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    SEC Form SC 13D/A filed

    2/17/21 4:29:51 PM ET
    $BEP
    Electric Utilities: Central
    Utilities
    Get the next $BEP alert in real time by email
    SC 13D/A 1 d127445dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D/A

    Under the Securities Exchange Act of 1934

    (Amendment No. 5)

     

     

    BROOKFIELD RENEWABLE PARTNERS L.P.

    (Name of Issuer)

    Limited Partnership Units

    (Title of Class of Securities)

    G16258108

    (CUSIP Number)

    Justin B. Beber

    Brookfield Asset Management Inc.

    Brookfield Place

    181 Bay Street, Suite 300

    Toronto, Ontario M5J 2T3

    (416) 363-9491

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    February 16, 2021

    (Date of Event Which Requires Filing of this Statement)

     

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

     

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

     

     

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

    (Continued on following pages)


    CUSIP No. G16258108

     

      1   

    Names of Reporting Persons

     

    BROOKFIELD ASSET MANAGEMENT INC.

      2  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  ☐        (b)  ☒ — Joint Filing

     

      3  

    SEC Use Only

     

      4  

    Source of Funds (See Instructions)

     

    OO

      5  

    Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

     

    ☐

      6  

    Citizenship or Place of Organization

     

    ONTARIO

    Number of Shares Beneficially Owned by Each Reporting Person

    With

     

         7    

    Sole Voting Power

     

    0 LIMITED PARTNERSHIP UNITS

         8    

    Shared Voting Power

     

    308,051,190* LIMITED PARTNERSHIP UNITS

         9    

    Sole Dispositive Power

     

    0 LIMITED PARTNERSHIP UNITS

        10    

    Shared Dispositive Power

     

    308,051,190* LIMITED PARTNERSHIP UNITS

     11    

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    308,051,190* LIMITED PARTNERSHIP UNITS

     12   

    Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

     

    ☐

     13   

    Percent of Class Represented by Amount in Row (11)

     

    48.0%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS

     14   

    Type of Reporting Person (See Instructions)

     

    CO

     

    *

    This amount includes 60,703,416 limited partnership units (“L.P. Units”) of Brookfield Renewable Partners L.P. (the “Issuer”) and 194,487,939 redeemable/exchangeable partnership units of Brookfield Renewable Energy L.P. (“BRELP”) beneficially owned by Brookfield Renewable Power Inc. (“BRPI”), and 8,046,000 L.P. Units held by Brookfield Investments Corporation (“BIC”). This amount also includes class A exchangeable subordinate voting shares, no par value (the “BEPC shares”) of Brookfield Renewable Corporation (“BEPC”) held as follows: 14,858,019 BEPC shares held by BRPI, 28,961,500 BEPC shares held by BIC and 994,316 BEPC shares held by BREP Holding L.P. (“BREPH”), each of which is a subsidiary of Brookfield Asset Management Inc. See Items 3 and 5.

    **

    As of February 16, 2021, there were approximately 274,838,426 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP and all of the outstanding 172,201,415 BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI, BIC and BREPH, as applicable, are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.9%. See Item 5.


    CUSIP No. G16258108

     

      1   

    Names of Reporting Persons

     

    PARTNERS LIMITED

      2  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  ☐        (b)  ☒ — Joint Filing

     

      3  

    SEC Use Only

     

      4  

    Source of Funds (See Instructions)

     

    OO

      5  

    Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

     

    ☐

      6  

    Citizenship or Place of Organization

     

    ONTARIO

    Number of Shares Beneficially Owned by Each Reporting Person

    With

     

         7    

    Sole Voting Power

     

    0 LIMITED PARTNERSHIP UNITS

         8    

    Shared Voting Power

     

    308,051,190* LIMITED PARTNERSHIP UNITS

         9    

    Sole Dispositive Power

     

    0 LIMITED PARTNERSHIP UNITS

        10    

    Shared Dispositive Power

     

    308,051,190* LIMITED PARTNERSHIP UNITS

     11    

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    308,051,190* LIMITED PARTNERSHIP UNITS

     12   

    Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

     

    ☐

     13   

    Percent of Class Represented by Amount in Row (11)

     

    48.0%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS

     14   

    Type of Reporting Person (See Instructions)

     

    CO

     

    *

    This amount includes 68,749,416 L.P. Units, 194,487,939 redeemable/exchangeable partnership units of BRELP and 44,813,835 BEPC shares beneficially owned by Brookfield Asset Management Inc. See Items 3 and 5.

