Exhibit 99.2

 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

AVAILABILITY OF INVESTOR MATERIALS

An Annual Meeting of Shareholders of Brookfield Asset Management Inc. (the “Corporation” or “Brookfield”) will be held on Friday, June 12, 2020 at 10:30 a.m. Eastern Daylight Time (EDT) in a virtual meeting format via live audio webcast at: https://web.lumiagm.com/194315325, to:

 

1.

receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2019, including the external auditor’s report thereon;

 

2.

elect directors who will serve until the next annual meeting of shareholders;

 

3.

appoint the external auditor who will serve until the next annual meeting of shareholders and authorize the directors to set its remuneration;

 

4.

consider and, if thought advisable, pass an advisory resolution on the Corporation’s approach to executive compensation; and

 

5.

consider two shareholder proposals described in our management information circular to be dated April 27, 2020 (the “Circular”).

We will consider any other business that may properly come before the meeting.

In light of the unprecedented health impact of COVID-19 and consistent with the latest guidance from public health and government authorities, this year’s meeting will be held in a virtual meeting format only. Shareholders will be able to listen to, participate in and vote at the meeting in real time through a web-based platform instead of attending the meeting in person.

You can attend and vote at the virtual meeting by joining the live audio webcast at: https://web.lumiagm.com/194315325, entering your control number and password “bam2020” (case sensitive). See “Q&A on Voting” in the Circular for more information on how to listen, register for and vote at the meeting.

You have the right to vote at the meeting by online ballot through the live audio webcast platform if you were a Brookfield shareholder at the close of business on April 29, 2020. Before casting your vote, we encourage you to review the meeting’s business in the section “Business of the Meeting” of the Circular. The Circular will be made publicly available on May 13, 2020.

This year we are again posting electronic versions of the Circular and our 2019 Annual Report (collectively, the “investor materials”) on our website for shareholder review – a process known as “Notice and Access.” Electronic copies of the investor materials may be accessed at https://bam.brookfield.com under “Notice and Access 2020” and at www.sedar.com and www.sec.gov/edgar.

Under Notice and Access, if you would like paper copies of any investor materials please contact us at 1-866-989-0311 or enquiries@brookfield.com and we will mail materials free of charge within three business days of your request, provided the request is made before the date of the meeting or any adjournment thereof. In order to receive investor materials in advance of the deadline to submit your vote, we recommend that you contact us before 5:00 p.m. EDT on May 28, 2020. All shareholders who have signed up for electronic delivery of the investor materials will continue to receive them by email.

Instructions on Voting at the Virtual Meeting

Registered shareholders and duly appointed proxyholders will be able to attend the virtual meeting and vote in real time, provided they are connected to the internet and follow the instructions in the Circular. See “Q&A on Voting” in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will not be able to ask questions or vote at the meeting.

If you wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including if you are a non-registered shareholder who wishes to appoint themselves to attend the virtual meeting) you must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form. See “Q&A on Voting” in the Circular. These instructions include the additional step of registering your proxyholder with our transfer agent, AST Trust Company (Canada), after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the virtual meeting but will not be able to ask questions or vote.

 

Information for Registered Holders

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) that attend the meeting online will be able to vote by completing a ballot online during the meeting through the live webcast platform.

If you are not attending the virtual meeting and wish to vote by proxy, we must receive your vote by 5:00 p.m. EDT on Wednesday, June 10, 2020. You can cast your proxy vote in the following ways:

 

•

On the Internet at www.astvotemyproxy.com;

 

•

Fax your signed proxy to (416) 368-2502 or 1-866-781-3111;

 

•

Mail your signed proxy using the business reply envelope accompanying your proxy;

 

•

Scan and send your signed proxy to proxyvote@astfinancial.com; or

 

•

Call by telephone at 1-888-489-5760.

Information for Non-Registered Holders

Non-registered shareholders will receive a voting instruction form with their physical copy of this notice. If you wish to vote, but not attend the meeting, the voting instruction form must be completed, signed and returned in accordance with the directions on the form.

If you wish to appoint a proxyholder, you must complete the additional step of registering the proxyholder by calling our transfer agent, AST Trust Company (Canada) at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by no later than 5:00 p.m. EDT on Tuesday, June 9, 2020.

 

				By Order of the Board
				Justin B. Beber
				Managing Partner,
Toronto, Canada				Head of Corporate Strategy
April 27, 2020				& Chief Legal Officer

 

LETTER TO SHAREHOLDERS

To our shareholders,

On behalf of your Board of Directors, we are pleased to invite you to attend the 2020 annual meeting of Brookfield Asset Management. For the first time, the annual meeting will occur by video webcast at 10:30 a.m. on Friday, June 12, 2020. You can read about the business of the meeting beginning on page seven of the accompanying Management Information Circular. This Circular also provides important information on voting your shares at the meeting, our 16 director nominees, our corporate governance practices, and director and executive compensation. Additional details on how to access our live audio and participate in our annual meeting can be found in the “Q&A on Voting” section of the Circular.

2019 Highlights

We are pleased to report that over the course of 2019, Brookfield continued to expand its asset management activities and increased total assets under management to over $540 billion and fee bearing capital to $290 billion—a more than 110% increase in fee bearing capital year-over-year. These inflows were achieved by, among other things, fundraising efforts, including the final close of its largest flagship infrastructure fund at $20 billion and private equity fund at $9 billion, as well as its acquisition of a 61% interest in Oaktree.

During the year, Brookfield deployed approximately $30 billion of capital across its operations. In addition to the acquisition of Oaktree, some of the more notable transactions included: (i) the acquisition of Healthscope, the second largest hospital group in Australia; (ii) the privatization of Genesee & Wyoming, a strategic rail business with a portfolio of 120 short line railroads; and (iii) the acquisition of a majority interest in Genworth MI Canada Inc., the largest private sector residential mortgage insurer in Canada. In the first quarter of 2020, Brookfield’s renewable business committed to acquire all of the outstanding shares of Class A common stock of TerraForm Power, Inc., a transaction that will strengthen Brookfield’s renewable business as one of the largest publicly traded, globally diversified, multi-technology, pure-play renewable power platforms.

In December 2019, the Board travelled to Abu Dhabi, Dubai, and Mumbai to visit Brookfield’s business operations in the region. Brookfield has more than $13 billion in assets under management in these regions which includes the longest and only east-west gas pipeline in India, over 3,000 luxury hotel rooms, major office and retail complexes, and over 500 megawatts of solar and wind capacity. In the decade or so that Brookfield has been in these regions, Brookfield has not only created significant value for investors but also enhanced the surrounding communities. The trip provided the Board with an opportunity to meet with local management teams and community and business leaders, and deepened our understanding of Corporation’s operations in the Middle East and India.

Board Developments

The Board continues to be focused on Brookfield’s environmental, social and governance (“ESG”) management, having formally embedded ESG management into its mandate, as well as the mandate of the Governance & Nominating Committee, in 2019. Over the course of 2019, Brookfield continued to work towards aligning with the Task Force on Climate-related Financial Disclosures, the preeminent framework for assessing climate change risk and opportunities, and in early 2020, Brookfield became a signatory to the Principles of Responsible Investment.

We continue to focus on ensuring that we have diversity of skills and experience among our directors that aligns with the Corporation’s strategic priorities across different markets. To that end, as previously announced, Howard Marks, Co-Chairman of Oaktree, joined the Board on February 13, 2020. Since co-founding Oaktree in 1995, Mr. Marks has been responsible for ensuring Oaktree’s adherence to its core investment philosophy; communicating closely with clients concerning products and strategies; and contributing his experience to big-picture decisions relating to investments and corporate direction. Mr. Marks is one of the pre-eminent global investors and we are thrilled to have him.

Janice Fukakusa will be presented as a director nominee at our annual meeting. Ms. Fukakusa is the former Chief Administrative Officer and Chief Financial Officer of the Royal Bank of Canada, positions she held for approximately 10 years, after having served in various other positions with RBC. Currently, she is the Chancellor of Ryerson University and serves on various boards of directors for corporate and not-for-profit organizations. We are lucky to have a director as skilled as Janice Fukakusa joining us.

To facilitate the two additions to the Board, Robert Harding, who has been with Brookfield for over 35 years and served as a director for more than 20 years, retired and Tim Price, who has been with Brookfield for over 40 years, is not standing for re-election. I want to extend our sincere appreciation to Mr. Harding and Mr. Price for their exceptional and long-standing commitment to Brookfield.

 

Business Update

As is now well known, on March 11, 2020, the World Health Organization declared COVID-19 to be a pandemic. We have been closely monitoring the impact of COVID-19 on the jurisdictions in which Brookfield operates and does business. From the outset, our top priority has been the safety and health of our employees. Many of Brookfield’s operations provide critical infrastructure and essential services and have continued to operate during these difficult times in accordance with applicable guidance of local public health officials. In addition, Brookfield continues to operate in accordance with its business continuity plans, while closely monitoring the development by many governments of procedures to begin easing their broad-based lockdowns, enabling employees to progressively return to our offices and facilities, particularly in Asia, the Middle East, and more recently, some parts of Europe and North America.

At present, we have significant financial capacity, including approximately $15 billion of long-term credit lines at the Corporation and its affiliates in the aggregate that are substantially undrawn and approximately $5 billion of financial and non-core assets. Brookfield has few non-discretionary capital requirements and no debt maturities until 2023 at the earliest. In addition to this corporate liquidity, Brookfield has substantial capital to deploy across its businesses, having recently completed a successful round of fundraising across its flagship private funds, including infrastructure and private equity, which positions it well to act on opportunities in the current environment.

As you know, last year, Brookfield partnered with Oaktree, one of the world’s premier global credit franchises. Oaktree has been very additive to Brookfield’s business during this time of market volatility and dislocation and Oaktree is now accelerating the pace of deployment of its current distressed debt fund.

