Special City Council

THAT Section 15.6.3 of Chapter 15 of the City of Brantford Municipal Code BE WAIVED in order to allow for an increased presentation time for Item 4.1.2 of 20 minutes and Section 15.8.6 BE AMENDED, for the purposes of this meeting only, to permit representatives from Brantford Energy Corporation Sheri Ojero, Paul Kwasnik and Scott Saint to answer questions during debate portion as called upon.

A. THAT Report 2021-570 titled Brantford Energy Corporation Business Case for Merger with Cambridge/North Dumfries Energy+ BE RECEIVED; and B. THAT the Brantford Energy Task Force BE DISBANDED having achieved its mandate.

WHEREAS The Corporation of the City of Brantford (the “City”) is the sole shareholder of BEC; 5 AND WHEREAS BEC is the sole shareholder of BPI; AND WHEREAS BEC and CNDE+ are recommending amalgamation of their companies to their respective shareholders (the “Holdco Amalgamation”) pursuant to section 174 of the Business Corporations Act (Ontario) (the “OBCA”) to form an amalgamated entity (“Merged Holdco”); AND WHEREAS subsequent to the Holdco Amalgamation, BEC and CNDE+ also recommend that BPI and Energy+ “(E+”) amalgamate pursuant to section 174 of the OBCA (the “LDC Amalgamation”), and together with the Holdco Amalgamation, (the “Amalgamations”) to form an amalgamated entity (“LDC Mergeco”); AND WHEREAS in order to facilitate the Amalgamations, CNDE+, BEC, E+, BPI, the City, the Corporation of the City of Cambridge and the Corporation of the Township of North Dumfries, would be required to enter into a merger participation agreement (the “Merger Participation Agreement”), and the form of a draft merger participation agreement (the “Draft Merger Participation Agreement”) previously present to the Council of the Municipality for review is recommended; AND WHEREAS pursuant to section 2.1 of the Merger Participation Agreement, BEC would be required to enter into an amalgamation agreement with CNDE+ (the “Holdco Amalgamation Agreement”); AND WHEREAS subsection 176(4) of the OBCA provides that an amalgamation agreement is adopted when the shareholders of each amalgamating corporat

THAT LEAVE BE GIVEN to the Mover and Seconder to introduce the following By-laws for 1st and 2nd Reading: BY-LAW PREAMBLE 8 178-2021 By-law to authorize the execution of AGREEMENTS individually dated and listed on Schedule 'A' attached hereto: 1. Merger Participation Agreement between The Corporation of the City of Brantford, the Corporation of the City of Cambridge, the Township of North Dumfries, Brantford Energy Corporation, Cambridge and North Dumfries Energy Plus Inc., Brantford Power Inc., Energy + Inc., Cambridge and North Dumfries Energy Solution Inc. and Brantford Hydro Inc. (Special City Council – August 30, 2021) 2. Unanimous Shareholders' Agreement between The Corporation of the City of Brantford, the Corporation of the City of Cambridge, the Township of North Dumfries, Mergco Holding Corp., and LDC Amalco (Special City Council – August 30, 2021) 3. Amended and Restated Shared Services Agreement between The Corporation of the City of Brantford and LDC Amalco (Special City Council – August 30, 2021) 179-2021 A By-law to approve the Amalgamation of Brantford Energy Corp. and Cambridge North Dumfries Energy Plus, to approve the Amalgamation of Brantford Power Inc. and Energy +, and to delegate authority in relation to the amalgamation. (Special City Council – August 30, 2021) 180-2021 By-law to Confirm the Proceedings of the Council of The Corporation of the City of Brantford with respect to the Special Meeting held on August 30, 2021.

THAT By-law 178-2021 BE TAKEN through to and including By-law 180- 2021 as read a third time, be finally passed and signed by the Mayor and Clerk.