    **

    As of February 16, 2021, there were approximately 274,838,426 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP and all of the outstanding 172,201,415 BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by Brookfield Asset Management Inc. are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.9%. See Item 5.


    CUSIP No. G16258108

     

      1   

    Names of Reporting Persons

     

    BROOKFIELD RENEWABLE POWER INC.

      2   

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  ☐        (b)  ☒ — Joint Filing

     

      3   

    SEC Use Only

     

      4   

    Source of Funds (See Instructions)

     

    OO

      5   

    Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

     

    ☐

      6   

    Citizenship or Place of Organization

     

    ONTARIO

    Number of Shares Beneficially Owned by Each Reporting Person

    With

     

         7    

    Sole Voting Power

     

    0 LIMITED PARTNERSHIP UNITS

         8    

    Shared Voting Power

     

    271,043,690* LIMITED PARTNERSHIP UNITS

         9    

    Sole Dispositive Power

     

    0 LIMITED PARTNERSHIP UNITS

        10    

    Shared Dispositive Power

     

    271,043,690* LIMITED PARTNERSHIP UNITS

     11    

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    271,043,690* LIMITED PARTNERSHIP UNITS

     12   

    Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

     

    ☐

     13   

    Percent of Class Represented by Amount in Row (11)

     

    42.3%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS

     14   

    Type of Reporting Person (See Instructions)

     

    CO

     

    *

    This amount includes 60,703,416 L.P. Units and 194,487,939 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI. This amount also includes 14,858,019 BEPC shares held by BRPI and 994,316 BEPC shares held by BREPH, a subsidiary of BRPI. See Items 3 and 5.

    **

    As of February 16, 2021, there were approximately 274,838,426 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP and all of the outstanding 172,201,415 BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 55.9%. See Item 5.


    CUSIP No. G16258108

     

      1   

    Names of Reporting Persons

     

    BROOKFIELD INVESTMENTS CORPORATION

      2  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  ☐        (b)  ☒ — Joint Filing

     

      3  

    SEC Use Only

     

      4  

    Source of Funds (See Instructions)

     

    OO

      5  

    Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

     

    ☐

      6  

    Citizenship or Place of Organization

     

    ONTARIO

    Number of Shares Beneficially Owned by Each Reporting Person

    With

     

         7    

    Sole Voting Power

     

    0 LIMITED PARTNERSHIP UNITS

         8    

    Shared Voting Power

     

    37,007,500* LIMITED PARTNERSHIP UNITS

         9    

    Sole Dispositive Power

     

    0 LIMITED PARTNERSHIP UNITS

        10    

    Shared Dispositive Power

     

    37,007,500* LIMITED PARTNERSHIP UNITS

     11   

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    37,007,500* LIMITED PARTNERSHIP UNITS

     12   

    Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

     

    ☐

     13   

    Percent of Class Represented by Amount in Row (11)

     

    5.8%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS

     14   

    Type of Reporting Person (See Instructions)

     

    CO

     

    *

    This amount includes 8,046,000 L.P. Units and 28,961,500 BEPC shares held by BIC. See Items 3 and 5.

    **

    As of February 16, 2021, there were approximately 274,838,426 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP and all of the outstanding 172,201,415 BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the BEPC shares held by BIC are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 12.2%. See Item 5.


