Press release relating to the resignation of Bpifrance Investissement from his position as board member and co-optation of Ms. Emmanuelle Rouchel

NOT TO DISTRIBUTE, PUBLISH OR DISSEMINATE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY OTHER JURISDICTION IN WHICH DISTRIBUTION, PUBLICATION OR DISSEMINATION WOULD BE PROHIBITED.

Resigna on of Bpifrance Inves ssement from its posi on as board member and co-opta on of Ms. Emmanuelle Rouchel, President of Brookfield Renewable Holdings

PARIS, 26 February 2025:

Neoen's Board of Directors has decided to co-opt, on the recommenda on of the Governance and CSR Commi ee, Ms. Emmanuelle Rouchel, President of Brookfield Renewable Holdings, as board member, replacing Bpifrance Inves ssement - represented by Ms. Vanessa Giraud, who has resigned. 

This co-opta on took effect on February 25, 2025, for the remainder of Bpifrance Inves ssement's term of office, i.e. un l the end of the Annual General Mee ng approving the financial statements for the year ending December 31, 2024. This agreement is subject to ra fica on at the next Annual General Mee ng of Shareholders of Neoen.

The resigna on of Bpifrance Inves ssement follows the tender, on February 13, 2025, of all its Neoen shares to the simplified tender offer ini ated by Brookfield Renewable Holdings (the "Offer"), in accordance with its tender undertaking dated June 24, 2024 (the terms of which further detailed in Brookfield Renewable Holdings' offer document).

The Offer is opened un l 13 March 2025 (included)^[1].

The Offer being a mandatory simplified cash tender offer, it will not be reopened a er 13 March 2025. The results of the Offer should be published on 18 March 2025.

As previously stated, if the condi ons are met at the closing of the Offer, Brookfield Renewable Holdings will request the implementa on of a squeeze-out procedure on the remaining Neoen shares and OCEANEs at their respec ve Offer price.

The documenta on rela ng to the Offer (including Brookfield Renewable Holdings' offer document approved by the AMF under the reference 25-030 and Neoen’s response document approved by the AMF under the reference 25-031) is available on the dedicated transac on websites of Neoen (www.neoen.com) and of Brookfield Renewable Holdings (www.neoen-offer-brookfield.com) as well as on the AMF's website (www.amf-france.org).

Emmanuelle Rouchel is a Senior Vice President and General Counsel for Brookfield Renewable Power & Transi on Group in Europe. In this role, she is responsible for the legal affairs of Brookfield Renewable in Europe, working closely with Brookfield’s por olio companies in the region. Prior to joining Brookfield in 2015, Emmanuelle Rouchel worked as a lawyer in U.S. law firms and then in-house in the interna onal upstream oil & gas sector. Emmanuelle Rouchel holds a Graduate Business degree from Paris Graduate School of Management (ESCP), a Post-graduate degree following a Master in Business Law from University of Law Paris II / Panthéon-Assas and a Post-graduate Law degree from Columbia Law School, as well as a Fulbright scholarship.

Her interna onal experience, par cularly in the renewable energies sector, will be a valuable contribu on to the board and to Neoen's development.

Terms of the Offer

Brookfield Renewable Holdings’ Offer is priced at 39.85 euros per share, represen ng a premium of 40.3% and 43.5% respec vely over the 3-month and 6-month VWAP of Neoen shares as of 29 May 2024 (i.e. the trading day preceding the announcement of the transac on).

The prices of 48.14 euros and of 105,000.00 euros (coupon a ached)² respec vely per OCEANE 2020 and OCEANE 2022 are in line with the Offer price for the shares and the terms of each OCEANE.

It is reminded that Neoen’s Board of Directors, upon recommenda on of the ad hoc Commi ee, confirmed that the Offer was in the interest of the company, its employees, and its shareholders and conver ble bondholders and recommended to shareholders and conver ble bondholders to tender their securi es into the Offer.

Finexsi, ac ng as independent expert, has issued a report concluding that the financial terms of the Offer are fair for Neoen’s shareholders and conver ble bondholders³.

