Please note that BEP has applied for and received exemptive relief from the Ontario Securities Commission in order to not require further approval by the holders of class A shares of BEP Inc. (“BEP Inc. Class A Shares”) for any future distributions of BEP Inc. Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, BEP Inc. Class A Shares under a prospectus, conditional upon obtaining the required securityholder approvals described in the joint management information circular. Accordingly, (i) in respect of BEP, a vote in favor of the Simplification by BEP unitholders will constitute voting in favor of BEP Inc.’s ability to conduct future issuances of BEP Inc. Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, BEP Inc. Class A Shares pursuant to a prospectus, and (ii) in respect of BEPC, a vote in favor of the Simplification by BEPC shareholders will, in the event that the Simplification is approved by BEPC shareholders, constitute voting in favor of BEP Inc.’s ability to conduct future issuances of BEP Inc. Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, BEP Inc. Class A Shares pursuant to a prospectus, in each case, without requiring further approval by holders of BEP Inc. Class A Shares in accordance with National Instrument 41-101 – General Prospectus Requirements.







