Sec Form 13D Filing - OMERS ADMINISTRATION Corp filing for AZURE PWR GLOBAL LTD SHS (AZREF) - 2022-02-11

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

AZURE POWER GLOBAL LIMITED

(Name of Issuer)

Equity Shares, $0.000625

(Title of Class of Securities)

V0393H103

(CUSIP Number)

Josh Bezonsky
900 - 100 Adelaide St W
Toronto, ON M5H 0E2
Canada 
+1 416-814-6546
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

February 8, 202

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D

CUSIP No. V0393H103

 

Page 2 of 16 Pages


1

NAME OF REPORTING PERSONS

OMERS Infrastructure Asia Holdings Pte. Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Singapore

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

13,759,647

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,759,647

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,759,647

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

21.4%

14

TYPE OF REPORTING PERSON (See Instructions)

OO



CUSIP No. V0393H103

 

Page 3 of 16 Pages



1

NAME OF REPORTING PERSONS

OMERS Asia Holdings Pte. Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Singapore

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

13,759,647

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,759,647

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,759,647

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

21.4%

14

TYPE OF REPORTING PERSON (See Instructions)

OO



CUSIP No. V0393H103

 

Page 4 of 16 Pages



1

NAME OF REPORTING PERSONS

OMERS Singapore Governance Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

13,759,647

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,759,647

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,759,647

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

21.4%

14

TYPE OF REPORTING PERSON (See Instructions)

CO



CUSIP No. V0393H103

 

Page 5 of 16 Pages



1

NAME OF REPORTING PERSONS

Hamilton Infrastructure Holdings Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

13,759,647

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,759,647

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,759,647

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

21.4%

14

TYPE OF REPORTING PERSON (See Instructions)

CO



CUSIP No. V0393H103

 

Page 6 of 16 Pages



1

NAME OF REPORTING PERSONS

RE International Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

13,759,647

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,759,647

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,759,647

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

21.4%

14

TYPE OF REPORTING PERSON (See Instructions)

CO



CUSIP No. V0393H103

 

Page 7 of 16 Pages



1

NAME OF REPORTING PERSONS

OMERS Administration Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

13,759,647

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,759,647

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,759,647

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

21.4%

14

TYPE OF REPORTING PERSON (See Instructions)

CO



EXPLANATORY NOTE

This Amendment No. 3 (this "Amendment") is being jointly filed on behalf of:  (a) OMERS Infrastructure Asia Holdings Pte. Ltd. ("OMERS Infrastructure Asia"), a private limited company formed under the laws of Singapore; (b) OMERS Asia Holdings Pte. Ltd. ("OMERS Asia Holdings"), a private limited company formed under the laws of Singapore; (c) OMERS Singapore Governance Inc. ("OMERS Singapore"), a corporation organized under the laws of the province of Ontario, Canada; (d) Hamilton Infrastructure Holdings Inc. ("Hamilton Infrastructure"), a corporation organized under the laws of Canada; (e) RE International Corporation ("RE International"), a corporation organized under the laws of the province of Ontario, Canada; and (f) OMERS Administration Corporation ("OMERS Administration"), a corporation organized under the laws of the province of Ontario, Canada (collectively, the "Reporting Persons," and each a "Reporting Person"), and amends the Statement on Schedule 13D filed on August 6, 2021 (the "Initial Schedule"), Amendment No. 1 to Schedule 13D filed by the Reporting Persons on December 30, 2021 ("Amendment No. 1) and Amendment No. 2 to Schedule 13D filed by the Reporting Persons on January 31, 2022 ("Amendment No. 2", and collectively with this Amendment, the Initial Schedule and Amendment No. 1, the "Schedule 13D"), which relates to the equity shares at $0.000625 par value per share (the "Equity Shares") issued by Azure Power Global Limited, a company organized under the laws of the Republic of Mauritius (the "Issuer"). 

Unless specifically amended hereby, the disclosure set forth in the Initial Schedule, Amendment No. 1 and Amendment No. 2 remains unchanged.

Item 2. Identity and Background.

Item 2 to this Schedule 13D is hereby supplemented and amended as follows:

Annex A to the Initial Schedule is hereby amended and restated in its entirety as set forth on Annex A to this Schedule 13D which is incorporated by reference herein and provides a list of the directors, executive officers and controlling persons of the Reporting Persons (collectively, the "Covered Persons") that contains the following information with respect to each such person: (a) name, (b) business address, (c) citizenship and (d) present principal occupation.

Item 3. Source and Amount of Funds or Other Considerations.