While some of Brookfield’s operations have and will continue to be impacted by the economic slowdown caused by COVID-19 and responses to it, Brookfield has a diversified portfolio of investments, assets, and operating businesses, many of which are underpinned by long duration revenue streams, including property leases, power sale and other contracts, as well as regulated rates. In addition, Brookfield employs financing structures that have served it well in prior periods of market turbulence, and it maintains significant liquidity to support its investments.

The Board has been and will continue to be active in its oversight of Brookfield’s response to COVID-19 and its potential impacts.

Shareholder Meeting

Please take time to read our Management Information Circular and determine how you will vote your shares. Your participation in our annual meeting is important to us and we are thankful for your engagement in this process.

The Board wishes to express our appreciation for your continued faith in us and we look forward to meeting with you (virtually) on June 12^th.

 

Yours truly,

The Honourable Frank J. McKenna

Brookfield Asset Management Board Chair

April 2020

 

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

 

PART ONE		VOTING INFORMATION					1
		Who Can Vote					1
		Notice and Access					1
		Q & A on Proxy Voting					2
		Principal Holders of Voting Shares					6
PART TWO		BUSINESS OF THE MEETING					7
		1.		Receiving the Consolidated Financial Statements			7
		2.		Election of Directors			7
				Majority Voting Policy			7
				Cumulative Voting for Directors			8
				Voting by Proxy			8
				Director Nominees			8
				Summary of 2020 Nominees for Director			18
				Director Ownership in Publicly Traded Subsidiaries			19
				2019 Director Attendance			20
				2019 Director Voting Results			21
		3.		Appointment of External Auditor			21
				Principal Accounting Firm Fees			21
		4.		Advisory Resolution on Approach to Executive Compensation			22
				2019 Results of the Advisory Resolution on the Corporation’s Approach to Executive Compensation			22
				Advisory Vote			22
		5.		Shareholder Proposals			23
				Shareholder Proposal One			23
				Shareholder Proposal Two			23
PART THREE		STATEMENT OF CORPORATE GOVERNANCE PRACTICES					24
		Governance					24
		Board of Directors					24
		Committees of the Board					29
		Board, Committee and Director Evaluation					31
		Board and Management Responsibilities					31
		Strategic Planning					32
		Risk Management Oversight					32
		Environmental, Social and Governance Management					33
		Communication and Disclosure Policies					35
		Code of Business Conduct and Ethics					35
		Report of the Audit Committee					36
		Report of the Governance and Nominating Committee					38
		Report of the Management Resources and Compensation Committee					39
		Report of the Risk Management Committee					40
PART FOUR		DIRECTOR COMPENSATION AND EQUITY OWNERSHIP					42
		Director Compensation					42
		Equity Ownership of Directors					45
PART FIVE		COMPENSATION DISCUSSION AND ANALYSIS					46
		Executive Overview					46
		Compensation Philosophy					49
		Elements of Compensation					50
		Overview of Compensation					51
		Incentive Plan Overview					52
		Termination and Change of Control Provisions					55
		Incentive and Equity-Based Compensation Policies and Guidelines					56
		2019 Compensation Decisions					56
		Compensation Committee Governance					58
		Class A Share Performance Graphs					61
		Compensation of Named Executive Officers					62
		Incentive Plan Awards					63

 

 

		Security-Based Compensation Arrangements					65
		Pension and Retirement Benefits					70
PART SIX		OTHER INFORMATION					71
		Routine Indebtedness of Directors, Officers and Employees					71
		Audit Committee					71
		Directors’ and Officers’ Liability Insurance					71
		Normal Course Issuer Bid					71
		Availability of Disclosure Documents					72
		Shareholder Proposals					72
		Other Business					78
		Directors’ Approval					78
APPENDIX A		CHARTER OF THE BOARD					A-1

    

 

 

PART ONE – VOTING INFORMATION

This Management Information Circular (“Circular”) is provided in connection with the solicitation by management of Brookfield Asset Management Inc. (“Brookfield,” “we,” “our” or the “Corporation”) of proxies for the Annual Meeting of Shareholders of the Corporation (the “meeting”) referred to in the Corporation’s Notice of Annual Meeting of Shareholders and Availability of Investor Materials dated April 27, 2020 (the “Notice”) to be held in a virtual meeting format only on Friday, June 12, 2020 at 10:30 a.m. Eastern Daylight Time (EDT). The meeting will be broadcast live by audio webcast. See “Q&A on Voting” on page 2 of this Circular for further information.

This solicitation will be made primarily by sending proxy materials to shareholders by mail and email, and in relation to the delivery of this Circular, by posting this Circular on our website at https://bam.brookfield.com under “Notice and Access 2020,” on our System for Electronic Document Analysis and Retrieval (“SEDAR”) profile at www.sedar.com and on our Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) profile at www.sec.gov/edgar pursuant to Notice and Access. See “Notice and Access” below for further information. Proxies may also be solicited personally or by telephone by regular employees of the Corporation at nominal cost. The cost of solicitation will be borne by the Corporation.

The information in this Circular is given as at April 27, 2020, unless otherwise indicated. As previously announced, the Corporation completed a three-for-two stock split on April 1, 2020. By way of a stock dividend, shareholders received one-half of a Class A Limited Voting Share for each Class A and Class B Limited Voting Share held (i.e., one additional share for every two shares held). References in this Circular to a number of Class A Shares, Deferred Share Units, Restricted Shares, Restricted Share Units, options or Escrowed Shares are being reported on a post-stock split basis, unless otherwise indicated. As the Corporation operates in U.S. dollars and reports its financial results in U.S. dollars, all financial information in this Circular is denominated in U.S. dollars, unless otherwise indicated. All references to £ are to British Pound Sterling and all references to C$ are to Canadian dollars. For comparability, all Canadian dollar amounts in this Circular have been converted to U.S. dollars at the average exchange rate for 2019 as reported by Bloomberg L.P. (“Bloomberg”) of C$1.00 = US$0.7538, unless otherwise indicated.

Who Can Vote

As at April 27, 2020, the Corporation had 1,572,862,992 Class A Limited Voting Shares (“Class A Shares”) and 85,120 Class B Limited Voting Shares (“Class B Shares”) outstanding. The Class A Shares are co-listed on the New York Stock Exchange (“NYSE”) under the symbol “BAM,” and the Toronto Stock Exchange (“TSX”) under the symbol “BAM.A.” The Class B Shares are all privately held (see “Principal Holders of Voting Shares” on page 6 of this Circular for further information). Each registered holder of record of Class A Shares and Class B Shares as at the close of business on Wednesday, April 29, 2020 (the “Record Date”) is entitled to receive notice of and to vote at the meeting. Except as otherwise provided in this Circular, each holder of a Class A Share or Class B Share on such date shall be entitled to vote on all matters to come before the meeting or any adjournment thereof, either in person or by proxy.

The share conditions for the Class A Shares and Class B Shares provide that, subject to applicable law and in addition to any other required shareholder approvals, all matters to be approved by shareholders (other than the election of directors) must be approved by a majority of the votes cast by the holders of Class A Shares and by the holders of Class B Shares who vote in respect of the resolution, each voting as a separate class.

Holders of Class A Shares are entitled, as a class, to elect one-half of the board of directors of the Corporation (the “Board” or “Board of Directors”), and holders of Class B Shares are entitled, as a class, to elect the other one-half of the Board. See “Election of Directors” on page 7 of this Circular for further information.

Notice and Access

Brookfield is using the Notice and Access provisions of National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 — Continuous Disclosure Obligations (“Notice and Access”) to provide meeting materials electronically for both registered and non-registered shareholders. Instead of mailing meeting materials to shareholders, Brookfield has posted this Circular and form of proxy on its website at https://bam.brookfield.com under “Notice and Access 2020,” in addition to posting it on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar. Brookfield has sent the Notice and a form of proxy or voting instruction form (collectively, the “Notice Package”) to all shareholders informing them that this Circular is available online and explaining how this Circular may be accessed. Brookfield will not directly send the Notice Package to non-registered shareholders. Instead, Brookfield will pay Intermediaries (as defined on page 3 of this Circular) to forward the Notice Package to all non-registered shareholders.

The Corporation has elected to utilize Notice and Access because it allows for a reduction in the use of printed paper materials, and is therefore consistent with Brookfield’s philosophy towards sustainability. Additionally, adopting Notice and Access has significantly lowered printing and mailing costs associated with the Corporation’s shareholder meetings.

 

2020 MANAGEMENT INFORMATION CIRCULAR / 1

    

 

 

Registered and non-registered shareholders who have signed up for electronic delivery of this Circular and the Corporation’s Annual Report (which includes management’s discussion and analysis and consolidated financial statements for the fiscal year ended December 31, 2019) (the “Annual Report”) will continue to receive them by email. No shareholders will receive a paper copy of this Circular unless they contact the Corporation at 1-866-989-0311 or enquiries@brookfield.com, in which case the Corporation will mail this Circular within three business days of any request, provided the request is made before the date of the meeting or any adjournment thereof. We must receive your request before 5:00 p.m. EDT on May 29, 2020 to ensure you will receive paper copies in advance of the deadline to submit your vote. If your request is made after the meeting and within one year of this Circular being filed, the Corporation will mail this Circular within 10 calendar days of such request.

Q & A on Voting

What am I voting on?

 

Resolution		Who Votes		Board Recommendation
Election of 1⁄2 of the Directors		Class A Shareholders		FOR each Director Nominee
Election of 1⁄2 of the Directors		Class B Shareholders		FOR each Director Nominee
Appointment of the External Auditor and authorizing Directors to set its remuneration		Class A Shareholders Class B Shareholders		FOR the resolution
Advisory Vote on Executive Compensation		Class A Shareholders		FOR the resolution
Shareholder Proposal One		Class A Shareholders Class B Shareholders		AGAINST the proposal
Shareholder Proposal Two		Class A Shareholders Class B Shareholders		AGAINST the proposal

Who is entitled to vote?

