Brookfield Renewable : Management Information Circular 2025 (bepc management information circular 2025 english signed)

Brookfield Renewable Corporation

MANAGEMENT INFORMATION CIRCULAR

Annual Meeting - June 16, 2025

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AVAILABILITY OF INVESTOR MATERIALS

An Annual General Meeting of Shareholders of Brookfield Renewable Corporation (the "Corporation" or "BEPC") will be held on Monday, June 16, 2025 at 9:00 a.m. Eastern Daylight Time ("EDT") in a virtual meeting format to:

1. receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2024, including the external auditor's report thereon;

2. elect the board of directors of the Corporation; and

3. appoint the external auditor of the Corporation and authorize the board of directors of the Corporation to set its remuneration.

We will also consider any other business that may properly come before the meeting.

This year's meeting will be held in a virtual meeting format. The Corporation holds its shareholder meetings in a virtual-only format as a cost-effective and sustainable means of engaging with shareholders in a manner that affords equal opportunity to all shareholders to take part in the meeting. Shareholders will be able to listen to, participate in and vote at the meeting in real time through a web-based platform instead of attending the meeting in person.

You can attend and vote at the virtual meeting by visiting https://meetings.lumiconnect.com/400-760-262-753 and entering your user name or control number and password "BEPC2025" (case sensitive). See "Q & A on Voting" in our management information circular dated May 2, 2025 (the "Circular") for more information on how to listen, register for and vote at the meeting.

You have the right to vote at the meeting if you were a shareholder at the close of business on Monday, April 28, 2025. Before casting your vote, we encourage you to review the Circular, including the section entitled "Business of the Meeting".

We are posting electronic versions of the Circular, a form of proxy or voting instruction form, and the Corporation's annual report on Form 20-F (which includes our financial statements for the fiscal year ended December 31, 2024 and related management's discussion and analysis) (collectively, the "investor materials") on our website for shareholder review - a process known as "Notice and Access." Electronic copies of the investor materials may be accessed at https://bep.brookfield.com/bepc under "Notice and Access 2025" and at https://www.sedarplus.ca and https://www.sec.gov/edgar.

If you would like paper copies of any investor materials please contact us at 1-833-236-0278 or [e-mail] and we will mail materials free of charge within three business days of your request, provided the request is made before the date of the meeting or any adjournment thereof. In order to receive investor materials in advance of the deadline to submit your vote, we recommend that you contact us before 9:00 a.m. EDT on June 2, 2025.

Instructions on Voting at the Virtual Meeting

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be able to attend the virtual meeting and vote in real time, provided they are connected to the internet and follow the instructions in the Circular. See "Q & A on Voting" in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will not be able to ask questions or vote at the meeting.

If you wish to appoint a person other than the Management Nominees identified in the form of proxy or voting instruction form (including if you are a non-registered shareholder who wishes to appoint yourself as proxyholder) you must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form. See "Q & A on Voting" in the Circular. These instructions include the additional step of registering your proxyholder with our transfer agent, Computershare Investor Services Inc., after submitting the form of proxy or voting instruction form. Failure to register the proxyholder (including, if you are a non-registered shareholder, failure to appoint yourself as proxyholder) with our transfer agent will result in the proxyholder not receiving a user name to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the virtual meeting but will not be able to ask questions or vote.

Information for Registered Shareholders

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) that attend the meeting online will be able to vote by completing a ballot online during the meeting through the live webcast platform.

If you are not attending the virtual meeting and wish to vote by proxy, we must receive your vote by 5:00 p.m. EDT on June 12, 2025 or, in the event the virtual meeting is adjourned or postponed, not less than two business days prior to the time of the adjourned or postponed meeting (the "Proxy Deadline"). You can cast your proxy vote in the following ways:

• On the Internet at https://www.investorvote.com;

• Mail your signed proxy using the business reply envelope accompanying your proxy; or

• By telephone at 1-866-732-8683 (Toll-free in North America) or 1-312-588-4290 (Direct dial outside North America).

Information for Non-Registered Shareholders

Non-registered shareholders will receive a voting instruction form with their physical copy of this notice. If you wish to vote, but not attend the meeting, the voting instruction form must be completed, signed and returned in accordance with the directions on the form.

If you wish to appoint a proxyholder, you must complete the additional step of registering the proxyholder with our transfer agent, Computershare Investor Services Inc. online at https://www.computershare.com/BEPC by no later than the Proxy Deadline.

By Order of the Board

Jennifer Mazin Managing Partner, Renewable Power & Transition, Co-President and General Counsel

Brookfield Renewable Corporation

May 2, 2025

LETTER TO SHAREHOLDERS

To our shareholders,

On behalf of your Board of Directors, we are pleased to invite you to attend the 2025 annual meeting of Brookfield Renewable Corporation (the "Corporation" or "BEPC").The annual meeting will occur by webcast at 9:00 a.m. on Monday, June 16, 2025. You can read about the business of the meeting in "Part Two" of the accompanying Management Information Circular (the "Circular").

This Circular also provides important information on voting your shares at the meeting, our eight (8) director nominees, our corporate governance practices, and director and executive compensation. Additional details on how to access and participate in our annual meeting can be found in the "Q & A on Voting" section of the Circular.

2024 HIGHLIGHTS

We had a strong year with solid financial performance showcased by double-digit growth in Funds From Operations over the prior year. The Corporation benefited from its large diverse operating fleet, strong all-in power prices and continued growth through development. We generated Funds From Operations of $794 million, up 11% from $716 million in 2023. We advanced commercial priorities to secure our cash flows and development of various projects in our pipeline that will contribute to growth going forward.

As a result of strong financial and operating performance and a robust liquidity position, our Board of Directors approved a quarterly dividend increase of over 5% to $0.373 per share in January 2025.

Following our strong performance in 2024, we are looking forward to the year ahead. Demand for renewable energy and decarbonization solutions is being driven by corporate customers, particularly with the acceleration of digitalization, electrification and reindustrialization in developed markets. Renewable power continues to be the lowest cost source of bulk energy in most markets and is readily deployable, making it the most viable choice to meet accelerating energy demand. Given our scale, technology focus, and available capital, we feel we are the best positioned across the industry to capture this accelerating corporate demand.

BOARD DEVELOPMENTS

After serving as a Board member and as a director of the general partner of BEP since 2020, Mr. Scott Cutler resigned from our Board earlier this year to join the board of directors of Brookfield Asset Management. I want to express our sincere appreciation to Mr. Cutler for his years of dedication and many contributions to Brookfield Renewable and our Board.

SHAREHOLDER MEETING

Please take the time to read our Circular and determine how you will vote your shares.

The Board of Directors wishes to express our appreciation for your continued faith in us and we look forward to meeting with you (virtually) on June 16th.

Yours truly,

Jeffrey Blidner

Brookfield Renewable Corporation Board Chair

May 2, 2025

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

PART ONE - VOTING INFORMATION 1

Use of Certain Terms 1

Who Can Vote 2

Notice and Access 2

Q & A on Voting 3

Principal Holders of Voting Shares 8

PART TWO - BUSINESS OF THE MEETING 10

1. Receiving the Consolidated Financial Statements 10

2. Election of Directors 10

   Voting by Proxy 11

   Director Nominees 11

   Summary of 2025 Nominees for Director 17

   2024 Director Attendance 17

3. Appointment of External Auditor 18

Principal Accounting Firm Fees 18

PART THREE - STATEMENT OF CORPORATE GOVERNANCE PRACTICES 20

Overview 20

Board of Directors 20

Committees of the Board 24

Management Diversity 27

Approach to Sustainability 27

Code of Business Conduct and Ethics 30

Personal Trading Policy 31

PART FOUR - DIRECTOR COMPENSATION AND EQUITY OWNERSHIP 32

Director Compensation 32

Equity Ownership of Directors 33

PART FIVE - REPORT ON EXECUTIVE COMPENSATION 34

Executive Overview 34

Compensation Elements Paid by Brookfield 35

Base Salaries 35

Cash Bonus and Long-Term Incentive Plans 36

Key Accomplishments 38

Performance Graph 38

Summary of Compensation 39

Pension and Retirement Benefits. 44

Termination and Change of Control Benefits 44

PART SIX - OTHER INFORMATION 46

Indebtedness of Directors, Officers and Employees 46

Audit Committee 46

Related Party Transactions 46

Normal Course Issuer Bid 47

Cautionary Statement Regarding the Use of Non-IFRS Measures 47

Availability of Disclosure Documents 48

Other Business 48

Directors' Approval 48

TABLE OF CONTENTS

(continued)

Page

APPENDIX A - CHARTER OF THE BOARD 49

APPENDIX B - CHARTER OF THE AUDIT COMMITTEE 52

Part One - Voting Information This Management Information Circular ("Circular") is provided in connection with the solicitation by management of Brookfield Renewable Corporation ("we," "our" or the "Corporation") of proxies for the Annual General Meeting of Shareholders of the Corporation (the "meeting") referred to in the Corporation's Notice of Annual General Meeting of Shareholders and Availability of Investor Materials dated May 2, 2025 (the "Notice") to be held in a virtual meeting format only on June 16, 2025 at 9:00 a.m. Eastern Daylight Time ("EDT"). See "Q & A on Voting" for further information.

