Mr. Bruce Flatt reports

BROOKFIELD ANNOUNCES STEPS TO ENHANCE CORPORATE STRUCTURE AND BROADEN SHAREHOLDER OWNERSHIP OF BROOKFIELD ASSET MANAGEMENT

Brookfield Asset Management Ltd. and Brookfield Corp. have planned steps toward enhancing Brookfield Asset Management's corporate structure and positioning Brookfield Asset Management for broader equity index inclusion, particularly those in the United States.

As part of this effort, Brookfield Asset Management has now changed its head office to New York. In addition, Brookfield Asset Management and Brookfield have entered into an agreement, whereby Brookfield Asset Management would own and reflect 100 per cent of the asset management business, and Brookfield's current 73-per-cent interest in the asset management business would be held directly through ownership of approximately 73 per cent of the publicly traded shares of Brookfield Asset Management.

The arrangement will not result in any changes to the operations or strategic plans of Brookfield Asset Management or Brookfield, and will have no effect on the tax treatment of their respective dividends.

Brookfield Asset Management expects to hold a special meeting for shareholders to consider and vote on the arrangement on Dec. 20, 2024. If approved at the meeting, the arrangement is expected to close in early 2025, subject to court approval and other customary closing conditions, including New York Stock Exchange and Toronto Stock Exchange listing approvals.

Benefits of the arrangement

The arrangement simplifies the corporate structure of the asset management business, making it easier for investors to understand and value the security. It will also enable Brookfield Asset Management's market capitalization to accurately reflect the total value of the asset management business. Today, that would be approximately $85-billion based on the current stock price of the Brookfield Asset Management Class A shares, compared with Brookfield Asset Management's current market capitalization of approximately $23-billion, which reflects only 27 per cent of the asset management business.

Broader index inclusion is expected to drive increased ownership of the Class A shares by passive institutional investors, which collectively manage trillions of dollars in capital. Further, inclusion in the most widely followed indices is expected to increase Brookfield Asset Management's visibility among a much broader universe of active public investors which benchmark against these indices.

Arrangement details

Under the terms of the arrangement, Brookfield Asset Management will acquire approximately 73 per cent of the outstanding common shares of Brookfield Asset Management ULC (asset management company) from Brookfield and certain of its subsidiaries as part of the arrangement. The asset management company owns and operates Brookfield's leading global alternative asset management business.

Brookfield Asset Management will issue Class A shares to Brookfield in exchange for all of the common shares currently owned by Brookfield and its subsidiaries on a one-for-one basis. As part of the arrangement, Brookfield Asset Management's articles will also be amended to ensure that Brookfield controls Brookfield Asset Management for as long as it holds a majority of its voting shares.

The consummation of the arrangement is subject to a number of conditions contained in the arrangement agreement, including, among others, the approval of a special resolution by: (i) at least two-thirds of votes cast by holders of Class A shares; (ii) at least two-thirds of votes cast by holders of Class B limited voting shares of Brookfield Asset Management; and (iii) a simple majority of the votes cast by holders of Class A shares (other than Class A Shares held, directly or indirectly, by an interested party within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) or otherwise required to be excluded under the requirements of MI 61-101), in each case, at the meeting.

Brookfield has applied to the Ontario Securities Commission, as principal regulator, for exemptive relief pursuant to Section 9.1 of MI 61-101 and Multilateral Instrument 11-102 -- Passport System from the requirements of sections 5.4 and 5.6 of MI 61-101 applicable to Brookfield to obtain a formal valuation and minority shareholder approval of the arrangement. If the exemptive relief is granted, Brookfield does not intend to seek shareholder approval or obtain a formal valuation in respect of the arrangement.

Formal valuation and fairness opinion

In connection with its review of the arrangement, the governance, nominating and compensation committee (the Brookfield Asset Management GNCC) of the board of directors of Brookfield Asset Management selected KPMG LLP as independent valuator, and requested that KPMG prepare a formal valuation in accordance with MI 61-101 and a fairness opinion. KPMG delivered its report concluding that, as of Oct. 31, 2024, based on the scope of its review, and subject to the assumptions and limitations set forth therein: (i) the fair market value range of the common shares of the asset management company was in the range of $46.35 to $51.67 per common share, and the fair market value of the Class A shares was in the range of $46.43 to $51.63 per Class A share as at Oct. 31, 2024; and (ii) the arrangement is fair, from a financial point of view, to the Brookfield Asset Management public shareholders.

