UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
| For the month of: December 2024 |
| |
| Commission File Number: 001-15160 |
Brookfield
Corporation
(Name of Registrant)
Brookfield
Place
Suite 100
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3
(Address of Principal Executive Offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Exhibits 99.1, 99.2, 99.3 and 99.4 of this Form 6-K
shall be incorporated by reference as exhibits to the Registration Statement of Brookfield Corporation and Brookfield Finance Inc. on
Form F-10 (File Nos. 333-279601 and 333-279601-02).
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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BROOKFIELD CORPORATION |
| |
|
| Date: December 17, 2024 |
By: |
/s/ Swati Mandava |
| |
|
Name: |
Swati Mandava |
| |
|
Title: |
Managing Director, Legal & Regulatory |
Exhibit 99.1
BROOKFIELD FINANCE INC.
AND
BROOKFIELD CORPORATION
AND
COMPUTERSHARE TRUST COMPANY OF CANADA
Second Supplemental Indenture
Dated as of December 17, 2024
THIS
SECOND SUPPLEMENTAL INDENTURE, dated as of December 17, 2024 by and among Brookfield Finance Inc. (the “Issuer”),
a corporation incorporated under the laws of Ontario, Canada, Brookfield Corporation (formerly known as Brookfield Asset Management Inc.)
(the “Company”), a corporation organized under the laws of Ontario, Canada, and Computershare Trust Company of Canada,
a trust company organized under the laws of Canada, as trustee (the “Trustee”), to the Subordinated Indenture, dated
as of October 16, 2020, by and among the Issuer, the Company and the Trustee (the “Original Indenture”, the Original
Indenture, as supplemented hereby, being referred to herein as the “Indenture”).
WITNESSETH
WHEREAS,
the Issuer has duly authorized, as a separate series of Securities under the Indenture, its 6.300% Fixed-to-Fixed Reset Rate Subordinated
Notes due January 15, 2055 (the “Notes”), and the Company has consented to and approved the issuance of the Notes;
WHEREAS,
the Issuer and the Company have duly authorized the execution and delivery of this Second Supplemental Indenture to establish the Notes
as a separate series of Securities under the Original Indenture and to provide for, among other things, the issuance by the Issuer of
and the form and terms of the Notes and additional covenants for purposes of the Notes and the Holders thereof;
WHEREAS,
the Issuer and the Company are not in default under the Original Indenture;
WHEREAS,
all things necessary to make this Second Supplemental Indenture a valid agreement according to its terms have been done; and
WHEREAS,
the foregoing recitals are made as statements of fact by the Issuer and the Company and not by the Trustee;
NOW, THEREFORE, THIS SECOND
SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of
the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:
Article 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
For all purposes of this Second
Supplemental Indenture and the Notes, except as otherwise expressly provided or unless the subject matter or context otherwise requires:
“Additional
Amounts” has the meaning specified in Section 2.14 of this Second Supplemental Indenture.
“Automatic Exchange”
has the meaning specified in Section 2.8.1 of this Second Supplemental Indenture.
“Automatic
Exchange Event” means an event giving rise to an Automatic Exchange, being the occurrence of any one of the following: (i) the
making by the Issuer and/or the Company of a general assignment for the benefit of their creditors or a proposal (or the filing of
a notice of their intention to do so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding instituted by
the Issuer and/or the Company seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent or,
where the Issuer and/or the Company are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment,
protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of
an order for the appointment of a receiver, interim receiver, trustee or other similar official for the Issuer and/or the Company or any
substantial part of their property and assets in circumstances where the Issuer and/or the Company are adjudged as bankrupt (including
any voluntary assignment in bankruptcy) or insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed
over the Issuer and/or the Company or for any substantial part of their property and assets by a court of competent jurisdiction in circumstances
where the Issuer and/or the Company are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent under any
law relating to bankruptcy or insolvency in Canada; or (iv) any proceeding is instituted against the Issuer and/or the Company seeking
to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent, or where the Issuer and/or the Company
are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition
of their debts under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of an order for the appointment of a
receiver, interim receiver, trustee or other similar official for the Issuer and/or the Company or any substantial part of their property
and assets in circumstances where the Issuer and/or the Company are adjudged as bankrupt or insolvent under any law relating to bankruptcy
or insolvency in Canada, and either such proceeding has not been stayed or dismissed within 60 days of the institution of any such
proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against the Issuer and/or the Company
or the appointment of a receiver, interim receiver, trustee, or other similar official for them or for any substantial part of their property
and assets).
“Automatic Exchange
Event Notice” has the meaning specified in Section 2.8.2 of this Second Supplemental Indenture.
“Business Day”
means a day other than (i) a Saturday or Sunday, or (ii) a day on which banks in New York, New York and where the corporate
trust office of the Trustee is authorized or obligated by law or executive order to remain closed.
“Calculation Agent”
means the Issuer, an affiliate of the Issuer selected by the Issuer, or any other Person appointed by the Issuer, in each case, in the
Issuer’s sole discretion, acting a calculation agent in respect of the Notes.
“Clearing Agency”
has the meaning specified in Section 2.8.3 of this Second Supplemental Indenture.
“Co-Obligor”
has the meaning specified in Section 2.13 of this Second Supplemental Indenture.
“Company
Preference Shares” means the preference shares of the Company.
“Company Senior Indebtedness”
means all principal, interest, premium, fees and other amounts owing on, under or in respect of:
| (a) | all indebtedness, liabilities and obligations of the Company, whether outstanding on December 10,
2024 or thereafter created, incurred, assumed or guaranteed (including any such indebtedness, liabilities or obligations that are guaranteed
by the Company); and |
| (b) | all renewals, extensions, restructurings, refinancings and refundings of any such indebtedness, liabilities
or obligations; |
except only for indebtedness to trade creditors,
the guarantee by the Company of the Notes, the Company’s guarantees of the Existing BFI Subordinated Notes and the UK Issuer Perpetual
Notes and any indebtedness, liabilities or obligations of the Company that are, pursuant to the terms of the instrument creating or evidencing
such indebtedness, liabilities or obligations, expressly pari passu with or subordinate in right of payment to the guarantee
by the Company of the Notes.
“Company Shares”
means the Class A Limited Voting Shares of the Company and the Class B Limited Voting Shares of the Company, and any shares
of the Company ranking pari passu or junior to the Class A Limited Voting Shares of the Company and the Class B
Limited Voting Shares of the Company.
“DBRS”
means DBRS Limited, and its successors.
“Deferral Period”
has the meaning specified in Section 2.9 of this Second Supplemental Indenture.
“Dividend Restricted
Shares” means the Company Shares and Company Preference Shares.
“Exchange Notice”
has the meaning specified in Section 2.8.2 of this Second Supplemental Indenture.
“Exchange Preference
Shares” has the meaning specified in Section 2.8.1 of this Second Supplemental Indenture.
“Exchange Time”
has the meaning specified in Section 2.8.1 of this Second Supplemental Indenture.
“Existing BFI Subordinated
Notes” means the 4.625% Subordinated Notes due October 16, 2080 of the Issuer.
“FATCA”
has the meaning specified in Section 2.14 of this Second Supplemental Indenture.
“First Reset Date”
means January 15, 2035.
“Fitch”
means Fitch Ratings, Inc., and its successors.
“Five-Year Treasury
Rate” means, as of any Interest Reset Determination Date, (i) an interest rate (expressed as a decimal) determined to be
the per annum rate equal to the arithmetic mean of the yields to maturity for U.S. Treasury securities adjusted to constant maturity with
a maturity of five years from the next Interest Reset Date and trading in the public securities markets, for the five consecutive Business
Days immediately prior to the respective Interest Reset Determination Date as published (or, if fewer than five consecutive Business Days
are so published on the applicable Interest Reset Determination Date, for such number of Business Days published) in the most recent H.15,
or (ii) if there is no such published U.S. Treasury security with a maturity of five years from the next Interest Reset Date and
trading in the public securities markets, then the rate will be determined by interpolation between the arithmetic mean of the yields
to maturity for each of the two series of U.S. Treasury securities adjusted to constant maturity trading in the public securities markets,
(A) one maturing as close as possible to, but earlier than, the Interest Reset Date following the next succeeding Interest Reset
Determination Date, and (B) the other maturing as close as possible to, but later than, the Interest Reset Date following the next
succeeding Interest Reset Determination Date, in each case for the five consecutive Business Days immediately prior to the respective
Interest Reset Determination Date as published in the most recent H.15. If the Five-Year Treasury Rate cannot be determined pursuant to
the methods described in clause (i) or (ii) above, then the Five-Year Treasury Rate will be the same interest rate determined
for the prior Interest Reset Determination Date or, if the Five-Year Treasury Rate cannot be so determined as of the Interest Reset Determination
Date preceding the First Reset Date, then the interest rate applicable for the Interest Reset Period beginning on and including the First
Reset Date will be deemed to be 6.300% per annum.
“Guarantee
Obligations” means the subordinate guarantee obligations of the Company pursuant to Article 5 of the Original Indenture
but solely in respect of the Notes.
“H.15”
means the statistical release designated as such, or any successor publication published by the Board of Governors of the Federal Reserve
Board (or any successor thereto). The “most recent H.15” means the H.15 published closest in time but prior to the
close of business on the second Business Day prior to the applicable Interest Reset Determination Date.
“Ineligible Person”
means any Person whose address is in, or whom the Company or its transfer agent has reason to believe is a resident of, any jurisdiction
outside of the United States or Canada to the extent that: (i) the issuance or delivery by the Company to such Person, upon
an Automatic Exchange of Exchange Preference Shares, would require the Company to take any action to comply with securities or analogous
laws of such jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such Person of Exchange
Preference Shares upon an Automatic Exchange.
“Interest Payment
Date” means January 15 and July 15 of each year.
“Interest
Reset Date” means the First Reset Date and each date falling every five years thereafter.
“Interest Reset Determination
Date” means, in respect of any Interest Reset Period, the day falling two Business Days prior to the applicable Interest Reset
Date.
“Interest Reset Period”
means the period from and including the First Reset Date to, but excluding, the next succeeding Interest Reset Date, the Maturity Date,
or Redemption Date, as the case may be, and thereafter each period from and including each Interest Reset Date to, but not including,
the next succeeding Interest Reset Date, the Maturity Date, or Redemption Date, as the case may be.
“Issuer Senior Indebtedness”
means all principal, interest, premium, fees and other amounts owing on, under or in respect of:
| (a) | all indebtedness, liabilities and obligations of the Issuer, whether outstanding as of December 10,
2024 or thereafter created, incurred, assumed or guaranteed; and |
| (b) | all renewals, extensions, restructurings, refinancings and refundings of any such indebtedness, liabilities
or obligations; |
except only for indebtedness to trade creditors,
the Notes, the Existing BFI Subordinated Notes and any indebtedness, liabilities or obligations of the Issuer that are, pursuant to the
terms of the instrument creating or evidencing such indebtedness, liabilities or obligations, expressly pari passu with or
subordinate in right of payment to the Notes.
