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

Offer Overview - Brookfield Renewable Holdings SAS has initiated a simplified tender offer for Neoen shares and OCEANEs at EUR 39.85 per share, EUR 48.14 per 2020 OCEANE, and EUR 101,382.00 per 2022 OCEANE [2][14] - The offer will last for 21 trading days and is subject to review by the French stock market authority (AMF) [2][3] Offer Details - The offer price represents a 26.9% premium over the last closing price on the announcement date and premia of 40.3% and 43.5% over the 3-month and 6-month volume-weighted average price respectively [71] - Brookfield Renewable Holdings currently holds 53.12% of Neoen's share capital and voting rights following a Block Trade Acquisition [16][51] Company Background - Neoen, founded in 2008, has established itself as a significant player in the global renewable energy sector with 10.36 GW of secured capacity and 20.3 GW of advanced pipeline [39][41] - The company operates in 15 countries, with a strong presence in France and Australia, and has grown its assets from 2 GW to 8 GW since 2018 [46] Strategic Intentions - Brookfield views Neoen as a high-quality developer and operator of renewable assets, believing it will complement Brookfield's existing renewable power portfolio [42][70] - The Offeror intends to operate Neoen as a standalone company while supporting its growth strategy and maintaining its existing management team [60][66] Future Plans - Brookfield plans to continue Neoen's strategy of geographic and technological diversification, focusing on core assets and regions with the most potential for value creation [62][63] - The Offeror intends to support Neoen's debt capital markets strategy and gradually expand corporate financing facilities as the business grows [64] Squeeze-Out Procedure - If less than 10% of shares are not tendered, Brookfield intends to implement a squeeze-out procedure to acquire the remaining shares at the offer price [9][10] - The squeeze-out may lead to the delisting of Neoen's shares from Euronext Paris [68]