Paris, Jan. 02, 2025 (GLOBE NEWSWIRE) --


THIS DOCUMENT IS AN UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION OF THE FRENCH LANGUAGE PRESS RELEASE WHICH WAS PUBLISHED BY THE OFFEROR ON 2 JANUARY 2025. IN THE EVENT OF ANY DIFFERENCES BETWEEN THIS UNOFFICIAL ENGLISH LANGUAGE TRANSLATION AND THE OFFICIAL FRENCH LANGUAGE PRESS RELEASE, THE OFFICIAL FRENCH LANGUAGE PRESS RELEASE SHALL PREVAIL.

PRESS RELEASE ON THE FILING OF A DRAFT OFFER DOCUMENT RELATING TO THE SIMPLIFIED TENDER OFFER

for the Neoen shares ("Shares") and bonds convertible into and/or exchangeable for new and/or existing Neoen shares ("OCEANEs")

initiated by

Brookfield Renewable Holdings SAS

presented by

TERMS OF THE OFFER:

EUR 39.85 per share of Neoen
EUR 48.14 per 2020 OCEANE of Neoen
EUR 101,382.00 per 2022 OCEANE of Neoen

DURATION OF THE OFFER:

21 Trading Days
The timetable for the simplified tender offer referred to herein (the "

Offer

") will be set by the French stock market authority (

Autorité des marchés financiers

) (the "

AMF

") in accordance with the provisions of its general regulation (the "

AMF General Regulation

")

This press release (the "

Press Release

") was prepared by Brookfield Renewable Holdings and published pursuant to Article 231-16 of the AMF General Regulation.

The Offer and the draft offer document remain subject to review by the AMF.

IMPORTANT NOTICE

The Press Release must be read together with all other documents published in connection with the Offer. In particular, in accordance with Article 231-28 of the AMF General Regulation, a description of the legal, financial and accounting characteristics of Brookfield Renewable Holdings will be filed with the AMF and made available to the public no later than the day prior to the opening of the Offer. A press release will be issued to inform the public of the manner in which this information will be made available.

The Offer is not and will not be proposed in any jurisdiction where it would not be permitted under applicable law. Acceptance of the Offer by persons residing in countries other than France and the United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for compliance with such laws and it is therefore their responsibility, before accepting the Offer, to determine whether such laws exist and are applicable, based on the advice they obtain from their own advisers.

For more information, see Section 2.14 (

Offer restrictions outside of France

) below.

In the event that the number of shares not tendered to the Offer by the minority shareholders of Neoen, excluding treasury shares held by the Company and the shares covered (or that will be covered) by the Liquidity Agreements (as defined in this Press Release) does not represent more than 10% of the share capital and voting rights of Neoen following the Offer, Brookfield Renewable Holdings intends to implement, at the latest within three (3) months following the closing of the Offer, in accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation, a squeeze-out procedure in order to transfer the Neoen shares not tendered to the Offer (excluding treasury shares held by the Company and the shares covered (or that will be covered) by the Liquidity Agreements) in exchange for compensation equal to the Offer Price per Share (i.e. EUR 39.85 per Share).

In addition, in the event that the number of shares not tendered to the Offer by the minority shareholders of Neoen (excluding treasury shares held by the Company and the shares covered (or that will be covered) by the Liquidity Agreements) and the number of shares that may be issued upon conversion of the OCEANEs not tendered in the Offer do not represent more than 10% of the sum of existing Neoen shares and Neoen shares that may be issued upon conversion of the OCEANEs following the Offer, Brookfield Renewable Holdings also intends to implement, at the latest within three (3) months following the closing of the Offer, in accordance with Articles L. 433-4 III of the French Monetary and Financial Code and 237 1 et seq. of the AMF General Regulation, a squeeze-out procedure in order to transfer the OCEANEs not tendered to the Offer in exchange for compensation equal to the Offer Price per OCEANE (i.e. EUR 48.14 per 2020 OCEANE and EUR 101,382.00 per 2022 OCEANE).

The draft offer document prepared by Brookfield Renewable Holdings (the "

Draft Offer Document

") is available on the website of Brookfield Renewable Holdings (neoen-offer-brookfield.com) and of the AMF (



) and may be obtained free of charge from:

1. 
   
2. 
   
   OVERVIEW OF THE OFFER
   
   
   

Pursuant to Title III of Book II and more specifically Articles 233-1, 2° and 234-2 et seq. of the AMF General Regulation, Brookfield Renewable Holdings SAS, a French

société par actions simplifiée

with a share capital of 1,000 euros, having its registered office at 39 rue de Courcelles, 75008 Paris, France registered with the Paris Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 928 680 024 ("

Brookfield Renewable Holdings

" or the "

Offeror

") irrevocably offers to all shareholders of Neoen S.A., a public limited company (

société anonyme

) with a board of directors and a share capital of 305,697,548 euros, having its registered office at 22 rue Bayard, 75008 Paris, registered with the Paris Trade and Companies Registry under number 508 320 017 ("

Neoen

" or the "

Company

", and together with its directly- or indirectly-owned subsidiaries, the "

Group

"), and to all holders of Neoen bonds convertible into new ordinary shares and/or exchangeable for existing ordinary shares of the Company issued by the Company on 2 June 2020 (the "

2020 OCEANEs

") and of Neoen bonds convertible into new ordinary shares and/or exchangeable for existing ordinary shares of the Company issued by the Company on 14 September 2022 (the "

2022 OCEANEs

" and, together with the 2020 OCEANEs, the "

OCEANEs

"), to acquire, in cash:

• 
  all of the shares of the Company which are traded on the compartment A of the Euronext Paris regulated market under ISIN Code FR0011675362, ticker symbol "NEOEN" (the "
  
  Shares
  
  "),
  
• 
  all of the 2020 OCEANEs of the Company which are traded on the multilateral trading facility Euronext Access ("
  
  Euronext Access
  
  ") under ISIN Code FR0013515707, and
  
• 
  all the 2022 OCEANEs of the Company which are traded on Euronext Access under ISIN Code FR001400CMS2,
  

that the Offeror does not hold (subject to the exceptions set out below), directly or indirectly, on the date of the Draft Offer Document, at the price of:

• 
  EUR 39.85 per Share (the "
  
  Offer Price per Share
  
  "),
  
• 
  EUR 48.14 per 2020 OCEANE (the "
  
  Offer Price per 2020 OCEANE
  
  "), and
  
• 
  EUR 101,382.00 per 2022 OCEANE (the "
  
  Offer Price per 2022 OCEANE
  
  "),
  

as part of a simplified mandatory tender offer, the terms and conditions of which are described hereafter (the "

Offer

") and which may be followed, if all conditions are met, by a squeeze-out procedure for the Shares and/or OCEANEs pursuant to the provisions of Articles 237-1 to 237-10 of the AMF General Regulation (the "

Squeeze-Out

").

The Offer results from the completion of the Block Trade Acquisition (which is described in Section 1.1.2).

As of the date of the Draft Offer Document0F

1

, Brookfield Renewable Holdings holds:

• 
  directly 81,197,100 Shares (i.e. 53.12% of the share capital and 53.19% of the voting rights of the Company),
  
• 
  by way of assimilation pursuant to Article L. 233-9 of the French Commercial Code:
  
  • 
    the (i) 545,672 Unavailable Holding Shares (as defined below) (i.e. 0.36% of the share capital and theoretical voting rights of the Company) with respect to which Brookfield Renewable Holdings benefits from a Call Option (as defined below) at the Offer Price per Share for each Unavailable Holding Share exercisable as from 16 April 2025, pursuant to the Liquidity Agreement entered into by Mr. Xavier Barbaro (which is described in Section 1.3.3), (ii) 39,943 Managers Unavailable Shares (as defined in Section 2.4 and also covered by the Liquidity Agreement entered into by Mr. Xavier Barbaro) held by Mr. Xavier Barbaro, (iii) 1,600 PEE Shares (as defined below) held by Mr. Xavier Barbaro, and (iv) 180,8321F
    
    2
    
    2024 Free Shares (as defined below and also covered by the Liquidity Agreement entered into by Mr. Xavier Barbaro) held by Mr. Xavier Barbaro,
    
  • 
    the (i) 442,895 Shares, (ii) 9,445 Managers Unavailable Shares (as defined in Section 2.4 and covered by the Liquidity Agreement entered into by Mr. Romain Desrousseaux), and (iii) 120,555 2024 Free Shares2F
    
    3
    
    (as defined below and also covered by the Liquidity Agreement entered into by Mr. Romain Desrousseaux) held by Mr. Romain Desrousseaux, and
    
  • 
    14,330 Shares (i.e. 0.009% of the share capital and theoretical voting rights of the Company) through the intermediary of Aranda Investments Pte. Ltd., a Singapore private company limited by shares, having its registered office at 60B, Orchard Road, #06-18, The Atrium @Orchard, Singapore 238891 and whose Unique Entity Number is 200312481K ("
    
    Aranda Investments
    
    "), an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited, a Singapore Exempt Private Limited company, having its registered office at 60B, Orchard Road, #06-18, The Atrium @Orchard, Singapore 238891 and whose Unique Entity Number is 197401143C ("
    
    Temasek
    
    ").
    
  
  

In total, the Offeror holds, directly and indirectly, alone and in concert, and by assimilation, 82,250,985 Shares (i.e. 53.81% of the share capital and theoretical voting rights of the Company)3F

4

.

The Offeror does not hold, directly and indirectly, alone and in concert, or by assimilation, any OCEANEs.

To the extent that, because of the Block Trade Acquisition, the Offeror has crossed the threshold of 30% of the Company's share capital and voting rights, the Offer is mandatory pursuant to the provisions of Article L. 433-3, I of the French Monetary and Financial Code and Article 234-2 of the AMF General Regulation.

In accordance with the provisions of article 231-6 of the AMF General Regulation, the Offer targets:

(i) all Shares, whether outstanding or to be issued, that are not held directly by the Offeror, i.e., the Shares:

• 
  which are already issued other than the Excluded Shares (as defined below), i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum of 70,713,338 Shares,
  
• 
  which may be issued before the closing of the Offer (as per the indicative timetable provided in Section 2.10), other than the Excluded Shares (as defined below), as a result of the vesting of Free Shares granted by the Company under the Free Shares Plans (as defined in Section 2.4), i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum of 161,9714F
  
  5
  
  Shares corresponding to all 2022 Free Shares,
  
• 
  which may be issued before the closing of the Offer (as per the indicative timetable provided in Section 2.10) in connection with the conversion of the 2020 OCEANEs, i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum number of 4,445,020 new Shares5F
  
  6
  
  ,
  
• 
  which may be issued before the closing of the Offer (as per the indicative timetable provided in Section 2.10) in connection with the conversion of the 2022 OCEANEs, i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum number of 7,519,824 new Shares6F
  
  7
  
  ,
  

i.e., to the knowledge of the Offeror at the date of the Draft Offer Document, a maximum number of Shares targeted by the Offer equal to 82,840,153; and

(ii) all outstanding OCEANEs that are not held by the Offeror, i.e. to the knowledge of the Offeror at the date of the Draft Offer Document, 3,679,653 2020 OCEANEs and 3,000 2022 OCEANEs.

Among the Shares covered by the Offer, the 283,5817F

8

Unavailable PEE Shares (as defined below) cannot be tendered into the Offer (except in the case of an early release in accordance with applicable laws and regulation). However, Unavailable PEE Shares will be targeted by the Squeeze-Out, if applicable.

It is specified that the Offer does not target:

• 
  the Shares held in treasury by the Company, the board of directors of the Company having decided not to tender them to the Offer, i.e., to the knowledge of the Offeror and as the date of the Draft Offer Document, 188,338 Shares (representing 0.12% of the share capital and theoretical voting rights of the Company)8F
  
  9
  
  ,
  
• 
  the Unavailable Free Shares (as defined below), i.e. to the knowledge of the Offeror and as of the date hereof, a maximum of 932,7619F
  
  10
  
  Free Shares (these Shares being legally and technically unavailable and not being able to be tendered in the Offer). The situation of the beneficiaries of Free Shares in the context of the Offer is described in Sections 1.3.3 and 2.4. The Unavailable Free Shares (as defined below) will be covered under the Liquidity Agreements (as defined in Section 1.3.3),
  
• 
  the Managers Unavailable Shares (as defined below), i.e. to the knowledge of the Offeror and as of the date hereof, a maximum of 49,388 Free Shares (these Shares being legally and technically unavailable and not being able to be tendered in the Offer). The situation of the beneficiaries of Managers Unavailable Shares in the context of the Offer is described in Sections 1.3.3 and 2.4. The Managers Unavailable Shares (as defined in Section 2.4) are covered under the Liquidity Agreements entered into by, respectively, Mr. Xavier Barbaro and Mr. Romain Desrousseaux (as defined in Section 1.3.3),
  
• 
  the Shares held by (i) Cartusia10F
  
  11
  
  subject to a holding period (i.e. to the knowledge of the Offeror at the date of the Draft Offer Document 403,928 Shares), and (ii) Equinox11F
  
  12
  
  , Kampen12F
  
  13
  
  , Hilaris13F
  
  14
  
  and Palancia14F
  
  15
  
  , such entities being family-owned entities indirectly represented by Mr. Xavier Barbaro, subject to a holding period (i.e. 141,744 Shares), collectively the "
  
  Unavailable Holding Shares
  
  ". The Unavailable Holding Shares are covered under the Liquidity Agreement entered into by Mr. Xavier Barbaro (as defined in Section 1.3.3) and are subject to a Call Option exercisable by Brookfield Renewable Holdings at the Offer Price per Share as from 16 April 2025, and
  
• 
  154,938 Shares held, directly or indirectly, by Mr. Romain Desrousseaux that could be the subject, in whole or in part, of a contribution in kind in the event of the exercise of his reinvestment option, as described in Section 1.3.2 (the "
  
  RD Shares That May Be Tendered
  
  ")15F
  
  16
  
  ,
  

(together, the "

Excluded Shares

").

