Brookfield Asset Management (BAM) 40-F2021 FY Annual report (Canada)

Brookfield Asset Management Inc. is a premier global alternative asset manager with a history spanning over 100 years. We have approximately $690 billion of assets under management across a broad portfolio of renewable power and transition, infrastructure, private equity, real estate and credit. Utilizing its global reach, access to large-scale capital and operational expertise, the Corporation 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. The Corporation’s Class A Limited Voting Shares (“Class A Shares”) are co-listed on the New York Stock Exchange (“NYSE”) under the symbol “BAM” and the Toronto Stock Exchange (“TSX”) under the symbol “BAM.A.”

References in this Annual Information Form to the “Corporation” refer to Brookfield Asset Management Inc., including its predecessor companies. References to “Brookfield,” “we,” “us” and “our” refer to the Corporation and its subsidiaries and controlled affiliates, including perpetual affiliates (as defined herein) and private funds managed by us, individually or collectively, as applicable. The Corporation’s registered office and head office is located at Suite 300, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3.

All financial information in this Annual Information Form is expressed in U.S. dollars, unless otherwise noted. All references to A$ are to Australian dollars. All references to C$ are to Canadian dollars. All information is presented as at December 31, 2021, unless otherwise noted.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: (i) investment returns that are lower than target; (ii) the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business, including as a result of COVID-19 and related global economic disruptions; (iii) the behavior of financial markets, including fluctuations in interest and foreign exchange rates; (iv) global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; (v) strategic actions including dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; (vi) changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); (vii) the ability to appropriately manage human capital; (viii) the effect of applying future accounting changes; (ix) business competition; (x) operational and reputational risks; (xi) technological change; (xii) changes in government regulation and legislation within the countries in which we operate; (xiii) governmental investigations; (xiv) litigation; (xv) changes in tax laws; (xvi) ability to collect amounts owed; (xvii) catastrophic events, such as earthquakes, floods, fires, and pandemics/epidemics; (xviii) the possible impact of international military conflicts and other developments including terrorist acts and cyberterrorism; (xix) the introduction, withdrawal, success and timing of business initiatives and strategies; (xx) the failure of effective disclosure controls and procedures and internal controls over financial reporting and other risks; (xxi) ineffective management of health, safety, environmental, social and governance issues; (xxii) the maintenance of adequate insurance coverage; (xxiii) the existence of information barriers between certain businesses within our asset management operations; (xxiv) risks specific to our business segments including our renewable power and transition, infrastructure, private equity, real estate, and other alternatives, including credit; and (xxv) factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States.

In 2021, we achieved record capital inflows, underpinned by a strong start to our latest round of flagship fundraising and contributions from complimentary strategies. By the end of 2021, we raised $40 billion for this latest round of flagship funds, of which $26 billion was raised in 2021. During the year, we raised $24 billion in aggregate for our fourth flagship real estate fund and our transition fund and held a final close for our $16 billion opportunistic credit fund.

Our fee-bearing capital increased by 17% to $364.1 billion at year-end. Inflows to fee-bearing capital of $71 billion were largely driven by the aforementioned flagship fundraising activities, capital deployed across a number of strategies, and inflows from our reinsurance agreements. An increase in the capitalization of BIP and BBU and market appreciation from our credit strategies and other funds contributed a further $12.8 billion. During the year, we returned $11.1 billion of capital to our clients through dividends and asset sales.

We also generated $3.4 billion of unrealized carried interest, net of direct costs, on third party capital across our private funds and other strategies, and realized $715 million of carried interest, net of direct costs, during the year.

We invested $61.2 billion over the year across our business groups, including $1.7 billion from renewable power and transition, $7.8 billion from infrastructure, $7.7 billion from private equity, $23.4 billion from real estate and $20.6 billion from credit.

As at December 31, 2021, we had total uncalled private fund commitments of $77.1 billion.

In 2021, our areas of focus continued to be investing in the transition of the economy to net-zero, growing our insurance solutions business, expanding our technology investments and enhancing our secondaries product offerings. We also focused on completing our latest round of flagship fundraising, where we target to raise $100 billion. Lastly, we established Brookfield Oaktree Wealth Solutions, a dedicated private wealth team of over 70 dedicated personnel with a focus on enhancing our distribution capabilities within this channel. We launched our non-traded REIT, Brookfield REIT, which is catered to this channel, is now approved on five wealth distribution platforms and has already started to raise capital.

In 2020, we increased fee-bearing capital by approximately 8% to $311.6 billion at year-end. Inflows of $32.4 billion included $18.1 billion of new commitments or investments in our credit strategies, $5.7 billion to our long-term private funds and co-investments, $4.8 billion to our perpetual strategies (as defined herein) (including investments made by listed affiliates and in perpetual private funds), and $3.8 billion to our public securities. Changes in valuations contributed a further $17.7 billion to fee-bearing capital. During the year, we returned $6.7 billion to our fund partners through dividends and asset sales.

The additional fee-bearing capital during the year contributed to a 41% increase in fee revenues from the prior year to $2.8 billion. We also generated $690 million of unrealized carried interest, net of direct costs, on third party capital across our private funds and credit strategies and realized a further $411 million into income during the year.

We invested $44.3 billion over the year across our business groups, including $15 billion from our perpetual strategies, $23.8 billion from our long-term private funds, $4 billion from co-investments, and $1.5 billion in direct investments. In addition, we also have approximately $33 billion of committed capital across our strategies that will earn approximately $330 million of fees annually once deployed.

As at December 31, 2020, we had total uncalled private fund commitments of $60.6 billion.

New areas of focus for us were investing in the transition of the economy to net-zero; reinsurance; technology investing, where we are moving from venture into full-scale technology private equity investing; and LP secondaries, where our clients are increasingly looking for scale managers. Each of these areas has the potential to provide a meaningful opportunity for our clients and for our business.

On September 30, 2019, we completed our acquisition of an approximate 61% interest in Oaktree Capital Group, LLC’s (“Oaktree”) business (the “Oaktree Transaction”). Purchase consideration for the acquisition was $2.4 billion of cash and the issuance of 52.8 million Class A Shares. As part of the transaction, we received a distribution from Oaktree for $306 million, and recognized deferred consideration of $365 million related to the settlement of certain pre-existing agreements. The investment is equity-accounted by the Corporation.

The additional fee-bearing capital during the year contributed to a 42% increase in fee revenues from the prior year to $2 billion, excluding performance fees. Performance fees during 2019 were $nil compared to $278 million in the prior year. We also generated $707 million of unrealized carried interest, net of direct costs, on third party capital across our private funds, including the contribution from Oaktree, and realized a further $403 million into income during the year.

We invested $31.8 billion over the year across our business groups, including $6.5 billion from our perpetual strategies, $11.8 billion from our long-term private funds, $6.6 billion from co-investments, and $6.9 billion in direct investments.

As at December 31, 2019, we had total uncalled private fund commitments of $50.7 billion.

In 2022, the Brookfield Global Transition Fund (“BGTF”) continued fundraising efforts and expects to soon close on nearly $15 billion for the strategy in aggregate capital commitments.

In March 2022, BEP, together with its institutional partners, signed an agreement to invest in Entropy Inc. (“Entropy”), a leading Canadian carbon capture and storage platform, for a commitment of C$300 million in convertible debentures to fund the platform’s near-term projects as and if pursued. Once this funding commitment is fully deployed, BEP, together with its institutional partners, will have the option to convert its interest into a majority ownership stake in Entropy.

In February 2021, BEP, together with its institutional partners, acquired an approximate 23% interest in Polenergia S.A. (“Polenergia”), a large-scale renewables business in Poland, in connection with its previously announced tender offer alongside Polenergia’s current majority shareholder, at a cost of approximately $175 million. BEP, together with its institutional partners and Polenergia’s current majority shareholder, collectively holds an approximate 75% interest in Polenergia.

In February 2021, affiliates of Brookfield completed a secondary offering of 15 million BEPC exchangeable shares at price of $51.50 per BEPC exchangeable share, for gross proceeds to the selling shareholders of approximately $773 million. BEP did not sell BEPC exchangeable shares in the offering and did not receive any proceeds from the offering. Following completion of this secondary offering, the Corporation owns an approximate 48% equity interest in BEP, on a fully exchanged-basis.

In March 2021, BEP, together with its institutional partners, acquired a 845 MW portfolio of wind projects in the State of Oregon for approximately $744 million. This transaction closed in the first quarter of 2021.

