Form SC 13D/A Azure Power Global Ltd Filed by: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule (13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-d2(a)
(Amendment No. 4)*
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Azure Power Global Limited
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(Name of Issuer)
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Equity Shares
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(Title of Class of Securities)
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V0393H103
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(CINS Number)
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Soulef Hadjoudj
Caisse de dépôt et placement du Québec 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 (514) 847-5998 |
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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October 10, 2018
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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).
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CINS NO. V0393H103
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SCHEDULE 13D |
Page 2 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CDPQ Infrastructures Asia Pte Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
16,443,567
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
16,443,567
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,443,567
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3%
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14
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TYPE OF REPORTING PERSON
CO
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CINS NO. V0393H103
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SCHEDULE 13D |
Page 3 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Caisse de dépôt et placement du Québec
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Québec, Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
16,443,567
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
16,443,567
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,443,567
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3%
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14
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TYPE OF REPORTING PERSON
OO
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CINS NO. V0393H103
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SCHEDULE 13D |
Page 4 of 10
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ITEM 1.
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SECURITY AND ISSUER.
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This amendment No. 4 (“Amendment No. 4) to Schedule 13D relates to the Schedule 13D filed on October 27, 2016 (the “Original Schedule 13D”) by CDPQ Infrastructures Asia Pte Ltd. (“CDPQ Infrastructures”) and Caisse de dépôt et placement du Québec (“CDPQ” and, together with CDPQ Infrastructures, the “Reporting Persons”) relating to Equity Shares (the “Shares”) issued by Azure Global Power Limited (the “Issuer”). The principal executive offices of the Issuer are located at 3rd Floor, Asset 301-304 and 307, WorldMark 3, Aerocity, New Delhi,110037, India.
Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Original Schedule 13D.
Except as specifically amended by this Amendment No. 4, the Original Schedule 13D is unchanged.
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Item 2.
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IDENTITY AND BACKGROUND.
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Item 2 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
“The citizenship of the natural persons who are officers, directors or controlling persons of each of the Reporting Persons is set forth in Annex A hereto.”
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
“On October 10, 2018, CDPQ Infrastructures purchased an additional 8,000,000 Shares in an underwritten public offering by the Issuer at the public offering price of $12.50 per Share for an aggregate purchase price of $100,000,000.00. The source of the funds used by CDPQ Infrastructures to acquire such additional Shares was working capital provided by CDPQ. The source of funds used by CDPQ to provide such working capital to CDPQ Infrastructures was funds on deposit at CDPQ.”
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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Item 5 of the Original Schedule 13D is hereby amended and restated to read in full as follows:
“The responses to this Item 5 and the information on the cover page are based on their being 40,823,790 Shares outstanding after giving effect to the Issuer’s underwritten public offering (assuming no exercise by the underwriters of their option to purchase additional Shares), as reported on the Issuer’s prospectus supplement, dated as of October 4, 2018, filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on October 9, 2018.
(a) and (b) As a result of the transactions described in the Original Schedule 13D, as amended, and in this Amendment No. 4, CDPQ Infrastructures is the direct beneficial owner of 16,443,567 Shares, which represents 40.3% of the Issuer’s outstanding Shares. CDPQ, through its ownership of CDPQ Infrastructures, may be deemed to share voting and dispositive power over the Shares beneficially owned or deemed to be beneficially owned by CDPQ Infrastructures.
(c) The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Annex B. Except as otherwise disclosed therein, the Reporting Persons have not effected any transaction in the Shares in the last 60 days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Shares beneficially owned by the Reporting Persons.
(e) Not applicable.”
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CINS NO. V0393H103
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SCHEDULE 13D |
Page 5 of 10
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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: October 12, 2018
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CDPQ INFRASTRUCTURES ASIA PTE LTD.