As a result of the indicative timetable of the Offer provided in Section 2.10, the 105,416 2023 Accelerated Free Shares (as defined below) being vested on 28 February 2025, they cannot be tendered into the Offer16F

17

. Such 2023 Accelerated Free Shares will however be covered by the Squeeze-Out, if applicable.

To the knowledge of the Offeror, there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the existing Shares and the OCEANEs described in Section 2.3 and the Free Shares described in Section 2.4.

The Offer, which will be followed, if conditions are met, by a Squeeze-Out procedure pursuant to Articles L. 433-4 II and L. 433-4 III of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation, will be conducted following the simplified procedure in accordance with the provisions of Article 233-1 et seq. of the AMF General Regulation.

The duration of the Offer will be 21 Trading Days17F

18

.

In accordance with the provisions of Article 231-13 of the AMF General Regulation, BNP Paribas and Société Générale (together, the "

Presenting Banks

"), as presenting banks of the Offer, filed the Offer and the Draft Offer Document with the AMF on behalf of the Offeror, it being specified that only Société Générale guarantees the content and the irrevocable nature of the commitments made by the Offeror in connection with the Offer.

1.1 Background of the Offer

1.1.1 Presentation of the Offeror

(a) Presentation

Brookfield Renewable Holdings is a special purpose vehicle whose share capital is directly fully owned by BRHL UK Holdings Limited18F

19

, itself indirectly fully owned by BRHL Master UK Holdings Limited19F

20

("

Holdco

").

Brookfield Renewable Holdings is ultimately indirectly controlled by Brookfield Asset Management20F

21

, Brookfield Corporation21F

22

and their respective affiliates ("

Brookfield

").

Brookfield is pursuing the transaction through Brookfield Global Transition Fund II ("

BGTF II

"), which is Brookfield's flagship vehicle for investing in and facilitating the global transition to a net-zero economy and which has Brookfield Renewable Partners22F

23

as cornerstone investor.

BGTF II is the successor of the inaugural Brookfield Global Transition Fund, the world's largest private institutional investment fund dedicated specifically to investing in the transition to clean energy technologies globally.

Brookfield Renewable Partners is an affiliate of Brookfield and Brookfield's flagship listed renewable power and sustainable solutions company. Brookfield Renewable Partners operates one of the world's largest publicly traded renewable power and transition platforms, with a 35 GW operating asset portfolio and an approximately 200 GW development pipeline consisting of hydroelectric, wind, utility-scale solar, distributed generation and storage facilities in North America, South America, Europe and Asia.

Brookfield Renewable Partners is a longstanding owner, operator, developer and acquirer of renewable power and is increasingly focused on providing decarbonisation and energy transition as a service, helping businesses and governments globally to advance their sustainability goals. Brookfield Renewable Partners is listed on the New York Stock Exchange under the symbol BEP and the Toronto Stock Exchange under the symbol BEP.

It is specified that Temasek holds a minority interest in Holdco via its indirect wholly owned subsidiary Rosa Investments Pte. Ltd., a Singapore private limited company, having its registered office at 60B, Orchard Road, #06-18, The Atrium @Orchard, Singapore 238891 and whose Unique Entity Number is 202340014H ("

Rosa Investments

"), which is a shareholder of Holdco (as further described below). Incorporated in 1974, Temasek is an investment company headquartered in Singapore. Supported by 13 offices across 9 countries, Temasek owns a S$389 billion portfolio as at 31 March 2024, mainly in Singapore and the rest of Asia.

Brookfield, Temasek, Mr. Xavier Barbaro (and Cartusia) and Mr. Romain Desrousseaux are acting in concert through Brookfield Renewable Holdings towards the Company in accordance with article L. 233-10 of the French Commercial Code.

(b) Shareholders Agreement

BRHL Aggregator LP23F

24

(the "

Brookfield Aggregator Shareholder

", together with its affiliates who are shareholders, the "

Brookfield Shareholder Group

") and Rosa Investments have agreed to enter into a shareholders agreement (the "

Shareholders Agreement

") in relation to Holdco, the main terms and conditions of which are summarized below. Holdco indirectly owns 100% of the share capital and voting rights of Brookfield Renewable Holdings (subject to the reinvestment of the Managers as described in Section 1.3.2).

(iii) Governance of Holdco

Holdco is a private limited company incorporated under the laws of England. The board of directors of Holdco ("

Holdco Board

") oversees the management of Holdco and its subsidiaries and has full and complete authority, power and discretion to manage and control the business affairs and properties of Holdco.

Each shareholder is entitled to appoint one member to the Holdco Board for each 10% interest in Holdco held by the shareholder.

Other than certain material actions that are classified as "Reserved Matters" (requiring the prior written approval of shareholders holding at least 75% of the shares of Holdco (or directors appointed by such shareholders)) and "Fundamental Matters" (requiring the prior written approval of shareholders holding at least 90% of the shares of Holdco (or directors appointed by such shareholders)) in the Shareholders Agreement, all matters will be decided by a simple majority vote of the Holdco Board or the shareholders, as applicable.

(iv) Transfer of Holdco securities

The Shareholders Agreement establishes the following principles with respect to the transfer of Holdco securities, subject in each case, to certain exceptions and preconditions:

• 
  
  Lock-up period
  
  : except for authorized transfers to affiliates, the Holdco securities are subject to a three (3) year lock-up period as from the settlement date of the last acquisition of Neoen securities by Brookfield Renewable Holdings in the context of (i) the Offer or (ii) the Squeeze-Out (as applicable), during which they cannot be transferred by any shareholder;
  
• 
  
  Right of first offer
  
  : following the lock-up period, any transfer of any Holdco securities by a shareholder is subject to a right of first offer in favor of the other shareholders;
  
• 
  
  Tag-along rights
  
  : if the Brookfield Shareholder Group proposes to transfer any of its Holdco securities and, as a result of this transaction, the Brookfield Shareholder Group (i) ceases to control Holdco, then the other shareholders have a full tag along right, or (ii) continues to control Holdco, then the other shareholders have a proportionate tag along right.
  

(v) Exit clause

Subject to certain conditions (including in terms of timing and a minimum shareholding in Holco), a shareholder can require that Holdco initiates an exit process.

1.1.2 Reasons for the Offer

Neoen was founded in 2008 and inaugurated its first solar power plant in France in 2009. Since then, Neoen has established itself as a renowned independent player in the global renewable energy sector with 10.36 GW of secured capacity and 20.3 GW of advanced pipeline. Neoen has a presence in 15 countries, including strong positions in France and Australia.

On 17 October 2018, Neoen's shares were admitted to trading on the regulated market of Euronext Paris. After having successfully grown its development business and portfolio of renewables projects over the preceding 10 years, Neoen's listing allowed the Group to pursue its successful growth and supported the capital-intensive nature of a scaling renewables development business.

At the end of 2023, Neoen was present in 15 countries and had approximately 8 GW of assets in operation or under construction across solar, wind and storage technologies.

Brookfield closely followed the development of Neoen. After a period of negotiation and due diligence, the Offeror made an offer to the main Company's shareholders (including Impala24F

25

), following which the envisaged majority stake acquisition by Brookfield was announced on 30 May 2024 as further indicated below.

The Offeror regards Neoen as a high-quality global developer and operator, and believes that the Group would represent a complementary addition to Brookfield's existing renewable power and transition portfolio. The Offeror believes it is uniquely positioned to assist the Company in the next stage of its growth, from a commercial and financial perspective.

Neoen's growth is based on a strategy of geographic and technological diversification of its project portfolio, allowing it to create leading development capabilities across multiple core clean energy technologies. This has led to the Company strategically building global leadership positions in key markets while maintaining a balanced portfolio of contracted energy assets with complementary revenue profile characteristics.

As France's leading independent producer of exclusively renewable electricity, and Australia's overall leading renewable electricity producer, Neoen develops its own projects in-house, and arranges their contracting and financing as part of the project management process. After site commissioning, the Company operates, monitors and manages projects through their useful life.

Impala, controlled and managed by Mr. Jacques Veyrat, has been a cornerstone founder and investor of Neoen since 2008, supporting the Company's growth over the same period.

Since 2018, Neoen has grown from 2 GW to 8 GW of assets in operation or under construction, reaching a very significant scale of operations and development. Today, the Company has the opportunity to more than double this capacity by the end of the decade, potentially reaching between 15-20 GW of assets in operation or under construction over the same time period. To execute on this opportunity set, the Company would need to deploy substantial capital at pace. In this context, the Offeror has appeared to the Selling Shareholders (as such term is defined below) as a suitable majority shareholder, already among the world leaders in renewable energy, with the global operating capability and access to scale capital necessary to provide support for this next phase of growth of the Group.

The Offeror has stated its support for the Company's management team and ambition to continue deploying renewables projects at scale, and looks forward to partnering in growing the business to meet the increasing demand for clean power globally.

On 30 May 2024 (the "

Announcement Date

"), the Offeror entered into a put option agreement with Impala, the Fonds Stratégique de Participation ("

FSP

")25F

26

, Cartusia and Mr. Xavier Barbaro (and his family members), Céleste Management SA26F

27

("

Céleste

") and Mosca Animation Participations et Conseil27F

28

("

Mosca

", together with Impala, the FSP, Cartusia and Mr. Xavier Barbaro (and his family members) and Céleste, the "

Selling Shareholders

") to acquire approximately a 53.32% shareholding in the Company at the Offer Price per Share.

On 24 June 2024, following completion of the works council information and consultation process, and exercise of the put option by the Selling Shareholders, the Offeror, as purchaser, entered into a share purchase agreement (as amended on 19 December 2024) (the "

SPA

") with the Selling Shareholders, to acquire approximately 53.12%28F

29

of the Company at the Offer Price per Share (the "

Block Trade Acquisition

").

On the same day, the Offeror entered into an undertaking to tender with the FPCI FONDS ETI 202029F

30

(the "

BPI Tender Undertaking

") pursuant to which Bpifrance, acting on behalf of FPCI FONDS ETI 2020, undertakes to tender its 6,674,470 Shares (representing at such date 4.36% of the share capital and theoretical voting rights of the Company) into the Offer.

On 27 December 2024, following satisfaction of the condition precedents provided for under the SPA (i.e., see relevant regulatory approvals referred to in Section 1.1.6), and in accordance with the terms and conditions of the SPA, the Offeror completed the Block Trade Acquisition and acquired 81,197,100 Shares from the Selling Shareholders representing 81,197,100 theoretical voting rights (i.e. 53.12% of the share capital and theoretical voting rights of the Company)30F

31

.

Because of the Block Trade Acquisition, the Offeror has exceeded the thresholds of 30% of the Company's share capital and voting rights and is required to file the Offer pursuant to the provisions of Article L. 433-3, I of the French Monetary and Financial Code and Article 234-2 of the AMF General Regulation.

1.1.3 Shareholding structure of the Company's share capital and voting rights

(c) Shareholding structure of the Company's share capital and voting rights before the Block Trade Acquisition

On the Announcement Date, to the knowledge of the Offeror, the share capital and voting rights of the Company were as follows:

(1)


The concert party results from an agreement between shareholders Impala and Cartusia, the latter being a long-term investment vehicle held by Mr


.


Xavier Barbaro and the members of his family.


The concert has been terminated upon completion of the Block Trade Acquisition.

(d) Shareholding structure of the Company's share capital and voting rights as of the date of the Draft Offer Document

On the date of the Draft Offer Document, to the knowledge of the Offeror, following completion of the Block Trade Acquisition, the share capital and voting rights of the Company were as follows:

Neither the Offeror, nor any of the companies under its control or controlling it within the meaning of article L.233-3 of the French Commercial Code, held any Shares and OCEANEs, directly or indirectly, prior to the Block Trade Acquisition (see Section 1 for assimilated Shares held by Aranda Investments).

1.1.4 Declarations of threshold crossing and of intentions

In accordance with Articles L. 233-7 et seq. of the French Commercial Code, pursuant to the declarations of threshold crossing dated 27 December 2024, the Offeror informed the AMF, following completion of the Block Trade Acquisition, that its interest in the Company, individually and in concert with Brookfield, Temasek, Mr. Xavier Barbaro (and Cartusia) and Mr. Romain Desrousseaux, has risen above the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 1/3, and 50% of the Company's share capital and voting rights, and stated its intentions.

In accordance with Article 10 of the Company's by-laws, pursuant to the declarations of threshold crossing dated 27 December 2024, the Offeror informed the Company, following completion of the Block Trade Acquisition, that its interest in the Company, individually and in concert with Brookfield, Temasek, Mr. Xavier Barbaro (and Cartusia) and Mr. Romain Desrousseaux, has risen above the statutory thresholds of 1% of the Company's share capital or voting rights, and all multiple of this percentage, up to 53% of the share capital or voting rights of the Company.