In March 2021, BEP, together with its institutional partners, acquired a distributed generation development business in the U.S. with 360 MWs of operating solar projects and a 700 MW development pipeline for approximately $684 million. This transaction closed in the first quarter of 2021.

In April 2021, a BEP subsidiary issued $350 million of green series 1 perpetual notes at a fixed rate of 4.625%. The series 1 perpetual notes are fully and unconditionally guaranteed by BEP and certain of its subsidiaries.

In June 2021, BEP, together with its institutional partners, sold its 656 MW operating and development wind portfolio in Ireland for proceeds of $363 million.

In June 2021, BEP sold its 100% interest in a 271 MW wind development portfolio in Scotland for proceeds of $108 million.

In August 2021, BEP, together with its institutional partners, sold its 391 MW wind portfolio in the U.S. for total proceeds of approximately $392 million.

In December 2021, a BEP subsidiary issued $260 million of green series 2 perpetual notes at a fixed rate of 4.875%. The series 2 perpetual notes are fully and unconditionally guaranteed by BEP and certain of its subsidiaries.

In 2020, the Corporation announced the launch of a new series of impact funds that invests with the dual objective of earning an attractive financial return and generating a measurable positive environmental change. Mark Carney, former Governor of both the Bank of England and Bank of Canada and the current United Nations Special Envoy for Climate Action and Finance, leads this strategy as Vice Chair, Head of ESG and Impact Fund Investing for Brookfield.

In February 2020, BEP issued 8 million Class A Preferred Limited Partnership Units, Series 17 at a price of $25.00 per unit, for gross proceeds of $200 million.

In March 2020, BEP and TerraForm Power entered into a definitive merger agreement for BEP to acquire all of the outstanding shares of Class A common stock of TerraForm Power (“TERP Shares”) in excess of the approximate 62% interest held by BEP and its affiliates.

In April 2020, BEP completed the issuance of C$175 million ($123 million) of Series 11 and C$175 million ($123 million) Series 12 medium term notes, issued as a re-opening on identical terms, other than issue date and the price to the public.

In July 2020, BEP completed the special distribution of BEPC exchangeable shares to existing holders of its BEP LP Units. BEP unitholders received one BEPC exchangeable share for every four BEP LP Units pursuant to the special distribution. Each BEPC exchangeable share is structured with the intention of providing an economic return equivalent to one BEP LP Unit, including identical dividends on a per share basis to the distributions paid on each BEP LP Unit. Each BEPC exchangeable share is exchangeable, at the BEPC shareholder’s option, for one BEP LP Unit or its cash equivalent.

In August 2020, BEP completed the issuance of C$425 million ($319 million) of Series 14 green bonds.

In October 2020, BEP, together with institutional partners, funded the C$400 million second tranche of its C$750 million investment in 7% convertible securities of TransAlta Corporation (“TransAlta”). The C$350 million first tranche of the investment was funded at the initial closing in May 2019. The convertible securities include the option to convert into up to a 49% interest in TransAlta’s 813 MW portfolio of high-quality hydroelectric assets in Alberta commencing in 2025, based on a valuation multiple equal to 13 times the average annual EBITDA of the portfolio over the three years prior to conversion. As part of the investment, BEP also agreed, together with institutional partners, subject to certain terms and conditions, to increase its ownership of TransAlta common shares to 9%, which share ownership requirement has been satisfied.

In November 2020, BEP, together with institutional partners, completed the acquisition of a 1,200 MW advanced solar development project in Brazil for approximately $50 million. The project is targeted for completion in early 2023.

In December 2020, BEP, together with its institutional partners, entered into binding agreements to acquire a distributed generation development platform comprising 360 MW of operating and under construction distributed generation assets across nearly 600 sites throughout the U.S. with an additional over 700 MW under development for approximately $810 million, subject to certain working capital and other closing adjustments. The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2021.

In December 2020, BEP, together with its institutional partners, entered into a binding agreement to acquire an 845 MW portfolio of wind projects in the State of Oregon for approximately $700 million. The transaction is subject to customary closing conditions and is expected to close in the first half of 2021.

In 2019, our renewable power segment generated FFO of approximately $333 million, an increase of $5 million from the prior year. FFO was positively impacted by contributions from acquisitions, higher realized pricing at BEP and greater realized disposition gains; however, this was partially offset by lower realized margins on generation sold within our directly held energy contracts.

In March 2019, BEP sold an additional 25% non-controlling, indirect interest in its 413 MW Canadian hydroelectric portfolio to a consortium of buyers, retaining a 50% economic interest in this portfolio which it will continue to manage and operate.

In March 2019, BEP issued 7 million Class A Preferred Limited Partnership Units, Series 15 at a price of C$25.00 per unit, for gross proceeds of C$175 million ($130 million).

In March 2019, BEP and its institutional partners agreed to invest C$750 million in TransAlta, the largest power producer in Alberta, through the purchase of exchangeable securities with a coupon of 7.0%. The investment occurred in two tranches; C$350 million of which was funded at the initial closing in May 2019, and C$400 million in October 2020. The exchangeable securities include the option to convert into an interest in TransAlta’s 813 MW portfolio of high quality hydroelectric assets in Alberta commencing in 2025, based on a valuation multiple equal to 13 times the average annual EBITDA of the portfolio during the three years prior to conversion. In addition, subject to certain conditions, BEP and its institutional partners committed to purchase TransAlta common shares on the open market to increase its share ownership in TransAlta to 9%.

In September 2019, BEP completed the issuance of C$300 million ($230 million) of Series 12 and C$300 million ($230 million) of Series 13 medium-term notes.

On January 21, 2022, BIP Bermuda Holdings I Limited, a subsidiary of BIP, issued $300 million perpetual subordinated notes with a coupon of 5.125% per annum. BIP intends to use the net proceeds from this offering for the redemption by BIP of its Class A Preferred Limited Partnership Units, Series 7, which are redeemable at the option of BIP on March 31, 2022, and any remainder for working capital purposes.

On February 16, 2022, a consortium including BIP completed the acquisition of AusNet Services Ltd. (“AusNet”), an Australian utility company. BIP acquired an approximate 10% interest, for total consideration of approximately $500 million.

On January 21, 2021, BIP issued 8 million Green Series 14 Preferred Units at an offering price of $25.00 per unit in a public offering in the U.S. Holders of the Series 14 Preferred Units are entitled to receive a cumulative quarterly fixed distribution at a rate of 5.0% per annum. Net proceeds from this offering totaled approximately $194 million and are in alignment with green bond principles as administered by the International Capital Markets Association (“ICMA”).

On February 10, 2021, BIP, alongside institutional partners, announced its intention to pursue a privatization transaction in respect of Inter Pipeline Ltd. (“IPL”).

On February 24, 2021, BIP established a U.S. commercial paper program under which a subsidiary of BIP may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $500 million. The proceeds of the commercial paper issuances will be used for general corporate purposes.

On February 26, 2021, BIP acquired an effective 11% interest in a European residential distribution business for total consideration of approximately $20 million.

On February 26, 2021, BIP acquired an additional 15% interest in Jose Maria de Macedo de Eletricidade S.A. (“JMM”) for approximately $20 million. JMM owns and operates approximately 760 kilometers of electricity transmission lines in Brazil.

On March 8, 2021, Kinder Morgan, Inc. and BIP completed the sale of a 25% minority interest in Natural Gas Pipeline Company of America LLC to a fund controlled by ArcLight Capital Partners, LLC for $830 million.

On March 8, 2021, BIP completed the sale of a 13% interest in its U.S. gas pipeline for net proceeds of approximately $410 million.

On April 30, 2021, BIP acquired an additional 3% interest in a Brazilian natural gas transmission operation for approximately $85 million.

On May 12, 2021, BIP’s United Kingdom (“U.K.”) regulated distribution business, BUUK Infrastructure No. 1 Limited, sold its smart meters business for gross consideration of approximately $820 million.

On May 24, 2021, Brookfield Infrastructure Finance ULC issued $250 million of fixed rate subordinated notes maturing May 24, 2081 with a coupon of 5.00% in a public offering in the U.S.

On June 7, 2021, BIP sold its 25% interest in its Canadian district energy operations, Enwave Energy Corporation, for net consideration of approximately $450 million.

On July 14, 2021, BIP announced a joint venture with Digital Realty Trust to develop and operate data centers in India. To date, $5 million (net to BIP) has been invested to establish the business and begin acquiring land for future development.

