
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751 Victoria Square,
Montreal, Quebec, H2Y 2J3, Canada
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Partner, General Counsel and Secretary, Power Sustainable Capital Inc., 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian and Romanian
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Name
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Residence or business address
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Occupation; Name and principal address of employer
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Citizenship
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Pierre Beaudoin
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400 Côte-Vertu Road West, Dorval, Québec, H4S 1Y9, Canada
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Chairman, Bombardier Inc., 400 Côte-Vertu Road West, Dorval, Québec, H4S 1Y9, Canada
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Canadian
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Marcel R. Coutu
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225 6th Avenue S.W., Suite 1210, Calgary, Alberta, T2P 1N2, Canada
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Company Director
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Canadian
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André Desmarais
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751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Deputy Chairman, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Paul Desmarais, Jr.
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751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Chairman, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Gary A. Doer
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77 King Street West, Suite 400, Toronto, Toronto, Ontario, M5K 0A1, Canada
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Senior Business Advisor, Dentons Canada LLP, 77 King Street West, Suite 400, Toronto, Ontario, M5K 0A1, Canada
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Canadian
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Anthony R. Graham
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22 St. Clair Avenue East, Suite 2001, Ontario, M4T 2S3, Canada
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Chairman and Chief Executive Officer, Sumarria Inc., 22 St. Clair Avenue East, Suite 2001, Toronto, Ontario, M4T 2S7
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Canadian
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Sharon MacLeod
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9309, 8th Line, Georgetown, Ontario, L7G 4S5, Canada
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Company Director
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Canadian
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Paula B. Madoff
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260 West 11 Street, New York, NY 10014 USA
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Company Director and Advisory Director to the Goldman Sachs Group, 200 West Street, New York, NY 10282 USA
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American
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Isabelle Marcoux
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1 Place Ville-Marie, Suite 3240, Montréal, Québec, H3B 0G1, Canada
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Chair of the Board, Transcontinental Inc., 1 Place Ville-Marie, Suite 3240, Montréal, Québec, H3B 0G1, Canada
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Canadian
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Christian Noyer
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53 rue Geoffroy-Saint-Hilaire, 75005, Paris, France
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Company Director
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French
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R. Jeffrey Orr
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751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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President and Chief Executive Officer, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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T. Timothy Ryan, Jr.
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10295 Collins Avenue, Unit 404, Bal Harbour, FL, 33154 USA
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Company Director
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American
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Siim A. Vanaselja
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232 Douglas Drive, Toronto, Ontario, M4W 2C1, Canada
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Company Director
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Canadian
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Elizabeth D. Wilson
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277 Wellington Street West, Toronto, Ontario, M5V 3H2, Canada
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Vice-Chair, Chartered Professional Accountants of Canada, 277 Wellington Street West, Toronto, Ontario, M5V 3H2, Canada
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Canadian
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Claude Généreux
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751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Executive Vice-President, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Gregory D. Tretiak
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751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Executive Vice-President and Chief Financial Officer, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Name
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Residence or business address
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Occupation; Name and principal address of employer
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Citizenship
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Paul Desmarais, Jr.
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751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Chairman, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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André Desmarais
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751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Deputy Chairman, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Michel Pléssis-Bélair
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751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Vice-Chairman, Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, H2Y 2J3, Canada
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Canadian
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Guy Fortin
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759 Victoria Square, Montreal, Quebec, H2Y 2J7, Canada
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Attorney
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Canadian
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