UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
BROOKFIELD RENEWABLE PARTNERS L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
G16258 10 8
(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)
July 30, 2020
(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. G16258 10 8 | SCHEDULE 13D |
| 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
220,030,707* LIMITED PARTNERSHIP UNITS | |||||
| 9 | Sole Dispositive Power
0 LIMITED PARTNERSHIP UNITS | |||||
| 10 | Shared Dispositive Power
220,030,707* LIMITED PARTNERSHIP UNITS | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
220,030,707* 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)
51.5%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS | |||||
| 14 | Type of Reporting Person (See Instructions)
| |||||
| CO | ||||||
| * | This amount includes 40,468,944 limited partnership units (“L.P. Units”) of Brookfield Renewable Partners L.P. (the “Issuer”) and 129,658,623 redeemable/exchangeable partnership units of Brookfield Renewable Energy L.P. (“BRELP”) beneficially owned by Brookfield Renewable Power Inc. (“BRPI”), and 5,364,000 L.P. Units held by Brookfield Investments Corporation (“BIC”). This amount also includes class A exchangeable subordinate voting shares (the “BEPC shares”) of Brookfield Renewable Corporation (“BEPC”) held as follows: 42,535,263 BEPC shares held by BRPI, 1,341,000 BEPC shares held by BIC and 662,877 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 July 31, 2020, there were approximately 183,081,905 L.P. Units outstanding. Percentage assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only all of 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 61.6%. See Item 5. |
| CUSIP No. G16258 10 8 | SCHEDULE 13D |
| 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
220,030,707* LIMITED PARTNERSHIP UNITS | |||||
| 9 | Sole Dispositive Power
0 LIMITED PARTNERSHIP UNITS | |||||
| 10 | Shared Dispositive Power
220,030,707* LIMITED PARTNERSHIP UNITS | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
220,030,707* 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)
51.5%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS | |||||
| 14 | Type of Reporting Person (See Instructions)
| |||||
| CO | ||||||
| * | This amount includes 45,832,944 L.P. Units, 129,658,623 redeemable/exchangeable partnership units of BRELP and 44,539,140 BEPC shares beneficially owned by Brookfield Asset Management Inc. See Items 3 and 5. |
| ** | As of July 31, 2020, there were approximately 183,081,905 L.P. Units outstanding. Percentage assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only all of 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 61.6%. See Item 5. |
| CUSIP No. G16258 10 8 | SCHEDULE 13D |
| 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
213,325,707* LIMITED PARTNERSHIP UNITS | |||||
| 9 | Sole Dispositive Power
0 LIMITED PARTNERSHIP UNITS | |||||
| 10 | Shared Dispositive Power
213,325,707* LIMITED PARTNERSHIP UNITS | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
213,325,707* 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)
49.9%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS | |||||
| 14 | Type of Reporting Person (See Instructions)
| |||||
| CO | ||||||
| * | This amount includes 40,468,944 L.P. Units and 129,658,623 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI. This amount also includes 42,535,263 BEPC shares held by BRPI and 662,877 BEPC shares held by BREPH, a subsidiary of BRPI. See Items 3 and 5. |
| ** | As of July 31, 2020, there were approximately 183,081,905 L.P. Units outstanding. Percentage assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only all of 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 59.9%. See Item 5. |
| CUSIP No. G16258 10 8 | SCHEDULE 13D |
| 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
6,705,000* LIMITED PARTNERSHIP UNITS | |||||
| 9 | Sole Dispositive Power
0 LIMITED PARTNERSHIP UNITS | |||||
| 10 | Shared Dispositive Power
6,705,000* LIMITED PARTNERSHIP UNITS | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,705,000* 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)
1.6%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS | |||||
| 14 | Type of Reporting Person (See Instructions)
| |||||
| CO | ||||||
| * | This amount includes 5,364,000 L.P. Units and 1,341,000 BEPC shares held by BIC. See Items 3 and 5. |
| ** | As of July 31, 2020, there were approximately 183,081,905 L.P. Units outstanding. Percentage assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only all of the BEPC shares held by BIC are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 3.6%. See Item 5. |
| CUSIP No. G16258 10 8 | SCHEDULE 13D |
Explanatory Note
This Amendment No. 3 (this “Amendment No. 3”) 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 July 30, 2020 of the previously announced distribution of class A exchangeable subordinate voting shares (the “BEPC shares”) of Brookfield Renewable Corporation (“BEPC”) to the unitholders of the Brookfield Renewable Partners L.P. (the “Issuer”) and Brookfield Renewable Energy L.P. (“BRELP”). This Amendment No. 3 also reflects the closing of the acquisition of all of the shares of class A common stock of TerraForm Power, Inc. not already owned by the Issuer and its affiliates.