On July 16, 2021, BIP sold its 40% interest in its U.S. district energy operations, BIF II US District Energy Holdings LLC, for net consideration of approximately $550 million.

On August 20, 2021, BIP, alongside institutional partners, acquired an effective 41% interest in IPL for total consideration of approximately $2.8 billion in connection with its previously announced privatization (the “initial IPL acquisition”). Subsequently, BIP acquired an additional 18% interest for approximately $1.2 billion, including pursuant to the completion of a statutory plan of arrangement on October 28, 2021 (along with the initial IPL acquisition, hereafter referred to as the “IPL acquisitions”). In connection with the IPL acquisitions, $1.9 billion of BIPC exchangeable shares and units of a BIP subsidiary exchangeable into BIPC exchangeable shares were issued.

On September 30, 2021, BIP redeemed all of its outstanding cumulative Class A Preferred Limited Partnership Units, Series 5, for $206 million.

On October 31, 2021, a consortium including BIP signed a binding agreement to acquire 100% of AusNet. The transaction was completed on February 16, 2022.

On November 16, 2021, BIP sold the remaining 17% stake in its Chilean toll road business for net consideration of approximately $165 million.

On November 17, 2021, BIP issued 9,476,900 limited partnership units and BIPC issued 2,140,000 BIPC exchangeable shares for gross proceeds of approximately $690 million (approximately $660 million net of issuance costs) in public offerings in the U.S. and Canada. In a concurrent private placement, Brookfield acquired 7,104,300 redeemable partnership units for approximately $400 million.

On December 15, 2021, BIP acquired an effective 15% interest in Boxt Limited, a U.K. residential infrastructure operation, for total consideration of approximately $20 million.

On December 24, 2021, BIP acquired an additional 15% interest in Giovanni Sanguinetti Transmissora de Energia S.A.(“Sanguinetti”) and Veredas Transmissora de Electricidade S.A. (“Veredas”) for approximately $20 million and $15 million, respectively. Sanguinetti and Veredas own and operate approximately 430 kilometers and 440 kilometers of electricity transmission lines in Brazil, respectively.

In December 2021, a subsidiary of BIP agreed to the sale of its 50% interest in a freehold landlord port in Victoria, Australia. The subsidiary is expected to receive net proceeds of approximately $300 million.

In 2020, our infrastructure segment generated FFO of $569 million, an increase from the prior year. This increase was due to incremental contributions from capital deployed and higher realized disposition gains, partially offset by the temporary loss of earnings caused by the global economic shutdowns and the impact of foreign exchange.

On January 14, 2020, BIP completed the sale of its 17% interest in a Colombian regulated distribution operation for total consideration of approximately $90 million.

On February 6, 2020, BIP sold a further 17% interest in its Chilean toll road business for total consideration of approximately $170 million.

On March 31, 2020, BIP completed the distribution to existing holders of its BIP LP Units, by way of special distribution, BIPC exchangeable shares. BIP unitholders received one BIPC exchangeable share for every nine BIP LP Units pursuant to the special distribution. Each BIPC exchangeable share is structured with the intention of providing an economic return equivalent to one BIP LP Unit, including identical dividends on a per share basis to the distributions paid on each BIP LP Unit. Each BIPC exchangeable share is exchangeable, at the BIPC shareholder’s option, for one BIP LP Unit or its cash equivalent.

On April 7, 2020, Brookfield Infrastructure Finance ULC issued C$400 million of medium-term notes. C$200 million of the medium-term notes mature September 11, 2028 and have a coupon of 4.2%. These notes were issued at a premium with an effective

interest rate of 4.1% per annum. The remaining C$200 million of medium-term notes mature on October 9, 2029 and have a coupon of 3.4%. These notes were issued at a discount with an effective interest rate of 4.1%.

On April 14, 2020, BIP secured an incremental $1 billion syndicated revolving credit facility. The facility matures on April 14, 2022. Loans under this facility accrue interest at LIBOR plus 2.1% during the period prior to April 14, 2021, and 2.2% thereafter. These corporate credit facilities are available to provide short-term liquidity for new investment opportunities and for general working capital purposes.

On July 14, 2020, BIP sold its 11% interest in its Texas electricity transmission operation for total after-tax consideration of approximately $60 million.

On July 15, 2020, BIP acquired an additional 6% interest in its Colombian natural gas transmission operation for total consideration of approximately $25 million. As a result of the transaction, BIP increased its ownership to 21%.

On August 31, 2020, BIP acquired an effective 17% interest in an Indian telecom tower operation for total consideration of approximately $585 million.

On September 1, 2020, Brookfield Infrastructure Finance ULC issued C$500 million of medium-term notes maturing September 1, 2032 with a coupon of 2.9%. On October 6, 2020, a portion of the proceeds were used to early redeem C$450 million of medium-term notes maturing March 11, 2022.

On September 21, 2020, BIP issued 8 million Inaugural Green Series 13 Preferred Units at an offering price of $25.00 per unit in a public offering in the U.S. Holders of the Series 13 Preferred Units are entitled to receive a cumulative quarterly fixed distribution at a rate of 5.125% per annum. Net proceeds from this offering totaled approximately $195 million and are in alignment with green bond principles as administered by the ICMA.

On September 24, 2020, BIP, through a co-controlling interest in a joint venture with Blackstone Infrastructure Partners, acquired a 6% interest in an U.S. liquefied natural gas (“LNG”) export facility, Cheniere Energy Partners, for approximately $425 million, inclusive of contingent consideration.

On December 7, 2020, BIP sold 22% of its interest in its Australian export terminal for total after-tax consideration of approximately $55 million. Its 49% retained interest was remeasured using the initial public offering price which implied a fair value of $465 million.

In 2019, our infrastructure segment generated FFO of $464 million, a decrease of $138 million from the prior year. This is primarily as a result of lower amounts of realized disposition gains being partially offset by contributions from capital deployed across the operations and solid same-store growth.

In January 2019, BIP acquired an effective 29% interest in DCI Data Centers, an Australian-based data center business, for approximately $50 million.

On February 5, 2019, a wholly-owned subsidiary of BIP issued four million Senior Preferred Shares, Series 1 (“Series 1 Shares”), at an offering price of C$25.00 per share in a public offering in Canada. Holders of the Series 1 Shares are entitled to receive a cumulative quarterly fixed dividend at a rate of 5.85% annually for the initial period ending March 31, 2024. Net proceeds from this offering totaled approximately C$97 million or $73 million.

On February 7, 2019, BIP completed the sale of one third of its interest (approximately 17%) in its Chilean toll roads business for total consideration of approximately $365 million. Proceeds included a $200 million distribution from a local financing completed at the business prior to the sale of our interest. BIP received $165 million.

On March 22, 2019, BIP alongside institutional partners (the “EWPL consortium”) acquired East West Pipeline, a 1,480 kilometer cross-country gas pipeline in India, for total consideration of approximately $225 million (EWPL consortium total of $960 million).

On March 29, 2019, BIP alongside its institutional partners, acquired an effective 12% interest in a Brazilian data center operation, Ascenty Participacoes S.A. for approximately $190 million.

On April 12, 2019, BIP through a Brookfield-sponsored infrastructure fund, acquired an additional 15% interest in Esperanza Transmissiora de Energia S.A. for approximately $10 million.

On June 25, 2019, BIP closed the sale of its 40% interest in its European port business for net proceeds of approximately $135 million.

On July 17, 2019, BIP issued 13,529,750 limited partnership units at an offering price of $42.5 per unit in public offerings in the U.S. and Canada. In a concurrent private placement, the Corporation acquired 6,128,000 redeemable partnership units at the offering price, net of commissions. Gross proceeds from this equity offering totaled approximately $825 million ($801 million net of issuance costs). Net proceeds were used primarily to fund an active and advanced pipeline of new investment opportunities and for general working capital purposes.

On July 31, 2019, BIP alongside a strategic partner, acquired Vodafone New Zealand, an integrated telecommunications provider in New Zealand for $2.3 billion. BIP contributed approximately $175 million of equity for our 12% interest in the company.

On August 8, 2019, BIP through a Brookfield-sponsored infrastructure fund acquired an additional 15% interest in Odoya Transmissora de Energia S.A. for approximately $10 million.

On October 7, 2019, Brookfield Infrastructure Finance ULC issued C$500 million of medium-term notes maturing October 9, 2029 with a coupon of 3.4%. Net proceeds were used to early redeem C$375 million of medium-term notes maturing October 30, 2020.

