Brookfield Asset Management (BAM) F-10Registration of securities (Canada)

There are being registered under this registration statement on Forms F-10 and F-3 (this “Registration Statement”) such indeterminate number of (i) debt securities of Brookfield Corporation (formerly known as Brookfield Asset Management Inc.) (“BN”), Brookfield Finance Inc. (“BFI”), Brookfield Finance II Inc. (“BFI II”), Brookfield Capital Finance LLC (“BCF”), Brookfield Finance (Australia) Pty Ltd (the “AUS Issuer”) and Brookfield Finance I (UK) plc (the “UK Issuer”); (ii) guarantees by BN of the debt securities issued by BFI, BFI II, BCF, the AUS Issuer and the UK Issuer; (iii) Class A Preference Shares issuable by BN (“BN Preference Shares”) and Class A Limited Voting Shares (“BN Class A Shares”) issuable by BN or to be resold by selling securityholders; (iv) preferred shares representing limited liability company interests (the “US Preferred Shares”) in Brookfield Finance II LLC (“BFL II”); and (v) guarantees by BN of the US Preferred Shares issued by BFL II, in each case, in offerings from time to time at indeterminate prices, with the maximum aggregate public offering price not to exceed $3,500,000,000 (in U.S. dollars or the equivalent thereof in non-U.S. currencies). Any securities registered by this Registration Statement may be sold separately or as units with other securities registered under this Registration Statement. The proposed maximum initial offering price per security will be determined, from time to time, by the applicable registrant(s) and/or the selling securityholders in connection with the sale of such securities. In addition, pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the BN Class A Shares being registered hereunder include such indeterminate number of such securities as may be issuable with respect to the BN Class A Shares as a result of stock splits, stock dividends, or similar transactions.

The guarantees being registered hereon are being sold without separate consideration. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee for the guarantees is payable.

Formerly known as Brookfield Asset Management Inc.

BN, together with BFI, BFI II, BCF, the AUS Issuer, the UK Issuer and BFL II (such additional registrants, other than BN, the “Co-Registrants”), previously filed a registration statement on Form F-10/Form F-3 (File Nos. 333-267243 and 333-267244), initially filed on September 2, 2022, as amended on September 16, 2022 and declared effective on September 20, 2022 (the “September 2022 Registration Statement”), which registered an indeterminate number of securities to be sold by the registrants and had an aggregate initial offering price not to exceed US$3,500,000,000. The September 2022 Registration Statement was not fully used, resulting in $1,500,000,000 as the unsold aggregate offering amount. This unused amount represents approximately 42.9% of the $324,450 of the registration fees on the September 2022 Registration Statement and results in a fee offset of $139,050. The registrants have terminated or completed any offerings that included the unsold securities under the September 2022 Registration Statement.