Brookfield Asset Management Inc. (TSX:BAM.A), Brookfield Renewable Power Inc.,
Brookfield Renewable Power Fund (TSX:BRC.UN) and Brookfield Renewable Power
Preferred Equity (TSX:BRF.PR.A)


Brookfield Renewable Power Inc. ("Brookfield Power") announced today that
noteholders ("Noteholders") of its 5.25% Medium Term Notes, Series 3, 5.84%
Medium Term Notes, Series 4, 6.132% Medium Term Notes, Series 6 and 5.14% Medium
Term Notes, Series 7 (collectively, the "Notes") have approved an extraordinary
resolution (the "Extraordinary Resolution") in connection with the strategic
combination (the "Combination") of all of Brookfield Power's assets located in
Canada, the United States and Brazil with the renewable power assets of
Brookfield Renewable Power Fund (the "Fund") to create Brookfield Renewable
Energy Partners L.P. ("BREP").


As described in the Information Circular of Brookfield Power dated September 28,
2011 (the "Information Circular"), subject to the satisfaction of certain
conditions, including the approval by the unitholders of the Fund and the
approval by the Ontario Superior Court of Justice, the Combination will be
implemented by way of a plan of arrangement under the Business Corporations Act
(Ontario).


Provided that all approvals and conditions precedent for the completion of the
plan of arrangement are satisfied or waived, and the steps described in the
arrangement for the transfer of Brookfield Power's renewable power assets to
BREP and its related entities are completed, the Extraordinary Resolution that
Noteholders approved earlier today authorized: 




--  the assumption and substitution of BRP Finance ULC, a newly formed,
    single purpose subsidiary of BREP, as the issuer of the Notes; 
    
    
--  the acceptance of guarantees from BREP and each of Brookfield Renewable
    Energy L.P., Brookfield BRP Holdings (Canada) Inc. and BRP Bermuda
    Holdings I Limited, the key holding subsidiaries of BREP; 
    
    
--  the release and discharge of all obligations of Brookfield Power under
    and in respect of the Notes and the trust indenture governing the Notes;
    and 
    
    
--  the execution and delivery of a supplemental trust indenture, an amended
    and restated trust indenture and such other documents as may be
    necessary to give effect to the Extraordinary Resolution and the matters
    described in the Information Circular.
    



The Extraordinary Resolution required a favourable vote of not less than 66 2/3%
of the aggregate principal amount of the Notes represented and voted at the
special meeting of noteholders. Based on the voting results, 99.96% of the
aggregate principal amount of the Notes represented and voted by voting
Noteholders were voted in favour of the Extraordinary Resolution. The matters
approved by Noteholders earlier today are expected to be implemented in the
fourth quarter of 2011.


A copy of the Information Circular is available under Brookfield Power's issuer
profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com and on Brookfield Power's website at www.brookfieldpower.com.


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 matters contemplated by the
Extraordinary Resolution, the creation of BREP and the approval, successful
completion and timing of the implementation of the plan of arrangement.
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 Brookfield Power believes that such forward-looking statements
and information are based upon reasonable assumptions and expectations, it 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.


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 the implementation of the
matters contemplated by the Extraordinary Resolution are not met, and the
approvals to be obtained are not met or obtained. Brookfield Power cautions that
the foregoing important factors that may affect future results is not
exhaustive. Except as required by law, Brookfield Power does not undertake 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 Inc. 

Brookfield Renewable Power Inc., wholly-owned by Brookfield Asset Management
Inc., has more than 100 years of experience as an owner, operator and developer
of hydroelectric power facilities. Its total portfolio includes more than 170
generating facilities with approximately 4,400 megawatts of capacity. It also
has a significant hydroelectric and wind project pipeline. Brookfield Power's
operations are primarily located in North America and Brazil. For more
information, please visit Brookfield Power's website at www.brookfieldpower.com.
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