SC 13D/A 1 d74603dsc13da.htm SC 13D/A (AMENDMENT NO. 3) SC 13D/A (AMENDMENT NO. 3)

 

 

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
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 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
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
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
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    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