Brookfield Renewable Partners與Brookfield Renewable Corporation簽訂重組協議 整合至新控股公司

EX-99.1
2
tm2621431d1_ex99-1.htm
EXHIBIT 99.1

 

 

Exhibit 99.1

 

EXECUTION VERSION

 

ARRANGEMENT AGREEMENT

 

AMONG

 

BROOKFIELD RENEWABLE
PARTNERS INC.

 

and

 

BROOKFIELD RENEWABLE
PARTNERS L.P.

 

and

 

BROOKFIELD RENEWABLE
CORPORATION

 

JULY 21, 2026

 

  

  

 

 

Table
of Contents

 

 
  
 Page

 
  
  

 
 Article 1
 INTERPRETATION
 2

 
  
  
  
  

 
  
 1.1
 Definitions
 2

 
  
 1.2
 Construction
 6

 
  
 1.3
 Schedules
 6

 
  
  
  
  

 
 Article 2
 THE ARRANGEMENT
 6

 
  
  
  
  

 
  
 2.1
 Arrangement
 6

 
  
 2.2
 Effective Date and Effective
 Time
 7

 
  
 2.3
 Interim Order
 7

 
  
 2.4
 Meeting and Meeting Materials
 8

 
  
 2.5
 Effecting the Arrangement and
 Ancillary Filings
 9

 
  
 2.6
 U.S. Securities Law Matters
 9

 
  
  
  
  

 
 Article 3
 REPRESENTATIONS AND WARRANTIES
 11

 
  
  
  
  

 
  
 3.1
 Mutual Representations and
 Warranties
 11

 
  
 3.2
 Representations and Warranties
 of BEP Inc.
 12

 
  
 3.3
 Survival
 12

 
  
  
  
  

 
 Article 4
 COVENANTS
 12

 
  
  
  
  

 
  
 4.1
 General Covenants
 12

 
  
  
  
  

 
 Article 5
 CONDITIONS
 13

 
  
  
  
  

 
  
 5.1
 Mutual Conditions Precedent
 13

 
  
 5.2
 Conditions Precedent to Obligations
 of Each Party
 14

 
  
 5.3
 Merger of Conditions
 14

 
  
  
  
  

 
 Article 6
 AMENDMENT AND TERMINATION
 14

 
  
  
  
  

 
  
 6.1
 Amendment
 14

 
  
 6.2
 Term
 14

 
  
 6.3
 Termination
 14

 
  
 6.4
 Effect of Termination
 15

 
  
 6.5
 Limitations of Covenants
 15

 
  
  
  
  

 
 Article 7
 GENERAL
 15

 
  
  
  
  

 
  
 7.1
 Expenses
 15

 
  
 7.2
 Notices
 16

 
  
 7.3
 Time of the Essence
 16

 
  
 7.4
 Assignment
 16

 
  
 7.5
 Binding Effect
 17

 
  
 7.6
 Waiver
 17

 

  - i- 

  

 

 

TABLE OF CONTENTS
(continued)

  

 
  
  
  
 Page

 
  
  
  
  

 
  
 7.7
 Entire Agreement
 17

 
  
 7.8
 Governing Law; Attornment
 17

 
  
 7.9
 Limitation on Liability
 17

 
  
 7.10
 Severability
 17

 
  
 7.11
 Counterparts; Facsimiles
 18

 
  
  
  
  

 
 Schedule A
 PLAN OF ARRANGEMENT
 1

 
  
  
  
  

 
 Schedule B
 BEP RESOLUTIONS
 1

 
  
  
  
  

 
 Schedule C
 BEPC RESOLUTION
 1

 
 

  - ii- 

  

 

 

ARRANGEMENT
AGREEMENT

 

This
Arrangement Agreement made as of the 21st day of July, 2026,

 

A M O N G:

 

BROOKFIELD
RENEWABLE PARTNERS INC., a corporation existing under the laws of British Columbia, (hereinafter referred to as “BEP Inc.”)

 

- and -

 

BROOKFIELD
RENEWABLE PARTNERS L.P., an exempted limited partnership existing under the laws of Bermuda, (hereinafter referred to as “BEP”)

 

- and -

 

BROOKFIELD
RENEWABLE CORPORATION, a corporation existing under the laws of British Columbia, (hereinafter referred to as “BEPC”)

 

WHEREAS
BEP Inc., BEP, and BEPC wish to complete the Arrangement (as defined herein) to, among other things, deliver additional benefits
to BEP Unitholders and BEPC Shareholders (each as defined herein) by holding their investments in the business of BEP and BEPC, including
each of their Subsidiaries (as defined herein), through BEP Inc., a newly formed corporation;

 

AND
WHEREAS the BEP Board (as defined herein) has reviewed the terms and conditions of the Arrangement, and on the unanimous recommendation
of the BEP NGC (as defined herein), whose recommendation came after reviewing and considering an opinion of Scotia Capital Inc. to the
effect that, as of the date of such opinion, the consideration to be received by the Public Unitholders (as defined herein) pursuant
to the Arrangement is fair, from a financial point of view, to such holders, and other considerations related to the Arrangement, has
determined that the Arrangement is in the best interests of BEP;

 

AND
WHEREAS the BEPC Board (as defined herein) has reviewed the terms and conditions of the Arrangement, and on the unanimous recommendation
of the BEPC NGC (as defined herein), whose recommendation came after reviewing and considering an opinion of Scotia Capital Inc. to the
effect that, as of the date of such opinion, the consideration to be received by the holders of BEPC Shares (as defined herein) pursuant
to the Arrangement is fair, from a financial point of view, to such holders, and other considerations related to the Arrangement, has
determined that the Arrangement is in the best interests of BEPC;

 

   1 

  

 

 

NOW
THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby covenant
and agree as follows:

 

Article 1
INTERPRETATION

 

1.1Definitions.