Holders of Class A Shares and holders of Class B Shares as at the close of business on April 29, 2020 are each entitled to one vote per share on the items of business as identified above.

Registered shareholders and duly appointed proxyholders will be able to attend the virtual meeting, submit questions and vote in real time, provided they are connected to the internet, have a control number and follow the instructions in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will not be able to ask questions or vote at the virtual meeting.

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend the virtual meeting) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, AST Trust Company (Canada), after submitting the form of proxy or voting instruction form by calling AST at 1-866-751-6315 (within North America) or (212) 235-5754 (outside North America) no later than 5:00 p.m. (Toronto time) on June 9, 2020 and providing AST with information on your appointee. AST will provide your appointee with a control number which will allow your appointee to log in to and vote at the meeting. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the virtual meeting but will not be able to ask questions or vote.

How do I vote?

Holders of Class A Shares and holders of Class B Shares of the Corporation can vote in one of two ways, as follows:

 

•

by submitting your proxy or voting instruction form prior to the meeting

 

•

during the meeting by online ballot through the live webcast platform

What if I plan to attend the meeting and vote by online ballot?

If you are a registered shareholder or a duly appointed proxyholder, you can attend and vote during the meeting by completing an online ballot through the live webcast platform. Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) can log into the meeting. Guests will be able to listen to the meeting but will not be able to ask questions or vote during the virtual meeting.

 

2 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

In order to attend the virtual meeting, you will need to complete the following steps:

Step 1: Log in online at: https://web.lumiagm.com/194315325

Step 2: Follow these instructions:

Registered shareholders: Click “I have a control number” and then enter your control number and password “bam2020” (case sensitive). The control number located on the form of proxy or in the email notification you received from AST Trust Company (Canada) is your control number. If you use your control number to log in to the meeting, any vote you cast at the meeting will revoke any proxy you previously submitted. If you do not wish revoke a previously submitted proxy, you should not vote during the meeting.

Duly appointed proxyholders: Click “I have a control number” and then enter your control number and password “bam2020” (case sensitive). Proxyholders who have been duly appointed and registered with AST Trust Company (Canada) as described in this Circular will receive a control number by email from AST after the proxy voting deadline has passed.

Guests: Click “Guest” and then complete the online form.

It is your responsibility to ensure internet connectivity for the duration of the meeting and you should allow ample time to log in to the meeting online before it begins.

What if I plan to vote by proxy in advance of the meeting?

You can also vote by proxy up to 48 hours prior to the time of the meeting, as follows:

 

•

to vote by Internet, accessing www.astvotemyproxy.com and following the instructions for electronic voting. You will need your control number;

 

•

sign the form of proxy sent to you and vote or withhold from voting your shares at the meeting and submit your executed proxy via any of the following options:

 

(i)

by mail: in the envelope provided or in one addressed to AST Trust Company (Canada), Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1;

 

(ii)

by fax: to 416-368-2502 or 1-866-781-3111; or

 

(iii)

by email: scan and send the proxy to proxyvote@astfinancial.com.

You can appoint the persons named in the form of proxy or some other person (who need not be a shareholder of the Corporation) to represent you as proxyholder at the meeting by writing the name of this person (or company) in the blank space on the form of proxy. If you wish to appoint a person other than the management nominees identified in the form of proxy, you will need to complete the additional step of registering your proxyholder by calling AST Trust Company (Canada) at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by no later than 5:00 p.m. (Toronto time) on Tuesday, June 9, 2020.

 

•

to vote by telephone, call toll-free at 1-888-489-5760. You will be prompted to provide the control number printed below the preprinted name and address on the form of proxy sent to you. The telephone voting service is not available on the day of the meeting.

If you are a non-registered shareholder and your shares are held in the name of an intermediary such as a bank, trust company, securities dealer, broker or other intermediary (each, an “Intermediary”), to direct the votes of shares beneficially owned, see “If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?” on page 5 of this Circular for voting instructions.

Who is soliciting my proxy?

The proxy is being solicited by management of Brookfield and the associated costs will be borne by Brookfield.

What happens if I sign the proxy sent to me?

Signing the proxy appoints Frank J. McKenna or Brian D. Lawson, each of whom is a director of Brookfield, or another person you have appointed, to vote or withhold from voting your shares at the meeting.

 

2020 MANAGEMENT INFORMATION CIRCULAR / 3

    

 

 

Can I appoint someone other than these directors to vote my shares?

Yes, you may appoint another person or company other than the Brookfield directors named on the form of proxy to be your proxyholder. Write the name of this person (or company) in the blank space on the form of proxy. The person you appoint does not need to be a shareholder. Please make sure that such other person you appoint is attending the meeting and knows he or she has been appointed to vote your shares. You will need to complete the additional step of registering such proxyholder with our transfer agent, AST Trust Company (Canada), after submitting the form of proxy or voting instruction form. See “If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?” on page 5 of this Circular for instructions on registering your proxy with AST. Registered shareholders may not appoint another person or company as proxyholder other than the Brookfield directors named in the form of proxy when voting by telephone.

What do I do with my completed form of proxy?

Return it to AST Trust Company (Canada) in the envelope provided to you by mail, by fax at (416) 368-2502 or 1-866-781-3111 or scan and send by email to proxyvote@astfinancial.com no later than 5:00 p.m. EDT on Wednesday, June 10, 2020, which is two business days before the day of the meeting.

Can I vote by Internet in advance of the meeting?

Yes. If you are a registered shareholder, go to www.astvotemyproxy.com and follow the instructions on this website. You will need your control number (located under your address on the form of proxy) to identify yourself to the system. You must submit your vote by no later than 5:00 p.m. EDT on Wednesday, June 10, 2020, which is two business days before the day of the meeting.

If I change my mind, can I submit another proxy or take back my proxy once I have given it?

Yes. If you are a registered shareholder, you may deliver another properly executed form of proxy with a later date to replace the original proxy in the same way you delivered the original proxy. If you wish to revoke your proxy, prepare a written statement to this effect signed by you (or your attorney as authorized in writing) or, if the shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the corporation. This statement must be delivered to the Corporate Secretary of Brookfield at the address below no later than 5:00 p.m. EDT on the last business day preceding the date of the meeting, Thursday, June 11, 2020, or any adjournment of the meeting, or to the Chair of the Board (the “Chair”) prior to the start of the meeting on Friday, June 12, 2020, or the day of the adjourned meeting. You may also vote during the virtual meeting by submitting an online ballot, which will revoke your previous proxy.

Corporate Secretary

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Fax: (416) 362-9642

If you are a non-registered shareholder, you may revoke a voting instruction form previously given to an Intermediary at any time by written notice to the Intermediary. An Intermediary is not required to act on a revocation of a voting instruction form unless they receive it at least seven calendar days before the meeting. A non-registered shareholder may then submit a revised voting instruction form in accordance with the directions on the form.

How can I request electronic delivery of investor materials?

To opt for electronic distribution of investor materials, complete the request for electronic delivery of materials form enclosed with the Notice Package and return it by mail to AST Trust Company (Canada), P.O. Box 700, Station B, Montreal, Quebec, H3B 3K3; or by fax at (514) 985-8843 or 1-888-249-6189. You can also submit your request online by visiting AST Trust Company (Canada)’s website: https://ca.astfinancial.com/edelivery.

How will my shares be voted if I give my proxy?

The persons named on the form of proxy must vote your shares for or against or withhold from voting, in accordance with your directions, or you can let your proxyholder decide for you. If you specify a choice with respect to any matter to be acted upon, your shares will be voted accordingly. In the absence of voting directions, proxies received by management will be voted in favour of all resolutions and against the shareholder proposals put before shareholders of the meeting. See “Business of the Meeting” on page 7 of this Circular for further information.

 

4 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

What if amendments are made to these matters or if other matters are brought before the meeting?

The persons named on the proxy will have discretionary authority with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the meeting.

As at the date of this Circular, management of Brookfield is not aware of any amendment, variation or other matter expected to come before the meeting. If any other matters properly come before the meeting, the persons named on the form of proxy will vote on them in accordance with their best judgment.

Who counts the votes?

Brookfield’s transfer agent, AST Trust Company (Canada), counts and tabulates the proxies.

How do I contact the transfer agent?

For general shareholder enquiries, you can contact AST Trust Company (Canada) as follows:

 

Mail		Telephone/Fax		Online
AST Trust Company (Canada)		Tel: (416) 682-3860		Email: inquiries@astfinancial.com
P.O. Box 700, Station B		within Canada and the United States toll
Montreal, Quebec H3B 3K3		free at 1-800-387-0825		Website: www.astfinancial.com/ca-en
		Fax: 1-888-249-6189 or (514) 985-8843

If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?

In many cases, Class A Shares that are beneficially owned by a non-registered shareholder are registered either:

 

a.

in the name of an Intermediary or a trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or

 

b.

in the name of a depository such as CDS Clearing and Depository Services Inc. (“CDS”) or the Depository Trust Company (“DTC”), which the Intermediary is a participant of.

Your Intermediary is required to send you a voting instruction form for the number of shares you beneficially own.

Since Brookfield has limited access to the names of its non-registered shareholders, if you attend the virtual meeting, Brookfield may have no record of your shareholdings or of your entitlement to vote unless your Intermediary has appointed you as proxyholder. Therefore, if you wish to vote by online ballot at the meeting, you will need to complete the following steps:

Step 1: insert your name in the space provided on the voting instruction form and return it by following the instructions provided therein.

Step 2: you must complete the additional step of registering yourself (or your appointees other than if your appointees are the management nominees) as the proxyholder by calling AST Trust Company (Canada) at 1-866-751-6315 (within North America) or

1 (212) 235-5754 (outside of North America) by no later than 5:00 p.m. (Toronto time) on Tuesday, June 9, 2020.

Failing to register online as a proxyholder will result in the proxyholder not receiving a control number, which is required to vote at the meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting but will be able to participate as a guest.