On October 7, 2019, and October 21, 2019, BIP acquired a 13% interest in Ramones II Norte and an 11% interest in Ramones II Sur, respectively, for approximately $140 million. Collectively, these are the regulated natural gas transmission businesses in Mexico.

In November 2019, BIP completed the sale of 100% of its interest in its district energy and distribution business in Australia for approximately $275 million.

On November 13, 2019, BIP completed the sale of 100% of its interest in the Carlsbad plant of its California water desalination business for $22 million.

On December 19, 2019, BIP alongside its institutional partners, acquired an effective 25% interest in a U.K. telecommunications infrastructure operation, Wireless Infrastructure Group, for total consideration of approximately $140 million.

On December 30, 2019, BIP alongside its institutional partners, acquired an effective 9% interest in U.S.-listed railroad operator Genesee & Wyoming Inc. in a take-private transaction for approximately $500 million.

On December 31, 2019, BIP alongside its institutional partners, acquired an effective 29% interest in the federally regulated portion of Enbridge Inc’s Western Canadian natural gas gathering and processing business for approximately $245 million.

On January 26, 2022, BBU alongside institutional partners signed an agreement to acquire Cupa Group, a leading provider of slate roofing products, for approximately $950 million. Closing of the transaction remains subject to customary closing conditions and is expected to occur in the second quarter of 2022.

On March 1, 2022, BBU announced that it had filed its final prospectus and that its registration statement has been declared effective in respect of the special distribution of one BBUC exchangeable share of BBUC for every two BBU LP units outstanding. Each BBUC exchangeable share is exchangeable into a BBU LP unit and the creation of BBUC provide investors with greater flexibility to invest in BBU’s globally diversified services and industrial operations. The special distribution of BBUC was completed on March 15, 2022.

On March 18, 2022, BBU alongside institutional partners signed an agreement to acquire La Trobe Financial Services Pty Limited (“La Trobe”), a leading Australian non-bank lender and asset manager, for approximately $1.1 billion, including a contingent payment tied to La Trobe achieving certain performance milestones. Closing of the transaction remains subject to customary closing conditions and regulatory approvals, including approval by Australia’s Foreign Investment Review Board. Closing is expected to occur in the second quarter of 2022.

On March 29, 2022, BBU alongside institutional partners signed an agreement to acquire Nielsen Holdings plc (“Nielsen”), a global leader in third-party audience measurement, data and analytics across all forms of media and content, in an all-cash transaction valued at approximately $16 billion. We expect to invest approximately $2.65 billion by way of preferred equity convertible into 45% of Nielsen’s common equity. Closing of the transaction remains subject to customary closing conditions and the approval of the current holders of Nielsen’s common equity, and is expected to occur in the second half of 2022.

In 2021, our private equity segment generated FFO of approximately $2.03 billion during the year, representing an increase of approximately $1.1 billion from the prior year. FFO increased primarily due to disposition gains realized on the sale of common

shares of West Fraser Timber Co. Ltd. (“West Fraser”) and GrafTech International Ltd., as well as a higher contribution from Sagen MI Canada Inc. (“Sagen”) as a result of our increased ownership in Sagen and overall strong performance at this business.

On February 1, 2021, Norbord Inc. (“Norbord”), one of the world’s largest producers of oriented strand board (“OSB”) in which we owned an approximate 42% interest, closed an all-stock deal with West Fraser, whereby West Fraser acquired all of the issued and outstanding common shares of Norbord to create a global diversified wood products company. Under the acquisition, Norbord shareholders received 0.675 of a West Fraser common share for each Norbord common share. We beneficially owned approximately 19% of West Fraser upon closing of the acquisition and throughout 2021 sold our interest in West Fraser.

On April 1, 2021, BBU alongside institutional partners acquired the approximately 43% of Sagen that it did not already own at a price of C$43.50 per share, following the approval of the shareholders of Sagen not affiliated with BBU and its institutional partners. Sagen is the largest private residential mortgage insurer in Canada.

On October 4, 2021, BBU alongside institutional partners acquired 100% of DexKo Global Inc. (“DexKo”) for $3.8 billion. DexKo is a global manufacturer of highly engineered components for trailer, recreational vehicle and towable equipment providers.

On October 27, 2021, BBU alongside institutional partners agreed to acquire Scientific Games Corporation’s global lottery services and technology business (“Scientific Games Lottery”) for approximately $5.8 billion. With innovative capabilities in game design, production, distribution, systems and terminals, and turnkey technology solutions, Scientific Games Lottery has long-term relationships with approximately 130 lottery entities in over 50 countries. Closing of the transaction remains subject to customary closing conditions, including regulatory approvals, and is expected to occur in the second quarter of 2022.

On December 15, 2021, BBU alongside institutional partners acquired 100% of Modulaire Group (“Modulaire”) for approximately $5 billion. Modulaire is a leading provider of modular leasing services in Europe and Asia-Pacific meeting the needs of a diversified customer base across the industrial, infrastructure and public sectors.

In 2020, our private equity segment generated FFO of approximately $935 million, representing an increase of approximately $91 million from the prior year. FFO increased primarily due to an increase in OSB pricing at Norbord, as well as a full year of contribution Sagen, Clarios International LP (“Clarios International”) and Healthscope Limited (“Healthscope”). This increase in fiscal year 2020 FFO was partially offset by lower realized dispositions gains compared to 2019.

On January 31, 2020, BBU alongside institutional partners acquired a 49% interest in Brand Industrial Services (“BrandSafway”) from Clayton, Dubilier & Rice (“CD&R”) for $1.3 billion of equity. CD&R continues to own 49% of BrandSafway, with the BrandSafway management team owning a minority interest in the business.

In 2019, our private equity segment generated FFO of approximately $844 million, representing an increase of approximately $49 million from the prior year. FFO increased as a result of contributions from the acquisition of Clarios International and Healthscope during the year, as well as a full year contribution from Westinghouse Electric Company, LLC (“Westinghouse”). The increase was partially offset by the absence of contributions from businesses sold during the year and compared with 2018.

On April 30, 2019, BBU alongside institutional partners, including Caisse de dépôt et placement du Québec, acquired 100% of Johnson Controls’ Power Solutions business for $13.2 billion. This business, now rebranded as Clarios International, produces batteries for global automakers and aftermarket distributors and retailers for use in nearly all types of vehicles, including hybrid and electrical models.

On May 31, 2019, BBU alongside institutional partners sold its 100% ownership interest in BGIS, a leading global provider of facilities management services, to CCMP Capital Advisors, LP for approximately $1 billion.

On June 6, 2019, BBU alongside institutional partners acquired 100% of Healthscope, the second largest private hospital operator in Australia and the largest pathology services provider in New Zealand, in a take-private transaction of an Australian Stock Exchange listed company for A$5.7 billion ($4.1 billion).

On December 12, 2019, BBU alongside institutional partners acquired a 57% controlling interest in Sagen (then known as Genworth MI Canada Inc.) from Genworth Financial, Inc. for approximately C$2.4 billion ($1.8 billion).

On December 13, 2019, BBU alongside institutional partners sold an 81% controlling interest in North American Palladium Inc. (“NAP”), a Canadian mining company and the only pure-play palladium producer in the world, to Impala Platinum Holdings Limited (“Implats”) for approximately $570 million. The agreement was part of a broader transaction whereby Implats also acquired the remaining 19% of NAP’s issued and outstanding shares not owned by us.

In 2021, we announced the final closing of our growth fund, Brookfield Technology Partners II (“BTP II”), with total capital commitments exceeding our initial target of $500 million. A diverse group of limited partners committed to BTP II, including insurers, public and private pension plans, family offices and high-net-worth investors. Roughly half of the limited partners (“LPs”) in the fund are new investors within Brookfield, further expanding the firm’s reach and deepening its investor base. Investors from the U.S., Canada, Europe, the Middle East and Asia Pacific are all represented in the fund.

In 2020, the Corporation launched a technology strategy dedicated to investing in growth-oriented businesses at the intersection of real assets and technology. This strategy focuses on investments in software, marketplace and other technology-enabled service companies that are transforming sectors and markets where Brookfield has an existing presence, has established operating expertise and can serve as a value-added partner. Brookfield believes that such companies will be well positioned to drive change and innovation across the real asset ecosystem.