Unless otherwise indicated, all references to “$” in this Amendment No. 3 are to U.S. dollars.
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. 3.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended as follows:
Schedules I, II, III, and IV hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations, addresses, and citizenships, of Brookfield, Partners, BRPI and BIC, respectively.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On or about July 30, 2020, the Reporting Persons received an aggregate 44,539,140 BEPC shares in connection with the previously announced distribution of BEPC shares to the unitholders of the Issuer and BRELP. Each BEPC share is structured with the intention of providing an economic return equivalent to one L.P. Unit (subject to adjustment to reflect certain capital events). 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.
Item 4. Purpose of Transaction.
The information set forth in Item 3 of this Amendment No. 3 is hereby incorporated by reference.
| CUSIP No. G16258 10 8 | SCHEDULE 13D |
Item 5. Interest in Securities of the Issuer
Items 5(a)-(c) of Schedule 13D are 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 220,030,707 units, constituting approximately 51.5% 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 183,081,905 outstanding as of July 31, 2020 and assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis).
(i) Brookfield
| (a) | As of July 31, 2020, Brookfield may be deemed the beneficial owner of 220,030,707* L.P. Units, constituting a percentage of approximately 51.5%**. |
| (b) | Sole voting power to vote or direct vote: 0 L.P. Units |
Shared voting power to vote or direct vote: 220,030,707* L.P. Units
Sole power to dispose or direct the disposition: 0 L.P. Units
Shared power to dispose or direct the disposition: 220,030,707* L.P. Units
* This amount includes 40,468,944 L.P. Units and 129,658,623 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI, and 5,364,000 L.P. Units held by BIC. This amount also includes BEPC shares held as follows: 42,535,263 BEPC shares held by BRPI, 1,341,000 BEPC shares held by BIC and 662,877 BEPC shares held by BREP Holding L.P. (“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 all of 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 61.6%.
(ii) Partners
| (a) | As of July 31, 2020, Partners may be deemed the beneficial owner of 220,030,707* L.P., constituting a percentage of approximately 51.5%** |
| (b) | Sole voting power to vote or direct vote: 0 L.P. Units |
Shared voting power to vote or direct vote: 220,030,707* L.P. Units
Sole power to dispose or direct the disposition: 0 L.P. Units
Shared power to dispose or direct the disposition: 220,030,707* L.P. Units
* This amount includes 45,832,944 L.P. Units, 129,658,623 redeemable/exchangeable partnership units of BRELP and 44,539,140 BEPC shares beneficially owned by Brookfield.
** Assuming that only all of 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 61.6%.
(iii) BRPI
| (a) | As of July 31, 2020, BRPI may be deemed the beneficial owner of 213,325,707* L.P. Units, constituting a percentage of approximately 49.9%** |
| (b) | Sole voting power to vote or direct vote: 0 L.P. Units |
Shared voting power to vote or direct vote: 213,325,707* L.P. Units
Sole power to dispose or direct the disposition: 0 L.P. Units
Shared power to dispose or direct the disposition: 213,325,707* L.P. Units
* This amount includes 40,468,944 L.P. Units and 129,658,623 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI. This amount also includes 42,535,263 BEPC shares held by BRPI and 662,877 BEPC shares held by BREPH. The general partner of BREPH is BRP Bermuda, and BREPH and BRP Bermuda are subsidiaries of BRPI.
| CUSIP No. G16258 10 8 | SCHEDULE 13D |
** Assuming that only all of 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 59.9%.
(iv) BIC
| (a) | As of July 31, 2020, BIC may be deemed the beneficial owner of 6,705,000* L.P. Units, constituting a percentage of approximately 1.6%** |
| (b) | Sole voting power to vote or direct vote: 0 L.P. Units |
Shared voting power to vote or direct vote: 6,705,000* L.P. Units
Sole power to dispose or direct the disposition: 0 L.P. Units
Shared power to dispose or direct the disposition: 6,705,000* L.P. Units
* This amount includes 5,364,000 L.P. Units and 1,341,000 BEPC shares held by BIC.
** Assuming that only all of the BEPC shares held by BIC are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 3.6%.
(c) Other than the transactions described in Item 3 in this Amendment No. 3, 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. 3 is hereby incorporated by reference.