A non-registered shareholder who does not wish to attend and vote at the meeting and wishes to vote prior to the meeting must complete and sign the voting instruction form and return it in accordance with the directions on the form.

The Corporation has distributed copies of the Notice Package to CDS and DTC and to Intermediaries for onward distribution to non-registered shareholders. Intermediaries are required to forward the Notice Package to non-registered shareholders.

Non-registered shareholders who have not opted for electronic delivery will receive a voting instruction form to permit them to direct the voting of the shares they beneficially own. Non-registered shareholders should follow the instructions on the forms they receive and contact their Intermediaries promptly if they need assistance.

 

2020 MANAGEMENT INFORMATION CIRCULAR / 5

    

 

 

Principal Holders of Voting Shares

For close to 50 years, executives of the Corporation have held a substantial portion of their Class A Share investment, as well as stewardship of the Class B Shares, in partnership with one another (the “Partnership”). This Partnership, whose members include both current and former senior executives of the Corporation (each, a “Partner” and collectively, the “Partners”), has been and continues to be instrumental in ensuring a stability of ownership that fosters a culture of strong governance and mutual respect, a commitment to collective excellence and achievement, and a focus on long-term value creation for all stakeholders.

We believe that the Partnership significantly enhances orderly management succession and promotes decision-making that is entrepreneurial, aligned with the long-term interests of the Corporation, and collaborative. The financial strength and sustainability of the Partnership is underpinned by a consistent focus on renewal – longstanding members mentoring new generations of leaders and financially supporting their admission as partners. This is a critical component to preserving the Corporation’s culture and vision.

Over several decades, and through economic downturns and financial disruptions, the Partnership has proven itself resolutely focused on the long-term success of the Corporation for the benefit of all stakeholders. This long-term focus is considered critical to the sustainability of the Corporation’s asset management franchise.

The Partners collectively own interests in approximately 320 million Class A Shares in the aggregate (representing approximately 20% of the Class A Shares (on a fully diluted basis)). These economic interests consist primarily of (i) the direct ownership of Class A Shares, as well as indirect ownership (such as Class A Shares that are held through holding companies and by foundations), by the Partners on an individual basis; and (ii) the Partners’ proportionate beneficial interests in Class A Shares held by Partners Limited and Partners Value Investments LP (“PVI”).

Partners Limited is a private corporation (formed in 1995), which is owned by approximately 40 individual Partners. PVI is a publicly listed limited partnership, the common units of which are owned approximately 52% by Partners Limited and approximately 38% by individual Partners; PVI owns approximately 129 million Class A Shares.

In order to further reinforce the long-term stability of ownership of the Class B Shares, a group of longstanding senior leaders of the Partnership have been designated to oversee stewardship of the Class B Shares. Under these arrangements, the Class B Shares are held in a trust (the “Trust”). The beneficial interests in the Trust, and the voting interests in its trustee (the “Trustee”), are held in equal parts by three entities which are owned by Bruce Flatt, Jack Cockwell and jointly by Brian Kingston, Brian Lawson, Cyrus Madon, Sam Pollock and Sachin Shah. The Trustee votes the Class B Shares with no single individual or entity controlling the Trust.

In the event of a fundamental disagreement among the shareholders of the Trustee (and until the disagreement is resolved), three individuals have been granted the authority to govern and direct the actions of the Trustee until the disagreement is resolved. These individuals, none of whom are Partners, are Marcel R. Coutu, Frank J. McKenna and Lord Gus O’Donnell. These individuals are, and their successors are required to be, longstanding and respected business colleagues associated with the Corporation.

Under these arrangements, the Trust will become a party to the Trust Agreement with Montreal Trust Company of Canada (now operating as Computershare Trust Company of Canada) as trustee for the holders of Class A Shares, dated August 1, 1997 (the “1997 Agreement”), as has been the case since creation of the Class B Shares. The 1997 Agreement provides, among other things, that the Trust not sell any Class B Shares, directly or indirectly, pursuant to a takeover bid at a price per share in excess of 115% of the market price of the Class A Shares or as part of a transaction involving purchases made from more than five persons or companies in the aggregate, unless a concurrent offer is made to all holders of Class A Shares.

The concurrent offer must be: (i) for the same percentage of Class A Shares as the percentage of Class B Shares offered to be purchased from the Trust; (ii) at a price per share at least as high as the highest price per share paid pursuant to the takeover bid for the Class B Shares; and (iii) on the same terms in all material respects as the offer for the Class B Shares. These provisions in the 1997 Agreement also apply to any transaction that would be deemed an indirect offer for the Class B Shares under the takeover bid provisions of the Securities Act (Ontario). Additionally, the Trustee, on behalf of the Trust, will agree to prevent any person or company from carrying out a direct or indirect sale of Class B Shares in contravention of the 1997 Agreement.

Implementation of these arrangements is subject to customary consents and regulatory approvals being obtained, following which the Class B Shares will be transferred from Partners Limited to the Trust for consideration per share equal to the then current market price of a Class A Share. To the knowledge of the directors and officers of the Corporation, there are no other persons or corporations that beneficially own, exercise control or direction over, have contractual arrangements such as options to acquire, or otherwise hold voting securities of the Corporation carrying more than 10% of the votes attached to any class of outstanding voting securities of the Corporation.

 

6 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

PART TWO – BUSINESS OF THE MEETING

We will address five items at the meeting:

 

1.

Receiving the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2019, including the external auditor’s report thereon;

 

2.

Electing directors who will serve until the end of the next annual meeting of shareholders;

 

3.

Appointing the external auditor that will serve until the end of the next annual meeting of shareholders and authorizing the directors to set its remuneration;

 

4.

Considering an advisory resolution on the Corporation’s approach to executive compensation; and

 

5.

Considering two shareholder proposals, as more particularly described herein.

We will also consider other business that may properly come before the meeting.

As at the date of this Circular, management is not aware of any changes to these items and does not expect any other items to be brought forward at the meeting. If there are changes or new items, you or your proxyholder can vote your shares on these items as you, he or she sees fit. The persons named on the form of proxy will have discretionary authority with respect to any changes or new items which may properly come before the meeting and will vote on them in accordance with their best judgment.

1.         Receiving the Consolidated Financial Statements

The annual financial statements of the Corporation for the fiscal year ended December 31, 2019 are included in the Annual Report. The Annual Report is available on the Corporation’s website, https://bam.brookfield.com under “Notice and Access 2020” and on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar, and is being mailed to the Corporation’s registered shareholders and non-registered shareholders who have contacted the Corporation to request a paper copy of the Annual Report. Shareholders who have signed up for electronic delivery of the Annual Report will receive it by email.

2.         Election of Directors

The Board is comprised of 16 members, all of whom are to be elected at the meeting. Holders of Class A Shares are entitled, as a class, to elect one-half of the Board, and holders of Class B Shares are entitled, as a class, to elect the other one-half of the Board.

If you own Class A Shares, you can vote on the election of eight directors. The following persons are proposed as nominees for election by the holders of Class A Shares:

 

•  M. Elyse Allan		•  Murilo Ferreira		•  Frank J. McKenna		•  Seek Ngee Huat
•  Angela F. Braly		•  Janice Fukakusa		•  Rafael Miranda		•  Diana L. Taylor

If you own Class B Shares, you can vote on the election of eight directors. The following persons are proposed as nominees for election by the holders of Class B Shares:

 

•  Marcel R. Coutu		•  Howard S. Marks		•  Jeffrey M. Blidner		•  Bruce Flatt
•  Maureen Kempston Darkes		•  Lord O’Donnell		•  Jack L. Cockwell		•  Brian D. Lawson

Majority Voting Policy

The Board has adopted a policy stipulating that, if the total number of shares voted in favour of the election of a director nominee represents less than a majority of the total shares voted and withheld for that director (in each case, not on the cumulative basis described in the section “Cumulative Voting for Directors” on page 8 of this Circular), the nominee will tender his or her resignation immediately after the meeting. Within 90 days of the meeting, the Board will determine whether or not to accept a director’s resignation and will issue a press release announcing the Board’s decision, a copy of which will be provided to the TSX. Absent exceptional circumstances, the Board will accept the resignation. The resignation will be effective when accepted by the Board. If the Board determines not to accept a resignation, the press release will fully state the reasons for that decision. A director who tenders his or her resignation will not participate in a Board meeting at which the resignation is considered. The majority voting policy does not apply in circumstances involving contested director elections.

 

2020 MANAGEMENT INFORMATION CIRCULAR / 7

    

 

 

Cumulative Voting for Directors

The articles of the Corporation provide for cumulative voting in the election of directors. Each shareholder of a class or series of shares of the Corporation entitled to vote for the election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the holder, multiplied by the number of directors to be elected by the shareholder and the holders of shares of the classes or series of shares entitled to vote with the shareholder in the election of directors. The shareholder may cast all of its votes in favour of one candidate or distribute such votes among the candidates in any manner the shareholder sees fit. Where the shareholder has voted for more than one candidate without specifying the distribution of votes among the candidates, the shareholder will be deemed to have distributed its votes equally among the candidates for whom the shareholder voted.

A shareholder who wishes to distribute its votes other than equally among the nominees and who has appointed the management representatives designated on the proxy must do so personally at the virtual meeting or by another proper form of proxy, which can be obtained from the Corporate Secretary of Brookfield.

Voting by Proxy

The management representatives designated on the proxy to be completed by holders of Class A Shares intend to cast the votes represented by such proxy FOR and equally among the proposed nominees for election by the holders of Class A Shares as set forth on pages 9 to 12 of this Circular, unless the shareholder who has given such proxy has directed that such shares be otherwise voted or withheld from voting in the election of directors.

The management representatives designated on the proxy to be completed by the holder of Class B Shares intend to cast the votes represented by such proxy FOR and equally among the proposed nominees for election by the holder of Class B Shares as set forth on pages 13 to 16 of this Circular.

