Brookfield Wealth Solutions (BNT) F-4Registration of securities (foreign)

As filed with the Securities and Exchange Commission on August 18, 2023

Registration Nos. 333-          and           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Brookfield Asset Management LLC

Brookfield Place

250 Vesey Street, 15th Floor

New York, New York 10281-1023

(212) 417-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service of the Registrants)

Copies to:

Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☒

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP (as defined below), indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this document may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities, and no person is soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This document is important and requires your immediate attention. If you are in doubt as to any aspect of the document, you should consult your investment dealer, broker, lawyer or other professional adviser. The Offer has not been approved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer, upon the securities offered pursuant to the Offer or upon the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence.

PRELIMINARY AND SUBJECT TO CHANGE, DATED AUGUST 18, 2023

August 18, 2023

BROOKFIELD REINSURANCE LTD.

OFFER TO EXCHANGE

up to 40,000,000 of issued and outstanding Class A Limited Voting Shares of

BROOKFIELD CORPORATION

for up to 40,000,000 of class A-1 exchangeable non-voting shares of Brookfield Reinsurance Ltd.

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (EASTERN TIME) ON ●, 2023 UNLESS THE OFFER IS EXTENDED (the “Expiration Time”) OR WITHDRAWN.

Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”, “company”, “we”, “our” or “us”) hereby offers (the “Offer”) to exchange, upon the terms and subject to the conditions described herein, up to 40,000,000 Class A Limited Voting Shares of Brookfield Corporation (“Brookfield Class A Shares”, and each, a “Brookfield Class A Share”), including the Brookfield Class A Shares that may become issued and outstanding after the date of the Offer and prior to the Expiration Time upon the exercise of options or any other rights to acquire the Brookfield Class A Shares (such options or rights, the “Other Securities”) for newly-issued class A-1 exchangeable non-voting shares of Brookfield Reinsurance (“class A-1 exchangeable shares”, and each, a “class A-1 exchangeable share”). Under U.S. securities laws, Brookfield Corporation may also be deemed an offeror with respect to the Offer.

Under the Offer, each holder of Brookfield Class A Shares (each, a “Brookfield Shareholder”, and collectively, “Brookfield Shareholders”) who has properly tendered Brookfield Class A Shares, and who has not properly withdrawn such Brookfield Class A Shares, will receive one class A-1 exchangeable share for each Brookfield Class A Share tendered, on the terms and subject to the conditions of the Offer, including the provisions relating to pro-ration described in this document.

The class A-1 exchangeable shares will be: (i) exchangeable into Brookfield Class A Shares; and (ii) convertible into class A exchangeable limited voting shares of Brookfield Reinsurance (“class A exchangeable shares”, and together with the class A-1 exchangeable shares, the “exchangeable shares”), in each case on a one-for-one basis and on the terms described in this document. Each class A exchangeable share of our company is also exchangeable with Brookfield Corporation at the option of the holder for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of Brookfield Corporation), subject to certain limitations. See Section 1 of the Circular (as defined herein), “Information with respect to Brookfield Reinsurance”.

The Offer is subject to a number of conditions, including the Listing Condition (as defined herein). Brookfield Reinsurance, subject to applicable law, including Rule 14e-1(c) under the United States Securities Exchange Act of 1934 (the “Exchange Act”), reserves the right to terminate the Offer and not take up and exchange any Brookfield Class A Shares tendered in the Offer if the conditions to the Offer are not satisfied or, where permitted, waived. See Section 8 of the Offer to Exchange (as defined herein), “Conditions to the Offer”.

The purpose of the Offer is to increase the equity base and market capitalization of Brookfield Reinsurance, which operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions, and which in turn will position Brookfield Reinsurance for future growth. Brookfield Reinsurance is a “paired entity” to Brookfield Corporation by virtue of (i) the exchangeable shares (A) being exchangeable into Brookfield Class A Shares on a one-for-one basis and (B) receiving distributions at the same time and in the same amounts as dividends on the Brookfield Class A Shares, and (ii) Brookfield Corporation owning 100% of the class C shares (as defined herein). These features enable the Offer to be structured so that the equity base and market capitalization of Brookfield Reinsurance can be enhanced without any dilution to Brookfield Shareholders. The Offer also provides Brookfield Shareholders with an alternative, efficient means through which to hold an interest in overall Brookfield. While each class A-1 exchangeable share is exchangeable for a Brookfield Class A Share on a one-for-one basis, Brookfield Class A Shares are not by their terms exchangeable for class A-1 exchangeable shares. The Offer therefore provides an important opportunity for holders of Brookfield Class A Shares that would prefer to hold more of their interest in overall Brookfield through the ownership of exchangeable shares of Brookfield Reinsurance, which represents an alternative security through which to hold an interest in Brookfield Corporation. Following the completion of the Offer, it is expected that the Brookfield Class A Shares tendered in the Offer will either be returned to Brookfield Corporation for cancellation or, subject to applicable law and regulatory requirements, retained by Brookfield Reinsurance. The class A-1 exchangeable shares being offered are non-voting in order to address, among other things, certain insurance regulations applicable to Brookfield Reinsurance, which generally prohibit any person from owning more than 10% of the voting shares of our company without having received the requisite regulatory approvals. Following the Offer, investors who desire to do so will have the right to convert their class A-1 exchangeable shares into class A exchangeable shares on a one-for-one basis, subject to the conditions described in more detail in this document. See Section 1 of the Circular, “Information with respect to Brookfield Reinsurance — Description of Our Share Capital”, Section 5 of the Circular, “Purpose of and Background to the Offer” and Section 10 of the Offer, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

At its annual general and special meeting of shareholders held on August 17, 2023 (the “Brookfield Reinsurance Meeting”), Brookfield Reinsurance received shareholder approval to issue up to a maximum of 101,899,808 exchangeable shares, during the twelve-month period from the date of the Brookfield Reinsurance Meeting, in connection with one or more exchange transactions whereby Brookfield Shareholders would have the option to exchange their Brookfield Class A Shares for newly-issued class A exchangeable shares and/or class A-1 exchangeable shares of Brookfield Reinsurance on a one-for-one basis (the “Share Issuance”).

The Brookfield Class A Shares are listed on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the symbol “BN”. On August 14, 2023, the closing price of the Brookfield Class A

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Shares on the NYSE and the TSX was $34.65 and C$46.75, respectively. The class A exchangeable shares are listed on the NYSE and the TSX under the symbol “BNRE”. On August 14, 2023, the closing price of the class A exchangeable shares on the NYSE and the TSX was $34.34 and C$46.21, respectively.

There is currently no public market for our class A-1 exchangeable shares. We intend to apply to list our class A-1 exchangeable shares on the NYSE under the symbol “BNRE.A”. We expect that trading of our class A-1 exchangeable shares will commence on ●, 2023. The listing of our class A-1 exchangeable shares on the NYSE is subject to our company fulfilling all of the requirements of the NYSE. The NYSE has not authorized our listing application and there is no assurance that the NYSE will authorize the listing application. The TSX has conditionally approved the listing of our class A-1 exchangeable shares on the TSX under the symbol “BNRE.A”. The listing of our class A-1 exchangeable shares on the TSX is subject to our company fulfilling all of the requirements of the TSX on or before October 31, 2023. The Offer is subject to a number of conditions, including the Listing Condition.

As of August 15, 2023, there were 10,450,952 class A exchangeable shares and 1,638,077,866 Brookfield Class A Shares issued and outstanding. The maximum of 40,000,000 Brookfield Class A Shares that Brookfield Reinsurance is offering to exchange pursuant to the Offer represents 2.44% of the total number of 1,638,077,866 Brookfield Class A Shares issued and outstanding as of August 15, 2023. Assuming the Offer is fully subscribed and assuming that the Brookfield Class A Shares tendered for exchange will be returned by Brookfield Reinsurance to Brookfield Corporation, and subsequently cancelled by Brookfield Corporation, after giving effect to the Offer, there will be 10,450,952 class A exchangeable shares, 40,000,000 class A-1 exchangeable shares and 1,598,077,866 Brookfield Class A Shares issued and outstanding. See Section 3 of the Offer to Exchange, “Number of Brookfield Class A Shares and Pro-Ration of Tenders”.

The securities offered in the Offer involve certain risks. For a discussion of risk factors that you should consider in evaluating the Offer, see the section entitled “Risk Factors” beginning on page 21.

Neither the SEC nor any state securities commission has approved or disapproved of the transaction or the securities to be delivered in connection with the Offer, passed upon the merits or fairness of transaction, or passed upon the adequacy or accuracy of the disclosure in the document. Any representation to the contrary is a criminal offense.

Shareholders should carefully consider the income tax consequences of the Offer. See the sections entitled “Certain Material Canadian Federal Income Tax Considerations” beginning on page 88 and “Certain Material United States Federal Income Tax Considerations” beginning on page 72.

CURRENCY OF INFORMATION AND MEANING OF CERTAIN REFERENCES

Unless otherwise indicated, information in this document is given as of August 18, 2023.

Unless the context requires otherwise, the terms “we”, “us”, “our”, “Brookfield Reinsurance” or the “company” means Brookfield Reinsurance Ltd. together with all of its subsidiaries and the term “Brookfield” means Brookfield Corporation (formerly Brookfield Asset Management Inc.), its subsidiaries and controlled companies, including, unless the context otherwise requires, BAM (as defined herein), and any investment fund sponsored, managed or controlled by Brookfield Corporation or its subsidiaries, and does not, for greater certainty, include us or Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC and its subsidiaries.

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HISTORICAL PERFORMANCE AND MARKET DATA

This document contains information relating to our business as well as historical performance and market data. When considering this data, you should bear in mind that historical results and market data may not be indicative of the future results that you should expect from us or Brookfield.

FINANCIAL INFORMATION

The financial information contained in this document is presented in United States dollars. In this document, all references to “$” are to United States dollars and references to “C$” are to Canadian dollars.

The financial statements of Brookfield Reinsurance incorporated by reference herein have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The financial statements of Brookfield Corporation incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) as permitted by securities regulators in Canada, as well as in the United States under the status of a “foreign private issuer” under the Exchange Act.

MARKET DATA AND INDUSTRY DATA

Market and industry data presented throughout, or incorporated by reference in, this document was obtained from third party sources, industry publications and publicly available information, as well as industry and other data prepared by us and Brookfield on the basis of our collective knowledge of the Canadian, U.S. and international markets and economies (including estimates and assumptions relating to these markets and economies based on that knowledge). We believe that the market and economic data is accurate and that the estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data used throughout this document, or incorporated by reference herein, are not guaranteed and we do not make any representation as to the accuracy of such information. Although we believe it to be reliable, we have not independently verified any of the data from third party sources referred to or incorporated by reference in this document, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources.

FORWARD LOOKING STATEMENTS

In addition to historical information, this document contains “forward-looking information” and “forward looking statements” within the meaning of applicable securities laws, including those described under the heading “Risk Factors” in this document and under the headings “Risk Relating to Our Operating Subsidiaries and Industry” and “Risks Relating to Regulation” in Brookfield Reinsurance’s U.S. GAAP Financial Statements and MD&A (as defined herein), under the heading “Risk Factors” in Brookfield Reinsurance’s Annual Report (as defined herein) and under the heading “Business Environment and Risks” in Brookfield Corporation’s Annual Report (as defined herein), each incorporated by reference herein. Forward-looking information may relate to Brookfield Reinsurance’s and Brookfield’s outlook and anticipated events or results and may include information regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividends, distributions, plans and objectives of the company. Particularly, information regarding future results, performance, achievements, prospects or opportunities of Brookfield Reinsurance, Brookfield Corporation or the Canadian, U.S. or international markets is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or

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“does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. Forward-looking information contained in this document includes, but is not limited to, the expected timetable for the Offer; statements relating to the results, effects and timing of the Offer; statements relating to the AEL Acquisition (as defined herein), including the expected timing of closing of the AEL Acquisition; the expected timing of the dividend or distribution on the class C shares or the Preferred Shares (as defined herein), or other similar transaction, by Brookfield Reinsurance to Brookfield Corporation; the tax treatment of Brookfield Shareholders; the anticipated effects of the Offer; and expected benefits of tendering to the Offer, both to Brookfield Reinsurance and to Brookfield Shareholders.

The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.

Brookfield Reinsurance cautions that the foregoing list of important factors that may affect future results is not exhaustive. The forward-looking statements represent our views as of the date of this document and should not be relied upon as representing our views as of any date subsequent to the date of this document. While we anticipate that subsequent events and developments may cause our views to change, we disclaim any obligation to update the forward-looking statements, other than as required by applicable law.

For further information, see also the section entitled “Risk Factors” beginning on page 21 and the sections entitled “Risk Relating to Our Operating Subsidiaries and Industry” and “Risks Relating to Regulation” in Brookfield Reinsurance’s U.S. GAAP Financial Statements and MD&A, the section entitled “Risk Factors” in Brookfield Reinsurance’s Annual Report and the section entitled “Business Environment and Risks” in Brookfield Corporation’s Annual Report, each of which is incorporated by reference in this document, for a discussion of the risk factors applicable to Brookfield Reinsurance’s business and an investment in our exchangeable shares and the risk factors applicable to Brookfield Corporation’s business and an investment in Brookfield Class A Shares. Copies of our and Brookfield Corporation’s continuous disclosure filings are available electronically on EDGAR on the SEC’s website at www.sec.gov or on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to put undue reliance on forward-looking statements. Brookfield Reinsurance and Brookfield Corporation disclaim any intent or obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

NOTICE TO BROOKFIELD SHAREHOLDERS IN THE UNITED STATES

In connection with the Offer, Brookfield Reinsurance and Brookfield Corporation have filed with the SEC a registration statement on Form F-4. This document, which forms a part of the Form F-4, constitutes a prospectus and offer to exchange with respect to the Offer. BROOKFIELD SHAREHOLDERS ARE URGED TO READ SUCH REGISTRATION STATEMENT, AS AMENDED, AND THIS DOCUMENT AND ANY AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO ANY SUCH DOCUMENTS, AS EACH BECOMES AVAILABLE, BECAUSE EACH CONTAINS OR WILL CONTAIN IMPORTANT INFORMATION ABOUT BROOKFIELD REINSURANCE, BROOKFIELD CORPORATION AND THE OFFER. The financial statements of Brookfield Corporation incorporated by reference herein have been prepared in accordance with IFRS, and thus may not be comparable to financial statements of U.S. companies.

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Brookfield Shareholders in the United States should be aware that the disposition of their Brookfield Class A Shares and the acquisition of class A-1 exchangeable shares by them as described in this document may have tax consequences both in the United States and in Canada. Brookfield Shareholders should be aware that owning class A-1 exchangeable shares may subject them to tax consequences both in the United States and in Canada. Such consequences for Brookfield Shareholders who are resident in, or citizens of, the United States may not be described fully in this document. Brookfield Shareholders are encouraged to consult their tax advisers. See Section 14 of the Circular, “Certain Material United States Federal Income Tax Considerations” and Section 15 of the Circular, “Certain Material Canadian Federal Income Tax Considerations”.

The enforcement by Brookfield Shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that each of Brookfield Reinsurance and Brookfield Corporation is formed under the laws of a non-U.S. jurisdiction, that some of their respective officers and directors may reside outside of the United States, that some or all of the experts named in this document may reside outside of the United States and that a substantial portion of the assets of Brookfield Reinsurance and Brookfield Corporation and such persons may be located outside the United States. Shareholders in the United States may not be able to sue Brookfield Reinsurance and Brookfield Corporation or their respective officers or directors in a non-U.S. court for violation of United States federal securities laws. It may be difficult to compel such parties to subject themselves to the jurisdiction of a court in the United States or to enforce a judgment obtained from a court of the United States.

The Offer is not subject to Section 14(d) of the Exchange Act, or Regulation 14D promulgated by the SEC thereunder. However, under U.S. securities laws, Brookfield Corporation may be deemed an offeror with respect to the Offer and therefore Brookfield Corporation has filed with the SEC an Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”), which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements to that document, may be examined, and copies may be obtained, at the same places and in the same manner set forth under Section 1 of the Circular, “Information with respect to Brookfield Reinsurance.” The Schedule TO will be amended to report any material changes in the terms of the Offer and to report the final results of the Offer as required by Rules 13e-4(c)(3) and 13e-4(c)(4) under the Exchange Act.