This solicitation will be made primarily by sending proxy materials to shareholders by mail and email, and in relation to the delivery of this Circular, by posting this Circular on our website at https://bep.brookfield.com/bepc under "Notice and Access 2025", on our System for Electronic Document Analysis and Retrieval ("SEDAR+") profile at https://www.sedarplus.ca and on our Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") profile at https://www.sec.gov/edgar pursuant to Notice and Access. See "Notice and Access" below for further information. The cost of solicitation will be borne by the Corporation. The Corporation is a corporation organized under the laws of the Province of British Columbia, Canada, and is a foreign private issuer within the meaning of Rule 3b-4 under the United States Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The solicitation of proxies for the meeting is not subject to the proxy requirements of Section 14(a) of the Exchange Act, and Regulation 14A thereunder, by virtue of an exemption available to proxy solicitations by foreign private issuers. Accordingly, the solicitation contemplated herein is being made to United States shareholders only in accordance with Canadian corporate and securities laws and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada.

The information in this Circular is given as at May 2, 2025, unless otherwise indicated. As the Corporation operates in U.S. dollars and reports its financial results in U.S. dollars, all financial information in this Circular is denominated in U.S. dollars, unless otherwise indicated. All references to $ or U.S.$ are to U.S. dollars, all references to C$ are to Canadian dollars and all references to £ are to British Pound Sterling. For comparability, all Canadian dollar and British Pound Sterling amounts in this Circular have been converted to U.S. dollars at the average exchange rate for 2024 as reported by Bloomberg L.P. ("Bloomberg") of C$1.00 = U.S.$0.7300 and £1.00 = U.S.$1.2782 respectively, unless otherwise indicated.

Use of Certain Terms

Unless the context requires otherwise, when used in this Circular, the terms "BEP", "BRHC", "BRELP", "Brookfield", "Brookfield Asset Management", "Brookfield Corporation", "Brookfield Renewable", "Brookfield Wealth Solutions", "Holding Entities", "Operating Entities" and "the partnership" shall have the meanings set out below.

• "BEP" refers to Brookfield Renewable Partners L.P.;

• "BRELP" refers to Brookfield Renewable Energy L.P.;

• "BRHC" means Brookfield Renewable Holdings Corporation (formerly, Brookfield Renewable Corporation);

• "Brookfield" refers to Brookfield Corporation and its subsidiaries, or any one or more of them, as the context requires, other than entities within Brookfield Renewable and unless the context otherwise requires, includes Brookfield Asset Management;

• "Brookfield Asset Management" refers to Brookfield Asset Management Ltd.;

• "Brookfield Corporation" refers to Brookfield Corporation (formerly Brookfield Asset Management Inc.);

• "Brookfield Renewable" refers to BEP and its controlled entities, including BRELP, the Holding Entities, the Operating Entities and the Corporation, individually or collectively, as applicable;

• "Brookfield Wealth Solutions" means Brookfield Wealth Solutions Ltd. and any subsidiary of Brookfield Wealth Solutions Ltd., as the context requires;

• "Holding Entities" refers to BRP Bermuda Holdings I Limited, Brookfield BRP Holdings (Canada) Inc. and Brookfield BRP Europe Holdings (Bermuda) Limited and any other direct wholly-owned subsidiary of BRELP created or acquired after the date of BRELP's limited partnership agreement;

• "Operating Entities" refers to the subsidiaries of the Holding Entities which, from time to time, directly or indirectly hold, or may in the future hold, assets or operations, including any assets or operations held through joint ventures, partnerships and consortium arrangements (other than the Corporation, BRHC and their respective subsidiaries); and

• "the partnership" refers, unless the context indicates or requires otherwise, to Brookfield Renewable and its controlled subsidiaries, excluding the Corporation.

  Who Can Vote

  As at Monday, April 28, 2025, the Corporation had 144,885,803 class A exchangeable subordinate voting shares ("exchangeable shares") and 43,661 class B multiple voting shares ("class B shares") outstanding. The exchangeable shares are listed on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") under the symbol "BEPC." The class B shares are all held by a subsidiary of BEP (see "Principal Holders of Voting Shares" for further information). Each registered holder of record of exchangeable shares or class B shares as at the close of business on Monday, April 28, 2025 (the "Record Date") is entitled to receive notice of and to vote at the meeting. Except as otherwise provided in this Circular, each holder of an exchangeable share or a class B share on such date is entitled to vote on all matters to come before the meeting or any adjournment thereof, either in person or by proxy.

  The share conditions for the exchangeable shares and class B shares provide that, subject to applicable law and in addition to any other required shareholder approvals, (i) each holder of exchangeable shares is entitled to cast one vote for each exchangeable share held at the Record Date for determination of shareholders entitled to vote on any matter and (ii) each holder of class B shares is entitled to cast a number of votes for each class B share held at the record date for determination of shareholders entitled to vote on any matter equal to: (A) the number that is three times the number of exchangeable shares then issued and outstanding divided by (B) the number of class B shares then issued and outstanding. The effect of the foregoing is that the holders of the class B shares are entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the exchangeable shares. Except as otherwise expressly provided in the Corporation's articles or as required by law, the holders of exchangeable shares and class B shares will vote together and not as separate classes. Together, Brookfield and the partnership hold an approximate 79% voting interest in the Corporation.

  Each exchangeable share has been structured with the intention of providing an economic return equivalent to one non-voting limited partnership unit of BEP (each, a "BEP Unit"). We therefore expect that the market price of our exchangeable shares will be significantly impacted by the market price of BEP Units and the combined business performance of Brookfield Renewable as a whole. In addition to carefully considering the disclosure made in this Circular, you should carefully consider the disclosure made by BEP in its continuous disclosure filings. Copies of BEP's continuous disclosure filings are available electronically on BEP's SEDAR+ profile at https://www.sedarplus.ca and on BEP's EDGAR profile at https://www.sec.gov/edgar.

  Notice and Access

  The Corporation is using the Notice and Access provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 - Continuous Disclosure Obligations ("Notice and Access") to provide meeting materials electronically for both shareholders whose names

  are set out in the Corporation's register for the exchangeable shares maintained by Computershare ("Registered Shareholders") and shareholders who do not hold their exchangeable shares in their own name, but whose exchangeable shares are registered in the name of an Intermediary (as defined below) ("Non-Registered Shareholders"). Instead of mailing meeting materials to shareholders, we have posted this Circular and form of proxy on our website at https://bep.brookfield.com/bepc under "Notice and Access 2025", in addition to posting it on SEDAR+ at https://www.sedarplus.ca and on EDGAR at https://www.sec.gov/edgar. The Corporation has sent the Notice and a form of proxy or voting instruction form (collectively, the "Notice Package") to all shareholders informing them that this Circular is available online and explaining how this Circular may be accessed. The Corporation will not directly send the Notice Package to Non-Registered Shareholders. Instead, the Corporation will pay Intermediaries (as defined below) to forward the Notice Package to all Non-Registered Shareholders.

  The Corporation has elected to utilize Notice and Access because it allows for a reduction in the use of printed paper materials, is consistent with our focus on sustainability and results in significantly lower printing and mailing costs in connection with the meeting.

  Registered Shareholders and Non-Registered Shareholders who have signed up for electronic delivery of this Circular and the Corporation's annual report on Form 20-F for the fiscal year ended December 31, 2024 (which includes our financial statements for the fiscal year ended December 31, 2024 and related management's discussion and analysis) (the "Annual Report on Form 20-F") will continue to receive them by email. No shareholders will receive a paper copy of this Circular unless they contact the Corporation at 1-833-236-0278 or [e-mail] in which case the Corporation will mail this Circular within three business days of any request, provided the request is made before the date of the meeting or any adjournment thereof. We must receive your request before 9:00 a.m. EDT on June 2, 2025 to ensure you will receive paper copies in advance of the deadline to submit your vote. If your request is made after the meeting and within one year of this Circular being filed, the Corporation will mail this Circular within 10 calendar days of such request.

  The deadline for shareholder proposals for the Corporation's 2026 annual general meeting of shareholders is March 16, 2026. Shareholder proposals should be submitted to the Corporation's registered office at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, Canada, V6E 4N7.

  Q & A on Voting

  What am I voting on?

  Resolution Who Votes Board Recommendation

  Election of the Directors exchangeable shareholders; class B shareholders

  FOR each director nominee

  Appointment of the External Auditor and authorizing Directors to set its remuneration

  exchangeable shareholders; class B shareholders

  FOR the resolution

  Who is entitled to vote?