Director Nominees

The Board recommends that the 16 director nominees be elected at the meeting to serve as directors of the Corporation until the next annual meeting of shareholders or until their successors are elected or appointed.

The Board believes that the collective qualifications, skills and experiences of the director nominees allow for Brookfield to continue to maintain a well-functioning Board with a diversity of perspectives. The Board’s view is that, individually and as a whole, the director nominees have the necessary qualifications to be effective at overseeing the business and strategy of the Corporation.

Fourteen of the director nominees were elected as members of the Board at the Annual and Special Meeting of Shareholders held on June 14, 2019 and are standing for re-election. Mr. Howard Marks, a current director of the Corporation appointed by the Board on February 13, 2020, and Ms. Janice Fukakusa are standing for election to the Board for the first time. Mr. Robert Harding resigned from the Board on November 14, 2019 and is not standing for re-election to the Board. In addition, Mr. Timothy Price, a current director, is not standing for re-election to the Board.

We do not expect that any of the director nominees will be unable to serve as a director. If a director nominee tells us before the meeting that he or she will not be able to serve as a director, the management representatives designated on the form of proxy, unless directed to withhold from voting in the election of directors, reserve the right to vote for other director nominees at their discretion.

Each director’s biography contains information about the director, including his or her background and experience, Brookfield shareholdings and other public company board positions held, as at April 27, 2020. Directors’ securities ownership is presented on a post-stock split basis. See “Director Share and DSU Ownership Requirements” on page 45 of this Circular for further information on director share ownership requirements.

 

8 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

The following eight individuals are nominated for election as directors by the holders of the Corporation’s Class A Shares.

 

M. Elyse Allan, C.M. (a) Age: 62 Director since: 2015 (Independent) (b)   Areas of Expertise: CEO experience Governance Government and public policy Growth initiatives Industry sectors – business services, energy, healthcare, industrials, technology

Ms. Allan is the former President and Chief Executive Officer of General Electric Canada Company Inc., a digital industrial company, a position she held from 2004 until June 2018, and a former Vice-President of General Electric Co. She currently serves as vice-chair of the Ontario Health Agency, as a director of MaRS Discovery District, and as Chair of the Board of Advisors at the Tuck School of Business at Dartmouth College. Ms. Allan is a Fellow at the C.D. Howe Institute and serves on its National Advisory Board. She is a former Board member of the Conference Board of Canada and the Business Council of Canada. In 2014, Ms. Allan was appointed Member of the Order of Canada.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Brookfield Asset Management Inc.

2015 – Present

Audit Committee

Risk Management Committee

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

2,700

30,461

2019

2,700

23,723

Change

—

6,738

33,161

Met

Angela F. Braly (a) Age: 58 Director since: 2015 (Independent) (b)   Areas of Expertise: CEO experience Financial expertise Governance Government and public policy Legal expertise Industry sectors – health care, insurance

Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. (“WellPoint”), a health benefits company now known as Anthem, Inc. She was Chair of the Board of WellPoint from 2010 to 2012 and President and Chief Executive Officer and a Board member from 2007 to 2012. Prior to that, Ms. Braly served as Executive Vice President, General Counsel and Chief Public Affairs Officer of WellPoint and President and Chief Executive Officer of Blue Cross Blue Shield of Missouri.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Exxon Mobil Corporation

2016 – Present

Audit Committee

Brookfield Asset Management Inc.

2015 – Present

Lowe’s Companies, Inc.

2013 – Present

The Procter and Gamble Company

2009 – Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

—

38,082

2019

—

30,792

38,082

Met

Change

—

7,290

 

2020 MANAGEMENT INFORMATION CIRCULAR / 9

    

 

 

Murilo Ferreira (a) Age: 66 Director since: 2017 (Independent) (b)   Areas of Expertise: CEO experience Financial expertise International experience Industry sectors – metals and mining

Mr. Ferreira is a Brazilian business executive who is the former Chief Executive Officer of Vale S.A. (“Vale”), a Brazilian multinational corporation engaged in metals and mining and the largest producer of iron ore and nickel in the world. Mr. Ferreira held this position from 2011 to 2017. Mr. Ferreira began his professional career at Vale in 1977 and was formerly the Chief Executive Officer of Vale Inco, Vale’s Canadian operations.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Brookfield Asset Management Inc.

2017 – Present

Risk Management Committee

Petroleo Brasileiro SA

2015 – 2016

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

—

19,845

19,845

June 16, 2022

2019

—

13,095

Change

—

6,750

Janice Fukakusa F.C.P.A., F.C.A. (a) Age: 65 New Director Nominee (Independent) (b)   Areas of Expertise: CFO experience Financial expertise Risk management Industry sectors – banking, financial services, infrastructure

Ms. Fukakusa, is the former Chief Administrative Officer and Chief Financial Officer of Royal Bank of Canada (“RBC”), positions she held for approximately 10 years. She was appointed Chief Financial Officer in 2004 and then became Chief Administrative Officer and Chief Financial Officer in 2009. In addition to her roles as Chief Administrative Officer and Chief Financial Officer, Ms. Fukakusa served in various other senior positions during her over 30-year tenure with RBC, including within the retail and business banking, corporate banking and corporate finance functions. She currently serves as the Board Chair for The Princess Margaret Cancer Foundation, and Japanese Canadian Cultural Center Foundation, and is past founding Chair of Canadian Infrastructure Bank, a Crown Corporation. In addition, she is currently the Chancellor of Ryerson University.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

N/A

Cineplex Inc.

2017 – Present

Loblaw Companies Limited

2019 – Present

GGP Inc.

2017 – 2018

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

10,000

—

10,000

June 12, 2025

2019

—

—

Change

10,000

—

 

10 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

Frank J. McKenna, P.C., O.C., O.N.B. (a) Age: 72 Director since: 2006 (Independent) (b)   Areas of Expertise: Governance Government and public policy International experience Legal expertise Industry sectors – energy, financial services, manufacturing, power, real estate

Mr. McKenna is Chair of the Board of the Corporation, a position he has held since August 2010. Mr. McKenna is also a Deputy Chair of TD Bank Group, a financial institution, a position he has held since 2006 and currently serves as Chair of the compensation committee for Canadian Natural Resources Limited’s Board of Directors. Mr. McKenna is a former Ambassador of Canada to the U.S.A. and was elected as Premier of the Province of New Brunswick from 1987 until 1997.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board, Chair

Brookfield Asset Management Inc.

2006 – Present

Governance and Nominating Committee, Chair

Canadian Natural Resources Limited

2006 – Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

—

279,896

2019

—

261,132

279,896

Met

Change

—

18,764

Rafael Miranda (a) Age: 70 Director since: 2017 (Independent) (b)   Areas of Expertise: CEO experience Financial expertise Governance Government and public policy Growth Initiatives International experience Industry sectors – industrials, infrastructure, power

Mr. Miranda is the retired Chief Executive Officer of Endesa, S.A., the largest electric utility company in Spain, where he served as Managing Director and as Chief Executive Officer from 1987 to 1997 and 2009, respectively. Mr. Miranda is Honorary Chairman of Eurelectric, the European Electricity Association, and serves as the Chairman of the Board of Directors of Acerinox, S.A., a Spanish stainless steel manufacturing conglomerate. Mr. Miranda previously served on the Board of Directors of Brookfield Infrastructure Partners L.P. from 2013 to 2017.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Brookfield Asset Management Inc.

2017 – Present

Audit Committee

Nicolas Correa S.A.

2017 – Present

Acerinox, S.A.

2014 – Present

Hispania Activos Inmobiliarios, S.A.

2014 – 2019

Brookfield Infrastructure Partners L.P.

2013 – 2017

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

—

19,845

2019

—

13,095

19,845

June 16, 2022

Change

—

6,750

 

2020 MANAGEMENT INFORMATION CIRCULAR / 11

    

 

 

Seek Ngee Huat (a) Age: 70 Director since: 2012 (Independent) (b)

N.H. Seek was formerly President of GIC Real Estate Pte Ltd. and a Board member of GIC Pte Ltd. He was the Chairman of Global Logistic Properties Ltd. until its privatisation in January 2018, and since September 2018 has served as Chairman of GLP IM Holdings Limited. He is currently Chairman of the National University of Singapore Institute of Real Estate and Urban Studies and Practice Professor, a Senior Advisor to Frasers Property Ltd. and the Canada Pension Plan Investment Board and an Advisory Board Member of the Centre of Liveable Cities, Singapore.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

VCredit Holdings Limited

2018 – Present

Governance and Nominating Committee

Brookfield Asset Management Inc.

2012 – Present

Global Logistic Properties Ltd.

2010 – 2018

Areas of Expertise: Financial expertise Governance Growth initiatives Management development International experience Industry sectors – real estate, investment management

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares     and DSUs

Date at which Share   Ownership Guideline is   to be Met (e)

2020

30,000

59,553

2019

15,000

52,283

89,553

Met

Change

15,000

7,270

 

Diana L. Taylor (a) (k) Age: 65 Director since: 2012 (Independent) (b)

Ms. Taylor has worked in private equity with Wolfensohn & Co. and Solera Capital LLC. She previously served as the Superintendent of Banks for the State of New York, Deputy Secretary to the Governor of New York and Chief Financial Officer for the Long Island Power Authority.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Brookfield Asset Management Inc.

2012 – Present

Governance and Nominating Committee

Citigroup Inc.

2009 – Present

Management Resources and Compensation Committee, Chair

Sotheby’s

2007 – 2019

Areas of Expertise: Financial expertise Governance Government and public policy Growth initiatives Industry sectors – real estate

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares     and DSUs

Date at which Share   Ownership Guideline is   to be Met (e)

2020

—

63,693

2019

—

56,367

63,693

Met

Change

—

7,326

 

12 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

The following eight individuals are nominated for election as directors by the holders of the Corporation’s Class B Shares.