    Explanatory Note

    This Amendment No. 5 (this “Amendment No. 5”) to Schedule 13D is being filed by Brookfield Asset Management Inc. (“Brookfield”), Partners Limited (“Partners”), Brookfield Renewable Power Inc. (“BRPI”) and Brookfield Investments Corporations (“BIC,” and collectively with Brookfield, Partners, and BRPI, the “Reporting Persons”) to reflect the closing on February 16, 2021 of the previously announced secondary offering (the “Offering”) by BIC, BPY Holdings Inc. (“BPYH”), BPY Canada Investor Inc. (“BPYCI”), Brookfield International Limited (“BIL”), Brookfield Holdings (Alberta) Limited (“BHAL”), and Brookfield Financial Real Estate Holdings Inc. (“BFREH,” and collectively with BIC, BPYH, BPYCI, BIL and BHAL, the “Selling Shareholders”), each a subsidiary of Brookfield, of an aggregate of 15,000,000 class A exchangeable subordinate voting shares, no par value (the “BEPC shares”) of Brookfield Renewable Corporation (“BEPC”). Each BEPC share is exchangeable at the option of the holder for one limited partnership unit (“L.P. Unit”) of Brookfield Renewable Partners L.P. (the “Issuer”). See Item 3 below.

    Information and defined terms reported in the original Schedule 13D, as amended, remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 5.

    Item 2. Identity and Background.

    Item 2 of the original Schedule 13D is hereby amended and supplemented as follows:

    Schedules I, II, III and IV hereto set forth updated names of directors and executive officers of Brookfield, Partners, BRPI and BIC (to be included as Scheduled Persons), respectively, and their respective principal occupations, addresses, and citizenships.

    Item 3. Source and Amount of Funds or Other Consideration.

    Item 3 of the original Schedule 13D is hereby amended and supplemented as follows:

    On February 10, 2021, the Selling Shareholders, BRPI, BREP Holding L.P., BEPC and the Issuer entered into an Underwriting Agreement (the “Underwriting Agreement”) with the underwriters party thereto (the “Underwriters”), pursuant to which the Selling Shareholders agreed to sell an aggregate of 15,000,000 BEPC shares to the Underwriters for an aggregate gross purchase price of $772,500,000, or $51.50 per BEPC share. In addition, BIC has granted the Underwriters an option to purchase an additional 2,250,000 BEPC shares at the same price as the sales made in the Offering, which option is exercisable until March 18, 2021. The Offering closed on February 16, 2021.

    Each BEPC share is exchangeable at the option of the holder for one L.P. Unit (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BEPC). The Issuer may elect to satisfy BEPC’s exchange obligation by acquiring such tendered BEPC shares for an equivalent number of L.P. Units (subject to adjustment to reflect certain capital events) or its cash equivalent.

    The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated by reference as Exhibit 8.

    Item 4. Purpose of Transaction.

    Item 4 of the original Schedule 13D is hereby supplemented as follows:

    The information set forth in Item 3 of this Amendment No. 5 is hereby incorporated by reference.

    Item 5. Interest in Securities of the Issuer.

    Item 5(a)-(c) of Schedule 13D is hereby amended and restated as follows:

    (a)-(b) The aggregate number and percentage of L.P. Units of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 308,051,190 units, constituting approximately 48.0% of the Issuer’s currently outstanding L.P. Units. The percentage of L.P. Units of the Issuer in this Item 5 is based on an aggregate number of L.P. Units of 274,838,426 outstanding as of February 16, 2021 and assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP and all of the outstanding 172,201,415 BEPC shares are exchanged for L.P. Units (on a one-for-one basis).

     

    (i)

    Brookfield

     

      a.

    Brookfield may be deemed the beneficial owner of 308,051,190* L.P. Units, constituting a percentage of approximately 48.0%**.

     


      b.

    Sole voting power to vote or direct vote: 0 L.P. Units

    Shared voting power to vote or direct vote: 308,051,190* L.P. Units

    Sole power to dispose or direct the disposition: 0 L.P. Units

    Shared power to dispose or direct the disposition: 308,051,190* L.P. Units

     

    *

    This amount includes 60,703,416 L.P. Units and 194,487,939 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI, and 8,046,000 L.P. Units held by BIC. This amount also includes BEPC shares held as follows: 14,858,019 BEPC shares held by BRPI, 28,961,500 BEPC shares held by BIC and 994,316 BEPC shares held by BREPH. The general partner of BREPH is BRP Bermuda GP Limited (“BRP Bermuda”). BRPI, BIC, BREPH and BRP Bermuda are each a subsidiary of Brookfield.