Brookfield Reinsurance, Brookfield Corporation or their respective affiliates and any adviser, broker or other person acting as the agent for, or on behalf of, or in concert with such persons, directly or indirectly, may bid for, make purchases of or make arrangements to purchase Brookfield Class A Shares outside the Offer pursuant to open market transactions at prevailing prices. Such bids, purchases or arrangements to purchase may be made during the period of the Offer or after expiration of the Offer.

ABOUT THIS DOCUMENT

Any statement contained in this document will be deemed to be modified or superseded for the purposes of this document to the extent that a statement contained herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed to be an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, in its unmodified or non-superseded form, to constitute a part of this document.

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TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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QUESTIONS AND ANSWERS ABOUT THE OFFER

This summary term sheet is solely for the convenience of Brookfield Shareholders and is qualified in its entirety by references to the full text and more specific details of the Offer described elsewhere in this document. We urge you to read this entire document, the related Letter of Transmittal and Notice of Guaranteed Delivery carefully and in their entirety as they contain a complete discussion of the Offer. Brookfield Shareholders are also urged to discuss their decisions with their financial, tax and legal advisers.

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NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF BROOKFIELD REINSURANCE, BROOKFIELD CORPORATION, OR THEIR RESPECTIVE AFFILIATES, THE BROOKFIELD REINSURANCE BOARD OF DIRECTORS OR THE BROOKFIELD CORPORATION BOARD OF DIRECTORS AS TO WHETHER BROOKFIELD SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING BROOKFIELD CLASS A SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN AS SET FORTH IN THE OFFER. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE BROOKFIELD REINSURANCE BOARD OF DIRECTORS, THE BROOKFIELD CORPORATION BOARD OF DIRECTORS OR THE DEPOSITARY.

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RISK FACTORS

An investment in the class A-1 exchangeable shares and the acceptance of the Offer are subject to certain risks. In assessing the Offer, Brookfield Shareholders should carefully consider the risks described in this document and under the heading “Risk Factors” in Brookfield Reinsurance’s Annual Report and under the heading “Business Environment and Risks” in Brookfield Corporation’s Annual Report, each incorporated by reference in this document, for a discussion of the risk factors applicable to Brookfield Reinsurance’s business and an investment in our exchangeable shares and the risk factors applicable to Brookfield Corporation’s business and an investment in Brookfield Class A Shares. Additional risks and uncertainties not presently known by Brookfield Reinsurance or Brookfield Corporation, or that Brookfield Reinsurance or Brookfield Corporation currently believe are not material, may also materially and adversely impact the successful completion of the Offer or the business, operations, financial condition, financial performance, cash flows, reputation or prospects of the Brookfield Reinsurance or Brookfield Corporation. Except as context may otherwise require, the following risk factors assume that the Offer has been completed.

Risks Relating to the Offer and the Class A-1 Exchangeable Shares

Our class A-1 exchangeable shares have never been publicly traded and an active and liquid trading market for our class A-1 exchangeable shares may not develop.

The listing of our class A-1 exchangeable shares will be subject to our company fulfilling all of the listing requirements of the NYSE and the TSX. There is currently no public market for our class A-1 exchangeable shares. We cannot predict the extent to which investor interest will lead to the development of an active and liquid trading market for our class A-1 exchangeable shares or, if such a market develops, whether it will be maintained. We cannot predict the effects on the price of our class A-1 exchangeable shares if a liquid and active trading market for our class A-1 exchangeable shares does not develop. In addition, if such a market does not develop, relatively small sales of our class A-1 exchangeable shares may have a significant negative impact on the price of our class A-1 exchangeable shares. A number of factors, principally factors relating to our company but also including factors specific to Brookfield Reinsurance and Brookfield Corporation and their business, financial condition and liquidity, economic and financial market conditions, interest rates, availability of capital and financing sources, volatility levels and other factors, could lead to a decline in the value of class A-1 exchangeable shares and a lack of liquidity in any market for class A-1 exchangeable shares.

The Brookfield Reinsurance Board of Directors and Brookfield Corporation Board of Directors have not made a recommendation as to whether Brookfield Shareholders should tender their Brookfield Class A Shares under the Offer, and neither Brookfield Reinsurance nor Brookfield Corporation have obtained a third-party determination that the Offer is fair to Brookfield Shareholders.

While both Brookfield Reinsurance and Brookfield Corporation believe that exchanges under the Offer by holders who prefer to invest in Brookfield overall through the ownership of exchangeable shares will be beneficial to Brookfield Reinsurance and Brookfield, the Brookfield Reinsurance Board of Directors and the Brookfield Corporation Board of Directors have not made, and will not make, any recommendation as to whether Brookfield Shareholders should tender their Brookfield Class A Shares under the Offer. Brookfield Reinsurance has not retained and does not intend to retain any unaffiliated representative to act for purposes of making any recommendation concerning the fairness of the Offer to Brookfield Shareholders. Brookfield Corporation is not making a recommendation to Brookfield Shareholders because each class A-1 exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and because there are a number of factors specific to each Brookfield Shareholder that will affect a shareholder’s decision as to whether to exchange a Brookfield Class A Share for a class A-1 exchangeable share, including the tax consequences of the exchange under the Offer and the tax attributes of the class A-1 exchangeable shares as compared to Brookfield Class A Shares. Brookfield Shareholders must make their own decisions as to whether to tender Brookfield Class A Shares under the Offer, and, if so, how many Brookfield Class A Shares to tender.

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Upon receipt of class A-1 exchangeable shares, you will become a shareholder in Brookfield Reinsurance, which will change some of the rights and privileges that you have as a shareholder of Brookfield Corporation.

Upon receipt of class A-1 exchangeable shares, you will become a shareholder in Brookfield Reinsurance, which will not entitle you to the same rights and privileges you had as a shareholder of Brookfield Corporation. For a detailed discussion of the material differences between the rights of holders of class A-1 exchangeable shares and holders of the Brookfield Class A Shares under the governing documents of our company and Brookfield Corporation, see Section 20 of the Circular, “Comparison of Shareholder Rights”.

As a result of certain regulatory limitations in our bye-laws, certain holders of class A-1 exchangeable shares may be unable to convert their class A-1 exchangeable shares into class A exchangeable shares.

Our bye-laws provide that no holder of our class A-1 exchangeable shares will be permitted to convert its class A-1 exchangeable shares into our class A shares unless the requesting holder has provided satisfactory evidence to us (in our reasonable determination), that either (i) it and its affiliates will not, after giving effect to the conversion, directly or indirectly, beneficially own, control or hold with the power to vote more than 9.9% of our class A exchangeable shares or (ii) it and its affiliates have received all required regulatory approvals and consents or, if applicable, exemptions or waivers, to beneficially own, control or hold with the power to vote more than 9.9% of our class A exchangeable shares (the “Regulatory Condition”). Investing in our class A-1 exchangeable shares and the acceptance of the Offer are subject to this risk and other risks.

Due to the Regulatory Condition in our bye-laws, investors may be limited in their ability to convert their class A-1 exchangeable shares into class A exchangeable shares, which could in effect limit such investors in their ability to vote on matters requiring approval of shareholders of Brookfield Reinsurance.

The class A-1 exchangeable shares generally will have no voting rights.

Except as otherwise required by Bermuda law and other than in the limited circumstances described in this document, holders of class A-1 exchangeable shares generally will have no voting rights. Our class A exchangeable shares and class B shares are the only classes that carry full voting rights. See Section 1 of the Circular, “Information with respect to Brookfield Reinsurance — Description of Our Share Capital — Class A Exchangeable Shares and Class A-1 Exchangeable Shares — Voting Rights of Class A-1 Exchangeable Shares”.

Holders of class A-1 exchangeable shares may be unable to convert their class A-1 exchangeable shares into class A exchangeable shares during certain periods.

Our bye-laws prohibit holders of class A-1 exchangeable shares from converting their class A-1 exchangeable shares into class A exchangeable shares during (i) the calendar month in which quarterly distributions are paid to holders of exchangeable shareholders or (ii) during the period commencing 10 business days prior to a record date for any special dividend or stock distribution and up to and including on the payment date for such dividend (the “Blackout Period”). Any notice given to the transfer agent to exercise the right of conversion on the class A-1 exchangeable shares purported to be delivered to the company during a Blackout Period will be deemed to have been received on the business day immediately following the date on which a Blackout Period expires.

As a result, holders of class A-1 exchangeable shares may be unable to convert their class A-1 exchangeable shares into class A exchangeable shares easily and during a desired time.

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Risks Relating to Taxation

General Tax Risks

Our aggregate tax liability and effective tax rate could be adversely affected in the future by changes in the tax laws of the countries in which we operate, including as a result of ongoing efforts by the member countries of the OECD.

We have operations in various countries that have differing tax laws and rates. Our tax reporting is supported by current domestic tax laws in the countries in which we operate and the application of tax treaties between the various countries in which we operate. Our income tax reporting is subject to audit by domestic and foreign authorities. Our effective tax rate may change from year to year based on changes in the mix of activities and income earned among the different jurisdictions in which we operate, changes in tax laws in these jurisdictions, changes in the tax treaties between various countries in which we operate, changes in our eligibility for benefits under those tax treaties, and changes in the estimated values of deferred tax assets and liabilities. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, or other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Such changes could result in a substantial increase in our aggregate tax liability and the effective tax rate on all or a portion of our income.

In recent years, the OECD, with the support of the G20, has developed proposals to address perceived base erosion and profit shifting (“BEPS”). BEPS refers to tax planning strategies that exploit gaps and mismatches in tax rules to artificially shift profits to locations with low or no tax and little or no economic activity, for the purpose of reducing a multinational group’s aggregate tax liability. In 2021, the OECD/G20 Inclusive Framework on BEPS published a statement updating and finalizing the key components of a “two pillar” plan for global tax reform, as agreed among a number of countries across the globe. Pillar I addresses tax nexus and the allocation of profits for tax purposes. Under Pillar II, a global minimum tax at the rate of 15% would be imposed on certain companies whose revenues exceed a threshold. In December 2022, the member states of the European Union unanimously voted to adopt the OECD’s minimum tax rules and phase them into national law, and in February 2023 the OECD released technical guidance on the global minimum tax which was agreed by consensus of the BEPS 2.0 (Pillars I and II) signatory jurisdictions. Under the European Union’s minimum tax directive, member states are to adopt domestic legislation implementing the minimum tax rules effective for periods beginning on or after December 31, 2023, with the “under-taxed profit rule” to take effect for periods beginning on or after December 31, 2024. Legislatures in multiple countries outside of the European Union have also drafted legislation to implement the OECD’s minimum tax proposal. As a result of these developments, the tax laws of certain countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes, including the adoption of the global minimum tax rules, could have a material adverse effect on our aggregate tax liability and effective tax rate in the future.

Bermuda Tax Risks

Our company could in the future become subject to income tax in Bermuda.

Under current Bermuda law, there is no income, corporate or profits tax or withholding tax, capital gains tax or capital transfer tax payable by the company. The company has applied for and has obtained from the Minister of Finance under The Exempted Undertaking Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to the company or to any of its operations or its shares, debentures or other obligations, until March 31, 2035. The company could be subject to taxes in Bermuda after that date. This assurance is subject to the proviso that it is not to be construed so as to prevent the application of any tax or duty to such persons as are ordinarily resident in Bermuda or to prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to any property leased to the company. The company pays annual Bermuda government fees, and one or more licensed Bermuda subsidiaries pay annual insurance license fees. In addition, all entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government.

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Canadian Tax Risks

The exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer, and the exchange of class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Brookfield Class A Shares pursuant to the exercise of the exchange right, will result in a disposition of the Brookfield Class A Shares, class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Canadian federal income tax purposes.

The exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer and the exchange of class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Brookfield Class A Shares pursuant to the exercise of the exchange right will result in a disposition of the Brookfield Class A Shares, class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Canadian federal income tax purposes. Resident Holders (as defined herein) generally will be subject to Canadian federal income tax on any resulting capital gain as further described under “Certain Material Canadian Federal Income Tax Considerations — Taxation of Holders Resident in Canada”. Non-Resident Holders (as defined herein) generally will not be subject to Canadian federal income tax on any resulting capital gain unless the Brookfield Class A Shares or class A-1 exchangeable shares or class A exchangeable shares, as applicable, constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder as further described under “Certain Material Canadian Federal Income Tax Considerations — Taxation of Holders not Resident in Canada”.

Dividends received or deemed to be received by Resident Holders on the class A-1 exchangeable shares or class A exchangeable shares, as applicable, will not be subject to the same Canadian federal income tax treatment as taxable dividends received or deemed to be received by Resident Holders from “taxable Canadian corporations”.

Dividends received (or deemed to be received) on the class A-1 exchangeable shares or class A exchangeable shares, as applicable, by a Resident Holder who is an individual will be included in computing the Resident Holder’s income and will not be subject to the gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends received from “taxable Canadian corporations” (as defined in the Tax Act).

Dividends received on the class A-1 exchangeable shares or class A exchangeable shares, as applicable, by a Resident Holder that is a corporation will be included in computing the corporate Resident Holder’s income and such Resident Holder will not be entitled to the inter-corporate dividend deduction in computing taxable income which generally applies to dividends received from taxable Canadian corporations.

Changes in Canadian federal income tax law might adversely affect our shareholders.

There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the CRA will not be changed in a manner that adversely affects our shareholders or Brookfield Corporation, our company or their affiliates. Any such developments may have a material adverse effect on our shareholders or the business, financial condition, and operating results of Brookfield Corporation, our company or any of their affiliates.

There can be no assurance that the class A exchangeable shares, class A-1 exchangeable shares or Brookfield Class A Shares will continue to be qualified investments for Registered Plans.

Our company and Brookfield Corporation, as applicable, will endeavor to ensure that the class A exchangeable shares, class A-1 exchangeable shares and Brookfield Class A Shares, as applicable, continue to be qualified investments for Registered Plans. However, no assurance can be given in this regard. The Tax Act imposes penalties for the acquisition or holding of non-qualified investments by Registered Plans. See Section 15 of the Circular, “Certain Material Canadian Federal Income Tax Considerations — Eligibility for Investment”.

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U.S. Tax Risks

The U.S. federal income tax consequences to a U.S. Holder that tenders Brookfield Class A Shares pursuant to the Offer are uncertain.

We intend to treat the class A-1 exchangeable shares as stock of our company for all U.S. federal income tax purposes, in which case a U.S. Holder that tenders Brookfield Class A Shares pursuant to the Offer generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the fair market value of the class A-1 exchangeable shares received pursuant to the Offer and the holder’s adjusted tax basis in the Brookfield Class A Shares exchanged therefor. However, the characterization of the class A-1 exchangeable shares and related rights for U.S. federal income tax purposes is uncertain. It is possible for the class A-1 exchangeable shares to be treated as stock of Brookfield Corporation for U.S. federal income tax purposes, in which case a U.S. Holder that tenders Brookfield Class A Shares pursuant to the Offer generally should not recognize gain or loss for U.S. federal income tax purposes upon the receipt of the class A-1 exchangeable shares. It is also possible for the class A-1 exchangeable shares and related rights to be treated as a derivative financial instrument, in which case the exchange by a U.S. Holder of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer may be treated as a sale of the Brookfield Class A Shares or as a taxable distribution on Brookfield Class A Shares, depending on the circumstances. These uncertain U.S. federal income tax consequences are described in greater detail below under the heading “Certain Material United States Federal Income Tax Considerations — Consequences to U.S. Holders — Exchange of Brookfield Class A Shares Pursuant to the Offer”. U.S. Holders are urged to consult their tax advisers regarding the proper U.S. federal income tax treatment of the exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer.

The U.S. federal income tax treatment of the class A-1 exchangeable shares is uncertain.

The U.S. federal income tax consequences to U.S. Holders of the ownership and disposition of class A-1 exchangeable shares will depend, in part, on whether the class A-1 exchangeable shares are, for U.S. federal income tax purposes, treated as stock of our company. No authority directly addresses the U.S. federal income tax treatment of a security with terms and related rights similar to the class A-1 exchangeable shares, and therefore the tax treatment of the class A-1 exchangeable shares is uncertain. We intend to treat the class A-1 exchangeable shares as stock of our company for all U.S. federal income tax purposes, including for U.S. federal income tax reporting purposes, and we believe that U.S. Holders have a reasonable basis for taking this position. However, alternative characterizations are possible. For example, the U.S. Internal Revenue Service (“IRS”) or a court might characterize the class A-1 exchangeable shares and related rights as stock of Brookfield Corporation or as a derivative financial instrument, with complex and uncertain tax consequences. No assurance can be provided that the IRS or a court will agree with our position that the class A-1 exchangeable shares constitute stock of our company, and the U.S. federal income tax consequences of an alternative characterization of the class A-1 exchangeable shares could be materially adverse to U.S. Holders, as described in greater detail below under the heading “Certain Material United States Federal Income Tax Considerations — Consequences to U.S. Holders”. U.S. Holders are urged to consult their tax advisers regarding the proper U.S. federal income tax treatment of the class A-1 exchangeable shares.

