Transalta Renewables Inc. Annual Information Form for the Year Ended December 31, 2020
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TransAlta Renewables Inc. Annual Information Form for the Year Ended December 31, 2020 March 2, 2021 Powering Economies and Communities TransAlta Renewables Inc. | 2020 Annual Information Form TablePRESENTATION of Contents OF INFORMATION . 3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS . 3 DOCUMENTS INCORPORATED BY REFERENCE . 5 CORPORATE STRUCTURE . 5 OVERVIEW . 6 GENERAL DEVELOPMENT OF THE BUSINESS . 8 BUSINESS OF TRANSALTA RENEWABLES . 11 RISK FACTORS . 34 EMPLOYEE AND GOVERNANCE MATTERS . 46 CAPITAL AND LOAN STRUCTURE . 51 CREDIT RATINGS . 54 DIVIDENDS . 54 MARKET FOR SECURITIES . 56 DIRECTORS AND OFFICERS . 57 ADDITIONAL INFORMATION REGARDING DIRECTORS AND OFFICERS . 59 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS . 62 INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS . 62 CEASE TRADE ORDERS, BANKRUPTCIES OR SANCTIONS . 62 MATERIAL CONTRACTS . 63 CONFLICTS OF INTEREST . 63 LEGAL PROCEEDINGS AND REGULATORY ACTIONS . 63 TRANSFER AGENT AND REGISTRAR . 63 INTERESTS OF EXPERTS . 63 ADDITIONAL INFORMATION . 64 AUDIT AND NOMINATING COMMITTEE . 64 APPENDIX "A" - AUDIT AND NOMINATING COMMITTEE CHARTER . 67 APPENDIX "B" - GLOSSARY OF TERMS . 73 2 - 2 - TransAlta Renewables Inc. | 2020 Annual Information Form Unless otherwise noted, the information contained in this annual information form ("Annual Information Form" or "AIF") Presentationis given as at or for of the Information year ended Dec. 31, 2020. Unless the context otherwise requires, all references to the "Company" and to "TransAlta Renewables", "we", "our" and "us" herein refer to TransAlta Renewables Inc. and its subsidiaries on a consolidated basis and, when in reference to information prior to Aug. 9, 2013, includes reference to TransAlta Corporation and its subsidiaries on a consolidated basis to the extent that such reference is in relation to the Initial Assets (as defined herein) that were acquired by TransAlta Renewables on Aug. 9, 2013. Capitalized terms not defined in the body of this AIF shall have the respective specific meanings set forth in Appendix "B" hereto. References to "TransAlta" herein refer to TransAlta Corporation and its subsidiaries, other than the Company. In this AIF, references to "$" or "dollars" are to Canadian dollars and all amounts in this AIF are stated in Canadian dollars unless otherwise indicated. TransAlta Renewables prepares its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Certain statements contained in this Annual Information Form and the documents incorporated herein by reference Specialconstitute forward-lookingNote Regarding statements Foward-Looking within the meaning of Statements applicable Canadian securities laws. These statements relate to future events or the Company's future performance or results. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential" and "capable" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual performance, results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Annual Information Form should not be unduly relied upon. These statements speak only as of the date of this Annual Information Form. In addition, this Annual Information Form may contain forward-looking statements attributed to third-party industry sources. In particular, this Annual Information Form (or a document incorporated by reference herein) contains forward-looking statements pertaining to the following: the Company's business objectives; anticipated timing for closing the acquisition of the economic interest in the Ada cogeneration facility and the Skookumchuck wind facility, and the associated benefits from such projects; integrating renewable electricity generation with BHP Billiton Nickel West Pty Ltd.,including future renewable development projects; the construction cost of the WindCharger battery storage project being funded 50 per cent through Emissions Reduction Alberta; the remaining amount of the Antrim and Big Level tax equity proceeds being released upon the payment of all outstanding project costs and TransAlta repaying the remaining outstanding interest-bearing promissory notes to the Company; entitlement to environmental attributes, including emission performance credits under the Alberta Technology Innovation and Emissions Reduction Regulation; the construction and operation of the Windrise wind project, including that commercial operations of Windrise are expected to be achieved in the second half of 2021; the dispute with Fortescue Metals Group ("FMG") and recovery of amounts invoiced and not paid under the South Hedland PPA, as well as a declaration that the South Hedland PPA is valid and in force; changes to the Canadian, US and Australian power sectors, including increased electrification and renewable generation; the federal government's "A Healthy Environment and a Healthy Economy” climate plan and the impact on the Company; the Independent Electricity System Operator's resource adequacy framework to be developed in 2021, and the minimal impact of this framework on the Company; statutory blended tax rates and our cash tax horizon; expectations in terms of the cost of operations and maintenance, including maintenance performed by third parties, and the variability of those costs; the payment of future dividends; expectations in respect of generation availability, capacity and production; actions to manage certain risks, including specific notions identified to manage liquidity risk, interest rate risk, project risks and reputation risk; expected governmental regulatory regimes, legislation and programs, including Canadian federal legislation pertaining to greenhouse gas emissions and the impact on the Company of provincial legislation; the value of environmental attributes generated by our renewable facilities; expectations regarding seasonality of wind and hydro production; expectations on our ability to access capital markets on reasonable terms; expectations regarding our decommissioning and restoration activities; that TransAlta will make available to the Company acquisition and growth opportunities from time to time to facilitate growth of the Company; that TransAlta will continue to provide the necessary management, administrative and operational services to the Company; and that the Company will continue to have access to natural gas, wind, solar and water resources in amounts consistent with the amounts expected by the Company and required to fulfil its obligations under its PPAs. With respect to forward-looking statements contained in this Annual Information Form and the documents incorporated by reference herein, assumptions have been made regarding, among other things, the matters referred to below: the impacts arising from COVID-19 not becoming significantly more onerous on the Company, which includes operation as an essential service; that the cost and availability of materials used in the construction of renewable energy 3 - 3 - TransAlta Renewables Inc. | 2020 Annual Information Form facilities in the jurisdictions in which the Company conducts and intends to conduct its business will remain consistent in all material respects with the current environment for the cost and availability of such materials; that the production from the Company's operating facilities will be consistent in all material respects with the Company's expectations; that there will be no material changes to existing legislation, including the regulatory framework governing electricity generation, transmission and distribution, taxation of renewable power producers, renewable power incentive programs or environmental matters that could adversely impact the.