On January 20, 2022, the Corporation announced that at the expiry of the initial acceptance period for the voluntary public takeover offer for the acquisition of all outstanding alstria office REIT-AG (“Alstria”) shares on January 17, 2022, Alexandrite Lake Lux Holdings S.à r.l. (“Lake Lux”), a company controlled by one of Brookfield’s private real estate funds, together with funds affiliated with Lake Lux, secured approximately 71% of the total share capital and voting rights of Alstria. The minimum acceptance threshold of 50% plus one Alstria share (including the shares already held by funds affiliated with Lake Lux) has therefore been exceeded and all closing conditions of the offer have been fulfilled.

On March 29, 2022, Benedict Real Estate Bidco Ltd., a subsidiary of one of Brookfield’s real estate private funds, made an offer to purchase Hibernia REIT, a public real estate investment trust headquartered in Dublin, Ireland, for approximately $1.2 billion. Hibernia’s board, who own approximately 1.37% of the company’s shares, have recommended the offer to its shareholders.

On January 4, 2021, the Corporation announced a proposal to acquire all BPY LP Units and exchangeable limited partnership units of Brookfield Office Properties Exchange LP (“Exchange LP Units”) that it did not previously own (the “Privatization”) for $18.17 cash per unit, the Corporation’s Class A Shares, or preferred units of Brookfield Property Preferred L.P. with a liquidation preference of $25.00 per unit (“New LP Preferred Units”), subject to pro-ration. On July 16, 2021, the Privatization was approved by the BPY unitholders. On July 26, 2021, the Corporation completed the Privatization and the acquisition of all Class A stock, par value $0.01 per share (“BPYU Units”) of BPYU that it did not previously own. The BPY LP Units were delisted from the TSX and Nasdaq at market close on July 26, 2021. The BPYU Units were delisted from Nasdaq at market close on the same date. The New LP Preferred Units issued in the Privatization began trading on the TSX under the symbol BPYP.PR.A and Nasdaq under the symbol BPYPM on July 27, 2021.

Based on BPY unitholder elections, together with the amounts to be delivered to holders of BPYU Units, an aggregate of 51,971,192 units elected for cash, 271,358,615 units elected for the Corporation’s Class A Shares and 17,970,971 units elected for New LP Preferred Units. As holders elected to receive more Class A Shares than were available under the transaction, BPY unitholders that elected to receive Class A Shares received 54.5316% of the aggregate Class A Shares they elected to receive and the balance was delivered 93.05% in cash and 6.95% in New LP Preferred Units. BPY unitholders who made an election to receive 100% of their consideration in cash received $18.17 in cash and BPY unitholders who made an election to receive 100% of their consideration in New LP Preferred Units received 0.7268 New LP Preferred Units.

Cash consideration of approximately $3.0 billion was paid by BPY and the Corporation distributed 59,279,263 Class A shares and 19,287,783 New LP Preferred Units to holders of BPY LP Units, BPYU Units and Exchange LP Units. The cash consideration was funded to BPY by the Corporation in exchange for approximately $2.5 billion non-voting common equity of a BPY subsidiary which is accounted for as non-controlling interests by BPY with the remainder for New LP Preferred Units. The New LP Preferred Units were recognized at a fair value of approximately $474 million upon issuance.

After the Privatization, all of the outstanding BPY LP Units are owned by the Corporation. No Exchange LP Units or BPYU Units are held by public holders following the Privatization. In connection with the Privatization, approximately $250 million of preferred equity of BPYU was fully redeemed for cash.

In the first quarter of 2021, BPY sold its 50% interest in Bay Adelaide North in Toronto for approximately $291 million. In addition, BPY conveyed two retail assets to lenders in satisfaction of outstanding debt obligations of $247 million and $90 million, respectively. BPY also sold four retail assets in the U.S. for approximately $73 million.

In the second quarter of 2021, BPY converted its preferred equity interest in a portfolio of select-service hospitality assets valued at approximately $472 million into common shares. BPY also acquired a portfolio of manufactured housing assets in the Brookfield Strategic Real Estate Partners II (“BSREP II”) fund for approximately $159 million.

In the third quarter of 2021, BPY sold seven retail assets in the U.S. for approximately $58 million; and eight multifamily assets in the U.S. for approximately $690 million.

In the fourth quarter of 2021, BPY sold eight multifamily assets in the U.S. for approximately $1.2 billion, two of which were sold to Brookfield Real Estate Income Trust (“Brookfield REIT”); an office complex in Canada for approximately $277 million; its 20% interest in an office asset in U.K. to Brookfield REIT for net proceeds of approximately $101 million; two retail assets in the U.S. for approximately $278 million; two office assets in Brazil for approximately $386 million; and a hospitality asset in the U.S. for approximately $356 million; and closed its flagship real estate debt fund, Brookfield Real Estate Finance Fund VI (BREF VI), with consortium of investors who made a total capital commitment of over $4 billion, of which Brookfield committed $400 million.

In the first quarter of 2020, BPY sold an office asset in California in the BSREP II fund for approximately $131 million.

In the second quarter of 2020, BPY sold approximately 50% of its interests in two multifamily properties, One Blue Slip and Andorra, into joint ventures with Brookfield Premier Real Estate Partners Pooling LLC for net proceeds of approximately $102 million and $44 million, respectively. In addition, in the second quarter, BPY restructured its joint venture partnership in Water Tower Place in which BPY acquired an incremental 43.9% interest through the assumption of its partner’s share of debt held on the property.

In the third quarter of 2020, BPY completed the recapitalization of Atlantis Paradise Island resort with a consortium of investors who made a total commitment of $300 million in the form of preferred equity, of which BPY committed approximately $125 million.

In the fourth quarter of 2020, BPY sold its interest in One London Wall Place in London for approximately $614 million; a portfolio of self-storage assets in the U.S. in the BSREP II fund for approximately $1.2 billion; its partial interest in a portfolio of triple-net lease assets in the U.S. in the Brookfield Strategic Real Estate Partners I (“BSREP I”) fund for approximately $728 million; two office assets in Brazil in the BSREP II fund for approximately $372 million; and five multifamily assets in the U.S. in the BSREP II fund for approximately $390 million.

In the first quarter of 2019, the Brookfield Strategic Real Estate Partners III (BSREP III) fund held its final close with a total equity commitment of $15 billion. Prior to final close, BPY had committed to 25%, representing a controlling interest in the fund. Upon final close, on January 31, 2019, BPY reduced its commitment to $1 billion, representing a 7% non-voting position.

In the second quarter of 2019, BPY sold its interest in 2001 M Street in Washington, D.C. for approximately $121 million and a portfolio of office assets in California in the BSREP I fund for approximately $270 million.

In the third quarter of 2019, BPY sold its interest in the Darling Park office complex in Sydney for approximately $438 million and 3 Spring Street in Sydney for approximately $119 million. BPY also sold a portfolio of triple-net lease assets in the U.S. in the BSREP I fund for approximately $585 million. Additionally, in the third quarter, BPY acquired an incremental 49.7% interest in 730 Fifth Avenue in New York for approximately $779 million.

In the fourth quarter of 2019, BPY acquired its joint venture partners’ incremental interest in four properties including Park Meadows in Colorado, Towson Town Center in Maryland, Perimeter Mall in Georgia, and Shops at Merrick Park in Florida,

bringing BPY’s ownership in each of the malls to 100%. Concurrently, BPY sold its interest in Bridgewater Commons in New Jersey to the joint venture partner. BPY also sold in this fourth quarter its interest in Jessie Street Centre in Sydney for approximately $282 million. In addition, BPY sold five multifamily assets in the U.S. in the BSREP I fund for approximately $1.1 billion. BPY also acquired an incremental 50% interest in One and Two London Wall Place in London for approximately $229 million.

To date, the real estate secondaries business (“Secondaries”) launched the fundraising of a dedicated real estate secondaries fund in September 2021 and is planning to have a first closing in 2022. Secondaries raised $1.9 billion of third-party capital across four separately managed accounts. Since March 2021, Secondaries has committed / invested approximately $1.5 billion of capital across seven investments and is in advanced discussions on an additional two investments, representing approximately $300 million of capital. The nine transactions are across North America and Australia within the logistics and multifamily sectors.

In 2020, the Corporation established Secondaries, which is a natural extension of our real estate equity and debt strategies. The business is focused on serving as a reliable solutions provider to both general partners and LPs to gain access to high quality assets in major metropolitan markets at a discount to the long term intrinsic value. This strategy leverages Brookfield’s transactional expertise and established operating businesses to enhance sourcing, underwriting, execution and asset management.