“Maturity
Date” means January 15, 2055.
“Moody’s”
means Moody’s Investors Service, Inc., and its successors.
“Non-U.S. Co-Obligor”
has the meaning specified in Section 2.13 of this Second Supplemental Indenture.
“Notes”
has the meaning ascribed to it in the recitals.
“Original Indenture”
has the meaning ascribed to such term in the first recital to this Second Supplemental Indenture.
“Original Issue Date”
mean December 17, 2024.
“Other
Additional Amounts” has the meaning specified in Section 2.13 of this Second Supplemental Indenture.
“Parity Indebtedness”
means any class or series of the Company’s indebtedness currently outstanding or hereafter created which ranks on a parity with
the Company’s guarantee of the Notes (prior to any Automatic Exchange) as to distributions upon liquidation, dissolution or winding-up,
including the Company’s guarantees of the Existing BFI Subordinated Notes and the UK Issuer Perpetual Notes.
“Rating
Agencies” means each of Moody’s, S&P, Fitch and DBRS.
“Rating
Event” means the occurrence of an event in which any Rating Agency amends, clarifies or changes the criteria it uses
to assign equity credit to securities such as the Notes, which amendment, clarification or change results in (a) the shortening of
the length of time the Notes are assigned a particular level of equity credit by that Rating Agency as compared to the length of time
they would have been assigned that level of equity credit by that Rating Agency or its predecessor on the initial issuance of the Notes;
or (b) the lowering of the equity credit (including up to a lesser amount) assigned to the Notes by that Rating Agency compared to
the equity credit assigned by that Rating Agency or its predecessor on the initial issuance of the Notes.
“Relevant Taxing
Jurisdiction” has the meaning specified in Section 2.14 of this Second Supplemental Indenture.
“S&P”
means S&P Global Ratings and its successors.
“Tax Act”
has the meaning specified in Section 2.14 of this Second Supplemental Indenture.
“Tax Event”
means the Issuer or the Company (as applicable) has received an opinion of counsel of nationally recognized standing experienced in such
matters to the effect that, as a result of (i) any amendment or change to the laws (or any regulations or rulings thereunder)
of any Relevant Taxing Jurisdiction or any applicable tax treaty or (ii) any change in the application, administration or interpretation
of such laws, regulations, rulings or treaties (including any judicial decision rendered by a court of competent jurisdiction with respect
to such laws, regulations, rulings or treaties), in each case of (i) and (ii), by any legislative body, court, governmental authority
or agency, regulatory body or taxing authority, which amendment or change is effective on or after the Original Issue Date (or if
the Relevant Taxing Jurisdiction has changed since the Original Issue Date, the date on which the applicable jurisdiction became a Relevant
Taxing Jurisdiction) (including, for the avoidance of doubt, any such amendment or change made on or after the Original Issue Date (or the
date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction, as applicable) that has retroactive effect to a date
prior to the Original Issue Date (or the date on which the applicable jurisdiction became a Relevant Taxing Jurisdiction, as applicable)),
either (a) the Issuer or the Company (as applicable) is, or may be, subject to more than a de minimis amount of additional taxes,
duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense,
taxable capital or taxable paid-up capital with respect to the Notes, as or as would be reflected in any tax return or form filed, to
be filed, or that otherwise could have been filed, will not be respected by a taxing authority (excluding as a result of any limitation
on the deductibility of interest on the Notes as a result of any EBITDA, tax EBITDA, or other similar earnings or income-based limit on
interest deductibility) or (b) the Issuer or the Company (as applicable) has been or will be obligated to pay Additional Amounts
and neither the Issuer nor the Company (as applicable) can avoid such obligation by taking commercially reasonable measures to avoid it.
“Taxes”
has the meaning specified in Section 2.14 of this Second Supplemental Indenture.
“UK Perpetual Issuer
Notes” means the 4.50% perpetual subordinated notes issued by Brookfield Finance I (UK) plc.
All other terms and expressions
used herein shall have the same meanings as corresponding expressions defined in the Original Indenture.
| 1.2 | To Be Read with Original Indenture |
The Second Supplemental Indenture
is a supplemental indenture within the meaning of the Original Indenture, and the Original Indenture and this Second Supplemental Indenture
shall be read together and shall have effect, so far as practicable, as though all the provisions of the Original Indenture and this Second
Supplemental Indenture were contained in one instrument.
Except where expressly provided,
all amounts in this Second Supplemental Indenture are stated in United States currency.
Article 2
THE NOTES
There is hereby authorized
to be issued under the Original Indenture a separate series of Securities designated as “6.300% Fixed-to-Fixed Reset Rate Subordinated
Notes due January 15, 2055”.
| 2.2 | Limit of Aggregate Principal Amount |
The aggregate principal amount
of Notes that may be authenticated and delivered pursuant to the Second Supplemental Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 3.4, 3.5, 3.6, 10.6 or 12.7
of the Original Indenture and except for any Notes which, pursuant to the last sentence of Section 3.3 of the Original Indenture,
are deemed never to have been authenticated and delivered) shall initially be limited to $700,000,000 all of which have been issued hereunder.
The Issuer may from time to time, without the consent of the Holders of the Notes but with the consent of the Company, create and issue
further notes having the same terms and conditions in all respects as the Notes being offered hereby except for the issue date, the issue
price and the first payment of interest thereon. Additional notes issued in this manner will be consolidated with and will form a
single series with the Notes, as the case may be, being offered hereby.
| 2.3 | Date of Payment of Principal |
The principal of the Notes
shall be payable on January 15, 2055.
| 2.4 | Payments; Registration of Transfers |
All payments in respect of
the Notes shall be made in immediately available funds. Computershare Trust Company, N.A. has been initially appointed to act as
Paying Agent for the Notes. The “Place of Payment” for the Notes shall be at the address of the Paying Agent, currently
located at Computershare Corporate Trust, 1505 Energy Park Drive, St Paul, MN 55108.
For such Notes (if any) as
are not represented by a Global Security, payments of principal (and premium, if any) and interest on any Notes will be made at the Place
of Payment, except that, at the option and expense of the Issuer, payment of interest may be made by (a) cheque mailed to the address
of the Person entitled thereto as such address shall appear on the Security Register or (b) wire transfer to an account maintained
by the Person entitled thereto as specified in the Security Register. The registration of transfers and exchanges of Notes will be
made at the Corporate Trust Office of the Trustee currently located at 100 University Avenue, 11th Floor, Toronto, Canada M5J 2Y1 and
the Place of Payment.
| (a) | The Notes will be issued in initial denominations of $1,000 and multiples of $1,000 in excess thereof
and shall bear interest (i) from and including the Original Issue Date to but excluding the First Reset Date at an annual rate of
6.300% and thereafter (ii) from and including each Interest Reset Date with respect to each Interest Reset Period to but excluding
the next succeeding Interest Reset Date, the Maturity Date or Redemption Date, as the case may be, at an annual rate equal to the Five-Year
Treasury Rate as of the most recent Interest Reset Determination Date, plus a spread of 2.076%, to be reset on each Interest Reset Date;
provided, that the interest rate during any Interest Reset Period will not reset below 6.300%, subject to deferral as set forth in Section 2.8. |
| (b) | Interest in respect of the Notes shall accrue from and including the Original Issue Date or from and including
the most recent Interest Payment Date to which interest has been paid or duly provided for. |
| (c) | Interest Payment Dates on which interest shall be payable in respect of the Notes shall be January 15
and July 15 in each year, commencing on July 15, 2025. |
| (d) | The first interest payment on the Notes
will be $36.40 per $1,000 principal amount of Notes
representing interest for the period from the Original Issue Date to, but excluding, July 15, 2025. |
| (e) | The Regular Record Dates for interest in respect of the Notes shall be January 1 and July 1
(whether or not a Business Day) in respect of the interest payable semi-annually in arrears on January 15 and July 15, respectively. |
| (f) | In the event that any Interest Payment Date, Redemption Date, or the Maturity Date falls on a day that
is not a Business Day, payment will be made on the next succeeding day which is a Business Day (and without any interest or other payment
in respect of any such delay), with the same force and effect as if made on such date. |
| 2.6 | Calculation of the Interest Rate of the Notes on the Interest Reset Determination Dates |
Unless all of the outstanding
Notes have been redeemed as of the First Reset Date, the Issuer shall appoint a Calculation Agent with respect to the Notes prior to the
Interest Reset Determination Date preceding the First Reset Date. The Issuer or any of its affiliates may assume the duties of the Calculation
Agent. The applicable interest rate for each Interest Reset Period will be determined by the Calculation Agent as of the applicable Interest
Reset Determination Date in accordance with Section 2.5. If the Issuer or one of its affiliates is not the Calculation Agent, the
Calculation Agent will notify the Issuer of the interest rate for the relevant Interest Reset Period promptly upon such determination.
The Issuer will notify the Trustee of such interest rate, promptly upon making or being notified of such determination. The Calculation
Agent’s determination of any interest rate and its calculation of the amount of interest for any Interest Reset Period beginning
on or after the First Reset Date, in each case, as determined in accordance with Section 2.5, will be conclusive and binding absent
manifest error, will be made in the Calculation Agent’s sole discretion and, notwithstanding anything to the contrary in the Indenture,
will become effective without consent from any other person or entity. Such determination of any interest rate and calculation of the
amount of interest will be on file at the Company’s principal offices and shall be made available to any holder of the Notes upon
request.
| 2.7 | Redemption and Purchase for Cancellation of the Notes |
Except as provided in this
Section 2.7 or as contemplated by Section 2.13 of this Second Supplemental Indenture, the Notes are not redeemable prior to
maturity.
2.7.1 Redemption
of Notes at the Option of the Issuer. On giving not more than 60 days’ nor less than 10 days’ prior notice to the Holders
of the Notes, (i) on any day in the period commencing on and including the date that is 90 days prior to the First Reset Date and
ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Date, the Issuer may, at
its option, redeem the Notes in whole or in part from time to time without the consent of the Holders, at a Redemption Price equal to
100% of the principal amount thereof, plus an amount equal to all accrued and unpaid interest on the principal amount of the Notes to
be redeemed to, but excluding, the Redemption Date.
2.7.2 Early
Redemption upon a Tax Event. At any time, after the occurrence of a Tax Event, the Issuer may, at its option, on giving not more than
60 days’ nor less than 10 days’ prior notice to the Holders thereof, redeem all (but not less than all) of the Notes without
the consent of the Holders. The Redemption Price shall be equal to 100% of the principal amount thereof, together with accrued and unpaid
interest to, but excluding, the Redemption Date.