  Holders of exchangeable shares at the close of business on Monday, April 28, 2025 are entitled to one vote per share on the items of business as identified above. Holders of class B shares at the close of business on Monday, April 28, 2025 are collectively entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the exchangeable shares issued and outstanding on the items of business as identified above.

  Registered Shareholders and duly appointed proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder) will be able to attend the virtual meeting, submit questions and vote, provided they are connected to the internet, have a control number and follow the instructions in the Circular. Non-Registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will not be able to ask questions or vote at the virtual meeting.

  Shareholders who wish to appoint a person other than the Management Nominees identified in the form of proxy or voting instruction form (including Non-Registered Shareholders who wish to appoint themselves as proxyholder to vote at the virtual meeting) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Investor Services Inc. ("Computershare"), after submitting the form of proxy or voting instruction form by visiting https://www.computershare.com/BEPC no later than 5:00 p.m. EDT on June 12, 2025 or, in the event the virtual meeting is adjourned or postponed, not less than two business days prior to the time of the adjourned or postponed meeting (the "Proxy Deadline") and providing Computershare with the name and email address of your appointee. Computershare will provide your appointee with a user name which will allow your appointee to log in to and vote at the meeting. Failure to register the proxyholder (including, if you are a Non-Registered Shareholder, failing to appoint yourself as proxyholder) with our transfer agent will result in the proxyholder not receiving a user name to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the virtual meeting but will not be able to ask questions or vote.

  How do I vote?

  Shareholders can vote in one of two ways, as follows:

• by submitting your proxy or voting instruction form (by Internet, by mail or by telephone) prior to the meeting; or

• during the meeting by online ballot through the live webcast platform.

  What if I plan to attend the meeting and vote by online ballot?

  If you are a Registered Shareholder or a duly appointed proxyholder (including a Non-Registered Shareholder who has duly appointed itself as proxyholder), you can attend and vote during the meeting by completing an online ballot through the live webcast platform. Guests (including Non-Registered Shareholders who have not duly appointed themselves as proxyholder) can log into the meeting. Guests will be able to listen to the meeting but will not be able to ask questions or vote during the virtual meeting. The Corporation holds its shareholder meetings in a virtual-only format as a cost-effective and sustainable means of engaging with shareholders in a manner that affords equal opportunity to all shareholders to take part in the meeting.

  In order to attend the virtual meeting, you will need to complete the following steps:

  Step 1: Log in online at:https://meetings.lumiconnect.com/400-760-262-753 Step 2: Follow these instructions:

  Registered Shareholders: Click "I have a Login" and then enter your 15-digit control number found on your form of proxy and the password "BEPC2025" (case sensitive) and click the "Login" button. You will be able to vote by online ballot during the meeting by clicking on the "Vote" tab on the meeting site. If you log in and vote on any matter at the meeting, you will be revoking any and all previously submitted proxies. If you voted by proxy in advance of the meeting and you do not wish to revoke all previously submitted proxies, do not vote by online ballot on any matter at the meeting.

  Duly appointed proxyholders: Click "I have a Login" and then enter your user name provided to you by Computershare and the password "BEPC2025" (case sensitive) and click the "Login" button. You will be able to vote by online ballot during the meeting by clicking on the "Vote" tab on the meeting site. If you log in and vote on any matter at the meeting, you will be revoking any and all previously submitted proxies. If you voted by proxy in advance of the meeting you do not wish to revoke all previously submitted proxies, do not vote by online ballot on any matter at the meeting.

  Guests: Click "I am a guest" and then complete the online form.

  It is your responsibility to ensure internet connectivity for the duration of the meeting and you should allow ample time to log in to the meeting online before it begins.

  What if I plan to vote by proxy in advance of the meeting?

  You can also vote by proxy prior to the Proxy Deadline, as follows:

• to vote by Internet: access https://www.investorvote.com and follow the instructions on the screen. You will need your 15-digit control number, which is printed on the bottom of the first page of the form of proxy sent to you.

• to vote by mail: complete, sign and date your form of proxy and return it in the envelope provided or in one addressed to Computershare Investor Services Inc.:

  Attention: Proxy Department

  100 University Avenue, 8th Floor Toronto, Ontario

  M5J 2Y1

• to vote by telephone: call toll-free in North America at 1-866-732-8683 or outside North America at 1-312-588-4290. You will be prompted to provide the 15-digit control number printed on the bottom of the first page of the form of proxy sent to you. Please note that you cannot appoint anyone other than the directors and officers named on your form of proxy as your proxyholder if you vote by telephone.

If you vote by proxy, your proxy must be received no later than the Proxy Deadline, regardless of the method you choose. If you do not date your proxy, we will assume the date to be the date it was received by Computershare. If you vote by telephone or via the Internet, do not return your form of proxy.

You can appoint the persons named in the form of proxy or some other person (who need not be a shareholder of the Corporation) to represent you as proxyholder at the meeting by writing the name of this person in the blank space on the form of proxy. If you wish to appoint a person other than the Management Nominees identified in the form of proxy you will need to complete the additional step of registering your proxyholder with Computershare at https://www.computershare.com/BEPC by no later than the Proxy Deadline.

If you are a Non-Registered Shareholder and your shares are held in the name of an intermediary such as a bank, trust company, securities dealer, broker or other intermediary (each, an "Intermediary"), and you would like to know how to direct the votes of shares beneficially owned, see "If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?" for voting instructions.

Who is soliciting my proxy?

The proxy is being solicited by management of the Corporation and the associated costs will be borne by the Corporation.

This solicitation will be made primarily by sending proxy materials to shareholders by mail and email, and in relation to the delivery of this Circular, by posting this Circular on our website at https://bep.brookfield.com/bepc under "Notice of Access 2025", on our SEDAR+ profile at https://www.sedarplus.ca and on our EDGAR profile at https://www.sec.gov/edgar pursuant to Notice and Access.

What happens if I sign the proxy sent to me?

Signing the proxy appoints Connor Teskey (Chief Executive Officer), or in the alternative, Patrick Taylor (Chief Financial Officer), or in the alternative, Jennifer Mazin (Co-President and General Counsel) (collectively, the

"Management Nominees"), or another person you have appointed, to vote or withhold from voting your shares at the meeting in accordance with your instructions.

Can I appoint someone other than the Management Nominees to vote my shares?

Yes, you may appoint another person other than the Management Nominees named on the form of proxy to be your proxyholder. Write the name of this person in the blank space on the form of proxy. The person you appoint does not need to be a shareholder. Please make sure that such other person you appoint is attending the meeting and knows he or she has been appointed to vote your shares. You will need to complete the additional step of registering such proxyholder with our transfer agent, Computershare, after submitting the form of proxy or voting instruction form. See "If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?" for instructions on registering your proxy with Computershare. Registered Shareholders may not appoint another person or company as proxyholder other than the Management Nominees named in the form of proxy when voting by telephone.

What do I do with my completed form of proxy?

Return it to Computershare in the envelope provided to you by mail to Computershare Investor Services Inc.: Attention: Proxy Department, 100 University Avenue, 8thFloor, Toronto, Ontario, M5J 2Y1; by no later than the Proxy Deadline. A completed form of proxy should only be returned if you are voting by mail or appointing a proxyholder.

Can I vote by Internet in advance of the meeting?

Yes. If you are a Registered Shareholder, go to https://www.investorvote.com and follow the instructions on the screen. You will need your 15-digit control number, which is printed on the bottom of the first page of the form of proxy sent to you. You must submit your vote by no later than the Proxy Deadline.

If I change my mind, can I submit another proxy or take back my proxy once I have given it?

Yes. If you are a Registered Shareholder, you may deliver another properly executed form of proxy with a later date to replace the original proxy in the same way you delivered the original proxy. If you wish to revoke your proxy, prepare a written statement to this effect signed by you (or your attorney as authorized in writing) or, if the shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the corporation. This statement must be delivered to the Corporate Secretary of the Corporation at the address below no later than 5:00 p.m. EDT on Thursday, June 12, 2025, or, in the event the virtual meeting is adjourned or postponed, not less than two business days prior to the time of the adjourned or postponed meeting. You may also log in and vote by online ballot. Voting on any matter at the meeting by online ballot will automatically revoke your previous proxy.

Attention: Corporate Secretary Brookfield Renewable Corporation

c/o Computershare Investor Services Inc. 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1

If you are a Non-Registered Shareholder, you may revoke a voting instruction form previously given to an Intermediary at any time by written notice to the Intermediary. An Intermediary is not required to act on a revocation of a voting instruction form unless they receive it at least seven calendar days before the meeting. A Non-Registered Shareholder may then submit a revised voting instruction form in accordance with the directions on the form.

How will my shares be voted if I give my proxy?

The persons named on the form of proxy must vote your shares for or against or withhold from voting, in accordance with your directions, or you can let your proxyholder decide for you. If you specify a choice with respect to any matter to be acted upon, your shares will be voted accordingly. In the absence of voting directions, proxies received by management will be voted in favour of all resolutions put before shareholders at the meeting. See "Business of the Meeting" for further information.