 

In
this Agreement, including the recitals hereto, other than the schedules and unless there is something in the subject matter or context
inconsistent therewith, the following capitalized words and terms shall have the following meanings:

 

“Agreement”
means this arrangement agreement, including the schedules attached hereto, as supplemented or amended from time to time.

 

“Applicable
Law” means in respect of any Person: (i) any applicable domestic or foreign law including any statute, subordinate legislation
or treaty; and (ii) any applicable guideline, directive, rule, standard, requirement, policy, order, judgment, injunction, award
or decree of a Governmental Entity having the force of law.

 

“Arrangement”
means the arrangement under Section 288 of the BCBCA in accordance with the terms and subject to the conditions set out in the Plan
of Arrangement, subject to any amendments, modifications or supplements to the Plan of Arrangement made in accordance with this Agreement
and Section 6.1 of the Plan of Arrangement or made at the discretion of the Court with the consent of BEP and, if applicable, BEPC,
each acting reasonably.

 

“BCBCA”
means the Business Corporations Act (British Columbia).

 

“BEP
Arrangement Resolution” means the resolution approving the transactions contemplated by the Plan of Arrangement.

 

“BEP
Board” means the board of directors of the BEP General Partner, in its capacity as general partner of BEP, as constituted from
time to time.

 

“BEP
Class A Preferred Units” means the Class A Preferred Limited Partnership Units in the capital of BEP, issuable in
series.

 

“BEP
General Partner” means Brookfield Renewable Partners Limited.

 

“BEP
LPA” means the fourth amended and restated limited partnership agreement of BEP dated as of May 3, 2016, as amended, including,
where applicable, pursuant to the BEP LPA Amendment.

 

“BEP
LPA Amendment” means the amendment to the BEP LPA in the form attached as Schedule A to the Plan of Arrangement.

 

   2 

  

 

 

“BEP
LPA Amendment Resolution” means the resolution approving the BEP LPA Amendment.

  

“BEP
NGC” means the nominating and governance committee of the board of directors of BEP General Partner.

 

“BEP
Resolutions” means, collectively, the BEP LPA Amendment Resolution and the BEP Arrangement Resolution to be considered at the
BEP Unitholders’ Meeting by BEP Unitholders, each substantially in the form of Schedule B attached hereto.

 

“BEP
Unitholders” means the holders of the BEP Units.

 

“BEP
Unitholders’ Meeting” means such meeting or meetings of BEP Unitholders, including any adjournment or postponement thereof,
convened to consider, and, if deemed advisable approve, the BEP Resolutions.

 

“BEP
Units” means the non-voting limited partnership units in the capital of BEP, other than the BEP Class A Preferred Units.

 

“BEPC
Board” means the board of directors of BEPC, as constituted from time to time.

 

“BEPC
Class B Shareholder” means Brookfield BRP Holdings (Canada) Inc., as the holder of the BEPC Class B Shares.

 

“BEPC
Class B Shares” means the class B multiple voting shares in the capital of BEPC.

 

“BEPC
NGC” means the nominating and governance committee of the board of directors of BEPC.

 

“BEPC
Resolution” means the resolution approving the transactions contemplated by the Plan of Arrangement to be considered at the
BEPC Shareholders’ Meeting by BEPC Shareholders and the BEPC Class B Shareholder, substantially in the form of Schedule C
attached hereto.

 

“BEPC
Shareholders” means the holders of BEPC Shares.

 

“BEPC
Shareholders’ Meeting” means such meeting or meetings of the BEPC Class B Shareholder and the BEPC Shareholders,
including any adjournment or postponement thereof, convened to consider, and if deemed advisable approve, the BEPC Resolution.

 

“BEPC
Shares” means the class A exchangeable subordinate voting shares in the capital of BEPC.

 

“BEP
Inc. Class A Shares” means the class A subordinate voting shares in the capital of BEP Inc.

 

“BEP
Inc. Class B Shares” means the class B multiple voting shares in the capital of BEP Inc.

 

   3 

  

 

 

“BEP
Inc. Class I Shares” means the class I non-voting incentive shares in the capital of BEP Inc.

  

“Business
Day” means any day of the week, other than a Saturday or Sunday or a statutory or civic holiday observed in Toronto, Ontario,
Vancouver, British Columbia, New York, New York or Hamilton, Bermuda.

 

“Circular”
means the joint management information circular of BEP and BEPC, including all appendices and schedules thereto, and any information
incorporated by reference therein, to be sent to the BEP Unitholders, BEPC Shareholders and the BEPC Class B Shareholder in connection
with the Meetings, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

 

“Court”
means the Supreme Court of British Columbia.

 

“Dissent
Rights” means the right of a registered BEP Unitholder and/or registered BEPC Shareholder to dissent with respect to their
BEP Units and/or BEPC Shares, as applicable, pursuant to and in the manner set forth in Section 7.6 of the BEP LPA Amendment and
Division 2 of Part 8 of the BCBCA, respectively, as modified by Article 4 of the Plan of Arrangement, the Interim Order, the
Final Order and any other order of the Court, in connection with the Arrangement.

 

“Effective
Date” means the date upon which the Arrangement becomes effective, being the date BEP Inc., BEP and, if applicable, BEPC, agree
upon, acting reasonably, as the effective date of the Arrangement following the satisfaction or waiver of the applicable conditions precedent
to the completion of the Arrangement, including the granting of the Final Order.

