DESCRIPTION OF THE NOTES
Brookfield BRP Holdings (Canada) Inc. (the Issuer) will issue $350,000,000 aggregate principal amount of 4.625% Perpetual
Subordinated Notes (the Notes) under an indenture, to be dated as of the date the Notes are originally issued (the Base Indenture), among the Issuer, Brookfield Renewable Partners L.P. (the
Partnership or BEP), Brookfield Renewable Energy L.P. (BRELP), BRP Bermuda Holdings I Limited (LATAM Holdco), Brookfield BRP Europe Holdings (Bermuda) Limited (Euro
Holdco), Brookfield Renewable Investments Limited (InvestCo), BEP Subco Inc. (Canada SubCo and collectively with BEP, BRELP, LATAM Holdco, Euro Holdco and InvestCo, the Guarantors),
and Computershare Trust Company, N.A., as trustee (the Trustee), as supplemented by a supplemental indenture, to be dated as of the date the Notes are originally issued (the Supplemental Indenture and, together
with the Base Indenture, the Indenture), among the Issuer, the Guarantors and the Trustee. The Indenture and the Trustee are subject to the U.S. Trust Indenture Act of 1939, as amended. The Trustee will initially act as Paying
Agent for the Notes.
The following is a summary of the material rights, privileges, restrictions, obligations and conditions attaching to
the Notes and certain provisions of the Indenture and is intended to supplement, and to the extent inconsistent, to replace, the more general terms and provisions of the debt securities described in the accompanying base shelf prospectus, to which
we refer you. This summary is qualified in its entirety by the provisions of the Indenture and the Notes. You should read the Indenture and the Notes in their entirety. Copies of the Indenture and the Notes may be obtained upon request to the
Partnership at the address set forth under Documents Incorporated by Reference.
Unless otherwise indicated, defined
terms used in this section apply only to this Description of the Notes section and not to any other sections of this prospectus supplement.
General
The Notes will be unsecured
subordinated obligations of the Issuer and will initially be limited to up to $350,000,000 aggregate principal amount, all of which will be issued under the Indenture. The Notes will bear interest at the rate of 4.625% per annum from April 15, 2021,
or from the most recent interest payment date to which interest has been paid or provided for, payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing on July 30, 2021.
The Notes will be fully and unconditionally guaranteed, on a subordinated basis, as to payment of principal, premium (if any) and interest and
certain other amounts by the Guarantors (such guarantees, collectively, the Guarantees).
The Notes are perpetual
securities in respect of which there is no fixed maturity date or fixed redemption date.
Further Issuance
The Notes will constitute a new series of Securities under the Indenture, initially limited to up to $350,000,000 in aggregate principal
amount. Under the Indenture the Issuer may, from time to time, without the consent of the holders of the Notes, issue additional notes of the same series of Securities of which the Notes are a part from time to time in the future with terms (other
than the Issue Date, issue price and, possibly, the First Call Date and the date interest starts accruing) identical to the Notes issued hereby. The Notes offered by this prospectus supplement and any additional notes of such series that we may
issue in the future shall constitute a single series of Securities under the Indenture; provided that such additional notes shall only be issued if they are fungible with the original Notes for U.S. federal income tax purposes. This means
that, in circumstances in which the Indenture provides for the holders of Securities of any series to vote or take any other action as a single class, the Notes offered hereby and any additional notes of such series of notes that we may issue by
reopening such series will vote or take that action as a single class.
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