What if amendments are made to these matters or if other matters are brought before the meeting?

The persons named on the proxy will have discretionary authority with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the meeting.

As at the date of this Circular, management of the Corporation is not aware of any amendment, variation or other matter expected to come before the meeting. If any other matters properly come before the meeting, the persons named on the form of proxy will vote on them in accordance with their best judgment.

Who counts the votes?

The Corporation's transfer agent, Computershare, counts and tabulates the proxies.

How do I contact the transfer agent?

For general shareholder enquiries, you can contact Computershare as follows:

Mail

Computershare Investor Services Inc. 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1

Telephone

Direct dial outside North America at 514-982-7555

within Canada and the United States toll free at 1-800-564-6253

Online

Email:

[e-mail] Website: https://www.computershare.com

If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?

In many cases, exchangeable shares that are beneficially owned by a Non-Registered Shareholder are registered either:

1. in the name of an Intermediary or a trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or

2. in the name of a depository, such as CDS Clearing and Depository Services Inc. or Depository Trust Company, of which the Intermediary is a participant.

Your Intermediary is required to send you a voting instruction form for the number of exchangeable shares you beneficially own.

Since the Corporation has limited access to the names of its Non-Registered Shareholders, if you attend the virtual meeting, the Corporation may have no record of your shareholdings or of your entitlement to vote unless your Intermediary has appointed you as proxyholder. Therefore, if you wish to vote by online ballot at the meeting, you will need to complete the following steps:

Step 1: Insert your name in the space provided on the voting instruction form and return it by following the instructions provided therein. Step 2: You must complete the additional step of registering yourself (or your appointees, other than if your appointees are the Management Nominees) as the proxyholder with Computershare at https://www.computershare.com/BEPC no later than the Proxy Deadline and providing Computershare with your name and email address or the name and email address of your appointee. Computershare will provide you or your appointee with a username which will allow you or your appointee to log in to and vote at the meeting.

If you are a Non-Registered Shareholder located in the United States and you wish to appoint yourself as a proxyholder, in addition to the steps above, you must first obtain a valid legal proxy from your Intermediary. To do so, please follow these steps:

Step 1: Follow the instructions from your Intermediary included with the legal proxy form and the voting information form sent to you, or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one. Step 2: After you receive a valid legal proxy from your Intermediary, you must then submit the legal proxy to Computershare. You can send the legal proxy by e-mail or by courier to: [e-mail] (if by e-mail), or Computershare Investor Services Inc, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Canada (if by courier). The legal proxy in both cases must be labeled "Legal Proxy" and received no later than the Proxy Deadline. Step 3: Computershare will provide duly appointed proxyholders with a user name by e-mail after the voting deadline has passed. Please note that you are also required to register your appointment as a proxyholder at https://www.computershare.com/BEPC as noted above.

Failing to register online as a proxyholder will result in the proxyholder not receiving a user name, which is required to vote at the meeting. Non-Registered Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting but will be able to attend as a guest.

A Non-Registered Shareholder who does not wish to attend and vote at the meeting and wishes to vote prior to the meeting must complete and sign the voting instruction form and return it in accordance with the directions on the form.

The Corporation has distributed copies of the Notice Package to Intermediaries for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Notice Package to Non-Registered Shareholders.

Non-Registered Shareholders who have not opted for electronic delivery will receive a voting instruction form to permit them to direct the voting of the exchangeable shares they beneficially own. Non-Registered Shareholders should follow the instructions on the forms they receive and contact their Intermediaries promptly if they need assistance.

Principal Holders of Voting Shares

The following table presents information regarding the beneficial ownership of the Corporation's exchangeable shares by Brookfield Corporation. The class A.2 exchangeable shares ("class A.2 exchangeable shares") of BRHC held by Brookfield do not entitle Brookfield to vote at the meeting. However, the class B shares held by Brookfield Renewable (as defined herein) entitle Brookfield Renewable to receive notice of and to vote at the meeting and the class B shares have different voting rights than exchangeable shares. Holders of exchangeable shares hold a 25% voting interest in the Corporation and holders of the class B shares hold a 75% voting interest in the Corporation.

Name Shares Outstanding Number Owned Percentage(a)

Brookfield Corporation(b).............................................................................. 44,813,835 25.0%

Notes

(a)The percentage shown is based on 144,885,803 exchangeable shares issued and outstanding as of April 28, 2025.

(b)Brookfield Corporation may be deemed to be the beneficial owner of (i) 34,719,683 class A.2 exchangeable shares held through wholly owned subsidiaries and which are exchangeable for exchangeable shares on a one for one basis, subject to a restriction that limits the exchange by Brookfield and its subsidiaries of class A.2 exchangeable shares such that exchanges by Brookfield and its subsidiaries may not result in Brookfield and its subsidiaries owning 9.5% or more of the aggregate fair market value of all issued and outstanding shares of the Corporation (the "Ownership Cap"); and (ii) 10,094,152 exchangeable shares held by subsidiaries of Brookfield Wealth Solutions. Brookfield Corporation and Brookfield Wealth Solutions have agreed that all decisions to be made by subsidiaries of Brookfield Wealth Solutions with respect to the voting of the exchangeable shares held by subsidiaries of Brookfield Wealth Solutions will be made jointly by mutual agreement of the applicable Brookfield Wealth Solutions subsidiary and Brookfield Corporation. In addition, BAM Partners Trust (the "BN Partnership") may be deemed a beneficial owner of such exchangeable shares. BN Partnership is a trust established under the laws of Ontario and is the sole owner of the Class B limited voting shares of Brookfield Corporation. The BN Partnership has the ability to appoint one half of the board of directors of Brookfield Corporation and approve all other matters requiring shareholder approval of Brookfield Corporation with no single individual or entity controlling the BN Partnership. As such, the BN Partnership may be deemed to have indirect beneficial ownership of 44,813,835 exchangeable shares. The business address of Brookfield and the BN Partnership is Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3.

The partnership, which itself is controlled by Brookfield Corporation, holds all of the issued and outstanding class B shares, having a 75% voting interest in the Corporation, which entitle the partnership to all of the residual value in the Corporation after payment in full of the amount due to holders of exchangeable shares. Together, Brookfield Corporation and the partnership hold an approximate 79% voting interest on a fully exchanged basis (assuming the maximum permitted number of the class A.2 exchangeable shares held by Brookfield are converted into exchangeable shares).

To the knowledge of the directors and officers of the Corporation, there are no other persons or corporations that beneficially own, exercise control or direction over, have contractual arrangements such as options to acquire, or otherwise hold voting securities of the Corporation carrying more than 10% of the votes attached to any class of outstanding voting securities of the Corporation.

Part Two - Business of the Meeting

We will address three items at the meeting:

1. receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2024, including the external auditor's report thereon;

2. elect directors who will serve until the next annual meeting of shareholders or until their successors are elected or appointed; and

3. appoint the external auditor who will serve until the next annual meeting of shareholders and authorize the directors to set its remuneration.

We will also consider other business that may properly come before the meeting.

As at the date of this Circular, management is not aware of any changes to these items and does not expect any other items to be brought forward at the meeting. If there are changes or new items, you or your proxyholder can vote your shares on these items as you, he or she sees fit. The persons named on the form of proxy will have discretionary authority with respect to any changes or new items which may properly come before the meeting and will vote on them in accordance with their best judgment.

1. Receiving the Consolidated Financial Statements

   The Corporation's consolidated financial statements for the fiscal year ended December 31, 2024 and related management's discussion and analysis are included in our Annual Report on Form 20-F. Our Annual Report on Form 20-F is available on the Corporation's website https://bep.brookfield.com/bepc, under "Notice and Access 2025", on SEDAR+ at https://www.sedarplus.ca and on EDGAR at https://www.sec.gov/edgar, and is being mailed to Registered Shareholders and Non-Registered Shareholders of the Corporation who have contacted the Corporation to request a paper copy of the Annual Report on Form 20-F. Shareholders who have signed up for electronic delivery of the Annual Report on Form 20-F will receive it by email.

2. Election of Directors

   The board of directors of the Corporation (the "Board") is comprised of eight members, all of whom are to be elected at the meeting. Two members of the Board, Eleazar de Carvalho Filho and Randy MacEwen, are not on the board of directors of the general partner of BEP. These non-overlapping directors assist the Corporation with, among other things, resolving any conflicts of interest that may arise from its relationship with the partnership. If you own exchangeable shares or class B shares, you can vote on the election of all eight directors. The following persons are proposed as nominees for election:

   • Jeffrey Blidner

   • Sarah Deasley

   • Nancy Dorn

   • Eleazar de Carvalho Filho

   • Randy MacEwen

   • Lou Maroun

   • Stephen Westwell

   • Patricia Zuccotti

   The appointment of the directors must be approved by a majority of the votes cast by holders of exchangeable shares and class B shares, voting together as a single class.