2.7.3 Early
Redemption upon a Rating Event. At any time, within 120 days following the occurrence of a Rating Event, the Issuer may, at its option,
on giving not more than 60 days’ nor less than 10 days’ prior notice to the Holders, redeem all (but not less than all) of
the Notes without the consent of the Holders. The Redemption Price shall be equal to 102% of the principal amount thereof and shall be
paid together with accrued and unpaid interest to, but excluding, the Redemption Date.
2.7.4 Notice
of Redemption. Notwithstanding the first paragraph of Section 12.4 of the Original Indenture, notice of any redemption pursuant
to this Section 2.7 will be delivered at least 10 days but not more than 60 days before the Redemption Date to each Holder of the
Notes to be redeemed and may be subject to the satisfactions of conditions precedent. All notices of redemption shall state the information
required by Section 12.4 of the Original Indenture. On and after any Redemption Date, interest will cease to accrue on the Notes
or any portion thereof called for redemption. On or before any Redemption Date, the Issuer shall deposit with the Paying Agent (or the
Trustee) money sufficient to pay the Redemption Price of the Notes to be redeemed on such date. If less than all of the Notes are to be
redeemed, the Notes to be redeemed shall be selected, in the case of certificated Notes, by the Trustee at the Issuer’s direction
by such method as the Issuer and the Trustee shall designate, or in the case of Global Securities, by such policies and procedures of
the applicable depository.
2.7.5 Purchase
of the Notes for Cancellation.
2.7.5.1 The
Issuer may purchase all or any of the Notes in the open market (which may include purchases from or through an investment dealer or a
firm holding membership on or that is a participant of a recognized stock exchange) or by invitation for tenders or by private contract
and, in each case, at any price, payable in cash. Notes purchased by the Issuer shall be delivered to the Trustee for cancellation and
shall not be reissued.
2.7.5.2 If,
upon an invitation for tenders, more Notes than the Issuer is willing to purchase are tendered at the same lowest price, the Notes to
be purchased by the Issuer shall be selected by the Trustee pro rata, or in such other manner as the Trustee may consider equitable in
compliance with applicable law, from the Notes tendered by each Holder who tendered at such lowest price. For this purpose, the Trustee
may make, and from time to time amend, regulations with respect to the manner in which the Notes may be so selected and regulations so
made shall be valid and binding upon all Holders, notwithstanding the fact that, as a result thereof, one or more of such Notes become
subject to purchase in part only. The Holder of any Notes of which a part only is purchased, upon surrender of such Notes for payment,
shall be entitled to receive, without expense to such Holder, one or more new Notes for the unpurchased part so surrendered and the Trustee
shall certify and deliver such new Notes upon receipt of the Notes so surrendered.
2.8.1 Automatic
Exchange. Upon an Automatic Exchange Event (such time, the “Exchange Time”), the Notes, including accrued and unpaid
interest thereon, will be exchanged automatically (the “Automatic Exchange”), without the consent or action of
the Holders thereof, into shares of a newly issued series of Class A Preference Shares of the Company, being Class A Preference
Shares, Series 53 (the “Exchange Preference Shares”). As of the Exchange Time, Holders will have the right
to receive one Exchange Preference Share for each $1,000.00 principal amount of Notes previously held together with the number of Exchange
Preference Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any,
on the Notes, by $1,000.00. Such right will be automatically exercised, and the Notes shall be automatically exchanged, without the consent
of the Holders of the Notes, into Exchange Preference Shares. At such time, all outstanding Notes shall be deemed to be immediately and
automatically exchanged and transferred to the Company without need for further action by the Holders of the Notes, who shall thereupon
automatically cease to be Holders thereof and all rights of any such Holder as a debtholder of the Issuer or as a beneficiary of the subordinated
guarantee by the Company shall automatically cease. In connection with the Automatic Exchange, the Company shall not add to the legal
stated capital of the Exchange Preference Shares issued on the Automatic Exchange an amount that is greater than the fair market value
of the consideration it receives for the issuance of the Exchange Preference Shares.
2.8.2 Automatic
Exchange Event Notice. The Issuer shall deliver to the Trustee a written notice (the “Automatic Exchange Event Notice”),
which shall be binding on the Holders of the Notes, signed by any director or officer (or equivalent) of the Issuer, of the occurrence
of an Automatic Exchange within 10 days after the occurrence of such event and, as soon as practicable following receipt by the Trustee
from the Company, the Trustee shall deliver notice to the Holders of Notes of the occurrence of the Automatic Exchange; provided, however,
that a failure to make such delivery shall not affect, reduce or modify in any way the effectiveness of the Automatic Exchange with effect
as of the Exchange Time.
Following the occurrence of an Automatic
Exchange, the Issuer shall, as soon as reasonably practicable, inform the Company and the Trustee by notice in writing (the “Exchange
Notice”) as to the number of Notes exchanged and transferred hereby. Such Exchange Notice shall specify the number of Exchange
Preference Shares (including fractional shares, if applicable) required in connection with the Automatic Exchange in accordance with this
Indenture and shall specify whether, to the knowledge of the Issuer, such Holders of Notes (or Persons beneficially owning Notes represented
by the Holders of such Notes) are Ineligible Persons.
2.8.3 Right
Not to Deliver the Exchange Preference Shares. Upon an Automatic Exchange of the Notes, the Company reserves the right not to issue
some or all of the Exchange Preference Shares to Ineligible Persons. In such circumstances, the Company will hold all Exchange Preference
Shares that would otherwise be delivered to Ineligible Persons, as agent for such Ineligible Persons, and will attempt to facilitate
the sale of such shares through a registered broker or dealer retained by the Company for the purpose of effecting the sale (to parties
other than the Company, its affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such Exchange Preference
Shares. Such sales, if any, may be made at any time and any price. The Company will not be subject to any liability for failing to sell
Exchange Preference Shares on behalf of any such Ineligible Persons or at any particular price on any particular day. The net proceeds
received by the Company from the sale of any such Exchange Preference Shares will be divided among the Ineligible Persons in proportion
to the number of Exchange Preference Shares that would otherwise have been delivered to them, after deducting the costs of sale and any
applicable Taxes or withholding on account of Taxes, if any. The Company will make payment of the aggregate net proceeds to The Depository
Trust Company (the “Clearing Agency”) (if the Notes are then held in the book-entry only system) or to the
registrar and transfer agent (in all other cases) for distribution to such Ineligible Persons in accordance with the applicable
procedures of the Clearing Agency or otherwise.
As a precondition to the delivery of
any certificate or other evidence of issuance representing any Exchange Preference Shares or related rights following an Automatic Exchange,
the Company may require a Holder of Notes (and persons holding Notes represented by such Holder of Notes) to deliver a declaration,
in form and substance satisfactory to the Company, confirming compliance with any applicable regulatory requirements to establish that
such Holder of Notes is not, and does not represent, an Ineligible Person. The Trustee shall be entitled to rely exclusively on the declaration
of the Holder.
So long as no Event of Default
has occurred and is continuing, the Issuer may elect, at its sole option, at any date other than an Interest Payment Date, to defer the
interest payable on the Notes on one or more occasions for up to five consecutive years (a “Deferral Period”).
During any Deferral Period, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset
from time to time on any Interest Reset Date occurring during such Deferral Period). In addition, during any Deferral Period, interest
on the deferred interest (“compound interest”) will accrue at the then-applicable interest rate on the Notes (as reset
from time to time on any Interest Reset Date occurring during such Deferral Period), compounded semi-annually, to the extent permitted
by applicable law. There is no limit on the number of Deferral Periods that may occur. Any such deferral will not constitute an Event
of Default or any other breach under the Indenture and the Notes. Deferred interest will accrue, compounding on each subsequent Interest
Payment Date, until paid (including, to the extent permitted by law, any compound interest). A Deferral Period terminates on any Interest
Payment Date on which the Issuer pays all accrued and unpaid interest (including, to the extent permitted by law, any compound interest)
on such date. No Deferral Period may extend beyond the Maturity Date.
The Issuer will give the Holders
of the Notes written notice of its election to commence or continue a Deferral Period at least 10 days and not more than 60 days
before the next Interest Payment Date. After the commencement of a Deferral Period, the Issuer will give the Holders of the Notes
written notice of its election to continue or terminate, as applicable, such Deferral Period, at least 10 days and not more than 60 days
before each subsequent Interest Payment Date until the termination of such Deferral Period.
There shall be no limit on
the number of Deferral Periods that may occur pursuant to this Section 2.9.
The Notes and the certificate
of the Trustee endorsed thereon shall each be issuable initially as one or more Global Securities in minimum denominations of $1,000.00
and integral multiples of $1,000.00 in excess thereof and shall be substantially in the form set forth in Annex A hereto. The Depositary
for Global Securities shall be The Depository Trust Company.
The Events of Default contained
in the Original Indenture shall not apply to the Notes.
Solely with respect to the
Notes (and not with respect to any other securities issued or outstanding under the Indenture), for so long as any of the Notes remain
outstanding, “Event of Default” means any one of the following events (whatever the reason for such Event of Default and whether
it shall be occasioned by provisions of Section 2.16 of this Second Supplemental Indenture or be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):
| (a) | default in the payment of any interest (including Additional Amounts) upon the Notes when it becomes due
and payable, and continuance of such default for a period of 30 days (subject to the Issuer’s right, at its sole option, to defer
interest payments as provided in Section 2.8 of this Second Supplemental Indenture); or |
| (b) | default in the payment of the principal of or any premium or Additional Amounts, if any, when due and
payable on the Notes. |
The covenants contained in
Article 3 of this Second Supplemental Indenture shall apply to the Notes in addition to the covenants contained in the Original Indenture.
| 2.13 | Co-Obligors and/or Additional Guarantors |
Without the consent of any
Holders, the Issuer, when authorized by a Board Resolution, the Company and the Trustee, may enter into an indenture supplemental to the
Indenture in respect of the Notes, in form satisfactory to the Trustee, for the purpose of adding as a co-obligor (whether as an additional
issuer or guarantor) of the Notes, an Affiliate of the Issuer or the Company (each, a “Co-Obligor”); provided
that any such Co-Obligor shall be organized or formed under the laws of (1) any state of the United States, (2) Canada or any
province or territory thereof, (3) the United Kingdom, (4) Australia or (5) any country that is a member of the European
Union; and provided, further, that the Issuer may only add a Co-Obligor if the Issuer determines that adding such Co-Obligor
would not result in a deemed sale or exchange of the Notes by any Holder for U.S. federal income tax purposes under applicable Treasury
Regulations under the U.S. Internal Revenue Code of 1986, as amended, or a disposition of the Notes by any Holder or beneficial owner
of the Notes for Canadian federal income tax purposes. Any such supplemental indenture entered into for the purpose of adding a Co-Obligor
formed under any jurisdiction other than a state of the United States (each, a “Non-U.S. Co-Obligor”) shall include
a provision for (i) the payment of additional amounts (“Other Additional Amounts”) in the form substantially similar
to that provided in Section 2.14 of this Second Supplemental Indenture, with such modifications as the Company and such Non-U.S.