Brookfield Asset Management GNCC and Brookfield Asset Management board approval

The review and assessment of the arrangement were conducted under the supervision of the Brookfield Asset Management GNCC in accordance with its charter, which authorizes the Brookfield Asset Management GNCC to, among other things, review and conduct oversight of all significant proposed related party transactions and situations involving a potential conflict of interest that are not required to be dealt with by an independent special committee pursuant to applicable securities laws.

The Brookfield Asset Management GNCC, having undertaken a thorough review of, and having carefully considered the terms of, the arrangement, the agreement and a number of other factors, and after receiving independent advice, including KPMG's formal valuation and fairness opinion, has unanimously determined that the arrangement is in the best interests of Brookfield Asset Management, and unanimously recommended that the Brookfield Asset Management board determine that the arrangement is in the best interests of Brookfield Asset Management, approve the arrangement and recommend that the shareholders vote in favor of the arrangement at the meeting.

The Brookfield Asset Management board (with Bruce Flatt, chief executive officer of both Brookfield Asset Management and Brookfield, abstaining) based on, among other things, the recommendation of the Brookfield Asset Management GNCC, unanimously: (i) determined that the arrangement is in the best interests of Brookfield Asset Management; (ii) approved the arrangement; and, accordingly, (iii) recommends that Brookfield Asset Management shareholders vote for the arrangement resolution at the meeting.

A copy of the agreement will be available on SEDAR+ and on EDGAR. Additional information regarding the terms of the agreement, the background of the arrangement, and the independent valuation and fairness opinion will be provided in the information circular for the meeting, which will also be filed by Brookfield Asset Management on SEDAR+ and on EDGAR.

About Brookfield Asset Management Ltd.

Brookfield Asset Management is a leading global alternative asset manager with approximately $1-trillion of assets under management across renewable power and transition, infrastructure, private equity, real estate, and credit. Brookfield Asset Management invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. Brookfield Asset Management offers a range of alternative investment products to investors around the world -- including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies, and private wealth investors. Brookfield Asset Management draws on Brookfield's heritage as an owner and operator to invest for value and generate strong returns for its clients, across economic cycles.

About Brookfield Corp.

Brookfield is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield has three core businesses: alternative asset management, wealth solutions, and its operating businesses which are in renewable power, infrastructure, business and industrial services, and real estate.

Brookfield has a record of delivering 15-per-cent plus annualized returns to shareholders for over 30 years, supported by its unrivalled investment and operational experience. Brookfield's conservatively managed balance sheet, extensive operational experience and global sourcing networks allow it to consistently access unique opportunities. At the centre of Brookfield's success is the Brookfield ecosystem, which is based on the fundamental principle that each group within Brookfield benefits from being part of the broader organization. Brookfield is publicly traded in New York and Toronto.

Early warning disclosure

This press release is being issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (NI 62-103), which requires a report to be filed under Brookfield Asset Management's profile on SEDAR+ containing additional information respecting the foregoing matters. Brookfield Asset Management's head office address is 250 Vesey St., 15th floor, New York, N.Y., 10281-0221, United States.

Brookfield has filed on SEDAR+ an early warning report in compliance with NI 62-103 to disclose changes in its ownership of securities of Brookfield Asset Management as a result of the arrangement.

Brookfield holds Class A shares for investment purposes. Brookfield has no definitive plans or future intentions as of the date of this press release that relate to, or would result in, acquiring additional securities of Brookfield Asset Management, disposing of securities of Brookfield Asset Management, or any of the other actions enumerated in paragraphs (a) through (k) of Item 5 of Brookfield's early warning report filed on SEDAR+. Brookfield will continue to review its investment alternatives and may acquire additional Class A shares or other securities of Brookfield Asset Management, or may, subject to market conditions, applicable securities laws and other relevant factors, sell Class A shares or other securities of Brookfield Asset Management it now holds in the open market (where such a market exists) or in privately negotiated transactions to one or more persons in accordance with the provisions of applicable securities legislation.

We seek Safe Harbor.