   Voting by Proxy The Management Nominees designated on the proxy to be completed by shareholders intend to cast the votes represented by such proxy FOR each of the proposed nominees for election by the shareholders as set forth under "Election of Directors" in Part Two of this Circular, unless the shareholder who has given such proxy has directed that such shares be otherwise voted or withheld from voting in the election of directors. Director Nominees

   The Board recommends that the eight director nominees be elected at the meeting to serve as directors of the Corporation until the next annual meeting of shareholders or until their successors are elected or appointed.

   The Board believes that the collective qualifications, skills and experiences of the director nominees allow for the Corporation to continue to maintain a well-functioning Board with a diversity of perspectives. The Board's view is that, individually and as a whole, the director nominees have the necessary qualifications to be effective at overseeing the business and strategy of the Corporation.

   The Corporation was incorporated on October 3, 2024 by the partnership. On December 24, 2024, the partnership, BRHC and the Corporation completed a reorganization through a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") pursuant to which (i) holders of the class A exchangeable subordinate voting shares of BRHC, other than Brookfield, received BEPC exchangeable shares in exchange for their class A exchangeable subordinate voting shares of BRHC on a one-for-one basis; (ii) Brookfield transferred their class A exchangeable subordinate voting shares of BRHC to the Corporation in exchange for class

   A.2 exchangeable shares on a one-for-one basis; (iii) the class A exchangeable subordinate voting shares of BRHC were delisted; and (iv) the exchangeable shares were listed on the NYSE and the TSX.

   In connection with the completion of the Arrangement, each of the directors of BRHC immediately prior to the Arrangement (including each of the nominees for election at the meeting) was elected a director of the Corporation, effective December 23, 2024. All references in this Circular to the "Board" prior to December 23, 2024 refer to board of directors of BRHC prior to December 23, 2024. All references in this Circular to the "Corporation" and the "exchangeable shares" prior to December 24, 2024 refer to BRHC and the class A exchangeable subordinate voting shares of BRHC, respectively.

   Jeffrey Blidner, Eleazar de Carvalho Filho, Nancy Dorn, Lou Maroun, Stephen Westwell and Patricia Zuccotti were all appointed to the Board prior to the completion of the special distribution of exchangeable shares on July 30, 2020 (the "special distribution") (Jeffrey Blidner and Eleazar de Carvalho Filho on June 26, 2020, and Nancy Dorn, Lou Maroun, Stephen Westwell and Patricia Zuccotti on July 16, 2020). Randy MacEwan was appointed to the Board on November 5, 2021 and Sarah Deasley was appointed to the Board on May 5, 2022.

   We expect that each of the director nominees will be able to serve as a director. If a director nominee tells us before the meeting that he or she will not be able to serve as a director, the Management Nominees designated on the form of proxy, unless directed to withhold from voting in the election of directors, reserve the right to vote for other director nominees at their discretion.

   Each director nominee's biography contains information about the director nominee, including his or her background and experience, holdings of exchangeable shares, BEP Units and other public company board positions held, as at April 28, 2025. See "Director Share Ownership Requirements" in Part Three of this Circular for further information on director share ownership requirements.

   The following eight individuals are nominated for election as directors of the Corporation:

   Jeffrey Blidner(a) Age: 77 Director Since: 2020	Mr. Blidner has served as the Chair of the Board since the completion of the special distribution. Mr. Blidner is a Vice Chair and a director of Brookfield Corporation. He serves as Chair of the general partner of BEP and Chair of the general partner of Brookfield Property Partners L.P. ("BPY"). He also serves as a director of the general partner of Brookfield Infrastructure Partners L.P. ("BIP"), the general partner of Brookfield Business Partners ("BBU"), Brookfield Infrastructure Corporation and Brookfield Business Corporation. Prior to joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm where his practice focused on merchant banking transactions, public offerings, mergers and acquisitions, management buy-outs and private equity transactions. Mr. Blidner received his LLB from Osgoode Hall Law School and was called to the Bar in Ontario as a Gold Medalist. Mr. Blidner is not considered an independent director because of his role at Brookfield.
   	Board/ Committee Membership	Public Board Membership During Last Five Years
   	Board	Brookfield Business Partners L.P. / Brookfield Business Corporation	2016/2022 - Present
   Director of the general partner of BEP since 2011		Brookfield Corporation	2013 - Present
   (Affiliated)(d)		Brookfield Renewable Partners L.P./ Brookfield Renewable Corporation	2011/2020 - Present
   		Brookfield Infrastructure Partners L.P./ Brookfield Infrastructure Corporation	2008/2020 - Present(g)
   		Brookfield Property Partners L.P.	2013 - Present
   		Brookfield Property REIT Inc.	2018 - 2021
   	Number of Exchangeable Shares and BEP Units Beneficially Owned, Controlled or Directed
   	Exchangeable Shares	BEP Units	Total Number of Exchangeable Shares and BEP Units(f)
   	-	56,100	56,100

   	Dr. Deasley has been a director of the Corporation since 2022 and is also a director of the general partner of BEP. Dr. Deasley began her career as an economist with the U.K.'s newly created electricity regulator before moving to consultancy in 1994. She is recognized for her work on the implications of the move to a low-carbon economy, including in the areas of hydrogen transition, renewables, heat decarbonization and carbon capture, utilization and storage. In 2013, she was appointed an Executive Director of Frontier Economics, one of Europe's largest economic consultancies, where she focuses predominantly on the energy sector, and she was also appointed as a Non-Executive Director at the North Sea Transition Authority in 2020 where she serves on Nomination, Remuneration and the Audit and Risk Committees. Dr. Deasley has served as a trustee of Sustainability First since 2015 and a member of Carbon Connect's Advisory Board since 2018. Dr. Deasley has a PhD in Economics from Imperial College, London.
   	Board/ Committee Membership	Public Board Membership During Last Five Years
   Sarah Deasley(a) Age: 56 Director Since: 2022
   	Board	Brookfield Renewable Partners L.P./ Brookfield Renewable Corporation	2022/2022 - Present
   Director of the general partner of BEP since 2022 (Independent)(b)	Number of Exchangeable Shares and BEP Units Beneficially Owned, Controlled or Directed
   	Exchangeable Shares	BEP Units	Total Number of Exchangeable Shares and BEP Units(e)
   	10,495	-	10,495

   	Ms. Dorn has been a director of the Corporation since the completion of the special distribution and is also a director of the general partner of BEP. Ms. Dorn is a retired corporate executive and U.S. government official now serving on several private sector, governmental and non-profit boards. Ms. Dorn retired from the General Electric Company in 2017 after serving for 14 years as the leader of the company's government affairs and policy group. Prior to her career at General Electric Company, she served in a number of high-ranking positions in the U.S. Government, including Deputy Director of the Office of Management and Budget under President George W. Bush and Assistant Secretary of the Army (Civil Works) under President George H.W. Bush. She also worked in the Reagan Administration as Special Assistant to the President and in the State and Defense Departments. Ms. Dorn served on the Board of Governors of the Argonne National Laboratory (2018-2024) and on the Saint Simons Island Land Trust (2018-2024) in Saint Simons, Georgia. Ms. Dorn is a graduate of Baylor University.
   	Board/	Public Board Membership During Last Five Years
   Nancy Dorn(a) Age: 66 Director Since: 2020 Director of the general partner of BEP since 2019	Committee Membership
   	Board (Lead Independent Director)	Brookfield Renewable Partners L.P./ Brookfield Renewable Corporation	2019/2020 - Present
   (Independent)(b)	Nominating and Governance Committee
   	Number of Exchangeable Shares and BEP Units Beneficially Owned, Controlled or Directed
   	Exchangeable Shares	BEP Units	Total Number of Exchangeable Shares and BEP Units(e)
   	10,065	1,568	11,633

   Eleazar de Carvalho Filho(a)(f)	Mr. de Carvalho Filho has been a director of the Corporation since the completion of the special distribution and is a former director of the general partner of BEP, serving from 2011 until shortly before completion of the special distribution. Mr. de Carvalho Filho is a founding partner of Virtus BR Partners, an independent advisory company. He was formerly the President and Managing Director of the Brazilian National Development Bank and has served as the Chief Executive Officer of Unibanco Investment Bank and Chairman of Oi S.A. Mr. de Carvalho Filho served as the non-executive Chairman of BHP Billiton Brazil (2006-2011) and served on the board of directors of Petrobras, Eletrobrás and Vale, among others. He also serves on the board of directors of TechnipFMC plc and Companhia Brasileira de Distribuição (Grupo Pão de Açúcar). Mr. de Carvalho Filho is the President of the Board of Trustees of the Brazilian Symphony Orchestra. Mr. de Carvalho Filho holds a Master of Arts in International Relations from The Johns Hopkins University in Washington, D.C. and a Bachelor of Arts with a major in Economics from New York University.
   	Board/ Committee Membership	Public Board Membership During Last Five Years
   Age: 67 Director Since: 2020 Director of the general partner of BEP from 2011-2020	Board Audit Committee(b)	Brookfield Renewable Corporation Grupo Pão de Açúcar TechnipFMC plc Oi S.A.	2020 - Present 2012 - Present 2010 - Present 2018 - 2024
   (Independent)(b)		Cnova N.V.	2014 - 2023
   		Brookfield Renewable Partners L.P.	2011 - 2020
   	Number of Exchangeable Shares and BEP Units Beneficially Owned, Controlled or Directed
   	Exchangeable Shares	BEP Units	Total Number of Exchangeable Shares and BEP Units(e)
   	-	20,000	20,000

