BRF.PR.A Brookfield Renewable Power Preferred Equity Inc

Brookfield Renewable Power Fund (TSX:BRC.UN) ("Fund") and the Fund's
wholly-owned subsidiary, Brookfield Renewable Power Preferred Equity Inc.
(TSX:BRF.PR.A) ("BRP Equity") today announced that the holders of Class A
Preference Shares, Series 1 (the "Preferred Shareholders") of BRP Equity have
approved a special resolution (the "Arrangement Resolution") in connection with
the previously announced strategic combination (the "Combination") of the
renewable power assets of Brookfield Renewable Power Inc. ("Brookfield Power")
and the Fund to create Brookfield Renewable Energy Partners L.P. ("BREP"), a
publicly-traded partnership focused on renewable power generation.


As described in the management information circular of BRP Equity dated
September 30, 2011 (the "Information Circular"), subject to the satisfaction of
certain conditions, including the approval by the unitholders of the Fund and
the issuance of a final order by the Ontario Superior Court of Justice, the
Combination will be implemented by way of a plan of arrangement (the
"Arrangement") under the Business Corporations Act (Ontario).


On completion of the Arrangement, the Class A Preference Shares, Series 1 will
continue to be outstanding and listed on the Toronto Stock Exchange (under the
current symbol "BRF.PR.A"), the Fund's existing guarantee of the Class A
Preference Shares will be replaced by a guarantee of each of BREP and its key
holding subsidiaries for its Canadian, U.S. and Brazilian operations and certain
amendments to the terms of the Class A Preference Shares will be made to give
effect to the Arrangement, as described in the Information Circular.


The Arrangement Resolution required a favourable vote of not less than 66 2/3%
of the votes cast by Preferred Shareholders represented at the special meeting
of Preferred Shareholders. Based on the voting results, 99.7% of the votes cast
by Preferred Shareholders were voted in favour of the Arrangement Resolution.
The Combination is expected to be implemented this quarter.


This news release shall not constitute an offer to sell or a solicitation of an
offer to buy the limited partnership units of BREP or any other securities, and
shall not constitute an offer, solicitation or sale in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful. The securities
to be offered by BREP have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the U.S. Securities Act. BREP intends to offer and sell its securities in the
United States pursuant to the exemption from registration set forth in Section
3(a)(10) of the U.S. Securities Act.


CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION 

This news release contains forward-looking statements and information within the
meaning of the Canadian securities laws. Forward-looking statements may include
estimates, plans, expectations, opinions, forecasts, projections, guidance or
other statements that are not statements of fact. Forward-looking statements in
this news release include statements regarding the proposed combination of
renewable power assets of Brookfield Power and the Fund as well as the creation
of BREP and the approval, successful completion and timing of the transaction.
Forward-looking statements can be identified by the use of words such as "will",
"expected", "intend", "continue", and targets, or variations of such words and
phrases. Although the Fund and BRP Equity believe that such forward-looking
statements and information are based upon reasonable assumptions and
expectations, they can give no assurance that such expectations will prove to
have been correct. The reader should not place undue reliance on forward-looking
statements and information as such statements and information involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of BREP to differ materially from
anticipated future results, performance or achievement expressed or implied by
such forward-looking statements and information.


Factors that could cause actual results to differ materially from those
contemplated or implied by forward-looking statements include, but are not
limited to, the risk that the conditions precedent to be met, and the approvals
to be obtained, for the Arrangement to occur, are not met or obtained. We
caution that the foregoing important factors that may affect future results is
not exhaustive. Except as required by law, neither the Fund nor BRP Equity
undertakes any obligation to publicly update or revise any forward-looking
statements or information, whether written or oral, that may be as a result of
new information, future events or otherwise.


About Brookfield Renewable Power Fund 

Brookfield Renewable Power Fund (www.brpfund.com) is a premier Canadian income
fund and one of the largest power income funds in North America with more than
1,700 megawatts of power generating capacity and average annual production
exceeding 6,500 gigawatt hours.


The Fund produces electricity exclusively from environmentally friendly and
renewable resources, including 42 high quality hydroelectric generating stations
and two wind farms in four distinct geographic regions across North America:
Quebec, Ontario, British Columbia and New England. 


Brookfield Renewable Power Inc., which comprises most of the power operations of
Brookfield Asset Management Inc., owns approximately 34% of the Fund's
outstanding units on a fully exchanged basis. 


The Fund's units are listed for trading on the Toronto Stock Exchange under the
symbol BRC.UN.

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