 

“Effective
Time” means 12:01 a.m. (Vancouver Time) on the Effective Date, or such other time as may be agreed to in writing by BEP
Inc., BEP and, if applicable, BEPC, prior to the Effective Date.

 

“Encumbrance”
means any mortgage, charge, pledge, lien, hypothec, security interest, encumbrance, adverse claim or right of any third party to acquire
or restrict the use of property.

 

“Final
Order” means the final order of the Court pursuant to Section 291 of the BCBCA, in form and substance satisfactory to
BEP and, if applicable, BEPC, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented
or varied by the Court (with the consent of BEP and, if applicable, BEPC, each acting reasonably) at any time prior to the Effective
Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended (provided that any such amendment
is acceptable to BEP and, if applicable, BEPC, each acting reasonably) on appeal.

 

“Governmental
Entity” means (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental
or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau or agency, domestic or foreign;
(b) any subdivision, agent, commission, commissioner, board, or authority of any of the foregoing; (c) any self-regulatory
authority, including the TSX and the NYSE; or (d) any quasi-governmental or private body exercising any regulatory, expropriation
or taxing authority under or for the account of any of the foregoing.

 

   4 

  

 

 

“Interim
Order” means an interim order of the Court pursuant to Section 291 of the BCBCA, in form and substance acceptable to BEP
and BEPC, each acting reasonably, containing declarations and directions in respect of the notice to be given and the conduct of the
BEP Unitholders’ Meeting and the BEPC Shareholders’ Meeting with respect to the Arrangement, as such order may be amended,
modified, supplemented or varied by the Court with the consent of BEP and BEPC, each acting reasonably.

  

“Meeting
Materials” means the notice of meeting, the Circular and the form of proxy in respect of each of the Meetings which accompanies
the Circular.

 

“Meetings”
means, collectively, the BEP Unitholders’ Meeting and the BEPC Shareholders’ Meeting and “Meeting” means
any one of them, as the context requires.

 

“NYSE”
means the New York Stock Exchange.

 

“Parties”
means BEP Inc., BEP and BEPC, and “Party” means any one of them.

 

“Person”
includes an individual, partnership, association, body corporate, joint venture, business organization, trustee, executor, administrator,
legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status.

 

“Plan
of Arrangement” means the plan of arrangement proposed under Section 288 of the BCBCA, attached as Schedule A hereto,
as amended, varied or supplemented in accordance with the terms thereof, the terms of this Agreement or made at the discretion of the
Court in the Final Order.

 

“Public
Unitholders” means the holders of BEP Units other than Brookfield Corporation and its direct or indirect Subsidiaries or affiliates.

 

“Representatives”
means, collectively, the directors, officers, employees and agents of a Party at any time and their respective heirs, executors, administrators
and other legal representatives.

 

“Subsidiary”
has the meaning given to such term in the BCBCA.

 

“Transaction
Costs” means all fees, costs and expenses incurred directly in connection with the Arrangement, including advisory and other
professional expenses and printing and mailing costs associated with the Meeting Materials.

 

“TSX”
means the Toronto Stock Exchange.

 

“U.S.
Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated
from time to time thereunder.

 

   5 

  

 

 

1.2Construction.

 

In
this Agreement, unless otherwise expressly stated or the context otherwise requires:

 

(a)the
 division of this Agreement into Articles and Sections and the use of headings are for convenience
 of reference only and do not affect the construction or interpretation hereof;

 

(b)the
 words “hereunder”, “hereof”, “herein” and similar expressions
 refer to this Agreement and not to any particular Article or Section and references
 to “Articles” and “Sections” are to Articles and Sections of this
 Agreement;

 

(c)words
 importing the singular include the plural and vice versa and words importing any gender include
 all genders;

 

(d)the
 word “including” means “including without limiting the generality of the
 foregoing”;

 

(e)if
 the date on which any action is required or permitted to be taken hereunder is not a Business
 Day, such action shall be required or permitted to be taken on the next succeeding day which
 is a Business Day;

 

(f)a
 reference to time is to local time in Vancouver, British Columbia;

 

(g)unless
 something in the subject matter or context is inconsistent therewith or unless otherwise
 herein provided, a reference to a statute includes all rules and regulations made thereunder,
 all amendments to such statute, rule or regulation in force from time to time and any
 statute, rule or regulation that supplements or supersedes such statute, rule or
 regulation; and

 

(h)a
 reference to the knowledge of a Party means to the best of the knowledge of any of the executive
 officers of such Party after reasonable enquiry.

 

1.3Schedules.

 

The
following schedules are attached to this Agreement and form a part hereof:

 

Schedule A
 – Plan of Arrangement

 

Schedule B
 – BEP Resolutions

 

Schedule C
 – BEPC Resolution

 

Article 2
THE ARRANGEMENT

 

2.1Arrangement.

 

Each
of the Parties agrees that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in
this Agreement and on the terms set forth in the Plan of Arrangement.

 

   6 

  

 

 

2.2Effective
 Date and Effective Time.

 

The
Arrangement will become effective on the Effective Date and, commencing at the Effective Time, the steps to be carried out pursuant to
the Arrangement will become effective in the order and at the times set out in the Plan of Arrangement without any further act or formality,
except as contemplated in the Plan of Arrangement.

 

2.3Interim
 Order.