   Randy MacEwen(a) Age: 56 Director Since: 2021 (Independent)(b)	Mr. MacEwen has been a director of the Corporation since 2021. He is the President and Chief Executive Officer of Ballard Power Systems and is also a member of the Board of Directors of Ballard Power Systems. Mr. MacEwen has held executive roles in clean energy companies for over 20 years, including in hydrogen, fuel cells and solar. In his earlier career, Mr. MacEwen was a lawyer specializing in mergers and acquisitions and corporate finance. He represents Ballard as a supporting member of the Hydrogen Council. Mr. MacEwen holds a Bachelor of Arts degree and a Bachelor of Law degree.
   	Board/Committee Membership	Public Board Membership During Last Five Years
   	Board	Brookfield Renewable Corporation Ballard Power Systems	2021 - Present 2014 - Present
   	Number of Exchangeable Shares and BEP Units Beneficially Owned, Controlled or Directed
   	Exchangeable Shares	BEP Units	Total Number of Exchangeable Shares and BEP Units(e)
   	17,400	-	17,400

   	Mr. Maroun has been a director of the Corporation since the completion of the special distribution and is also a director of the general partner of BEP. Mr. Maroun was formerly the Executive Chairman of ING Real Estate Canada, and held executive positions in a number of real estate companies where he was responsible for overseeing operations, real estate transactions, financial oversight and management, asset and property management, as well as many other related functions. Mr. Maroun is a director of the general partner of BPY where he is a member of the Audit Committee. Mr. Maroun is also Chairman of Sigma Capital Corporation with an emphasis on business strategy and strategic directions, capital markets management and mergers and acquisitions. Mr. Maroun graduated from the University of New Brunswick with a Bachelor's degree, majoring in psychology, followed by a series of post graduate studies in finance and mortgage underwriting. In 2020, Mr. Maroun received an honorary doctorate from the University of Cape Breton, where he is Chairman of the University's School of Business, Business Advisory Board. Mr. Maroun recently established a new company and is Chairman of Medical Concepts Consulting and Management, a Bermuda exempt corporation. Mr. Maroun is a Fellow of the Royal Institute of Chartered Surveyors
   Lou Maroun(a) Age: 74 Director Since: 2020
   	Board/Committee Membership	Public Board Membership During Last Five Years
   Director of the general partner of BEP since 2011 (Independent)(b)	Board Nominating and Governance Committee (Chair)	Brookfield Renewable Partners L.P./ Brookfield Renewable Corporation Brookfield Property Partners L.P./ Brookfield Property REIT Inc.	2011/2020 - Present 2011/2018 - Present
   	Audit Committee(b)	Summit II REIT	2012 - 2023
   	Number of Exchangeable Shares and BEP Units Beneficially Owned, Controlled or Directed
   	Exchangeable Shares	BEP Units	Total Number of Exchangeable Shares and BEP Units(e)
   	-	106,300	106,300

   Stephen Westwell(a) Age: 66 Director Since: 2020 Director of the general partner of BEP since 2019 (Independent)(b)	Mr. Westwell has been a director of the Corporation since the completion of the special distribution and is also a director of the general partner of BEP. Mr. Westwell was the Chief Executive Officer of EFR Group BV, a European fuel distributor and retailer (2015-2016) and the Chief Executive Officer of Silver Ridge Power Inc., a global solar power company (2013-2014). Mr. Westwell held various management and executive positions for BP plc in South Africa, the United States and the United Kingdom (1988-2007). These executive positions included Chief Executive Officer for BP Solar and Chief Executive Officer for BP Alternative Energy. He served as Group Chief of Staff and member of BP Plc's executive management team in the United Kingdom (2008-2011). Mr. Westwell also worked for Eskom Holdings Limited, the South African power utility, in several operational capacities. Mr. Westwell served as director of Sasol Pty Limited, a global oil and chemical company (2012-2024). Mr. Westwell holds a Bachelor of Science, Engineering from the University of Natal, a Master of Business Administration from the University of Cape Town and a Master of Science in Management from Stanford University.
   	Board/Committee Membership	Public Board Membership During Last Five Years
   	Board Audit Committee(b) Nominating and Governance Committee	Brookfield Renewable Partners L.P./ Brookfield Renewable Corporation Sasol Pty Limited	2019/2020 - Present 2012 - 2024
   	Number of Exchangeable Shares and BEP Units Beneficially Owned, Controlled or Directed
   	Exchangeable Shares	BEP Units	Total Number of Exchangeable Shares and BEP Units(e)
   	9,935	-	9,935

   Patricia Zuccotti(a) Age: 77 Director Since: 2020	Ms. Zuccotti has been a director of the Corporation since the completion of the special distribution and is also a director of the general partner of BEP. Ms. Zuccotti was formerly Senior Vice President, Chief Accounting Officer and Controller of Expedia, Inc. (2005-2011). Prior to joining Expedia, Ms. Zuccotti was the Director, Enterprise Risk Services of Deloitte & Touche LLP (2003-2005). Ms. Zuccotti is a director of the general partner of BBU and also a director of Brookfield Business Corporation where she is the Chair of the Audit Committee. Ms. Zuccotti is a Certified Public Accountant (inactive) and received her Master of Business Administration, majoring in accounting and finance, from the University of Washington and a Bachelor of Arts, majoring in political science, from Trinity College.
   	Board/Committee Membership	Public Board Membership During Last Five Years
   	Board Audit Committee (Chair)(c)	Brookfield Business Partners L.P./ Brookfield Business Corporation Brookfield Renewable Partners L.P./ Brookfield Renewable Corporation	2016/ 2022 - Present 2011/ 2020 - Present
   Director of the general partner of BEP since 2011
   	Number of Exchangeable Shares and BEP Units Beneficially Owned, Controlled or Directed
   (Independent)(b)
   	Exchangeable Shares	BEP Units	Total Number of Exchangeable Shares and BEP Units(e)
   	4,939	13,365	18,304

   Notes:

   (a)Jeffrey Blidner principally lives in Ontario, Canada. Sarah Deasley principally lives in London, United Kingdom. Nancy Dorn principally lives in Georgia, United States. Eleazar de Carvalho Filho principally lives in Sao Paulo, Brazil. Randy MacEwen principally lives in British Columbia, Canada. Lou Maroun principally lives in Warwick, Bermuda. Stephen Westwell principally lives in London, United Kingdom. Patricia Zuccotti principally lives in Washington, United States.

   (b)"Independent" refers to the Board's determination of whether a director nominee is "independent" under Section 1.2 of National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"). Mr. de Carvalho Filho and Mr. MacEwen are the non-overlapping board members of the Corporation who assist the Corporation with, among other things, resolving any conflicts of interest that may arise from its relationship with BEP.

   (c)Patricia Zuccotti is the chair of the Audit Committee and is our audit committee financial expert. The Audit Committee consists solely of independent directors, each of whom are persons determined by the Corporation to be financially literate within the meaning of National Instrument 52-110 - Audit Committees. Each of the Audit Committee members has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

   (d)"Affiliated" refers to a director nominee who (i) owns greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) or (ii) within the last two years has directly or indirectly (A) been an officer of or employed by the Corporation or any of its affiliates, (B) performed more than a de minimis amount of services for the Corporation or any of its affiliates, or (C) had any material business or professional relationship with the Corporation other than as a director of the Corporation. "De minimis" for the purpose of this test includes factors such as the relevance of a director's interest in the Corporation to themselves and to the Corporation.

   (e)The Corporation requires its directors who are not affiliated with Brookfield to hold sufficient exchangeable shares and/or BEP Units such that the acquisition cost of the exchangeable shares and/or BEP Units held by such director is equal to at least two times their annual retainer for serving as a director of the Corporation and the general partner of BEP, as applicable, as determined by the Board from time to time (the "Director Share Ownership Requirement"). Independent directors of the Corporation are required to meet the Director Share Ownership Requirement within five years of their date of appointment to the Board. The value of two times the annual retainer for each such director is

   $330,000. For more information, see "Director Share Ownership Requirements" in Part Three of this Circular.