Co-Obligor reasonably determine are customary and appropriate for U.S. and Canadian bondholders to address then-applicable (or potentially
applicable future) taxes, duties, levies, imposts, assessments or other governmental charges imposed or levied by or on behalf of the
applicable governmental authority in respect of payments made by such Non-U.S. Co-Obligor under or with respect to the Notes, including
any exceptions thereto as the Company and such Non-U.S. Co-Obligor shall reasonably determine would be customary and appropriate for U.S.
and Canadian bondholders and (ii) the right of any issuer to redeem the Notes at 100% of the aggregate principal amount thereof plus
accrued interest thereon in the event that Other Additional Amounts become payable by a Non-U.S. Co-Obligor in respect of the Notes as
a result of any change in law or official position regarding the application or interpretation of any law that is announced or becomes
effective after the date of such supplemental indenture.
Any such Co-Obligor shall
be jointly and severally liable with the Issuer or the Company (as applicable) to pay the principal, premium, if any, and interest on
the Notes.
| 2.14 | Payment of Additional Amounts |
All payments made by the Issuer
or the Company under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account
of, any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter, “Taxes”) imposed
or levied by or on behalf of the government of Canada or of any province or territory thereof or by any authority or agency therein or
thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or the Company (as applicable) is
required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or the Company is so required
to withhold or deduct any amount for or on account of Taxes from any payment made by it under or with respect to the Notes, the Issuer
or the Company (as applicable) will pay such additional amounts (hereinafter “Additional Amounts”) in respect of each
such payment (excluding one payment of semi-annual interest, other than deferred interest, in connection with a redemption of the Notes
in accordance with the provisions described in Section 2.7.2 of this Second Supplemental Indenture) as may be necessary so that the
net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such
Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners
in respect of any such Holder) would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts
will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such Taxes in respect of such
Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with
whom the Issuer or the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax
Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or
between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such
Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction
other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note, (iii) by reason of such
Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified
shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act, or (iv) by reason of such Holder or beneficial
owner being a “specified entity” in respect of the Issuer or the Company as defined in subsection 18.4(1) of the Tax
Act; (b) any Tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any
Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment
first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such
date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder
or beneficial owner of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last
day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar
Tax; (e) any Tax imposed to the extent resulting from the failure of a Holder or beneficial owner to comply with certification, identification,
declaration, filing or similar reporting requirements concerning the nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from
such Tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of
1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental
authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the
Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement
Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an
intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for
greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to
(f).
The Issuer or the Company
(as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to
the relevant authority in accordance with applicable law. The Issuer or the Company (as applicable) will furnish to the Holders of the
Notes, within 30 days after the date the payment of any Taxes by it is due pursuant to applicable law, certified copies of tax receipts
evidencing such payment by it. The Issuer and the Company will indemnify and hold harmless each Holder (including, as applicable, the
beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable,
the beneficial owners in respect of any such Holder) for the amount of (i) any Taxes (other than any Taxes for which Additional Amounts
would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable,
the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been
withheld or deducted and remitted by the Issuer or the Company (as applicable) in accordance with applicable law, (ii) any liability
(including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes (other than any Taxes
for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement
under clause (i) or (ii) above, but excluding any such Taxes on such Holder’s (including, as applicable, the beneficial
owners in respect of any such Holder’s) net income.
At least 30 days prior to
each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or Company (as applicable) will be
obligated to pay Additional Amounts with respect to such payment, the Issuer or the Company (as applicable) will deliver to the Trustee
an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth
such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in the
Indenture there is mentioned, in any context, the payment by the Issuer or the Company (as applicable) of principal (and premium, if any),
Redemption Price, Purchase Price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed
to include mention of the payment of Additional Amounts provided for in this Section 2.14 to the extent that, in such context, Additional
Amounts are, were or would be payable by the Issuer or the Company (as applicable) in respect thereof pursuant to the provisions of this
Section 2.14 and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed
as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).
The obligations of the Issuer
and the Company under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with
respect to the Notes.
The Notes shall be defeasible
pursuant to both of Section 14.2 and Section 14.3 of the Original Indenture.
In the event the Issuer exercises
its defeasance option with respect to the Notes pursuant to Section 14.2 of the Original Indenture, the Company’s obligations
with respect to the Notes under Section 2.14 of this Second Supplemental Indenture shall survive.
| 2.16 | Subordination of the Notes |
2.16.1 Notes
Subordinated to Issuer Senior Indebtedness.
2.16.1.1 Pursuant
to and in accordance with Article 16 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Section 2.16
of this Second Supplemental Indenture. The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise
covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all
of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all present and future Issuer Senior Indebtedness.
2.16.1.2 In
the event (i) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings
in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up
of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 2.16.2 that (A) a
default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any
Issuer Senior Indebtedness (without giving effect to any cure period with respect thereto), or (B) there shall have occurred an event
of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any
Issuer Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders
thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond
the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default
or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued
interest on the Notes shall have been declared due and payable pursuant to Section 6.2 of the Original Indenture and such declaration
shall not have been rescinded and annulled as provided therein, then:
| (a) | The holders of all Issuer Senior Indebtedness shall first be entitled to receive payment of the full amount
due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled
to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation,
any payments made pursuant to Section 2.7.1; |
| (b) | Any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property
or securities, to which the Holders of any of the Notes or the Trustee would be entitled except for the provisions of this Section 2.16
shall be paid or delivered by the person making such payment or distribution, whether the Issuer, a trustee in bankruptcy, a receiver,
receiver and manager or liquidating trustee or otherwise, directly to the holders of such Issuer Senior Indebtedness or their representative
or representatives or to the trustee or trustees under any indenture or other agreement under which any instruments evidencing any of
such Issuer Senior Indebtedness may have been issued (or if not evidenced by instruments, under which such Issuer Senior Indebtedness
may have been incurred), ratably according to the aggregate amounts remaining unpaid on account of such Issuer Senior Indebtedness held
or represented by each, to the extent necessary to make payment in full of all Issuer Senior Indebtedness remaining unpaid after giving
effect to any concurrent payment or distribution (or provision therefor) to the holders of such Issuer Senior Indebtedness, before any
payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustee under this instrument; and |
| (c) | In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer
of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection
with any repurchase by the Issuer of the Notes, shall be received by the Trustee or the Holders of any of the Notes before all Issuer
Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution
in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes shall be held in trust
by the Trustee for the benefit of the holders of Issuer Senior Indebtedness and shall promptly be paid over to the holders of such Issuer
Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments
evidencing any such Issuer Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Issuer
Senior Indebtedness remaining unpaid until all such Issuer Senior Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution (or provision therefor) to the holders of such Issuer Senior Indebtedness. |
2.16.2 Disputes
with Holders of Certain Issuer Senior Indebtedness. Any failure by the Issuer to make any payment on or perform any other obligation
under Issuer Senior Indebtedness, other than any indebtedness incurred by the Issuer or assumed or guaranteed, directly or indirectly,
by the Issuer for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which
the provisions of this section shall have been waived by the Issuer in the instrument or instruments or other agreement or agreements
by which the Issuer incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default
or Event of Default under Section 2.16.1.2(ii) if (1) the Issuer shall be disputing its obligation to make such payment
or perform such obligation and (2) either (i) no final judgment relating to such dispute shall have been issued against the
Issuer which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of
the expiration of the time within which a party may seek further appeal or review, and (ii) in the event of a judgment that is subject
to further review or appeal has been issued, the Issuer shall in good faith be prosecuting an appeal or other proceeding for review and
a stay of execution shall have been obtained pending such appeal or review.
2.16.3 Subrogation.
Subject to the payment in full of all Issuer Senior Indebtedness, the Holders of the Notes shall be subrogated (equally and ratably with
the holders of all obligations of the Issuer which by their express terms are subordinated to Issuer Senior Indebtedness to the same extent
as the Notes are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Issuer Senior Indebtedness
to receive payments or distributions of cash, property or securities of the Issuer applicable to the Issuer Senior Indebtedness until
all amounts owing on the Notes shall be paid in full, and as between the Issuer, its creditors other than holders of such Issuer Senior
Indebtedness and the Holders, no such payment or distribution made to the holders of Issuer Senior Indebtedness by virtue of this Section 2.16
that otherwise would have been made to the Holders shall be deemed to be a payment by the Issuer on account of such Issuer Senior Indebtedness,
it being understood that the provisions of this Section 2.16 are and are intended solely for the purpose of defining the relative
rights of the Holders, on the one hand, and the holders of Issuer Senior Indebtedness, on the other hand.
2.16.4 Obligation
of Issuer Unconditional.
2.16.4.1 Nothing
contained in this Section 2.16 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Issuer,
its creditors other than the holders of Issuer Senior Indebtedness and the Holders, the obligation of the Issuer, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the Notes as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Issuer other than the holders
of Issuer Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Section 2.16 of the holders
of Issuer Senior Indebtedness in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy.
2.16.4.2 Upon
payment or distribution of assets of the Issuer referred to in this Section 2.16, the Trustee and the Holders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization
proceeding affecting the affairs of the Issuer is pending or upon a certificate of the trustee in bankruptcy, receiver, receiver and manager,
assignee for the benefit of creditors, liquidating trustee or agent or other person making any payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders
of the Issuer Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount paid or distributed
thereon and all other facts pertinent thereto or to this Section 2.16.
2.16.5 Payments
on Notes Permitted. Nothing contained in this Section 2.16 or elsewhere in this Indenture or in the Notes shall affect the obligations
of the Issuer to make, or prevent the Issuer from making, payment of the principal of or interest on the Notes in accordance with the
provisions hereof and thereof, except as otherwise provided in this Section 2.16.
2.16.6 Effectuation
of Subordination by Trustee. Each Holder of Notes, by its acceptance thereof, authorizes and directs the Trustee on its behalf to
take such action as may be necessary or appropriate to effectuate the subordination provided in this Section 2.16 and appoints the
Trustee its attorney-in-fact for any and all such purposes.
2.16.7 Knowledge
of Trustee. Notwithstanding the provisions of this Section 2.16 or any other provisions of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Trustee,
or the taking of any other action by the Trustee, unless and until the Trustee shall have received written notice thereof mailed or delivered
to the Trustee from the Issuer, any Holder, any paying agent or the holder or representative of any class of Issuer Senior Indebtedness;
provided that if at least five Business Days prior to the date upon which by the terms hereof any such moneys may become payable for
any purpose (including, without limitation, the payment of the principal or interest on any Note) the Trustee shall not have received
with respect to such moneys the notice provided for in this section, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received
and shall not be affected by any notice to the contrary that may be received by it within five Business Days prior to or on or after
such date.