 

BEP,
BEPC and BEP Inc. shall apply to the Court pursuant to Section 291 of the BCBCA for the Interim Order as follows:

 

(a)as
 soon as reasonably practicable following the execution of this Agreement, BEP Inc. shall
 prepare, file, proceed with and diligently pursue an application to the Court for the Interim
 Order, which shall provide, among other things:

 

(i)for
 the calling and holding of (i) the BEP Unitholders’ Meeting for the purpose, among
 other things, of considering the BEP Resolutions and (ii) the BEPC Shareholders’
 Meeting for the purpose, among other things, of considering the BEPC Resolution;

 

(ii)for
 the classes of Persons to whom notice is to be provided in respect of the Arrangement and
 each of the Meetings and for the manner in which such notice is to be provided;

 

(iii)that
 the requisite approvals for the BEP Resolutions will be as follows: (i) the affirmative
 vote of 66% of the outstanding
 BEP Units as of the close of business on the record date for securityholders entitled to
 receive notice of and to vote at the BEP Unitholders’ Meeting with respect to the BEP
 Arrangement Resolution, and (ii) the affirmative vote of 66%
 of the outstanding BEP Units as of the close of business on the record date for securityholders
 entitled to receive notice of and to vote at the BEP Unitholders’ Meeting with respect
 to the BEP LPA Amendment Resolution;

 

(iv)that
 the requisite approvals for the BEPC Resolution will be: (i) not less than 66%
 of the votes cast by the holders of BEPC Shares and the holder of BEPC Class B Shares,
 voting together, present in person or represented by proxy at the BEPC Shareholders’
 Meeting and (ii) not less than 66%
 of the votes cast by the holders of BEPC Shares, voting separately as a class, present in
 person or represented by proxy at the BEPC Shareholders’ Meeting;

 

(v)for
 the grant of Dissent Rights as provided in Article 4 of the Plan of Arrangement;

 

(vi)for
 the notice requirements with respect to the presentation of the application to the Court
 for the Final Order;

 

   7 

  

 

 

(vii)for
 the confirmation of the record date for securityholders entitled to notice of and to vote
 at each of the Meetings;

 

(viii)that
 the BEP Unitholders’ Meeting or the BEPC Shareholders’ Meeting may be adjourned
 or postponed from time to time by BEP or BEPC, respectively, without the need for additional
 approval of the Court; and

 

(ix)for
 such other matters as the Parties may reasonably require, subject to approval by the Court.

 

(b)in
 seeking the Interim Order, BEP Inc. shall advise the Court that it is BEP Inc.’s intention
 to rely upon the exemption from registration provided in Section 3(a)(10) of the
 U.S. Securities Act with respect to the issuance of BEP Inc. Class A Shares pursuant
 to the Arrangement, based on the Court’s approval of the Arrangement, as contemplated
 in Section 2.6.

 

2.4Meeting
 and Meeting Materials.

 

Subject
to the terms of this Agreement and the receipt of the Interim Order:

 

(a)BEP
 will convene and conduct the BEP Unitholders’ Meeting in accordance with the Interim
 Order and Applicable Law as soon as reasonably practicable for the purpose of considering
 the BEP Resolutions (and any other proper purpose as may be set out in the Meeting Materials);

 

(b)BEPC
 will convene and conduct the BEPC Shareholders’ Meeting in accordance with the Interim
 Order and Applicable Law as soon as reasonably practicable for the purpose of considering
 the BEPC Resolution (and any other proper purpose as may be set out in the Meeting Materials);
 and

 

(c)BEP
 and BEPC will: (i) prepare the Meeting Materials (and any necessary amendments or supplements
 to the Circular), together with any other documents required by Applicable Law in connection
 with the Meetings; and (ii) cause the Meeting Materials and other documentation required
 under Applicable Law in connection with the Meetings to be filed as required by the Interim
 Order and in accordance with Applicable Law. The Parties will cooperate in the preparation
 of any amendment or supplement to the Meeting Materials as required or appropriate, and BEP
 or BEPC, as applicable, will promptly publicly disseminate any amendment or supplement to
 the Meeting Materials to the BEP Unitholders and the BEPC Shareholders in accordance with
 the Interim Order and, if required by the Court or Applicable Law, file the same with any
 Governmental Entity. The Meeting Materials shall also contain such information as may be
 required to allow BEP Inc. to rely upon the exemption from registration provided under Section 3(a)(10) of
 the U.S. Securities Act with respect to the offer and sale of BEP Inc. Class A Shares
 pursuant to the Arrangement.

 

   8 

  

 

 

2.5Effecting
 the Arrangement and Ancillary Filings.

  

Subject
to the rights of termination contained in Section 6.3, upon the BEP Unitholders approving the Arrangement as set out in the Interim
Order, the BEPC Shareholders’ Meeting having been held, the receipt of the Final Order and the satisfaction (or waiver, if applicable)
of the other conditions herein contained in favour of each of the Parties, the Parties covenant and agree to, on a date and at a time
to be determined exclusively by BEP, file with the registrar any and all documents (including any documents required pursuant to Section 292
of the BCBCA and such other documents as may be required to give effect to the Arrangement pursuant to Division 5 of Part 9 of the
BCBCA) and to exchange (to the extent not previously exchanged) such other documents as may be necessary or desirable to give effect
to the Arrangement and implement the Plan of Arrangement on such date. The closing of the Arrangement will take place through the electronic
exchange of documents effective at the Effective Time on the Effective Date, or at such other time and place as may be agreed to by the
Parties, whereupon at the Effective Time on the Effective Date, the transactions comprising the Arrangement will be deemed to occur in
the order and at the times set out in the Plan of Arrangement without any further act or formality. From and after the Effective Time,
the Plan of Arrangement will have all of the effects provided by Applicable Law, including the BCBCA.

 

2.6U.S.
 Securities Law Matters.