In the U.S., the Offer is made in compliance with the U.S. tender offer rules, including Regula on 14E under the U.S. Securi es Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and the "Tier II" exemp on in respect of securi es of foreign private issuers provided by Rule 14d-1(d) under the U.S. Exchange Act. 

For further informa on, a toll-free number has been made available to retail Neoen shareholders to answer any ques ons regarding the Offer during the Offer opening period: 0 800 91 88 94. 

D.F. King Ltd is ac ng as informa on agent for Neoen's ins tu onal shareholders (contact: Mr David Chase Lopes, Managing Director, EMEA, david.chaselopes@d ingltd.co.uk).

Contacts :

Neoen

2      The amount of the Offer price per 2022 OCEANE is 103,562.50 euros ex-coupon, the amount of the coupon, to be detached on 12 March 2025, being 1,437.50 euros.

3      See Finexsi's updated version of its report dated 27 January 2025 and Finexsi's supplementary note reproduced in Neoen's response document.

Neoen

Founded in 2008, Neoen is one of the world’s leading independent producers of exclusively renewable energy, with exper se in power genera on – solar and onshore wind power – and storage. Neoen plays an ac ve role in accelera ng the energy transi on of the countries where it operates by delivering clean, compe vely-priced local energy. Neoen is a high-growth company: its capacity in opera on or under construc on has quadrupled over the last six years, and now stands at 8.9 GW, with the ambi on to reach 10 GW in 2025. 

Neoen operates near close to 200 assets across three con nents. Its flagships include Western Downs Green Power Hub in Australia, comprised of the largest solar farm in the country (460 MWp) and Western Downs Ba ery (212 MW / 424 MWh); Collie Ba ery (219 MW / 877 MWh) one of the world’s most powerful large-scale storage systems; France’s most powerful solar farm (300 MWp) in Cestas; and Finland’s largest wind farm (404 MW) in Mutkalampi. 

Neoen is listed in Compartment A of Euronext’s market in Paris (ISIN code: FR0011675362, Ticker: NEOEN). Since December 27, 2024, Neoen is majority-owned by Brookfield Renewable Holdings SAS, which filed in January 2025 a simplified cash tender offer for the remaining Neoen shares and OCEANEs.  

For more informa on: www.neoen.com 

DISCLAIMER 

The foregoing relates to the tender offer filed by Brookfield Renewable Holdings SAS, pursuant to the General Regula ons of the Autorité des marchés financiers, on all shares and OCEANEs of Neoen (the "Offer").

The Offer is not and will not be made in any jurisdic on where it would not be permi ed under applicable law.

The Offer has not been subject to any applica on for registra on or approval by any financial market regulatory authority other than the AMF and no measures will be taken in this respect. Neither the offer document, the response document nor any other document rela ng to the Offer cons tutes an offer to sell or acquire financial instruments or a solicita on of such an offer in any jurisdic on in which such an offer or solicita on would be unlawful, could not validly be made, or would require the publica on of a prospectus or the comple on of any other formality under local financial law. 

The holders of Neoen shares and OCEANEs located outside of France can only par cipate in the Offer if permi ed by the local laws to which they are subject, without Brookfield Renewable Holdings SAS having to carry out addi onal formali es. Publica on of the offer document, the response document, the Offer, the acceptance of the Offer and the delivery of the Shares or OCEANEs may, in certain jurisdic ons, be subject to specific regula ons or restric ons. Holders of Neoen shares and OCEANEs located outside of France may only par cipate in the Offer to the extent that such par cipa on is permi ed under the local law to which they are subject. Accordingly, persons in possession of the Dra Offer Document are required to obtain informa on regarding any applicable local restric ons and to comply with such restric ons. Failure to comply with such restric ons may cons tute a viola on of applicable securi es laws. Brookfield Renewable Holdings SAS and Neoen shall not be liable for any breach by any person of any applicable legal or regulatory restric ons.

The Offer is made in the United States of America in accordance with Sec on 14(e) of the U.S. Securi es Exchange Act of 1934, as amended, (the "U.S. Exchange Act") the rules and regula ons promulgated thereunder, including Regula on 14E a er applica on of the exemp ons provided by Rule 14d-1(d) of the U.S Exchange Act (the "Tier II" exemp on) and the requirements of French law.