The U.S. federal income tax consequences to U.S. Holders of the exchange, conversion or redemption of class A-1 exchangeable shares are uncertain.

We intend to treat the class A-1 exchangeable shares as stock of our company for all U.S. federal income tax purposes. In such case, a U.S. Holder that exchanges class A-1 exchangeable shares for Brookfield Class A Shares pursuant to the exercise of the exchange right generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the fair market value of the Brookfield Class A Shares received (plus the amount of any cash received) and the holder’s adjusted tax basis in the class A-1 exchangeable shares exchanged therefor, a U.S. Holder that converts class A-1 exchangeable shares into class A exchangeable shares pursuant to the exercise of the conversion right may qualify for nonrecognition for U.S. federal income tax

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purposes, and the redemption of a U.S. Holder’s class A-1 exchangeable shares by our company generally will be treated with respect to the U.S. Holder either as (i) a sale or exchange eligible for capital gain or loss treatment or (ii) a distribution in respect of class A-1 exchangeable shares, depending on the circumstances. However, it is possible for the class A-1 exchangeable shares to be treated as stock of Brookfield Corporation for U.S. federal income tax purposes. In such case, a U.S. Holder that exchanges class A-1 exchangeable shares for Brookfield Class A Shares generally should not recognize gain or loss for U.S. federal income tax purposes, a U.S. Holder that converts class A-1 exchangeable shares into class A exchangeable shares may recognize gain or loss equal to the difference between the fair market value of the class A exchangeable shares received and the holder’s adjusted tax basis in the class A-1 exchangeable shares so converted, a U.S. Holder whose class A-1 exchangeable shares are redeemed by our company for Brookfield Class A Shares generally will be required to recognize gain or loss equal to the difference between the fair market value of such Brookfield Class A Shares and the holder’s adjusted tax basis in the class A-1 exchangeable shares so redeemed, and our company’s redemption of a U.S. Holder’s class A-1 exchangeable shares for cash generally will be treated with respect to the U.S. Holder either as (i) a sale or exchange eligible for capital gain or loss treatment or (ii) a distribution in respect of class A-1 exchangeable shares, depending on the circumstances. It is also possible for the class A-1 exchangeable shares and related rights to be treated as a derivative financial instrument, in which case the exchange or redemption of a U.S. Holder’s class A-1 exchangeable shares for Brookfield Class A Shares or the conversion by a U.S. Holder of class A-1 exchangeable shares into class A exchangeable shares may be a taxable event giving rise to ordinary income or loss. These uncertain U.S. federal income tax consequences are described in greater detail below under the heading “Certain Material United States Federal Income Tax Considerations — Consequences to U.S. Holders — Ownership and Disposition of Class A-1 Exchangeable Shares Received Pursuant to the Offer”. U.S. Holders are urged to consult their tax advisers regarding the U.S. federal income tax consequences of the exchange, conversion or redemption of class A-1 exchangeable shares.

The U.S. federal income tax treatment of the class A exchangeable shares received upon the exercise of the conversion right is uncertain.

The U.S. federal income tax consequences to U.S. Holders of the ownership and disposition of class A exchangeable shares received upon the exercise of the conversion right depend, in part, on whether the class A exchangeable shares are, for U.S. federal income tax purposes, treated as stock of our company. No authority directly addresses the U.S. federal income tax treatment of a security with terms and related rights similar to the class A exchangeable shares, and therefore the tax treatment of the class A exchangeable shares is uncertain. We treat the class A exchangeable shares as stock of our company for all U.S. federal income tax purposes, but alternative characterizations are possible. For example, the IRS or a court might characterize the class A exchangeable shares and related rights as stock of Brookfield Corporation or as a derivative financial instrument, with complex and uncertain tax consequences. No assurance can be provided that the IRS or a court will agree with our position that the class A exchangeable shares constitute stock of our company, and the U.S. federal income tax consequences of an alternative characterization of the class A exchangeable shares could be materially adverse to U.S. Holders. U.S. Holders are urged to consult their tax advisers regarding the proper U.S. federal income tax treatment of the class A exchangeable shares.

If our company is classified as a passive foreign investment company, U.S. persons who own exchangeable shares could be subject to adverse U.S. federal income tax consequences.

If our company is classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, a U.S. Holder who owns exchangeable shares could be subject to adverse tax consequences, including a greater tax liability than might otherwise apply, an interest charge on certain taxes deemed deferred as a result of our company’s non-U.S. status, and additional U.S. tax filing obligations, regardless of the number of exchangeable shares owned.

In general, a non-U.S. corporation will be a PFIC during a taxable year if (i) 75% or more of its gross income constitutes passive income or (ii) 50% or more of its assets produce, or are held for the production of, passive

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income. For these purposes, passive income generally includes interest, dividends, and other investment income. However, under an “active insurance” exception, income is not treated as passive if it is derived in the “active conduct” of an insurance business by a “qualifying insurance corporation”. The IRS has issued final and proposed regulations providing guidance on various aspects of the PFIC rules, including the active insurance exception. The proposed regulations will not be effective unless and until they are adopted in final form, although taxpayers generally may rely on the proposed regulations before adoption, provided the proposed regulations are applied consistently.

Based on the current and expected income, assets, and activities of our company, we do not expect our company to be classified as a PFIC for the current taxable year or in the foreseeable future. However, there is significant uncertainty regarding the application of the final and proposed regulations. The IRS has requested comments on several aspects of the proposed regulations governing the active conduct of an insurance business, and it is uncertain when the proposed regulations will be made final or whether the provisions of any final or temporary regulations will vary from the proposed regulations. Moreover, the PFIC determination is made annually at the end of each taxable year and depends on a number of factors, some of which are beyond our company’s control, including the value of our company’s assets and the amount and type of its income. Accordingly, there can be no assurance that our company or any of its non-U.S. subsidiaries will not be classified as PFICs for any taxable year or that the IRS will agree with our company’s belief regarding its PFIC status. U.S. Holders are urged to consult their tax advisers regarding the application of the PFIC rules, including the final and proposed regulations, with respect to their ownership and disposition of exchangeable shares.

If any of our non-U.S. subsidiaries are determined to have related person insurance income, U.S. persons who own exchangeable shares may be subject to U.S. federal income taxation on their pro rata share of such income.

If, for U.S. federal income tax purposes, any non-U.S. subsidiary is treated as recognizing “related person insurance income” (“RPII”) in a taxable year and is also treated for such purposes in such taxable year as a “controlled foreign corporation” (an “RPII CFC”), then each U.S. person that owns exchangeable shares directly or indirectly through non-U.S. entities as of the last day in such taxable year generally must include in gross income its pro rata share of the RPII, determined as if the RPII were distributed proportionately only to all such U.S. persons, regardless of whether that income is distributed (with certain adjustments). A U.S. Holder that is a tax-exempt organization would be required to treat RPII as unrelated business taxable income.

RPII generally is any income of a non-U.S. corporation attributable to insuring or reinsuring risks of a U.S. person that owns (or is treated as owning) stock of such non-U.S. corporation, or risks of a person that is treated as related to such U.S. person for U.S. federal income tax purposes. However, the RPII rules do not apply to income derived from a non-U.S. insurance subsidiary if (i) direct and indirect insureds and persons related to such insureds, whether or not U.S. persons, are treated as owning (directly or indirectly through entities) less than 20% of the voting power and less than 20% of the value of the shares of such non-U.S. insurance subsidiary or (ii) RPII, determined on a gross basis, is less than 20% of the gross insurance income of such non-U.S. insurance subsidiary for the taxable year. In general, our company believes that its non-U.S. insurance subsidiaries are likely to have operated in such a manner as to qualify for at least one of the foregoing exceptions. However, our company does not track the identity of shareholders or persons who are insured by its subsidiaries for this purpose, and therefore our company has made no formal determination as to whether either of the foregoing exceptions applies to any of its non-U.S. subsidiaries.

The IRS has issued proposed regulations providing guidance on certain aspects of the determination of RPII, including RPII arising from insurance coverage of a person related to a U.S. shareholder of a RPII CFC, as well as certain “cross-insurance” arrangements. Although we continue to evaluate the implications of the proposed regulations, we do not expect the proposed regulations, if finalized as proposed, to cause U.S. Holders to be treated as earning RPII.

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The application of the RPII rules to U.S. Holders is subject to uncertainty. Accordingly, there can be no assurance that the above RPII rules will not apply or that the IRS will agree with our company’s conclusions regarding the application of the RPII rules. U.S. Holders are urged to consult their tax advisers regarding the application of the RPII rules, including the proposed regulations, with respect to their ownership and disposition of exchangeable shares.

U.S. persons who sell or otherwise dispose of exchangeable shares in a taxable transaction may be required to treat gain as ordinary income for U.S. federal income tax purposes and comply with certain reporting requirements.

In general, if a U.S. person sells or taxably disposes of shares of a non-U.S. corporation that would be taxed under the provisions of the Code, applicable to U.S. insurance companies if it were a U.S. corporation, and the non-U.S. corporation is (or would be but for certain exceptions) treated as an RPII CFC, then any gain realized on the disposition may be recharacterized as a dividend to the extent of the U.S. person’s share of the corporation’s undistributed earnings and profits that were accumulated during the period that the U.S. person owned the shares (possibly whether or not those earnings and profits are attributable to RPII). In addition, the shareholder might be required to comply with certain reporting requirements, regardless of the number of shares owned.

Our company does not directly engage in an insurance or reinsurance business, but it has non-U.S. subsidiaries that do so. Based on the absence of legal authority, there is a strong argument that gain realized upon the disposition of exchangeable shares should not be recharacterized as a dividend for U.S. federal income tax purposes under this special rule, because our company is not directly engaged in the insurance business. However, there can be no assurance that the IRS will not successfully assert that this tax treatment applies in such circumstances and thus may apply to a U.S. Holder who recognizes taxable gain from the sale or other taxable disposition of exchangeable shares. U.S. Holders are urged to consult their tax advisers regarding the application of the foregoing rules to their ownership and disposition of exchangeable shares.

The U.S. federal base erosion and anti-abuse tax may significantly increase our tax liability.

Our U.S. subsidiaries may be subject to the base erosion and anti-abuse tax (the “BEAT”). The BEAT operates as a minimum tax and generally is calculated as a percentage (10% for certain taxable years before 2026 and 12.5% thereafter) of the “modified taxable income” of an “applicable taxpayer”. Modified taxable income is calculated by adding back to a taxpayer’s regular taxable income the amount of certain “base erosion tax benefits” with respect to certain payments made to non-U.S. affiliates, as well as the “base erosion percentage” of any net operating loss deductions. The BEAT applies only to the extent it exceeds a taxpayer’s regular corporate income tax liability (determined without regard to certain tax credits) and only in years in which the “base erosion percentage” exceeds a specified percentage. If applicable in any given year, the BEAT may significantly increase the tax liability of our U.S. subsidiaries for such year.

Our company or our non-U.S. subsidiaries may be subject to U.S. federal income taxation in an amount greater than expected, which could have a material adverse effect on our financial condition and operating results.

Our company and certain of its subsidiaries are treated as foreign corporations under the Code. Any such non-U.S. subsidiary that is considered to be engaged in a trade or business in the United States generally will be subject to U.S. federal income taxation on a net basis on its income that is effectively connected with such U.S. trade or business (including a branch profits tax on the portion of its earnings and profits that is attributable to such income, subject to certain adjustments), unless otherwise provided under an applicable income tax treaty. In addition, a non-U.S. subsidiary generally will be subject to U.S. federal income taxation on a gross basis on certain U.S.-source income, as well as a U.S. federal excise tax on certain premiums earned on insurance with respect to U.S. risks that are not effectively connected with a U.S. trade or business, unless otherwise provided under an applicable income tax treaty.

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We expect each of our non-U.S. subsidiaries to operate in a manner that will not cause it to be treated as engaged in a trade or business within the United States or, if applicable under an income tax treaty, as carrying on a business in the United States through a permanent establishment. However, the potential application of the BEAT (discussed above), the complex application of the rules for determining the U.S. federal income tax liability of a corporation under U.S. federal income tax reform legislation signed into law on December 22, 2017 (the “Tax Cuts and Jobs Act”), and other factors, including any future tax legislation, may cause some or all of the non-U.S. subsidiaries to conduct business differently. Moreover, there is considerable uncertainty as to when a foreign corporation is engaged in a trade or business within the United States and as to what constitutes a permanent establishment under the applicable tax treaties.

Based on such uncertainty, there can be no assurance that the IRS will not contend successfully that one or more of our non-U.S. subsidiaries is engaged in a trade or business (or carrying on business through a permanent establishment) in the United States. If one or more of the non-U.S. subsidiaries were treated as engaged in a trade or business (or carrying on business through a permanent establishment) in the United States, then such non-U.S. subsidiaries could be subject to U.S. federal income taxation on the portion of their net income treated as effectively connected with a U.S. trade or business (or their business profits attributable to a U.S. permanent establishment), as well as the U.S. branch profits tax. Any such U.S. federal income taxation could result in substantial tax liabilities and consequently could have a material adverse effect on our business, financial condition, and operating results.

Changes in U.S. tax law might adversely affect us or our shareholders.

The tax treatment of our company and its subsidiaries may be the subject of future U.S. tax legislation. We cannot predict whether any particular proposed legislation will be enacted or, if enacted, what the specific provisions or the effective date of any such legislation would be, or whether it would have any effect on our company or its subsidiaries. No assurance can be provided that future legislative, administrative, or judicial developments will not result in an increase in the amount of U.S. tax payable by our company, its subsidiaries, or shareholders. Any such developments could have a material and adverse effect on shareholders or our business, financial condition, and operating results.

We may become subject to U.S. withholding tax under FATCA.

The Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act of 2010 (“FATCA”) impose a 30% withholding tax on “withholdable payments” made to a “foreign financial institution” or a “non-financial foreign entity”, unless such financial institution or entity satisfies certain information reporting or other requirements. Withholdable payments include certain U.S.-source income, such as interest, dividends, and other passive income. We intend to comply with FATCA, so as to ensure that the 30% withholding tax does not apply to any withholdable payments received by our company or any of our non-U.S. subsidiaries. However, no assurance can be provided in this regard. We may become subject to withholding tax or penalties if we are unable to comply with FATCA.

There is U.S. income tax risk associated with reinsurance between U.S. insurance companies and their non-U.S. affiliates.

If a reinsurance agreement is entered into among related parties, the IRS is permitted to reallocate or recharacterize income, deductions, or certain other items, and to make any other adjustment, to reflect the proper amount, source, or character of the taxable income of each of the parties. If the IRS were to successfully challenge our reinsurance arrangements, then our business, financial condition, and operating results could be adversely affected.

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Risks Relating to the AEL Acquisition

Failure to complete the AEL Acquisition could negatively impact the future business and financial results of our company.

The closing of the AEL Acquisition is subject to satisfaction or waiver of a number of customary closing conditions, including, among other things, the approval of AEL shareholders and receipt of insurance regulatory approvals in relevant jurisdictions and the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act. Although we expect that the AEL Acquisition will close in the first half of 2024, there is no guarantee that the AEL Acquisition will close on such timeline, or at all. If the AEL Acquisition is not completed, the ongoing businesses of our company may be adversely affected and our company will be subject to several risks, including (i) having to pay certain costs relating to the AEL Acquisition, such as legal, accounting, financial advisor, filing, printing and mailing fees; and (ii) the focus of management teams on the AEL Acquisition instead of on pursuing other opportunities that could be beneficial; in each case, without realizing any of the benefits of having the AEL Acquisition completed. In addition, if the AEL Acquisition is not completed, our company may experience negative reactions from the financial markets and from regulators, rating agencies, prospective customers and counterparties and other insurance industry participants. If the AEL Acquisition is not completed, these risks may still materialize and may adversely affect the business, financial results and stock prices of our company.