    **

    Assuming that only the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI, BIC and BREPH, as applicable, are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.9%.

     

    (ii)    Partners
       a.    Partners may be deemed the beneficial owner of 308,051,190* L.P., constituting a percentage of approximately 48.0%**
       b.   

    Sole voting power to vote or direct vote: 0 L.P. Units

     

    Shared voting power to vote or direct vote: 308,051,190* L.P. Units

     

    Sole power to dispose or direct the disposition: 0 L.P. Units

     

    Shared power to dispose or direct the disposition: 308,051,190* L.P. Units

     

    *

    This amount includes 68,749,416 L.P. Units, 194,487,939 redeemable/exchangeable partnership units of BRELP and 44,813,835 BEPC shares beneficially owned by Brookfield.

    **

    Assuming that only the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by Brookfield are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.9%.

     

    (iii)    BRPI
       a.    BRPI may be deemed the beneficial owner of 271,043,690* L.P. Units, constituting a percentage of approximately 42.3%**
       b.   

    Sole voting power to vote or direct vote: 0 L.P. Units

     

    Shared voting power to vote or direct vote: 271,043,690* L.P. Units

     

    Sole power to dispose or direct the disposition: 0 L.P. Units

     

    Shared power to dispose or direct the disposition: 271,043,690* L.P. Units

     

    *

    This amount includes 60,703,416 L.P. Units and 194,487,939 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI. This amount also includes 14,858,019 BEPC shares held by BRPI and 994,316 BEPC shares held by BREPH. The general partner of BREPH is BRP Bermuda, and BREPH and BRP Bermuda are subsidiaries of BRPI.

    **

    Assuming that only the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 55.9%.

     

    (iv)    BIC
       a.    BIC may be deemed the beneficial owner of 37,007,500* L.P. Units, constituting a percentage of approximately 5.8%**


               b.   

    Sole voting power to vote or direct vote: 0 L.P. Units

     

    Shared voting power to vote or direct vote: 37,007,500* L.P. Units

     

    Sole power to dispose or direct the disposition: 0 L.P. Units

     

    Shared power to dispose or direct the disposition: 37,007,500* L.P. Units

     

    *

    This amount includes 8,046,000 L.P. Units and 28,961,500 BEPC shares held by BIC.

    **

    Assuming that only the BEPC shares held by BIC are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 12.2%.

    (c) Prior to the closing of the Offering, (i) BRPI transferred to BIC, BPYCI, BIL, BHAL and BFREH 37,011,500 BEPC shares, 4,800,000 BEPC shares, 450,000 BEPC shares, 600,000 BEPC shares and 1,100,000 BEPC shares, respectively, of which BIC, BPYCI, BIL, BHAL and BFREH sold 3,950,000 BEPC shares, 4,800,000 BEPC shares, 450,000 BEPC shares, 600,000 BEPC shares and 1,100,000 BEPC shares, respectively, in the Offering and (ii) BIC transferred to BPYH 4,100,000 BEPC shares, of which BPYH sold 4,100,000 BEPC shares in the Offering. Other than the transactions described in this Amendment No. 5, there have been no transactions by the Reporting Persons in the L.P. Units during the past 60 days.

    Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

    Item 6 of the Schedule 13D is hereby supplemented as follows:

    The information set forth in Item 3 of this Amendment No. 5 is hereby incorporated by reference.

    As of February 16, 2021, Brookfield may deliver up to 127,387,580 L.P. Units to satisfy exchanges of BEPC shares in accordance with the terms of the Rights Agreement.

    Item 7. Materials to be Filed as Exhibits.