   (f)In January 2018, after serving as a strategic advisor to certain bondholders, Mr. de Carvalho Filho was appointed to the transitional board of directors of Oi S.A., a telecommunications company in Brazil under bankruptcy protection. In September 2018, Mr. de Carvalho Filho was elected to the board of directors of Oi S.A. for a two-year term and was elected Chairman. Mr. de Carvalho Filho was re-elected as a director and Chairman of Oi S.A. in October 2020 and March 2023. In December 2024, Mr. de Carvalho Filho ceased to be a director of Oi S.A. as he did not stand for re-election. As of the date of this Circular, Oi S.A. remains under bankruptcy protection. Mr. de Carvalho Filho was not on the board of directors at the time that Oi S.A. entered bankruptcy protection.

   (g)Jeffrey Blidner was a director of Brookfield Infrastructure Holdings Corporation (formerly, Brookfield Infrastructure Corporation) from 2020 to December 28, 2024 and has served as a director of Brookfield Infrastructure Corporation since December 23, 2024.

   Summary of 2025 Nominees for Director

   The following summarizes the qualifications of the 2025 director nominees that led the Board to conclude that each director nominee is qualified to serve on the Board.

   All Director Nominees Exhibit:

   • High personal and professional integrity and ethics

   • A commitment to sustainability and social issues

     • A proven record of success An inquisitive and objective perspective

     • Experience relevant to the Corporation's global activities

     • An appreciation of the value of good corporate governance

   The Board is comprised of eight directors, which the Corporation considers an appropriate number given the diversity of its operations and the need for a variety of experiences and backgrounds to effectively oversee the governance of the Corporation and provide strategic advice to management. The Corporation reviews the expertise of incumbent and proposed directors in numerous areas, including those listed in the chart below.

   Director Nominees	Corporate Strategy and Business Development	Mergers, Acquisitions and Divestures	Leadership of a Large / Complex Organization	Risk Management	Legal & Regulatory	Environmental, Social and Governance Matters	Industry Experience
   Jeffrey Blidner	√	√		√	√	√	infrastructure, power, private equity, property
   Sarah Deasley	√	√		√	√	√	economic policy, government and regulatory, energy, energy
   							transition
   Nancy Dorn	√		√	√	√	√	government and regulatory, manufacturing, infrastructure,
   							power
   Eleazar de Carvalho Filho	√	√	√	√		√	banking, energy, telecommunications, infrastructure
   Randy MacEwen	√	√	√	√	√	√	energy, power, manufacturing,
   							hydrogen
   Lou Maroun	√	√	√	√	√	√	real estate, infrastructure,
   Stephen Westwell	√	√	√	√	√	√	energy, government and
   							regulatory, security, power
   Patricia Zuccotti	√	√	√	√		√	private equity, risk
   							management, accounting

   2024 Director Attendance

   We believe the Board cannot be effective unless it governs actively. We expect our directors to attend all Board meetings and all of their respective committee meetings. Directors may participate by video or teleconference if they are unable to attend in person. The table below shows the number of Board and committee meetings each director attended in 2024. The Board and the Audit Committee meet in camera without management present at all meetings, including those held by teleconference.

   Directors	Independent	All	Board	Audit Committee	Nominating and Governance Committee
   Jeffrey Blidner	no	6 of 6 100%	6 of 6	-	-
   Scott Cutler(a)	yes	6 of 6 100%	6 of 6	-	-
   Sarah Deasley	yes	6 of 6 100%	6 of 6	-	-
   Nancy Dorn	yes	9 of 11 82%	5 of 6	-	4 of 5
   Eleazar de Carvalho Filho	yes	12 of 12 100%	6 of 6	6 of 6	-
   Randy MacEwen	yes	6 of 6 100%	6 of 6	-	-
   Lou Maroun(b)	yes	14 of 14 100%	6 of 6	3 of 3	5 of 5
   Stephen Westwell(c)	yes	15 of 15 100%	6 of 6	6 of 6	3 of 3
   Patricia Zuccotti	yes	12 of 12 100%	6 of 6	6 of 6	-

   Notes

   1. Scott Cutler resigned as a director of the Corporation effective February 21, 2025.

   2. Lou Maroun was appointed to the Audit Committee on June 24, 2024. Two regular Audit Committee meetings and one special Audit Committee meeting were held in 2024 during the period in which he was a member of the Audit Committee of the Corporation.

   3. Stephen Westwell was appointed to the Nominating and Governance Committee on June 24, 2024. Two regular Nominating and Governance Committee meetings and one special Nominating and Governance Committee meeting were held in 2024 during the period in which he was a member of the Nominating and Governance Committee of the Corporation.

3. Appointment of External Auditor

On recommendation of the Audit Committee, the Board proposes the reappointment of Ernst & Young LLP ("EY") (PCAOB ID: 1263) as the external auditor of the Corporation. EY is the principal external auditor of the Corporation. EY has served as the external auditor of the Corporation since 2020. The appointment of the external auditor must be approved by a majority of the votes cast by holders of exchangeable shares and class B shares, voting together as a single class.

On any ballot that may be called for in the appointment of the external auditor, the Management Nominees designated on the form of proxy intend to vote such shares FOR reappointing EY, an Independent Registered Public Accounting Firm, as the external auditor, and authorizing the directors to set the remuneration to be paid to the external auditor, unless the shareholder has specified on the form of proxy that the shares represented by such proxy are to be withheld from voting in relation to the appointment of the external auditor. Principal Accounting Firm Fees

Aggregate fees billed to the Corporation for the fiscal year ended December 31, 2024 by EY amounted to approximately $13.3 million, comprised of audit, audit-related fees and tax fees. Fees reported for a particular year include differences between actual and planned amounts from the prior year, if applicable.

From time to time, EY also provides consultative and other non-audit services to the Corporation, its subsidiaries and affiliates pursuant to an Audit and Non-Audit Services Pre-Approval Policy (the "Audit Policy"). The Audit Policy governs the provision of audit and non-audit services by the external auditor and is annually reviewed by the Audit Committee. The Audit Policy provides for the Audit Committee's pre-approval of permitted audit, audit-related, tax and other non-audit services. It also specifies a number of services the provision of which is not permitted by the external auditor, including the use of the external auditor for, among other things, bookkeeping, the preparation of financial information, financial information system design and implementation assignments.

The following table sets forth further information on the fees billed by EY to the Corporation for the fiscal years ended December 31, 2024 and December 31, 2023.

$ thousands	2024	2023
Audit fees	12,821	11,123
Audit-related fees	461	488
Tax fees	34	243
Total fees	13,316	11,854

Audit fees include fees for the audit of our annual consolidated financial statements, internal control over financing reporting and interim reviews of the consolidated financial statements included in our quarterly interim reports. These fees also include fees for the audit or review of financial statements for certain of our subsidiaries, including audits of individual assets to comply with lender, joint venture partner or regulatory requirements.

Audit-related fees relate primarily to services pertaining to financial due diligence, capital market transactions, U.S. Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") readiness activities, our Annual Report on Form 20-F and other securities related matters. Audit-related fees also include sustainability and other services.

Tax fees include professional services related to tax compliance, tax advice and tax planning in connection with domestic and foreign operations and corresponding tax implications.

The Audit Committee has received representations from EY regarding its independence and has considered the relations described above in arriving at its determination that EY is independent of the Corporation in the context of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

Part Three - Statement of Corporate Governance Practices Overview

The Corporation's corporate governance policies and practices are comprehensive and consistent with the guidelines for corporate governance adopted by Canadian Securities Administrators. The Corporation's corporate governance practices and policies are also consistent with the requirements of the U.S. Securities and Exchange Commission, the listing standards of the NYSE and the applicable provisions under the Sarbanes-Oxley Act, as amended.

The structure, practices and committees of the Board, including matters relating to the size, independence and composition of the Board, the election and removal of directors, requirements relating to board action and the powers delegated to the Board committees, mirror the practices of the partnership and are governed by the Corporation's articles and policies adopted by the Board. The Board is responsible for exercising the management, control, power and authority of the Corporation except as required by applicable law or the Corporation's articles. The following is a summary of certain provisions of the Corporation's articles and policies that affect the Corporation's governance.

Board of Directors

The Board is currently comprised of eight directors. The Board may consist of between three and eleven directors or such other number of directors as may be determined from time to time by a resolution of the shareholders of the Corporation and subject to the Corporation's articles. At least three directors and at least a majority of the directors holding office must be independent of the Corporation and Brookfield, as determined by the Board using the standards for independence established under applicable securities laws. Two members of the Board, Eleazar de Carvalho Filho and Randy MacEwen, are not on the board of directors of the general partner of BEP. These non-overlapping members of the Board assist the Corporation with, among other things, resolving any conflicts of interest that may arise from our relationship with the partnership.