Following the AEL Acquisition, we may not realize the anticipated benefits of the AEL Acquisition.

Even if we are successful in closing the AEL Acquisition, we may fail to realize some or all of the anticipated benefits of the AEL Acquisition, including as a result of potential unknown liabilities and expenses within the business that were not identified by us during due diligence, or because of changes in our business or the business or industry of AEL between the time we entered into the AEL Merger Agreement and closing of the AEL Acquisition. Furthermore, following the AEL Acquisition, the size and complexity of our business will increase significantly, and we may be exposed to additional risk factors that we are not exposed to through our existing business, including risks relating to AEL’s business. Our future success depends, in part, upon our ability to manage our expanded business, and mitigate such risk factors, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

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OFFER TO EXCHANGE

TO: THE HOLDERS OF CLASS A LIMITED VOTING SHARES OF BROOKFIELD CORPORATION

The accompanying materials contain important information and should be read carefully before making a decision in respect of the Offer and the Circular, which is incorporated into and forms part of the Offer.

Brookfield Reinsurance invites Brookfield Shareholders to tender for exchange some or all of their Brookfield Class A Shares for newly-issued class A-1 exchangeable shares of Brookfield Reinsurance on the terms and subject to the conditions set forth in the Offer to Exchange, the Circular and the related Letter of Transmittal and the Notice of Guaranteed Delivery. Under applicable U.S. securities laws, Brookfield Corporation may also be deemed an offeror with respect to the Offer because the class A-1 exchangeable shares are exchangeable for Brookfield Class A Shares and the Brookfield Class A Shares acquired in the Offer may be returned to Brookfield Corporation in certain circumstances. See Section 10 of the Offer, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

Brookfield Reinsurance was incorporated on December 10, 2020 under the Bermuda Act as an exempted company limited by shares. Our company operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. Through our operating subsidiaries, we offer a broad range of insurance products and services to individuals and institutions, including life insurance and annuities and personal and commercial property and casualty insurance. In doing so, we seek to match our liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. We leverage our relationship with Brookfield in order to opportunistically source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well-suited for this purpose. For more information on Brookfield Reinsurance, see Item 4.A of Brookfield Reinsurance’s Annual Report, “History and Development of the Company”.

The purpose of the Offer is to increase the equity base and market capitalization of Brookfield Reinsurance, which operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions, and which in turn will position Brookfield Reinsurance for future growth. Brookfield Reinsurance is a “paired entity” to Brookfield Corporation, which enables the Offer to be structured so that the equity base and market capitalization of Brookfield Reinsurance can be enhanced without any dilution to Brookfield Shareholders. The Offer also provides Brookfield Shareholders with an alternative, efficient means through which to hold an interest in overall Brookfield. While each class A-1 exchangeable share is exchangeable for a Brookfield Class A Share on a one-for-one basis, Brookfield Class A Shares are not by their terms exchangeable for class A-1 exchangeable shares. The Offer therefore provides an important opportunity for holders of Brookfield Class A Shares that would prefer to hold more of their interest in overall Brookfield through the ownership of exchangeable shares of Brookfield Reinsurance, which represents an alternative security through which to hold an interest in Brookfield Corporation. Following the completion of the Offer, it is expected that the Brookfield Class A Shares tendered in the Offer will either be returned to Brookfield Corporation for cancellation or, subject to applicable law and regulatory requirements, retained by Brookfield Reinsurance. The class A-1 exchangeable shares being offered are non-voting in order to address, among other things, certain insurance regulations applicable to Brookfield Reinsurance, which generally prohibit any person from owning more than 10% of the voting shares of our company without having received the requisite regulatory approvals. Following the Offer, investors who desire to do so will have the right to exchange their class A-1 exchangeable shares into Brookfield Class A Shares or convert their class A-1 exchangeable shares into class A exchangeable shares on a one-for-one basis, provided that no holder will be permitted to convert their class A-1 exchangeable shares, and our company will not effect any conversions of class A-1 exchangeable shares, into class A exchangeable shares unless the requesting holder has provided evidence satisfactory to the

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company that such holder or its affiliate either (i) will not, after giving effect to the conversion, have control or direction over more than 9.9% of the outstanding class A exchangeable shares or (ii) has received all necessary regulatory approval to obtain more than 9.9% of the class A exchangeable shares, as determined by our company acting reasonably. See Section 1 of the Circular, “Information with respect to Brookfield Reinsurance — Description of Our Share Capital”, Section 5 of the Circular, “Purpose of and Background to the Offer” and Section 10 of the Offer, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

The Offer will commence on ●, 2023 and expire at the Expiration Time, unless terminated, extended, varied or changed by Brookfield Reinsurance. Subject to applicable law, Brookfield Reinsurance may, in its sole discretion, extend the period of time during which the Offer will remain open. In the event of an extension, the term “Expiration Time” will refer to the latest time and date at which the Offer, as so extended, will expire.

The Offer is subject to a number of conditions, including the Listing Condition. Brookfield Reinsurance, subject to applicable law, reserves the right to terminate the Offer and not take up and exchange any Brookfield Class A Shares tendered in the Offer if the conditions to the Offer are not satisfied or, where permitted, waived. See Section 8 of the Offer to Exchange, “Conditions to the Offer”.

Under the Offer, each Brookfield Shareholder who has properly tendered Brookfield Class A Shares, and who has not properly withdrawn such Brookfield Class A Shares, will receive one class A-1 exchangeable share for each Brookfield Class A Share tendered, on the terms and subject to the conditions of the Offer, including the provisions relating to pro-ration upon over subscription of the Offer as described herein.

The Depositary will return all Brookfield Class A Shares not exchanged under the Offer (including Brookfield Class A Shares not exchanged because of pro-ration, improper tenders, or Brookfield Class A Shares not taken up due to the termination of the Offer), or properly withdrawn before the Expiration Time, promptly after the Expiration Time or termination of the Offer, or the date of withdrawal of the Brookfield Class A Shares, in any case without expense to the tendering Brookfield Shareholders.

Each of the Brookfield Reinsurance Board of Directors and the Brookfield Corporation Board of Directors has approved the Offer. While both Brookfield Reinsurance and Brookfield Corporation believe that exchanges under the Offer by holders who prefer to invest in Brookfield overall through the ownership of exchangeable shares will be beneficial to Brookfield Reinsurance and Brookfield, neither of Brookfield Reinsurance, Brookfield Corporation or their respective affiliates, the Brookfield Reinsurance Board of Directors, the Brookfield Corporation Board of Directors or the Depositary makes any recommendation to you or to any other Brookfield Shareholders as to whether to tender or refrain from tendering Brookfield Class A Shares under the Offer. Because the Offer relates to approximately 2.44% of the Brookfield Class A Shares, and Brookfield Reinsurance currently does not beneficially own any Brookfield Class A Shares, no directors’ circular or Schedule 14D-9 from the Brookfield Corporation Board of Directors with respect to the Offer will be sent to Brookfield Shareholders. Although supportive of the Offer, Brookfield Corporation is not making any recommendation to Brookfield Shareholders because each class A-1 exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and because there are a number of factors specific to each Brookfield Shareholder that will affect a shareholder’s decision as to whether to tender their Brookfield Class A Shares pursuant to the Offer. You must make your own decisions as to whether to tender Brookfield Class A Shares under the Offer, and, if so, how many Brookfield Class A Shares to tender.

Although Brookfield Corporation is not making a recommendation to Brookfield Shareholders, it believes that the Offer is attractive to Brookfield Shareholders given that the Offer provides shareholders with an opportunity, at their option, to increase their ownership of exchangeable shares of Brookfield Reinsurance, which operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions, and which represents an alternative security through which to hold an interest in Brookfield Corporation. Shareholders should carefully consider all relevant factors with their own financial advisers, including the

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income tax consequences of tendering their Brookfield Class A Shares pursuant to the Offer. See Section 14 of the Circular, “Certain Material United States Federal Income Tax Considerations” and Section 15 of the Circular, “Certain Material Canadian Federal Income Tax Considerations”.

The Offer is being made only for Brookfield Class A Shares and not for any Other Securities. Any holder of Other Securities who wishes to accept the Offer must exercise the rights under such Other Securities in order to acquire Brookfield Class A Shares and then tender those Brookfield Class A Shares to the Offer.

The Offer to Exchange and related Letter of Transmittal and Notice of Guaranteed Delivery contain important information and should be read carefully and in their entirety before making a decision with respect to the Offer.

Each Brookfield Shareholder who has properly tendered Brookfield Class A Shares and who has not properly withdrawn such Brookfield Class A Shares will be entitled to receive one class A-1 exchangeable share subject to proration as described below.

The Offer does not create any right of a Brookfield Shareholder to dissent in respect of any transaction or to make an application to receive the fair value of the Brookfield Class A Shares.

As of August 15, 2023, there were 10,450,952 class A exchangeable shares and 1,638,077,866 Brookfield Class A Shares issued and outstanding. The maximum of 40,000,000 Brookfield Class A Shares that Brookfield Reinsurance is offering to exchange pursuant to the Offer represents 2.44% of the total number of 1,638,077,866 Brookfield Class A Shares issued and outstanding as of August 15, 2023. Assuming the Offer is fully subscribed and assuming that the Brookfield Class A Shares tendered for exchange will be returned by Brookfield Reinsurance to Brookfield Corporation, and subsequently cancelled by Brookfield Corporation, after giving effect to the Offer, there will be 10,450,952 class A exchangeable shares, 40,000,000 class A-1 exchangeable shares and 1,598,077,866 Brookfield Class A Shares issued and outstanding.

If, at the Expiration Time, the aggregate number of Brookfield Class A Shares properly tendered and not properly withdrawn does not exceed 40,000,000, Brookfield Reinsurance will, upon the terms and subject to the conditions of the Offer, exchange one Brookfield Class A Shares tendered for one class A-1 exchangeable shares.

If, at the Expiration Time, the aggregate number of Brookfield Class A Shares properly tendered and not properly withdrawn exceeds 40,000,000, Brookfield Reinsurance will accept 40,000,000 Brookfield Class A Shares for exchange on a pro rata basis according to the total number of Brookfield Class A Shares tendered. Brookfield Reinsurance’s determination as to pro-ration will be final and binding on all parties.

Brookfield Reinsurance will not take up or deliver any fractional shares in connection with the Offer. If necessary to avoid the creation of a fractional share, the number of Brookfield Class A Shares to be acquired from a registered holder will be rounded down to the closest whole number, and the remaining whole number of Brookfield Class A Shares not acquired will be returned to the tendering Brookfield Shareholders.

Brookfield Reinsurance will publicly announce the results of the Offer, including the number of Brookfield Class A Shares validly tendered in the Offer, promptly after the Expiration Time.

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Proper Tender of Brookfield Class A Shares

To tender Brookfield Class A Shares pursuant to the Offer, (i) all tendered Brookfield Class A Shares in proper form for transfer (including original share certificates, if such Brookfield Class A Shares are held in certificated form, or DRS positions), together with a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) relating to such Brookfield Class A Shares with signatures that are guaranteed if so required in accordance with the Letter of Transmittal, and any other documents required by the Letter of Transmittal must be received by the Depositary at the address listed in the Letter of Transmittal prior to the Expiration Time, (ii) the guaranteed delivery procedure described below must be followed, or (iii) such Brookfield Class A Shares must be transferred pursuant to the procedures for book entry transfer described below (and a Book-Entry Confirmation through the CDSX system (in the case of Brookfield Class A Shares held by CDS) or an Agent’s Message (in the case of Brookfield Class A Shares held in DTC) must be received by the Depositary in lieu of a Letter of Transmittal). For greater certainty, Brookfield Shareholders whose Brookfield Class A Shares are held through DRS (or represented by an ownership statement must only deliver a completed and duly executed Letter of Transmittal), and any other documents required by the Letter of Transmittal, in order to validly tender Brookfield Class A Shares.

In accordance with Instruction 4 in the Letter of Transmittal or the Book-Entry Confirmation or Agent’s Message in lieu thereof, each Brookfield Shareholder desiring to deposit Brookfield Class A Shares pursuant to the Offer should indicate the number of Brookfield Class A Shares such Brookfield Shareholder desires to tender.

If your Brookfield Class A Shares are held through a broker, dealer, commercial bank, trust company or other nominee, you must request that your broker, dealer, commercial bank, trust company or other nominee tender your Brookfield Class A Shares for you. If your Brookfield Class A Shares are so held, you should immediately contact such nominee in order to take the necessary steps to be able to tender such Brookfield Class A Shares under the Offer. In addition, it is likely that such broker, dealer, commercial bank, trust company or other nominee has an earlier deadline, for administrative reasons, for you to act to instruct such nominee to tender Brookfield Class A Shares on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to confirm any earlier deadline.

Participants of CDS and DTC should contact CDS or DTC, as applicable, to obtain instructions with respect to the tender of Brookfield Class A Shares under the Offer. All CDS and DTC participants should tender Brookfield Class A Shares at the beneficial shareholder level. For example, a CDS or DTC participant tendering Brookfield Class A Shares on behalf of three beneficial shareholders should complete three separate tenders, one for each beneficial shareholder.

Signature Guarantees

No signature guarantee is required on the Letter of Transmittal if either (i) the Letter of Transmittal is signed by the registered holder of the Brookfield Class A Shares exactly as the name of the registered holder appears on the DRS position, ownership statement or Brookfield Class A Share certificate tendered therewith, and payment and delivery are to be made directly to such registered holder, or (ii) Brookfield Class A Shares are tendered for the account of an Eligible Institution. Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 in the related Letter of Transmittal.

If a certificate, ownership statement or DRS position representing Brookfield Class A Shares is registered in the name of a person other than the signatory to a related Letter of Transmittal, or if payment is to be made, or certificates, ownership statements or DRS positions representing Brookfield Class A Shares not exchanged or

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tendered are to be issued to a person other than the registered holder, the certificate, ownership statement or DRS position must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate, DRS position or ownership statement with the signature on the certificate or stock power signature guaranteed by an Eligible Institution.

Book-Entry Transfer Procedures – CDS

Any financial institution that is a participant in CDS may make book-entry delivery of the Brookfield Class A Shares through CDSX by causing CDS to deliver such Brookfield Class A Shares to the Depositary in accordance with the applicable CDS procedures. Delivery of Brookfield Class A Shares to the Depositary by means of book-entry through CDSX will constitute a valid tender under the Offer.

Brookfield Shareholders may accept the Offer by following the procedures for a book-entry transfer of Brookfield Class A Shares established by CDS, provided that a Book-Entry Confirmation through CDSX is received by the Depositary at its office in Toronto, Ontario prior to the Expiration Time in connection with the tender of such Brookfield Class A Shares. Brookfield Shareholders, through their respective CDS participants, who utilize CDSX to accept the Offer via book-entry of their holdings with CDS, shall be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and therefore such instructions received by the Depositary are considered to be a valid tender in accordance with the terms of the Offer. Delivery of documents to CDS does not constitute delivery to the Depositary.

Book-Entry Transfer Procedures – DTC

The Depositary may establish an account with respect to the Brookfield Class A Shares at DTC for purposes of the Offer. Any financial institution that is a participant in DTC may make book-entry delivery of the Brookfield Class A Shares by causing DTC to transfer such Brookfield Class A Shares into the Depositary’s account in accordance with DTC procedures for such transfer. Although delivery of the Brookfield Class A Shares may be effected under the Offer through book-entry transfer into the Depositary’s account at DTC, the related Letter of Transmittal (or a manually signed photocopy thereof) with any required signature guarantees, or (in the case of a book-entry transfer) an Agent’s Message in lieu of the related Letter of Transmittal and any other required documents must, in any case, be transmitted to and received by the Depositary at its Toronto, Ontario office address set forth on the back cover page of the Offer to Exchange and the Circular prior to the Expiration Time in connection with the tender of such Brookfield Class A Shares. Delivery of documents to DTC does not constitute delivery to the Depositary.

Brookfield Shareholders who are tendering by book-entry transfer to the Depositary’s account at DTC may execute their tender through DTC’s ATOP by transmitting their acceptance to DTC in accordance with DTC’s ATOP procedures. DTC will then verify the acceptance, execute a book-entry delivery to the Depositary’s account at DTC and send an Agent’s Message to the Depositary. Delivery of the Agent’s Message by DTC will satisfy the terms of the Offer in lieu of execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. Accordingly, the Letter of Transmittal need not be completed by a Brookfield Shareholder tendering through ATOP.

