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Transalta Renewables Inc. Annual Information Form

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TRANSALTA RENEWABLES INC. ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2016 March 7, 2017 TABLE OF CONTENTS PRESENTATION OF INFORMATION ............................................................................................................................... - 3 - SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS ........................................................................ - 3 - DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................................... - 4 - CORPORATE STRUCTURE ............................................................................................................................................... - 5 - OVERVIEW .......................................................................................................................................................................... - 6 - GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................................................ - 8 - BUSINESS OF TRANSALTA RENEWABLES ................................................................................................................ - 10 - RISK FACTORS ................................................................................................................................................................. - 27 - EMPLOYEE AND GOVERNANCE MATTERS .............................................................................................................. - 41 - CAPITAL AND LOAN STRUCTURE ............................................................................................................................... - 46 - CREDIT RATINGS ............................................................................................................................................................. - 48 - DIVIDENDS ....................................................................................................................................................................... - 49 - MARKET FOR SECURITIES ............................................................................................................................................ - 50 - DIRECTORS AND OFFICERS .......................................................................................................................................... - 50 - INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS................................................. - 55 - INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS .......................................... - 55 - CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES OR SANCTIONS ........................................................... - 55 - MATERIAL CONTRACTS ................................................................................................................................................ - 56 - PROMOTER ....................................................................................................................................................................... - 57 - CONFLICTS OF INTEREST .............................................................................................................................................. - 57 - LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................................................ - 57 - TRANSFER AGENT AND REGISTRAR .......................................................................................................................... - 57 - INTERESTS OF EXPERTS ................................................................................................................................................ - 58 - ADDITIONAL INFORMATION ........................................................................................................................................ - 58 - AUDIT COMMITTEE ........................................................................................................................................................ - 58 - APPENDIX "A" - AUDIT COMMITTEE CHARTER ......................................................................................................... A-1 APPENDIX "B" GLOSSARY OF TERMS ........................................................................................................................... B-1 PRESENTATION OF INFORMATION Unless otherwise noted, the information contained in this annual information form ("Annual Information Form" or "AIF") is given as at or for the year ended December 31, 2016. 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 August 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 August 9, 2013. Capitalized terms not defined in the body of this AIF shall have the 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 ("IFRS"). SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Certain statements contained in this Annual Information Form and the documents incorporated herein by reference constitute forward-looking statements. These statements relate to future events or the Company's future performance. 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 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 contains forward-looking statements pertaining to the following: expectations and plans for future growth, including expansion into existing and new markets and other forms of power generation and acquisition activities; the need for additional capital and the expected sources of, and access to, such capital; the availability of sufficient liquidity for future growth; the dividend payout ratio and the payment of dividends to shareholders; the Company's expectations regarding currency and interest rate fluctuations; the Company's expectations regarding future G&A Reimbursement Fees; changes in the regulatory regimes of the jurisdictions in which the Company operates or intends to operate, including the transition to a capacity market in Alberta and the implementation of the Alberta Climate Leadership Plan; the Company's expectations regarding the ability of TransAlta to operate the Company's renewable assets effectively; expectations for the growth in demand for electricity in Canada, Australia and the U.S.; the possibility of transferring assets held by TransAlta to the Company; the Company's expectations regarding the availability of industry consolidation opportunities in the future; expectations in relation to the effect of government regulation, incentives and taxation regimes on the Company's revenues, expenses and cash dividends; expectations in relation to the cost competitiveness of renewable power relative to other sources of power generation; expectations on the life span of assets in operation; expectations for the retirement of aging energy facilities and the development, construction or operation of new renewable energy facilities including TransAlta's involvement in sourcing opportunities for the Company; expectations of management of the Company with respect to the average annual long-term generation from the Company's generation facilities; expectations regarding TransAlta's continued ownership of Common Shares, the conversion of the Class B shares, the declaration of dividends by the Board and the amounts thereof; the anticipated financial performance and profitability associated with the Australian Assets (as defined below), on which the value of the Common Shares depends in part; expectations with respect to costs related to projects under construction, including the costs related to South Hedland; plans relating to the construction and commissioning of South Hedland, including the commissioning date thereof; expectations regarding the future benefits associated with the ownership of the
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