On January 7, 2022, following the receipt of required regulatory approvals and pursuant to the investment agreement with American Equity Investment Life Holding Company (“AEL”) (“AEL Investment Agreement”), Brookfield Asset Management Reinsurance Partners Ltd. (“Brookfield Reinsurance”) purchased an additional 6,775,000 shares of common stock of AEL at $37.33 per share, bringing its total combined equity interest in AEL to approximately 16%.

On June 24, 2021, we sold 9,106,042 common shares of AEL to a wholly owned subsidiary of Brookfield Reinsurance, along with the right under the AEL Investment Agreement to acquire additional common shares of AEL representing, inclusive of the 9,106,042 common shares, up to 19.9% (but no less than 15%) of the issued and outstanding common shares of AEL in two tranches, subject to certain conditions.

On June 28, 2021, the Corporation completed its previously announced special dividend, pursuant to which each holder of Brookfield Class A Shares and Brookfield Class B Limited Voting Shares (“Class B Shares”) of record as of June 18, 2021 received one class A exchangeable limited voting share of Brookfield Reinsurance for every 145 Brookfield Class A Shares and Brookfield Class B Shares held. The class A exchangeable limited voting shares of Brookfield Reinsurance commenced trading on the TSX and on the NYSE under the symbol “BAMR” on June 28, 2021.

On August 9, 2021, Brookfield Reinsurance entered into a definitive merger agreement pursuant to which Brookfield Reinsurance agreed to acquire American National Group, Inc. (“American National”) in an all-cash transaction valued at approximately $5.1 billion, representing a 100% ownership interest in American National. The merger is expected to close in the first half of 2022 and is subject to certain customary closing conditions, including receipt of insurance regulatory approvals.

On September 3, 2021, Brookfield Reinsurance closed its first large-block reinsurance agreement, reinsuring approximately $2 billion of deferred annuities.

On October 11, 2021, pursuant to the terms of the AEL Investment Agreement, Brookfield Reinsurance closed the AEL Reinsurance Treaty (as defined below) with American Equity Investment Life Insurance Company (“AEILIC”), a subsidiary of AEL. Under the reinsurance agreement, Brookfield Reinsurance has reinsured a block of approximately $4 billion of in-force policies, and will reinsure up to an additional approximately $6 billion of AEILIC’s “IncomeShield” or other mutually agreed liabilities issued by AEL on a flow basis.

In October 2020, the Corporation entered into a strategic partnership with AEL, a leading retirement planning annuity provider, pursuant to which the parties agreed to enter into a reinsurance transaction for the reinsurance of up to approximately $10 billion of fixed index annuity liabilities of AEL (the “AEL Reinsurance Treaty”). In addition, the Corporation agreed to acquire an up to 19.9% (but not less than 15.5%) equity interest in AEL in two tranches, subject to certain conditions.

In November 2020, the Corporation announced its intention to distribute to its shareholders, by way of a special dividend, shares in Brookfield Reinsurance. Brookfield Reinsurance was established by the Corporation to serve as a new publicly traded platform for its growing insurance business.

In November 2020, the Corporation acquired 9,106,042 common shares in AEL, representing an initial equity stake in AEL of 9.9%. The acquisition of the remaining equity interest in AEL remained subject to execution of the AEL Reinsurance Treaty, regulatory approval and other closing conditions.

On February 4, 2022, the Corporation closed a $400 million offering by re-opening its 3.900% notes due 2028, issued at a price equal to 107.134% of their face value for an effective yield of 2.553%, and a $400 million offering of 3.625% notes due 2052, issued at a price equal to 99.908% of their face value for an effective yield of 3.630%.

On April 12, 2021, the Corporation closed a $500 million offering of 2.724% notes due 2031. A portion of the proceeds from the offering were used to redeem the Corporation’s C$600 million 4.54% notes due March 31, 2023.

On May 20, 2021, the Corporation announced the TSX approval of a normal course issuer bid to purchase up to 132.8 million Class A Shares, representing at the time approximately 10% of the public float of Class A Shares, through open market purchases on the NYSE and TSX. Under the bid, which commenced on May 25, 2021 and is set to expire on May 24, 2022, the Corporation has, as of March 8, 2022, purchased 3,308,573 Class A Shares at an average price of $53.83.

On July 26, 2021, the Corporation closed a $600 million offering of 2.340% notes due 2032 and a $250 million offering of 3.500% notes due 2051 (“2051 notes”). The 2051 notes were issued at a price equal to 104.590% of their face value for an effective yield of 3.255%.

On August 17, 2021, the Corporation announced the TSX approval of a normal course issuer bid to purchase up to 10% of the public float of each series of the Corporation’s outstanding Class A Preference Shares that are listed on the TSX, through open market purchases on the TSX. Under the bid, which commenced on August 20, 2021 and is set to expire on August 19, 2022, the Corporation has not purchased any Class A Preference Shares as of the date of this Annual Information Form.

On February 21, 2020, the Corporation closed a $600 million offering of 3.45% notes due 2050, issued at a price equal to 99.058% of their face value for an effective yield of 3.501%. A portion of the proceeds from the offering were used to redeem the Corporation’s C$350 million 5.30% notes due March 1, 2021.

On April 9, 2020, the Corporation closed a $600 million offering of 4.350% notes due 2030, issued at a price equal to 99.903% of their face value for an effective yield of 4.362%. On April 14, 2020, the Corporation closed an additional $150 million of the 4.350% notes at a price equal to 99.878% of their face value for an effective yield of 4.365%.

On August 3, 2020, the Corporation committed $750 million to our latest distressed debt fund.

On September 28, 2020, the Corporation closed a $500 million offering of 3.50% notes due 2051, issued at a price equal to 99.313% of their face value for an effective yield of 3.537%.

On October 16, 2020, the Corporation closed a $400 million inaugural green subordinated note offering. The notes are due 2080 and have a coupon of 4.625%.

On May 21, 2019, the Corporation announced the TSX approval of a normal course issuer bid to purchase up to 82.5 million Class A Shares, representing at the time approximately 10% of the public float of Class A Shares, through open market purchases on the NYSE and TSX. Under the bid, which commenced on May 24, 2019 and expired on May 23, 2020, the Corporation purchased 6,394,165 Class A Shares at an average price of $55.85 ($37.23 on a split adjusted basis).

On August 16, 2019, the Corporation announced the TSX approval of a normal course issuer bid to purchase up to 10% of the public float of each series of the Corporation’s outstanding Class A Preference Shares that are listed on the TSX, through open market purchases on the TSX. Under the bid, which commenced on August 20, 2019 and expired on August 19, 2020, the Corporation did not purchase any Class A Preference Shares.

We provide a diverse product mix of private funds and dedicated public vehicles, which allow investors to invest in our five key asset classes and participate in the strong performance of the underlying portfolio. We invest in a disciplined manner, targeting returns of 12-15% over the long-term with strong downside protection, allowing our investors and their stakeholders to meet their goals and protect their financial futures.

In addition, we maintain significant invested capital on the Corporation’s balance sheet where we invest alongside our investors. This capital generates annual cash flows that enhance the returns we earn as an asset manager, creates a strong alignment of interest, and allows us to bring the following strengths to bear on all our investments:

Our financial returns are represented by the combination of the earnings of our asset management business, as well as capital appreciation and distributions from our invested capital. The primary performance measure we use is FFO which we use to evaluate the performance of our segments.

Our operations are organized into our asset management business, five operating businesses and our corporate activities, which collectively represent seven operating segments for internal and external reporting purposes. We measure operating performance primarily using FFO generated by each operating segment and the amount of capital invested by the Corporation in each segment using common equity. Common equity relates to invested capital allocated to a particular business segment which we use interchangeably with segment common equity. To further assess operating performance for our asset management segment we also provide unrealized carried interest which represents carried interest generated on unrealized changes in value of our private fund investment portfolios, net of realized carried interest.

In assessing operating performance and capital allocation, we separately identify the portion of FFO and common equity within our segments that relate to our perpetual affiliates (which, as used in this Annual Information Form means BEP, BEPC, BIP, BIPC, BBU, BBUC and BPY). We believe that identifying the FFO and common equity attributable to our perpetual affiliates enables investors to understand how the results of these entities are integrated into our financial results and is helpful in analyzing variances in FFO between reporting periods. Additional information with respect to these perpetual affiliates is available in their public filings. We also separately identify the components of our asset management FFO and realized disposition gains included within the FFO of each segment in order to facilitate analysis of variances in FFO between reporting periods.