Method of Delivery

The method of delivery of certificates representing Brookfield Class A Shares and all other required documents is at the option and sole risk of the tendering Brookfield Shareholder. If certificates representing Brookfield Class A Shares are to be sent by mail, registered mail that is properly insured is recommended and it is suggested that the mailing be made sufficiently in advance of the Expiration Time to permit delivery to the Depositary prior to such time. Delivery of a certificate representing Brookfield Class A Shares will only be deemed to occur upon actual receipt by the Depositary of such certificate.

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Procedure for Guaranteed Delivery

If a Brookfield Shareholder wishes to tender Brookfield Class A Shares pursuant to the Offer and cannot deliver certificates for such Brookfield Class A Shares, or time will not permit all required documents to reach the Depositary prior to the Expiration Time, or the procedures for book-entry transfer cannot be completed on a timely basis, such Brookfield Class A Shares may nevertheless be tendered if all of the following conditions are met:

The Notice of Guaranteed Delivery may be hand delivered, couriered, mailed or transmitted by e-mail transmission to the Toronto, Ontario office of the Depositary listed in the Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

Notwithstanding any other provision hereof, the exchange of Brookfield Class A Shares tendered and accepted for exchange pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Brookfield Class A Shares (if such Brookfield Class A Shares are held in certificated form), (ii) a properly completed and duly executed related Letter of Transmittal (or a manually executed photocopy thereof) relating to such Brookfield Class A Shares, with signatures that are guaranteed if so required, (iii) in the case of a book-entry transfer, a Book-Entry Confirmation or Agent’s Message, and (iv) any other documents required by the Letter of Transmittal.

The tender information specified in a Notice of Guaranteed Delivery by a person completing such Notice of Guaranteed Delivery will, in all circumstances, take precedence over the tender information that is specified in the related Letter of Transmittal that is subsequently delivered.

Return of Unexchanged Brookfield Class A Shares

Certificates or DRS positions for all Brookfield Class A Shares not exchanged under the Offer (including Brookfield Class A Shares not exchanged because of pro-ration, improper tenders or Brookfield Class A Shares not taken up due to termination of the Offer), or properly withdrawn before the Expiration Time, will be returned (in the case of certificates or DRS positions representing Brookfield Class A Shares all of which are not exchanged) or replaced with new certificates or DRS positions representing the balance of Brookfield Class A Shares not exchanged (in the case of certificates or DRS positions representing Brookfield Class A Shares of which less than all are exchanged), promptly after the Expiration Time or the date of withdrawal of the Brookfield Class A Shares, without expense to the Brookfield Shareholder. In the case of Brookfield Class A Shares tendered through book-entry transfer into the Depositary’s account at DTC or CDS, the Brookfield Class A Shares will be credited to the appropriate account maintained by the tendering Brookfield Shareholder at DTC or CDS, as applicable, without expense to the Brookfield Shareholder.

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Determination of Validity, Rejection; Waiver of Defects; No Obligation to Give Notice of Defect

All questions as to the number of Brookfield Class A Shares to be taken up and exchanged, the number of Shares to be paid in consideration thereof, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Brookfield Class A Shares will be determined by Brookfield Reinsurance, in its sole discretion, which determination will be final and binding on all parties, except as otherwise finally determined in a subsequent judicial proceeding in a court of competent jurisdiction or as required by law. Brookfield Reinsurance reserves the absolute right to reject any or all tenders of Brookfield Class A Shares determined by them in its sole discretion not to be in proper form or not completed in accordance with the instructions set forth herein and in the related Letter of Transmittal or the acceptance for payment of, or payment for, which may, in the opinion of Brookfield Reinsurance’s counsel, be unlawful. Brookfield Reinsurance also reserves the absolute right to waive any defect or irregularity in the tender of any particular Brookfield Class A Shares, in each case prior to the Expiration Time. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Brookfield Reinsurance shall determine. No individual tender of Brookfield Class A Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Brookfield Reinsurance will not be liable for failure to waive any condition of the Offer or any defect or irregularity in any tender of Brookfield Class A Shares. None of Brookfield Reinsurance, Brookfield Corporation, the Depositary or any other person will be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. Brookfield Reinsurance’s interpretation of the terms and conditions of the Offer (including the related Letter of Transmittal and the Notice of Guaranteed Delivery) will be final and binding, except as otherwise finally determined in a subsequent judicial proceeding in a court of competent jurisdiction or as required by law. Under the Support Agreement, Brookfield Corporation has the right to consent to any issuance of exchangeable shares. Brookfield Corporation has consented to the issuance of class A-1 exchangeable shares (which are convertible into class A exchangeable shares and exchangeable into Brookfield Class A Shares), and has approved the making of the Offer, and has no further consent rights relating to the making or conduct of the Offer. Brookfield Corporation has also approved the creation and issuance of the Brookfield Class A Shares issuable on exchange of the class A-1 exchangeable shares (including any exchange of class A exchangeable shares issuable on conversion of the class A-1 exchangeable shares).

Formation of Agreement; Prohibition on “Short” Tenders

A tender of Brookfield Class A Shares under any of the procedures described above will constitute a binding agreement between the tendering Brookfield Shareholder and Brookfield Reinsurance, effective as of the Expiration Time, upon the terms and conditions of the Offer. In addition, a tender of Brookfield Class A Shares to Brookfield Reinsurance pursuant to any procedures described herein will constitute a representation by such Brookfield Shareholder that (i) such Brookfield Shareholder has a “net long position” in the Brookfield Class A Shares being tendered or equivalent securities at least equal to the Brookfield Class A Shares tendered within the meaning of Rule 14e-4 under the Exchange Act and (ii) the tender of such Brookfield Class A Shares complies in all respects with Rule 14e-4. It is a violation of Rule 14e-4 for a person (acting alone or in concert with others), directly or indirectly, to tender Brookfield Class A Shares for that person’s own account unless, at the time of tender and at the end of the pro-ration period or period during which Brookfield Class A Shares are accepted by lot (including any extensions thereof), the person so tendering has a net long position equal to or greater than the amount of (A) Brookfield Class A Shares tendered, or (B) other securities immediately convertible into, or exchangeable or exercisable for, the amount of the Brookfield Class A Shares tendered, and upon acceptance of such person’s tender, will acquire such Brookfield Class A Shares for tender by conversion, exchange or exercise of such other securities, and will deliver or cause to be delivered the Brookfield Class A Shares within the period specified in, and in accordance with the terms of, the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

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Lost or Destroyed Certificates

If any certificate representing Brookfield Class A Shares has been lost or destroyed, the Brookfield Shareholder should promptly notify the Depositary at the phone number or address set forth on the back cover page of the Offer to Exchange and the Circular. The related Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. Brookfield Shareholders are requested to contract the Depositary immediately in order to permit timely processing of this documentation.

Certificates or DRS positions for all Brookfield Class A Shares not exchanged under the Offer (including Brookfield Class A Shares not exchanged because of pro-ration, improper tenders or Brookfield Class A Shares not taken up due to termination of the Offer), or properly withdrawn before the Expiration Time, will be returned (in the case of certificates or DRS positions representing Brookfield Class A Shares all of which are not exchanged) or replaced with new certificates or DRS positions representing the balance of Brookfield Class A Shares not exchanged (in the case of certificates or DRS positions representing Brookfield Class A Shares of which less than all are exchanged), promptly after the Expiration Time or the date of withdrawal of the Brookfield Class A Shares, without expense to the Brookfield Shareholder. In the case of Brookfield Class A Shares tendered through book-entry transfer into the Depositary’s account at DTC or CDS, the Brookfield Class A Shares will be credited to the appropriate account maintained by the tendering Brookfield Shareholder at DTC or CDS, as applicable, without expense to the Brookfield Shareholder.

Brookfield Reinsurance reserves the right, in its sole discretion, subject to applicable securities laws, to delay taking up or exchanging any Brookfield Class A Shares or to terminate the Offer and not take up or exchange any Brookfield Class A Shares if any event specified under Section 8 “Conditions to the Offer” of the Offer to Exchange occurs on or prior to the Expiration Time, by giving written notice thereof or other communication confirmed in writing to the Depositary. Brookfield Reinsurance also reserves the right, in its sole discretion and notwithstanding any other condition of the Offer, to delay taking up and exchanging Brookfield Class A Shares in order to comply, in whole or in part, with any applicable law.

Except as otherwise provided in this Section 7, “Withdrawal Rights”, tenders of Brookfield Class A Shares pursuant to the Offer will be irrevocable. Brookfield Class A Shares tendered in the Offer may be withdrawn by the Brookfield Shareholder:

For a withdrawal to be effective, a written or printed copy of a notice of withdrawal must be actually received by the Depositary by the applicable date specified above at the place of deposit of the relevant Shares. Any such notice of withdrawal must be signed by or on behalf of the person who signed the Letter of Transmittal or Notice

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of Guaranteed Delivery in respect of the Brookfield Class A Shares being withdrawn or, in the case of Brookfield Class A Shares tendered by a CDS participant, be signed by such participant in the same manner as the participant’s name is listed on the applicable Book-Entry Confirmation through the CDSX system or, in the case of Brookfield Class A Shares tendered by a DTC participant, be signed by such participant in the same manner as the participant’s name is listed on the applicable Agent’s Message, and must specify the name of the person who tendered the Brookfield Class A Shares to be withdrawn, the name of the registered holder, if different from that of the person who tendered such Brookfield Class A Shares, and the number of Brookfield Class A Shares to be withdrawn. If the certificates for the Brookfield Class A Shares tendered in the Offer have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the tendering Brookfield Shareholder must submit the serial numbers shown on the particular certificates evidencing the Brookfield Class A Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 5 of the Offer to Exchange, “Procedure for Tendering Brookfield Class A Shares”), except in the case of Brookfield Class A Shares tendered by an Eligible Institution. A withdrawal of Brookfield Class A Shares tendered in the Offer may only be accomplished in accordance with the foregoing procedure. The withdrawal will take effect only upon actual receipt by the Depositary of a written or printed copy of a properly completed and executed notice of withdrawal.

A Brookfield Shareholder who wishes to withdraw Brookfield Class A Shares tendered in the Offer and who holds Brookfield Class A Shares through a broker, dealer, commercial bank, trust company or other nominee should immediately contact such broker, dealer, commercial bank, trust company or other nominee in order to take the necessary steps to be able to withdraw such Brookfield Class A Shares under the Offer. Please be advised that such nominees may have their own deadlines relating to the withdrawal of your Brookfield Class A Shares that differ from those set out in the Offer to Exchange. We recommend that you contact your nominee to find out its deadline.

Participants of CDS and DTC should contact CDS or DTC, as applicable, with respect to the withdrawal of Brookfield Class A Shares under the Offer.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Brookfield Reinsurance, in its sole discretion, which determination shall be final and binding, except as otherwise finally determined in a subsequent judicial proceeding in a court of competent jurisdiction or as required by law. None of Brookfield Reinsurance, Brookfield Corporation, the Depositary nor any other person will be obligated to give notice of defects or irregularities in notices of withdrawal, nor shall any of them incur any liability for failure to give any such notice.

Any Brookfield Class A Shares properly withdrawn will thereafter be deemed not tendered for purposes of the Offer. However, withdrawn Brookfield Class A Shares may be re-tendered prior to the Expiration Time by again following the procedures described in Section 5 of the Offer to Exchange, “Procedure for Tendering Brookfield Class A Shares”.

If Brookfield Reinsurance extends the period of time during which the Offer is open or if Brookfield Reinsurance is delayed in its exchange of Brookfield Class A Shares or is unable to exchange Brookfield Class A Shares pursuant to the Offer for any reason, then, without prejudice to Brookfield Reinsurance’s rights under the Offer, the Depositary may, subject to applicable law, retain on behalf of Brookfield Reinsurance all tendered Brookfield Class A Shares. Such retention is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that Brookfield Reinsurance must pay the consideration offered or return the Brookfield Class A Shares tendered promptly after termination or withdrawal of the Offer. In the event of such retention, such Brookfield Class A Shares may not be withdrawn except to the extent tendering Brookfield Shareholders are entitled to withdrawal rights as described in this Section 7, or pursuant to applicable law.

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Notwithstanding any other provision of the Offer, but subject to applicable law, including Rules 14e-1(c) and 13e-4(f)(5) under the Exchange Act, and in addition to (and not in limitation of) Brookfield Reinsurance’s right to extend, vary or change the Offer pursuant to Section 9 of the Offer, “Extension of the Expiration Time, Variation or Change of the Offer”, Brookfield Reinsurance will not be required to accept for exchange or exchange any Brookfield Class A Shares and may withdraw, terminate, cancel or amend the Offer or extend the period of time during which the Offer is open if, at any time before the Expiration Time, any of the following events will have occurred (or will have been determined by Brookfield Reinsurance, in its reasonable judgment, to have occurred) which, in Brookfield Reinsurance’s reasonable judgment, in any such case and regardless of the circumstances, makes it inadvisable to proceed with the Offer or to take up Brookfield Class A Shares deposited under the Offer:

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The foregoing conditions are for the exclusive benefit of Brookfield Reinsurance and may be asserted by Brookfield Reinsurance at any time prior to the Expiration Time in its reasonable discretion regardless of the circumstances giving rise to any such assertion (excluding any action or inaction by Brookfield Reinsurance), or may be waived by Brookfield Reinsurance, in its discretion, in whole or in part at any time prior to the Expiration Time, provided that any condition waived in whole or in part will be waived with respect to all Brookfield Class A Shares tendered, and provided further that Brookfield Reinsurance may not waive the Listing Condition set forth in (a) above. The failure by Brookfield Reinsurance at any time to exercise their rights under any of the foregoing conditions will not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances will not be deemed a waiver with respect to any other facts and circumstances; and each such right will be deemed an ongoing right which may be asserted at any time or from time to time. In certain circumstances, if Brookfield Reinsurance waives any of the conditions described above, Brookfield Reinsurance may be required to extend the Expiration Time. Any determination by Brookfield Reinsurance concerning the events described in this Section 8 will be final and binding on all parties, except as otherwise finally determined by a court of competent jurisdiction or as required by law.

Any waiver of a condition or the termination of the Offer by Brookfield Reinsurance will be deemed to be effective on the date on which notice of such waiver or termination by Brookfield Reinsurance is delivered or otherwise communicated to the Depositary. Brookfield Reinsurance, after giving notice to the Depositary of any waiver of a condition or the termination of the Offer, will immediately make a public announcement of such waiver or withdrawal and provide or cause to be provided notice of such waiver or termination to the NYSE, the TSX, the SEC and the applicable Canadian securities regulatory authorities. If the Offer is terminated, Brookfield Reinsurance will not be obligated to take up, accept for exchange or exchange any Brookfield Class A Shares deposited under the Offer, and the Depositary will promptly return all certificates or the equivalent DRS positions for deposited Brookfield Class A Shares, Letters of Transmittal and Notices of Guaranteed Delivery and any related documents to the parties by whom they were deposited.

Subject to applicable law, Brookfield Reinsurance expressly reserves the right, in its sole discretion, and regardless of whether or not any of the conditions specified in Section 8 of the Offer to Exchange, “Conditions to the Offer”, will have occurred, at any time or from time to time, to extend the period of time during which the Offer is open or to vary the terms and conditions of the Offer by giving notice, of extension or variation to the Depositary and by causing the Depositary to provide to all Brookfield Shareholders, where required by law, as soon as practicable thereafter, a copy of the notice in the manner set forth in Section 13 of the Offer to Exchange, “Notices and Delivery”. Promptly after giving notice of an extension of the Expiration Time, variation or change

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of the Offer to the Depositary, Brookfield Reinsurance will make a public announcement of the extension, change or variation (such announcement, in the case of an extension, to be issued no later than 9:00 a.m. (Eastern time), on the next business day after the last previously scheduled or announced Expiration Time) and provide or cause to be provided notice of such extension or variation to the TSX, the NYSE and the applicable securities regulatory authorities, including the SEC. Any notice of variation will be deemed to have been given and be effective on the day on which it is delivered or otherwise communicated, in writing, to the Depositary. Subject to applicable law (including Rules 13e-4(d)(2) and 13e-4(e)(3) under the Exchange Act, which require that any material change in the information published, sent or given to Brookfield Shareholders in connection with the Offer be promptly sent to those shareholders in a manner reasonably designed to inform them of that change) and without limiting the manner in which Brookfield Reinsurance may choose to make any public announcement, Brookfield Reinsurance assumes no obligation to publish, advertise or otherwise communicate any public announcement of this type other than in accordance with the section entitled “Notices and Delivery” below. During any such extension or in the event of any such variation or change in information, all Brookfield Class A Shares previously tendered and not taken up or withdrawn will remain subject to the Offer and may be accepted for exchange by Brookfield Reinsurance in accordance with the terms of the Offer, subject to the withdrawal rights described in Section 7 of the Offer to Exchange, “Withdrawal Rights”. An extension of the expiration time, a variation of the terms of the Offer or a change in information does not constitute a waiver by Brookfield Reinsurance of any rights described above in Section 8 of the Offer to Exchange, “Conditions to the Offer.”