 

(a)The
 Parties agree that the Arrangement will be carried out with the intention that the issuance
 of BEP Inc. Class A Shares pursuant to the Arrangement will be issued in reliance on
 the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder.
 In order to ensure the availability of the exemption under Section 3(a)(10) of
 the U.S. Securities Act and to facilitate compliance with the U.S. Securities Act and other
 United States securities laws, the Parties agree that the Arrangement shall be carried out
 on the following basis:

 

(i)the
 Arrangement shall be subject to the approval of the Court and pursuant to Section 2.3(b),
 prior to the issuance of the Interim Order, the Court shall be advised as to the intention
 of BEP Inc. to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities
 Act with respect to the issuance of BEP Inc. Class A Shares pursuant to the Arrangement,
 based on the Court’s approval of the Arrangement;

 

(ii)the
 Court shall hold a hearing before approving the fairness of the terms and conditions of the
 Arrangement and issuing the Final Order;

 

(iii)the
 Court shall be required to satisfy itself as to the substantive and procedural fairness of
 each of the Arrangement and the issuance of BEP Inc. Class A Shares pursuant to the
 Arrangement;

 

(iv)each
 Party shall ensure that each Person entitled to receive BEP Inc. Class A Shares pursuant
 to the Arrangement shall be given adequate and appropriate notice advising them of their
 right to attend the hearing of the Court for the Final Order to give approval to the Arrangement
 and providing them with sufficient information necessary for them to exercise that right;

 

   9 

  

 

  

(v)the
 Interim Order shall specify that each Person entitled to receive BEP Inc. Class A Shares
 pursuant to the Arrangement shall have the right to appear before the Court at the hearing
 of the Court to give approval of the Arrangement so long as they enter an appearance within
 a reasonable time;

 

(vi)the
 Final Order approving the terms and conditions of the Arrangement that is obtained from the
 Court will expressly state that the Arrangement is approved by the Court as fair and reasonable
 to all securityholders entitled to receive BEP Inc. Class A Shares pursuant to the Arrangement;

 

(vii)the
 Final Order shall include a statement to substantially the following effect:

 

“This
Order shall serve as the basis for reliance on the exemption provided by Section 3(a)(10) of the United States Securities Act
of 1933, as amended (the “Act”), from the registration requirements otherwise imposed by that Act, regarding the distribution
of BEP Inc. Class A Shares pursuant to the Plan of Arrangement.”; and

 

(viii)each
 Person to whom BEP Inc. Class A Shares will be issued pursuant to the Arrangement shall
 be advised that BEP Inc. Class A Shares issued pursuant to the Arrangement have not
 and will not be registered under the U.S. Securities Act and shall be issued by BEP Inc.
 in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities
 Act and, in the case of affiliates of affiliates of BEP Inc., BEP or BEPC, as the case may
 be, shall be subject to certain restrictions on resale under the United States securities
 laws, including Rule 144 under the U.S. Securities Act.

 

(b)The
 Parties intend that BEP Inc. will succeed BEP and, if the termination event described in
 Section 6.3(a) has not occurred, BEPC under Rule 12g-3 of the United States
 Securities Exchange Act of 1934, as amended, in connection with the Arrangement and the initial
 listing of BEP Inc. Class A Shares on the NYSE, and each Party shall take such reasonable
 actions as shall be required to facilitate reliance on such rule in connection with
 the Arrangement and such listing.

 

   10 

  

 

 

Article 3
REPRESENTATIONS AND WARRANTIES

 

3.1Mutual
 Representations and Warranties.

 

Each
Party represents and warrants to each of the other Parties as follows and acknowledges that the other Parties are relying on such representations
and warranties in connection with entering into this Agreement and consummating the Arrangement:

 

(a)it
 is duly incorporated, amalgamated, continued or formed, as applicable, and is validly existing
 under the laws of its governing jurisdiction and has the corporate or other power and authority
 to enter into this Agreement (acting through its general partner, as applicable) and, subject
 to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder;

  

(b)except
 as disclosed in the Circular or in writing to the other Parties, the execution and delivery
 of this Agreement by it (acting through its general partner, as applicable) and the completion
 by it of the transactions contemplated herein do not and will not:

 

(i)result
 in the breach of, or violate any term or provision of its constating documents;

 

(ii)conflict
 with, result in the breach of, constitute a default under, or accelerate or permit the acceleration
 of the performance required by, any agreement, instrument, license, permit or authority to
 which it is a party or by which it is bound, or to which any assets of such Party are subject,
 or result in the creation of any Encumbrance upon any of its assets under any such agreement
 or instrument, or give to others any interest or right, including rights of purchase, termination,
 cancellation or acceleration, under any such agreement, instrument, license, permit or authority,
 which in any case would have a material adverse effect on it; or

 

(iii)violate
 any provisions of any Applicable Law or any judicial or administrative award, judgement,
 order or decree applicable and known to it, the violation of which would have a material
 adverse effect on it;

 

(c)no
 dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced
 or is pending or, to such Party’s knowledge, is proposed in respect of it, except as
 may be contemplated by the Plan of Arrangement; and

 

(d)the
 execution and delivery of this Agreement and the completion of the transaction contemplated
 herein have been duly approved by its board of directors or the board of directors of its
 general partner (as applicable) and this Agreement constitutes a valid and binding obligation
 of such Party enforceable against it in accordance with its terms, subject to bankruptcy,
 insolvency and other laws affecting the enforcement of creditors’ rights generally
 and to general principles of equity and limitations upon the enforcement of indemnification
 for fines or penalties imposed by law.

 

   11 

  

 

 

3.2Representations
 and Warranties of BEP Inc.