2.16.8 Trustee
May Hold Issuer Senior Indebtedness. The Trustee shall be entitled to all the rights set forth in this Section 2.16 with
respect to any Issuer Senior Indebtedness at the time held by it, to the same extent as any other holder of Issuer Senior Indebtedness,
and nothing in the Original Indenture or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.
2.16.9 Rights
of Holders of Issuer Senior Indebtedness Not Impaired.
2.16.9.1 No
right of any present or future holder of any Issuer Senior Indebtedness to enforce the subordination herein shall at any time or in any
way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any noncompliance by the Issuer with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.
2.16.9.2 With
respect to the holders of Issuer Senior Indebtedness, (i) the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Indenture, (ii) the Trustee shall not be liable except for the performance of such duties and obligations
as are specifically set forth in this Indenture, (iii) no implied covenants or obligations shall be read into this Indenture against
the Trustee and (iv) the Trustee shall not be deemed to be a fiduciary as to such holders.
2.16.10 Section Applicable
to Paying Agents. In case at any time any paying agent other than the Trustee shall have been appointed by the Issuer and be then
acting hereunder, the term “Trustee” as used in this Section 2.16 shall in such case (unless the context shall require
not otherwise) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as
if such paying agent were named in this Article in addition to or in place of the applicable Trustee; provided, however, that Sections
2.16.7 and 2.16.8 shall not apply to the Issuer if it acts as its own paying agent.
2.16.11 Trustee;
Compensation Not Prejudiced. Nothing in this Section 2.16 shall apply to claims of, or payments to, the Trustee pursuant to Section 7.9
of the Original Indenture.
| 2.17 | Subordination of the Guarantee Obligations of the Company |
The Guarantee Obligations
of the Company with respect to the Notes shall be subordinated in right of payment to the prior payment in full of all Company Senior
Indebtedness on the same basis as the Notes and the obligations of the Issuer hereunder are subordinated to all Issuer Senior Indebtedness,
on the terms and conditions set forth in Section 2.16 of this Second Supplemental Indenture, mutatis mutandis.
In addition to subsections
(a) to (f) of Section 10.2 of the Original Indenture, without the consent of the Holder of each outstanding Note affected
thereby, the Issuer, the Company and the Trustee may not change any Place of Payment where any Notes or any premium or interest thereon
is payable.
| 2.19 | Consent and Acknowledgement of the Company |
Pursuant to Section 3.1
of the Original Indenture, the Company hereby consents to the issuance of the Notes by the Issuer and acknowledges and confirms that its
obligations with respect to the Notes constitute Guarantee Obligations.
Article 3
COVENANTS OF COMPANY APPLICABLE TO THE NOTES
| 3.1 | Dividend Stopper Undertaking |
Unless the Issuer has paid
all accrued and payable interest on the Notes, the Company will not:
| (a) | declare any dividend on the Dividend Restricted Shares or pay any interest on any Parity Indebtedness
(other than stock dividends on Dividend Restricted Shares); |
| (b) | redeem, purchase or otherwise retire any Dividend Restricted Shares or Parity Indebtedness (except (a) with
respect to Dividend Restricted Shares, out of the net cash proceeds of a substantially concurrent issue of Dividend Restricted Shares
or (b) pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching to any
series of Dividend Restricted Shares); or |
| (c) | make any payment to holders of any of the Dividend Restricted Shares or any Parity Indebtedness in respect
of dividends not declared or paid on such Dividend Restricted Shares or interest not paid on such Parity Indebtedness, respectively. |
| 3.2 | Issuance of Company Preference Shares |
The Company covenants for the benefit of Holders
of Notes, that for so long as the Exchange Preference Shares issuable upon the Automatic Exchange are issuable or outstanding, the Company
will not create or issue any Company Preference Shares which, in the event of insolvency, liquidation, dissolution or winding-up of the
Company, would rank in right of payment in priority to the Exchange Preference Shares.
The Issuer shall at all times
remain a Subsidiary of the Company.
Article 4
MISCELLANEOUS
| 4.1 | Ratification of Original Indenture |
The Original Indenture, as
supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
| 4.2 | Acceptance of Trust by Trustee |
The
Trustee hereby accepts the trusts and duties declared and provided for in, and as otherwise contemplated by, this Second Supplemental
Indenture and hereby agrees to perform the same upon the terms and conditions set forth herein and as contemplated hereby and in the Original
Indenture, in each case as supplemented and amended from time to time.
Nothing in this Second Supplemental
Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent, any
Paying Agent, any Securities Registrar and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Second Supplemental Indenture.
This Second Supplemental Indenture,
the Notes and the Company’s Guarantee Obligations shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflicts of laws principles thereof. Notwithstanding the preceding sentence of this Section 4.4, the
exercise, performance or discharge by the Trustee of any of its rights, powers, duties or responsibilities hereunder shall be construed
in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto.
In case any one or more of
the provisions contained in this Second Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Second Supplemental
Indenture or of the Notes, but this Second Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
The Issuer agrees, and by
acceptance of a Note each holder and beneficial owner of a Note agrees, to treat the Notes as indebtedness for United States federal,
state and local income tax purposes.
This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. This instrument may be executed and delivered by facsimile or other electronic transmission of a counterpart
hereof bearing a manual, facsimile or other electronic signature.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year
first above written.
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BROOKFIELD FINANCE INC. |
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By: |
/s/ Patrick Taylor |
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Name: |
Patrick Taylor |
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Title: |
Vice President |
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BROOKFIELD CORPORATION |
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By: |
/s/ Nicholas Goodman |
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Name: |
Nicholas Goodman |
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Title: |
President and Chief Financial Officer |
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COMPUTERSHARE TRUST COMPANY OF CANADA |
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By: |
/s/ Claire Wang |
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Name: |
Claire Wang |
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Title: |
Corporate Trust Officer |
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By: |
/s/ Raji Sivalingam |
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Name: |
Raji Sivalingam |
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Title: |
Associate Trust Officer |
ANNEX A
[Face of Note]
[Insert if the Security is a Global Security —
THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (“DTC”), a New York corporation, to Brookfield Finance Inc. or its agent
for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]
BROOKFIELD FINANCE INC.
6.300% Fixed-to-Fixed Reset Rate Subordinated Notes
Due January 15, 2055
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CUSIP: 11271L AN2 |
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ISIN: US11271LAN29 |
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| No. · |
US$· |
Brookfield
Finance Inc., a corporation incorporated under the laws of Ontario, Canada (herein called the “Issuer”, which term
includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ·,
or registered assigns, the principal sum of · (·) United States Dollars on January 15, 2055 and to pay interest thereon
(i) from and including the Original Issue Date to but excluding the First Reset Date at an annual rate of 6.300% and thereafter (ii) from
and including each Interest Reset Date with respect to each Interest Reset Period to but excluding the next succeeding Interest Reset
Date, the Maturity Date or Redemption Date, as the case may be, at an annual rate equal to the Five-Year Treasury Rate as of the most
recent Interest Reset Determination Date, plus a spread of 2.076%, to be reset on each Interest Reset Date; provided, that the interest
rate during any Interest Reset Period will not reset below 6.300%, semi-annually in arrears on January 15 and July 15 in each
year, commencing on July 15, 2025. As provided in the Original Indenture (as defined on the reverse of this Note), interest shall
be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest shall accrue from and including the Original Issue
Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for.
The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall
be each January 1 or July 1, as applicable, preceding such Interest Payment Date (whether or not a Business Day), provided
that interest payable on the Maturity Date or on a Redemption Date will be paid to the person to whom principal is payable. Any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
So long as no Event of Default (as defined in
the Indenture) has occurred and is continuing, the Issuer may elect, at its sole option, at any date other than an Interest Payment Date,
to defer the interest payable on the Securities on one or more occasions for up to five consecutive years (a “Deferral Period”).
During any Deferral Period, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset
from time to time on any Interest Reset Date occurring during such Deferral Period). In addition, during any Deferral Period, interest
on the deferred interest (“compound interest”) will accrue at the then-applicable interest rate on the Notes (as reset from
time to time on any Interest Reset Date occurring during such Deferral Period), compounded semi-annually, to the extent permitted by applicable
law. There shall be no limit on the number of Deferral Periods that may occur. Any such deferral will not constitute an Event of Default
or any other breach under the Indenture and the Securities. Deferred interest will accrue until paid (including, to the extent permitted
by law, any compound interest). A Deferral Period terminates on any Interest Payment Date on which the Issuer pays all accrued and unpaid
interest on such date (including, to the extent permitted by law, any compound interest). No Deferral Period may extend beyond the Maturity
Date.
This Security will be automatically exchanged
into Exchange Preference Shares (as defined in the Indenture) upon an Automatic Exchange Event, in the manner, with the effect and as
of the effective time contemplated in the Indenture.
The indebtedness evidenced by this Security and
by all other Securities now or hereafter certified and delivered under the Indenture is subordinated and subject in right of payment,
to the extent and in the manner provided in the Indenture, to the prior payment in full of all present and future Issuer Senior Indebtedness,
whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. The Company’s Guarantee
Obligations rank subordinate in rank and priority of payment in full of all Company Senior Indebtedness on the same basis as this Security
and the obligations of the Issuer hereunder are subordinated to all Issuer Senior Indebtedness.
Payment of the principal of (and premium, if any)
and interest on this Security will be made at the Place of Payment in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debt; provided, however, that, at the option and expense of the Issuer,
payment of interest may be made by (i) cheque mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security
Register.
The Issuer agrees, and by acceptance of a Note
each holder and beneficial owner of a Note agrees, to treat the Notes as indebtedness for United States federal, state and local income
tax purposes.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall, for all purposes, have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual, facsimile or other electronic signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[The balance of this page is
intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed under its corporate seal.
Dated:
·
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BROOKFIELD FINANCE INC. |
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By: |
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Name: |
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Title: |
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| Attest: |
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(FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes referred to in the
Indenture referred to above.