 

Marcel R. Coutu (a) Age: 66 Director since: 2006 (Independent) (b)   Areas of Expertise: CEO experience Financial expertise Government and public policy Growth initiatives Industry sectors – energy, finance, oil and gas, power

Mr. Coutu is the past Chairman of Syncrude Canada Ltd., an integrated oil sands project, and a former President and Chief Executive Officer of Canadian Oil Sands Limited, the largest investor in the Syncrude Joint Venture. In addition to various other public board memberships, Mr. Coutu is currently a director of the Calgary Exhibition & Stampede Board.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Enbridge Inc.

2014 – Present

Audit Committee, Chair

IGM Financial Inc.

2014 – Present

Management Resources and Compensation Committee

Power Corporation of Canada

2011 – Present

The Great-West Lifeco Inc.

2007 – Present

Brookfield Asset Management Inc.

2006 – Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

119,595

88,280

2019

104,595

79,574

207,875

Met

Change

15,000

8,706

Maureen Kempston Darkes, O.C., O.Ont.(a) Age: 71 Director since: 2008 (Independent) (b)   Areas of Expertise: CEO experience Governance Government and public policy Growth initiatives International experience Legal expertise Industry sectors – automotive manufacturing, oil and gas, power, rail

Ms. Kempston Darkes is the retired Group Vice-President and President, Latin America, Africa and Middle East of General Motors Corporation, a motor vehicle manufacturer. She was appointed to the Government of Canada’s Science, Technology & Innovation Council in 2013. In 2000, Ms. Kempston Darkes was appointed an Officer of the Order of Canada.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Enbridge Inc.

2010 – Present

Management Resources and Compensation Committee

Brookfield Asset Management Inc.

2008 – Present

Risk Management Committee, Chair

Canadian National Railway Company

1995 – Present

Schlumberger Limited

2014 – 2019

Balfour Beatty plc

2012 – 2017

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

—

88,691

2019

—

84,282

88,691

Met

Change

—

4,409

 

2020 MANAGEMENT INFORMATION CIRCULAR / 13

    

 

 

Howard S. Marks (a) Age: 74 Director since: 2020 (Affiliated) (c)   Areas of Expertise: CEO experience Growth initiatives Financial expertise Industry sectors – private equity, real estate, investment management

Mr. Marks is the Co-Chairman of Oaktree Capital Group, a global alternative asset manager with a diversified mix of opportunistic, value-oriented, and risk-controlled investments across credit and other investment offerings. Since the formation of Oaktree in 1995, Mr. Marks has been responsible for ensuring the firm’s adherence to its core investment philosophy; communicating closely with clients concerning products and strategies; and contributing his experience to big-picture decisions relating to investments and corporate direction. Mr. Marks also serves as Trustee and Chairman of the Investment Committee at the Metropolitan Museum of Art. He is a member of the Investment Committee of the Royal Drawing School and is a Professor of Practice at King’s Business School. He serves on the Shanghai International Financial Advisory Council and the Advisory Board of Duke Kunshan University.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Brookfield Asset Management Inc.   Oaktree Capital Management

2020 – Present   1995 – Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

1,660,523

966

2019

—

—

1,661,489

February 13, 2025

Change

1,660,523

966

Lord O’Donnell (a) Age: 67 Director since: 2013 (Affiliated) (c)   Areas of Expertise: Financial expertise Governance Government and public policy International experience Industry sectors – financial services

Lord O’Donnell is currently the Chairman of Frontier Economics Ltd., a microeconomics consultancy, and a senior advisor to the Corporation in Europe. He served as the Cabinet Secretary and head of the British Civil Service between 2005 and 2011. Prior to this, Lord O’Donnell served as the Permanent Secretary of the UK Treasury from 2002 to 2005 and Chair of Public Interest Board of PwC (UK) from 2015 to 2019. Lord O’Donnell became a member of the House of Lords in 2012.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Brookfield Asset Management Inc.

2013 – Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

71,503

54,116

2019

50,956

46,917

125,619

Met

Change

20,547

7,199

 

14 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

Jeffrey M. Blidner (a) Age: 72 Director since: 2013 (Affiliated and Management) (c) (d)   Areas of Expertise: Growth initiatives Governance Legal expertise International experience Strategic planning acumen Industry sectors – infrastructure, power, private equity, property

Mr. Blidner is Vice Chair of the Corporation. Mr. Blidner is also the Chair of Brookfield Business Partners L.P. and Brookfield Renewable Partners L.P. Before joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Brookfield Infrastructure Corporation

2020 – Present

Brookfield Property REIT Inc.

2018 – Present

Brookfield Business Partners L.P.

2016 – Present

Brookfield Asset Management Inc.

2013 – Present

Brookfield Property Partners L.P.

2013 – Present

Brookfield Renewable Partners L.P.

2011 – Present

Brookfield Infrastructure Partners L.P.

2008 – Present

Rouse Properties, Inc.

2012 – 2016

Number of Class A Shares, Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares (f) (g)

DSUs, RSUs

Total Number of Shares, DSUs and RSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

11,383,754

3,254,882

2019

11,305,882

3,680,229

14,638,636

Met

Change

77,872

(425,347)

Jack L. Cockwell, C.M. (a) (l) Age: 79 Director since: 1979 (Affiliated) (c)   Areas of Expertise: CEO experience Growth initiatives Financial expertise Strategy planning acumen Industry sectors – forestry and mining, infrastructure, power, property

Mr. Cockwell is Chairman of Brookfield Partners Foundation, was one of the founders of Partners Limited in 1995, and has been associated with the Corporation in numerous capacities including as Chief Executive Officer, since 1968. Mr. Cockwell is a Heritage Governor of the Royal Ontario Museum, Chair of the Ryerson University Real Estate Advisory Committee, and a member of its Board of Governors. He also serves on the board of Clarios International L.P. (Brookfield affiliate) since June 2019.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Norbord Inc.

1987 – Present

Brookfield Asset Management Inc.

1979 – Present

Teck Resources Limited

2009 – 2017

Number of Class A Shares, Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares (f) (h)

DSUs, RSUs

Total Number of Shares, DSUs, RSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

36,043,675

2,691,059

2019

39,361,695

2,676,683

38,734,734

Met

Change

(3,318,020)

14,376

 

2020 MANAGEMENT INFORMATION CIRCULAR / 15

    

 

 

Bruce Flatt (a) Age: 54 Director since: 2001 (Affiliated and Management) (c) (d)   Areas of Expertise: CEO experience Financial expertise Industry sectors – infrastructure, power, private equity, property

Mr. Flatt is the Chief Executive Officer of the Corporation. Mr. Flatt joined the Corporation in 1990 and became Chief Executive Officer in 2002. Mr. Flatt has been on numerous public company boards over the past three decades and does not currently sit on any external corporate boards.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Brookfield Asset Management Inc.

2001 – Present

GGP Inc.

2010 – 2018

Number of Class A Shares, Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares (f) (i)

DSUs, RSUs

Total Number of Shares, DSUs, RSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

59,888,716

3,942,752

2019

60,055,158

3,923,986

63,831,468

Met

Change

(166,442)

18,766

Brian D. Lawson (a) Age: 60 Director since: 2018 (Affiliated and Management) (c) (d)   Areas of Expertise: Risk management Financial expertise Growth initiatives Industry sectors – infrastructure, power, private equity, property

Mr. Lawson is Vice Chair of the Corporation and in this role provides guidance and advice on the Corporation’s finance and risk management activities. On behalf of the Corporation, Mr. Lawson serves as the Chair of the Board of Directors of TerraForm Power, Inc., a U.S.-based solar and wind power company. Mr. Lawson is a member of the Governing Council of the University of Toronto. Mr. Lawson joined Brookfield in 1988 and held a number of senior management positions in Brookfield’s investment and finance operations including as Chief Financial Officer of the Corporation from 2002 to 2020.

Brookfield Board/Committee Membership

Public Board Membership During Last Five Years

Board

Brookfield Asset Management Inc.

2018 – Present

TerraForm Power, Inc.

2017 – Present

Partners Value Investments LP

2016 – Present

Partners Value Split Corp.

2001 – Present

Global Resource Champions Split Corp.

2018 – 2020

Number of Class A Shares, Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares (f) (j)

DSUs, RSUs

Total Number of Shares, DSUs, RSUs

Date at which Share Ownership Guideline is to be Met (e)

2020

16,274,585

3,759,414

2019

16,618,405

3,729,792

20,033,999

Met

Change

(343,820)

29,622

 

16 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

Note:

 

(a)

Elyse Allan, Jeffrey Blidner, Jack Cockwell, Janice Fukakusa and Brian Lawson principally live in Ontario, Canada. Angela Braly principally lives in Indiana, U.S.A. Murilo Ferreira principally lives in Rio de Janeiro, Brazil. Frank McKenna principally lives in Ontario, Canada and New Brunswick, Canada. Rafael Miranda principally lives in Madrid, Spain. Seek Ngee Huat principally lives in Singapore. Diana Taylor and Howard Marks principally live in New York, U.S.A. Bruce Flatt principally lives in London, United Kingdom and New York, U.S.A. Marcel Coutu principally lives in Alberta, Canada. Maureen Kempston Darkes principally lives in Florida, U.S.A. and Ontario, Canada. Lord O’Donnell principally lives in London, United Kingdom.

(b)	“Independent” refers to the Board’s determination of whether a director nominee is “independent” under Section 1.2 of National Instrument 58-101 — Disclosure of Corporate Governance Practices.

(c)

“Affiliated” refers to a director nominee who (i) owns greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) or (ii) within the last two years has directly or indirectly (a) been an officer of or employed by the Corporation or any of its affiliates, (b) performed more than a de minimis amount of services for the Corporation or any of its affiliates, or (c) had any material business or professional relationship with the Corporation other than as a director of the Corporation. “De minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in the Corporation to themselves and to the Corporation.