 

BEP
Inc. represents and warrants to each of the other Parties as follows and acknowledges that the other Parties are relying on such representations
and warranties in connection with entering into this Agreement and consummating the Arrangement:

 

(a)as
 of the Effective Time, the authorized capital of BEP Inc. will consist of (i) an unlimited
 number of BEP Inc. Class A Shares; (ii) an unlimited number of BEP Inc. Class B
 Shares; (iii) an unlimited number of BEP Inc. Class I Shares and (iv) an unlimited
 number of class A preferred shares, issuable in series;

  

(b)as
 of the date of this Agreement, twenty (20) common shares (to be reclassified as BEP Inc.
 Class B Shares prior to the Effective Time) are issued and outstanding and owned by
 Brookfield Renewable Power Inc.;

 

(c)BEP
 Inc. has full power and authority to issue BEP Inc. Class A Shares, BEP Inc. Class B
 Shares and BEP Inc. Class I Shares pursuant to the Arrangement and such shares, when
 issued, will be duly authorized and validly issued as fully paid and non-assessable shares
 in the capital of BEP Inc., free and clear of any Encumbrances, other than under applicable
 securities laws; and

 

(d)it
 has no assets (other than the subscription price for twenty (20) issued and outstanding common
 shares), no liabilities and it has carried on no business other than relating to, and contemplated
 by, this Agreement and the Plan of Arrangement.

 

3.3Survival.

 

The
representations and warranties of each Party contained in this Agreement will not survive the completion of the Arrangement and will
expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its
terms.

 

Article 4
COVENANTS

 

4.1General
 Covenants.

 

Subject
to the terms of this Agreement, each Party will:

 

(a)use
 its commercially reasonable efforts and do all things reasonably required of it to cause
 the Plan of Arrangement to become effective on the Effective Date;

 

(b)prior
 to and following the Effective Date, do and perform all such acts and things, and execute
 and deliver all such agreements, assurances, notices and other documents and instruments,
 as may be reasonably required to facilitate the carrying out of the intent and purpose of
 this Agreement;

 

(c)prior
 to and following the Effective Date, cooperate with and assist each other Party in dealing
 with transitional and other matters relating to or arising from the Arrangement or this Agreement;
 and

 

(d)not,
 on or before the Effective Date, perform any act or enter into any transaction that could
 interfere or could be inconsistent with the completion of the Arrangement or any transaction
 contemplated by this Agreement.

 

   12 

  

 

 

Article 5
CONDITIONS

  

5.1Mutual
 Conditions Precedent.

 

The
obligation of each Party to complete the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the
Effective Time, of each of the following conditions precedent, each of which may be waived, in whole or in part, by the applicable Party
without prejudice to its right to rely on any other condition in its favour:

 

(a)the
 BEP Resolutions will have been approved by the BEP Unitholders at the BEP Unitholders’
 Meeting, in accordance with the Interim Order;

 

(b)the
 BEPC Shareholders’ Meeting will have been held, in accordance with the Interim Order;

 

(c)the
 Interim Order and the Final Order will have each been obtained on terms consistent with this
 Agreement and shall not have been set aside or modified in a manner unacceptable to the Parties;

 

(d)all
 governmental, court, regulatory, third party and other approvals, consents, expiry of waiting
 periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications
 to, and terminations of, agreements, indentures and arrangements considered by the Parties
 to be necessary or desirable for the completion of the transactions provided for in this
 Agreement or the Plan of Arrangement will have been obtained or received on terms that are
 satisfactory to the Parties, acting reasonably;

 

(e)no
 law, regulation or policy will have been proposed, enacted, issued, promulgated, enforced
 or applied that interferes with or is inconsistent with the completion of the Arrangement
 or the effective application to the Arrangement, including any material change to the income
 tax laws of Canada or the United States, or any province, state or territory thereof;

 

(f)there
 will not be in force any order or decree restraining or enjoining the completion of the transactions
 contemplated by this Agreement;

 

(g)BEP
 Inc. Class A Shares will have been conditionally approved to be listed and posted for
 trading on the NYSE and the TSX, subject to standard listing conditions imposed by the NYSE
 and the TSX in similar circumstances;

 

(h)BEP
 Unitholders and, if applicable, BEPC Shareholders representing no more than 5% of the outstanding
 BEP Units and BEPC Shares, respectively, in the aggregate shall have exercised Dissent Rights
 with respect to the Arrangement; and

 

(i)this
 Agreement will not have been terminated pursuant to the provisions of Article 6.

 

   13 

  

 

 

The
conditions contained in this Section 5.1 may be waived, in whole or in part, by any Party at any time. Such conditions will not
give rise to or create any duty on the part of any other Party or its board of directors or board of the general partner, as applicable,
to waive or not to waive such conditions and will not in any way limit such Party’s right to terminate this Agreement as set forth
in Section 6.3 or alter the consequences of any such termination from those specified in Section 6.4. Any determination made
by any Party prior to the Arrangement concerning the satisfaction and waiver of any or all of the conditions set forth in this Section 5.1
will be final and conclusive.

 

5.2Conditions
 Precedent to Obligations of Each Party.

 

The
obligation of each Party to complete the transactions contemplated by this Agreement is further subject to the conditions (which may
be waived, in whole or in part, by such Party without prejudice to its right to rely on any other condition in its favour) that (i) the
covenants of each other Party to be performed on or before the Effective Date pursuant to the terms of this Agreement will have been
duly performed in all material respects; and (ii) except as set forth in this Agreement, the representations and warranties of each
other Party will be true and correct in all material respects as at the Effective Date as though made at the Effective Time, with the
same effect as if such representations and warranties had been made at, and as of, such time.

 

5.3Merger
 of Conditions.