Election and Removal of Directors

The Board is elected by the holders of exchangeable shares and class B shares of the Corporation and each of the Corporation's current directors will serve until the next annual meeting of shareholders of the Corporation or his or her death, resignation or removal from office, whichever occurs first. Vacancies on the Board may be filled and additional directors may be added by a resolution of the shareholders of the Corporation or a vote of the directors then in office. A director may be removed from office by a resolution duly passed by the shareholders of the Corporation. A director will be automatically removed from the Board if he or she becomes bankrupt, insolvent or suspends payments to his or her creditors or becomes prohibited by law from acting as a director. The Board has not adopted a majority voting policy for the election of directors. The Corporation is exempt from the TSX's requirement to adopt such policy because the partnership, through its ownership of class B shares, has a 75% voting interest in the Corporation and is able to control the election and removal of directors serving on the Board. See Item 3.D "Risk Factors-Risks Relating to BEPC's Relationship with Brookfield and the Partnership-Brookfield exercises substantial influence over our group and it is highly dependent on the Service Provider" in our Annual Report on Form 20-F. As a result of the partnership's voting interest, a majority voting policy would not serve a useful purpose for a majority controlled company like the Corporation.

Term Limits and Board Renewal

The Nominating and Governance Committee (as defined below) reviews and assesses the qualifications of candidates to join the Board with the goal, among other things, of reflecting a balance between the experience that comes with longevity of service on the Board and the need for renewal and fresh perspectives.

The Board does not have a mandatory age for the retirement of directors and there are no term limits nor any other mechanisms in place that operate to compel board turnover. While we believe that mandatory retirement ages, director term limits and other board turnover mechanisms are overly prescriptive, we also believe that periodically adding new voices to the Board can help us adapt to a changing business environment.

As such, the Nominating and Governance Committee reviews the composition of the Board on a regular basis in relation to approved director criteria and skill requirements and recommends changes as appropriate (see the "Nominating and Governance Committee" section in this Statement of Corporate Governance Practices for further information on the Corporation's process to identify candidates for election to the Board).

Board Diversity Policy

The Corporation has a board diversity policy. The diversity policy is informed by Brookfield Renewable's deep roots in many global jurisdictions and the belief that the Board should reflect a diversity of backgrounds relevant to its strategic priorities. When we consider diversity, this includes (but is not limited to) such factors as diversity based on gender, race and ethnicity, as well as diversity of business expertise and international experience.

All Board appointments are based solely on merit, having due regard for the benefits of diversity so that each nominee possesses the necessary skills, knowledge and experience to serve effectively as a director. Therefore, in the director identification and selection process, gender diversity influences succession planning and is one criterion in adding new members to the Board. We appreciate the benefits of leveraging a range of diverse talents and perspectives and we are committed to pursuing the spirit and letter of the diversity policy. The Nominating and Governance Committee is responsible for overseeing the implementation of the diversity policy and for monitoring progress towards achieving its objectives.

Currently, three of the Corporation's directors are women. Each qualifies as independent and is standing for re-election. Therefore, if all of the director nominees are elected at the meeting, there will be three women on the Board, or approximately 43% of the independent directors on the Board and 38% of the entire Board. The diversity policy does not set any formal targets on diversity, including gender diversity, for directors at this time, because of the current need for geographic diversity of directors and the emphasis on subject matter expertise.

As of December 31, 2024 As of December 31, 2023

Number % Number %

Women on the Board 3 33% 3 30%

Mandate of the Board

The Board oversees the management of the Corporation's business and affairs directly and through two standing committees: the Audit Committee and the Nominating and Governance Committee (each a "Committee" and collectively, the "Committees"). The responsibilities of the Board and each Committee, respectively, are set out in written charters, which are reviewed and approved annually by the Board. All Board and Committee charters are posted on the Corporation's website, https://bep.brookfield.com/bepc under "Corporate Governance." The Board charter is also attached as Appendix A to this Circular and the Audit Committee charter is also attached as Appendix B to this Circular.

The Board is, among other things, responsible for:

• Supervising the affiliates of Brookfield who are engaged in the provision of management services (collectively, the "Service Provider") under the master services agreement among the Corporation, BEP, BRHC, the Service Provider, the Service Recipients (as defined in the Master Services Agreement), BRELP and others, as amended from time to time (the "Master Services Agreement");

• Capitalizing and financing the Corporation's interest in the Operating Entities that are controlled by BRHC; and

• Overseeing the activities of the Corporation.

  Meetings of the Board

  The Board holds at least four scheduled meetings a year, all chaired by the Chair of the Board, or in the absence of the Chair, such other directors as nominated by the directors who are in attendance. The Board is responsible for its agenda. Prior to each Board meeting, the Chair of the Board discusses agenda items for the meeting with a representative of the Service Provider. Materials are distributed to directors in advance of meetings so that they have sufficient time to review and consider them.

  The Board meets at least quarterly to review and approve the Corporation's quarterly earnings and consider dividend payments and review specific items of business, including transactions and strategic initiatives. Meeting frequency may change depending on the opportunities or risks faced by the Corporation. The Board holds additional meetings as necessary to consider special business.

  In 2024, there were four regularly scheduled Board meetings and two special meetings for a total of six Board meetings. Four regular meetings are scheduled for 2025.

  Meetings of Independent Directors

  At all quarterly meetings, the independent directors hold meetings without the presence of management and the directors who are not independent.

  There were four meetings of independent directors during 2024.

  Independent Directors

  At least three directors and at least a majority of the directors holding office must be independent of BEP's general partner and Brookfield, as determined by the Board using the standards for independence established under applicable securities laws. In addition, the Corporation must have one director that does not overlap with the board of directors of the general partner of BEP. The Corporation obtains information from its directors annually to assess and determine their independence. The Board decides which directors are considered to be independent based on the recommendation of the Nominating and Governance Committee, which evaluates director independence based on the guidelines set forth under applicable stock exchange guidelines and securities laws.

  In this process, the Board conducts an analysis of each director nominee to determine if they are an affiliated director (all director nominees who are also current members of management are, by definition, affiliated directors) or an independent director.

  The Chair of the Board is Jeffrey Blidner, who is not an independent director. However, each of the Committees is fully comprised of independent directors and the Board has a lead independent director, Nancy Dorn. In addition, special committees of independent directors may be formed from time to time to review particular matters or transactions. The Board encourages regular open dialogue between the independent directors and the Chair to discuss matters raised by independent directors.

  At all quarterly meetings, the independent directors hold meetings without the presence of management and the directors that are not independent. The Board has also adopted certain conflicts management policies to govern its practices in circumstances in which conflicts of interest with Brookfield may arise. See Item 6.C "Board Practices -Transactions Requiring Approval by Independent Directors" and See Item 6.C "Board Practices - Transactions Requiring Approval by Independent Directors - Transactions in Which a Director Has an Interest", and Item 7.B "Related Party Transactions - Conflicts of Interest and Fiduciary Duties" in the Corporation's Annual Report on Form 20-F.

  The following table shows the directors standing for election at the meeting and whether each nominee will be an Independent, Affiliated or Management director.

  Independent(a)Affiliated(b)Management(c)Reason for Affiliated or Management Status Jeffrey Blidner Mr. Blidner is a Vice Chair of Brookfield Corporation Sarah Deasley 

  Nancy Dorn 

  Eleazar de Carvalho 

  Filho

  Randy MacEwen 

  Lou Maroun 

  Stephen Westwell 

  Patricia Zuccotti 

  Notes

  (a)"Independent" refers to the Board's determination, based on the recommendation of the Nominating and Governance Committee, of whether a director nominee is "independent" under Section 1.2 of NI 58-101.

  (b)"Affiliated" refers to a director nominee who (a) owns greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) or (b) within the last two years has directly or indirectly (i) been an officer of or employed by the Corporation or any of its affiliates, (ii) performed more than a de minimis amount of services for the Corporation or any of its affiliates, or (iii) had any material business or professional relationship with the Corporation other than as a director of the Corporation. "De minimis" for the purpose of this test includes factors such as the relevance of a director's interest in the Corporation to themselves and to the Corporation.

  (c)"Management" refers to a director nominee who is a current member of management of Brookfield Corporation.

  The Board considers that the seven directors listed as "Independent" above (88% of the Board) are independent.

  Other Directorships

  The following director nominees are also directors of other reporting issuers (or the equivalent in foreign jurisdictions):

• Jeffrey Blidner: Brookfield Corporation; Brookfield Infrastructure Corporation; Brookfield Business Corporation; the general partner of each of BEP, BPY, BIP and BBU

• Eleazar de Carvalho Filho: TechnipFMC plc; Companhia Brasileira de Distribuição (Grupo Pão de Açúcar)

• Sarah Deasley: the general partner of BEP

• Nancy Dorn: the general partner of BEP

• Randy MacEwen: Ballard Power Systems

• Lou Maroun: the general partner of BEP and the general partner of BPY

• Stephen Westwell: the general partner of BEP

• Patricia Zuccotti: the general partner of BEP; the general partner of BBU; Brookfield Business Corporation

Expectations of Directors

The Board has adopted a charter of expectations for directors (the "Charter of Expectations"), which sets out the Corporation's expectations for personal and professional competencies, share ownership, meeting attendance, conflicts of interest, changes of circumstance and resignation events.