Brookfield Corporation (TSX:BN) and Brookfield Asset Management Ltd. (TSX:BAM) proposed to acquire remaining 46.65% stake in Neoen S.A. (ENXTPA:NEOEN) from ETI 2020, FPCI a fund managed by Bpifrance Investissement SAS, Bertrand Dumazy, Stéphanie Levan, Helen Lee Bouygues and others for ?2.8 billion on May 29, 2024. Brookfield filed an all-cash mandatory tender offer for all of the remaining shares and outstanding convertible bonds (?OCEANEs?) in Neoen at a price of ?39.85 per Share, ?48.13 per 2020 OCEANE (the "Offer Price per 2020 OCEANE"), and ?101,086 per 2022 OCEANE (the "Offer Price per 2022 OCEANE"). As of June 24, 2024, Brookfield has also entered into a tender agreement with Bpifrance, through its ETI 2020 fund, according to which the latter has undertaken to tender all the shares held in Neoen, representing 4.36% of Neoen's share capital, in the tender offer that will be launched by Brookfield after completion of the Block Acquisition 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 Shares, following adjusted conversion ratio (NCER) of 1.2077, and as at the date of the Draft Offer Document, a maximum number of 7,519,824 new Shares following adjusted conversion ratio (NCER) of 2,506.6079. As of January 2, 2025, The offeror launched tender offer at a price ?39.85 per Share (the "Offer Price per Share"), ?48.14 per 2020 OCEANE (the "Offer Price per 2020 OCEANE"), and ?101,382,00 per 2022 OCEANE (the "Offer Price per 2022 OCEANE"). 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. As of the date of this Draft Offer, Brookfield Renewable Holdings directly holds 81,197,100 Shares (i.e. 53.12% of the share capital and 53.19% of the voting rights of the Company). 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. As of January 24, 2025 , Brookfield has decided to increase the price offered for the 2022 OCEANEs from ?101,382 to ?105,000. 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.

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 ?600 million bridge term facility and a ?400 million 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 offer for the purposes of financing the redemption of the OCEANEs (where applicable) and refinancing its existing financing agreements.

The Board of Directors of Neoen, in a meeting on May 29, 2024, unanimously welcomed the proposed transaction without prejudice to the reasoned opinion to be issued by the Board following the submission of the report of the independent expert. The Board views Brookfield?s proposal as an opportunity to enhance Neoen?s development and growth over the long term. The Board of Directors of Neoen S.A. formed a special committee for the transaction. Overall, the Independent Expert concludes that the Offer price of ?48.14 per OCEANE 2020 and ?101,382 per OCEANE 2022 is fair from the financial point of view for the holders of Neoen's OCEANE 2020 and 2022, including in the event of the implementation of a Squeeze Out. Board of Directors considers that the Offer is in the interests of the Company, its shareholders, the holders of OCEANE 2020 and OCEANE 2022 and its employees and accordingly recommends that the shareholders and holders of OCEANEs tender their shares and OCEANEs to the Offer. The tender offer is expected to be completed during Q1 2025. The duration of the Offer will be 21 Trading Days will start on January 30, 2025 and will end on February 27, 2025. As on February 13, 2025, The French financial markets authority (AMF) has given the green light to Brookfield. At end-2024, Brookfield finalised the acquisition of a 53.12% stake in Neoen in a block deal. The offer period will last a month, between February 13, 2025 and March 13, 2025 and if all conditions are met, a squeeze-out will be carried out.

Société Générale Société anonyme acted as financial advisor for Brookfield Asset Management Ltd. and Brookfield Corporation. BNP Paribas SA acted as financial advisor for Brookfield Asset Management Ltd. and Brookfield Corporation. Benjamin de Blegiers, Gilles Lebreton, Alexandre Merle, David Tayar, Daniel Zerbib, Chloé Desreumaux, Fabien Jacquemard, Gauthier Martin, Clémence Graffan, Florence Aubonnet, Anne Lemercier, Alexandre Lagarrigue, Olivier Plessis, Hugues Martin-Sisteron, Alexandre Couturier, Véronique De Hemmer Gudme, Alice Dunoyer de Segonzac, Nadia Kalic, and Chad Bochan of Clifford Chance LLP for Brookfield. Bank Of America Merrill Lynch International DAC, France Branch acted as financial advisor for Neoen S.A. Bredin Prat & Associes acted as legal advisor for Neoen S.A. Gide Loyrette Nouel A.A.R.P.I. acted as legal advisor for Neoen S.A. FINEXSI, SA, Financial Advisory Arm acted as fairness opinion provider for Neoen S.A.

Brookfield Corporation (TSX:BN) and Brookfield Asset Management Ltd. (TSX:BAM) completed the acquisition of remaining 46.65% stake in Neoen S.A. (ENXTPA:NEOEN) from ETI 2020, FPCI a fund managed by Bpifrance Investissement SAS, Bertrand Dumazy, Stéphanie Levan, Helen Lee Bouygues and others on March 13, 2025. The terms on conditions to implement a squeeze-out procedure on Neoen's shares and OCEANEs 20225 being met, and in accordance with the intent expressed in the offer document, Brookfield Renewable Holdings will request that the French financial markets authority (the "AMF") initiates the squeeze-out procedure for the remaining shares and OCEANEs 2022 at their respective Offer price, net of costs and fees, namely: ?39.85 per share, and ?103,562.50 (ex-coupon6) per OCEANE 2022.