 

The
conditions set out in Section 5.1 and Section 5.2 will be conclusively deemed to have been satisfied or waived, as applicable,
on the Effective Date.

 

Article 6
AMENDMENT AND TERMINATION

 

6.1Amendment.

 

Subject
to the provisions of the Interim Order, the Final Order, the Plan of Arrangement and Applicable Law, this Agreement may, at any time
and from time to time before or after the holding of the Meetings but not later than the Effective Time, be amended, modified or supplemented
by written agreement of the Parties, without further notice to or authorization on the part of the BEP Unitholders, the BEPC Shareholders
or the BEPC Class B Shareholder. The Plan of Arrangement may be amended in accordance with Section 6.1 thereof.

 

6.2Term

 

This
Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance
with its terms.

 

6.3Termination.

 

(a)This
 Agreement shall automatically terminate as it relates to BEPC only, and BEPC shall have no
 further rights or obligations hereunder, in the event that the BEPC Resolution is not approved
 by the BEPC Shareholders at the BEPC Shareholders’ Meeting, in accordance with the
 Interim Order. From and after the time of such termination event having occurred, this Agreement
 shall continue to apply mutatis mutandis to, and be binding upon, BEP Inc. and BEP
 in accordance with Section 6.2 and shall be interpreted to exclude all references to
 BEPC, BEPC Shares and BEPC Shareholders. For greater certainty, upon the occurrence of such
 termination event, BEPC will not apply for the Final Order and will not implement the Plan
 of Arrangement.

 

   14 

  

 

 

(b)At
 any time prior to the Effective Time (i) if the termination event described in Section 6.3(a) has
 not occurred, this Agreement may be terminated by mutual written agreement of BEP and BEPC,
 and (ii) if the termination event described in Section 6.3(a) has occurred,
 this Agreement may be terminated by BEP in its sole discretion.

 

6.4Effect
 of Termination.

 

Upon
the termination of this Agreement pursuant to Section 6.3 hereof, no Party will have any liability or further obligation to the
other Parties or any other Person.

 

6.5Limitations
 of Covenants.

 

None
of the covenants of BEP or BEPC contained herein shall prevent the BEP Board or the BEPC Board, as the case may be, from:

 

(a)acting
 in accordance with its fiduciary duties;

 

(b)responding
 as required by Applicable Law to any unsolicited submission or proposal regarding any acquisition
 or disposition of its assets or assets of any of its respective Subsidiaries, or any unsolicited
 proposal to amalgamate, merge or effect an arrangement or any unsolicited acquisition proposal
 generally involving BEP, BEPC or any of their Subsidiaries; or

 

(c)making
 any disclosure to any BEP Unitholders or BEPC Shareholders, which, in the judgement of the
 BEP Board or the BEPC Board, respectively, is required under Applicable Law.

 

Article 7
GENERAL

 

7.1Expenses.

 

Except
as otherwise agreed, BEPC and BEP shall each pay 50% of all Transaction Costs. If the termination event described in Section 6.3(a) occurs,
all Transaction Costs incurred after the date of the BEPC Shareholders’ Meeting will be paid by BEP.

 

   15 

  

 

 

7.2Notices.

  

Any
demand, notice or other communication to be given in connection with this Agreement must be given in writing and delivered personally
or by courier or by facsimile addressed to the recipient as follows:

 

(a)To
 BEP Inc.:

 

Brookfield
Renewable Partners Inc.

1055 West
Georgia Street

1500 Royal
Centre, P.O. Box 11117

Vancouver,
British Columbia

V6E 4N7

 

(b)To
 BEP:

 

Brookfield
Renewable Partners L.P.

73 Front
Street, 5th Floor

Hamilton,
HM 12, Bermuda

 

(c)To
 BEPC:

 

Brookfield
Renewable Corporation

1055 West
Georgia Street

1500 Royal
Centre, P.O. Box 11117

Vancouver,
British Columbia

V6E 4N7

 

or other such address
that any of the foregoing Persons may, from time to time, advise the Parties by notice in writing given in accordance with the foregoing.
Date of receipt of any such notice will be deemed to be the date of actual delivery thereof or, if given by electronic image, on the
day of receipt thereof if given during the normal business hours of the recipient with written confirmation of receipt by email and verbal
confirmation of same and on the next Business Day, if not given during such hours.

 

7.3Time
 of the Essence.

 

Time
is of the essence of this Agreement.

 

7.4Assignment.

 

No
Party may assign its rights under this Agreement or the Plan of Arrangement without the prior written consent of the other Parties, provided
that no such consent will be required for any Party to assign its rights under this Agreement and the Plan of Arrangement to a corporate
successor to such Party (whether by way of amalgamation or winding-up) or to a purchaser of all or substantially all of the assets of
such Party.

 

   16 

  

 

 

7.5Binding
 Effect.

  

This
Agreement will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

 

7.6Waiver.

 

Any
waiver or release of any of the provisions of this Agreement, to be effective, must be in writing executed by the Party granting the
same.

 

7.7Entire
 Agreement.

 

This
Agreement, together with the agreements and other documents herein or therein referred to, constitutes the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, between the Parties with respect thereto.

 

7.8Governing
 Law; Attornment.

 

This
Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable
therein. Each Party agrees that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts
of British Columbia, waives any objection which it may have now or later to the venue of that action or proceeding, irrevocably submits
to the non-exclusive jurisdiction of those courts in that action or proceeding and agrees to be bound by any judgment of those courts.

 

7.9Limitation
 on Liability.