Our asset management business is a premier global alternative asset manager, with approximately $690 billion in assets under management and operations spanning more than 30 countries on five continents. We have over 1,000 investment professionals that employ a disciplined investment approach to create value and deliver strong risk-adjusted returns for our clients across market cycles.

With an over 100-year heritage as a global owner and operator of real assets, we focus on investing in the backbone of the global economy across renewable power and transition, infrastructure, private equity, real estate and credit.

We put our own capital to work alongside our investors’ in virtually every transaction, aligning interests and bringing the strengths of our operational expertise, global reach and large-scale capital to bear on everything we do.

We offer our clients a large and growing number of investment products to assist them in achieving their financial goals, providing a diverse set of long-term and perpetual private funds and dedicated public vehicles across each of the asset classes in which we invest and spanning various investment strategies.

As the asset manager of these investment products, we earn base management fees in addition to incentive distributions, performance fees, or carried interest depending on the product offering.

Our asset management business focuses on raising capital by establishing new investment products for our clients, identifying and acquiring high-quality assets, delivering strong underlying investment performance and executing timely monetizations or refinancings. If we execute in these areas, this should equate to growth in fee-bearing and carry eligible capital and in turn higher fee revenues, fee-related earnings and realized carried interest over time.

We manage and earn fees on a diverse range of renewable power and transition, infrastructure, private equity, real estate and credit funds. These funds have a long duration, are closed-end and include opportunistic, value-add, core and core plus investment strategies.

We manage perpetual capital in our perpetual affiliates, as well as in our core and core plus private funds, which can continually raise new capital. From our perpetual strategies, we earn:

We manage publicly listed funds and separately managed accounts, focused on fixed income and equity securities across real estate, infrastructure and natural resources. We earn base management fees, which are based on committed capital and fund NAV, and performance income based on investment returns.

We manage our liquidity and capitalization on a group-wide basis, which we organize into three principal tiers:

Our overall approach is to maintain appropriate levels of liquidity throughout the organization to fund operating, development and investment activities as well as unforeseen requirements. The following are key elements of our capital strategy:

A key element of our capital strategy is to maintain significant liquidity at the corporate level, primarily in the form of cash, financial assets and undrawn credit lines.

Within our perpetual affiliates and private funds, we strive to:

We have approximately 180,000 operating employees worldwide who are instrumental in maximizing the value and cash flows from our operations.

We believe that strong operating experience is essential in maximizing efficiency and productivity – and ultimately, returns. We do this by maintaining a culture of long-term focus, alignment of interest and collaboration through the people we hire and our operating philosophy. This in-house operating expertise developed through our heritage as an owner-operator is invaluable in underwriting acquisitions and executing value-creating development and capital projects.

As an asset manager, the starting point is establishing new funds and other investment products for investors. This in turn provides the capital to invest, from which we earn base management fees, incentive distributions and performance-based returns such as carried interest. Accordingly, we create value by increasing our amount of fee-bearing capital and by achieving strong investment performance that leads to increased cash flows and asset values.

We follow a value-based approach to investing and allocating capital. We believe that our disciplined approach, global reach and our operating expertise enable us to identify a wide range of potential opportunities, and allow us to invest at attractive valuations and generate superior risk-adjusted returns. We also leverage our considerable expertise in executing recapitalizations, operational turnarounds and large development and capital projects, providing additional opportunities to deploy capital.

We finance our operations predominantly on a long-term investment-grade basis, and most of our capital consists of equity and standalone asset-by-asset financing with minimal recourse to other parts of the organization. We utilize relatively modest levels of corporate debt to provide operational flexibility and optimize returns. This provides us with considerable stability, improves our ability to withstand financial downturns and enables our management teams to focus on operations and other growth initiatives.

Our strong, time-tested operating capabilities enable us to increase the value of the assets within our businesses and the cash flows they produce, and they help to protect capital in adverse conditions. Our operating expertise, development capabilities and effective financing can help ensure that an investment’s full value creation potential is realized, which we believe is one of our most important competitive advantages.

We actively monitor opportunities to sell or refinance assets to generate proceeds; in our limited life funds that capital is returned to investors, and in the case of our perpetual funds, we then redeploy the capital to enhance returns. In many cases, returning capital from private funds completes the investment process, locks in investor returns and gives rise to performance income.

We create value from earning robust returns on our investments that compound over time and grow our fee-bearing capital. By generating value for our investors and shareholders, we increase fees and carried interest received in our asset management business, and grow cash flows that compound value in our invested capital.

Managing risk is an integral and critical part of our business. We have a well-established, proactive and disciplined risk management approach that is based on clear operating methods and a strong risk management culture. We ensure that we have the necessary capacity and resilience to respond to changing environments by evaluating both current and emerging risks. We adhere to a robust risk management framework and methodology that is designed to enable comprehensive and consistent management of risk across the organization. We use a thorough and integrated risk assessment process to identify and evaluate risk areas across the business such as human capital, climate change, liquidity, disruption, regulatory compliance and other strategic, financial, and operational risks. Management and mitigation approaches and practices are tailored to the specific risk areas and executed by business and functional groups for their businesses and areas of responsibility, with appropriate coordination and oversight through monitoring and reporting processes.

Our business philosophy is based on our conviction that acting responsibly toward our stakeholders is foundational to operating a productive, profitable and sustainable business, and that value creation and sustainable development are complementary goals. This view has been underpinned by what we have learned throughout our 120-year history as an owner and operator of long-term assets, many of which form the backbone of the global economy. Our long-term focus lends itself to implementing robust ESG programs throughout our asset management business and underlying operations, which has always been a key priority for us.

As part of each acquisition, investment teams create a tailored integration plan that includes, among other things, material ESG-related matters for review or execution. Brookfield looks to advance ESG initiatives and improve ESG performance to drive long-term value creation, as well as to manage any associated risks. This is because we have witnessed and continue to see a strong correlation between managing these considerations and enhancing investment returns. It is the responsibility of the management teams within each portfolio company to manage ESG risks and opportunities through the investment’s life cycle, supported by the applicable investment team. The combination of having local accountability and expertise in tandem with Brookfield’s investment and operating capabilities is important when managing a wide range of asset types across jurisdictions.

When preparing an asset for divestiture, we create robust business plans outlining potential value creation deriving from several different factors, including ESG considerations. We also prepare both qualitative and quantitative data that summarize the ESG

performance of the investment and provide a holistic understanding of how Brookfield has managed the investment during the holding period.

Below is a summary of some of the ESG initiatives that we undertook in 2021. For additional information, please refer to the Brookfield’s latest ESG report, which is available on the Responsibility page at brookfield.com.

We support the goal of net zero GHG emissions by 2050 or sooner. We believe that the transition to net zero represents an enormous investment opportunity estimated at $3.5–$5.0 trillion annually and will require large economic adjustments and potential rewiring of virtually every industry. We are committed to doing our part to support the global decarbonization effort.

To formalize our support, in March 2021, Brookfield became a signatory to the Net Zero Asset Managers (“NZAM”) initiative. As part of joining this initiative, we will (i) work on decarbonization goals, consistent with an ambition to reach net-zero emissions by 2050 or sooner across all assets under management; (ii) set an interim target of a specific proportion of our assets to be managed in line with net zero, with targeted emissions reduction by 2030; and (iii) review this interim target at least every five years, with a view to increasing the proportion of AUM covered until 100% of assets are included. As an initial step, we are working on creating a consistent GHG emissions inventory across our portfolio companies and are in the process of setting an interim target that outlines the proportion of assets to be managed in line with net zero by 2030.

We believe many of our operating businesses are well-positioned to play a critical role in the transition to net zero. We are one of the largest pure-play global owners and operators of hydroelectric, wind and solar power generation facilities, and we have a significant development portfolio. In addition, we are one of the world’s largest owners of real estate, and the majority of our office and retail assets have earned green building certificates, thereby meeting stringent environmental sustainability standards. Finally, our infrastructure and private equity businesses encompass a diverse range of assets, many of which not only help form the backbone of the global economy but are well positioned to generate positive environmental outcomes.

In 2021, we launched BGTF, Brookfield’s first dedicated impact fund, which will invest in the global transition to net zero. Specifically, the fund will focus on investments that contribute to the decarbonization of the global economy across three main themes: (i) new-build renewable power generation and related technologies that provide additional capacity to the energy mix; (ii) business transformation of companies in industries, such as steel, cement and chemicals, which require both renewable power generation to lower their carbon footprint and capital to decarbonize their production processes; and (iii) the provision of capital to electricity generators to enable them to shift from coal to gas and from gas to renewables. We are in the final stages of closing this $15 billion fund and have already started putting capital to work.