(d)

“Management” refers to director nominees who are current members of management of the Corporation. Mr. Flatt is the Chief Executive Officer of the Corporation, Mr. Lawson and Mr. Blidner are Vice Chairs of the Corporation. Messrs. Blidner, Flatt and Lawson will not receive compensation in their capacity as directors of the Corporation in 2019 (see “Director Compensation” on page 43 of this Circular). All director nominees who are also current members of management are, by definition, “Affiliated.”

(e)

The Share Ownership Guideline for directors is to hold Class A Shares, DSUs (as defined on page 27 of this Circular) or Restricted Shares (as defined on page 54 of this Circular) with a value equal to three times their annual director’s retainer. See “Director Share and DSU Ownership Requirements” on page 45 of this Circular for further information. The value of three times the annual retainer for each non-management director and for the Chair is $600,000 and $1,500,000, respectively. As of April 27, 2020, the number of units required to satisfy the non-management director and Chair Share Ownership Guideline is 27,489 and 68,723, respectively (calculated by dividing the respective Share Ownership Guideline expressed in dollar value by the price of Class A Shares on the NYSE as at the close of market on April 27, 2020). Messrs. Flatt, Lawson and Blidner each hold Class A Shares, DSUs or Restricted Shares with a value equal to more than five times their annual base salary (“Base Salary’’). The value of five times the Base Salary for Messrs. Flatt, Lawson and Blidner is $3.75 million, $2.26 million and $2.26 million, respectively, converted at the average exchange rate for 2019 of C$1.00 = US$0.7538. As of April 27, 2020, the number of units required to equal five times the Base Salary for Messrs. Flatt, Lawson, and Blidner is 171,809, 103,544 and 103,544 respectively (calculated by dividing the amount that is 5x the individual’s Base Salary by the price of Class A Shares on the NYSE as at the close of market on April 27, 2020). See “Share Ownership Guidelines” on page 56 of this Circular for further information.

(f)

The figures in this column include (i) the director’s Class A Shares, held directly and indirectly, including under the Restricted Stock Plan; (ii) the director’s pro rata interests in Class A Shares held by Partners Limited and PVI (on a consolidated basis); and (iii) the director’s Escrowed Shares (as defined on page 54 of this Circular), which also represent an indirect pro rata interest in Class A Shares. The value of these indirect pro rata interests is impacted by a number of factors including the terms of their ownership, the capital structure of each company, the value of the Class A Shares held by each company and their net liabilities and preferred share obligations. (See “Principal Holders of Voting Shares” on page 6 of this Circular for further information on Partners Limited and PVI and “The Escrowed Stock Plan” on page 67 of this Circular for further information on Escrowed Shares). Partners Limited also owns 85,120 Class B Shares, but any indirect pro rata interest in those shares has been disregarded as de minimis.

(g)

Mr. Blidner holds 3,195,341 Class A Shares directly and indirectly as of the date of this Circular, and held 3,077,292 Class A Shares directly and indirectly as of the date of last year’s Circular, which in each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (f).

(h)

Mr. Cockwell holds 19,026,871 Class A Shares directly and indirectly as of the date of this Circular, and held 22,305,346 Class A Shares directly and indirectly as of the date of last year’s Circular, which in each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (f).

(i)

Mr. Flatt holds 10,923,969 Class A Shares directly and indirectly as of the date of this Circular, and held 11,272,984 Class A Shares directly and indirectly as of the date of last year’s Circular, which in each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (f).

(j)

Mr. Lawson holds 3,926,269 Class A Shares directly and indirectly as of the date of this Circular, and held 4,376,269 Class A Shares directly and indirectly as of the date of last year’s Circular, which in each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (f).

(k)	Ms. Taylor served as Vice Chair of Solera Capital LLC when its subsidiary, Calypso St. Barth, filed for bankruptcy protection under Chapter 7 of the United States Bankruptcy Code on November 29, 2017.

(l)

Mr. Cockwell was a director of Fraser Papers Inc. (“Fraser”) until April 2009. Fraser voluntarily applied and obtained an order for creditor protection under the Companies’ Creditors Arrangement Act (Canada) in June 2009, and on February 10, 2011, an Ontario court sanctioned an amended plan of compromise and arrangement under that statute that provided for, among other things, the sale of most of Fraser’s remaining property and the making of distributions to Fraser’s creditors.

 

2020 MANAGEMENT INFORMATION CIRCULAR / 17

    

 

 

Summary of 2019 Nominees for Director

The following summarizes the qualifications of the 2020 director nominees that led the Board to conclude that each director nominee is qualified to serve on the Board.

 

ALL DIRECTOR NOMINEES EXHIBIT:   •  High personal and professional integrity and ethics   •  A commitment to sustainability and social issues   •  A proven record of success		•  An inquisitive and objective perspective   •  Experience relevant to Brookfield’s global activities   •  An appreciation of the value of good corporate governance

The Board is comprised of 16 directors, which the Corporation considers an appropriate number given the diversity of its operations and the need for a variety of experiences and backgrounds to effectively oversee the governance of the Corporation and provide strategic advice to management. The Corporation reviews the expertise of incumbent and proposed directors in numerous areas, including those listed in the chart below.

 

Leadership

Environmental,

Corporate

of a Large /

Social and

Class A Director

Business

Strategy /

Complex

Risk

Legal &

Governance

Nominees

Development

M&A

Organization

Management

Regulatory

Matters

Industry Experience

M. Elyse Allan

✓

✓

✓

✓

manufacturing, healthcare, and energy

Angela F. Braly

✓

✓

✓

healthcare and insurance

Murilo Ferreira

✓

✓

✓

alumina refinery, aluminum smelter and mining (iron ore, bauxite, copper, nickel)

Janice Fukakusa

✓

✓

✓

✓

✓

banking, financial services, infrastructure

Frank J. McKenna

✓

✓

✓

banking, government, manufacturing, oil & gas, pipelines, retail and service

Rafael Miranda

✓

✓

✓

✓

✓

industrial companies such as stainless steel, paper, batteries, etc., infrastructure and power

Seek Ngee Huat

✓

✓

✓

✓

real estate, investment management

Diana L. Taylor

✓

✓

real estate, government and regulatory

 

Leadership

Environmental,

Corporate

of a Large /

Social and

Class B Director

Business

Strategy /

Complex

Risk

Legal &

Governance

Nominees

Development

M&A

Organization

Management

Regulatory

Matters

Industry Experience

Jeffrey M. Blidner

✓

✓

✓

✓

✓

infrastructure, power, private equity, property

Jack L. Cockwell

✓

✓

✓

✓

✓

forestry and mining, infrastructure, power, property

Marcel R. Coutu

✓

✓

✓

✓

✓

mining and oil & gas

Maureen Kempston Darkes

✓

✓

✓

✓

✓

✓

automotive manufacturing, oil & gas, power and rail

Bruce Flatt

✓

✓

✓

✓

✓

infrastructure, power, private equity, property

Brian D. Lawson

✓

✓

✓

infrastructure, power, private equity, property

Howard S. Marks

✓

✓

✓

private equity and real estate

Lord O’Donnell

✓

✓

✓

government and regulatory

 

18 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

Director Ownership in Publicly Traded Subsidiaries

Below is a description of the securities in publicly traded subsidiaries (the “Publicly Traded Subsidiaries”) of the Corporation beneficially owned, directly or indirectly, or controlled by each director nominee. Director nominees who do not beneficially own, directly or indirectly, or control any securities in our Publicly Traded Subsidiaries have been excluded from the description below.

 

Class A Director		No. of Securities
Nominees						Brookfield
		Brookfield Business		Brookfield Infrastructure		Infrastructure		Brookfield Property		Brookfield Renewable
		Partners L.P.		Partners L.P.		Corporation (a)		Partners L.P.		Partners L.P.
Murilo Ferreira		9,330 LP Units
Janice Fukakusa								2,609 LP Units (b)
Frank J. McKenna				6,000 LP Units		666 Shares		10,000 LP Units		8,895 LP Units
Rafael Miranda				11,145 LP Units		1,238 Shares
Seek Ngee Huat		200 LP Units
Diana L. Taylor								1,000 LP Units 42,942 Deferred Units
Class B Director		No. of Securities
Nominees						Brookfield
		Brookfield Business		Brookfield Infrastructure		Infrastructure		Brookfield Property		Brookfield Renewable
		Partners L.P.		Partners L.P.		Corporation (a)		Partners L.P.		Partners L.P.
Jeffrey M. Blidner		35,189 LP Units		9,549 LP Units		1,060 Shares		50,316 LP Units
Jack L. Cockwell		225,804 LP Units		104,044 LP Units		11,560 Shares		657,196 LP Units 332,910 RE LP Units (c)
Marcel R. Coutu		1,394 LP Units		1,755 LP Units		194 Shares		26,800 LP Units
Bruce Flatt		224,402 LP Units		192,489 LP Units		21,387 Shares		545,785 LP Units 118,310 Deferred Units		10,000 LP Units
Brian D. Lawson		92,414 LP Units		19,586 LP Units				107,234 LP Units		3,700 LP Units

 

(a)

Brookfield Infrastructure Corporation (“BIPC”) is a Canadian corporation. Class A exchangeable subordinate voting shares of BIPC (“BIPC Class A Shares”) are structured to provide an economic return equivalent to units in Brookfield Infrastructure Partners L.P. (“BIP LP”) through a traditional corporate structure. Each BIPC Class A Share has the same distribution as a BIP LP unit and is exchangeable for one BIP LP unit.

(b)

The 2,609 LP Units held by Ms. Fukakusa are shares of Brookfield Property REIT (“BPYU”) which are exchangeable for BPY LP Units of Brookfield Property Partners L.P. (“BPY LP”). BPYU is a subsidiary of BPY LP. Shares in BPYU are intended to offer investors the economic equivalence to BPY LP units but in the form of a U.S. REIT security. Each BPYU share has the same distribution as a BPY LP unit and is exchangeable for one BPY LP unit.