 

No
Representative of a Party shall have any personal liability whatsoever on behalf of such Party (or any of its Subsidiaries) to any other
Party under this Agreement, the Arrangement or any other transactions entered into, or documents delivered, in connection with any of
the foregoing. In no event will one Party be liable to any other Party for any special, consequential, indirect, collateral, incidental
or punitive damages or lost profits or failure to realize expected savings or other commercial or economic loss of any kind, however
caused and on any theory of liability, arising in any way out of this Agreement, whether or not such Person has been advised of the possibility
of such damages.

 

7.10Severability.

 

If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Applicable Law or
public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any
Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in any acceptable
manner to the end that the transactions contemplated by this Agreement are fulfilled to the fullest extent possible.

 

   17 

  

 

 

7.11Counterparts;
 Facsimiles.

  

This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which taken together
will be deemed to constitute the same instrument. Delivery of an executed signature page to this Agreement by any Party by electronic
transmission will be as effective as delivery of a manually executed copy of the Agreement by such Party.

 

[Remainder of
page intentionally left blank]

 

   18 

  

 

 

IN
WITNESS WHEREOF the Parties have executed this Agreement.

  

 
  
 BROOKFIELD RENEWABLE
 PARTNERS INC.

 
  
  

 
  
  

 
  
 By:
 /s/
 Jennifer Mazin

 
  
  
 Name:
 Jennifer Mazin

 
  
  
 Title:
 Co-President, General Counsel
 and Corporate Secretary

 
 

 

 
  
 BROOKFIELD RENEWABLE
 PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED

 
  
  

 
  
  

 
  
 By:
 /s/
 Jane Sheere

 
  
  
 Name:
 Jane Sheere

 
  
  
 Title:
 Corporate Secretary

 
 

 

 
  
 BROOKFIELD RENEWABLE
 CORPORATION

 
  
  

 
  
  

 
  
 By:
 /s/
 Jennifer Mazin

 
  
  
 Name:
 Jennifer Mazin

 
  
  
 Title:
 Co-President, General Counsel and Corporate Secretary

 
 

Arrangement
Agreement – BEP and BEPC

 

   19 

  

 

  

Schedule A
PLAN OF ARRANGEMENT

 

(Please see attached.)

 

  

  

 

 

PLAN
OF ARRANGEMENT
UNDER SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

 

Article 1
DEFINITIONS AND INTERPRETATION

 

1.1Definitions

 

Unless
indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified
in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall
have corresponding meanings):

 

“Acquired
Securities” means the BEP Units, the BRHC A.2 Shares, the BEPC Shares, the REUs, the BREPH LP Units, the BREPH GP Shares and
the GP Shares;

 

“Aggregate
Elected Notes” means the total of all Elected Notes;

 

“Arrangement”
means the arrangement under Section 288 of the BCBCA in accordance with the terms and subject to the conditions set out in this
Plan of Arrangement, subject to any amendments, modifications or supplements to this Plan of Arrangement made in accordance with the
Arrangement Agreement and Section 6.1 hereof or made at the discretion of the Court with the consent of BEP and, if applicable,
BEPC, each acting reasonably;

 

“Arrangement
Agreement” means the Arrangement Agreement dated as of July 21, 2026 among BEP Inc., BEP and BEPC, including all schedules
thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented and/or restated from time to time;

 

“Available
Notes” means the maximum number of BEP Inc. Notes that may be issued pursuant to this Plan of Arrangement, as determined pursuant
to Section 3.6;

 

“BCBCA”
means the Business Corporations Act (British Columbia);

 

“BEP”
means Brookfield Renewable Partners L.P., a Bermuda exempted limited partnership;

 

“BEP
Arrangement Resolution” means the resolution approving the transactions contemplated by this Plan of Arrangement to be considered
at the BEP Unitholders’ Meeting by BEP Unitholders, substantially in the form of Schedule B to the Arrangement Agreement;

 

“BEP
Class A Preferred Units” means the Class A Preferred Limited Partnership Units in the capital of BEP, issuable in
series;

 

 1

  

 

 

“BEP
Inc.” means Brookfield Renewable Partners Inc., a corporation existing under the laws of British Columbia;

  

“BEP
Inc. Class A Share” means a class A subordinate voting share in the capital of BEP Inc.;

 

“BEP
Inc. Class B Share” means a class B multiple voting share in the capital of BEP Inc.;

 

“BEP
Inc. Class I Shares” means the class I non-voting incentive shares in the capital of BEP Inc.;

 

“BEP
Inc. Note” means a non-interest-bearing promissory note issued by BEP Inc. having a principal amount equal to the FMV of one
BEP Inc. Class A Share and payable by the delivery of one BEP Inc. Class A Share;

 

“BEP
Inc. Restricted Stock Plan” means the restricted stock plans of BEP Inc. adopted in connection with the Arrangement;

 

“BEP
LPA” means the fourth amended and restated limited partnership agreement of BEP dated as of May 3, 2016, as amended as
at the Effective Time, including pursuant to the BEP LPA Amendment;

 

“BEP
LPA Amendment” means the amendment to the BEP LPA in the form attached as Schedule A hereto;

 

“BEP
LPA Amendment Resolution” means the resolution approving the BEP LPA Amendment to be considered at the BEP Unitholders’
Meeting by BEP Unitholders, substantially in the form of Schedule B to the Arrangement Agreement;

 

“BEP
Resolutions” means, collectively, the BEP LPA Amendment Resolution and the BEP Arrangement Resolution;

 

“BEP
Restricted Unit” means a restricted BEP Unit awarded pursuant to a BEP Restricted Unit Plan;

 

“BEP
Restricted Unit Plans” means, collectively, the Brookfield Renewable Restricted Unit Plan (Canada), effective as of Janua