Brookfield Reinsurances expressly reserves the right, in its sole discretion, subject to applicable law (i) to terminate the Offer and not take up and exchange any Brookfield Class A Shares not theretofore taken up and exchanged for upon the occurrence of any of the events specified under Section 8 of the Offer to Exchange, “Conditions to the Offer”, and (ii) at any time or from time to time, to vary the Offer in any respect, including increasing or decreasing the number of Brookfield Class A Shares Brookfield Reinsurance may exchange pursuant to the Offer.

Any such extension, delay, termination or variation will be followed promptly by a public announcement and by the filing and mailing of a notice of variation or extension, as applicable. Without limiting the manner in which Brookfield Reinsurance may choose to make any public announcement, except as provided by applicable law, Brookfield Reinsurance will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through its usual news wire service.

If Brookfield Reinsurance varies the terms of the Offer or a change occurs in the information concerning the Offer that would reasonably be expected to affect the decision of the Brookfield Shareholders to accept or reject the Offer, or if otherwise required by applicable Canadian or U.S. securities laws, Brookfield Reinsurance will extend the time during which the Offer is open to the extent required under such laws.

If, at the Expiration Time, the Listing Condition has been satisfied and all other conditions described in Section 8 of the Offer to Exchange, “Conditions to the Offer” have been satisfied or waived by Brookfield Reinsurance, Brookfield Reinsurance will promptly take up the Brookfield Class A Shares validly tendered in the Offer and not withdrawn.

Upon the terms and provisions of the Offer (including pro-ration) and subject to and in accordance with applicable Canadian and United States securities laws, Brookfield Reinsurance will exchange Brookfield Class A Shares properly tendered and not withdrawn under the Offer in accordance with the terms thereof promptly, but in any event, not later than three business days after the Brookfield Class A Shares are taken up.

Following the completion of the Offer, it is expected that the Brookfield Class A Shares tendered in the Offer will be returned by Brookfield Reinsurance to Brookfield Corporation by way of a dividend or distribution on the class C shares or the Preferred Shares, or other similar transaction, and then subsequently, such Brookfield

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Class A Shares will be cancelled by Brookfield Corporation, in which case after giving effect to the Offer and the distribution on the class C shares or the Preferred Shares, Brookfield Reinsurance would not own any Brookfield Class A Shares tendered in the Offer. However, subject to applicable law and regulatory requirements, Brookfield Reinsurance may determine to retain any or all of the Brookfield Class A Shares tendered in the Offer, in which case Brookfield Reinsurance would continue to hold such Brookfield Class A Shares, including in one or more insurance accounts. In either case, given that Brookfield Reinsurance is a “paired entity” with Brookfield Corporation, the Offer is not dilutive to Brookfield Reinsurance or Brookfield Corporation.

Number of Brookfield Class A Shares

For the purposes of the Offer, Brookfield Reinsurance will be deemed to have taken up and accepted for exchange, subject to pro-ration, Brookfield Class A Shares tendered and not withdrawn if, as and when Brookfield Reinsurance gives notice to the Depositary to that effect.

Exchange Procedure

The Depositary will act as agent of persons who have properly tendered Brookfield Class A Shares in acceptance of the Offer and have not withdrawn them, for the purposes of receiving the class A-1 exchangeable shares from Brookfield Reinsurance and transmitting such class A-1 exchangeable shares to such persons. Receipt by the Depositary from Brookfield Reinsurance of the class A-1 exchangeable shares will be deemed to constitute receipt of payment by persons tendering Brookfield Class A Shares. The settlement with each registered Brookfield Shareholder who has tendered Brookfield Class A Shares under the Offer will be effected by the Depositary by mailing a DRS statement representing such Brookfield Shareholder’s ownership of class A-1 exchangeable shares pursuant to the Offer to the person. The Depositary will also coordinate with CDS and DTC, as applicable, with respect to Brookfield Shareholders who have tendered Brookfield Class A Shares by way of book-entry transfer which are taken up and accepted by Brookfield Reinsurance, to arrange for transfer of such class A-1 exchangeable shares to be made to such Brookfield Shareholders in accordance with the settlement procedures of CDS and DTC, as applicable. Brookfield Shareholders who hold their Brookfield Class A Shares through a broker, dealer, commercial bank, trust company or other nominee will see their brokerage account credited for their ownership of class A-1 exchangeable shares pursuant to the Offer. Such Brookfield Class A Shares will be issued in the name of the person signing the Letter of Transmittal or in the name of such other person as specified by the person signing the Letter of Transmittal by properly completing the appropriate box in such Letter of Transmittal.

Tendering Brookfield Shareholders will not be obligated to pay brokerage fees or commissions to Brookfield Reinsurance or the Depositary. However, Brookfield Shareholders are cautioned to consult with their own brokers or other intermediaries to determine whether any fees or commissions are payable to their brokers or other intermediaries in connection with a tender of Brookfield Class A Shares pursuant to the Offer. Brookfield Reinsurance will pay all fees and expenses of the Depositary in connection with the Offer.

Brookfield Reinsurance will exchange Brookfield Class A Shares taken up under the Offer by providing the Depositary with the requisite number of class A-1 exchangeable shares for transmittal to tendering Brookfield Shareholders.

Notwithstanding the provisions of the Offer, certificates for any Brookfield Class A Shares and any other relevant documents will not be mailed if Brookfield Reinsurance determines that delivery by mail may be delayed. Persons entitled to certificates for any Brookfield Class A Shares or any other relevant documents that are not mailed for this reason may take delivery at the office of the Depositary at which the tendered certificates for the Brookfield Class A Shares were delivered until Brookfield Reinsurance has determined that delivery by mail will no longer be delayed. Brookfield Reinsurance will provide notice, in accordance with Section 13 of the

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Offer to Exchange, “Notices and Delivery”, of any determination under this section not to mail as soon as reasonably practicable after such determination is made. Notwithstanding Section 10 of the Offer to Exchange, “Taking Up and Exchange of Tendered Brookfield Class A Shares”, certificates and any other relevant documents not mailed for the foregoing reason will be conclusively deemed to have been delivered on the first day upon which they are available for delivery to the tendering Brookfield Shareholder at the appropriate office of the Depositary.

Brookfield Class A Shares acquired pursuant to the Offer shall be acquired by Brookfield Reinsurance free and clear of all hypothecs, liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, provided that any dividends or distributions that may be paid, issued, distributed, made or transferred on or in respect of such Brookfield Class A Shares to Brookfield Shareholders of record on or prior to the date upon which the Brookfield Class A Shares are taken up and paid for under the Offer shall be for the account of such Brookfield Shareholders. Each Brookfield Shareholder of record on that date will be entitled to receive that dividend or distribution, whether or not such Brookfield Shareholder tenders Brookfield Class A Shares pursuant to the Offer.

A tender of Brookfield Class A Shares made pursuant to any method of delivery set forth in the Offer to Exchange will also constitute a representation and warranty to Brookfield Reinsurance (i) that the tendering Brookfield Shareholder has full power and authority to tender, sell, assign and transfer the tendered Brookfield Class A Shares and any and all distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or in respect of the tendered Brookfield Class A Shares with a record date on or after the date that Brookfield Reinsurance takes up and accepts for purchase the tendered Brookfield Class A Shares and (ii) that, if the tendered Brookfield Class A Shares are taken up and accepted for purchase by Brookfield Reinsurance, Brookfield Reinsurance will acquire good and marketable title thereto, free and clear of all liens, charges, claims, encumbrances, security interests, restrictions and equities whatsoever, together with all rights and benefits arising therefrom. Any such tendering Brookfield Shareholder will, on request by the Depositary or us, execute and deliver any additional documents deemed by the Depositary or us to be necessary or desirable to complete the sale, assignment and transfer of the Brookfield Class A Shares tendered, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred by delivery of the Letter of Transmittal will be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the tendering Brookfield Shareholder and shall not be affected by, and shall survive, the death or incapacity of such tendering Brookfield Shareholder.

Without limiting any other lawful means of giving notice, any notice to be given by Brookfield Reinsurance, or the Depositary under the Offer will be deemed to have been properly given if it is mailed by first-class mail, postage prepaid, to the registered Brookfield Shareholders at their respective addresses as shown on the Brookfield Class A Share register maintained in respect of the Brookfield Class A Shares and will be deemed to have been received on the first business day following the date of mailing. These provisions apply despite (i) any accidental omission to give notice to any one or more Brookfield Shareholders or (ii) an interruption of mail service in Canada or the United States following mailing. In the event of an interruption of mail service following mailing, Brookfield Reinsurance will use reasonable efforts to disseminate the notice by other means, such as publication. If post offices in Canada or the United States are not open for deposit of mail, or there is reason to believe there is or could be a disruption in all or any part of the postal service, any notice which Brookfield Reinsurance or the Depositary may provide, give or cause to be given under the Offer will be deemed to have been properly given and to have been received by Brookfield Shareholders if it is (i) given to the NYSE and the TSX for dissemination through their respective facilities, (ii) published once in the National Edition of

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The Globe and Mail or The National Post and in Québec, in Le Journal de Montréal or Le Devoir, in French and in the Wall Street Journal, or (iii) it is delivered to any of GlobeNewswire or Cision for dissemination through their respective facilities.

Unless post offices are not open for the deposit of mail, the Offer to Exchange, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery will be mailed to registered Brookfield Shareholders by first class mail, postage prepaid or made available in such other manner as is permitted by applicable regulatory authorities and Brookfield Reinsurance will use its reasonable efforts to furnish such documents to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the security holder list of Brookfield Corporation, or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to the beneficial owners of Brookfield Class A Shares when such list or listing is received.

Wherever the Offer to Exchange calls for documents to be delivered to the Depositary, such documents will not be considered delivered unless and until they have been physically received at the Toronto, Ontario office of the Depositary specified in the Letter of Transmittal or the Notice of Guaranteed Delivery, as applicable.

Brookfield Class A Shares not deposited and purchased pursuant to the Offer will remain outstanding.

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CIRCULAR

The Circular is being furnished in connection with the Offer by Brookfield Reinsurance to exchange up to 40,000,000 Brookfield Class A Shares for 40,000,000 class A-1 exchangeable shares. Terms defined in the Offer to Exchange and not otherwise defined herein have the same meaning in the Circular. The terms and conditions of the Offer to Exchange, the related Letter of Transmittal and the Notice of Guaranteed Delivery are incorporated into and form part of the Circular. Reference is made to the Offer to Exchange for details of the terms and conditions of the Offer.

Brookfield Reinsurance was incorporated on December 10, 2020 under the Bermuda Act as an exempted company limited by shares. Our company operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. Through our operating subsidiaries, we offer a broad range of insurance products and services to individuals and institutions, including life insurance and annuities and personal and commercial property and casualty insurance. In doing so, we seek to match our liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. We leverage our relationship with Brookfield in order to opportunistically source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well-suited for this purpose.

The class A exchangeable shares are listed on the NYSE and the TSX under the symbol “BNRE”.

Brookfield Reinsurance’s head and registered office is located at Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke HM08 Bermuda.

Further information with respect to Brookfield Reinsurance is set forth in Brookfield Reinsurance’s Annual Report, which is incorporated by reference in this document.

Brookfield Reinsurance is subject to the information and reporting requirements of Canadian securities laws and the Exchange Act and the rules, policies and guidelines of the TSX and the NYSE and, in accordance therewith, files reports and other information with Canadian securities regulators, the SEC, the TSX and the NYSE. As a “foreign private issuer” under the Exchange Act, Brookfield Reinsurance is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements (which are prepared in accordance with applicable Canadian securities laws), and its officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

Shareholders may read any document that Brookfield Reinsurance files with, or furnishes to, the SEC on the SEC’s website www.sec.gov. Shareholders may access documents filed with Canadian securities regulators through SEDAR+.

Description of Our Share Capital

Issued and Outstanding Capital

As of August 15, 2023, there were 10,450,952 class A exchangeable shares, 24,000 class B shares, 102,056,784 class C shares, 98,351,547 Class A Junior Preferred Shares, Series 1, 2,108,733 Class A Junior Preferred Shares, Series 2, no Class A Senior Preferred Shares and no Class B Senior Preferred Shares issued and outstanding.

The transfer agent and registrar for the exchangeable shares is TSX Trust, at its principal office in Toronto, Ontario, Canada.

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Class A Exchangeable Shares and Class A-1 Exchangeable Shares

The following description of class A exchangeable shares and class A-1 exchangeable shares sets forth certain general terms and provisions of the class A exchangeable shares and class A-1 exchangeable shares, as applicable. This description is in all respects subject to and qualified in its entirety by applicable law and the provisions of our company’s bye-laws. Through the rights and governance structures described in the Circular, each exchangeable share is intended to provide its holder with an economic return that is equivalent to that of a Brookfield Class A Share. Consequently, we expect that the market price of our class A exchangeable shares, and our class A-1 exchangeable shares, when and if issued, should be impacted by the market price of the Brookfield Class A Shares and the business performance of Brookfield Corporation. Except for the voting rights and the conversion rights described below, the rights, privileges, restrictions and conditions attached to the class A exchangeable shares as a class and the class A-1 exchangeable shares as a class are identical in all respects.

Voting Rights of Class A Exchangeable Shares

Each holder of class A exchangeable shares is entitled to receive notice of, and to attend and vote at, all meetings of our shareholders, other than meetings at which only holders of a specified class or series of shares are entitled to vote or as otherwise required by law. Except as set out below under “— Election of Directors”, each holder of class A exchangeable shares is entitled to cast one vote for each class A exchangeable share held at the record date for determination of shareholders entitled to vote on any matter.

Except as otherwise expressly provided in our bye-laws or as required by law, all matters to be approved by shareholders must be approved by: (i) a majority or, where a higher threshold is specified under applicable law, the higher percentage of the votes cast by holders of class A exchangeable shares who vote in respect of the resolution, and (ii) a majority or, where a higher threshold is specified under applicable law, the higher percentage of the votes cast by the holder of our class B shares who vote in respect of the resolution. As a result, all matters that require shareholder approval must be approved by the holder of the class B shares.

Election of Directors

In the election of directors, holders of class A exchangeable shares are entitled to elect one-half of the board. Our bye-laws provide that each holder of a class A exchangeable share has the right to cast a number of votes equal to the number of votes attached to the class A exchangeable shares held by the holder multiplied by the number of directors to be elected by the holder and all holders of class A exchangeable shares entitled to vote with such holder in the election of directors. A holder may cast all such votes in favour of one candidate or distribute such votes among its candidates in any manner the holder sees fit. Where a holder has voted for more than one candidate without specifying the distribution of votes among such candidates, the holder shall be deemed to have divided the holder’s votes equally among the candidates for whom the holder voted.

Voting Rights of Class A-1 Exchangeable Shares

Except as otherwise required by law, each holder of class A-1 exchangeable shares will be entitled to notice of, and to attend, any meetings of shareholders of the company (except meetings at which only holders of another specified class or series of shares are entitled to vote), but will not be entitled to vote at any such meeting. The class A-1 exchangeable shares are non-voting to address certain regulatory restrictions on ownership, but are otherwise intended to be economically equivalent in all respects to our class A exchangeable shares.

Conversion Right of Holders of Class A-1 Exchangeable Shares

Subject to applicable law, a holder of class A-1 exchangeable shares will be entitled, from time to time, to convert their class A-1 exchangeable shares into class A exchangeable shares on a one-for-one basis (the “Conversion Right”). No holder will be permitted to convert its class A-1 exchangeable shares, and the

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company will not authorize or effect any conversions of class A-1 exchangeable shares, unless the requesting holder has provided satisfactory evidence to the company, that either (i) it and its affiliates (as set forth in Rule 12b-2 of the Exchange Act) will not, after giving effect to the conversion, directly or indirectly, beneficially own, control or hold with the power to vote more than 9.9% of the class A exchangeable shares or (ii) it and its affiliates (as set forth in Rule 12b-2 of the Exchange Act) have received all required regulatory approvals and consents or, if applicable exemptions or waivers, to beneficially own, control or hold with the power to vote more than 9.9% of the class A exchangeable shares, as determined by the company acting reasonably (the “Regulatory Condition”).