    Item 7 of the original Schedule 13D is hereby amended to add the following exhibit:

     

    Exhibit 8    Underwriting Agreement, dated February 10, 2021, by and among the Selling Shareholders, the Issuer, BEPC, BRPI, BREP Holding L.P. and the Underwriters (incorporated by reference from the Issuer’s and BEPC’s Form 6-K filed with the Securities and Exchange Commission on February 12, 2021).


    SIGNATURES

    After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

    Dated: February 17, 2021

     

    BROOKFIELD ASSET MANAGEMENT INC.
    By:  

    /s/ Kathy Sarpash

      Name: Kathy Sarpash
      Title: Senior Vice President
    PARTNERS LIMITED
    By:  

    /s/ Brian Lawson

      Name: Brian Lawson
      Title: Director and President
    BROOKFIELD RENEWABLE POWER INC.
    By:  

    /s/ Jennifer Mazin

      Name: Jennifer Mazin
      Title: Senior Vice President and Secretary
    BROOKFIELD INVESTMENTS CORPORATION
    By:  

    /s/ Tom Corbett

      Name: Tom Corbett
      Title: Vice President and Chief Financial Officer


    SCHEDULE I

    BROOKFIELD ASSET MANAGEMENT INC.

     

    Name and Position of Officer or Director   

    Principal Business Address

      

    Principal Occupation or Employment

      

    Citizenship

    M. Elyse Allan, Director    181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada    Corporate Director    Canada and U.S.A.
    Justin B. Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Head of Corporate Strategy and Chief Legal Officer, Brookfield    Canada

    Jeffrey M. Blidner,

    Vice Chair and Director

       181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada    Vice Chair, Brookfield    Canada
    Angela F. Braly, Director   

    250 Vesey Street, 15th Floor,

    New York, NY 10281-1023, U.S.A.

       Corporate Director    U.S.A.
    Jack L. Cockwell, Director    51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1, Canada    Chair of Brookfield Partners Foundation    Canada
    Marcel R. Coutu, Director   

    c/o Suite 1210, 225 – 6th Ave. S.W.

    Calgary, Alberta, T2P 1N2, Canada

       Corporate Director    Canada

    Maureen Kempston Darkes,

    Director

       181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Corporate Director    Canada
    Janice Fukakusa, Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Corporate Director    Canada
    Murilo Ferreira, Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Former Chief Executive Officer, Vale SA    Brazil
    J. Bruce Flatt, Director, Managing Partner and Chief Executive Officer    One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.    Managing Partner and Chief Executive Officer, Brookfield    Canada
    Nicholas H. Goodman, Managing Partner and Chief Financial Officer    181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada    Managing Partner and Chief Financial Officer, Brookfield    United Kingdom
    Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate    250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.    Managing Partner, Chief Executive Officer Real Estate, Brookfield    Canada
    Brian D. Lawson, Vice Chair and Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Vice Chair and Director, Brookfield    Canada

    Cyrus Madon, Managing Partner,

    Chief Executive Officer Private Equity

       181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Executive Officer of Private Equity, Brookfield    Canada


    Howard S. Marks, Director    333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.    Co-Chairman, Oaktree Capital Management    U.S.A.
    Frank J. McKenna, Director   

    TDCT Tower, 161 Bay Street, 35th Floor, Toronto, Ontario

    M5J 2T2, Canada

       Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale    Canada
    Rafael Miranda, Director    C/Santiago de Compostela 100 28035 Madrid, Spain    Corporate Director    Spain

    Craig Noble, Managing Partner,

    Chief Executive Officer Alternative Investments

      

    181 Bay Street, Suite 300

    Toronto, Ontario

    M5J 2T3, Canada

       Managing Partner, Chief Executive Officer Alternative Investments, Brookfield    Canada

    Lord Augustine Thomas O’Donnell,

    Director

      

    Frontier Economics, 71 High Holborn, London U.K.