We have continued to be active in the sustainable finance market, with issuances in 2021 reaching $8 billion across green bonds and hybrid securities, sustainability-linked debt and sustainability-linked loans, up from $3.6 billion in 2020. We also published the Brookfield Asset Management Green Bond and Preferred Securities Framework, which lays out the process for evaluating and selecting the eligible investments, the use and management of the proceeds, and the reporting frequency and format.

In 2021, we became supporters of the TCFD, and many of the above-mentioned initiatives also relate to our continued effort to align with the TCFD recommendations. This applies to embedding climate change considerations into our strategy through our net-zero commitment, our sustainable financing efforts and the launch of our inaugural transition fund. In addition, in 2021 we also undertook a climate risk assessment to better understand the potential physical and transition risks, as well as opportunities, across all our businesses. We are leveraging those results to identify ways to improve our approach to climate change mitigation and adaptation and continue to integrate these considerations into our business and investment strategies.

Finally, we continue to align our business with the TCFD recommendations and are targeting to publish TCFD disclosures for the 2022 fiscal year in 2023.

We recognize that our people drive our success. Developing our 2,300 asset management employees and ensuring their continued engagement is one of our top priorities. We aim to create an environment that is built on strong relationships and conducive to

developing our workforce, and where individuals from diverse backgrounds can thrive. In 2021, we continued to work on ensuring that our talent attraction and retention efforts and our diversity, equity and inclusion efforts are in line with best practices.

Our approach to diversity, equity and inclusion has been deliberate and is integrated into our human capital development processes and initiatives. Specifically, over the last five years, we have more than doubled our employee population and during this period we have increased our female representation at the most senior levels of the organization by 140%; female representation among managing partners/managing directors increased from 7% to 19%, and among senior vice presidents from 15% to 33%.

Further, in 2021, we launched a global process for employees to self-identify their ethnicity. This information will assist us in identifying specific areas of focus related to increasing ethnic diversity. Our response rate in countries with more than 100 employees (U.S., Canada, Australia, the U.K. and Brazil) was 92%. These results demonstrate our current state of diversity:

Having a diverse workforce reinforces our culture of collaboration and strengthens our ability to develop team members and maintain an engaged workforce. We seek to foster a diverse and inclusive workplace by ensuring our leaders understand their role in creating an inclusive environment and by maintaining a focus on disciplined talent management processes that seek to mitigate the impact of unconscious bias. We believe that these priorities are foundational to our success in enhancing diversity and inclusion within our workplace, where career advancement is directly tied to performance and to alignment with our values of making decisions with intense collaboration and a long-term focus.

Occupational health and safety continues to be integral to how we manage our businesses. As health and safety risk varies across industries, sectors, and the nature of operations, we emphasize the importance of our operating businesses having direct accountability and responsibility for managing and reporting risks within their operations, with Brookfield providing support and strategic oversight at the business’ board (or similarly situated governance body.) For details on our health and safety framework, as it relates to our operating businesses, please refer to Brookfield’s latest ESG report.

Our approach to addressing modern slavery is designed to be commensurate with the risks we face, which vary based on jurisdiction, industry and sector. In 2021, we expanded our U.K. modern slavery and human trafficking policy to a global modern slavery policy that covers all Brookfield entities and provides guidance on measures to prevent and detect modern slavery. In addition, we have several other policies and procedures that provide guidance on the identification of modern slavery risks and the steps to be taken to mitigate these risks. These include our Code of Conduct, Vendor Management Guidelines, ESG Due Diligence Guidelines, ABC Program, Anti-Money Laundering Program and Whistleblowing Program. Our portfolio companies’ senior management teams are each responsible for identifying and managing the modern slavery and human rights risks for their individual businesses.

Employees in certain jurisdictions and functions receive modern slavery training as part of the onboarding process and access ongoing training, as necessary. In particular, we regularly train employees involved in higher-risk functions, such as procurement. We also encourage employees, suppliers and business partners to report concerns in accordance with our Whistleblowing Policy.

We are cognizant of the fact that the risks of modern slavery and human trafficking are complex and evolving, and we will continue to work on addressing these risks in our business.

The pandemic placed high demands on all of our people, requiring close coordination across the organization, increased communication with investors and employees, and deep engagement with communities and other stakeholders around the world. Over this period, our experience reinforced for us what we consider to be the core strengths of Brookfield: adhering to a business model that supports resilience, keeping a long-term perspective—especially during periods of uncertainty and volatility—

maintaining a collaborative corporate culture, and putting our assets and resources to good use for the community. It will likely take years to understand the full extent of the pandemic’s global impact; however, we believe that we have emerged more resilient, more flexible and, in some ways, more connected than ever.

We recognize that strong governance is essential to sustainable business operations, and we aim to conduct our business according to the highest ethical and legal standards.

In 2021, Brookfield formally established Proxy Voting Guidelines, which apply when Brookfield votes proxies for its own accounts and those of its clients. These guidelines ensure that we vote in our investors’ best interests, in accordance with any applicable proxy voting agreements and consistent with the investment mandate. While our public securities holdings are modest relative to our assets under management, we considered it important to formally record the variety of ESG factors that we assess in determining whether voting a proxy is in the client’s best interests, including gender equality, board diversity, ecology and sustainability, climate change, ethics, human rights, and data security and privacy. As part of our Proxy Voting Guidelines, Brookfield has created a Proxy Voting Committee that comprises senior executives across Brookfield and oversees proxy voting across our holdings.

We aim to uphold strong governance practices, and we actively monitor proposed and evolving ESG legislation, regulation and market practices in all jurisdictions in which we operate. This includes, for example, the EU Sustainable Finance Disclosure Regulation and EU Taxonomy Regulation as well as the newly announced International Sustainability Standards Board. We seek to continuously improve and refine our processes by actively participating in the development and implementation of new industry standards and best practices.

Data privacy and cybersecurity remain key ESG focus areas for us. In 2022, we undertook initiatives to further enhance our data protection and threat-intelligence capabilities, and we worked on improving our processes for third-party risk management. We review and update our cybersecurity program annually and conduct regular external-party assessments of our program maturity based on the NIST Cybersecurity Framework. The results of the NIST Cybersecurity Maturity Assessment conducted in 2021 validated the strength of our program. Finally, in addition to continued mandatory cybersecurity education for all employees, we enhanced our phishing simulations to include social engineering.

Finally, we continue to align our business practices with leading frameworks for responsible investing and are an active participant in industry forums and other organizations. We are a signatory to the United Nations-supported Principles for Responsible Investment (“PRI”), which demonstrates our ongoing commitment to responsible investment and ESG best practices. As a participant in organizations like the PRI, the TCFD and NZAM, we are committed to ongoing engagement and stewardship and the promotion of leading ESG practices—both with our portfolio companies and with the broader asset management industry—that are designed to enhance the value of our assets and businesses. In addition, through our membership in these organizations and other industry forums, we remain actively involved in discussions aimed at advancing ESG awareness across private and public markets and enhance our reporting and protocols in line with evolving best practices.

In terms of ownership in the Corporation’s subsidiaries, as at March 4, 2022, directors and executive officers of the Corporation collectively owned, or controlled or directed, directly or indirectly, 774,910 limited partnership units of BBU, 522,776 limited partnership units of BIP, 46,519 BIPC Class A exchangeable shares, 198,383 limited partnership units of BEP, and 49,595 BEPC Class A exchangeable shares, representing less than 1% of the issued and outstanding securities of each of these classes, respectively.

The Corporation’s subordinated notes have been assigned a BBB rating. An obligation rated BBB has adequate capacity to meet financial commitments, however, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. BBB is the second sub-category out of three within the fourth highest rating of the ten standard categories of ratings on S&P’s long-term rating issuer credit rating scale.

The F2 rating assigned to the Corporation’s commercial paper indicates that the Corporation has good intrinsic capacity for timely payment of financial commitments. An F2 rating is the second highest of the five categories on Fitch’s short-term rating scale.

The BBB rating assigned to the Corporation’s subordinated notes indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. The absence of a modifier denotes that it is in the second sub-category out of three within the fourth highest rating of the nine standard categories of ratings on Fitch’s long-term rating scale.