The Conversion Right will be exercisable in accordance with the share conditions, which are attached to the bye-laws. The right of conversion may be exercised, provided the Regulatory Condition is satisfied, by notice in writing given to the transfer agent (a “Conversion Notice”), which notice shall specify the number of class A-1 exchangeable shares that the class A-1 exchangeable shareholder desires to have converted. No Conversion Notice will be accepted during (i) the calendar month in which quarterly distributions are paid to the holders of exchangeable shares, or (ii) during the period commencing 10 business days prior to the record date for any special dividend or stock distribution and up to and including on the payment date for such dividend (the “Conversion Blackout Period”). Any conversion notice purported to be delivered to the company during a Conversion Blackout Period will be deemed to have been received on the business day immediately following the date on which a Blackout Period expires. A converting holder will have no further right, with respect to any class A-1 exchangeable shares so converted, to receive any distributions on such shares with a record date on or after the Conversion Notice Date, without regard to the time of day on the Conversion Notice Date at which the exchange is completed. For greater certainty, a converting holder will, despite a notice of conversion being delivered, be entitled to receive any distributions on class A exchangeable shares and class A-1 exchangeable shares that have a record date prior to the Conversion Notice Date.

Distributions

The holders of exchangeable shares will be entitled to receive distributions as and when declared by our board subject to receipt of sufficient shareholder approval (where applicable) and the prior rights of the holders of all classes and series of the Class A Senior Preferred Shares and Class B Senior Preferred Shares and any other shares ranking senior to the class A exchangeable shares or class A-1 exchangeable shares with respect to priority in payment of distributions. It is expected that each exchangeable share will receive distributions at the same time and in the same amount as the cash dividends paid on each Brookfield Class A Share.

Subject to the prior rights of holders of all classes and series of Senior Preferred Shares at the time outstanding having prior rights as to distributions, and in preference to the Junior Preferred Shares and class C shares of the company, each exchangeable share will entitle its holder to cumulative distributions per share in an amount equal to (i) the amount of any cash dividend made on a Brookfield Class A Share multiplied by (ii) the exchange factor (which initially shall be one, subject to adjustment in the event of certain dilutive or other capital events by our company or Brookfield Corporation) determined in accordance with our bye-laws and in effect on the payment date of such distribution, which we refer to as the exchangeable distribution. See “— Exchange by Holder — Adjustments to Reflect Certain Capital Events”.

If the full amount of a distribution on exchangeable shares is not paid concurrently with a dividend on the Brookfield Class A Shares, then the unpaid amount of such distribution shall accrue and accumulate (without interest), whether or not our company has earnings, whether or not there are funds legally available for the payment thereof and whether or not such distribution has been earned, made or authorized. Any distribution payment on exchangeable shares made shall first be credited against the earliest accumulated but unpaid exchangeable distribution due which remains payable, which we refer to as unpaid distributions. All exchangeable distributions shall be paid prior and in preference to any dividends or distributions on the class C shares. The holders of class A exchangeable shares and class A-1 exchangeable shares shall not be entitled to any distributions from our company other than the exchangeable distributions.

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The exchangeable shares may be consolidated or split in the event of, and equally with, a share consolidation or stock split of the Brookfield Class A Shares. As an alternative, stock dividends may be paid in lieu of stock splits concurrently with a stock split of the Brookfield Class A Shares. In that case, the stock dividend on the exchangeable shares will be paid in additional exchangeable shares.

Exchange by Holder

At any time before the 15th business day prior to the date of any redemption, holders of exchangeable shares shall have the right to exchange all or a portion of their exchangeable shares with Brookfield Corporation for one Brookfield Class A Share per exchangeable share held (subject to adjustment in the event of certain dilutive or other capital events by our company or Brookfield Corporation as described below in “— Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one Brookfield Class A Share on the date that the request for exchange is received by our transfer agent (or if not a trading day, the next trading day thereafter) plus all unpaid distributions, if any (the form of payment to be determined at the sole election of Brookfield Corporation), subject to certain limitations described below if Brookfield Corporation is unable to maintain an effective registration statement. If you hold exchangeable shares through a broker, please contact your broker to request an exchange on your behalf. If you are a registered holder of exchangeable shares, please contact our transfer agent and follow the process described below.

Pursuant to the Rights Agreement, Brookfield Corporation has agreed that on the applicable specified exchange date with respect to any exchangeable shares submitted for exchange, Brookfield Corporation will satisfy, or cause to be satisfied, the obligations pursuant to our bye-laws to exchange such exchangeable shares for Brookfield Class A Shares or its cash equivalent plus any unpaid distributions. Brookfield Corporation currently intends to satisfy any exchange requests on the exchangeable shares through the delivery of Brookfield Class A Shares rather than cash. At the Brookfield Reinsurance Meeting, Brookfield Reinsurance received shareholder approval for certain amendments to Brookfield Reinsurance’s bye-laws. The amendments (i) provide greater clarity on the circumstances under which Brookfield Corporation will be allowed to transfer the exchangeable shares acquired by Brookfield Corporation upon an exchange, and (ii) enable Brookfield Corporation to engage an agent to remarket exchangeable shares tendered for exchange under certain conditions, in which case the tendering holder’s exchangeable shares would be purchased for the same exchange consideration (and remain in circulation in the hands of another holder) rather than being exchanged. See Section 2 of the Circular, “Information with respect to the Brookfield Reinsurance Meeting”.

The obligation to satisfy a request for exchange is the obligation of Brookfield Corporation, and our company has no obligation to deliver Brookfield Class A Shares or cash, to deliver any unpaid distributions, or to cause Brookfield Corporation to do so.

Each holder of exchangeable shares who wishes to exchange one or more of his or her exchangeable shares with Brookfield Corporation for Brookfield Class A Shares or its cash equivalent is required to complete and deliver a notice of exchange in the form available from our transfer agent. Upon receipt of a notice of exchange, Brookfield Corporation shall, within ten (10) business days after the date that the notice of exchange is received by our transfer agent, or the specified exchange date, deliver or cause to deliver to the tendering holder of exchangeable shares, in accordance with instructions set forth in the notice of exchange, one Brookfield Class A Share per exchangeable share held (subject to adjustments in the event of certain capital events by our company or Brookfield Corporation as described below in “— Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one Brookfield Class A Share on the date that the request for exchange is received by our transfer agent (or if not a trading day, the next trading day thereafter) plus all unpaid distributions, if any (the form of payment to be determined at the sole election of Brookfield Corporation). Notwithstanding the foregoing, for so long as there is not an effective registration statement with respect to the delivery of Brookfield Class A Shares in connection with the exchange right, Brookfield Corporation will not be able to effect exchanges for Brookfield Class A Shares and will not be required to effect exchanges for cash that would result in the payment of an amount in excess of $5,000,000 in the aggregate over any 30 consecutive

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calendar day period; provided that such limit will not apply for more than 90 consecutive calendar days during any 12 calendar month period. Upon completion of the exchange of any exchangeable shares as described herein, the holder of exchangeable shares who has exchanged their exchangeable shares will have no further right, with respect to any exchangeable shares so exchanged, to receive any distributions on the exchangeable shares on or after the date on which such exchangeable shares are exchanged. For greater certainty, a tendering holder will, despite a notice of exchange being delivered, be entitled to receive any distributions on the exchangeable shares that have a record date or otherwise accrued prior to the date on which such notice of exchange is received.

Subject to the limitations on exchanges as described above, in the event that a tendering holder of exchangeable shares has not received the number of Brookfield Class A Shares or its cash equivalent (the form of payment to be determined by Brookfield Corporation in its sole discretion) in satisfaction of the tendered exchangeable shares on or prior to the specified exchange date, then, pursuant to the Rights Agreement, the holder of the subject exchangeable shares, or the rights agent, on behalf of the holder of the subject exchangeable shares, will have the right to institute and maintain any suit, action or proceeding against Brookfield Corporation to enforce the obligations of Brookfield Corporation to exchange our exchangeable shares for Brookfield Class A Shares (or their cash equivalent) plus unpaid distributions. The Rights Agreement is available electronically on our SEDAR+ profile at www.sedarplus.ca. For a further description of the Rights Agreement, see Item 10.B of Brookfield Reinsurance’s Annual Report, “Memorandum and Bye-Laws — Rights Agreement” and Item 10.C of Brookfield Reinsurance’s Annual Report, “Material Contracts — Rights Agreement”.

No Fractional Shares. No fractional Brookfield Class A Shares will be issued or delivered upon exchange of exchangeable shares. In lieu of any fractional Brookfield Class A Shares to which the tendering holder of exchangeable shares would otherwise be entitled at Brookfield Corporation’s election, Brookfield Corporation will pay an amount in cash equal to the Brookfield Class A Share value on the trading day immediately preceding the applicable specified exchange date multiplied by such fraction of a Brookfield Class A Share.

Adjustments to Reflect Certain Capital Events. The exchange factor (which initially shall be one) is subject to adjustment in accordance with our company’s bye-laws to reflect certain capital events, including (i) if Brookfield Corporation declares or pays a dividend to its shareholders consisting wholly or partly of Brookfield Class A Shares or if or our company declares or pays a distribution to our shareholders consisting wholly or partly of exchangeable shares, in each case, without a corresponding dividend or distribution, as applicable, being paid by the other entity; (ii) if Brookfield Corporation or our company splits, subdivides, reverse-splits or combines its outstanding Brookfield Class A Shares or exchangeable shares, as applicable, without a corresponding event occurring at the other entity; (iii) if Brookfield Corporation or our company distributes any rights, options or warrants to all or substantially all holders of its Brookfield Class A Shares or exchangeable shares to convert into, exchange for or subscribe for or to purchase or to otherwise acquire Brookfield Class A Shares or exchangeable shares (or other securities or rights convertible into, exchangeable for or exercisable for Brookfield Class A Shares or exchangeable shares), as applicable, without a corresponding distribution of comparable rights, options or warrants by the other entity; (iv) if Brookfield Corporation effects a spin-off, unless a corresponding event (or a distribution/equivalent compensation) occurs at our company in respect of the exchangeable shares; (v) if Brookfield Corporation distributes to all or substantially all holders of Brookfield Class A Shares evidences of its indebtedness or assets (including securities), or rights, options or warrants to convert into, exchange for or subscribe for or to purchase or to otherwise acquire such securities but excluding all distributions where a comparable distribution (or the cash equivalent) is made by our company; or (vi) if Brookfield Corporation or one of its subsidiaries makes a payment in respect of a tender or exchange offer for the Brookfield Class A Shares (but excluding for all purposes any exchange or tender offer to exchange Brookfield Class A Shares for exchangeable shares or any other security economically equivalent to Brookfield Class A Shares), to the extent that the cash and value of any other consideration included in the payment per Brookfield Class A Share exceeds certain thresholds.

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Redemption

Our board will have the right, subject to the prior written consent of Brookfield Corporation, as the sole holder of the class C shares, and upon sixty days’ prior written notice to holders of exchangeable shares, to redeem all of the then outstanding exchangeable shares at any time and for any reason, in its sole discretion and subject to applicable law, including without limitation following the occurrence of any of the following redemption events: (i) the total number of class A exchangeable shares outstanding decreases by 50% or more over any six-month period; (ii) the daily market value of the class A exchangeable shares (based on the closing price on the NYSE on each trading day) (A) is less than $250 million for more than six consecutive months or (B) decreases by 50% or more from its high over any three-month period; (iii) a person acquires 90% of the Brookfield Class A Shares in a take-over bid (as defined by applicable securities law); (iv) shareholders of Brookfield Corporation approve an acquisition of Brookfield Corporation by way of arrangement, amalgamation or similar transaction; (v) shareholders of Brookfield Corporation approve a restructuring or other reorganization of Brookfield Corporation or a liquidation, insolvency or winding-up of Brookfield Corporation is pending; (vi) there is a pending sale of all or substantially all of Brookfield Corporation’s assets; (vii) there is a change of law (whether by legislative, governmental or judicial action), administrative practice or interpretation, or a change in circumstances of our company and our shareholders, that may result in adverse tax consequences for our company or our shareholders; or (viii) our board, in its sole discretion, concludes that the holders of exchangeable shares are adversely impacted by a fact, change or other circumstance relating to our company. For greater certainty, shareholders do not have the ability to vote on such redemption and the board’s decision to redeem all of the then outstanding exchangeable shares will be final.

Upon any such redemption event, the holders of exchangeable shares shall be entitled to receive pursuant to such redemption one Brookfield Class A Share per exchangeable share held (subject to adjustment in the event of certain capital events by our company or Brookfield Corporation as described above in “— Exchange by Holder — Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one Brookfield Class A Share on the trading day immediately preceding the announcement of such redemption plus all unpaid distributions, if any (the form of payment to be determined at the election of our company).

Notwithstanding the foregoing, upon any redemption event, Brookfield Corporation may elect to acquire all of the outstanding exchangeable shares in exchange for one Brookfield Class A Share per exchangeable share held (subject to adjustment in the event of certain capital events by our company or Brookfield Corporation as described above in “— Exchange by Holder — Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one Brookfield Class A Share on the trading day immediately preceding the announcement of such redemption plus all unpaid distributions, if any (the form of payment to be determined at the election of Brookfield Corporation). Shareholders are not entitled to vote on Brookfield Corporation’s exercise of the overriding call right described in the preceding sentences.

Liquidation

Brookfield Corporation, as the sole holder of our class C shares, will have the right, subject to applicable law, to require our company to commence a liquidation of the company following the occurrence of certain events. See Item 10.B of Brookfield Reinsurance’s Annual Report, “Memorandum and Bye-Laws — Class C Shares — Liquidation” for more information.

Upon any liquidation, dissolution or winding up of our company or any other distribution of our assets among our shareholders for the purpose of winding up our affairs, including whether substantially concurrent with the liquidation, dissolution or winding up of Brookfield Corporation or any other distribution of Brookfield Corporation’s assets among its shareholders for the purpose of winding up its affairs, and subject to the prior rights of holders of all classes and series of Senior Preferred Shares and any other class of shares of our company ranking in priority or ratably with the exchangeable shares and after the payment in full of any unpaid distributions, the holders of exchangeable shares shall be entitled to one Brookfield Class A Share per

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exchangeable share held (subject to adjustment in the event of certain capital events by our company or Brookfield Corporation as described above in “— Exchange by Holder — Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one Brookfield Class A Share on the trading day immediately preceding announcement of such liquidation, dissolution or winding up (the form of payment to be determined at the election of our company). If, upon any such liquidation, dissolution or winding up, the assets of our company are insufficient to make such payment in full, then the assets of our company will be distributed among the holders of exchangeable shares and class B shares ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive.

Notwithstanding the foregoing, upon any liquidation, dissolution or winding up of our company, Brookfield Corporation may elect to acquire all but not less than all of the outstanding exchangeable shares for one Brookfield Class A Share per exchangeable share (subject to adjustment in the event of certain capital events by our company or Brookfield Corporation as described above in “— Exchange by Holder — Adjustments to Reflect Certain Capital Events”) plus all unpaid distributions, if any. The acquisition by Brookfield Corporation of all the outstanding exchangeable shares will occur on the day prior to the effective date of the liquidation, dissolution or winding up of our company. Shareholders are not entitled to vote on Brookfield Corporation’s exercise of the overriding call right described in the preceding sentences.

Book-Based System

The exchangeable shares may be represented in the form of one or more fully registered share certificates held by, or on behalf of, CDS or DTC, as applicable, as custodian of such certificates for the participants of CDS or DTC, registered in the name of CDS or DTC or their respective nominee, and registration of ownership and transfers of the exchangeable shares may be effected through the book-based system administered by CDS or DTC, as applicable.