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COMPUTERSHARE TRUST
COMPANY OF CANADA, as Trustee |
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By: Authorized Officer |
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Dated: |
(FORM OF REGISTRATION PANEL)
(NO WRITING HEREON EXCEPT BY THE TRUSTEE OR
OTHER REGISTRAR)
DATE OF
REGISTRY |
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IN WHOSE NAME
REGISTERED |
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SIGNATURE OF TRUSTEE
OR OTHER REGISTRAR |
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[Reverse of Note.]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of October 16, 2020 (the “Original Indenture”), as supplemented by the Second Supplemental
Indenture, dated as of December 17, 2024 (the “Second Supplemental Indenture”) (the Original Indenture and the Second
Supplemental Indenture together herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument),
between the Issuer, Brookfield Corporation (formerly known as Brookfield Asset Management Inc.) (the “Company”), as guarantor,
and Computershare Trust Company of Canada, as trustee (the “Trustee”, which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Issuer, the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in
aggregate principal amount to US$700,000,000, all of which are issued under the Second Supplemental Indenture. The Issuer may from time
to time, without the consent of the holders of the Securities, create and issue further securities having the same terms and conditions
in all respects as the Securities issued on the date hereof, except for the issue date, the issue price and the first payment of interest
thereon. Additional securities issued in this manner will be consolidated with and will form a single series with the Securities;
provided that if any additional securities issued after the date hereof are not fungible with the Securities issued on the date hereof
for U.S. federal income tax purposes, then such additional securities shall be issued with a separate CUSIP or ISIN number so that they
are distinguishable from the Securities.
The Issuer or the Company
(as applicable) will pay to each relevant Holder or beneficial owner certain Additional Amounts in the event of the withholding or deduction
of certain Canadian taxes as described in the Second Supplemental Indenture. In addition, certain Other Additional Amounts may be payable
as contemplated in Section 2.13 of the Second Supplemental Indenture and as described in the applicable supplemental indenture.
The Securities are redeemable
at the Redemption Prices as described in Section 2.7 of the Second Supplemental Indenture and in any applicable supplemental indenture
as contemplated in Section 2.13 of the Second Supplemental Indenture.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
In the event of purchase of
this Security in part only, a new Security or Securities of this series and of like tenor for the unpurchased portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect
to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer or
the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in exchange hereafter or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the Corporate Trust Office of the Trustee or the Place of Payment, duly endorsed by,
or accompanied by a written instrument of transfer, in form satisfactory to the Issuer and the Security Registrar, duly executed by the
Holder hereof or attorney duly authorized in writing, and, thereupon, one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series
are issuable only in registered form without coupons in initial denominations of US$1,000.00 and multiples of US$1,000.00 in excess thereof.
No service charge shall be
made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of
this Security for registration of transfer, the Issuer, the Company, the Trustee and any agent of the Issuer, the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Issuer, the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
THE LAWS OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE SECURITIES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. Notwithstanding
the preceding sentence of this paragraph, the exercise, performance or discharge by the Trustee of any of its rights, powers, duties or
responsibilities hereunder shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable
thereto.
All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Exhibit 99.2
| Ministry of Public and
Business Service Delivery
Ministère des Services au public et
aux entreprises
Certificate of Amendment Certificat de modification
Business Corporations Act Loi sur les sociétés par actions
BROOKFIELD CORPORATION
Corporation Name / Dénomination sociale
1644037
Ontario Corporation Number / Numéro de société de l’Ontario
This is to certify that these articles are effective on La présente vise à attester que ces statuts entreront en
vigueur le
December 16, 2024 / 16 décembre 2024
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions
The Certificate of Amendment is not complete
without the Articles of Amendment
Certified a true copy of the record of the
Ministry of Public and Business Service Delivery.
Director/Registrar
Ce certificat de modification n’est pas complet s’il
ne contient pas les statuts de modification
Copie certifiée conforme du dossier du
ministère des Services au public et aux
entreprises.
Directeur ou registrateur |
| Ministry of Public and
Business Service Delivery
Articles of Amendment
Business Corporations Act
Corporation Name (Date of Incorporation/Amalgamation)
BROOKFIELD CORPORATION (January 01, 2005)
1. The name of the corporation is changed to:
Not amended
2. The number of directors or the minimum/maximum number of directors are amended as follows:
Not amended
3. The articles are amended as follows:
A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter
"None":
Not amended
B. The classes and any maximum number of shares that the corporation is authorized to issue:
The articles of the Corporation are amended to create the fifty-third series of Class A Preference Shares of the Corporation which
shall consist of an unlimited number of Class A Preference Shares designated as Cumulative Class A Preference Shares, Series 53
(the “Series 53 Preference Shares”) and, in addition to the rights, privileges, restrictions and conditions attaching to the Class A
Preference Shares as a class, shall have attached thereto the below rights, privileges, restrictions and conditions (the “Series 53
Preference Share Provisions”).
BCA - Articles of Amendment - BROOKFIELD CORPORATION - OCN:1644037 - December 16, 2024
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
Director/Registrar, Ministry of Public and Business Service Delivery Page 1 of 10 |
| C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors' authority with
respect to any class of shares which may be issued in series. If there is only one class of shares, enter "Not Applicable":
The fifty-third series of ClassA Preference Shares of the Corporation shall consist of an unlimited number of Class A Preference
Shares designated as Cumulative ClassA Preference Shares, Series 53 (the “Series 53 Preference Shares”) and, in addition to the
rights, privileges, restrictions and conditions attaching to the ClassA Preference Shares as a class, shall have attached thereto the
following rights, privileges, restrictions and conditions (the “Series 53 Preference Share Provisions”):
1. Issue Price
The issue price of each Series 53 Preference Share shall be $1,000.00 principal amount of 2055 Subordinated Notes or $1,000.00
of accrued and unpaid interest on the 2055 Subordinated Notes, if any.
2. Dividends
2.1 Cumulative Preferential Dividends
The holders of the then outstanding Series 53 Preference Shares (the “Holders”) shall be entitled to receive, and the Corporation
shall pay thereon, as and when declared by the Board of Directors, out of moneys of the Corporation properly applicable to the
payment of dividends, cumulative preferential cash dividends (the “Series 53 Dividends”) payable semi-annually, on January 15
and July 15 of each year (each, a “Dividend Payment Date”) at the Perpetual Preferred Share Rate, by electronic funds transfer
or cheque at par in lawful money of the United States at any branch in the United States of the Corporation’s bankers for the
time being or by any other reasonable means the Corporation deems desirable.
(a) If on any Dividend Payment Date, the Series 53 Dividends accrued to such date are not paid in full on all of the Series 53
Preference Shares then outstanding, such Series 53 Dividends, or the unpaid part thereof, shall be paid on a subsequent date or
dates determined by the Board of Directors on which the Corporation shall have sufficient monies properly applicable to the
payment of such Series 53 Dividends.
(b) The Holders shall not be entitled to any dividends other than or in excess of the Series 53 Dividends.
Series 53 Dividends shall (except in case of redemption in which case payment of Series 53 Dividends shall, subject to the
provisions of Section 13, be made on surrender of the certificate representing the Series 53 Preference Shares to be redeemed)
be paid by electronic funds transfer or by posting in a postage paid envelope addressed to each Holder at the last address of
such Holder as it appears on the securities register of the Corporation or, in the case of joint Holders, to the address of that one
whose name appears first in the securities register of the Corporation as one of such joint Holders, or, in the event of the
address of any Holder not so appearing, then to the address of such Holder last known to the Corporation, a cheque for such
Series 53 Dividends (less any tax required to be deducted) payable to the order of such Holder or, in the case of joint Holders, to
the order of all such Holders failing written instructions from them to the contrary. Notwithstanding the foregoing, any dividend
cheque may be delivered by the Corporation to a Holder at his address as aforesaid. Such electronic funds transfer or the
posting or delivery of such cheque on or before the date on which such dividend is to be paid to a Holder shall be deemed to be
payment and shall satisfy and discharge all liabilities for the payment of such dividends to the extent of the sum represented
thereby (plus the amount of any tax required to be deducted as aforesaid) unless such cheque is not paid on due presentation.
Subject to applicable law, dividends which are represented by a cheque which has not been presented to the Corporation’s
bankers for payment or that otherwise remain unclaimed for a period of twoyears from the date on which they were declared to
be payable shall be forfeited to the Corporation.
2.2 Dividend for Other than a Full Dividend Period
BCA - Articles of Amendment - BROOKFIELD CORPORATION - OCN:1644037 - December 16, 2024
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
Director/Registrar, Ministry of Public and Business Service Delivery Page 2 of 10 |
| The Holders shall be entitled to receive, and the Corporation shall pay thereon, if, as and when declared by the Board of
Directors, out of moneys of the Corporation properly applicable to the payment of dividends, Series 53 Dividends for any period
as follows:
(a) from and including the Issue Date, if such date is not a Dividend Payment Date, up to and including the next succeeding
Dividend Payment Date; or
(b) any period which is less than a full Dividend Period,
a dividend in an amount per Series 53 Preference Share equal to the amount obtained (rounded to four decimal places) when
the product of the Perpetual Preferred Share Rate and $1,000.00 is multiplied by a fraction, the numerator of which is the
number of calendar days elapsed (assuming a 360-day year consisting of twelve 30-day months) in the relevant period and the
denominator of which is 360.
3. Rights on Liquidation
In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other
distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the Holders shall be
entitled to receive $1,000.00 per Series 53 Preference Share, together with all accrued and unpaid Series 53 Dividends up to but
excluding the date of payment or distribution (less any tax required to be deducted and withheld by the Corporation), before any
amounts shall be paid or any assets of the Corporation distributed to the holders of any shares ranking junior as to capital to the
Series 53 Preference Shares. Upon payment of such amounts, the Holders shall not be entitled to share in any further
distribution of the assets of the Corporation.
4. Redemption at the Option of the Corporation
The Corporation may, (i) on any day in the period commencing on and including the date that is 90 days prior to the First Reset
Date and ending on and including the First Reset Date, or (ii) after the First Reset Date, on any Dividend Payment Date, subject to
applicable law and to the provisions described under Section 5 below, upon giving notice as hereinafter provided, at its option,
without the consent of the Holders, at any time, redeem all, or from time to time, any part, of the then outstanding Series 53
Preference Shares by the payment of an amount in cash for each Series 53 Preference Share so redeemed equal to $1,000.00
per Series 53 Preference Share, together with all accrued and unpaid Series 53 Dividends up to but excluding the date fixed for
redemption (less any tax required to be deducted and withheld by the Corporation) (the “Redemption Price”).
If less than all of the then outstanding Series 53 Preference Shares are at any time to be redeemed, then the particular Series 53
Preference Shares to be redeemed shall be selected on a prorata basis disregarding fractions or in such manner as the Board of
Directors in its sole discretion may, by resolution, determine. The Series 53 Preference Shares do not have a fixed maturity date
and are not redeemable at the option of the Holders.
The Corporation shall give notice in writing not less than 10days nor more than 60days prior to the date on which the
redemption is to take place of its intention to redeem such Series 53 Preference Shares, which notice may be subject to the
satisfaction of conditions precedent, to each person who at the date of giving such notice is the Holder of Series 53 Preference
Shares to be redeemed. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall
be given and sent by posting the same in a postage paid envelope addressed to each Holder of Series 53 Preference Shares to be
redeemed at the last address of such Holder as it appears on the securities register of the Corporation, or in the case of joint
Holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint
Holders or, in the event of the address of any Holder not so appearing, then to the address of such Holder last known to the
Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such
Holders shall not affect the validity of the redemption as to the other Holders to be redeemed. Such notice shall set out the
number of such Series 53 Preference Shares held by the person to whom it is addressed which are to be redeemed and the
BCA - Articles of Amendment - BROOKFIELD CORPORATION - OCN:1644037 - December 16, 2024
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
Director/Registrar, Ministry of Public and Business Service Delivery Page 3 of 10 |
| Redemption Price and shall also set out the date on which the redemption is to take place. On and after the date so specified for
redemption, the Corporation shall pay or cause to be paid to the Holders to be redeemed the Redemption Price on presentation
and surrender, at any place within Canada designated by such notice, of the certificate or certificates for such Series 53
Preference Shares so called for redemption, subject to the provisions of Section 13. Such payment shall be made by electronic
funds transfer or cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other
reasonable means the Corporation deems desirable and shall be a full and complete discharge of the Corporation’s obligation to
pay the Redemption Price owed to the Holders of Series 53 Preference Shares so called for redemption unless the cheque is not
honoured when presented for payment. From and after the date specified in any such notice, the Series 53 Preference Shares
called for redemption shall cease to be entitled to Series 53 Dividends and the Holders thereof shall not be entitled to exercise
any of the rights of shareholders in respect thereof, except to receive the Redemption Price therefor, provided that if payment of
the Redemption Price shall not be duly made by the Corporation on or before the redemption date, the Corporation shall
forthwith thereafter return the Holder’s deposited share certificate or certificates to the Holder. At any time after notice of
redemption is given as aforesaid, the Corporation shall have the right to deposit the Redemption Price of any or all Series 53
Preference Shares called for redemption (less any tax required to be deducted and withheld by the Corporation), or such part
thereof as at the time of deposit has not been claimed by the Holders entitled thereto, with any chartered bank or banks or with
any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or
accounts in trust for the respective Holders of such shares, to be paid to them respectively upon surrender to such bank or
banks or trust company or trust companies of the certificate or certificates representing the same, subject to the provisions of
Section 13. Upon such deposit or deposits being made, such shares shall be deemed to be redeemed on the redemption date
specified in the notice of redemption. After the Corporation has made a deposit as aforesaid with respect to any shares, the
Holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect
thereof and the rights of the Holders thereof shall be limited to receiving a proportion of the amounts so deposited applicable to
such shares, without interest. Any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law,
redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment
or that otherwise remain unclaimed (including monies held in deposit as provided for above) for a period of two years from the
date specified for redemption shall be forfeited to the Corporation.
5. Restrictions on Dividends and Retirement and Issue of Shares
So long as any of the Series 53 Preference Shares are outstanding, the Corporation shall not, without the approval of the
Holders:
(a) declare, pay or set apart for payment any dividends (other than stock dividends payable in shares of the Corporation ranking
as to capital and dividends junior to the Series 53 Preference Shares) on shares of the Corporation ranking as to dividends junior
to the Series 53 Preference Shares;
(b) except out of the net cash proceeds of a substantially concurrent issue of shares of the Corporation ranking as to return of
capital and dividends junior to the Series 53 Preference Shares, redeem or call for redemption, purchase or otherwise pay off,
retire or make any return of capital in respect of any shares of the Corporation ranking as to capital junior to the Series 53
Preference Shares;
(c) redeem or call for redemption, purchase, or otherwise pay off or retire for value or make any return of capital in respect of
less than all of the Series 53 Preference Shares then outstanding; or
(d) except pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching
thereto, redeem or call for redemption, purchase or otherwise pay off, retire or make any return of capital in respect of any
ClassA Preference Shares, ranking as to the payment of dividends or return of capital on a parity with the Series 53 Preference
Shares;
unless, in each such case, all accrued and unpaid Series 53 Dividends up to and including the Series 53 Dividend payable for the
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| last completed Dividend Period, and all accrued and unpaid dividends up to and including the dividend payable for the last
completed period for which dividends were payable on all other shares of the Corporation ranking prior to or on a parity with
the Series 53 Preference Shares with respect to the payment of dividends, have been declared and paid or set apart for payment.
6. Purchase for Cancellation
Subject to applicable law and to the provisions described in Section5, the Corporation may at any time purchase for cancellation
the whole or any part of the Series 53 Preference Shares outstanding from time to time, in the open market through or from an
investment dealer or any firm holding membership on a recognized stock exchange, or by private agreement or otherwise, at the
lowest price or prices at which, in the opinion of the Board of Directors, such shares are obtainable.
7. Voting Rights
The Holders will not (except as otherwise provided by law and except for meetings of the Holders of ClassA Preference Shares as
a class and meetings of the Holders as a series) be entitled to receive notice of, attend, or vote at any meeting of shareholders of
the Corporation unless and until the Corporation shall have failed to pay four semi-annual Series 53 Dividends, whether or not
consecutive and whether or not such dividends have been declared and whether or not there are any monies of the Corporation
properly applicable to the payment of dividends. In the event of such nonpayment, and for only so long as any such dividends
remain in arrears, the Holders will be entitled to receive notice of and to attend each meeting of shareholders of the Corporation
(other than any meetings at which only holders of another specified class or series are entitled to vote) and such Holders shall
have the right, at any such meeting, to one vote for each Series 53 Preference Share held, provided that in respect of the election
of directors, Holders will vote with holders of ClassA Limited Voting Shares and, in certain circumstances, with the holders of
certain other series of the ClassA Preference Shares only in the election of onehalf of the Board of Directors (less the number of
directors which the holders of the ClassA Preference Shares, Series2 may be entitled to elect if dividends on such shares are in
arrears). No other voting rights shall attach to the Series 53 Preference Shares in any circumstances. Upon payment of the entire
amount of all Series 53 Dividends in arrears, the voting rights of the Holders shall forthwith cease (unless and until the same
default shall again arise under the provisions of this Section7).
8. Modifications
The provisions attaching to the Series 53 Preference Shares as a series may be repealed, altered, modified or amended from
time to time with such approval as may then be required by the Business Corporations Act (Ontario), any such approval to be given
in accordance with Section9.
9. Approval of Holders of Series 53 Preference Shares
9.1 Approval
Except as otherwise provided herein, any approval of the Holders with respect to any matters requiring the consent of the
Holders may be given in such manner required by law, subject to a minimum requirement that such approval be given by a
resolution signed by all the Holders of Series 53 Preference Shares or passed by the affirmative vote of at least 66⅔% of the
votes cast by the Holders of Series 53 Preference Shares who voted in respect of that resolution at a meeting of the Holders
duly called for that purpose and at which the Holders of at least 25% of the outstanding Series 53 Preference Shares are present
or represented by proxy. If at any such meeting the Holder(s) of at least 25% of the then outstanding Series 53 Preference
Shares are not present or represented by proxy within onehalf hour after the time appointed for such meeting, then the
meeting shall be adjourned to such date not less than 5days thereafter and to such time and place as may be designated by the
chairman of such meeting, and no notice need be given of such adjourned meeting. At such adjourned meeting, the Holders(s)
of Series 53 Preference Shares represented in person or by proxy may transact the business for which the meeting was
originally called and the Holders of Series 53 Preference Shares then represented in person or by proxy shall form the
necessary quorum. At any meeting of Holders of Series 53 Preference Shares as a series, each such Holder shall be entitled to
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| one vote in respect of each Series 53 Preference Share held. For so long as the 2055 Subordinated Notes are outstanding, no
amendment will be made to the rights, privileges, restrictions and conditions of the Series 53 Preference Shares (other than any
amendments relating to the Class A Preference Shares of the Corporation as a class) without the prior approval of the
registered holders of not less than a majority of the aggregate principal amount of the 2055 Subordinated Notes then
outstanding given in accordance with the provisions of the Indenture.
9.2 Formalities, etc.
The proxy rules applicable to, the formalities to be observed in respect of the giving notice of, and the formalities to be observed
in respect of the conduct of, any meeting or any adjourned meeting of Holders shall be those from time to time prescribed by
the bylaws of the Corporation with respect to meetings of shareholders or, if not so prescribed, as required by law. On every poll
taken at every meeting of Holders of Series 53 Preference Shares, each such Holder entitled to vote thereat shall be entitled to
one vote in respect of each Series 53 Preference Share held.
10. Tax Election
The Corporation shall elect, in the manner and within the time provided under the Tax Act, under subsection191.2(1) of PartVI.1
of the Tax Act, or any successor or replacement provision of similar effect, and take all other necessary action under the Tax Act,
to pay or cause payment of the tax under PartVI.1 of the Tax Act at a rate such that the corporate Holders will not be required to
pay tax on dividends received on the Series 53 Preference Shares under Section187.2 of PartIV.1 of the Tax Act or any successor
or replacement provision of similar effect.
11. Notices
(a) If the Board of Directors determines that mail service is or is threatened to be interrupted at the time when the Corporation is
required or elects to give any notice hereunder by mail, or is required to send any cheque or any share certificate to a Holder of
Series 53 Preference Shares, whether in connection with the redemption or conversion of such share or otherwise, the
Corporation may, notwithstanding the provisions hereof:
(i) give such notice by publication thereof once in a daily English language newspaper of general circulation published in
each of Vancouver, Calgary, Winnipeg, Toronto, Montreal and Halifax, and once in a daily French language newspaper
published in Montreal and such notice shall be deemed to have been validly given on the day next succeeding its
publication in all of such cities; and
(ii) fulfill the requirement to send such cheque or such share certificate by arranging for the delivery thereof to such
Holder by the Transfer Agent at its principal offices in the cities of Vancouver, Toronto and Montreal, and such cheque
and/or share certificate shall be deemed to have been sent on the date on which notice of such arrangement shall have
been given as provided in (a) above, provided that as soon as the Board of Directors determines that mail service is no
longer interrupted or threatened to be interrupted, such cheque or share certificate, if not theretofore delivered to such
Holder, shall be sent by mail as herein provided. In the event that the Corporation is required to mail such cheque or
share certificate, such mailing shall be made by prepaid mail to the registered address of each person who at the date of
mailing is a registered Holder and who is entitled to receive such cheque or share certificate.
(b) Any notice, cheque, invitation for tenders or other communication from the Corporation herein provided for shall be
sufficiently given if delivered or if sent by first class unregistered mail, postage prepaid, to the Holders at their respective
addresses appearing on the books of the Corporation or, in the event of the address of any of such Holders not so
appearing, then at the last address of such Holder known to the Corporation. Accidental failure to give such notice,
invitation for tenders or other communication to one or more Holders shall not affect the validity of the notices,
invitations for tenders or other communications properly given or any action taken pursuant to such notice, invitation
for tender or other communication but, upon such failure being discovered, the notice, invitation for tenders or other
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| communication, as the case may be, shall be sent forthwith to such Holder or Holders.
(c) If any notice, cheque, invitation for tenders or other communication from the Corporation given to a Holder of Series
53 Preference Shares pursuant to paragraph(b) is returned on threeconsecutive occasions because the Holder cannot
be found, the Corporation shall not be required to give or mail any further notices, cheques, invitations for tenders or
other communications to such shareholder until the Holder informs the Corporation in writing of such Holder’s new
address.
12. Interpretation
12.1 Definitions
For the purposes hereof, the following capitalized terms shall have the following meanings, unless the context otherwise
requires:
“2055 Subordinated Notes” means the 6.300% Fixed-to-Fixed Reset Rate Subordinated Notes due January 15, 2055 of
BFI.
“Automatic Exchange Event” means an event giving rise to an automatic exchange of the 2055 Subordinated Notes,
without the consent or action of the holders of such notes and pursuant to the terms and conditions of the Indenture,
into Series 53 Preference Shares, and specifically, meaning the occurrence of any one of the following: (i) the making by
BFI and/or the Corporation of a general assignment for the benefit of their creditors or a proposal (or the filing of a
notice of their intention to do so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding instituted by BFI
and/or the Corporation seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or
insolvent or, where BFI and/or the Corporation are insolvent, seeking liquidation, winding up, dissolution,
reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to
bankruptcy or insolvency in Canada, or seeking the entry of an order for the appointment of a receiver, interim receiver,
trustee or other similar official for BFI and/or the Corporation or any substantial part of their property and assets in
circumstances where BFI and/or the Corporation are adjudged as bankrupt (including any voluntary assignment in
bankruptcy) or insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed over BFI and/or the
Corporation or for any substantial part of their property and assets by a court of competent jurisdiction in
circumstances where BFI and/or the Corporation are adjudged as bankrupt (including any voluntary assignment in
bankruptcy) or insolvent under any law relating to bankruptcy or insolvency in Canada; or (iv) any proceeding is
instituted against BFI and/or the Corporation seeking to adjudicate them as bankrupt (including any voluntary
assignment in bankruptcy) or insolvent, or where BFI and/or the Corporation are insolvent, seeking liquidation, winding
up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law
relating to bankruptcy or insolvency in Canada, or seeking the entry of an order for the appointment of a receiver,
interim receiver, trustee or other similar official for BFI and/or the Corporation or any substantial part of their property
and assets in circumstances where BFI and/or the Corporation are adjudged as bankrupt or insolvent under any law
relating to bankruptcy or insolvency in Canada, and either such proceeding has not been stayed or dismissed within 60
days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an
order for relief against BFI and/or the Corporation or the appointment of a receiver, interim receiver, trustee, or other
similar official for them or for any substantial part of their property and assets).
“BFI” means Brookfield Finance Inc. or any successor that has become such pursuant to the applicable provisions of the
Indenture.
“Board of Directors” means the board of directors of the Corporation.
“Book-Entry System” means the record entry securities transfer and pledge system administered by the Depository in
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| accordance with its operating rules and procedures in force from time to time or any successor system thereof.
“Business Day” means a day other than a Saturday, a Sunday or any other day that is treated as a holiday in the
province of Ontario.
“Depository” means CDS Clearing and Depository Services Inc. or The Depository Trust & Clearing Corporation, as
applicable, and its nominees or any successor carrying on the business as a depository, which is approved by the
Corporation.
“Dividend Payment Date” has the meaning attributed to it in Section2.1.
“Dividend Period” means the period from and including the Issue Date up to and including the next succeeding
Dividend Payment Date and, thereafter, the period from the date following a Dividend Payment Date up to and including
the next succeeding Dividend Payment Date.
“First Reset Date” means January 15, 2035.
“Holder” has the meaning attributed to it in Section2.1.
“Indenture” means the subordinated indenture, dated as of October 16, 2020, among the Corporation, as guarantor,
BFI, and Computershare Trust Company of Canada, as trustee, as supplemented by a second supplemental indenture,
to be dated as of December 17, 2024, among the Corporation, BFI and Computershare Trust Company of Canada.
“Issue Date” means the date on which Series 53 Preference Shares are first issued.
“Perpetual Preferred Share Rate” means the dividend rate payable on the Series 53 Preference Shares from time to
time, being the same rate as the interest rate which would have accrued on the 2055 Subordinated Notes at any such
time if such notes had not been automatically converted into Series 53 Preference Shares upon an Automatic Exchange
Event, and had remained outstanding.
“Redemption Price” has the meaning attributed to it in Section4.
“Series 53 Dividends” has the meaning attributed to it in Section2.1.
“Series 53 Preference Shares” has the meaning attributed to it in the introductory paragraph to these Series 53
Preference Shares Provisions.
“Series 53 Preference Share Provisions” has the meaning attributed to it in the introductory paragraph to these terms
and conditions.
“Tax Act” means the Income Tax Act (Canada).
“Transfer Agent” means TSX Trust Company, a trust company existing under the laws of Canada, Equiniti Trust
Company, LLC, a trust company existing under the laws of the State of New York, as applicable, or such other person as
from time to time may be the registrar and transfer agent for the Series 53 Preference Shares.
12.1 Interpretation of terms
In the provisions herein contained attaching to the Series 53 Preference Shares:
(a) “accrued and unpaid Series 53 Dividends” means the aggregate of (i)all unpaid Series 53 Dividends for any completed
Dividend Period; and (ii)a cash amount calculated as though Series 53 Dividends had been accruing on a day to day basis from
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| but excluding the date on which the last semi-annual dividend was payable up to and including the date to which the
computation of accrued dividends is to be made; provided in the case of each of (i) and (ii), no amount shall be included in the
accrued and unpaid Series 53 Dividends that would result in the duplication in payment by the Corporation of the amount of any
dividend on the Series 53 Preference Shares;
(b) “prior to”, “on a parity with” and “junior to” have reference to the order of priority in payment of dividends and in the
distribution of assets in the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary, or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its
affairs;
(c) in the event that any date on which any Series 53 Dividend is payable by the Corporation, or any date on or by which any
other action is required to be taken by the Corporation or the Holders hereunder, is not a Business Day, then such dividend shall
be payable, or such other action shall be required to be taken, on or by the next succeeding day that is a Business Day;
(d) in the event of the non-receipt of a cheque by a Holder of Series 53 Preference Shares entitled to the cheque, or the loss or
destruction of the cheque, the Corporation, on being furnished with reasonable evidence of non-receipt, loss or destruction, and
an indemnity reasonably satisfactory to the Corporation, will issue to the Holder a replacement cheque for the amount of the
original cheque;
(e) the Corporation will be entitled to deduct or withhold from any amount payable to a Holder of Series 53 Preference Shares
under these Series 53 Preference Shares Provisions any amount required by law to be deducted or withheld from that payment;
(f) reference to any statute is to that statute as in force from time to time, including any regulations, rules, policy statements or
guidelines made under that statute, and includes any statute which may be enacted in substitution of that statute;
(g) all dollar amounts herein are expressed in United States dollars and references to “$” are to United States dollars;
(h) if it is necessary to convert any amount into United States dollars, the Board of Directors will select an appropriate method
and rate of exchange to convert any non-United States currency into United States dollars; and
(i) all references herein to a Holder of Series 53 Preference Shares shall be interpreted as referring to a registered Holder of the
Series 53 Preference Shares.
13. Book-Entry Only System
13.1 Transfers etc. Through Participants
If the Series 53 Preference Shares are held through the BookEntry System then the beneficial owner thereof shall provide
instructions with respect to Series 53 Preference Shares only to the Depository participant through whom such beneficial owner
holds such Series 53 Preference Shares and registrations of ownership, transfers, purchases, surrenders and exchanges of Series
53 Preference Shares will be made only through the Book–Entry System. Beneficial owners of Series 53 Preference Shares will
not have the right to receive share certificates representing their ownership of the Series 53 Preference Shares.
13.2 Depository is Registered Holder
For the purposes of these Series 53 Preference Share Provisions, as long as the Depository, or its nominee, is the registered
Holder of the Series 53 Preference Shares, the Depository, or its nominee, as the case may be, will be considered the sole Holder
of the Series 53 Preference Shares for the purpose of receiving notices or payments on or in respect of the Series 53 Preference
Shares, including payments of Series 53 Dividends, the Redemption Price or accrued and unpaid Series 53 Dividends.
14. Fractional Shares
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| The Series 53 Preference Shares may be issued in whole or in fractional shares. Each fractional Series 53 Preference Share shall
carry and be subject to the rights, privileges, restrictions and conditions (including voting rights and dividend rights) of the Series
53 Preference Shares in proportion to the applicable fractions.
D. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter
"None":
Not amended
E. Other provisions:
Not amended
4. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business
Corporations Act.
5. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation
on:
December 16, 2024
The articles have been properly executed by the required person(s).
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Exhibit 99.3
 |
79 Wellington St. W., 30th Floor
Box 270, TD South Tower
Toronto, Ontario M5K 1N2 Canada |
| P. 416.865.0040 | F. 416.865.7380 |
December 17, 2024
Brookfield Corporation
Brookfield Finance Inc.
Brookfield Place
181 Bay Street
Suite 100, P.O. Box 762
Toronto, Ontario M5J 2T3
Dear Sirs/Mesdames:
Re: Consent of Torys LLP
We hereby consent to the reference
to our name under the heading “Legal Matters” and to the reference to our name and to the use of our opinions under
the heading “Certain Canadian Federal Income Tax Considerations” in the Prospectus Supplement dated December 10,
2024 relating to the offering by Brookfield Finance Inc. of US$700,000,000 aggregate principal amount of 6.300% Fixed-to-Fixed Reset Rate
Subordinated Notes due 2055, which has been filed under the joint registration statement of Brookfield Corporation and Brookfield Finance
Inc. on Form F-10 (File Nos. 333-279601 and 333-279601-02). In giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Yours truly,
/s/ Torys LLP
Exhibit 99.4
December 17, 2024
To: The United States Securities and Exchange
Commission
Brookfield Corporation
Brookfield Finance Inc. (together, the "Company")
We refer to the Company's registration statement
on Form F-10 (File Nos. 333-279601 and 333-279601-02), as the same may hereafter be amended or supplemented.
In connection with the Prospectus Supplement of
the Company dated December 10, 2024 (the “Prospectus Supplement”), we consent to the reference to our firm’s
name under the heading “Legal Matters”, and consent to the use of our firm’s name and reference to our opinion under
the heading “Certain Canadian Federal Income Tax Considerations”.
Yours truly,
/s/ Goodmans LLP
Brookfield (PK) (USOTC:BXDIF)
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