1.1.5 Acquisition of Shares by the Offeror during the last 12 months

Neither the Offeror nor any person acting in concert with the Offeror have acquired any Shares in the twelve (12) months preceding the filing of the Draft Offer Document at a price higher than the Offer Price per Share.

1.1.6 Regulatory administrative and antitrust approvals

The Offeror has obtained all relevant regulatory approvals required to complete the Block Trade Acquisition, including the following antitrust and foreign direct investment clearances in the following jurisdictions:

• 
  Antitrust clearances: Australia, Canada, Finland, France, Germany, Ireland, Mexico and Zambia.
  
• 
  Foreign direct investment clearances: Australia, Finland, France and Sweden32F
  
  33
  
  .
  

The antitrust clearance from the Australian Competition and Consumer Commission was obtained on 31 October 2024 subject to the divestments detailed in Section 1.2.6.

1.1 Intentions of the Offeror for the next twelve months

1.1.7 Industrial, commercial and financial strategy

Brookfield Renewable Holdings' intention is to operate Neoen as a standalone portfolio company led by the existing management team, with its own balance sheet and budget, while benefiting from the full support of Brookfield's global renewable power and transition platform and asset management capabilities.

Brookfield Renewable Holdings is supportive of the Company's existing strategy with respect to countries and technologies, as well as general approach to contracting.

As part of this strategy, Brookfield Renewable Holdings intends to continue the ongoing disposal of assets in non-core jurisdictions in Africa and Latin America, including in Jamaica and Zambia, in order to allocate more resources and focus on core assets and regions where Brookfield Renewable Holdings sees the most potential for value creation. Any expansion beyond the current footprint would be assessed on a case-by-case basis.

Today, Neoen pursues farm-downs with a communicated limit of no more than 20% of the annual capacity increase in the secured portfolio, and no more than 20% contribution of annual reported EBITDA as per the Company's annual financial report. Farm-downs are primarily executed once development projects are taken through construction and have reached commercial operations. Brookfield Renewable Holdings intends to maintain the Company's existing farm-down strategy, but would retain the flexibility to exceed any such previously communicated limit, and to pursue farm-downs of larger portfolios and Company assets on a regional basis. The amount of farm-downs will be assessed based on the future capital requirements of the Company to fund growth, amongst other considerations.

Brookfield Renewable Holdings also intends to support the Company's debt capital markets strategy, and gradually expand the corporate financing facilities over time as the business grows.

1.1.8 Intentions regarding employment

The Offer is part of an ongoing growth strategy with respect to Neoen and should not have any particular impact on the Group's workforce and human resources management policies, nor on the working conditions of employees or their collective or individual status. In particular, Brookfield Renewable Holdings intends to rely, preserve and develop the talent and know-how of the Group's workforce in order to continue the development and growth of the Group.

Brookfield Renewable Holdings intends to maintain and keep the Company's workforce to implement this strategy and is not considering any substantial changes in the way and the locations where the Group operates.

1.1.9 Composition of the Company's governing bodies and management

The board of directors of the Company currently comprises seven (7) directors, three (3) of which represent Brookfield Renewable Holdings and have been co-opted as directors on the date of completion of the Block Trade Acquisition in replacement of the resigning directors representing the Selling Shareholders. Under the BPI Tender Undertaking, Bpifrance has undertaken to cause its representative at the board of directors to resign from her position upon having tendered its Shares into the Offer and Brookfield Renewable Holdings intends to request the co-optation of an additional representative at the board of directors of the Company at this time.

Subject to the success of the Offer, the Offeror may further modify the composition of the board of directors of the Company to reflect its new shareholding structure.

Should the Offer be followed by a Squeeze-Out, it will result in the delisting of the Shares and/or the OCEANEs from Euronext Paris and/or Euronext Access. If so, further changes in the composition of the Company's corporate bodies may be envisaged.

Brookfield Renewable Holdings intends to rely on the current management team in place and fully supports the Company's strategy and current operations. Should the Squeeze-Out be implemented and the Company be delisted, it is envisaged that the current CEO and Deputy CEO of the Company resign from their current corporate offices within the Company and have, directly or indirectly, executive positions within the Offeror's acquisition structure (including within the Offeror).

1.1.10 Interest of the Offer for the Offeror, the Company and its shareholders

As indicated in Section 1.1.2, the Offeror regards Neoen as a high-quality global developer and operator of renewable assets, and believes that the Group would represent a complementary addition to Brookfield's existing renewable power and transition portfolio. The Offeror believes it is uniquely positioned to assist the Company in the next stage of its growth, from a commercial and financial perspective.

The Offer will allow the minority shareholders of the Company and holders of OCEANEs to achieve immediate and full liquidity of their Shares and OCEANEs:

• 
  the Offer Price per Share represents a 26.9% premium over the last closing price of the Shares on the Announcement Date and premia of 40.3% and 43.5% over the 3-month and 6-month volume-weighted average price ("
  
  VWAP
  
  ") respectively, as well as significant premia on the other valuation criteria; and
  
• 
  the Offer Price per 2020 OCEANE and the Offer Price per 2022 OCEANE are aligned with the prices resulting from the adjustment provisions of the OCEANEs in case of Change of Control (as such term is defined in the terms and conditions of the OCEANEs).
  

The summary assessment of the Offer Price per Share, the Offer Price per 2020 OCEANE and the Offer Price per 2022 OCEANE is provided in Section 3 of this Press Release.

An independent expert has reviewed the fairness of the financial terms of the Offer. This fairness opinion will be reproduced in its entirety in the draft response document that will be published by Neoen together with the reasoned opinion of the Company's board of directors.

1.1.11 Synergies – Economic gains

The Offeror is a company incorporated in France, whose corporate purpose is to acquire, manage and hold stakes in the share capital and voting rights of French and foreign companies. The Offeror, which does not have any stake in other companies, does not anticipate the realization of cost or revenue synergies with the Company following the completion of the Offer.

1.1.12 Intentions regarding a potential merger or legal reorganization

The Offeror does not intend to merge with the Company.

For the purpose of obtaining the antitrust clearance from the Australian Competition and Consumer Commission as part of the Block Trade Acquisition (described in Section 1.1.6=, the Offeror has agreed to divest the entire portfolio of assets and projects in the State of Victoria, Australia, which includes 652 MW33F

34

of assets in operation and approximately 2.8 GW of projects in development (the "

Victorian Assets

"). The Company has entered into an agreement with HMC, an alternative asset manager listed on the Australian Stock Exchange, for the sale of its Victorian Assets (the "

HMC Transaction

"), with an intended completion date as at 1 July 2025.

Subject to the implementation of the Squeeze-Out and the delisting, the Australian business assets (including the Victorian Assets to the extent closing of the HMC Transaction would not have already occurred) would undergo an internal reorganisation within the group controlled by Holdco driven by commercial and strategic preferences to move towards transferring assets into separately managed hubs.

Additional post-closing of the Offer corporate restructuring steps of a purely capitalistic nature may be decided and implemented in order in particular to facilitate the optimization of Neoen's debt facilities.

In that context, should the Squeeze-Out and the delisting of the Company be implemented, a change in the current corporate form of the Company may be envisaged.

All such corporate reorganizations would not have any impact on Neoen's operations or workforce. Relevant staff representative bodies would be informed and/or consulted, as and when required, in accordance with applicable laws.

However, the Offeror reserves the right to proceed with any subsequent changes in the organization of the Group, the Company, or of other entities of the Group, especially that are necessary to implement the strategy described in Section 1.2.1.

The Offeror further intends to propose to the 2025 annual shareholders' meeting of the Company to be held before 30 June 2025, to approve the deletion of the double voting rights attached to shares registered in "pure" registered form for more than two years (previously approved in 2023 and provided for in Article 11 of the Company's by-laws).

1.1.13 Intentions regarding the implementation of a squeeze-out and a delisting of the Company following the Offer

In the event that the number of Shares not tendered to the Offer by the minority shareholders of the Company (excluding treasury Shares held by the Company and Shares covered (or that will be covered) by Liquidity Agreements but including the PEE Unavailable Shares and the 2023 Accelerated Free Shares) does not represent more than 10% of the share capital and voting rights of the Company following the Offer, Brookfield Renewable Holdings intends to implement, at the latest within three (3) months following the closing of the Offer, in accordance with Articles L. 433- 4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation, a Squeeze-Out procedure in order to transfer the Shares not tendered to the Offer (excluding treasury Shares held by the Company and Shares covered (or that will be covered) by Liquidity Agreements, but including the PEE Unavailable Shares and the 2023 Accelerated Free Shares) in exchange for compensation equal to the Offer Price per Share. The implementation of this procedure will result in the delisting of the Shares from Euronext Paris.

In addition, in the event that the number of Shares not tendered to the Offer by the minority shareholders of the Company (excluding treasury Shares held by the Company and Shares covered (or that will be covered) by Liquidity Agreements but including the PEE Unavailable Shares and the 2023 Accelerated Free Shares) and the number of Shares that may be issued following the conversion of the OCEANEs not tendered in the Offer do not represent more than 10% of the sum of the existing Shares and the Shares that may be issued as a result of the conversion of the OCEANEs following the Offer34F

35

, Brookfield Renewable Holdings also intends to implement, at the latest within three (3) months following the closing of the Offer, in accordance with Articles L. 433-4 III of the French Monetary and Financial Code and 237-1 et seq of the AMF General Regulation, a Squeeze-Out procedure in order to transfer the OCEANEs not tendered to the Offer in exchange for compensation equal to the Offer Price per 2020 OCEANE and the Offer Price per 2022 OCEANE. The implementation of this procedure will result in the delisting of the OCEANEs from Euronext Access.

In accordance with the terms and conditions of the OCEANEs, the Company may, at its discretion and at any time, but subject to giving at least 30 calendar days' notice (and a maximum of 90 calendar days), redeem at par plus accrued interest all of the relevant remaining outstanding OCEANEs, if they represent less than 15% of the number of the 2020 OCEANEs issued with respect to the 2020 OCEANEs and if they represent less than 20% of the number of the 2022 OCEANEs issued with respect to the 2022 OCEANEs (the "

Early Redemption Option

").

In the event that the conditions required to implement a Squeeze-Out for the Shares are met, but the conditions required to implement a squeeze-out for the OCEANEs are not met, Brookfield Renewable Holdings intends to implement a Squeeze-Out for the Shares under the conditions set out above, subject to the Company being able to exercise the Early Redemption Option in due course (it being specified that Brookfield Renewable Holdings reserves the right to waive this condition). Holders of OCEANEs will, however, retain the right to exercise their right to the allocation of Shares up to and including the 7

th

business day35F

36

preceding the date set for early redemption. The conversion/exchange ratios shall be equal to the relevant conversion/exchange ratio if the allocation right is exercised during the Adjustment Period (as defined below), or equal to the relevant conversion/exchange ratios in force outside of the Adjustment Period (as defined below) and indicated in Section 2.6.

In the event that the Offeror is not in a position, following the Offer, to implement a squeeze-out under the above-mentioned conditions, it reserves the right to file a public tender offer followed, if applicable, by a squeeze-out for the Shares and/or OCEANEs it does not hold directly or indirectly, alone or in concert at that date. In this context, the Offeror does not exclude increasing its interest in the Company after the end of the Offer (directly or indirectly, through the acquisition of Shares or OCEANEs or otherwise) and prior to the filing of a new offer in accordance with the applicable legal and regulatory provisions. In this case, the public tender offer will be subject to the control of the AMF, which will rule on its conformity in light of the independent expert's report to be appointed in accordance with the provisions of Article 261-1 I and II of the AMF General Regulation.

The Offeror reserves the right, following the acquisition of OCEANEs, to exercise any right available to it in accordance with the terms and conditions of the OCEANEs. The Offeror also reserves the right to cause the Company to exercise any right available to it in accordance with the terms and conditions of the OCEANEs.

1.1.14 Company's dividend distribution policy

Following the Offer, the Company's dividend policy will continue to be determined by its corporate bodies based on Company's distributive capacity, financial situation and financial needs, in compliance with any applicable regulatory requirements.

1.2 Agreements that may have a significant impact on the assessment or outcome of the Offer

1.2.15 BPI's undertaking to tender its Shares in the Offer

As indicated in Section 1.1.2, on 24 June 2024, Brookfield Renewable Holdings entered into the BPI Tender Undertaking with Bpifrance pursuant to which Bpifrance undertakes to tender its 6,674,470 Shares (representing at such date 4.36% of the share capital and theoretical voting rights of the Company) into the Offer (the "

BPI Shares

"). The BPI Shares which are the subject of this BPI Tender Undertaking will be tendered to the Offer at the Offer Price per Share.

Bpifrance has notably undertaken to keep the free and full property of the BPI Shares until the date upon which it will tender the BPI Shares to the Offer, not to encumber them with any right or any engagement whatsoever and not to transfer title to the BPI Shares, enter into any agreement with, or give any undertaking to, a third party to transfer or restrict the ownership of, or rights in, the BPI Shares, nor grant any rights whatsoever over the BPI Shares in favour of a third party.

Under the BPI Tender Undertaking, Bpifrance has agreed to cause its representative at the board of directors of the Company to resign from her position upon having tendered its Shares into the Offer (see also Section 1.2.3).

