Brookfield Corporation

Headnote

Section 6.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids -- Exemption from formal issuer bid requirements in Part 2 of NI 62-104 in connection with the repurchase of preferred shares, which constitutes an issuer bid under NI 62-104 -- all issued and outstanding class of preferred shares subject to repurchase held by a single shareholder who is a sophisticated investor and would qualify as an "accredited investor" and does not require an issuer bid circular nor other protections of the formal issuer bid requirements -- Relief from formal issuer bid requirements granted, subject to conditions.

Applicable Legislative Provisions

National Instrument 62-104 Take-Over Bids and Issuer Bids Part 2 and s. 6.1

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, C.S.5, AS AMENDED AND IN THE MATTER OF BROOKFIELD CORPORATION

ORDER (SECTION 6.1 OF NATIONAL INSTRUMENT 62-104)

UPON the application (the "Application") of Brookfield Corporation (formerly Brookfield Asset Management Inc., the "Filer") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 6.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids ("NI 62-104") exempting the Filer from the requirements applicable to issuer bids in Part 2 of NI 62-104 (the "Issuer Bid Requirements") in respect of the proposed purchase by the Filer of 2,000,000 of its Class A Preference Shares, Series 15 (collectively, the "Subject Shares") from an "accredited investor" within the meaning of National Instrument 45-106 Prospectus Exemptions ("NI 45-106") (the "Selling Shareholder");

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Filer having represented to the Commission that:

1. The Filer is a corporation governed by the Business Corporations Act (Ontario).

2. The registered and head office of the Filer is located at 181 Bay Street, Suite 100, Toronto, Ontario, M5J 2T3.

3. The Filer is a reporting issuer in each of the provinces and territories of Canada, and the Filer is not in default of any requirement of the securities legislation in the jurisdictions in which it is a reporting issuer.

4. The authorized share capital of the Filer consists of an unlimited number of Class A Limited Voting Shares ("Class A Shares"), an unlimited number of Class B Limited Voting Shares ("Class B Shares"), an unlimited number of Class A preference shares issuable in series ("Class A Preference Shares") and an unlimited number of Class AA preference shares issuable in series ("Class AA Preference Shares"). As of December 31, 2022, 2,000,000 Class A Preference Shares, Series 15 (being the Subject Shares) were issued and outstanding.

5. The Subject Shares are held entirely by the Selling Shareholder.

6. The Class A Shares are publicly listed and posted for trading on the Toronto Stock Exchange and the New York Stock Exchange under the symbol "BN".

7. The Subject Shares are not listed on any stock exchange and are not convertible into Class A Shares, Class B Shares, Class A Preference Shares, Class AA Preference Shares or any other shares. The Subject Shares are not entitled to vote except with respect to certain matters affecting such shares as a class or series.

8. No class or series of shares currently issued and outstanding are convertible into the Subject Shares.

9. The corporate headquarters of the Selling Shareholder are located in the Province of Ontario.

10. The Subject Shares are currently redeemable at the option of the Filer. The redemption price for the Subject Shares is $25.00 per share, together with all accrued and unpaid dividends thereon.

11. The Subject Shares are entitled to a preference over the Class A Shares and Class B Shares and over any other shares ranking junior to the Subject Shares with respect to priority in payment of dividends and in the distribution of assets (to the extent of the redemption price for such shares) in the event of the Filer's liquidation, dissolution or winding-up, whether voluntary or involuntary, or any other distribution of the Filer's assets among shareholders for the purpose of winding-up the affairs of the Filer.

12. The terms attaching to the Subject Shares in the Filer's articles permit, subject to applicable law, the purchase for cancellation by the Filer of all or any part of the outstanding Subject Shares by private contract at the lowest price or prices at which, in the opinion of the Filer's board of directors, such shares are then obtainable but not exceeding $25.00 per share together with an amount equal to all accrued and unpaid dividends thereon and the cost of purchase.

13. The Selling Shareholder is at arm's length to the Filer and is not an "insider" of the Filer, an "associate" of an "insider" of the Filer, or an "associate" or "affiliate" of the Filer, as such terms are defined in the Securities Act (Ontario) (the "Act"). The Selling Shareholder is an "accredited investor" within the meaning of NI 45-106.

14. The Selling Shareholder is the original holder of the Subject Shares.

15. The Filer and the Selling Shareholder intend to enter into an agreement of purchase and sale (the "Agreement") pursuant to which the Filer will agree by way of private contract to acquire all of the Subject Shares from the Selling Shareholder (the "Proposed Purchase") for a purchase price (the "Purchase Price") that will be negotiated at arm's length between the Filer and the Selling Shareholder.

16. The purchase of the Subject Shares by the Filer pursuant to the Agreement will constitute an "issuer bid" for the purposes of NI 62-104, to which the applicable Issuer Bid Requirements would apply.

17. The purchase of the Subject Shares by the Filer does not require the approval of other holders of other classes and/or series of shares ranking as to dividends or capital prior to or pari passu with the Subject Shares.

18. The Filer is unable to acquire the Subject Shares from the Selling Shareholder in reliance on any exemptions from the Issuer Bid Requirements in NI 62-104.

19. The purchase of Subject Shares will not adversely affect the Filer or the rights of any of the Filer's securityholders and will not materially affect control of the Filer.

20. Other than the Purchase Price, no fee or other consideration will be paid by the Filer to the Selling Shareholder in connection with the Proposed Purchase.

21. At the time that the Agreement is negotiated or entered into by the Filer and the Selling Shareholder and at the time of the Proposed Purchase, neither the Filer, nor any personnel of the Selling Shareholder that negotiated the Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Agreement and sell the Subject Shares, will be aware of any "material change" or "material fact" (each as defined in the Act) in respect of the Filer that has not been generally disclosed.

22. The Selling Shareholder has been advised of this order and has not raised any objection to its granting nor the resulting exemption from the Issuer Bid Requirements.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 6.1 of NI 62-104 that the Filer be exempt from the Issuer Bid Requirements in connection with the Proposed Purchase, provided that:

(a) at the time of the Proposed Purchase, no person or company, other than the Selling Shareholder as of the date of this decision, holds the Subject Shares;

(b) at the time that the Agreement is negotiated or entered into by the Filer and the Selling Shareholder and at the time of the Proposed Purchase, neither the Filer, nor any personnel of the Selling Shareholder that negotiated the Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Agreement and sell the Subject Shares, will be aware of any "material change" or "material fact" (each as defined in the Act) in respect of the Filer that has not been generally disclosed; and

(c) the Agreement to be entered into between the Filer and the Selling Shareholder includes an acknowledgement from the Selling Shareholder that (i) the Filer is relying on an exemption from the Issuer Bid Requirements, (ii) that the Selling Shareholder is an "accredited investor" within in the meaning of NI 45-106, and (iii) that they will not receive an issuer bid circular from the Filer or be afforded the other protections in Part 2 of NI 62-104.

DATED at Toronto, Ontario this 28th day of February, 2023.