Filing of a Draft Offer Document Relating to the Simplified Tender Offer for the Neoen Shares and Bonds Convertible into and/or Exchangeable for New and/or Existing Neoen Shares Initiated by Brookfield Renewable Holdings SAS

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 ( www.amf-france.org ) and may be obtained free of charge from: 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: 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 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: the Synthetic Share Plan provides for a linear vesting of the Synthetic Shares over a period of five years (with customary accelerated vesting provisions); 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. 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 ( www.amf-france.org ).

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 Sh.