(c)	Redeemable/exchangeable operating partnership units that are economically equivalent to limited partnership units of Brookfield Property Partners L.P.

 

2020 MANAGEMENT INFORMATION CIRCULAR /19

    

 

 

2019 Director Attendance

We believe the Board cannot be effective unless it governs actively. We expect our directors to attend all Board meetings and all of their respective committee meetings. Directors may participate by video or teleconference if they are unable to attend in person. The table below shows the number of Board and committee meetings each director attended in 2019. All director nominees standing for re-election attended at least 75% of the Board meetings in 2019, with 10 of those director nominees attending every Board meeting. The Board and its committees meet in camera without management present at all meetings, including those held by teleconference.

 

Class A Directors (a)		Independent		All				Board		Audit Committee		Governance and Nominating Committee		Management Resources and Compensation Committee		Risk Management Committee
M. Elyse Allan		yes		19 of 20		95%		8 of 9		7 of 7		—		—		4 of 4
Angela F. Braly		yes		15 of 16		94%		9 of 9		6 of 7		—		—		—
Murilo Ferreira		yes		13 of 13		100%		9 of 9								4 of 4
Frank J. McKenna		yes		12 of 12		100%		9 of 9		—		3 of 3		—		—
Rafael Miranda		yes		16 of 16		100%		9 of 9		7 of 7		—		—		—
Seek Ngee Huat		yes		12 of 12		100%		9 of 9		—		3 of 3		—		—
Diana L. Taylor		yes		14 of 15		93%		8 of 9		—		3 of 3		3 of 3		—
Class B Directors (b)		Independent		All				Board		Audit Committee		Governance and Nominating Committee		Management Resources and Compensation Committee		Risk Management Committee
Jeffrey M. Blidner		no		9 of 9		100%		9 of 9		—		—		—		—
Jack L. Cockwell		no		8 of 9		89%		8 of 9		—		—		—		—
Marcel R. Coutu		yes		18 of 19		95%		9 of 9		6 of 7		—		3 of 3		—
Maureen Kempston Darkes		yes		15 of 16		94%		8 of 9		—		—		3 of 3		4 of 4
Bruce Flatt		no		9 of 9		100%		9 of 9		—		—		—		—
Robert J. Harding (c)		no		8 of 8		100%		8 of 8		—		—		—		—
Brian D. Lawson		no		9 of 9		100%		9 of 9		—		—		—		—
Lord O’Donnell		no		9 of 9		100%		9 of 9		—		—		—		—
Timothy R. Price (d)(e)		no		5 of 5		100%		5 of 5		—		—		—		—

(a) Ms. Fukakusa is a new director nominee for the June 12, 2020 meeting and did not attend any board meetings in 2019.

(b) Mr. Marks was appointed to the Board on February 13, 2020 and did not attend any Board meetings in 2019 as a director of the Board.

(c) Mr. Harding retired from the Board on November 14, 2019.

(d) Mr. Price was first elected as a director on June 14, 2019 and therefore he was only eligible to attend five meetings of the Board in 2019.

(e) Mr. Price is not standing for re-election at the meeting on June 12, 2020.

 

20 / BROOKFIELD ASSET MANAGEMENT INC.

    

 

 

2019 Director Voting Results

Below are the results of the vote of holders of Class A Shares for the election of directors at the Corporation’s Annual and Special Meeting of Shareholders held on June 14, 2019.

 

Director Nominee		Votes For		%				Votes Withheld		%
M. Elyse Allan		731,503,129			99.60			2,926,448			0.40
Angela F. Braly		730,750,957			99.50			3,678,620			0.50
Murilo Ferreira		731,503,415			99.60			2,926,162			0.40
Maureen Kempston Darkes		725,867,696			98.83			8,561,881			1.17
Frank J. McKenna		693,068,245			94.37			41,361,332			5.63
Rafael Miranda		718,724,508			97.86			15,705,069			2.14
Seek Ngee Huat		731,230,834			99.56			3,198,743			0.44
Diana L. Taylor		712,115,709			96.96			22,313,868			3.04

At the June 14, 2019 meeting of shareholders, the holder of Class B Shares voted all 85,120 Class B Shares for each of the eight directors nominated for election by this shareholder class, namely Jeffrey M. Blidner, Jack L. Cockwell, Marcel R. Coutu, Bruce Flatt, Robert J. Harding, Brian D. Lawson, Lord O’Donnell and Timothy R. Price.

 

3.	Appointment of External Auditor

On recommendation of the Audit Committee, the Board proposes the reappointment of Deloitte LLP as the external auditor of the Corporation. Deloitte LLP, including the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates (collectively, “Deloitte”), is the principal external auditor of the Corporation and its Publicly Traded Subsidiaries (other than Brookfield Renewable Partners L.P.). Deloitte has served as the external auditor of the Corporation since 1981. The appointment of the external auditor must be approved by a majority of the votes cast by holders of Class A Shares who vote in respect of the resolution, and by the holder of Class B Shares, each voting as a separate class.

On any ballot that may be called for in the appointment of the external auditor, the management representatives designated on the form of proxy intend to vote such shares FOR reappointing Deloitte LLP, an Independent Registered Public Accounting Firm, as the external auditor, and authorizing the directors to set the remuneration to be paid to the external auditor, unless the shareholder has specified on the form of proxy that the shares represented by such proxy are to be withheld from voting in relation to the appointment of the external auditor.

Principal Accounting Firm Fees

Aggregate fees billed to the Corporation and its subsidiaries for the fiscal year ended December 31, 2019 by Deloitte amounted to approximately $82.1 million, of which $78.9 million represented audit and audit-related fees. Fees reported for a particular year include differences between actual and planned amounts from the prior year, if applicable.

From time to time, Deloitte also provides consultative and other non-audit services to the Corporation, its subsidiaries and affiliates pursuant to an Audit and Non-Audit Services Pre-Approval Policy (the “Audit Policy”). The Audit Policy governs the provision of audit and non-audit services by the external auditor and is annually reviewed by the Audit Committee. The Audit Policy provides for the Audit Committee’s pre-approval of permitted audit, audit-related, tax and other non-audit services. It also specifies a number of services the provision of which is not permitted by the external auditor, including the use of the external auditor for the preparation of financial information, system design and implementation assignments.

The following table sets forth further information on the fees billed by Deloitte to the Corporation and its subsidiaries on a consolidated basis for the fiscal years ended December 31, 2019 and December 31, 2018.

 

		2019										2018
						Subsidiaries										Subsidiaries
$ millions		Brookfield				of Brookfield		Total				Brookfield				of Brookfield		Total
Audit			2.3			35.5		37.8					2.1			30.6		32.7
Audit-related			—			41.1		41.1					—			36.9		36.9
Tax			—			2.1		2.1					—			1.9		1.9
All other fees			—			1.1		1.1					—			1.0		1.0
Total fees			2.3			79.8		82.1					2.1			70.4		72.5

 

2020 MANAGEMENT INFORMATION CIRCULAR / 21

    

 

 

Audit fees include fees for services that would normally be provided by the external auditor in connection with statutory and regulatory filings or engagements, including fees for services necessary to perform an audit or review in accordance with generally accepted auditing standards. This category also includes services that generally only the external auditor reasonably can provide, including comfort letters, statutory audits, attest services, consents and assistance with and review of certain documents filed with securities regulatory authorities.

Audit-related fees are for assurance and related services, such as due diligence services, that traditionally are performed by the external auditor. More specifically, these services include, among other things: employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, attest services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.

Tax fees are principally for assistance in tax return preparation and tax advisory services. All other fees include fees for translation, litigation and advisory support services.

The Audit Committee has received representations from Deloitte regarding its independence and has considered the relations described above in arriving at its determination that Deloitte is independent of the Corporation.

 

4.	Advisory Resolution on Approach to Executive Compensation

The Corporation believes that its compensation objectives and approach to executive compensation appropriately align the interests of management with the long-term interests of shareholders. Details of the Corporation’s approach to executive compensation is disclosed in the “Compensation Discussion and Analysis” beginning on page 46 of this Circular.

The Corporation has a policy providing that holders of Class A Shares have the opportunity to cast an advisory vote on the Corporation’s approach to executive compensation on an annual basis. This policy reflects the Corporation’s ongoing efforts to meet its objectives and ensure a high level of shareholder engagement.

The Board, with Messrs. Blidner, Lawson and Flatt abstaining, unanimously recommends that holders of Class A Shares vote in favour of the following advisory resolution (the “Say on Pay Resolution”):

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board, that the holders of Class A Limited Voting Shares accept the approach to executive compensation disclosed in this Circular.

On any ballot that may be called for on the Say on Pay Resolution, the management representatives designated on the form of proxy intend to cast the votes to which the shares represented by such proxy are entitled FOR the Say on Pay Resolution, unless the shareholder has specified in the form of proxy that the shares represented by such proxy are to be voted against the Say on Pay Resolution.

2019 Results of the Advisory Resolution on the Corporation’s Approach to Executive Compensation

Below are the results of the vote of holders of Class A Shares on the advisory resolution on the Corporation’s Approach to Executive Compensation at the Annual and Special Meeting of Shareholders held on June 14, 2019.

 

Votes For			%			Votes Against			%
667,627,372		90.90				66,801,398		9.10

 

Advisory Vote

The Say on Pay Resolution is an advisory vote and, accordingly, the results are not binding upon the Board. However, the Board and the Management Resources and Compensation Committee (“Compensation Committee”) of the Board will take the results of the vote into account when considering future compensation policies, procedures and decisions. The Board welcomes comments and questions on the Corporation’s executive compensation practices. Shareholders who wish to contact the Chair or other Board members can do so through the Corporate Secretary of the Corporation.

 

22 / BROOKFIELD ASSET MANAGEMENT INC.