The undertaking of Bpifrance is notably subject to the Offer being cleared by the AMF. This undertaking may be terminated by Bpifrance in the event, cumulatively, (i) of a competing offer filed by a third party which would be cleared by the AMF and (ii) (A) in the absence of an improved offer by the Offeror that is declared compliant (

conforme

) by the AMF or (B) in case of withdrawal of the Offer by the Offeror in accordance with article 232-11 of the AMF General Regulations.

The Offeror and Bpifrance are not acting in concert.

1.2.16 Reinvestment of the managers

(e) Description of the Reinvestment Plan and the Synthetic Share Plan

Brookfield Renewable Holdings and Cartusia have entered into a reinvestment agreement on 27 December 2024, (the "

Reinvestment Agreement

"), in order to set out the main provision of (i) the reinvestment plan that should be put in place at the level of BRHL UK MidCo Limited36F

37

("

BRHL Midco

"), an intermediary holding vehicle wholly owned by Holdco, which in turn indirectly wholly-owns Brookfield Renewable Holdings, for the benefit of certain executives and corporate officers of the Group, including Mr. Xavier Barbaro (acting as legal representative of Cartusia) and Mr. Romain Desrousseaux (the "

Managers

") (the "

Reinvestment Plan

") and (ii) the synthetic share plan that should be put in place for the benefit of the Managers (the "

Synthetic Share Plan

"), in each case, following the closing of the Offer. In the context of the Reinvestment Plan, the Managers will enter into or adhere to a shareholders' agreement in respect of BRHL Midco, which will reflect the terms of the Reinvestment Agreement (the "

BRHL Midco


SHA

").

The Reinvestment Plan includes:

1. 
   
2. 
   an investment by certain Managers in ordinary shares of the BRHL Midco,
   
   pari passu
   
   with BRHL UK Topco Limited37F
   
   38
   
   ("
   
   BRHL Topco
   
   "), being an intermediate vehicle wholly-owned by Holdco and shareholder of BRHL Midco, financed by the use of all or part of their Shares proceeds received as part of the Block Trade Acquisition, the Offer or resulting from the contribution in kind of their Shares at the Offer Price per Share to BRHL Midco; and
   
   
3. 
   the free grant to certain Managers of ordinary shares of BRHL Midco, as part of a new retention plan in cash (see Section 2.4).
   
   

The ordinary shares issued by BRHL Midco will be subscribed for at market value, as the case may be, determined by an expert.

The Synthetic Share Plan would consist of bonus payments to the Managers, for an amount corresponding to the notional value attached to synthetic shares (the "

Synthetic Shares

") awarded to them, as follows:

1. 
   
2. 
   the Synthetic Share Plan provides for a linear vesting of the Synthetic Shares over a period of five years (with customary accelerated vesting provisions);
   
   
3. 
   the notional value of the Synthetic Shares is based on the capital gain realized by BRHL Topco on its investment in BRHL Midco above a certain hurdle rate, upon the occurrence of (i) a termination of duties of a Manager, (ii) a listing of a company of the Group, (iii) a direct or indirect transfer of shares in BRHL Midco, (iv) a winding-up of BRHL Midco or (v) a significant dividend distribution by BRHL Midco (an "
   
   Exit
   
   ").
   
   

(f) Reinvestment of CEO and Deputy CEO

Cartusia (in accordance with the terms of the Reinvestment Agreement) has committed to reinvest in cash at the level of BRHL Midco, by way of subscription to ordinary shares of BRHL Midco, for an aggregate reinvestment amount of EUR 25 million.

In accordance with the reinvestment agreement entered into on 27 December 2024 between Brookfield Renewable Holdings and Mr. Romain Desrousseaux, the latter has the option to reinvest a maximum total amount of approximately EUR 6.2 million, which may be carried out directly or indirectly, by way of a contribution in kind of all or part of the RD Shares That May Be Tendered at the Offer Price per Share or by way of a cash contribution.

(g) Description of BRHL Midco SHA – Transfers of securities and liquidity

The following provisions shall be applicable to transfers of BRHL Midco securities:

• 
  Pre-emption right of BRHL Topco: BRHL Topco shall benefit from a pre-emption right in the event of a transfer by a Manager of his/her securities in BRHL Midco other than a customary free transfer, unless such transfer has been approved by BRHL Topco.
  
• 
  Drag along right of BRHL Topco: in the event BRHL Topco receives an offer from a third party for the acquisition of a majority of the share capital of BRHL Midco, BRHL Topco shall have the right to cause the Managers to sell 100% of their BRHL MidCo securities.
  
• 
  Tag along right:
  
  • 
    Proportional tag along right: in the event of any direct or indirect transfer of BRHL Midco securities to a third party other than a customary free transfer, the Managers may require to sell the same proportion of BRHL Midco securities to such third party.
    
  • 
    Total tag along right: in the event of any direct or indirect transfer of BRHL Midco securities to a third party that would result in either (i) such third party holding more than 50% of the BRHL Midco securities other than in connection with a customary free transfer, or (ii) BRHL Topco or its affiliates ceasing to control BRHL Midco, the Managers may require to sell all their BRHL Midco securities to such third party.
    
  
  

Managers will ultimately benefit from liquidity rights on a portion of the BRHL Midco securities they own in the form of a put option granted by BRHL Topco to each Manager (the "

Liquidity Put Option

"). The exercise price of the Liquidity Put Option will be based on the market value of 100% BRHL Midco securities, as determined based on the most recent quarterly valuation of the Group as set out in reporting to BRHL Topco's ultimate investors or, in case of disagreement, by an independent expert.

1.2.17 Liquidity Agreements

The Offeror has offered to the beneficiaries of Unavailable Free Shares, Managers Unavailable Shares (as defined below) and/or Unavailable Holding Shares (together the "

Unavailable Shares

") (the "

Holders of Unavailable Shares

") to enter into commitments to buy and sell their Unavailable Shares in order to enable them to benefit from cash liquidity for the Shares that could not be tendered to the Offer or acquired in the Squeeze-Out (the "

Liquidity Agreement

").

With respect to the Unavailable Free Shares and Managers Unavailable Shares held by Mr. Romain Desrousseaux, in accordance with the Liquidity Agreement, if an Event of Liquidity Default (as defined below) occurs, the Offeror will have a call option (the "

Call Option

"), pursuant to which each Holder of Unavailable Shares irrevocably undertakes to sell to the Offeror its Unavailable Shares at the request of the Offeror at any time during twenty (20) calendar days starting on the sending date of a notice informing each Holder of Unavailable Shares of the availability date of the relevant Unavailable Shares (being specified that such notice shall be sent at the latest five (5) business days as from the availability date of the relevant Unavailable Shares) (the "

Call Option Period

") and, in the absence of exercise of the Call Option during the Call Option Period, Holders of Unavailable Shares will have a put option against the Offeror, pursuant to which the Offeror irrevocably undertakes to acquire from the holder its Unavailable Shares, at any time during a period of sixty (60) calendar days starting on the first business day following the expiry of the Call Option Period (the "

Put Option

", together with the Call Option, the "

Options

").

An "Event of Liquidity Default" means:

• 
  a Squeeze-Out has been implemented by the Offeror, or,
  
• 
  the Offeror holds more than 90% of the share capital or voting rights of the Company and the Offeror has not requested to the AMF that a Squeeze-Out be implemented; or
  
• 
  the average volume of the Company's shares traded each day over the past twenty (20) trading days is less than 0.055% of the Company's share capital, on the basis of the information published by Euronext Paris.
  

In accordance with the provisions of the Liquidity Agreement entered into by Mr. Xavier Barbaro (as well as Cartusia, Equinox, Kampen, Hilaris and Palancia), the exercise of the Options on his Unavailable Holding Shares, Unavailable Free Shares and Managers Unavailable Shares is not subject to the occurrence of an Event of Liquidity Default and can be exercised as from the availability date of each category of Unavailable Shares (based on an identical exercise price for all beneficiaries of Unavailable Shares as described below).

In addition, with respect to the Managers Unavailable Shares, they must be held (and consequently, the Options cannot be exercised) as long as Mr. Xavier Barbaro and Mr. Romain Desrousseaux respectively hold their positions of corporate officers within the Group and cannot therefore be tendered in the Offer; they are thus covered by the Liquidity Agreements entered into respectively by Mr. Xavier Barbaro and Mr. Romain Desrousseaux and the Options may be exercised after the termination of their respective positions as corporate officers within the Group.

In the event of the exercise of an Option, the exercise price per Unavailable Share will be (i) equal to the Offer Price per Share if the Option is exercised before 31 December 2025, or (ii) equal to the market value of the Shares as at the exercice date of the Option according to the terms and conditions of the Liquidity Agreement if the Option is exercised after 31 December 2025 (and, if necessary, determined by an independent expert in the event of disagreement).

Should the Squeeze-Out be implemented, the Unavailable Shares (with the exception of the Unavailable PEE Shares and 2023 Accelerated Free Shares, which will be targeted in the Squeeze-Out) which exist as at the date of the Squeeze-Out and for which a Liquidity Agreement has been entered into, will be assimilated to the shares held by the Offeror in accordance with Article L. 233-9 I, 4° of the French Commercial Code, and will not be affected by the Squeeze-Out and the delisting.

In the event of exercise of the Options, holders of Unavailable Shares would not benefit from any mechanism enabling them to obtain a guaranteed transfer price. It is specified that no contractual mechanism is likely (i) to be analyzed as a price supplement, (ii) to call into question the relevance of the Offer Price per Share or the equal treatment of minority shareholders, or (iii) to highlight a guaranteed transfer price clause in favor of holders of Unavailable Shares.

It is further provided that:

• 
  the beneficiaries of the 2023 Free Share Plan and the 2024 Free Share Plan (including Mr. Xavier Barbaro) are offered by the Offeror the possibility to benefit, subject to an "Event of Liquidity Default" (or, in the case of Mr. Xavier Barbaro, subject to a resignation from his position as CEO of the Company following completion of the Squeeze-Out and up to the number of 2024 Free Shares acquired
  
  pro rata temporis
  
  on the date of termination of his duties), from a cash retention plan in lieu of all or part of their rights to receive these 2023 Free Shares and these 2024 Free Shares, as applicable, under the conditions described in Section 2.4, and
  
• 
  as an exception to the above, certain Group executives38F
  
  39
  
  (excluding Mr. Xavier Barbaro) holding 2023 Non-Accelerated Free Shares and 2024 Free Shares (as these terms are defined in Section 2.4), are being offered by the Offeror the opportunity to benefit, subject to an "Event of Liquidity Default", from a new retention plan in the form of shares of BRHL Midco (in lieu of all or part of the above-mentioned cash retention plan), under the conditions described in Section 2.4,
  

it being specified that the beneficiaries of the 2023 Free Share Plan and the 2024 Free Share Plan will be able to choose to benefit from the cash retention plan or the retention share plan, as applicable, until 7 February 2025 (inclusive).

1.2.18 Other agreements of which the Offeror is aware

With the exception of the agreements described in this Section 1.3, there are, to the knowledge of the Offeror, no other agreements likely to have an impact on the assessment or outcome of the Offer.

1. 
   
2. 
   
   CHARACTERISTICS OF THE OFFER
   
   
   

1.3 Terms of the Offer

In accordance with the provisions of Articles 231-13 and 231-18 of the AMF General Regulation, the draft Offer was filed on 2 January 2025 with the AMF by the Presenting Banks, acting in the name and on behalf of the Offeror. A notice of filing will be published by the AMF on its website (



).

In accordance with Articles 233-1 et seq. of the AMF General Regulation, the Offer will be implemented in accordance with the simplified tender offer procedure. The attention of the shareholders and holders of the Company's OCEANEs is drawn to the fact that, as the Offer is being made under the simplified procedure, it will not be reopened following the publication of the result of the Offer.

The Offeror irrevocably undertakes to the Company's shareholders and holders of OCEANEs to acquire, all the Shares and OCEANEs that will be tendered in the Offer during a period of 21 Trading Days at the price of:

• 
  EUR 39.85 per Share,
  
• 
  EUR 48.14 per 2020 OCEANE, and
  
• 
  EUR 101,382.00 per 2022 OCEANE.
  

Société Générale guarantees the content and the irrevocable nature of the undertakings made by the Offeror as part of the Offer in accordance with the provisions of Article 231-13 of the AMF General Regulation.

1.4 Adjustment of the terms of the Offer

It is specified for all purposes that the Offer Price per Share, the Offer Price per 2020 OCEANE and the Offer Price per 2022 OCEANE have been determined on the basis of the assumption that no distribution (dividend, interim dividend or other) will be decided before the closing of the Offer.

In the event that, between the date of the Draft Offer Document and the date of the settlement- delivery of the Offer (included), the Company proceeds in any form whatsoever to (i) distribute a dividend, interim dividend, reserve, premium or any other distribution (in cash or in kind), or (ii) redeem or reduce its share capital, and in both cases, in which the detachment date or the reference date on which it is necessary to be a shareholder in order to be entitled thereto is set before the date of the settlement-delivery of the Offer, the Offer Price per Share, the Offer Price per 2020 OCEANE and the Offer Price per 2022 OCEANE will be adjusted to take into account this transaction.

Similarly, in the event of transactions involving the share capital of the Company (in particular merger, spinoff, stock split, reverse stock split, distribution of free shares for existing shares through the capitalization of profits or reserves) decided during the same period, and for which the reference date on which any person must be a shareholder in order to receive the distribution is set before the settlement date of the Offer, the Offer Price per Share, the Offer Price per 2020 OCEANE and the Offer Price per 2022 OCEANE will be mechanically adjusted to take into account the effect of any and all such transactions.

