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Brookfield Renewable Corp
Symbol BEPC
Shares Issued 148,274,532
Close 2026-10-28 C$ 41.35
Market Cap C$ 6,131,151,898
Recent Sedar+ Documents

Brookfield Renewable delays vote on restructuring

2026-10-28 16:53 ET - News Release

See News Release (C-BEP) Brookfield Renewable Partners LP

Ms. Marie Fuller reports

BROOKFIELD RENEWABLE ANNOUNCES EXTENSION OF VOTING DEADLINE AND NEW MEETING DATE FOR PROPOSED CORPORATE SIMPLIFICATION

Brookfield Renewable Partners LP has extended the voting deadline in respect of the previously announced proposed corporate structure simplification in order to allow additional time for BEP unitholders to submit their votes.

  • Despite almost unanimous support for the Simplification by unitholders casting votes, more voter participation is required to achieve the approval threshold of at least two-thirds of all outstanding units to support.
  • The special meeting of unitholders has been rescheduled for Nov. 30, 2026, at (Toronto time) to allow more time for unitholders who have not yet voted to submit their vote.
  • Unitholders who have questions or need assistance voting their units should contact Laurel Hill Advisory Group, by e-mail at assistance@laurelhill.com, or by texting info to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).

The updated deadline for registered unitholders to cast their votes by proxy is 5 p.m. ET on Nov. 25, 2026. Unitholders who have already submitted a proxy or voting instruction form do not need to vote again for the postponed unitholders' meeting.

As a result, the unitholders' meeting, will now be held virtually on Nov. 30, 2026, at 12 p.m. (Toronto time). The record date for determining unitholders eligible to vote at the unitholders' meeting remains Aug. 21, 2026.

Voting support received to date

The proxies received from BEP unitholders to date show overwhelming support for the simplification, with approximately 99.7 per cent of the votes cast being in favour of the simplification as of the close of business on Oct. 27, 2026. The unitholders' meeting is being postponed in order to allow additional time for unitholders to submit their votes with respect to the BEP transaction Resolutions (as defined below), which require approval by the affirmative vote of unitholders holding BEP units that in the aggregate represent at least two-thirds (66.66* per cent) of all of the outstanding BEP units as of the close of business on the record date.

As a reminder, at the unitholders' meeting, BEP unitholders are being asked to consider and, if deemed advisable, pass (i) a resolution approving the plan of arrangement by which the simplification will be implemented, and (ii) a resolution approving an amendment to BEP's limited partnership agreement to, among other things, provide for the simplification.

The board of directors of BEP, based in part on the unanimous recommendation of its nominating and governance committee (consisting entirely of independent directors) and the fairness opinion received from Scotiabank, unanimously determined that the simplification is in the best interests of BEP, and has unanimously resolved to approve the simplification and recommend that BEP unitholders vote in favour of the simplification. ISS and Glass Lewis have each recommended that BEP unitholders vote for the simplification.

Next steps and reminder to BEP unitholders; your vote is important, regardless of how many BEP units you own

BEP unitholders who have not yet voted are encouraged to vote their units today, and in any event in advance of the updated proxy deadline of 5 p.m. (Toronto time) on Nov. 25, 2026. Every vote is important regardless of the number of BEP units held, and unitholders are reminded that their participation is necessary in order for the simplification to proceed as planned. Unitholders who have already submitted a proxy or voting instruction form do not need to vote again. In addition, BEP unitholders who wish to submit a unitholder notice (as defined in the joint management information circular of BEP and BEPC dated Aug. 26, 2026)) should complete, sign and return the unitholder notice in accordance with the instructions set forth as soon as possible, and in any event at least two business days prior to the closing of the simplification.

Brookfield Renewable expects the simplification to be tax-deferred for Canadian and U.S. investors and completed without any meaningful cost to the business, while providing securityholders with the following benefits, among others:

  • Improved consolidated trading liquidity through a single listed security;
  • Increased demand from current indices and potential additional index inclusion;
  • Stronger alignment with long-term capital allocation trends toward indexable and ETF-eligible corporate securities;
  • Simplified investor analysis, screening and benchmarking through a single listed reporting entity;
  • Broader access to a larger pool of investors who prefer corporate structures;
  • Enhanced governance framework and voting rights for public securityholders;
  • For BEP unitholders, elimination of onerous partnership tax reporting forms and preferential dividend tax rates for many Canadian and U.S. taxable investors.

Additional information is also available on the company's website.

BEP unitholders who have questions or require voting assistance

Brookfield Renewable has retained Laurel Hill Advisory Group as its proxy solicitation agent. If you have any questions about the unitholders' meeting or require assistance voting please contact Laurel Hill:

Toll-free:  1-877-452-7184 (toll-free in North America)

International:   1-416-304-0211

Text:  text info to either number above

E-mail:  assistance@laurelhill.com

Brookfield Renewable may also use the services of Broadridge Investor Communications to assist eligible beneficial unitholders with voting their units over the telephone with Laurel Hill. Many unitholders are eligible to vote quickly and easily over the phone, via e-mail or text message to help achieve the simplification.

Status of the BEPC shareholders' meeting

As previously announced, holders of Class A exchangeable subordinate voting shares and Class B multiple voting shares of Brookfield Renewable Corp. (BEPC) (New York Stock Exchange, Toronto Stock Exchange: BEPC) approved the special resolution approving the plan of arrangement by which the simplification will be implemented at the special meeting of BEPC shareholders held on Oct. 14, 2026, and all shareholder approvals required to implement the simplification in respect of BEPC have been obtained. Completion of the simplification remains conditional upon the approval of the BEP transaction Resolutions by BEP unitholders at the unitholders' meeting.

If the necessary securityholder approvals are obtained, the hearing to obtain the final order from the Supreme Court of British Columbia approving the Simplification is expected to be held on or about Dec. 3, 2026. Subject to the receipt of the final order, it is anticipated that the simplification will be completed in the fourth quarter of 2026.

For additional information on the simplification, please see the joint management information circular filed with the applicable Canadian securities regulators and with the united States Securities and Exchange Commission, which is available on SEDAR+ and on EDGAR. Unitholders are urged to read the circular carefully.

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

About Brookfield Renewable LP

Brookfield Renewable operates one of the world's largest publicly traded platforms for renewable power and sustainable solutions. The company's renewable power portfolio consists of hydroelectric, wind, utility-scale solar, distributed solar and storage facilities, and its sustainable solutions assets include its investment in a leading global nuclear services business and a portfolio of investments in carbon capture and storage capacity, agricultural renewable natural gas, materials recycling, and e-fuels manufacturing capacity, among others. Investors can access the portfolio either through Brookfield Renewable Partners LP, a Bermuda-based limited partnership, or Brookfield Renewable, a Canadian corporation.

Brookfield Renewable is the flagship listed energy company of Brookfield Asset Management, a global alternative asset manager, headquartered in New York with over $1-trillion of assets under management.

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