    WC1V 6DA

       Chairman of Frontier Economics Limited    United Kingdom

    Hutham S. Olayan,

    Director

       505 Park Avenue, New York, NY 10022, U.S.A.    Chairman of The Olayan Group    U.S.A. and Saudi Arabia
    Lori Pearson, Managing Partner and Chief Operating Officer    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner and Chief Operating Officer, Brookfield    Canada

    Samuel J.B. Pollock,

    Managing Partner, Chief Executive Officer Infrastructure

       181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Executive Officer Infrastructure, Brookfield    Canada
    Ngee Huat Seek, Director    501 Orchard Road, #08 – 01 Wheelock Place, Singapore 238880    Chairman, Global Logistic Properties    Singapore

    Sachin G. Shah, Managing Partner,

    Chief Investment Officer

       181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Investment Officer, Brookfield    Canada
    Diana L. Taylor, Director    c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075    Corporate Director    U.S.A. and Canada
    Connor Teskey, Managing Partner and Chief Executive Officer Renewable Power    One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.    Managing Partner and Chief Executive Officer Renewable Power, Brookfield    Canada


    SCHEDULE II

    PARTNERS LIMITED

     

    Name and Position of

    Officer or Director

      

    Principal Business

    Address

      

    Principal Occupation or

    Employment

      

    Citizenship

    Lisa Chu, Treasurer    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Senior Vice President – Finance, Brookfield    Canada
    Jack L. Cockwell, Director and Chairman of the Board    51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada    Chair of Brookfield Partners Foundation    Canada
    Lorretta Corso, Secretary    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Administrator and Corporate Secretary, Brookfield    Canada
    Brian W. Kingston, Director    250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.    Managing Partner, Chief Executive Real Estate, Brookfield    Canada
    Brian D. Lawson, Director and President    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Vice Chair, Brookfield    Canada
    Cyrus Madon, Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Executive Officer Private Equity, Brookfield    Canada
    Samuel J.B. Pollock, Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Executive Officer Infrastructure, Brookfield    Canada
    Timothy R. Price, Director    51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada    Corporate Director    Canada
    Sachin Shah, Director    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Chief Investment Officer, Brookfield    Canada
    Tim Wang, Assistant Secretary    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Manager, Capital Markets and Treasury, Brookfield    Canada


    SCHEDULE III

    BROOKFIELD RENEWABLE POWER INC.

     

    Name and Position of Officer or Director

      

    Principal Business Address

      

    Principal Occupation or

    Employment

      

    Citizenship

    Douglas Christie, Director and Senior Vice-President    Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Director, Brookfield    Canada
    Julian Deschatelets, Director and Senior Vice-President    Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Director, Brookfield    Canada
    Wyatt Hartley, Director and Chief Financial Officer    Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Brookfield    Canada
    Jennifer Mazin, Director and Senior Vice-President and Secretary    Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Brookfield    Canada
    Connor Teskey, Chief Executive Officer    One Canada Square, Level 25, Canary Wharf, London, E14 5AA United Kingdom    Managing Partner, Chief Executive Officer Renewable Power, Brookfield    Canada
    Ruth Kent, Chief Operating Officer    Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Partner, Brookfield    Ireland


    SCHEDULE IV

    BROOKFIELD INVESTMENTS CORPORATION

     

    Name and Position of

    Officer or Director

      

    Principal Business

    Address

      

    Principal Occupation or

    Employment

      

    Citizenship

    Thomas Corbett, Vice President and Chief Financial Officer    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Managing Director, Finance, Brookfield    Canada
    Lorretta M. Corso, Vice President and Secretary    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Administrator and Corporate Secretary, Brookfield    Canada
    Howard Driman, Director   

    181 Bay Street, Suite 300,

    Toronto, Ontario M5J 2T3,

    Canada

       Corporate Director    Canada
    Frank L.C. Lochan, Director   

    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada

       Corporate Director    Canada

    Edward C. Kress, Director,

    Chairman and President

       181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Corporate Director    Canada
    Danesh K. Varma, Director   

    One Canada Square, Level 25

    Canary Wharf, London E14 5AA U.K.

       Corporate Director    United Kingdom
    Leslie Yuen, Vice President and Controller    181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada    Vice President, Brookfield    Canada
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