Brookfield Renewable Corporation (BEPC) Earnings Call Transcript

Good morning, everyone. It's now 10:00 a.m. in Toronto, and time to begin the Special Meeting of Shareholders of Brookfield Renewable Corporation. My name is Jeffrey Blidner, and as Chair of the Board, it's my pleasure to chair this meeting. On behalf of the Board and its management team, I'd like to extend a warm welcome to everyone joining us today. Today's meeting of shareholders is being held in connection with the proposed reorganization of our company by way of a plan of arrangement. The arrangement is designed to maintain the benefits of Brookfield Renewable's business structure, while addressing proposed amendments to the Income Tax Act of Canada that are expected to result in additional costs to our company if no action is taken. Following the arrangement, holders of Class A exchangeable subordinate voting shares, which we refer to as Class A shares, will own an economically equivalent security in a new corporation that provides the same economic benefits and governance as investing in our company today. We will rename our current company as Brookfield Renewable Holdings Corporation and the new corporation that you will be a shareholder of will be renamed Brookfield Renewable Corporation. Further information about the arrangement is detailed in the management information circular was issued in connection with this meeting. These materials can be found on our website. Voting during the meeting will take place on our virtual meeting platform. I'd like to ask Jennifer Mazin, our General Counsel, Corporate Secretary and today's moderator to set up the voting procedure for the meeting and the process to submit questions.

Thank you, Jeff. Adoption of the motion requires the favorable vote of: one, at least 66 2/3 of the votes cast at the meeting or by proxy by the holders of each of the Class A shares and the Class B multiple voting shares, which we will refer to at this meeting as the Class B shares voting together; two, at least 66 2/3 of the votes cast at the meeting or by proxy by the holders of Class A shares voting separately as a class. And three, at least 66 2/3 of the votes cast at the meeting or by proxy by the holders of Class B shares voting separately as a class. Every Class A shareholder that votes on the Arrangement Resolution will receive 1 vote in respect of each Class A share held at the close of business on October 21, 2024. For the vote of Class A and Class B shareholders voting together, holders of the Class B shares as at the close of business on October 21, 2024, are entitled to cast in the aggregate a number of votes equal to 3x the number of votes attached to the Class A shares with the result that the Class A shares as a class collectively hold 25% of the outstanding votes and the Class B shares, all of which are held by a subsidiary of Brookfield Renewable Partners LP holds 75% of the outstanding votes. For the vote of Class B shareholders voting separately as a class, every Class B shareholder that votes on the Arrangement Resolution will receive 1 vote in respect of each Class B share held at the close of business on October 21, 2024. Voting will be open for the special resolution on the plan of arrangement, which we will refer to as the Arrangement Resolution throughout the meeting. This will allow you to choose to vote on the Arrangement Resolution immediately or to wait until the conclusion of discussion on the Arrangement Resolution prior to casting your vote. If you voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. By voting at the virtual meeting on any matter, your previously submitted votes in respect of such matter will be automatically revoked. To vote on a poll, click the voting tab on the left side of your screen. For those using a mobile device, the tabs are located at the bottom of your screen. The item to be voted on will appear in a column, and you can make your selection. A confirmation message will appear directly above the item once a vote is cast. We welcome questions from our shareholders, which may be submitted by typing the question into the virtual meeting platform using the messaging tab on the left side of your screen. For those using a mobile device, the tabs are located at the bottom of your screen. Please click the send arrow once you have finished typing your question. I will read out the question and ask a member of management to respond to it. If we receive many questions that are similar, we will read one of the questions and indicate that we have received many similar questions. Only registered shareholders or proxy holders are able to submit questions at this meeting. If you connected to this meeting as a guest, you will not be able to submit a question at this meeting. We will endeavor to answer all questions submitted during the allotted time. We recommend that you submit any questions relating to the motion being tabled as soon as possible, as it may take time for the virtual meeting platform to process them.

Thanks, Jen. I now call the meeting to order and ask Computershare Investor Services, Inc. by its representative, Paul Allen, to act as scrutineer. I also ask Jennifer to act as the Secretary of the meeting. In the event of a series technological failure that prevents the meeting from continuing, the meeting will be rescheduled, and you'll be appropriately notified. As outlined in our management information circular, there is one item of business to be considered today to consider a special resolution approving the arrangement, the full text of which is set forth in Appendix A to the circular. As mentioned, in connection with the business to be dealt with today, all voting will be conducted online through the virtual meeting platform. Voting is now open. In order to expedite today's meeting, I've asked Wyatt Hartley, our CFO, to move the Arrangement Resolution. I'm advised that the notice calling this meeting and the Management Information Circular were disseminated to voting shareholders in accordance with all applicable laws. I ask the Secretary to keep a copy of the notice and proof of mailing with the minutes of the meeting. Based on the scrutineers' preliminary report on attendance, the Secretary has confirmed that there is a quorum. I therefore declare the meeting to be properly constituted the transaction of the business for which it has been called. As I previously mentioned, the only item of business today is the approval of the Arrangement Resolution. This meeting is being held pursuant to an order of the Supreme Court of British Columbia, the full text of which is set forth in Appendix E of the Management Information Circular. If the Arrangement Resolution is approved, the final hearing of the court to approve the arrangement is scheduled to take place on December 9, 2024, 9:45 a.m. Pacific Time. As stated in the circular, the Board of Directors recommends that shareholders vote in favor of the Arrangement Resolution.

Mr. Chair, I move that the Arrangement Resolution set forth in Appendix A of the Management Information Circular be approved.

Thank you, Wyatt. The resolution has been moved and the motion is now before the meeting for discussion. I'll pause for a second to see if anyone has any questions.