Any adjustment of the terms of the Offer will be subject to the publication of a press release which will be submitted to the prior approval of the AMF.

1.5 Number and nature of the securities targeted by the Offer

As of the date of the Draft Offer Document39F

40

, Brookfield Renewable Holdings holds:

• 
  directly 81,197,100 Shares (i.e. 53.12% of the share capital and 53.19% of the voting rights of the Company),
  
• 
  by way of assimilation pursuant to Article L. 233-9 of the French Commercial Code:
  
  • 
    the (i) 545,672 Unavailable Holding Shares (i.e. 0.36% of the share capital and theoretical voting rights of the Company) with respect to which Brookfield Renewable Holdings benefits from a Call Option at the Offer Price per Share for each Unavailable Holding Share exercisable as from 16 April 2025, pursuant to the Liquidity Agreement entered into by Mr. Xavier Barbaro (which is described in Section 1.3.3), (ii) 39,943 Managers Unavailable Shares (as defined below and also covered by the Liquidity Agreement entered into by Mr. Xavier Barbaro) held by Mr. Xavier Barbaro, (iii) 1,600 PEE Shares (as defined below) held by Mr. Xavier Barbaro, and (iv) 180,83240F
    
    41
    
    2024 Free Shares (as defined below and also covered by the Liquidity Agreement entered into by Mr. Xavier Barbaro) held by Mr. Xavier Barbaro,
    
  • 
    the (i) 442,895 Shares, (ii) 9,445 Managers Unavailable Shares (as defined below and covered by the Liquidity Agreement entered into by Mr. Romain Desrousseaux), and (iii) 120,55541F
    
    42
    
    2024 Free Shares (as defined below and also covered by the Liquidity Agreement entered into by Mr. Romain Desrousseaux) held by Mr. Romain Desrousseaux, and
    
  • 
    14,330 Shares (i.e. 0.009% of the share capital and theoretical voting rights of the Company) through the intermediary of Aranda Investments (an indirect wholly-owned subsidiary of Temasek).
    
  
  

In total, the Offeror holds, directly and indirectly, alone and in concert, and by assimilation, 82,250,985 Shares (i.e. 53.81% of the share capital and theoretical voting rights of the Company)42F

43

.

The Offeror does not hold, directly and indirectly, alone and in concert, or by assimilation, any OCEANEs.

The Offer targets:

(vi) all Shares, whether outstanding or to be issued, that are not held directly by the Offeror, i.e., the Shares:

• 
  which are already issued other than the Excluded Shares, i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum of 70,713,338 Shares,
  
• 
  which may be issued before the closing of the Offer (as per the indicative timetable included in Section 2.10), other than the Excluded Shares, as a result of the vesting of Free Shares granted by the Company under the Free Shares Plans (as defined in Section 2.4), i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum of 161,971 43F
  
  44
  
  Shares corresponding to all 2022 Free Shares,
  
• 
  which may be issued before the closing of the Offer (as per the indicative timetable included in Section 2.10) in connection with the conversion of the 2020 OCEANEs, i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum number of 4,445,020 new Shares44F
  
  45
  
  ,
  
• 
  which may be issued before the closing of the Offer (as per the indicative timetable included in Section 2.10) in connection with the conversion of the 2022 OCEANEs, i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum number of 7,519,824 new Shares45F
  
  46
  
  ,
  

i.e., to the knowledge of the Offeror at the date of the Draft Offer Document, a maximum number of Shares targeted by the Offer equal to 82,840,153; and

(vii) all outstanding OCEANEs that are not held by the Offeror, i.e. to the knowledge of the Offeror at the date of the Draft Offer Document, 3,679,653 2020 OCEANEs and 3,000 2022 OCEANEs.

Among the Shares covered by the Offer, the 283,58146F

47

Unavailable PEE Shares (as defined below) cannot be tendered into the Offer (except in the case of an early release in accordance with applicable laws and regulation). However, Unavailable PEE Shares will be targeted by the Squeeze-Out, if applicable.

It is specified that the Offer does not target the Excluded Shares.

As a result of the indicative timetable of the Offer provided in Section 2.10, the 105,416 2023 Accelerated Free Shares (as defined below) being vested on 28 February 2025, they cannot be tendered into the Offer47F

48

. Such 2023 Accelerated Free Shares will however be targeted by the Squeeze-Out, if applicable.

To the knowledge of the Offeror, there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the existing Shares and the OCEANEs described in Section 2.1 and the Free Shares described in Section 2.4.

1.6 Situation of the beneficiaries of Free Shares

The Company has granted Company's shares for free (the "

Free Shares

") to employees and executives' officers of the Group under several free shares plans (the "

Free Shares Plans

").

As of the date of the Draft Offer Document, three Free Shares Plans remain outstanding with the Free Shares allocated pursuant to these Free Shares Plan still under vesting: (i) the 2022 Free Shares Plan, (ii) the 2023 Free Shares Plan, and (iii) the 2024 Free Shares Plan.

To the knowledge of the Offeror, pursuant to an authorisation granted by the general meeting of the shareholders of the Company dated 25 May 2021 and an authorisation granted by the general meeting of the shareholders of the Company dated 10 May 2023, the board of directors of the Company has granted 2022, 2023 and 2024 Free Shares to employees and executives' officers of the Group under Free Shares Plans, as follows:

• 
  on 14 March 2022, the board of directors of the Company decided to grant 164,046 Free Shares to certain employees of the Group. The granting of Shares will only be final after a vesting period of three years, i.e. on 14 March 2025, being specified that the availability date of these Free Shares is set on 17 March 2025, provided that the beneficiaries are still present in the Group and that the performance conditions set by the board of directors in the plan rules and relating in particular to the achievement of financial and development objectives are met (the "
  
  2022 Free Shares
  
  " and "
  
  2022 Free Shares Plan
  
  ");
  
• 
  on 28 February 2023, the board of directors of the Company decided to grant 221,766 Free Shares to certain employees of the Group. The granting of Shares will only be final after a vesting period of three years, i.e. on 28 February 2026, being specified that the availability date of these Free Shares is set on 3 March 2026, provided that the beneficiaries are still present in the Group and that the performance conditions set by the board of directors in the plan rules and relating in particular to the achievement of financial and development objectives are met (the "
  
  2023 Free Shares
  
  " and "
  
  2023 Free Shares Plan
  
  ");
  
• 
  on 28 February 2024 and 14 March 2024, the board of directors of the Company decided to grant 729,303 Free Shares to certain employees and executives' officers of the Group. The granting of Shares will only be final after a vesting period of three years, i.e. on 1
  
  st
  
  March 2027, being specified that the availability date of these Free Shares is set on 3 March 2027, provided that the beneficiaries are still present in the Group and that the performance conditions set by the board of directors in the plan rules and relating in particular to the achievement of financial and development objectives are met (the "
  
  2024 Free Shares
  
  " and "
  
  2024 Free Shares Plan
  
  ").
  

On 26 December 2024, the Company's board of directors has decided, subject to completion of the Block Trade Acquisition, which occurred on 27 December 2024:

• 
  with respect to the 2022 Free Shares Plan:
  

(i) to deem entirely satisfied the performance requirements provided by the 2022 Free Shares Plan, and

(ii) to accelerate the end of the vesting period provided for in the 2022 Free Shares Plan, for all the 2022 Free Shares, as their number may be adjusted from time to time in accordance with the terms of the 2022 Free Shares Plan, which will become immediately available on the opening date of the Offer;

• 
  with respect to the 2023 Free Shares Plan:
  

(i) to deem entirely satisfied the performance requirements provided by the 2023 Free Shares Plan, and

(ii) to offer each of the beneficiaries of the 2023 Free Shares Plan who have chosen this option:

(x)

the acceleration of the vesting period on 50% of their unvested Free Shares as their number may be adjusted from time to time in accordance with the terms of the 2023 Free Shares Plan (the "

2023 Accelerated Free Shares

"), which will definitely be vested on 28 February 2025, subject to a presence condition,

(

y

) not to change the vesting period of the remaining 50% unvested Free Shares under the 2023 Free Shares Plan (the "

2023 Non Accelerated Free Shares

"), which will definitely be vested on 28 February 2026, subject to a presence condition, and

(

z

) subject to the occurrence of an "Event of Liquidity Default" and a presence condition of the beneficiary on 28 February 2026, to benefit from a cash retention plan in lieu of the concerned beneficiary's right to receive 2023 Non Accelerated Free Shares (it being specified that the gross amount per 2023 Non-Accelerated Free Share that will be paid to any beneficiary who elects to benefit from the retention plan in cash will correspond to the Offer Price per Share); and

• 
  with respect to the 2024 Free Shares Plan:
  

(i) to deem entirely satisfied the performance requirements of this 2024 Free Shares Plan, and

(ii) to offer to beneficiaries of the 2024 Free Shares Plan to benefit, subject to an "Event of Liquidity Default" (or, in the case of Mr. Xavier Barbaro, subject to a resignation from his position as CEO of the Company following completion of the Squeeze-Out and up to the number of 2024 Free Shares acquired

pro rata temporis

on the date of termination of his duties) and a presence condition of the beneficiary on1

st

March 2027, a cash retention plan in lieu of all or part of the rights of the beneficiary concerned to receive the 2024 Free Shares (it being specified that the gross amount per 2024 Free Share that will be received by any beneficiary who chooses to benefit from the retention plan in cash will correspond to the Offer Price per Share). In this respect, it is specified that the cash retention plan from which Mr. Xavier Barbaro benefits (i) is conditional on the termination of his duties as CEO of the Company (see Section 1.2.3 regarding the evolution of the Company's governance in the event of a Squeeze-Out), (ii) relates to a number of 2024 Free Shares that will be acquired on the date of termination of his duties as CEO of the Company (taking into account the particular characteristics of the 2024 Free Share Plan concerning him, which provide, in the event of termination of his duties, for an acquisition of the 2024 Free Shares by the latter

pro rata temporis

to the duration of his duties during their vesting period), and (iii) will vest on 1

st

March 2027.

As an exception to the above, certain Managers48F

49

(as defined in Section 1.3.2) (excluding Mr. Xavier Barbaro) holding 2023 Non-Accelerated Free Shares and 2024 Free Shares, will be offered by the Offeror the opportunity to benefit from a new retention plan in the form of BRHL Midco shares (in lieu of all or part of the above-mentioned cash retention plan). It is specified that the number of BRHL Midco shares that will be delivered to any beneficiary who elects to benefit from the retention share plan will be determined on the basis of the number of 2023 Non-Accelerated Free Shares and/or 2024 Free Shares renounced to multiplied by the Offer Price per Share, reported to the value of BRHL Midco's share capital on the date upon which the rights to receive the said shares of BRHL Midco are allocated. The vesting period of BRHL Midco's shares will be for a period of one year, it being specified that the definitive acquisition of these shares will be conditional on the occurrence of an "Event of Liquidity Default ", a presence condition of the beneficiary and the latter's adherence to the BRHL Midco SHA. In addition, the definitively acquired shares of BRHL Midco will be subject to an additional one-year holding period.

It being specified that the beneficiaries of the 2023 Free Share Plan and the 2024 Free Share Plan will be able to choose to benefit from the Liquidity Agreement or the cash retention plan (or, for certain Managers, the retention share plan in lieu of all or part of the cash retention plan) until 7 February 2025 (inclusive).

Holders of Free Shares delivered before the closing of the Offer (i.e., as a result of the indicative timetable of the Offer provided in Section 2.10, the2022 Free Shares) representing a maximum of 161,97149F

50

Shares will be able to tender such Free Shares to the Offer given its contemplated timetable as indicated in Section 2.10. As a result of the indicative timetable of the Offer provided in Section 2.10, the 105,416 2023 Accelerated Free Shares being vested on 28 February 2025, they cannot be tendered into the Offer 50F

51

. Such 2023 Accelerated Free Shares will however be targeted by the Squeeze-Out, if applicable.

The 932,761 Shares which may be issued as a result of the definitive vesting of all of the 2023 Free Shares and all 2024 Free Shares (together the "

Unavailable Free Shares

") granted by the Company, cannot be tendered to the Offer and will therefore be covered by the Liquidity Agreements51F

52

.

In addition, to the knowledge of the Offeror and as of the date of the Draft Offer Document, 49,388 Shares are held by executive officers of the Group as a result of the definitive vesting of Free Shares granted by the Company under the Free Shares plans implemented in 2018 and 2021 and are subject to a specific lock-up period as long as they remain executive officers of the Group (the "

Managers Unavailable Shares

"). Such Managers Unavailable Shares cannot be tendered to the Offer and will therefore be covered by the Liquidity Agreements respectively entered into by Mr. Xavier Barbaro and Mr. Romain Desrousseaux.

1.7 Situation of the shareholders holding Shares through a

Plan d'Epargne Entreprise

(PEE)

To the knowledge of the Offeror and as the date of the Draft Offer Document, 426,17052F

53

Shares are held by employees of the Group in the context of an employee savings plan (

Plan d'épargne entreprise

or "

PEE

") (the "

PEE Shares

").

To the knowledge of the Offeror and as the date of the Draft Offer Document, 142,589 53F

54

PEE Shares are transferable and their holders will be able to tender such PEE Shares to the Offer.