Holders of BEPC shares are entitled to exchange their BEPC shares for an equivalent number of L.P. Units (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of the BEPC) at any time. 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. On July 30, 2020, Wilmington Trust, National Association (the “Rights Agent”) and Brookfield entered into the Rights Agreement (the “Rights Agreement”) pursuant to which Brookfield has agreed that it will, under certain circumstances, satisfy, or cause to be satisfied, the obligations pursuant to BEPC’s articles of incorporation to exchange BEPC shares for L.P. Units. The term of the Rights Agreement is until July 30, 2027 (and as will be automatically renewed for successive periods of two years thereafter, unless Brookfield provides the Rights Agent with written notice of termination in accordance with the terms of the Rights Agreement). As of July 31, 2020, Brookfield may deliver up to 70,338,813 L.P. Units to satisfy any exchange of BEPC shares in accordance with the terms of the Rights Agreement.
Further, pursuant to the equity commitment agreement, dated as of July 30, 2020, between the Issuer, one of its subsidiaries and BEPC, the Issuer has also agreed not to declare or pay any distribution on the L.P. Units if on such date BEPC does not have sufficient funds or other assets to enable the declaration and payment of an equivalent dividend on the BEPC shares.
Item 7. Material to be Filed as Exhibits.
Item 7 of the original Schedule 13D is hereby amended to add the following exhibits:
| Exhibit 6 | Rights Agreement (incorporated by reference to Exhibit 10.2 to Brookfield Renewable Corporation’s Form 6-K filed on July 31, 2020) |
| CUSIP No. G16258 10 8 | SCHEDULE 13D |
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: July 31, 2020
| BROOKFIELD ASSET MANAGEMENT INC. | ||||
| By: | /s/ Jessica Diab | |||
| Name: | Jessica Diab | |||
| Title: | 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: | 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 & Chief Legal Officer | Canada | |||
Jeffrey M. Blidner, Vice Chair | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
| Angela F. Braly, Director | 832 Alverna Drive Indianapolis, Indiana 46260 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 | Suite 1210 225 – 6th Ave. S.W. Calgary, Alberta T2P 1N2, Canada | Corporate Director | Canada | |||
| Murilo Ferreira, Director | Rua General Venancio Flores, 50 Cob. 01 Leblon, Rio de Janeiro RJ 22441-090 | Former Chief Executive Officer, Vale SA | Brazil | |||
| J. Bruce Flatt, Director and Chief Executive Officer | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Chief Executive Officer, Brookfield | Canada | |||
| Nicholas H. Goodman, Chief Financial Officer | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada | Chief Financial Officer, Brookfield | United Kingdom | |||
Maureen Kempston Darkes, Director | 10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada | Corporate Director | Canada | |||
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 of Brookfield | Canada | |||
| Brian D. Lawson, Vice Chair | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
| Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer of Private Equity of Brookfield | Canada | |||
| Howard S. Marks, Director | 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. | Deputy Chairman, Oaktree Capital Management Inc. | 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 of Brookfield | Canada | |||
| Lori Pearson, Managing Partner and Chief Operating Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner and Chief Operating Officer of Brookfield | Canada | |||
| Janice Fukakusa, Director | 43 The Kingsway, Toronto, Ontario, M8X 2S9, Canada | Corporate Director | 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 of 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 | |||
| Ngee Huat Seek, Director | 501 Orchard Road, #08 — 01 Wheelock Place, Singapore 238880 | Chairman, Global Logistic Properties | Singapore | |||
| Sachin G. Shah, Managing Partner, Chief Executive Officer Renewable Power | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Renewable Power of 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 | |||
SCHEDULE II
PARTNERS LIMITED
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or | 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 Executive Officer Renewable Power, 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 | 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 | |||
| Sachin Shah, Chief Executive Officer | Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | 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 | United Kingdom | |||
SCHEDULE IV
BROOKFIELD INVESTMENTS CORPORATION
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or | 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 | 17 Lindemann Street, Thornhill, Ontario L3T 5S8 | Corporate Director | Canada | |||
| James L.R. Kelly, Director | Hwy. #26 West at 7th Line, P.O. Box 3394 206005 Hwy. #26 West Meaford, Ontario N4L 1A5 | 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 | 8 Little Trinity Lane, London EC4V 2AN United Kingdom | Corporate Director | United Kingdom | |||
| Leslie Yuen, Vice President and Controller | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President, Brookfield | Canada | |||