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By:
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/s/ Cyril Cabanes |
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Name: Cyril Cabanes
Title: Director
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CINS NO. V0393H103
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SCHEDULE 13D |
Page 6 of 10
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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: October 12, 2018
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CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
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By:
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/s/ Soulef Hadjoudj |
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Name: Soulef Hadjoudj
Title: Legal Counsel
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CINS NO. V0393H103
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SCHEDULE 13D |
Page 7 of 10
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Annex A
CDPQ INFRASTRUCTURE ASIA PTE. LTD
Directors and Officers
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Name
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Business Address
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Principal Occupation or Employment
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Citizenship
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Cyril Sébastien Dominique Cabanes
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One Raffles Quay,
#21-01 North Tower,
1 Raffles Quay, Singapore 048583
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Corporate Director
Vice-President, Transactions – Infrastructures, Caisse de dépôt et placement du Québec |
Australian and French
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Dave Brochet
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One Raffles Quay,
#21-01 North Tower,
1 Raffles Quay, Singapore 048583
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Company Secretary and Corporate Director
General Manager, Caisse de dépôt et placement du Québec
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Canadian
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CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
Directors and Officers
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Name
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Business Address
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Principal Occupation or Employment
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Citizenship
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Robert Tessier
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Chairman of the Board of Directors
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Canadian
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Elisabetta Bigsby
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
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Canadian
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Ivana Bonnet
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Piazza Cavour, 2 - 4e étage
20121 Milan, Italie |
Corporate Director
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French and Serbian
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Sylvain Brosseau
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
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Canadian
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Patricia Curadeau-Grou
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
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Canadian
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Michel Després
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
President and General Manager, Retraite Québec |
Canadian
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Gilles Godbout
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
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Canadian
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CINS NO. V0393H103
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SCHEDULE 13D |
Page 8 of 10
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François Joly
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
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Canadian
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Jean La Couture
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
President, Huis Clos Ltée |
Canadian
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Diane Lemieux
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
President and General Manager, Commission de la construction du Québec |
Canadian
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Wendy Murdock
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
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Canadian
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François R. Roy
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
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Canadian
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Michael Sabia
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
President, Chief Executive Officer and Corporate Director
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Canadian
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Maxime Aucoin
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Investment Strategies and Innovation
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Canadian
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Claude Bergeron
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1000, place Jean-Paul-Riopelle
9th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Chief Risk Officer
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Canadian
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Ani Castonguay
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1000, place Jean-Paul-Riopelle
10th floor Montréal, Québec H2Z 2B3 |
Senior Vice-President, Public Affairs
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Canadian
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Marc Cormier
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1000, place Jean-Paul-Riopelle
6th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Fixed Income and Active Overlay Strategies
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French and Canadian
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Stephane Etroy
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11 Charles II Street, 2nd Floor
London, England, SW1Y 4QU |
Executive Vice-President and Head of Private Equity, CDPQ London
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French, Swiss and British
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Anita M. George
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CDPQ India Pvt Ltd, Suite 507, 5th Floor, Worldmark 3, Aerocity, New Delhi – 110 037 India
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Executive Vice-President, Strategic Partnerships Growth Markets, CDPQ India
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Indian
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Emmanuel Jaclot
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11 Charles II Street, 3rd Floor, London England SW1Y 4QU
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Executive Vice-President, Infrastructure, CDPQ London
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French
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CINS NO. V0393H103
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SCHEDULE 13D |
Page 9 of 10
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Maarika Paul
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Chief Financial Officer
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Canadian
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Oona Stock
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Talent Management and Organizational Development
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Canadian
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Alexandre Synnett
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1000, place Jean-Paul-Riopelle
11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Digital Technology and Operations
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Canadian
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Macky Tall
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1000, place Jean-Paul-Riopelle
3rd floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Liquid Markets
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Malian and Canadian
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Mario Therrien
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1000, place Jean-Paul-Riopelle
3rd floor Montréal, Québec H2Z 2B3 |
Senior Vice-President, Strategic Partnerships - Developed Markets
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Canadian
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Kim Thomassin
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1000, place Jean-Paul-Riopelle
3rd floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Legal Affairs and Secretariat
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Canadian
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CINS NO. V0393H103
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SCHEDULE 13D |
Page 10 of 10
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Annex B
Schedule of Transactions
CDPQ INFRASTRUCTURE ASIA PTE. LTD
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Date of Transaction
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Security
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Amount of Securities Bought
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Unit Cost
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Where and How Effected
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10/10/2018
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Equity Shares
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8,000,000
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$12.50
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Underwritten Public Offering by the Issuer
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CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
None.