To the knowledge of the Offeror and as the date of the Draft Offer Document, 283,58154F

55

Shares already issued and held by employees of the Group in the context of a PEE resulting from (i) the implementation of employee share ownership plans, i.e. 179,256 Shares for which the five-year mandatory holding period will not have expired prior to the closing date of the Offer or (ii) the exercise of stock-options within the framework of the PEE, i.e. 104,325 Shares for which the five-year mandatory holding period will not have expired prior to the closing date of the Offer (such Shares referred to in (i) and (ii), the "

Unavailable PEE Shares

") shall not be tendered into the Offer, taking into account its indicative timetable and subject to the early release events provided by the French Labour Code which may allow their holders to tender such PEE Shares to the Offer.

The Offeror undertakes to offer to the remaining holders of Unavailable PEE Shares, at the closing of the Offer and provided that the conditions required for the implementation of a Squeeze-Out are not met, to enter into the Liquidity Agreement. The terms and conditions of the Liquidity Agreement to be entered into at that time will be strictly identical to the ones of the Liquidity Agreements entered into by the Holders of Unavailable Shares prior to the closing of the Offer.

In the event of a Squeeze-Out, these Unavailable PEE Shares will be targeted by the Squeeze-Out, as applicable.

1.8 Situation of the holders of OCEANEs

On 2 June 2020, the Company issued 3,679,653 2020 OCEANEs due 2 June 2025. The 2020 OCEANEs, with a par value of EUR 46.20 each, bear a 2.00% annual nominal rate payable semi-annually (2 June and 2 December) and are convertible or exchangeable at any time by the delivery of 1.176 new or existing Share for one 2020 OCEANE55F

56

, subject to additional adjustments provided for in the terms and conditions of the 2020 OCEANEs and under the conditions set out therein. To the Offeror's knowledge, 3,679,653 2020 OCEANEs are outstanding as of the date of the Draft Offer Document. The 2020 OCEANEs are listed on Euronext Access under ISIN Code FR0013515707.

On 14 September 2022, the Company issued 3,000 2022 OCEANEs due 14 September 2027. The 2022 OCEANEs, with a par value of EUR 100,000 each, bear a 2.875% annual nominal rate payable semi-annually (14 March and 14 September) and are convertible or exchangeable at any time by the delivery of 2,118.0805 new or existing Share for one 2022 OCEANE56F

57

, subject to additional adjustments provided for in the terms and conditions of the 2022 OCEANEs and under the conditions set out therein. To the Offeror's knowledge, 3,000 2022 OCEANEs are outstanding as of the date of the Draft Offer Document. The 2022 OCEANEs are listed on Euronext Access under ISIN Code FR001400CMS2.

1.8.19 Tenders to the Offer

Holders of OCEANEs are entitled to tender their OCEANEs to the Offer, in accordance with the terms and conditions described in this Press Release.

1.8.20 Early redemption in the event of a Change of Control

Completion of the Block Trade Acquisition resulted in a "Change of Control" of the Company under the terms and conditions of the OCEANEs.

In accordance with the terms and conditions of the OCEANEs, upon the occurrence of such a Change of Control, any holder of OCEANEs may, at its option request, from the Company, the early redemption in cash of all, but not some only, of the OCEANEs held by such holder at par value plus interest accrued from (and including) the last interest payment date to (but excluding) the relevant optional redemption date in accordance with the terms and conditions of the OCEANEs.

The price of such early repayment would be EUR 46.44 for the 2020 OCEANEs and EUR 101,382.00 for the 2022 OCEANEs, based on a latest anticipated early repayment date on 7 March 2025, and assuming up to 30 calendar days after completion of the Block Trade Acquisition for the Company to publish a notification of the Change of Control and then additionally up to 25 to 30 business days (

jours ouvrés

) to proceed with the early repayment.

The Company will inform the holders of OCEANEs of the Change of Control resulting from the Completion of the Block Trade Acquisition by means of a notice distributed by the Company and posted on its website (



) as well as in a notice to be issued by Euronext Paris no later than 30 calendar days following the effective Change of Control (i.e., date of completion of the Block Trade Acquisition).

These notices are expected to remind the holders of OCEANEs that they have the right to request the early redemption of their OCEANEs and to indicate (i) the early redemption date which would be between the 25

th

and the 30

th

business day (

jours ouvrés

) following the distribution date of the notice by the Company, (ii) the redemption price and (iii) the period, of at least 15 business days (

jours ouvrés

) following the publication of the notice by the Company, during which the early redemption requests for the OCEANEs must be received by the centralizing agent.

To obtain early redemption of the OCEANEs, holders of OCEANEs must file a request with the financial intermediary holding their OCEANEs in a securities account. Any such demand may not be revoked once it is received by the relevant financial intermediary.

Requests for early redemption and the corresponding OCEANEs must be received by the centralizing agent no later than the fifth business day (

jours ouvrés

) before the early redemption date.

In such case, the OCEANEs, where an early redemption was requested, will be redeemed at a price equal to par plus accrued interests from the date the interest was last paid preceding the date of early redemption, to the date set for the early redemption.

1.8.21 Rights of the holders of OCEANEs in the event of a public offer

(h) Conversion or exchange of the OCEANEs in the event of an offer

In accordance with the terms and conditions of the OCEANEs, and if the Offer is cleared by the AMF, the opening of the Offer will result in an adjustment of the conversion/exchange ratio of Shares during the Adjustment Period (as defined below) in accordance with the following formula (the result will be rounded off in accordance with the terms and conditions of issuance of the OCEANEs)

NCER = CER x [1 + ICEP x (c / t)]

where:

• 
  "NCER" means the OCEANEs new conversion/exchange ratio applicable during the Adjustment Period (rounded to three decimal places, with 0.0005 being rounded up to the nearest thousandth, i.e. 0.001);
  
• 
  "CER" means the conversion/exchange ratio in effect prior to the Offer opening date, such conversion/exchange ratio being 1.176 Share for one 2020 OCEANE, and 2,118.0805 Shares for one 2022 OCEANE;
  
• 
  "ICEP" means 40% for the 2020 OCEANEs and 35% for the 2022 OCEANEs;
  
• 
  "c" means the actual number of calendar days from the Offer opening date (inclusive) to the maturity date (exclusive), with the maturity date being 2 June 2025 for the 2020 OCEANEs and 14 September 2027 for the 2022 OCEANEs; and
  
• 
  "t" means the actual number of calendar days from the issue date of the OCEANEs (inclusive) (such date being 2 June 2020 for the 2020 OCEANEs and 14 September 2022 for the 2022 OCEANEs) to the maturity date (exclusive) (such number of days being 1,826 for the 2020 OCEANEs and for the 2022 OCEANEs).
  

As a result of the Offer, the adjusted conversion/exchange ratios (or NCERs) are 1.208 for the 2020 OCEANEs and 2,506.608 for the 2022 OCEANEs, based on an opening date of the Offer on 30 January 2025, as set out in the indicative timetable in Section 2.10. As the ratios are dependent on the opening date of the Offer, they would be modified in the event of a postponement or advancement of this date.

The adjustment of the conversion/exchange ratios, as set out above, will, pursuant to the terms and conditions of the respective OCEANEs exclusively benefit to the holders of OCEANEs who will exercise their conversion/exchange right, between (and including):

• 
  The opening date of the Offer; and
  
• 
  The earlier of (A) (i) the date that is ten (10) business days57F
  
  58
  
  after the date of publication by the AMF of the notice of result of the Offer, or (ii) if Brookfield Renewable Holdings withdraws the Offer, the date on which such withdrawal is published, and (B) the date that is the 7
  
  th
  
  trading day58F
  
  59
  
  preceding the maturity date or the early redemption.
  

This period is referred to as the "

Adjustment Period

".

If the right to the conversion/exchange of Shares is exercised during the Adjustment Period, the corresponding Shares will be delivered within a maximum period of three (3) business days from the date of exercise.

In the event of an adjustment, the Company will inform the holders of OCEANEs by means of a notice distributed by it and posted on its website (



). This adjustment will also be the subject of a notice circulated by Euronext Paris within the same timeframe as may be required by applicable rules and regulations.

(i) Early redemption if the outstanding 2020 OCEANEs represent less than 15% of the total outstanding 2020 OCEANEs and if the outstanding 2022 OCEANEs represent less than 20% of the total outstanding 2020 OCEANEs

In accordance with the terms and conditions of the OCEANEs, the Company may, at its discretion and at any time, but subject to giving at least 30 calendar days' notice (and a maximum of 90 calendar days), redeem at par all of the relevant remaining outstanding OCEANEs, if they represent less than 15% of the number of the 2020 OCEANEs issued with respect to the 2020 OCEANEs and if they represent less than 20% of the number of the 2022 OCEANEs issued with respect to the 2022 OCEANEs.

In the event a Squeeze-Out procedure is implemented in relation to the Shares only, Brookfield Renewable Holdings reserves the right to request that the Company carry out such early redemption in due course. Holders of OCEANEs will, however, retain the right to exercise their right to the allocation of Shares up to and including the 7

th

business day preceding the date set for early redemption. The conversion/exchange ratios shall be equal to the relevant NCER if the allocation right is exercised during the Adjustment Period, or equal to the relevant conversion/exchange ratios in force outside of the Adjustment Period and indicated in Section 2.6.

(j) Early redemption in the event that the Shares are delisted

In accordance with the terms and conditions of the OCEANEs, if the Shares are no longer admitted to trading on Euronext Paris or any other regulated market (a "

Delisting

") (which would be the case if the Squeeze-Out is implemented, see Section 1.2.7 regarding the intent of Brookfield Renewable Holdings regarding the Squeeze-Out and delisting), any holder of OCEANEs may, at its option request, from the Company, the early redemption in cash of all, but not some only, of the OCEANEs held by such holder at par value, being EUR 46.20 for the 2020 OCEANEs and EUR 100,000 for the 2022 OCEANEs, plus interest accrued from (and including) the last interest payment date to (but excluding) the relevant optional redemption date in accordance with the terms and conditions of the OCEANEs.

The Company will inform the holders of OCEANEs of the Delisting by means of a notice distributed by the Company and posted on its website (



) as well as in a notice to be issued by Euronext Paris no later than 30 calendar days following the effective Delisting.

These notices are expected to remind the holders of OCEANEs that they have the right to request the early redemption of their OCEANEs and to indicate (i) the early redemption date which would be between the 25

th

and the 30

th

business day (

jours ouvrés

) following the distribution date of the notice by the Company, (ii) the redemption amount and (iii) the period, of at least 15 business days (

jours ouvrés

) following the distribution date of the notice by the Company, during which the early redemption requests for the OCEANEs must be received by the centralizing agent.

To obtain early redemption of the OCEANEs, holders of OCEANEs must file a request with the financial intermediary holding their OCEANEs in a securities account. Any such demand may not be revoked once it is received by the relevant financial intermediary.

Requests for early redemption and the corresponding OCEANEs must be received by the centralizing agent no later than the fifth business day (

jours ouvrés

) before the early redemption date.

In such case, the OCEANEs, where an early redemption was requested, will be redeemed at a price equal to par plus accrued interests from the date the interest was last paid preceding the date of early redemption, to the date set for the early redemption.

Such early redemption may be decided under the above-mentioned conditions in the event a Squeeze-Out procedure is implemented in relation to the Shares only, especially in the event the OCEANEs are not redeemed before such date.

1.9 Terms and conditions of the Offer

A notice of filing of the Offer will be published on the AMF website (



). In accordance with the provisions of Article 231-16 of the AMF General Regulation.

The Draft Offer Document is made available to the public free of charge at the office of Brookfield Renewable Holdings, and with the Presenting Banks and will be published on the websites of the AMF (



), the Offeror (neoen-offer-brookfield.com) and the Company (



).

The draft Offer and the Draft Offer Document remain subject to review by the AMF.

The AMF will declare the Offer compliant after having verified its conformity with the legal provisions applicable to it and will publish the declaration of conformity on its website (



). This declaration of conformity issued by the AMF will serve as the approval ("

visa

") of the offer document and will only occur after the Company has filed a draft response document to the Draft Offer Document.

The offer document having thus received the AMF's approval ("

visa

") and the document containing the "Other Information" relating to the legal, financial, accounting and other characteristics of the Offeror will, in accordance with the provisions of Articles 231-27 and 231-28 of the AMF General Regulation, be made available to the public free of charge, no later than the day before the opening of the Offer, at the office of Brookfield Renewable Holdings, and with the Presenting Banks. These documents will also be published on the websites of the AMF (



), the Offeror (neoen-offer-brookfield.com) and the Company (



).

A press release specifying the terms and conditions for making these documents available will be issued no later than the day before the opening of the Offer in accordance with the provisions of Articles 231-27 and 231-28 of the AMF General Regulation.

Prior to the opening of the Offer, the AMF will publish a notice of opening and the timetable of the Offer and Euronext Paris will publish a notice setting out the content of the Offer and specifying the timetable and terms of its realisation.

1.10 Procedure for tendering in the Offer

The Offer will be open for a period of 21 Trading Days.

The attention of the Company's shareholders is drawn to the fact that, as the Offer will be conducted following the simplified procedure, in accordance with the provisions of Articles 233-1 et seq. of the AMF General Regulation, it will not be reopened following the publication of the result of the Offer.

The Shares and OCEANEs tendered in the Offer must be freely negotiable and free from any lien, pledge, collateral or other security or restriction of any kind on the free transfer of their ownership. The Offeror reserves the right to reject, in its sole discretion, any Shares or OCEANEs tendered in the Offer that do not fulfil this condition.

Shareholders whose Shares are in "pure" registered form ("

nominatif pur

") in the account register of the Company may request that their Shares be converted into "administrative" registered form ("

nominatif administré

") in order to tender their securities in the Offer, unless they have already requested their conversion to bearer form ("

au porteur

"). It is specified that the conversion to bearer form of Shares held in registered form will result in the loss for such shareholders of the benefits associated with holding such Shares in registered form. Notwithstanding the foregoing, shareholders whose securities are held in "pure" registered form will also have the possibility to tender their securities to the semi-centralized Offer through Euronext Paris without prior conversion into bearer or "administered" registered form through Uptevia acting as registrar of the Shares.

Shareholders and holders of OCEANEs of the Company whose Shares or OCEANEs are registered with a financial intermediary and who would like to tender their Shares or OCEANEs in the Offer must submit to their financial intermediary (bank, credit institution, investment firm, etc.) holding their Shares or OCEANEs a tender or sale order at the Offer Price per Share, the Offer Price per 2020 OCEANE or the Offer Price per 2022 OCEANE59F

60

(as applicable), in time for their order to be executed, by specifying whether they opt either for the sale of their Shares or OCEANEs directly on the market or for the tender of their Shares or OCEANEs in the semi-centralised Offer by Euronext Paris in order to benefit from the reimbursement of the brokerage fees by the Offeror under the conditions described in Section 2.13 below. Shareholders and holders of OCEANEs shall contact their respective financial intermediaries to obtain information on the potential constraints and the deadlines of each of these intermediaries as well as on their own procedures for treating orders to be able to tender their securities to the Offer.

Orders to tender Shares or OCEANEs in the Offer will be irrevocable.

The Offer and all related agreements are subject to French law. Any dispute or litigation of any nature whatsoever relating to the Offer will be brought before the competent courts.

The transfer of ownership of the Shares and OCEANEs tendered in the Offer and all of the rights attached thereto (including the right to dividends) will occur on the date of registration in the Offeror's account, in accordance with the provisions of Article L. 211-17 of the French Monetary and Financial Code. It is reminded, if need be, that any amount due in connection with the tendering of the Shares and OCEANEs in the Offer will not bear interest and will be paid on the settlement-delivery date.

1.10.22 Procedure for tendering in the Offer directly on the market

Shareholders and holders of OCEANEs of the Company who wish to tender their Shares and/or OCEANEs to the Offer may sell their Shares and/or OCEANEs on the market. They must submit their sale orders no later than the last day of the Offer and the settlement and delivery of the Shares and OCEANEs sold will take place on the second trading day following the day of execution of the orders, it being specified that the trading costs (including the corresponding brokerage fees and value-added tax ("VAT")) relating to these transactions will remain entirely at the expense of the shareholders or holders of OCEANEs tendering their Shares and/or OCEANEs in the Offer.

Société Générale, investment services provider qualified as a member of the bidding market to purchase, will acquire, on behalf of the Offeror, all Shares and OCEANEs which will be tendered in the Offer. As 2022 OCEANEs are trading in percentage of par value, those instruments will be purchased at 101.382% of the par value of EUR 100,000 per 2022 OCEANE, which corresponds to EUR 101,382.00.

1.10.23 Procedure for tendering in the semi-centralised Offer by Euronext Paris

A procedure for tendering in the semi-centralised Offer has been set by Euronext Paris to allow for the reimbursement of the brokerage fees by the Offeror, under the conditions described in the Section 2.13 below.

Shareholders and holders of OCEANEs of the Company who wish to tender their Shares and/or OCEANEs in the semi-centralized Offer by Euronext Paris must submit their sale offers to the financial intermediary with which their Shares or OCEANEs are deposited no later than the last day of the Offer (subject to specific time limits for certain financial intermediaries). The settlement-delivery will then occur after the completion of the semi-centralization transactions.

In this context, the Offeror will bear the brokerage fees of the shareholders and holders of OCEANEs, under the conditions described in Section 2.13 below.

Euronext Paris will pay directly to the financial intermediaries the amounts due for the reimbursement of the fees mentioned below, as from the settlement-delivery date of the semi-centralization.

1.11 Offeror's right to purchase Shares and OCEANEs during the Offer period

As from the publication by the AMF of the main provisions of the draft Offer, and until the opening of the Offer, the Offeror reserves the right to purchase Shares or OCEANEs, on or off-market, in accordance with the provisions of Articles 231-38 and 231-39 of the AMF General Regulation, within the limits set forth in Article 231-38, IV of the AMF General Regulation, corresponding to a maximum of 30% of the existing Shares, 30% of the existing 2020 OCEANEs and 30% of the existing 2022 OCEANEs targeted by the Offer, respectively at the Offer Price per Share, the Offer Price per 2020 OCEANE and the Offer Price per 2022 OCEANE, i.e. a maximum of 21,214,001 Shares, 1,103,895 2020 OCEANEs and 900 2022 OCEANEs as of the date of the Draft Offer Document.

Such acquisitions, if any, will be declared to the AMF and published on the AMF website in accordance with applicable regulations. This information will also be published, in French and in English, on the website of the Offeror (neoen-offer-brookfield.com) and will thus be available to the Company's shareholders residing in the United States of America.

1.12 Indicative timetable of the Offer

1.13 Costs of the Offer

The overall amount of the fees, costs and external expenses incurred by the Offeror in connection with the Offer, including, in particular, fees and other expenses relating to its various legal, financial and accounting advisors and any other experts and consultants is estimated at approximately EUR 50 million (taxes excluded).

1.14 Financing of the Offer

In the event that all of the Shares and OCEANEs targeted by the Offer are tendered in the Offer, the total amount of compensation in cash to be paid by the Offeror to the shareholders and/or holders of OCEANEs of the Company who tendered their Shares and/or OCEANEs in the Offer would amount to EUR 3,305,665,559 (expenses and commissions related to the Offer excluded and excluding the financial transaction tax).

The financing of the amounts due by the Offeror in connection with the Offer will be financed by:

• 
  means of shareholder loans from the Offeror's shareholder; and
  
• 
  a EUR 600,000,000 bridge term facility and a EUR 400,000,000 revolving facility that will be available to BRHL UK Holdings Limited to finance the Offer. The proceeds of such facilities will also be available to the Company for the purposes of financing the redemption of the OCEANEs (where applicable) and refinancing its existing financing agreements.
  

1.15 Brokerage fees and compensation of intermediaries

Except as set forth below, no fee or commission will be refunded or paid by the Offeror to a holder who tendered Shares or OCEANEs in the Offer, or to any intermediary or person soliciting the tendering of Shares or OCEANEs in the Offer.

The Offeror will bear the brokerage fees and the related VAT paid by the holders of Shares and holders of OCEANEs having tendered their Shares and/or OCEANEs in the semi-centralized Offer, up to a maximum of 0.3% (excluding VAT) of the amount of the Shares and OCEANEs tendered in the Offer with a maximum of EUR 150 per file (including VAT). Shareholders and holders of OCEANEs eligible for the refund of the brokerage fees as described above (and the related VAT) shall only be the holders of Shares and holders of OCEANEs that are registered in an account on the day preceding the opening of the Offer and that tender their Shares and/or OCEANEs in the semi-centralized Offer. Shareholders and holders of OCEANEs who sell their Shares and/or OCEANEs in the market will not be entitled to the said refund of brokerage fees (and related VAT).

1.16 Offer restrictions outside of France

The Offer has not been subject to any application for registration or approval by any financial market regulatory authority other than the AMF and no measures will be taken in this respect.

The Offer is therefore made to shareholders and holders of OCEANEs of the Company located in France and outside France, provided that the local law to which they are subject allows them to take part in the Offer without requiring that the Offeror complete additional formalities.

Publication of the Draft Offer Document, the Offer, the acceptance of the Offer and the delivery of the Shares or OCEANEs may, in certain jurisdictions, be subject to specific regulations or restrictions. Accordingly, the Offer is not directed at persons subject to such restrictions, either directly or indirectly, and must not be accepted from any jurisdiction where the Offer is subject to restrictions.

Neither the Draft Offer Document nor any other document relating to the Offer constitutes an offer to sell or acquire financial instruments or a solicitation of such an offer in any jurisdiction in which such an offer or solicitation would be unlawful, could not validly be made, or would require the publication of a prospectus or the completion of any other formality under local financial law. Holders of Shares and OCEANEs located outside of France may only participate in the Offer to the extent that such participation is permitted under the local law to which they are subject.

Accordingly, persons in possession of the Draft Offer Document are required to obtain information regarding any applicable local restrictions and to comply with such restrictions. Failure to comply with such restrictions may constitute a violation of applicable securities laws.

The Offeror shall not be liable for any breach by any person of any applicable legal or regulatory restrictions.

United States of America

The Offer is being made for the securities of Neoen, a company incorporated under the laws of France, and is subject to French disclosure and procedural requirements, which differ from those of the United States of America.

The Offer will be made in the United States of America in accordance with section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "

US Exchange Act

"), the rules and regulations promulgated thereunder, including Regulation 14E after application of the exemptions provided by Rule 14d-1(d) of the U.S. Exchange Act (the "Tier II Exemption") and the requirements of French law. Accordingly, the Offer will be subject to certain disclosure and procedural rules, including those relating to the timing of settlement (including as regards the time when the payment of the consideration is rendered) and the purchase of Shares outside the Offer, which are different from the U.S. rules and practices relating to tender offers in the United States of America.

To the extent permissible under applicable laws and regulations, including Rule 14e-5 of the U.S. Exchange Act, and in accordance with French regulations, the Offeror and its affiliates may, directly or indirectly through any financial intermediary, as from the date thereof, and other than pursuant to the Offer, purchase, or arrange, to purchase Shares or OCEANEs, on or off market in accordance with Section 2.9. To the extent that information regarding such purchases or such arrangements is made public in France in accordance with the regulations in force, it will also be made public on the Offeror's website (neoen-offer-brookfield.com) in both French and English language for the purpose of communication to the Company's shareholders and holders of OCEANEs residing in the United States of America as indicated in Section 2.9. In no event will any such purchases be made for a price per Share or OCEANEs that is greater than the respective Offer Price per Share, Offer Price per 2020 OCEANE or Offer Price per 2022 OCEANE. No purchase or arrangement to purchase outside of the Offer will be made by or on behalf of the Offeror in the United States of America.

Payment of the Offer price to the U.S. shareholders and holders of OCEANEs may be a taxable transaction subject to income tax, including U.S. federal income tax and may be a taxable transaction pursuant to French national or regional tax laws, as well as foreign or other tax laws. It is strongly recommended that each U.S. shareholder and holder of OCEANEs immediately seeks independent professional advice regarding the tax consequences of accepting the Offer.

It may be difficult for U.S. shareholders and holders of OCEANEs to enforce their rights under U.S. federal securities laws because the Offeror and the Company are companies headquartered outside the United States of America and some or all of their respective officers and directors are residents of countries other than the United States of America. The U.S. shareholders and holders of OCEANEs may not be able to bring proceedings in a court outside the United States of America against the Company or its officers or directors alleging violations of U.S. securities laws. In addition, it may also be difficult to compel the Company and its affiliates to comply with judgments rendered by a U.S. court.

The Draft Offer Document has not been filed with or reviewed by any federal or state market authority or any other regulatory authority in the United States of America (including the U.S. Securities and Exchange Commission), and none of those authorities has commented on the accuracy or adequacy of the information contained in the Draft Offer Document. Any statement to the contrary would be illegal and could constitute a criminal offence.

For the purposes of the foregoing paragraphs, the U.S. and the United States mean the United States of America, its territories and possessions, or any of those States and the District of Columbia.

1.17 Tax regime of the Offer

The tax regime of the Offer is described in Section 2.15 "Tax regime of the Offer" of the Draft Offer Document.

1. 
   
2. 
   
   SUMMARY OF THE ASSESSMENT OF THE OFFER PRICE
   
   
   

The tables below present the summary of the valuations derived from the valuation methods considered by the Presenting Banks and the premiums implied by the Offer Price per Share, the Offer Price per 2020 OCEANE and the Offer Price per 2022 OCEANE:

1.18 Summary of the information used to assess the Offer Price per Share

1.19 Summary of the information used to assess the Offer Price per 2020 OCEANE

1.20 Summary of the information used to assess the Offer Price per 2022 OCEANE

IMPORTANT DISCLAIMER

This Press Release has been prepared for information purposes only. It does not constitute an offer to purchase.

Publication of this Press Release, the Draft Offer Document, the Offer, the acceptance of the Offer and the delivery of the Shares or OCEANEs may, in certain jurisdictions, be subject to specific regulations or restrictions. Accordingly, the Offer is not directed at persons subject to such restrictions, either directly or indirectly, and must not be accepted from any jurisdiction where the Offer is subject to restrictions.

Neither this Press Release nor any other document relating to the Offer constitutes an offer to sell or acquire financial instruments or a solicitation of such an offer in any jurisdiction in which such an offer or solicitation would be unlawful, could not validly be made, or would require the publication of a prospectus or the completion of any other formality under local financial law. Holders of Shares and OCEANEs located outside of France may only participate in the Offer to the extent that such participation is permitted under the local law to which they are subject.

Accordingly, persons in possession of this Press Release are required to obtain information regarding any applicable local restrictions and to comply with such restrictions. Failure to comply with such restrictions may constitute a violation of applicable securities laws.

Brookfield Renewable Holdings disclaims any liability for any breach of these restrictions by any person.

1

On the basis of share capital of the Company as of 30 November 2024 composed of 152,848,774 Shares representing as many theoretical voting rights, in accordance with the provisions of Article 223-11 of the AMF's General Regulation.

2

It should be noted that these 2024 Free Shares are still under vesting period and are not taken into account in the total of 82,250,985 Shares held directly and indirectly, alone and in concert, by the Offeror.

3

It should be noted that these 2024 Free Shares are still under vesting period and are not taken into account in the total of 82,250,985 Shares held directly and indirectly, alone and in concert, by the Offeror.

4

See footnote n°1.

5

The vesting period of the 2023 Accelerated Free Shares will end on 28 February 2025. Such 2023 Accelerated Free Shares will thus become available on 3 March 2025. As at the date of the Draft Offer Document, the closing date of the Offer has been set on 27 February 2025. In the event such closing date is postponed on or after 3 March 2025, the 2023 Accelerated Free Shares will no longer be considered as Unavailable Free Shares and will be able to be tendered in the Offer. It is further specified that, if the conditions are met, the 2023 Accelerated Free Shares available on 3 March 2025 will be targeted by the Squeeze-Out.

6

Based on the following adjusted conversion ratio (NCER): 1.208.

7

Based on the following adjusted conversion ratio (NCER): 2,506.608.

8

Number of Unavailable PEE Shares as at 30 December 2024.

9

It is specified that part of the treasury shares will be allocated to the beneficiaries of the 2023 Accelerated Free Shares.

10

The vesting period of the 2023 Accelerated Free Shares will end on 28 February 2025. Such 2023 Accelerated Free Shares will thus become available on 3 March 2025. As at the date of the Draft Offer Document, the closing date of the Offer has been set on 27 February 2025. In the event such closing date is postponed on or after 3 March 2025, the 2023 Accelerated Free Shares will no longer be considered as Unavailable Free Shares and will be able to be tendered in the Offer. It is further specified that, if the conditions are met, the 2023 Accelerated Free Shares available on 3 March 2025 will be targeted by the Squeeze-Out.

11

Cartusia SAS, a French

société par actions simplifiée

having its registered office at 59, boulevard d'Inkermann, 92200 Neuilly-sur-Seine, France, registered with the Nanterre Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 878 585 884.

12

Equinox SAS, a French

société par actions simplifiée

having its registered office at 59, boulevard d'Inkermann, 92200 Neuilly-sur-Seine, France, registered with the Nanterre Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 902 145 036.

13

Kampen SAS, a French

société par actions simplifiée

having its registered office at 59, boulevard d'Inkermann, 92200 Neuilly-sur-Seine, France, registered with the Nanterre Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 902 144 930.

14

Hilaris SAS, a French

société par actions simplifiée

having its registered office at 59, boulevard d'Inkermann, 92200 Neuilly-sur-Seine, France, registered with the Nanterre Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 902 144 807.

15

Palancia SAS, a French

société par actions simplifiée

having its registered office at 59, boulevard d'Inkermann, 92200 Neuilly-sur-Seine, France, registered with the Nanterre Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 902 144 658.

16

The RD Shares That May Be Tendered for which Mr. Romain Desrousseaux has decided to make a contribution in kind before the closing of the Offer will not be subject to the Squeeze-Out, it being specified that (i) in the absence of such a decision before the closing of the Offer, all the RD Shares That May Be Tendered will be included in the Squeeze-Out, (ii) in the event that the decision to make the contribution in kind relates to only a portion of the RD Shares That May Be Tendered, the balance of these will be subject to the Squeeze-Out. In any event, it is specified that the available Shares held by Mr. Romain Desrousseaux (other than the RD Shares That May Be Tendered, representing 286.355 Shares on the date of the Draft Offer Document) are subject to the Offer and will be tendered by Mr. Romain Desrousseaux to the Offer.

17

The vesting period of the 2023 Accelerated Free Shares will end on 28 February 2025. Such 2023 Accelerated Free Shares will thus become available on 3 March 2025. As at the date of the Draft Offer Document, the closing date of the Offer has been set on 27 February 2025. In the event such closing date is postponed on or after 3 March 2025, the 2023 Accelerated Free Shares will no longer be considered as Unavailable Free Shares and will be able to be tendered in the Offer. It is further specified that, if the conditions are met, the 2023 Accelerated Free Shares available on 3 March 2025 will be targeted by the Squeeze-Out.

18

"

Trading Day

" for the purposes hereof being a trading day on Euronext Paris. It is being specified that the Offer will be opened in the United States of America and must thus last at least 20 US business days, 17 February 2025 being a bank holiday in the United States of America.

19

BRHL UK Holdings Limited, a private company limited by shares with its registered office at Level 25, One Canada Square, Canary Wharf, London, E14 5AA, United Kingdom, and registered with the Registrar of Companies for England and Wales under number 15684936.

20

BRHL Master UK Holdings Limited, a private company limited by shares with its registered office at Level 25, One Canada Square, Canary Wharf, London, E14 5AA, United Kingdom, and registered with the Registrar of Companies for England and Wales under number 15686067.

21

Brookfield Asset Management Ltd., a Canadian company having its registered office at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia V6E 4N7, Canada, registered with the Corporate Registry (Province of British Columbia) under number BC1370236 (listed on the New York Stock Exchange and on the Toronto Stock Exchange).

22

Brookfield Corporation, a Canadian company having its registered office at Suite 100, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3, organized pursuant to articles of amalgamation under the Business Corporations Act (Ontario) (listed on the New York Stock Exchange and Toronto Stock Exchange).

23

Brookfield Renewable Partners L.P., a Bermuda exempted limited partnership having its registered office at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda established under the provisions of the Bermuda Exempted Partnerships Act 1992 (as amended) together with the Bermuda Limited Partnership Act 1883 (as amended) (listed on the New York Stock Exchange and Toronto Stock Exchange).

24

BRHL Aggregator LP, a Bermuda limited partnership, whose registered office is at 73 Front Street, 5th Floor, Hamilton, HM12 Bermuda.

25

Impala SAS, a French

société par actions simplifiée

having its registered office at 4, rue Euler 75008 Paris, France, registered with the Paris Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 562 004 614, is wholly owned, controlled and managed by Mr. Jacques Veyrat and his family.

26

FSP, a French

société d'investissement à capital variable

, having its registered office at 14 boulevard de la Madeleine, 75008 Paris, France, registered with the Paris Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 753 519 891.

27

Céleste Management SA, a Swiss

société anonyme

having its registered office at Boulevard du Théâtre 12, 1204 Genève, Switzerland, registered with the Commercial Registry of Geneva under IDE number CHE-492.054.856.

28

MOSCA Animation Participations et Conseil SAS, a French

société par actions simplifiée

having its registered office at 20, rue de Turenne 75004 Paris, France, registered with the Paris Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 390 883 411.

29

Shares to be sold by the Selling Shareholders to the Offeror represented 53.32% of the Company's share capital on the Announcement Date and 53.12% of the Company's share capital on the signing date of the SPA. This change results from (i) an increase of the Company's share capital following the Announcement Date, the Company having paid part of its dividends to shareholders in Shares and (ii) the subsequent readjusted number of Shares sold by the Selling Shareholders to the Offeror from 81,149,767 Shares to 81,197,100 Shares.

30

FPCI FONDS ETI 2020, a French professional private equity fund, represented by its management company Bpifrance Investissement, a French

société par actions simplifiée

having its registered office at 27/31, Avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France, registered with the Créteil Trade and Companies Registry (

Registre du Commerce et des Sociétés

) under number 433 975 224 ("

Bpifrance

").

31

On the basis of share capital of the Company as of 30 November 2024 composed of 152,848,774 Shares representing as many theoretical voting rights, in accordance with the provisions of Article 223-11 of the AMF's General Regulation.

32

Cartusia, Equinox, Kampen, Hilaris and Palancia.

33

It is also specified that the Swedish authority for foreign direct investments (

Inspektionen för Strategiska Produkter

) has authorized, following the completion of the Block Trade Acquisition, the potential crossing of the thresholds of 65% and 90% of the Company's voting rights that may occur in the context of the Offer.

34

Based on nameplate DC capacity.

35

This conversion would be done on the basis of the adjusted conversion/exchange ratios, as determined in Section 2.6.

36

For the purpose of this paragraph, and in accordance with the terms and conditions of the OCEANEs, a "business day" means a day (other than a Saturday or a Sunday) (i) on which foreign exchange markets and commercial banks are open for business in Paris (France) and (ii) on which Euroclear France or any successor is operating and (iii) on which the trans-European automated real-time gross settlement express transfer system (known as "TARGET 2"), or any succeeding system is operating.

37

BRHL UK MidCo Limited, a private company limited by shares with its registered office at Level 25, One Canada Square, Canary Wharf, London, E14 5AA, United Kingdom, and registered with the Registrar of Companies for England and Wales under number 15725580.

38

BRHL UK Topco Limited, a private company limited by shares with its registered office at Level 25, One Canada Square, Canary Wharf, London, E14 5AA, United Kingdom, and registered with the Registrar of Companies for England and Wales under number 15722933.

39

Including Mr. Romain Desrousseaux.

40

On the basis of share capital of the Company as of 30 November 2024 composed of 152,848,774 Shares representing as many theoretical voting rights, in accordance with the provisions of Article 223-11 of the AMF's General Regulation.

41

It should be noted that these 2024 Free Shares are still under vesting period and are not taken into account in the total of 82,250,985 Shares held directly and indirectly, alone and in concert, by the Offeror.

42

It should be noted that these 2024 Free Shares are still under vesting period and are not taken into account in the total of 82,250,985 Shares held directly and indirectly, alone and in concert, by the Offeror.

43

See footnote n°40.

44

The vesting period of the 2023 Accelerated Free Shares will end on 28 February 2025. Such 2023 Accelerated Free Shares will thus become available on 3 March 2025. As at the date of the Draft Offer Document, the closing date of the Offer has been set on 27 February 2025. In the event such closing date is postponed on or after 3 March 2025, the 2023 Accelerated Free Shares will no longer be considered as Unavailable Free Shares and will be able to be tendered in the Offer. It is further specified that, if the conditions are met, the 2023 Accelerated Free Shares available on 3 March 2025 will be targeted by the Squeeze-Out.

45

Based on the following adjusted conversion ratio (NCER): 1.208.

46

Based on the following adjusted conversion ratio (NCER): 2,506.608.

47

Number of Unavailable PEE Shares as at 30 December 2024.

48

The vesting period of the 2023 Accelerated Free Shares will end on 28 February 2025. Such 2023 Accelerated Free Shares will thus become available on 3 March 2025. As at the date of the Draft Offer Document, the closing date of the Offer has been set on 27 February 2025. In the event such closing date is postponed on or after 3 March 2025, the 2023 Accelerated Free Shares will no longer be considered as Unavailable Free Shares and will be able to be tendered in the Offer. It is further specified that, if the conditions are met, the 2023 Accelerated Free Shares available on 3 March 2025 will be targeted by the Squeeze-Out.

49

Including Mr. Romain Desrousseaux.

50

The vesting period of the 2023 Accelerated Free Shares will end on 28 February 2025. Such 2023 Accelerated Free Shares will thus become available on 3 March 2025. As at the date of the Draft Offer Document, the closing date of the Offer has been set on 27 February 2025. In the event such closing date is postponed on or after 3 March 2025, the 2023 Accelerated Free Shares will no longer be considered as Unavailable Free Shares and will be able to be tendered in the Offer. It is further specified that, if the conditions are met, the 2023 Accelerated Free Shares available on 3 March 2025 will be targeted by the Squeeze-Out.

51

See footnote n°50.

52

See footnote n°50.

53

Number of PEE Shares as at 30 December 2024.

54

Number of available PEE Shares as at 30 December 2024.

55

Number of Unavailable PEE Shares as at 30 December 2024.

56

To the knowledge of the Offeror, according to the press release published by the Company on 22 May 2024 indicating the share allocation ratio.

57

To the knowledge of the Offeror, according to the press release published by the Company on 22 May 2024 indicating the share allocation ratio.

58

For the purpose of this paragraph, and in accordance with the terms and conditions of the OCEANEs, a "business day" means a day (other than a Saturday or a Sunday) (i) on which foreign exchange markets and commercial banks are open for business in Paris (France) and (ii) on which Euroclear France or any successor is operating and (iii) on which the trans-European automated real-time gross settlement express transfer system (known as "TARGET 2"), or any succeeding system is operating.

59

For the purpose of this paragraph, and in accordance with the terms and conditions of the OCEANEs, "trading day" shall mean any day (other than a Saturday or Sunday) on which the Shares are traded on Euronext Paris, other than a day on which such trading ceases prior to the usual closing time, whether such cessation is scheduled or unscheduled.

60

Corresponding to 101.382% of the par value of the 2022 OCEANE which is €100,000; assuming an effective change of control date on 27 December 2024, which, according to the T&Cs, results in a longstop date for sending the put event notice on 26 January 2025 and for optional redemption date on 7 March 2025.