Item 3 to this Schedule 13D is hereby supplemented and amended as follows:

As previously disclosed in Amendment No. 1, on December 27, 2021, OMERS Infrastructure Asia, CDPQ Infrastructures Asia Pte Ltd., a company organized under the laws of Singapore ("CDPQ"), and the Issuer entered into the Backstop Commitment Agreement (the "Backstop Agreement"), pursuant to which OMERS Infrastructure Asia and CDPQ agreed (severally and not jointly) to fully exercise all their respective basic subscription rights issued to them in the Issuer's public offering as set forth in the Issuer's Prospectus Supplement filed with the SEC on December 27, 2021 (as amended, the "Prospectus Supplement") of non-transferable basic subscription rights to existing shareholders of the Issuer as of the record date (the "Rights Offering").  Additionally, pursuant to the Backstop Agreement, OMERS Infrastructure Asia and CDPQ also agreed (severally and not jointly) with the Issuer to backstop the rights offering through the purchase of any Equity Shares that remain unsubscribed after accounting for all exercised basic subscription rights in the rights offering.

On February 8, 2022, the closing of the backstop transaction was consummated and OMERS Infrastructure Asia purchased 1,369,854 additional Equity Shares at the Rights Offering subscription price of $15.79 per whole Equity Share. As previously disclosed in Amendment No. 2, on January 27, 2022, the Issuer issued a press release regarding the results of the Rights Offering, which expired on January 24, 2022.  The Issuer announced that 78.4% of the rights had been exercised, and, accordingly, 12,404,282 newly issued Equity Shares of the Issuer were subscribed and the remaining 3,424,635 unsubscribed Equity Shares were to be purchased at the Rights Offering subscription price of $15.79 per whole Equity Share by OMERS Infrastructure Asia and CDPQ pursuant to the Backstop Agreement.

In connection with the Rights Offering and pursuant to the Backstop Agreement, OMERS Infrastructure Asia purchased 1,369,854 additional Equity Shares on the Backstop Closing Date (as defined in the Backstop Agreement) as is required under the Backstop Agreement, which is the subject of this Amendment.  As reported in Amendment No. 2, the Reporting Persons exercised all of its basic subscription rights in the Rights Offering and previously acquired 3,056,615 Equity Shares as part of the basic subscription.  CDPQ has filed a separate Schedule 13D reporting beneficial ownership of the Equity Shares beneficially owned by CDPQ.  The Reporting Persons disclaim beneficial ownership with respect to any Equity Shares owned by CDPQ or that may be owned by CDPQ and expressly disclaim membership in a group with CDPQ.


The Reporting Persons funded the consideration payable by OMERS Infrastructure Asia in connection with the Equity Shares subject to the basic subscription rights under the Rights Offering using the working capital of OMERS Administration, which OMERS Administration contributed to OMERS Infrastructure Asia prior to the consummation of the Rights Offering.

References to, and description of, the Backstop Agreement set forth in this Item 3 are qualified in their entirety by the terms of the Backstop Agreement, a copy of which was attached hereto as Exhibit 2 and incorporated in its entirety in this Item 3.

Item 4. Purpose of Transaction.

Item 4 of Schedule 13D is hereby supplemented and amended to add:  the information contained in Item 3 of this Amendment, which is incorporated by reference into this Item 4 as if fully set forth herein.

References to, and description of, the Backstop Agreement set forth in this Item 4 are qualified in their entirety by the terms of the Backstop Agreement, a copy of which is attached hereto as Exhibit 2 and incorporated in its entirety in this Item 4.

Item 5. Interest in Securities of the Issuer.

Item 5 of Schedule 13D is hereby supplemented and amended to add:  (i) the information contained in Item 3 and Item 4 of this Amendment, which is incorporated by reference into this Item 5 as if fully set forth herein; and (ii) the following information:

The responses to this Item 5 and the information on the cover page are based on there being 64,161,490 Equity Shares outstanding as of February 8, 2022, calculated as reported in the Issuer's Prospectus Supplement (disclosing that there were a total of 48,332,573 Equity Shares outstanding as of December 27, 2021) and the Issuer's Press Release attached as Exhibit 99.1 to the Form 6-K filed with the SEC on January 27, 2022 (announcing that 12,404,282 Equity Shares were subscribed in the Rights Offering and issued to shareholders and that the remaining 3,424,635 unsubscribed Equity Shares in the Rights Offering were to be purchased at the Rights Offering subscription price by CDPQ and OMERS Infrastructure Asia under the Backstop Agreement).

(a) OMERS Infrastructure Asia beneficially owns 13,759,647 Equity Shares, which represents approximately 21.4% of the outstanding Equity Shares. Each of OMERS Infrastructure Asia, OMERS Asia Holdings OMERS Singapore, Hamilton Infrastructure, RE International and OMERS Administration, may be deemed to beneficially own 13,759,647 Equity Shares, which represents approximately 21.4% of the outstanding Equity Shares.

(b) The aggregate number and percentage of Equity Shares beneficially owned by each Reporting Person and the number of Equity Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons and, to the Reporting Persons' knowledge, none of the Covered Persons has effected any transactions in the Equity Shares during the past 60 days.

(d) No person (other than the Reporting Persons) is known to the Reporting Persons, to the Reporting Persons' knowledge, or the Covered Persons, to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Equity Shares covered by this Schedule 13D.


(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of Schedule 13D is hereby supplemented and amended to add the information contained in Item 3, Item 4 and Item 5 of this Amendment, which is incorporated by reference into this Item 6 as if fully set forth herein.

In accordance with Rule 13d-1(k)(1) promulgated pursuant to the Exchange Act, the Reporting Persons have entered into and executed a written joint filing agreement with respect to the filing of this Schedule 13D, dated August 5, 2021 (the "Joint Filing Agreement"). Descriptions of the Joint Filing Agreement, as set forth in this Item 6 and elsewhere in this Schedule 13D, are qualified in their entirety by the terms of the Joint Filing Agreement, a copy of which is incorporated by reference at Exhibit 1.

Item 7. Materials to be Filed as Exhibits.

Exhibit
No.

Description

1*

Joint Filing Agreement, dated as of August 5, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on August 5, 2021)

2*

Backstop Commitment Agreement, dated as of December 27, 2021, by and among OMERS
Infrastructure Asia Holdings Pte. Ltd., CDPQ Infrastructures Asia Pte Ltd. and Azure Power Global
Limited (incorporated by reference to Exhibit 99.2 to the Issuer's Form 6-K furnished to the SEC by the Issuer on December 27, 2021)

3*

Power of Attorney for OMERS Infrastructure Asia Holdings Pte. Ltd. (incorporated by reference to Exhibit 7 to the Schedule 13D filed by the Reporting Persons with the SEC on August 5, 2021)

4*

Power of Attorney for OMERS Singapore Governance Inc. (incorporated by reference to Exhibit 8 to the Schedule 13D filed by the Reporting Persons with the SEC on August 5, 2021)

5*

Power of Attorney for Hamilton Infrastructure Holdings Inc. (incorporated by reference to Exhibit 9 to the Schedule 13D filed by the Reporting Persons with the SEC on August 5, 2021)

6*

Power of Attorney for RE International Corporation (incorporated by reference to Exhibit 10 to the Schedule 13D filed by the Reporting Persons with the SEC on August 5, 2021)

7*

Power of Attorney for OMERS Administration Corporation (incorporated by reference to Exhibit 11 to the Schedule 13D filed by the Reporting Persons with the SEC on August 5, 2021)

* Previously filed.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022

 

OMERS INFRASTRUCTURE ASIA HOLDINGS PTE. LTD.

 

 

 

 

By:

/s/ Pei Chui (Wendy) Kao

 

 

Name: Pei Chui (Wendy) Kao

 

 

Title: Attorney-in-Fact for OMERS Infrastructure Asia Holdings Pte. Ltd. pursuant to Power of Attorney attached as Exhibit 7 to Schedule 13D filed on August 5, 2021 and incorporated by reference herein


 

OMERS ASIA HOLDINGS PTE. LTD.

 

 

 

 

By:

/s/ Pei Chui (Wendy) Kao

 

 

Name: Pei Chui (Wendy) Kao

 

 

Title: Director


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OMERS SINGAPORE GOVERNANCE INC.

 

 

 

By:

/s/ Pei Chui (Wendy) Kao

 

 

Name: Pei Chui (Wendy) Kao

 

 

Title: Attorney-in-Fact for OMERS Singapore Governance Inc. pursuant to Power of Attorney attached as Exhibit 8 to Schedule 13D filed on August 5, 2021 and incorporated by reference herein


[Signature Page to Schedule 13D]



 

HAMILTON INFRASTRUCTURE HOLDINGS INC.

 

 

 

 

By:

/s/ Pei Chui (Wendy) Kao

 

 

Name: Pei Chui (Wendy) Kao

 

 

Title: Attorney-in-Fact for Hamilton Infrastructure Holdings Inc. pursuant to Power of Attorney attached as Exhibit 9 to Schedule 13D filed on August 5, 2021 and incorporated by reference herein


 

RE INTERNATIONAL CORPORATION

 

 

 

 

By:

/s/ Pei Chui (Wendy) Kao

 

 

Name: Pei Chui (Wendy) Kao

 

 

Title: Attorney-in-Fact for RE International Corporation pursuant to Power of Attorney attached as Exhibit 10 to Schedule 13D filed on August 5, 2021 and incorporated by reference herein


 

OMERS ADMINISTRATION CORPORATION

 

 

 

 

By:

/s/ Pei Chui (Wendy) Kao

 

 

Name: Pei Chui (Wendy) Kao

 

 

Title: Attorney-in-Fact for OMERS Administration Corporation pursuant to Power of Attorney attached as Exhibit 11 to Schedule 13D filed on August 5, 2021 and incorporated by reference herein


[Signature Page to Schedule 13D]


Annex A

Directors and Executive Officers


OMERS Infrastructure Asia Holdings Pte. Ltd.

Directors

Name

Principal Business Address

Principal Occupation

Citizenship

Christopher William Curtain

Deutsche Bank Place
126 Phillip Street, Suite 1902
Sydney, NSW, Australia

Director

Australia and United Kingdom

Ng Lip Chih

One Raffles Quay, #30-02
North Tower
Singapore 048583

Director

Singapore

Pei Chui (Wendy) Kao

One Raffles Quay, #30-02
North Tower
Singapore 048583

Director

Singapore

OMERS Infrastructure Asia Holdings Pte. Ltd. does not have executive officers.

OMERS Asia Holdings Pte. Ltd.

Directors

Name

Principal Business Address

Principal Occupation

Citizenship

Christopher William Curtain

Deutsche Bank Place
126 Phillip Street, Suite 1902
Sydney, NSW, Australia

Director

Australia and United Kingdom

Pei Chui (Wendy) Kao

One Raffles Quay, #30-02
North Tower
Singapore 048583

Director

Singapore

OMERS Asia Holdings Pte. Ltd. does not have executive officers.

OMERS Singapore Governance Inc.

Directors

Name

Principal Business Address

Principal Occupation

Citizenship

John Knowlton

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Jennifer Guerard

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Executive Officers

Name

Principal Business Address

Principal Occupation

Citizenship

John Knowlton

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

President

Canada

 


Hamilton Infrastructure Holdings Inc.

Directors

Name

Principal Business Address

Principal Occupation

Citizenship

John Knowlton

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Jennifer Guerard

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Michael Kelly

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Steven J. Zucchet

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Executive Officers

Name

Principal Business Address

Principal O ccupation

Citizenship

Jennifer Guerard

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

President

Canada

Reena Carter

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Chief Financial Officer

Canada

John Knowlton

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Executive Vice-President

Canada

RE International Corporation

Directors

Name

Principal Business Address

Principal Occupation

Citizenship

Andrea L. Fellows-Paparizos

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Michael Kelly

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Elizabeth M. Murphy

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Julie M. Robbins

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Director

Canada

Executive Officers

Name

Principal Business Address

Principal Occupation

Citizenship

Blake Hutcheson

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Chairman

Canada

Alysha C. Valenti

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Executive Vice President

Canada

Allison J. Wolfe

900-100 Adelaide St. W.
Toronto, ON M5H 0E2

Chief Financial Officer

Canada



OMERS Administration Corporation

Directors

Name

Principal Business Address

Principal Occupation

Citizenship

George L. Cooke

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation (Chair)

Canada

John Armstrong

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Robert Montgomery Baker

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

William (Bill) Butt

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Paul Elliott

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

William Michael Fenn

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Dvora Fischer

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Laurie Hutchinson

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Clifford John Inskip

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Charlene Mueller

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Rajiv Silgardo

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Kevin Skerrett

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Penelope Frances Somerville

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

David Tsubouchi

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada

Yung Wu

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Director of OMERS Administration Corporation

Canada



Executive Officers

Name

Principal Business Address

Principal Occupation

Citizenship

Blake Hutcheson

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

President and Chief Executive Officer

Canada

Monique Allen

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Executive Vice President of Data and Technology

Canada

Robert M. Aziz

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Chief Operating Officer

Canada

Ralph Berg

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Executive Vice President and Global Head of Capital Markets

United States and United Kingdom

Celine Chiovitti

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Executive Vice President and Head of Pensions

Canada

Anca Drexler

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Executive Vice-President and Head of Total Portfolio Management

Canada

Michael Graham

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Executive Vice President and Global Head of OMERS Private Equity

Canada

Rodney Hill

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Chief Risk Officer

Canada and United Kingdom

Michael Kelly

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Chief Legal & Corporate Affairs Officer

Canada

Chris Morley

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Vice President, Government Relations

Canada

Nancy Nazer

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Chief Human Resources Officer

Canada

Shelagh Paul

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Senior Vice President, Global Communications

Canada

Satish Rai

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Chief Investment Officer

Canada

Jonathan Simmons

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Chief Financial and Strategy Officer

Canada

Michael J. Turner

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

President, Oxford Properties and Global Head of Real Estate

Canada

Annesley Wallace

900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada

Executive Vice President and Global Head of Infrastructure

Canada