Treatment of Exchangeable Shares in Connection with a Takeover Bid, Issuer Bid or Tender Offer

The exchangeable shares are not Brookfield Class A Shares and will not be treated as Brookfield Class A Shares for purposes of the application of applicable Canadian and U.S. rules relating to takeover bids, issuer bids and tender offers. Neither, Brookfield Class A Shares, the class A exchangeable shares or the class A-1 exchangeable shares are securities of the same class. As a result, holders of exchangeable shares will not be entitled to participate in an offer or bid made to acquire Brookfield Class A Shares, unless such offer is extended to holders of class A exchangeable shares and holders of the class A-1 exchangeable shares and holders of Brookfield Class A Shares will not be entitled to participate in an offer or bid made to acquire class A exchangeable shares or class A-1 exchangeable shares, unless such offer is extended to holders of Brookfield Class A Shares. In the event of a takeover bid for Brookfield Class A Shares, a holder of exchangeable shares who would like to participate would be required to first tender his or her exchangeable shares for exchange, in order to receive a Brookfield Class A Share, or the cash equivalent, at the election of Brookfield Corporation, pursuant to the exchange right. If an issuer tender offer or issuer bid is made for the Brookfield Class A Shares at a price in excess of the market price of the Brookfield Class A Shares and a comparable offer is not made for the exchangeable shares, then the exchange factor for the exchangeable shares may be adjusted. See “— Exchange by Holder — Adjustments to Reflect Certain Capital Events” above for more information on the circumstances in which adjustments may be made to the exchange factor.

Choice of Forum for Bermuda Act and U.S. Securities Act Claims

Pursuant to our bye-laws, unless we consent in writing to the selection of an alternative forum (and our company will always provide such consent with respect to the Superior Court of Justice of the Province of Ontario, Canada and appellate Courts thereof), the Supreme Court of Bermuda shall, to the fullest extent permitted by law, be the sole and exclusive forum for any dispute that arises concerning the Bermuda Act or out of or in connection with our bye-laws, including any question regarding the existence and scope of our bye-laws and/or whether there has

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been any breach of the Bermuda Act or our bye-laws by an officer or director (the “Bermuda Forum Provision”). The Bermuda Forum Provision will not apply to any causes of action arising under the U.S. Securities Act or the U.S. Exchange Act. In addition, our bye-laws further provide that unless we consent in writing to the selection of an alternative forum, the federal courts of the United States shall be the sole and exclusive forum for resolving any complaint filed in the United States asserting a cause of action arising under the U.S. Securities Act (the “U.S. Federal Forum Provision”). Our bye-laws provide that any person or entity purchasing or otherwise acquiring any interest in our exchangeable shares is deemed to have notice of and consented to the Bermuda Forum Provision and the U.S. Federal Forum Provision; provided, however, that shareholders cannot and will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder. The Bermuda Forum Provision and the U.S. Federal Forum Provision in our bye-laws may impose additional litigation costs on shareholders in pursuing any such claims. Additionally, the forum selection clauses in our bye-laws may limit our shareholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our shareholders. See Item 3.D in Brookfield Reinsurance’s Annual Report, “Risk Factors — Risks Relating to the Exchangeable Shares — Our bye-laws designate specific courts in Bermuda as the exclusive forum for certain litigation that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a desired judicial forum for disputes with us”.

Comparison of the Rights of Holders of Exchangeable Shares and Brookfield Class A Shares

The rights of holders of Brookfield Class A Shares, are governed by the OBCA and Brookfield Corporation’s articles of amalgamation and by-laws. The rights of holders of our exchangeable shares are governed by Bermuda law and our memorandum of association and bye-laws.

For a summary description of the material differences between the Brookfield Class A Shares and our exchangeable shares, see Section 20 of the Circular, “Comparison of Shareholder Rights”.

Price Range and Trading Volume of class A exchangeable shares

The class A exchangeable shares are listed and began trading on the NYSE and the TSX under the symbol “BAMR” on June 28, 2021 and began trading on the NYSE and the TSX under the symbol “BNRE” on December 14, 2022. The following table sets forth the price ranges and trading volumes of the class A exchangeable shares as reported by the TSX for the periods indicated, in Canadian dollars:

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The following table sets forth the price range, calculated using intraday high and low prices, and trading volume of the class A exchangeable shares as reported by the TSX for each quarterly period in the two years preceding the date of this document:

The following table sets forth the price ranges and trading volumes of the class A exchangeable shares as reported by the NYSE for the periods indicated, in U.S. dollars:

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The following table sets forth the price range, calculated using intraday high and low prices, and trading volume of the class A exchangeable shares as reported by the NYSE for each quarterly period in the two years preceding the date of this document:

The closing prices of the class A exchangeable shares on the NYSE and the TSX on August 14, 2023 were $34.65 and C$46.75, respectively.

Brookfield Shareholders are urged to obtain current market quotations for the class A exchangeable shares.

At the Brookfield Reinsurance Meeting, Brookfield Reinsurance received shareholder approval for the Share Issuance and for certain amendments to Brookfield Reinsurance’s bye-laws. The amendments are, among other things, aligned with the objectives of the Offer and are designed to promote stability in the number of outstanding exchangeable shares, thereby maintaining the equity base and market capitalization of our company and reducing volatility in the trading price of the exchangeable shares relative to the Brookfield Class A Shares. The amendments aim to allow the exchangeable shares of our company that are tendered for exchange to remain in circulation under certain circumstances, thereby supporting our company’s efforts to enhance liquidity for our shareholders. Specifically, the amendments (i) provide greater clarity on the circumstances under which Brookfield Corporation will be allowed to transfer the exchangeable shares acquired by Brookfield Corporation upon an exchange, and (ii) enable Brookfield Corporation to engage an agent to remarket exchangeable shares tendered for exchange under certain conditions, in which case the tendering holder’s exchangeable shares would be purchased (and remain in circulation in the hands of another holder) rather than being exchanged.

Specific details of the matters put before the Brookfield Reinsurance Meeting are set forth in the Brookfield Reinsurance Meeting Circular, which is incorporated by reference in this document.

Under applicable U.S. securities laws, Brookfield Corporation may also be deemed an offeror with respect to the Offer.

Brookfield Corporation is focused on deploying its capital on a value basis and compounding it over the long term. This capital is allocated across its three core pillars of asset management, insurance solutions and its operating businesses. Employing a disciplined investment approach, Brookfield Corporation leverages its deep expertise as an owner and operator of real assets, as well as the scale and flexibility of its capital, to create value and deliver strong risk-adjusted returns across market cycles.

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The Brookfield Class A Shares are listed on the NYSE and the TSX under the symbol “BN”.

Brookfield Corporation was formed by articles of amalgamation dated August 1, 1997 and is organized pursuant to articles of amalgamation under the OBCA dated January 1, 2005 and articles of amendment by arrangement dated December 9, 2022. Brookfield Corporation’s head and registered office is located at Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3.

BAM Class B Partners Inc., an Ontario corporation (“BN Partners”), is the trustee of BAM Partners Trust, a trust established under the laws of Ontario (the “BN Partnership”) and the sole owner of the Brookfield Class B Shares. The Brookfield Class B Shares entitle the BN Partnership to appoint one-half of the Brookfield Corporation Board of Directors. The beneficial interests in the BN Partnership, and the voting interests in its trustee, are held as follows: (i) one-third by Jack L. Cockwell, one-third by Bruce Flatt, and one-third jointly by Brian W. Kingston, Brian D. Lawson, Cyrus Madon, Samuel J.B. Pollock and Sachin G. Shah in equal parts. As such, no single individual or entity controls the BN Partnership.

Additional Information

Brookfield Corporation has filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer.

Brookfield Corporation is subject to the information and periodic reporting requirements of the Exchange Act applicable to “foreign private issuers” (as such term is defined in Rule 405 under the U.S. Securities Act) and fulfills the obligations with respect to those requirements by filing or furnishing annual reports on Form 40-F and quarterly reports on Form 6-K with the SEC. The SEC maintains an Internet site that contains reports and information statements and other information regarding Brookfield Corporation and other issuers that file electronically with the SEC. The address of the SEC Internet site is www.sec.gov. This information is also available on Brookfield Corporation’s website at bn.brookfield.com.

Certain information regarding each director and executive officer of Brookfield Corporation is set forth in Brookfield Corporation’s Annual Report.

Issued and Outstanding Capital

As of August 15, 2023, there were 1,638,077,866 Brookfield Class A Shares and 85,120 Brookfield Class B Shares outstanding.

See Brookfield Corporation’s Annual Report and the documents incorporated by reference therein for a description of the rights, privileges, restrictions and conditions attaching to the Brookfield Class A Shares and other securities of Brookfield Corporation.

The transfer agent and registrar for the Brookfield Class A Shares is TSX Trust, at its principal office in Toronto, Ontario, Canada.

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Price Range and Trading Volume of Brookfield Class A Shares

The Brookfield Class A Shares are listed and traded on the NYSE and the TSX under the symbol “BN”. The following table sets forth the price ranges and trading volumes of the Brookfield Class A Shares as reported by the TSX for the periods indicated, in Canadian dollars:

The following table sets forth the price range, calculated using intraday high and low prices, and trading volume of the Brookfield Class A Shares as reported by the TSX for each quarterly period in the two years preceding the date of this document:

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The following table sets forth the price ranges and trading volumes of the Brookfield Class A Shares as reported by the NYSE for the periods indicated, in U.S. dollars:

The following table sets forth the price range, calculated using intraday high and low prices, and trading volume of the Brookfield Class A Shares as reported by the NYSE for each quarterly period in the two years preceding the date of this document:

The closing prices of the Brookfield Class A Shares on the NYSE and the TSX on August 14, 2023 were $34.34 and C$46.21, respectively.

Brookfield Shareholders are urged to obtain current market quotations for the Brookfield Class A Shares.

Brookfield Reinsurance will issue the class A-1 exchangeable shares delivered under this Offer.

On June 28, 2021, Brookfield Corporation completed a special dividend pursuant to which Brookfield Shareholders received one class A exchangeable share for every 145 Brookfield Class A Shares held as of the

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record date for the special dividend. Brookfield Reinsurance was established by Brookfield Corporation to own and operate a leading reinsurance and insurance business focused on providing capital-based solutions to insurance companies and their stakeholders. Creating Brookfield Reinsurance and distributing the class A exchangeable shares, which are structured with the intention of providing an economic return equivalent to Brookfield Class A Shares, was intended to achieve the following objectives, among others:

The purpose of the Offer is to increase the equity base and market capitalization of Brookfield Reinsurance, which operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions, and which in turn will position Brookfield Reinsurance for future growth. Brookfield Reinsurance is a “paired entity” to Brookfield Corporation, which enables the Offer to be structured so that the equity base and market capitalization of Brookfield Reinsurance can be enhanced without any dilution to Brookfield Shareholders. The Offer also provides Brookfield Shareholders with an alternative, efficient means through which to hold an interest in overall Brookfield. While each class A-1 exchangeable share is exchangeable for a Brookfield Class A Share on a one-for-one basis, Brookfield Class A Shares are not by their terms exchangeable for class A-1 exchangeable shares. The Offer therefore provides an important opportunity for holders of Brookfield Class A Shares that would prefer to hold more of their interest in overall Brookfield through the ownership of exchangeable shares of Brookfield Reinsurance, which represents an alternative security through which to hold an interest in Brookfield Corporation. Following the completion of the Offer, it is expected that the Brookfield Class A Shares tendered in the Offer will either be returned to Brookfield Corporation for cancellation or, subject to applicable law and regulatory requirements, retained by Brookfield Reinsurance. The class A-1 exchangeable shares being offered are non-voting in order to address, among other things, certain insurance regulations applicable to Brookfield Reinsurance, which generally prohibit any person from owning more than 10% of the voting shares of our company without having received the requisite regulatory approvals. Following the Offer, investors who desire to do so will have the right to convert their class A-1 exchangeable shares into class A exchangeable shares on a one-for-one basis, provided that no holder will be permitted to convert their class A-1 exchangeable shares, and the company will not effect any conversions of class A-1 exchangeable shares, into class A exchangeable shares unless the requesting holder has provided evidence satisfactory to the company that such holder or its affiliate either (i) will not, after giving effect to the conversion, have control or direction over more than 9.9% of the outstanding class A exchangeable shares or (ii) has received all necessary regulatory approval to obtain more than 9.9% of the class A exchangeable shares, as determined by the company acting reasonably. See Section 1 of the Circular, “Information with respect to Brookfield Reinsurance — Description of Our Share Capital” and Section 10 of the Offer, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

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In the event that there is sufficient interest in the Offer from Brookfield Shareholders, our company may from time to time provide Brookfield Shareholders with other opportunities to increase their ownership of our exchangeable shares by way of further exchange offers, or private reverse exchange transactions or other similar transactions.

The Offer was approved by the Brookfield Reinsurance Board of Directors and the Governance and Nominating Committee of the Brookfield Reinsurance Board of Directors on March 17, 2023, with additional matters relating to the Offer being approved by the Brookfield Reinsurance Board of Directors on June 30, 2023, and the relevant matters relating to the Offer were approved by the Brookfield Corporation Board of Directors (conditional upon approval by the Brookfield Reinsurance Board of Directors). In considering whether the Offer would be in the best interest of Brookfield Reinsurance, the Brookfield Reinsurance Board of Directors and the Governance and Nominating Committee of the Brookfield Reinsurance Board of Directors gave careful consideration to a number of factors, including, without limitation, the following:

The foregoing summary of the factors considered by the Brookfield Reinsurance Board of Directors and the Governance and Nominating Committee of the Brookfield Reinsurance Board of Directors is not, and is not intended to be, exhaustive. In view of the variety of factors and the amount of information considered in connection with its determination to proceed with the Offer, the Brookfield Reinsurance Board of Directors and the Governance and Nominating Committee of the Brookfield Reinsurance Board of Directors did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weight to each specific factor considered in reaching its conclusion.

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In considering the Offer, the Brookfield Corporation Board of Directors took into consideration the factors considered by the Brookfield Reinsurance Board of Directors.

Notwithstanding the foregoing considerations, before making any decision to tender or not tender Brookfield Class A Shares to the Offer, Brookfield Shareholders should carefully consider the risks associated with the company’s business as well as the risks associated with Brookfield Reinsurance’s business, including the risks described under the heading “Risk Factors”.

Although supportive of the Offer, none of Brookfield Reinsurance, Brookfield Corporation, the Brookfield Reinsurance Board of Directors, the Governance and Nominating Committee of the Brookfield Reinsurance Board of Directors, the Brookfield Corporation Board of Directors or the Depositary makes any recommendation to any Brookfield Shareholder as to whether to tender or refrain from tendering Brookfield Class A Shares under the Offer. Brookfield Shareholders must make their own decisions as to whether to tender Brookfield Class A Shares under the Offer, and, if so, how many Brookfield Class A Shares to tender.

Except as disclosed in this document, neither Brookfield Corporation nor Brookfield Reinsurance currently have any plans, proposals or negotiations that relate to or would result in: (i) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Brookfield Corporation or any of its subsidiaries; (ii) any purchase, sale or transfer of an amount of Brookfield Corporation’s subsidiaries’ assets or its assets which is material to Brookfield Corporation and its subsidiaries, taken as a whole; (iii) any material change in Brookfield Corporation’s present dividend policy, its capitalization or its indebtedness; (iv) plans for any change in Brookfield Corporation’s present board or management or any plans or proposals to change the number or term of the Brookfield Corporation’s Board of Directors; any other change in the structure or business of Brookfield Corporation; (v) Brookfield Corporation’s equity securities ceasing to be listed on the NYSE or the TSX; (vi) any class of Brookfield Corporation’s equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act; (vii) the suspension of Brookfield Corporation’s obligation to file reports under the Exchange Act; (viii) the acquisition or disposition by any person of Brookfield Corporation’s securities other than acquisitions or dispositions made in the ordinary course of business; or (ix) any change in the organizational documents of Brookfield Corporation, or other actions that could impede the acquisition of control of Brookfield Corporation. Brookfield Corporation may from time to time consider spinning-off or otherwise separating a part of its business in order to maximize value for shareholders and provide investors with the flexibility in their exposure to different parts of Brookfield’s overall business.

The declaration and payment of dividends on the Brookfield Class A Shares and Brookfield Class B Shares are at the discretion of the Brookfield Corporation Board of Directors. Dividends on the Brookfield Class A Shares and Brookfield Class B Shares are paid quarterly, at the end of March, June, September and December of each year. The Brookfield Corporation Board of Directors supports a stable and consistent dividend policy and will consider increasing dividends from time to time at a rate based on a portion of the growth rate in cash flow from operations per share. Special dividends may also be declared from time to time to implement corporate strategic initiatives.

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The following table presents Brookfield Corporation’s dividend history for the dates indicated: