Brookfield Reinsurance Ltd. filed this 6-K on June 28, 2024 (2024)

Notes:

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If all director nominees are elected at the meeting, the board will be comprised of 10directors, which the company considers an appropriate number given the diversity of its operations and the need for a variety of experiences and backgrounds to effectively oversee the governance of the company and provide strategic advice tomanagement. The company reviews the expertise of incumbent and proposed directors in numerous areas, including those listed in the chart below.

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(a) Michele Coleman Mayes and Lori Pearson joined the board of our company on August 8, 2023.

Appointment of External Auditor

On recommendation of the audit committee of the board (the “Audit Committee”), the board proposes the reappointment ofDeloitte LLP as the external auditor of the company. Deloitte LLP, including the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates (collectively, “Deloitte”), is the principal external auditor of thecompany. Deloitte has served as the external auditor of the company since December14, 2020. The appointment of the external auditor must be approved by: (i)a majority of the votes cast by holders of class A exchangeable shares, and(ii)a majority of the votes cast by the holder of class B shares.

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

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Principal Accounting Firm Fees

Aggregate fees billed to the company for the fiscal year ended December31, 2023 by Deloitte amounted to approximately$13.7million, the entire amount representing audit and audit-related fees. Fees reported for a particular year include differences between actual and planned amounts from the prior year, if applicable.

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

The table below summarizes the fees for professionalservices rendered by Deloitte LLP for the audit of our annual financial statements for the year ended December 31, 2023. A majority of the fees to Deloitte LLP are billed and settled in Canadian dollars. In order to provide comparability with ourcompany’s financial statements, which are reported in U.S. dollars, all Canadian dollar amounts in the table have been converted to U.S. dollars at an average annual rate.

Our Audit Committee pre-approves all audit and non-audit services provided to our company by Deloitte LLP.

The Audit Committee has received representations from Deloitte regarding its independence and has considered the relations described above inarriving at its determination that Deloitte is independent of the company in the context of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

Return of Capital Distributions and Capital Reductions

The declaration and payment of distributions on our company’s shares are at the discretion of the board and may be in the form of adividend or, subject to shareholder approval, a return of capital distribution or a combination thereof. As our exchangeable shares are intended to be, as nearly as practicable, economically equivalent to Brookfield ClassA Shares, alldistributions on our exchangeable shares have been paid at the same time and in the same amount as cash dividends paid on the Brookfield ClassA Shares. Since September29, 2021, the company has paid all quarterly distributions on theexchangeable shares and class B shares in the form of returns of capital and intends to continue to do so to the extent possible in the future. Any return of capital distributions and corresponding reductions to the company’s authorized sharecapital by the company require shareholder approval under Bermuda corporate law and our bye-laws.

The aggregate amount of the distributions that shareholders are being asked to approve in the Return of Capital Resolution is not indicativeof the distributions that will actually be declared or paid by the company. As noted above, it is expected that distributions on our exchangeable shares will be paid at the same time and in the same amount as cash dividends are paid on theBrookfield ClassA Shares. The aggregate amount of the distributions that shareholders are being asked to approve in the Return of Capital Resolution represents the maximum amount of return of capital

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distributions that the company will be authorized to make in the applicable periods, and is intended to provide the company with sufficient flexibility to accommodate changes that may occurbefore the next general meeting of shareholders meeting, including the Re-Designation Amendments, potential increases in the number of shares outstanding, conversions of the class A-1 exchangeable shares into class A exchangeable shares and any increases in the cash dividends paid on the Brookfield ClassA Shares.

Subject to the provisions of the Bermuda Act and our bye-laws (including the Certificate ofDesignations relating to the ClassA Junior Preferred Shares, Series 1 and ClassA Junior Preferred Shares, Series 2), holders of ClassA Junior Preferred Shares, Series 1 and ClassA Junior Preferred Shares, Series 2 areentitled to receive as and when declared by the board, a fixed cumulative preferential cash distribution of $1.125 per ClassA Junior Preferred Share, Series 1 and $1.125 per ClassA Junior Preferred Share, Series 2 per annum. If and whendeclared by the board, such cumulative distribution payments are to be payable on or about September15 and December15 in each fiscal year for the ClassA Junior Preferred Share, Series 2 and for the ClassA Junior PreferredShare, Series 1, respectively. The board may declare distributions on the ClassA Junior Preferred Shares, Series 1 and ClassA Junior Preferred Shares, Series 2 at its discretion, in the form of a dividend or a return of capitaldistribution. Brookfield Corporation is the holder of all the issued ClassA Junior Preferred Shares, Series 1 and ClassA Junior Preferred Shares, Series 2.

The board recommends that the shareholders vote for the Return of Capital Resolution to approve:

The board recommends that you vote FOR the Return of Capital Resolution, the full text of which is set out in Appendix “A” –“Resolutions to be Approved at the Meeting”.

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Name Change

Since our company was spun off of Brookfield Corporation in 2021, our insurance offerings have diversified significantly. Through oursubsidiaries, our company offers a range of retirement services, wealth protection products and tailored capital solutions focused on securing the financial futures of individuals and institutions. Due to the fact that our company is a “pairedentity” to Brookfield Corporation, holders of our exchangeable shares benefit from the growth and diversification of our business as part of the overall growth and success of Brookfield Corporation. At the meeting, our company will be seekingapproval from our shareholders to authorize our company to change its name from “Brookfield Reinsurance Ltd.” to “Brookfield Wealth Solutions Ltd.” (the “Name Change”) in order to better reflect the nature of ourbusiness and our relationship with overall Brookfield.

Although shareholder approval of the Name Change Resolution is being sought at themeeting, the Name Change would only become effective at a date in the future to be determined by our board when it considers it to be in the best interests of the company to implement the Name Change. Under ourbye-laws, prior written consent of the holder of our class C shares, is required for the Name Change and such consent has been obtained. The proposed name change is also subject to certain regulatoryapprovals, including the approval of the TSX, NYSE and the prior consent of the Bermuda Registrar of Companies. In connection with the Name Change, following receipt of shareholder approval, our company will apply to the NYSE and the TSX to changeits symbol to “BNT”. The TSX has conditionally approved the Name Change, subject to our company fulfilling all of the requirements of the TSX.

The board recommends that you vote FOR the Name Change Resolution, the full text of which is set out in Appendix “A” –“Resolutions to be Approved at the Meeting”.

Simplification of Our Capital Structure

The simplification and enhancement of our capital structure consists of two separate resolutions: theBye-Law Amendment Resolution and the Re-Designation Resolution. The Bye-Law Amendment Resolution must be approved by a majorityof the votes cast by holders of class A exchangeable shares and the holder of the class B shares voting in each case as a separate class. In accordance with applicable law and our bye-laws, the Bye-Law Amendment Resolution must also be approved the holder of our class C shares (Brookfield Corporation), voting as a separate class. The Re-Designation Resolutionrequires the approval by a majority of the votes cast by holders of class A-1 exchangeable shares.

These proposed amendments will allow all investors to invest in a single class of listed securities of our company without having to limittheir ownership such that the number of shares they hold represents less than 10% of the voting shares of our company, which is an ownership threshold for insurance regulatory purposes in most of the jurisdictions in which we operate. We expectthese changes will also enhance the liquidity of our listed shares since there will be one combined class with more than 40million outstanding securities following the re-designation of the class A-1 exchangeable shares.

Bye-Law Amendments

At the meeting, you will be asked to consider and vote on the Bye-Law Amendment Resolution, which isdesigned to simplify and enhance our capital structure as noted above and will make other clarifying amendments as described below.

Details of Bye-Law Amendments

The full text of Bye-Law AmendmentResolution is set forth in Appendix “A” of this Circular, and seeks approval from our company’s shareholders to make certain amendments to our bye-laws, which will:

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Voting Restriction and Automatic Redesignation

As noted above, the proposed bye-law amendments implement a voting restriction on the class Aexchangeable shares whereby no shareholder will be able to vote more than 9.9% of the outstanding class A exchangeable shares of our company. This voting restriction will be implemented by deeming any shares held by a shareholder that exceed the9.9% threshold to carry no voting rights in the hands of the 9.9% shareholder and re-allocating such voting rights pro rata among all other holders of class A exchangeable shares based on theirshareholdings. In the event that the re-allocation of voting rights would result in the creation of a new shareholder being able to vote more than 9.9% of the outstanding class A exchangeable shares of our company, such re-allocation will occur repeatedly until there is no shareholder with more than 9.9% of the voting rights.

The automatic redesignation of all issued and outstanding class A-1 exchangeable shares into class Aexchangeable shares will result in investors who currently hold class A-1 exchangeable shares, receiving voting rights in respect of our company.

For investors who currently hold our class A-1 exchangeable shares or who will hold less than 10% ofthe outstanding exchangeable shares, on a combined basis, the automatic redesignation, combined with the voting restriction, may have the effect of increasing their voting rights relative to their economic interest, given that any excess votingrights held by a particular investor above the 9.9% threshold shall be re-allocated pro rata among all other holders of class A exchangeable shares based on their shareholdings. Conversely, theautomatic re-designation and voting restriction will, respectively, have the effect of (i)diluting the voting rights of investors who currently hold class A exchangeable shares, since the total number ofclass A exchangeable shares outstanding will increase as a result of the automatic redesignation; and (ii)reducing the absolute voting power of any investor who currently holds more than 9.9% of the class A exchangeable shares. In addition,the voting restriction will mean that any holder with a greater than 9.9%

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economic interest in the class A exchangeable shares will always have voting rights that are less than proportionate to the holder’s economic interest.

Please see below for an example of how the voting restriction would work, which assumes 1,000 total class A exchangeable shares outstanding asof the record date. The example is included for illustrative purposes only and does not represent actual ownership of shares or votes at the meeting.

 ⁽¹⁾ Represents shares held by allother public shareholders in aggregate, without any one individual holding more than 9.9% of the class A exchangeable shares.

In theexample above, the voting restriction results in 31 votes being removed from the 10% holder and re-allocated pro rata among John Doe, Jane Doe and the other holders of class A exchangeable shares basedon their shareholdings such that their voting power is increased as illustrated in the table above.

Please refer to Appendix“B” of this Circular for an extract of the proposed amendment (which presents a blackline of all proposed amendments to our bye-laws except for all instances where the current name of our company andthe current name and trading symbols of Brookfield Corporation have been updated). To view a blackline of the proposed third amended and restated bye-laws (as amended and restated) in their entirety, pleasevisit the following link: https://bnre.brookfield.com/corporate-governance/governance-documents under the heading “Bye-Laws”.

Approvals Required

The Bye-Law Amendment Resolution must be approved by a majority of the votes cast by holders of classA exchangeable shares and the holder of the class B shares voting in each case as a separate class. In accordance with applicable law and our bye-laws, the Bye-LawAmendment Resolution must also be approved by the holder of our class C shares (Brookfield Corporation), voting as a separate class.

Inaccordance with our bye-laws, because holders of class A exchangeable shares will have the rights attaching to their shares varied pursuant to the Bye-Law AmendmentResolution, the quorum for the Bye-Law Amendment Resolution at the meeting shall consist of two persons holding or representing by proxy at least one-third of the issuedand outstanding class A exchangeable shares, and at least one holder of class B shares.

Related parties of our company hold exchangeableshares and such related parties will therefore be impacted by the Bye-Law Amendment Resolution and Re-Designation Resolution (in the same way as all other holders ofexchangeable shares). As a result, implementation of each of the Bye-Law Amendment Resolution and Re- Designation Resolution will constitute a “related party transaction” for purposes of MultilateralInstrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). MI61-101 requires, among other things, issuers to obtain formal valuations and minority shareholder approval of related party transactions, absent the availability of applicable exemptions set forth in MI 61-101. Our company is relying on an exemption from the formal valuation and minority shareholder approval requirements contained in MI 61-101 that is available when neitherthe fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of the issuer’s market capitalization. Given that our company’smarket capitalization, as defined in MI 61-101, is based upon the value of our class C shares as the only “equity securities”

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of our company, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25%of our company’s market capitalization, and therefore our company is exempt from the formal valuation and minority approval requirements set forth in MI 61- 101.

Notwithstanding that our company is exempt from the minority approval requirements set forth in MI61-101, we are nevertheless seeking to obtain “minority approval” (as defined in MI 61-101) in connection with theBye-Law Amendment Resolution pursuant to section 5.6 of MI 61-101 and in accordance with Part 8 of MI 61-101. BrookfieldCorporation, by virtue of owning, directly or indirectly, 100% of the class C shares is the sole holder of “affected securities” (as defined in MI 61-101). As a result, the Bye-Law Amendment Resolution must be approved by a majority of the votes cast by holders of class A exchangeable shares, the holder of the class B shares and the holder of the class C shares, voting in each case asa separate class.

Approval of both the Re-Designation Resolution and the Bye-Law Amendment Resolution must be obtained in order for the Re-Designation Amendment contemplated by such resolutions to be completed. If the Bye-Law Amendment Resolution is not approved by the holders of class A exchangeable shares, the holder of the class B shares and the holder of class C shares, then theRe-Designation Amendment contemplated by the Re-Designation Resolution will not be completed even if the Re-DesignationResolution is approved by holders of class A-1 exchangeable shares. If the Bye-Law Amendment Resolution is approved at the meeting but theRe-Designation Resolution is not approved by holders of class A-1 exchangeable shares, then the bye-law amendments ascontemplated by the Bye-Law Amendment Resolution will be completed except for the updates required for the Re-Designation Amendment.

Although shareholder approval of the Bye-Law Amendment Resolution and the Re-Designation Resolution is being sought at the meeting, the bye-law amendments contemplated by the Bye-Law Amendment Resolution willonly become effective at a date in the future to be determined by our board. Our company currently anticipates implementing the Re-Designation Amendment during the third fiscal quarter and will provide atleast 5 days in advance notice of the effective date by press release. The bye-law amendments contemplated by the Bye-Law Amendment Resolution (including theimplementation of the voting restriction) will become effective prior to the Re- Designation Amendment being implemented.

The boardrecommends that you vote FOR the Bye-Law Amendment Resolution, the full text of which is set out in Appendix “A” – “Resolutions to be Approved at the Meeting”.

Re-Designation Resolution

Holders of class A-1 exchangeable shares will be asked to consider and vote on the Re-Designation Resolution, the full text of which is set forth in Appendix “A” of this Circular. The Re-Designation Resolution seeks the approval from holders ofclass A-1 exchangeable shares to authorize our company to make certain amendments to our bye-laws, which result in a variation of the rights attaching to their shares, and which will provide for the automaticre-designation of all issued and outstanding class A-1 exchangeable shares of our company into class A exchangeable shares on aone-for-one basis. The amendments are designed to simplify and enhance our capital structure as described above.

The Re-Designation Resolution is subject to the Bye-LawAmendment Resolution described above being approved by the holders of class A exchangeable shares, the holder of the class B shares and the holder of class C shares. If the Bye-Law Amendment Resolutiondescribed above is not approved, then the bye-law amendments to effect the Re- Designation Amendment will not be completed even if the Re-Designation Resolution isapproved at the meeting.

Please refer to Appendix “B” of this Circular for an extract of the proposed amendment (which presentsa blackline of all proposed amendments to our bye-laws except for all instances where the current name of our company and the current name and trading symbols of Brookfield Corporation have been updated). Toview a blackline of the proposed third amended and restated bye-laws (as amended and restated) in their entirety, please visit the following link: https://bnre.brookfield.com/corporate-governance/governance-documents under the heading“Bye-Laws”.

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Conditions Precedent to Implementing the Re-DesignationResolution

The re-designation of all issued and outstanding class A-1 exchangeable shares of our company into class A exchangeable shares is subject to the following conditions: (i)the approval of the Re-Designation Resolution byholders of class A-1 exchangeable shares; (ii)the approval of the Bye-Law Amendment Resolution by a majority of the votes cast by holders of class A exchangeableshares, the holder of the class B shares and the holder of class C shares, voting in each case as a separate class; (iii)the approval of the NYSE in connection with the listing of additional class A exchangeable shares that will be outstandingas a result of the Re-Designation Amendment; (iv)receipt of all required regulatory approvals, and consents, if any; and (v)the existence of no legal prohibition or ruling from a court of competentjurisdiction that would prevent our company from effecting the Re-Designation Amendment. As a result, although shareholder approval of the Re-Designation Resolution isbeing sought at the meeting, the re-designation will only occur following the meeting on a date determined by our board once all applicable conditions have been satisfied.

Our company currently anticipates implementing the Re-Designation Amendment during the third fiscalquarter and will provide at least 5 days advance notice of the effective date by press release. The bye-law amendments contemplated by the Bye-Law Amendment Resolution(including the implementation of the voting restriction) will become effective prior to the Re-Designation Amendment being implemented.

Shareholders of our company are not entitled to a dissent right on the Re-Designation Resolution,however, in accordance with the Companies Act of Bermuda, any holder or holders, singly or aggregately holding not less than ten percent of the issued and outstanding class A-1 exchangeable shares may apply toa court of competent jurisdiction to have the variation of rights contemplated by the Re-Designation Amendment cancelled.

The re-designation that may be effected by the Re-DesignationAmendment pursuant to the Re-Designation Resolution will not affect the par value of each class A-1 exchangeable share or the class A exchangeable shares.

Approvals Required

The Re-Designation Resolution must be approved by a majority of the votes cast by holders of class A-1 exchangeable shares voting as a separate class. In accordance with our bye-laws, because holders of class A-1 exchangeable shares will have the rights attaching to their shares varied pursuant to theRe-Designation Resolution, the quorum for the Re- Designation Resolution at the meeting shall consist of two persons holding or representing by proxy at least one-thirdof the issued and outstanding class A-1 exchangeable shares.

Approval ofboth the Re-Designation Resolution and the Bye-Law Amendment Resolution must be obtained in order for theRe-Designation Amendment contemplated by such resolutions to be completed. If the Bye-Law Amendment Resolution described above is not approved by a majority of thevotes cast by holders of class A exchangeable shares, the holder of the class B shares and the holder of class C shares, voting in each case as a separate class, then the bye-law amendments to effect the Re-Designation Amendment will not be completed even if the Re- Designation Resolution is approved at the meeting.

The board recommends that you vote FOR the Re-Designation Resolution, the full text of which is setout in Appendix “A” – “Resolutions to be Approved at the Meeting”.

Securities Law Considerations Regarding the Re-Designation Resolution

The re-designation that may beeffected by the bye-law amendments pursuant to the Re-Designation Resolution is not being registered pursuant to the Securities Act of 1933 (the “SecuritiesAct”) pursuant to an exemption from registration under Section3(a)(9) of the Securities Act. We believe that class A exchangeable shares outstanding after the effectiveness of the Re-DesignationAmendment, other than any such shares held by affiliates of our company within the meaning of the Securities Act, and other than any class A exchangeable shares that may be “restricted securities” within the meaning of Rule 144 under theSecurities Act, may be offered for sale and sold in the same manner as the existing class A exchangeable shares without additional registration under the Securities Act. Affiliates of our company and holders of any restricted securities are advisedto sell class A exchangeable shares held after the

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Re-Designation Amendment only in transactions that comply with Rule 144 or in other transactions that are exempt from the registration requirements or areotherwise permitted under the Securities Act. Persons who may be deemed to be affiliates of our company for such purposes generally include individuals or entities that control, are controlled by or are under common control with our company andinclude directors and executive officers of our company.

Certain Material Income Tax Considerations

Certain Material Canadian Federal Income Tax Considerations

The following discussion summarizes the principal Canadian federal income tax consequences under the Income Tax Act (Canada) (the “TaxAct”) and the regulations thereunder with respect to (A)the re-designation of all of our issued and outstanding class A-1 exchangeable shares into class Aexchangeable shares on a one-for-one basis pursuant to the Re-Designation Amendment, and (B)the implementation of a votingrestriction with respect to the class A exchangeable shares whereby no shareholder will be permitted to vote more than 9.9% of the outstanding class A exchangeable shares of our company, even if their economic ownership exceeds 9.9%, to a holder ofclass A exchangeable shares and/or class A-1 exchangeable shares who is a beneficial owner of such shares, and who, at all relevant times, for the purposes of the Tax Act, (i)deals at arm’s lengthwith our company and Brookfield Corporation, (ii) is not affiliated with our company or Brookfield Corporation and (iii)holds the exchangeable shares and any Brookfield ClassA Shares as capital property (a “Holder”).Generally, the exchangeable shares and Brookfield ClassA Shares will be capital property to a Holder provided the Holder does not acquire or hold such shares in the course of carrying on a business of trading or dealing in securities and hasnot acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary assumes thatour company is not and will not become, at any time, a resident of Canada for the purposes of the Tax Act. If our company is (or becomes) resident in Canada for the purposes of the Tax Act, the Canadian federal income tax consequences to a Holderwill be different in some material respects from those described in this summary.

This summary is not applicable to a Holder:(i)that is a “specified financial institution” (as defined in the Tax Act), (ii) that is a “financial institution” for purposes of the“mark-to-market property” rules in the Tax Act, (iii)an interest in which is a “tax shelter investment” (as defined in the Tax Act), (iv) thatreports its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency, (v)in respect of whom our company is or will be, at any time, a “foreign affiliate” for the purposes of the Tax Act,(vi)that has or will enter into a “derivative forward agreement” or a “dividend rental arrangement” (each as defined in the Tax Act) in respect of the exchangeable shares or Brookfield ClassA Shares, (vii)thatis a partnership, or (viii)that is exempt from tax under the Tax Act. Such Holders should consult their own tax advisers. This summary does not address the deductibility of interest on money borrowed with respect to the exchangeable shares orBrookfield ClassA Shares.

This summary is based on the current provisions of the Tax Act and the regulations thereunder, andcounsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing prior to the date hereof. This summary takes into account all specificproposals to amend the Tax Act publicly announced by or on behalf of the Minister prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, noassurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative,administrative or judicial action or decision, nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice toany particular Holder, and no representations concerning the tax consequences to any particular Holder or prospective Holder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, Holders ofexchangeable shares should consult their own tax advisers with respect to the tax consequences to them of the Re-Designation Amendment and the voting restriction having regard to their own particularcirc*mstances.

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Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding ordisposition or deemed disposition of exchangeable shares or Brookfield ClassA Shares must be expressed in Canadian currency. Amounts denominated in another currency must be converted into Canadian currency using the applicable rate of exchange(pursuant to the Tax Act) quoted by the Bank of Canada on the date such amounts arose, or such other rate of exchange as is acceptable to the CRA.

Taxation of Holders Resident in Canada

The following portion of the summary is applicable to a Holder who, at all relevant times is resident or is deemed to be resident in Canadaunder the Tax Act (a “Resident Holder”).

Consequences of the Re-Designation Amendment

The re-designation of a class A-1 exchangeableshare into a class A exchangeable share pursuant to the Re-Designation Amendment should not result in the realization of a capital gain or capital loss by a Resident Holder. A Resident Holder’s cost of aclass A exchangeable share acquired on the re-designation of a class A-1 exchangeable share will generally be equal to the adjusted cost base to the Resident Holderimmediately before the re-designation of the class A-1 exchangeable share so re-designated. The cost of a class A exchangeableshare received as a result of the re-designation by the Resident Holder will be averaged with the adjusted cost base of all other class A exchangeable shares, if any, held by the Resident Holder as capital property at such time for the purpose ofdetermining thereafter the adjusted cost base of each class A exchangeable share held by the Resident Holder.

For a detailed discussionregarding the Canadian federal income tax consequences to Resident Holders of holding and disposing of class A exchangeable shares received on a re-designation of classA-1 exchangeable shares and the eligibility for investment thereof, see the discussion in Item 10.E “Taxation – Certain Material Canadian Federal Income Tax Considerations – Taxation of HoldersResident in Canada” and “Taxation – Certain Material Canadian Federal Income Tax Considerations – Eligibility for Investment” in our most recent annual report on Form 20-F.

Subsequent to the date of our most recent annual report on Form 20-F, Proposed Amendments released onJune10, 2024 in general propose to increase the capital gains inclusion rate for capital gains realized on or after June 25, 2024 from one-half to two-thirds forcorporations and certain trusts, and from one-half to two-thirds for individuals (other than certain trusts) on the portion of capital gains realized, including capitalgains realized directly or indirectly through a trust or partnership, in a taxation year (net of any capital losses realized in the year and any net capital losses that are carried forward or back to the year) that exceed $250,000. Correspondingchanges are also proposed with respect to the rules calculating the portion of capital losses that are deductible. Such Proposed Amendments also provide for transitional rules and other consequential amendments. Holders who may be subject to theincreased capital gains inclusion rate as a result of these Proposed Amendments should consult their own tax advisors.

Consequences of the VotingRestriction

The implementation of the voting restriction with respect to the class A exchangeable shares should not result in therealization of a capital gain or capital loss by a Resident Holder. A Resident Holder’s cost of a class A exchangeable share after the implementation of the voting restriction will generally be equal to the adjusted cost base to the ResidentHolder immediately before the implementation of the voting restriction with respect to such class A exchangeable share.

Taxation of Holders notResident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, for thepurposes of the Tax Act, is not, and is not deemed to be, resident in Canada and does not use or hold the exchangeable shares in a business carried on in Canada (a “Non-Resident Holder”).Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere.

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Consequences of the Re-Designation Amendment

The re-designation of a class A-1 exchangeable share into aclass A exchangeable share pursuant to the Re-Designation Amendment should not result in the realization of a capital gain or capital loss by a Non-Resident Holder. ANon- Resident Holder’s cost of a class A exchangeable share acquired on the re-designation of a class A-1 exchangeable share will generally be equal to the adjustedcost base to the Non-Resident Holder immediately before the re- designation of the class A-1 exchangeable share so re-designated.The cost of a class A exchangeable share received as a result of the re-designation by the Non-Resident Holder will be averaged with the adjusted cost base of all otherclass A exchangeable shares, if any, held by the Non-Resident Holder as capital property at such time for the purpose of determining thereafter the adjusted cost base of each class A exchangeable share held bythe Non-Resident Holder.

For a detailed discussion regarding the Canadian federal income taxconsequences to Non-Resident Holders of holding and disposing of class A exchangeable shares received on a re-designation of classA-1 exchangeable shares, see the discussion in Item 10.E “Taxation – Certain Material Canadian Federal Income Tax Considerations – Taxation of Holders Not Resident in Canada” in our mostrecent annual report on Form 20-F.

Subsequent to the date of our most recent annual report onForm 20-F, Proposed Amendments released on June10, 2024 in general propose to increase the capital gains inclusion rate for capital gains realized on or after June 25, 2024 from one-half to two-thirds for corporations and certain trusts, and from one-half to two-thirds forindividuals (other than certain trusts) on the portion of capital gains realized, including capital gains realized directly or indirectly through a trust or partnership, in a taxation year (net of any capital losses realized in the year and any netcapital losses that are carried forward or back to the year) that exceed $250,000. Corresponding changes are also proposed with respect to the rules calculating the portion of capital losses that are deductible. Such Proposed Amendments also providefor transitional rules and other consequential amendments. Holders who may be subject to the increased capital gains inclusion rate as a result of these Proposed Amendments should consult their own tax advisors.

Consequences of the Voting Restriction

The implementation of the voting restriction with respect to the class A exchangeable shares should not result in the realization of a capitalgain or capital loss by a Non-Resident Holder. A Non-Resident Holder’s cost of a class A exchangeable share after the implementation of the voting restriction willgenerally be equal to the adjusted cost base to the Non-Resident Holder immediately before the implementation of the voting restriction with respect to such class A exchangeable share.

Certain Material United States Federal Income Tax Considerations

The following discussion summarizes certain material U.S. federal income tax consequences generally applicable to U.S. Holders with respect to(i)the re-designation of all of our issued and outstanding class A-1 exchangeable shares into class A exchangeable shares on a one-for-one basis pursuant to the Re-Designation Amendment and (ii)the implementation of a voting restriction with respect to the class A exchangeable shareswhereby no shareholder will be permitted to vote more than 9.9% of the outstanding class A exchangeable shares of our company, even if their economic ownership exceeds 9.9%. This discussion is based on current provisions of the Internal Revenue Codeof 1986, as amended (the “Code”), the regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions, published positions of the Internal Revenue Service (the “IRS”), and otherapplicable authorities, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, and to differing interpretations. This discussion does not address all U.S. federal tax laws (such as estate orgift tax laws), nor does it address any aspects of U.S. state or local or non-U.S. taxation. We do not intend to seek any ruling from the IRS or opinion of counsel regarding the U.S. federal income taxconsequences discussed below. There can be no assurance that the IRS will not challenge the conclusions reflected herein or that a court would not sustain any such challenge. This discussion only addresses persons that hold exchangeable shares ascapital assets for U.S. federal income tax purposes (generally, property held for investment).

This discussion does not constitute taxadvice and does not address all aspects of U.S. federal income taxation that may be relevant to particular holders of exchangeable shares in light of their personal circ*mstances, or to any holders subject to special treatment under the Code, suchas banks and other financial institutions; real estate investment trusts and regulated investment companies; traders in securities who elect to apply a mark-to-marketmethod of accounting; tax-exempt organizations or governmental organizations; insurance companies; dealers or brokers in securities;

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individual retirement and other tax-deferred accounts; persons whose functional currency is not the U.S. dollar; U.S. expatriates and former citizens orlong-term residents of the United States; persons subject to the alternative minimum tax; persons who own (directly, indirectly, or constructively) 10% or more of the total voting power of all classes of shares entitled to vote or of the total valueof all classes of shares of either of our company or Brookfield Corporation; persons who hold their exchangeable shares as part of a straddle, hedging, conversion, constructive sale, wash sale, or other integrated or similar transaction;partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes (and investors therein); persons who are subject to special tax accounting rules under Section451(b) of the Code; and persons whor*ceived their exchangeable shares through the exercise of employee stock options or otherwise as compensation or through tax-qualified retirement plans.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of class A exchangeable shares or class A-1 exchangeable shares that for U.S. federal income tax purposes is:

If a partnership, including for this purpose any arrangement or entity that istreated as a partnership for U.S. federal income tax purposes, holds exchangeable shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Holders that arepartnerships for U.S. federal income tax purposes and the partners in such partnerships are urged to consult their tax advisers regarding the U.S. federal income tax consequences of the Re-DesignationAmendment and the voting restriction.

An exchange right that is not a component of exchangeable stock—such as the exchange rightsassociated with the exchangeable shares under the Amended and Restated Rights Agreement dated March21, 2023, among the rights agent, our company, and Brookfield Corporation—may be treated for certain U.S. federal income tax purposes asseparate property other than stock. We believe the exchange rights associated with the exchangeable shares have only nominal value, and the following discussion assumes that this treatment of the exchange rights as having only nominal value iscorrect. U.S. Holders are urged to consult their tax advisers regarding the proper treatment of the exchangeable shares and related rights for U.S. federal income tax purposes.

This discussion is for informational purposes only and is not tax advice. No statutory, judicial, or administrative authority directlyaddresses the treatment of a security similar to the exchangeable shares for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences described herein are uncertain. Holders of exchangeable shares are urged to consulttheir tax advisers regarding the U.S. federal income tax consequences to them of the Re-Designation Amendment and the voting restriction in light of their particular circ*mstances, as well as any taxconsequences arising under the U.S. federal tax laws other than those pertaining to income tax, including estate or gift tax laws, or under any state, local, or non-U.S. tax laws or any applicable income taxtreaty.

Characterization of the Exchangeable Shares

The U.S. federal income tax consequences to U.S. Holders of the Re-Designation Amendment and thevoting restriction depend, in part, on whether the exchangeable shares are, for U.S. federal income tax purposes, treated as stock of our company. No authority directly addresses the U.S. federal income tax treatment of a security with terms andrelated rights similar to the exchangeable shares, and therefore the tax treatment of the exchangeable shares is uncertain. We treat the exchangeable shares as stock of our company for all U.S. federal income tax purposes,

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including for U.S. federal income tax reporting purposes, and we believe that U.S. Holdershave a reasonable basis for taking this position. However, alternative characterizations are possible. For example, the IRS or a court might characterize the exchangeable shares and related rights as stock of Brookfield Corporation or as derivativefinancial instruments, with complex and uncertain tax consequences, as described in greater detail below. Moreover, no assurance can be provided that the IRS or a court will agree with our position that the exchangeable shares constitute stock ofour company, and the U.S. federal income tax consequences of an alternative characterization of the exchangeable shares could be materially adverse to U.S. Holders.

Consequences of the Re-Designation Amendment

Consequences if the ClassA-1 Exchangeable Shares Are Treated as Stock of Our Company

We treat the class A-1 exchangeable shares as stock of our company for all U.S. federalincome tax purposes, although the tax treatment of the class A-1 exchangeable shares is uncertain, as discussed above. If the class A-1 exchangeable shares are treatedas stock of our company, the re-designation of class A-1 exchangeable shares into class A exchangeable shares pursuant to theRe-Designation Amendment should qualify as a tax-free reorganization within the meaning of Section368(a) of the Code. Because there-designation is not part of a plan to periodically increase any shareholder’s proportionate interest in the assets or earning and profits of our company, there-designation should not result in a constructive distribution to any U.S. Holder for U.S. federal income tax purposes. Accordingly, subject to the discussion below under the heading “—AdditionalTax Considerations,” and assuming that the class A-1 exchangeable shares are treated as stock of our company for U.S. federal income tax purposes, the following U.S. federal income tax considerationsgenerally should apply to a U.S. Holder whose class A-1 exchangeable shares are re-designated as class A exchangeable shares:

Consequences if the ClassA-1 Exchangeable Shares Are Treated as Stock of BrookfieldCorporation

If, contrary to our intended tax position, both the class A-1 exchangeableshares and the class A exchangeable shares are treated as stock of Brookfield Corporation for U.S. federal income tax purposes, then the U.S. tax considerations described above under the heading “—Consequences if ClassA-1 Exchangeable Shares Are Treated as Stock of Our Company” generally should apply to a U.S. Holder whose class A-1 exchangeable shares are re-designated into class A exchangeable shares.

On the other hand, if, contrary to our intended taxposition, the class A-1 exchangeable shares are treated as stock of Brookfield Corporation, but the class A exchangeable shares are treated as stock of our company for U.S. federal income tax purposes, then,subject to the discussion below under the heading “—Additional Tax Considerations,” a U.S. Holder whose class A-1 exchangeable shares are re-designatedinto class A exchangeable shares generally would recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the fair market value of such class A exchangeable shares and the holder’s adjusted tax basisin the class A-1 exchangeable shares so re-designated. A U.S. Holder would have a tax basis in the class A exchangeable shares equal to their fair market value on theeffective date of the Re-Designation Amendment, and the holding period for the class A exchangeable shares would begin on the day after that date. Such capital gain or loss generally would be short-termcapital gain or loss, given that U.S. Holders generally are not expected to have holding periods for the class A-1 exchangeable shares exceeding one year at the time the shares are re-designated into class A exchangeable shares. Net short-term capital gain is taxable as ordinary income. The deductibility of capital losses is subject to limitations. Gain or loss would be determined separatelyfor each block of class A-1 exchangeable shares held by a U.S. Holder (that is, shares acquired

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at the same cost in a single transaction). Gain or loss recognized by a U.S. Holdergenerally would be treated as U.S.- source gain or loss for foreign tax credit limitation purposes.

Consequences if the ClassA-1 Exchangeable Shares Are Treated as a Derivative Financial Instrument

If,contrary to our intended tax position, the class A-1 exchangeable shares and related rights are treated as a derivative financial instrument, then the U.S. federal income tax consequences to a U.S. Holder ofthe re-designation of the class A-1 exchangeable shares into class A exchangeable shares are uncertain and potentially complex.

Consequences of the Voting Restriction

The implementation of the voting restriction with respect to the class A exchangeable shares generally is not expected to result in anymaterial U.S. federal income tax consequences to a U.S. Holder of class A exchangeable shares. A U.S. Holder’s aggregate tax basis in class A exchangeable shares held immediately before the implementation of the voting restriction should beequal to the holder’s aggregate tax basis in such shares immediately after implementation, and the holding period for such shares should include the holder’s holding period in the shares immediately before implementation.

Additional Tax Considerations

If our company or Brookfield Corporation were classified for U.S. federal income tax purposes as a “passive foreign investmentcompany” (“PFIC”) at any time during a U.S. Holder’s holding period for its class A-1 exchangeable shares, then certain potentially adverse tax consequences could apply to the re-designation of the holder’s class A-1 exchangeable shares into class A exchangeable shares. We do not expect our company to be classified as a PFIC for the currenttaxable year, nor do we believe that we were classified as a PFIC for any taxable year since our company was spun off from Brookfield Corporation in 2021. Moreover, we understand that Brookfield Corporation does not expect to be classified as a PFICfor the current taxable year or any other taxable year since 2021. However, the PFIC determination is made annually as of the end of each taxable year and depends on a number of factors, some of which are beyond a company’s control, includingthe value of its assets and the amount and type of its income. Accordingly, there can be no assurance as to the classification of our company or Brookfield Corporation under the PFIC rules. U.S. Holders are urged to consult their tax advisers as tothe potential for the PFIC rules to apply to the re-designation of class A-1 exchangeable shares into class A exchangeable shares, including the availability of certainnonrecognition rules under proposed PFIC regulations addressing U.S. tax-free reorganizations.

For a more detailed discussion of the PFIC considerations for U.S. Holders, as well as certain additional tax considerations for U.S. Holdersrelating to the acquisition, ownership, and disposition of our exchangeable shares, including, without limitation, U.S. federal withholding and reporting considerations, see the discussion in Item 10.E “Taxation – Certain Material UnitedStates Federal Income Tax Considerations – Taxation of U.S. Holders” in our most recent Annual Report on Form 20-F.

THE FOREGOING DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. THE TAX MATTERS RELATING TO OUR COMPANY AND HOLDERS OFEXCHANGEABLE SHARES ARE COMPLEX AND SUBJECT TO VARYING INTERPRETATIONS. MOREOVER, THE EFFECT OF EXISTING INCOME TAX LAWS, THE MEANING AND IMPACT OF WHICH ARE UNCERTAIN, AND OF PROPOSED CHANGES IN INCOME TAX LAWS WILL VARY WITH THE PARTICULARCIRc*msTANCES OF EACH HOLDER OF EXCHANGEABLE SHARES, AND IN REVIEWING THIS CIRCULAR THESE MATTERS SHOULD BE CONSIDERED. EACH HOLDER OF EXCHANGEABLE SHARES SHOULD CONSULT ITS OWN TAX ADVISER WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL, AND OTHERTAX CONSEQUENCES OF THE RE-DESIGNATION OF CLASS A-1 EXCHANGEABLE SHARES INTO CLASS A EXCHANGEABLE SHARES PURSUANT TO THERE-DESIGNATION AMENDMENT AND THE IMPLEMENTATION OF THE VOTING RESTRICTION WITH RESPECT TO THE CLASS A EXCHANGEABLE SHARES IN LIGHT OF THE HOLDER’S PARTICULAR CIRc*msTANCES.

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The Escrowed Stock Plan

At the meeting, you will be asked to consider and vote on the Escrowed Stock Plan Resolution, the full text of which is set forth in Appendix“A” of this Circular. The Escrowed Stock Plan Resolution seeks approval from our company’s shareholders in order to authorize the company to adopt the Escrowed Stock Plan to permit the company to award escrowed stock grants todesignated executives or other persons designated by the board of directors. The Escrowed Stock Plan constitutes a “security-based compensation arrangement” under applicable TSX rules. The TSX rules require that we obtain securityholderapproval to adopt the Escrowed Stock Plan, and as a result, the Escrowed Stock Plan Resolution must be approved by a majority of the votes cast by the holders of class A exchangeable shares and by the holder of class B shares, each voting as aseparate class. The adoption of the Escrowed Stock Plan is also conditional on the approval of the Toronto Stock Exchange and all other applicable regulatory authorities. Because our exchangeable shares were designed to be economically equivalent toBrookfield ClassA Shares and are exchangeable on a one-for-one basis, the adoption of the Escrowed Stock Plan is also conditional on its approval by (i) BrookfieldCorporation’s board of directors and (ii)Brookfield Corporation’s shareholders at a duly called meeting of shareholders. The board of directors of Brookfield Corporation approved the adoption of the Escrowed Stock Plan onMarch25, 2024 and Brookfield Corporation received shareholder approval at its annual and special meeting of shareholders that was held on June7, 2024.

Purpose of the Escrowed Stock Plan

TheEscrowed Stock Plan is intended to incent and retain designated executives or other persons designated by the board of directors for an extended period and to further align their long-term interests with those of other shareholders in a manner thatis less dilutive than alternative long term ownership plans, such as option plans. The Escrowed Stock Plan will result in no net dilution over time because any newly issued exchangeable shares under the Escrowed Stock Plan will be fully offset bythe cancellation of exchangeable shares. Non-employee directors of our company will not be eligible to participate in the Escrowed Stock Plan.

Shares Reserved

A maximum of 4,000,000exchangeable shares may be issued under the Escrowed Stock Plan, representing approximately 9.2% of the outstanding exchangeable shares as at June14, 2024. When exchangeable shares are issued in exchange for Escrowed Shares (as defined below),the number of exchangeable shares remaining for future issuance under the Escrowed Stock Plan will be reduced. On the wind-up or merger of an Escrowed Company, as described below, the number of exchangeableshares held by an Escrowed Company that are cancelled in respect of exchangeable shares previously issued by our company in exchange for Escrowed Shares will be added back to the number of exchangeable shares available for future issuance under theEscrowed Stock Plan. The Escrowed Stock Plan also provides that when exchangeable shares are issued in exchange for Escrowed Shares and immediately thereafter the Escrowed Company is wound up or merged into our company and the exchangeable sharesheld by it are cancelled, the number of exchangeable shares remaining for future issuance under the Escrowed Stock Plan will not be reduced.

The number of exchangeable shares that may be issuable to insiders of our company at any time, or issued in any one year to insiders of ourcompany, under any of our company’s security-based compensation arrangements, including under the restricted stock plan of our company (the “Restricted Stock Plan”) or the Escrowed Stock Plan, cannot exceed, in either case, 10%of the issued and outstanding class A exchangeable shares and class B shares; and no more than 5% of the issued and outstanding exchangeable shares may be issued under these arrangements to any one person. In addition, the number of BrookfieldClassA Shares that may be issuable to Brookfield Corporation insiders at any time, or issued in any one year to Brookfield Corporation insiders, under any of Brookfield Corporation’s security-based compensation arrangements together withthe Restricted Stock Plan and the Escrowed Stock Plan cannot exceed, in either case, 10% of the issued and outstanding Brookfield ClassA Shares.

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Summary of the Escrowed Stock Plan

The following is a summary of the principal terms of the Escrowed Stock Plan.

The Escrowed Stock Plan governs the award of non-voting common shares (“EscrowedShares”) of one or more private companies (each, an “Escrowed Company”) to executives or other individuals designated by the board of directors. Each Escrowed Company is capitalized with common shares and preferred sharesissued to our company. Each Escrowed Company will directly or indirectly purchase exchangeable shares. Escrowed Companies may purchase exchangeable shares in the open market or, subject to obtaining exemptive relief acquire the exchangeable sharesthat were acquired by Brookfield Corporation upon exchanges by our company shareholders. Participants will either be awarded Escrowed Shares or provided an election to contribute exchangeable shares or other Escrowed Shares as consideration for theEscrowed Shares. Dividends paid to each Escrowed Company on the exchangeable shares acquired by the Escrowed Company will be used to pay dividends on the preferred shares which are held by our company and on certain Escrowed Shares held byparticipants who contributed the underlying exchangeable shares to an Escrowed Company in connection with the award of Escrowed Shares. The exchangeable shares acquired by an Escrowed Company will not be voted.

Except as otherwise determined by the board of directors, 20% of Escrowed Shares will vest on the first anniversary of the granting of suchshares, with an additional 20% vesting on each subsequent anniversary, up to and including the fifth anniversary of the grant of the Escrowed Shares.

On date(s) determined by the holders of the Escrowed Shares that are generally between the applicable vesting date and 10 years after theinitial grant, the vested Escrowed Shares will be acquired by our company in exchange for the issuance of exchangeable shares from treasury, where the value of such exchangeable shares being issued is equal to the value of the Escrowed Shares beingacquired. The value of the Escrowed Shares will be equal to the increase in value of the exchangeable shares held by the Escrowed Company since the grant date of the Escrowed Shares, based on the volume-weighted average price of the exchangeableshares on the New York Stock Exchange on the date of the exchange. Participants are not permitted to exchange Escrowed Shares during a blackout period, except with the consent of the board of directors. Once all participants of an Escrowed Companyhave elected to exchange their Escrowed Shares, such Escrowed Company will be wound up or merged into our company and our company will cancel at least that number of exchangeable shares held by one or more Escrowed Companies that is equivalent tothe number of exchangeable shares that have been issued to holders of the Escrowed Shares of the Escrowed Company on exchanges.

Eligibility for participation in the Escrowed Stock Plan is restricted to designated executives of our company and its affiliates or otherpersons designated by the board of directors, which may include designated executives and key employees of Brookfield that provide services to our company or our affiliates. The number of Escrowed Shares to be granted to each participant isdetermined at the discretion of the board of directors, on the recommendation of the Compensation Committee. The Compensation Committee recommends the award of Escrowed Shares for the CEO. All other awards of Escrowed Shares are recommended by theCEO to the Compensation Committee. Aside from transfers to our company in the case of termination of employment or for personal tax planning purposes, transfers of Escrowed Shares are not permitted unless otherwise approved by the board ofdirectors. No incremental entitlements will be triggered by a change in control of our company under the Escrowed Stock Plan.

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The Escrowed Stock Plan sets out provisions regarding the forfeiture of Escrowed Sharesfollowing a change in the employment status of a participant. In general, all vested Escrowed Shares will remain outstanding, and all unvested Escrowed Shares will be forfeited on a participant’s termination date from our company or Brookfield,except as follows: in the event of termination for cause, all unvested Escrowed Shares as well as vested Escrowed Shares that remain subject to a hold period will be forfeited.

The Escrowed Stock Plan contains an amending provision setting out the types of amendments which can be approved by the board of directorswithout shareholder approval and those which require shareholder approval. Shareholder approval will be required for any amendment that increases the number of exchangeable shares issuable under the Escrowed Stock Plan, any amendment expanding thecategories of eligibility under the Escrowed Stock Plan which would have the potential of broadening or increasing insider participation, which would include any amendment that would permit the introduction or reintroduction of non-employee directors of our company as eligible participants, any amendment which deletes or reduces the range of amendments requiring shareholder approval or other amendments required by law to be approved byshareholders. Shareholder approval will not be required for, among other matters, any amendment to the Escrowed Stock Plan or any Escrowed Share that is of a housekeeping or administrative nature, that is necessary to comply with applicable laws orto qualify for favourable tax treatment, that is to the vesting, termination or early termination provisions (provided that the amendment does not entail an extension beyond the tenth anniversary of the award date for any particular EscrowedCompany), and to suspend or terminate the Escrowed Stock Plan.

Exemptive Relief

As noted above, the Escrowed Stock Plan permits Escrowed Companies, subject to obtaining exemptive relief, to acquire the exchangeable sharesthat were acquired by Brookfield Corporation upon exchanges by our company shareholders. The consideration to be paid for each exchangeable share acquired by our company will be one Brookfield ClassA Share held by our company. Our company hasapplied to the Ontario Securities Commission (the “OSC”), as principal regulator, for an order pursuant to section 6.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids (“NI62-104”) exempting our company from the requirements applicable to issuer bids in Part 2 of NI 62-104 (the “Issuer Bid Requirements”) inrespect of purchases from time to time by our company of up to 4million class exchangeable shares from Brookfield Corporation and related companies. In addition, Brookfield Corporation has applied to the OSC, as principal regulator, for anorder pursuant to section 6.1 of NI 62-104 exempting Brookfield Corporation from the Issuer Bid Requirements applicable in respect of the receipt by Brookfield Corporation of the up to 4millionBrookfield ClassA Shares to be delivered by our company in connection with these acquisitions. There can be no assurances that the exemptive relief our company and Brookfield Corporation have applied for will be granted as requested or at all.

Approval of the Escrowed Stock Plan Resolution

The Escrowed Stock Plan Resolution must be approved by a majority of the votes cast by holders of class A exchangeable shares and the holderof the class B shares, voting in each case as a separate class. Because our exchangeable shares were designed to be economically equivalent to Brookfield ClassA Shares and remain exchangeable on a one-for-one basis, the adoption of the Escrowed Stock Plan is also conditional on its approval by (i) the Brookfield Corporation board of directors and (ii)Brookfield Corporation shareholders at a dulycalled meeting of shareholders. The board of directors of Brookfield Corporation approved the adoption of the Escrowed Stock Plan on March25, 2024 and Brookfield Corporation obtained shareholder approval at its annual and special meeting ofshareholders held on June7, 2024.

The board recommends that you vote FOR the Escrowed Stock Plan Resolution, the full text ofwhich is set out in Appendix “A” – “Resolutions to be Approved at the Meeting”.

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Potential Share Issuances

In November 2023, our company successfully completed a reverse exchange offer (the “2023 Exchange Offer”), pursuant to whichholders of Brookfield ClassA Shares were offered newly issued class A-1 exchangeable shares in exchange for a Brookfield ClassA Share on a one-for-one basis. The 2023 Exchange Offer more than tripled the total number of exchangeable shares outstanding, meaningfully enhancing our capital structure. This result was achieved without any dilution toholders of the exchangeable shares or Brookfield ClassA Shares, due to the fact that Brookfield Reinsurance is a “paired entity” to Brookfield Corporation.

In the future our company or Brookfield Corporation or one of its subsidiaries (a “Brookfield Acquiror”) may seek to provideshareholders of Brookfield Corporation with opportunities to increase their ownership of our exchangeable shares by way of one or more Share Issuance Transactions or other similar mechanisms, such as an offer by Brookfield Corporation to itsshareholders. The purpose of any such Share Issuance Transaction will be to increase the equity base and market capitalization of our company and which in turn will position our company for future growth. As described below, any such Share IssuanceTransaction will be non-dilutive to holders of exchangeable shares or Brookfield ClassA Shares.

Brookfield Reinsurance is a “paired entity” to Brookfield Corporation by virtue of (i)the exchangeable shares (A)beingexchangeable into Brookfield ClassA Shares on a one-for-one basis and (B)receiving distributions at the same time and in the same amounts as dividends on theBrookfield ClassA Shares, and (ii)Brookfield Corporation directly or indirectly owning 100% of the class C shares. These features enable any such Share Issuance Transaction to be structured so that the equity base and marketcapitalization of Brookfield Reinsurance can be enhanced without any dilution to holders our exchangeable shares or of Brookfield ClassA Shares. If consummated, the Share Issuance Transactions would also provide holders of BrookfieldClassA Shares with an alternative, efficient means through which to hold an interest in the paired entity.

Brookfield Reinsuranceshareholders will be asked at the meeting to consider and, if thought fit, to approve, with or without amendment, an ordinary resolution authorizing the company to issue or provide delivery of up to a maximum of 150,000,000 exchangeable shares,directly or indirectly, during the twelve-month period from the date of the meeting, in connection with one or more Share Issuance Transaction. The company has made no determination to proceed with any Share Issuance Transaction, and there is noguarantee that a Share Issuance Transaction will occur during such twelve-month period.

It is a policy of the TSX that in the event thatduring any six-month period a listed company issues, pursuant to prospectus exempt (private placement) transaction and/or acquisition more than 25% of the number of its shares which are outstanding (on a non-diluted basis), prior to giving effect to such transactions, approval of the shareholders must be obtained. Approval of the Share Issuance Resolution will obviate the necessity of obtaining shareholder approvalfor each specific Share Issuance Transaction, thereby reducing the time required to obtain regulatory approval and decreasing the company’s administrative costs relating to such transactions. We believe that any exchangeable shares issued inconnection with one or more Share Issuance Transaction would result in an increase to the equity base and market capitalization of our company, which in turn would position our company for future growth.

Insiders of our company who hold Brookfield ClassA Shares may elect to participate in one or more Share Issuance Transactions or similartransactions. As a result, any Share Issuance Transaction or similar transaction, if consummated, may constitute a “related party transaction” for the purposes of MI 61-101. Because any one or moreShare Issuance Transactions or similar transaction may constitute a “related party transaction” (as defined in MI 61- 101), our company is seeking to obtain “minority approval” (as defined in MI61-101) in connection with the Share Issuance Resolution pursuant to section 5.6 of MI 61-101 and in accordance with Part 8 of MI61-101. Brookfield Corporation, by virtue of owning, directly or indirectly, 100% of the class C shares is the sole holder of “affected securities” (as defined in MI61-101). As a result, the Share Issuance Resolution must be approved by a majority of the votes cast by holders of class A exchangeable shares, the holder of the class B shares and the holders of the class Cshares, voting in each case as a separate class.

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Approval of the Share Issuance Resolution does not relate to, nor does it involve anyfinancing transaction of the company. If consummated, the exchangeable shares issuable in connection with one or more Share Issuance Transaction or similar transaction relate specifically to the issuance of exchangeable shares of our company on a one-for-one basis with Brookfield ClassA Shares.

Ifthe Share Issuance Resolution is approved at the meeting, our company will have the right to issue up to an aggregate of 150,000,000 exchangeable shares during the 12-month period from the date of the meetingin connection with one or more Share Issuance Transaction.

TSX Requirements

The TSX Company Manual requires that the Share Issuance Resolution be approved by the holders of a majority of the currently issued andoutstanding class A exchangeable shares, excluding the votes attached to the class A exchangeable shares held by insiders of our company who hold Brookfield ClassA Shares and their associates and affiliates.

Issuance of Shares in Excess of 25%

Pursuant to section 611(c) of the TSX Company Manual, the TSX requires a listed issuer to obtain shareholder approval where the number ofsecurities issuable exceeds 25% of the number of securities of the issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the proposed transaction.

Since one or more Share Issuance Transaction or similar transactions could result in our company issuing up to 150,000,000 exchangeableshares, representing, in the aggregate, approximately 345% of the number of issued and outstanding exchangeable shares as of June14, 2024 (being 16,899,571 class A exchangeable shares and 26,505,771 classA-1 exchangeable shares), approval of shareholders under the TSX rules is being sought in respect of the exchangeable shares issuable pursuant to one or more Share Issuance Transaction or similar transactions.

Issuance of Shares in Excess of 10% to an Insider

Pursuant to section 611(b) of the TSX Company Manual, the TSX requires a listed issuer to obtain shareholder approval where, in certaincirc*mstances, the aggregate number of securities issuable to insiders in any six-month period is greater than 10% of the number of securities of the issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the first transaction involving the issuance of securities to an insider during such six-month period. Furthermore, theinsiders participating in such transaction are not eligible to vote their securities in respect of such approval.

Insiders of our companywho hold Brookfield ClassA Shares may elect to participate in one or more Share Issuance Transaction or similar transaction. As a result, disinterested shareholder approval is required under the TSX rules. As at the date hereof, our companyestimates that a total of 3,615,775 class A exchangeable (approximately 21.4% of the outstanding class A exchangeable shares) held by our insiders, or their associates and affiliates, will be excluded for the purpose of determining approval of theShare Issuance Resolution.

Share Issuance Resolution

The Share Issuance Resolution must be approved by a majority of the votes cast by holders of class A exchangeable shares, the holder of theclass B shares and the holders of class C shares, voting in each case as a separate class.

The board recommends that you vote FOR the Share IssuanceResolution, the full text of which is set out in Appendix “A” – “Resolutions to be Approved at the Meeting”.

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Part Five – Statement of Corporate

Governance Practices

Overview

Thecompany’s corporate governance policies and practices are comprehensive and consistent with the guidelines for corporate governance adopted by Canadian Securities Administrators. The company’s corporate governance practices and policiesare also consistent with the requirements of the U.S. Securities and Exchange Commission, the listing standards of the NYSE and the applicable provisions under the U.S. Sarbanes-Oxley Act of 2002, as amended.

The structure, practices and committees of the board, including matters relating to the size, independence and composition of the board, theelection and removal of directors, requirements relating to board action and the powers delegated to the board committees are governed by our memorandum of association, bye-laws and policies adopted by theboard. The board is responsible for exercising the management, control, power and authority of our company except as required by applicable law, the memorandum of association or the company’s bye-laws.The following is a summary of certain provisions of the memorandum of association, bye-laws and policies that affect our company’s governance.

Board of Directors

Theboard is currently comprised of ten (10)directors. The size of our board is currently set at a minimum of four (4)members and a maximum of sixteen (16)members or such number in excess thereof as the shareholders may determine, with(i)at least two (2)directors being local residents of Bermuda, (ii)no more than three (3)directors being resident in any one other country (aside from Bermuda), (iii) no more than two (2)directors elected by holders ofclass A exchangeable shares being resident in any one other country (aside from Bermuda) and (iv)no more than two (2)directors elected by the holder of class B shares being resident in any one other country (aside from Bermuda), providedthat the board may, at its discretion, increase or decrease the residency requirements. As a result of the board being comprised of ten (10)directors, the board determined to increase the residency requirements so that no more than four(4)directors may be resident in any one country (aside from Bermuda). In addition, our bye-laws provide that no directors or employees of Brookfield Corporation shall serve as a director of our companyelected by holders of class A exchangeable shares. At least a majority of the directors holding office must be independent of our company and Brookfield Corporation, as determined by the full board using the standards for independence established bythe NYSE.

If the death, resignation or removal of an independent director results in our board consisting of less than a majority ofindependent directors, the vacancy must be filled promptly. Pending the filling of such vacancy, our board may temporarily consist of less than a majority of independent directors and those directors who do not meet the standards for independencemay continue to hold office.

Election and Removal of Directors

In the election of directors, holders of class A exchangeable shares are entitled to elect one-half ofthe board of directors of our company. The ClassB Partners, who collectively hold all of the class B shares, are entitled to elect the other one-half of the board of directors of our company. Consistentwith Brookfield Corporation, our bye-laws provide for cumulative voting. Accordingly, our bye-laws provide that each holder of shares of a class or series of shares ofour company entitled to vote in an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the holder multiplied by the number of directors to be elected by the holder and the holdersof shares of the classes or series of shares entitled to vote with the holder in the election of directors. A holder may cast all such votes in favour of one candidate or distribute such votes among its candidates in any manner the holder sees fit.Where a holder has voted for more than one candidate without specifying the distribution of votes among such candidates, the holder shall be deemed to have divided the holder’s votes equally among the candidates for whom the holder voted.

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Each of our current directors will serve until the close of the next annual meeting ofshareholders of our company or his or her death, resignation or removal from office, whichever occurs first. Our bye-laws provide that any director may be removed as follows: (a)with respect to thedirectors elected by holders of the class A exchangeable shares, an affirmative vote of holders of class A exchangeable shares holding a majority of the issued and outstanding class A exchangeable shares entitled to vote at a special general meetingconvened and properly held or conferring the right to vote on a resolution to remove a director; and (b)with respect to the directors elected by the holder of the class B shares, an affirmative vote of the class B shareholder holding amajority of the issued and outstanding class B shares entitled to vote at a special general meeting convened and properly held or conferring the right to vote on a resolution to remove a director; provided, that the notice of any such meetingconvened for the purpose of removing a director must contain a statement of the intention to remove the director and be served on the director not less than 14 days before the meeting, and that the director shall be entitled to be heard at themeeting on the motion for his or her removal. A director will be automatically removed from our board if he or she becomes bankrupt, insolvent or suspends payments to his or her creditors or becomes prohibited by law from acting as a director.

Term Limits and Board Renewal

The governance and nominating committee of the board (the “Governance and Nominating Committee”) leads the effort to identifyand recruit candidates to join our board. In this context, the Governance and Nominating Committee’s view is that our board should reflect a balance between the experience that comes with longevity of service on our board and the need forrenewal and fresh perspectives.

The Governance and Nominating Committee does not support a mandatory retirement age, director term limitsor other mandatory board of directors turnover mechanisms because its view is that such policies are overly prescriptive; therefore, our company does not have term limits or other mechanisms that compel board of directors turnover. The Governanceand Nominating Committee does believe that periodically adding new voices to our board can help our company adapt to a changing business environment and board of directors renewal is a priority.

The Governance and Nominating Committee reviews the composition of our board on a regular basis in relation to approved director criteria andskill requirements and recommends changes as appropriate to renew our board.

Board Diversity Policy

Our company is committed to enhancing the diversity of our board. Our company’s view is that our board should reflect a diversity ofbackgrounds relevant to its strategic priorities. This includes such factors as diversity of business expertise and international experience, in addition to geographic and gender diversity.

To achieve our board of director’s diversity goals, our company has adopted the following written policy:

The diversity policy does not set any formal targets on diversity for directors at this time, because of the current need for geographicdiversity of directors and the emphasis on subject matter expertise. The Governance and Nominating Committee will be responsible for implementing our board diversity policy, monitoring progress towards the achievement of its objectives andrecommending to our board any necessary changes that should be made to the policy.

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Mandate of the Board

Our board oversees the management of our company’s business and affairs directly and through three standing committees: the AuditCommittee, Governance and Nominating Committee and Compensation Committee, which we refer to as the Committees. The responsibilities of our board and each Committee, respectively, are set out in written charters, which are reviewed and approvedannually by our board. All board and Committee charters are posted on the company’s website, at bnre.brookfield.com under “Corporate Governance”.

Our board is responsible for:

Meetings of the Board

Our board meets at least four times each year, with additional meetings held to consider specific items of business or as deemed necessary.Meeting frequency and agenda items may change depending on the opportunities or risks faced by our company. Our board is responsible for its agenda. At all quarterly meetings, the independent directors meet without the presence of management and thedirectors that are not independent.

In 2023, there were four (4)regularly scheduled board meetings and two (2)specialmeetings for a total of six (6)board meetings.

Four (4)regular meetings are scheduled for 2024.

Meetings of Independent Directors

At all quarterly meetings, the independent directors hold meetings without the presence of management and the directors who are notindependent.

Independent Directors

At least a majority of the directors holding office must be independent of our company and Brookfield Corporation, as determined by the fullboard using the standards for independence established by the NYSE.

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The company obtains information from its directors annually to determine their independence.The board decides which directors are considered to be independent based on the recommendation of the Governance and Nominating Committee, which evaluates director independence based on the guidelines set forth under applicable stock exchangeguidelines and securities laws.

In this process, the board conducts an analysis of each director nominee to determine if they are an non-independent director (all director nominees who are also current members of management are, by definition, non-independent directors) or an independent director.

At all quarterly meetings, the independent directors hold meetings without the presence of management and the directors that are notindependent. The board has also adopted certain conflicts management policies to govern its practices in circ*mstances in which conflicts of interest with Brookfield Corporation may arise. See Item 6.C “Board Practices—Transactions inWhich a Director Has an Interest”, and Item 7.B “Related Party Transactions—Conflicts of Interest” in our Annual Report on Form 20-F.

The following table shows the directors standing for election at the meeting and whether each nominee will be an independent, non-independent or management director.

Notes:

The board considers that the six (6)directors listed as “Independent” above (approximately 60% of theboard) are independent.

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Other Directorships

The following director nominees are also directors of other reporting issuers (or the equivalent in foreign jurisdictions) in addition to thecompany:

Expectations of Directors

The board has adopted a charter of expectations for directors (the “Charter of Expectations”) that outlines the expectationsthe company places on its directors in terms of professional and personal competencies, share ownership, meeting attendance, conflicts of interest, changes of circ*mstance and resignation events. In accordance with the Charter of Expectations,directors are expected to bring any potential conflict of interest to the attention of the Chair or a Committee Chair in advance of board meetings, and refrain from voting on such matters. Directors are also expected to submit their resignations tothe Chair if: (i)they become unable to attend at least 75% of the board’s regularly scheduled meetings; (ii)if they become involved in a legal dispute, regulatory or similar proceeding that could materially impact their ability toserve as a director and/or negatively impact the reputation of the company; (iii)if the director takes on new responsibilities in business, government, the community or likewise which may conflict with the goals of the company and/ormaterially reduce his or her ability to serve as a director; or (iv)there is any other change in the director’s personal or professional circ*mstances that could adversely impact the company or the director’s continued service on theboard. The Charter of Expectations is reviewed annually, and a copy is posted on the company’s website bnre.brookfield.com, under “Corporate Governance.”

Director Share Ownership Requirements

We believe that directors can better represent shareholders if they have economic exposure to our company themselves. We expect directors ofour company to hold sufficient number of our exchangeable shares and/or Brookfield ClassA Shares such that the acquisition costs of our exchangeable shares or Brookfield ClassA Shares held by such directors is equal to at least two timestheir aggregate annual retainer for serving as a director of our company, as determined by our board from time to time. Directors of our company are required to meet this requirement within five (5)years of their date of appointment.

Director Orientation and Education

New directors of our company are provided with comprehensive information about our company and our operating subsidiaries. Arrangements aremade for specific briefing sessions from appropriate senior personnel to help new directors better understand our strategies and operations. They also participate in the continuing education measures discussed below.

Our board receives annual operating plans for our business and more detailed presentations on particular strategies. Existing directors areinvited to join the orientation sessions for new directors as a refresher. The directors have the opportunity to meet and participate in work sessions with management to obtain insight into the operations of our company and our operatingsubsidiaries. Directors are regularly briefed to help ensure their understanding of industry-related issues such as accounting rule changes, transaction activity, capital markets initiatives, significant regulatory developments, as well as trends incorporate governance. All directors are required to maintain a current understanding of our company’s business and operations, industries and sectors in which we operate globally, material developments and trends in asset management and ourcompany’s strategic initiatives.

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Committees of the Board

The three standing Committees of our board assist in the effective functioning of our board and help ensure that the views of independentdirectors are effectively represented:

The responsibilities of these Committees are set out in written charters, which are reviewed and approved annually by our board. It is ourboard of director’s policy that all Committees must consist entirely of independent directors. Special committees may be formed from time to time to review particular matters or transactions. While our board retains overall responsibility forcorporate governance matters, each standing Committee has specific responsibilities for certain aspects of corporate governance in addition to its other responsibilities, as described below.

Audit Committee

TheAudit Committee is responsible for monitoring our company’s systems and procedures for financial reporting and associated internal controls, and the performance of our company’s external and internal auditors. It is responsible forreviewing certain public disclosure documents before their approval by our full board of directors and release to the public, such as our company’s quarterly and annual financial statements and management’s discussion and analysis. TheAudit Committee is also responsible for recommending the independent registered public accounting firm to be nominated for appointment as the external auditor, and for approving the assignment of any non-auditwork to be performed by the external auditor, subject to the Audit Committee’s Audit Policy. The Audit Committee meets regularly in private session with our company’s external auditor and internal auditors, without management present, todiscuss and review specific issues as appropriate. In addition to being independent directors as described above, all members of the Audit Committee must meet an additional “independence” test under Canadian and U.S. securities laws, inthat their directors’ fees must be and are the only compensation they receive, directly or indirectly, from our company. Further, the Audit Committee requires that all its members disclose any form of association with a present or formerinternal or external auditor of our company to our board for a determination as to whether this association affects the independent status of the director.

As of the date of this Circular, the Audit Committee was comprised of the following directors: Lars Rodert, William Cox, Gregory Morrison andAnne Schaumburg and as such, the Audit Committee consisted solely of independent directors.

The full text of the charter of the AuditCommittee is the company’s website, at bnre.brookfield.com under “Corporate Governance”.

Governance and NominatingCommittee

It is the responsibility of the Governance and Nominating Committee, in consultation with the Chair, to assess from time totime the size and composition of our board and its Committees; to review the effectiveness of our board operations and its relations with management; to assess the performance of our board, its Committees and individual directors; to review ourcompany’s statement of corporate governance practices and to review and recommend the directors’ compensation. Our board has implemented a formal procedure for evaluating the performance of our board, its Committees and individualdirectors — the Governance and Nominating Committee reviews the performance of our board, its Committees and the contribution of individual directors on an annual basis.

The Governance and Nominating Committee is responsible for reviewing the credentials of proposed nominees for election or appointment to ourboard and for recommending candidates for membership on our board, including the candidates proposed to be nominated for election to our board at the annual meeting of shareholders. To do this, the Governance and Nominating Committee maintains an“evergreen” list of candidates to ensure outstanding candidates with needed skills can be quickly identified to fill planned or unplanned vacancies. Candidates are assessed in relation

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to the criteria established by our board to ensure that our board has the appropriate mix of talent, quality, skills, diversity, perspectives and other requirements necessary to promote soundgovernance and the effectiveness of our board. The Governance and Nominating Committee is responsible for overseeing our company’s approach to sustainability matters, which includes a review of our company’s current and proposedsustainability initiatives and any material disclosures regarding sustainability matters.

As of the date of this Circular, the Governanceand Nominating Committee was comprised of the following directors: William Cox, Michele Coleman Mayes, Lars Rodert and Anne Schaumburg, and as such, the Governance and Nominating Committee consisted solely of independent directors.

Compensation Committee

The Compensation Committee is responsible for reviewing and reporting to our board on management resource matters, including ensuring adiverse pool for succession planning, the job descriptions and annual objectives of senior executives, the form of executive compensation in general including an assessment of the risks associated with the compensation plans and the levels ofcompensation of the senior executives, including incentive-compensation and equity-based compensation. The Compensation Committee annually assesses the performance of the Chief Executive Officer, taking into consideration the business operations andobjectives of the company as well as the fact that our company is a paired entity to Brookfield Corporation. The Compensation Committee also reviews, in consultation with the Chief Executive Officer, the performance of senior management. Inaddition, the Compensation Committee is responsible for reviewing any allegations of workplace misconduct claims that are brought to the Committee’s attention through our company’s ethics hotline, a referral from our company’s humanresources department.

All members of the Compensation Committee meet the standard director independence test in that they have norelationship which could, in the view of our board, be reasonably expected to interfere with the exercise of their independent judgment.

Our board has also adopted a heightened test of independence for all members of the Compensation Committee, which entails that our board hasdetermined that no Compensation Committee member has a relationship with senior management that would impair the member’s ability to make independent judgments about our company’s executive compensation. This additional independence testcomplies with the test in the listing standards of the NYSE. Additionally, the Compensation Committee evaluates the independence of any advisor it retains in order to comply with the aforementioned NYSE listing standards.

In reviewing our company’s compensation policies and practices each year, the Compensation Committee seeks to ensure the executivecompensation program provides an appropriate balance of risk and reward consistent with the risk profile of our company. The Compensation Committee also seeks to ensure our company’s compensation practices do not encourage excessive risk-takingbehavior by the senior management team.

The participation in long-term incentive plans is intended to discourage executives from takingexcessive risks in order to achieve short-term unsustainable performance.

All of our company’s directors, officers and employees aresubject to our personal trading policy, which will prohibit trading in the securities of our company or Brookfield Corporation while in possession of material undisclosed information about our company or Brookfield Corporation. Those individuals arealso prohibited from entering into certain types of hedging transactions involving the securities of our company, such as short sales, prepaid variable forward contracts, equity swaps and put options. In addition, our personal trading policyprohibits trading in our company’s securities during prescribed blackout periods. We also require all executives and directors to pre-clear trades in our company’s securities.

As of the date of this Circular, the Compensation Committee was comprised of the following directors: Anne Schaumburg, William Cox, andSoonyoung Chang and as such, the Compensation Committee consisted solely of independent directors.

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Board, Committee and Director Evaluation

Our board believes that a regular and formal process of evaluation improves the performance of our board as a whole, the Committees andindividual directors. A survey is sent annually to independent directors inviting comments and suggestions on areas for improving the effectiveness of our board and its Committees. The results of this survey are reviewed by the Governance andNominating Committee, which makes recommendations to our board as required. Each independent director also receives a self-assessment questionnaire and all directors are required to complete a skill-setevaluation which is used by the Governance and Nominating Committee for planning purposes. The Chair also holds private interviews with each non-management director annually to discuss the operations of ourboard and its Committees, and to provide any feedback on the individual director’s contributions.

Board and ManagementResponsibilities

The board of directors has adopted a written position description for the Chair, which sets out the Chair’s keyresponsibilities, including, as applicable, duties relating to setting board of directors meeting agendas, chairing board of directors and shareholder meetings and communicating with shareholders and regulators. The board of directors has alsoadopted a written position description for each of the Committee chairs which sets out each of the Committee chair’s key responsibilities, including duties relating to setting Committee meeting agendas, chairing Committee meetings and workingwith the Committee and management to ensure, to the greatest extent possible, the effective functioning of the Committee.

The board ofdirectors has also adopted a written position description for the Chief Executive Officer which sets out the key responsibilities of the Chief Executive Officer. The primary functions of the Chief Executive Officer is to lead management of thebusiness and affairs of our company, to lead the implementation of the resolutions and the policies of the board of directors, to supervise day to day management and to communicate with shareholders and regulators.

Code of Business Conduct and Ethics

Our company’s policy is that all its activities be conducted with the utmost honesty, integrity, fairness and respect and in compliancewith all legal and regulatory requirements. To that end, our company maintains a Code of Business Conduct and Ethics, a copy of which is available on our website at bnre.brookfield.com and has been filed on our SEDAR+ profile atwww.sedarplus.com and EDGAR profile at www.sec.gov. The Code of Business Conduct and Ethics sets out the guidelines and principles for how directors, officers and employees should conduct themselves as members of our team. Preserving ourcorporate culture is vital to the organization and following the Code of Business Conduct and Ethics will help us do that.

All directors,officers and employees of our company are required to provide a written acknowledgment upon joining our company that they are familiar with and will comply with the Code of Business Conduct and Ethics. All directors, officers and employees of ourcompany are required to provide this same acknowledgment annually. Our board reviews the Code of Business Conduct and Ethics annually to consider whether to approve changes in our company’s standards and practices.

Personal Trading Policy

All of our company’s directors, officers and employees are subject to our personal trading policy, which prohibit trading in thesecurities of our company or the securities of Brookfield Corporation while in possession of material undisclosed information about our company or Brookfield Corporation. Those individuals are also prohibited from entering into certain types ofhedging transactions involving the securities of our company, such as short sales, prepaid variable forward contracts, equity swaps and put options. In addition, our personal trading policy prohibits trading in our company’s securities duringprescribed blackout periods. We also require all executives and directors to pre-clear trades in our company’s securities.

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Part Six – Director Compensation and

Equity Ownership

Director Compensation

DirectorCompensation

For the year ended December31, 2023, the directors of our company were entitled to an annual retainer of$150,000 for their service on the board and the Committees, and reimbursem*nt of expenses incurred in attending meetings. The lead independent director of our company was paid an additional amount of $50,000, for serving in such position. The chairof the Audit Committee received an additional $20,000 and members of the Audit Committee received an additional $10,000 for serving in such positions. Directors who are employees of our company or Brookfield receive no fees for their services on theboard.

In addition, effective January1, 2024, the directors of our company who regularly reside outside Bermudaand the east coast of North America will also receive an additional annual stipend of $15,000. This payment recognizes the time it takes these directors to travel long distances to attend all regularly scheduled meetings and is in addition toreimbursem*nt for travel and other out-of-pocket expenses. To the extent the director also serves on the board directors of another publicly traded entity managed byBrookfield that holds the majority of its meetings in Bermuda, this annual stipend will be split evenly between our company and that other Brookfield-managed entity.

The following table sets out information concerning the compensation earned by, paid to or awarded to the directors in their capacities asdirectors of the company during the year ended December31, 2023. The directors are paid in U.S. dollars. The Governance and Nominating Committee periodically reviews board compensation in relation to its peers and other similarly-sized companies and is responsible for approving changes in compensation for non-employee directors.

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Notes:

(a)  Audit CommitteeMember.

(b)  William Cox served as Lead Independent Director.

(c)  Lars Rodert served as Audit Committee Chair.

(d) Due to their role with our company or Brookfield, as applicable, each of Barry Blattman, Lori Pearson and Sachin Shah receive nocompensation in their capacities as directors.

Equity Ownership of Directors

We believe that directors can better represent shareholders if they have economic exposure to our company themselves. We expect that directorsof our company hold sufficient exchangeable shares and/or Brookfield ClassA Shares such that the acquisition costs of our exchangeable shares or Brookfield ClassA Shares held by such directors is equal to at least two times theiraggregate annual retainer for serving as a director of our company, as determined by our board from time to time. Directors of our company are required to meet this requirement within five (5)years of their date of appointment.

As of the date of this Circular, the directors of our company, and their respective associates, as a group, beneficially owned, directly orindirectly, or exercised control or direction over, approximately 5percent of the outstanding class A exchangeable shares and less than 1percent of the outstanding class A-1 exchangeable shares.

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Part Seven – Report on Executive Compensation

Compensation Philosophy of our Company

Our named executive officers (“NEOs”) comprise the core senior management team of our company, some of whom were employees ofBrookfield and who were provided to our company pursuant to the amended and restated administration agreement between our company and Brookfield Corporation dated August 5, 2022, as further amended by the administration agreement amendment effectiveMarch22, 2024 (the “Administration Agreement”) up until March22, 2024. The Chief Executive Officer, Chief Financial Officer and Chief Investment Officer were, up until March 22, 2024, employees of Brookfield whoperformed functions for our company that would make them NEOs of our company. Brookfield Corporation, and not our company, determined the compensation of the Chief Executive Officer of our reinsurance business, and for the year endedDecember31, 2023, also determined the compensation of our Chief Executive Officer, Chief Financial Officer and Chief Investment Officer. Our company has adopted an approach to compensation that is intended to foster an entrepreneurialenvironment that encourages management to consider the risks associated with the decisions they make and take actions that will create long-term sustainable cash flow growth and will improve long-term shareholder value. For the year ended December31, 2023, our company paid fees to Brookfield Corporation under the Administration Agreement on a cost recovery basis for the services of our Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and the Chief Executive Officerof our reinsurance business equal to the pro rata portion of their annual base salary, cash bonus and overhead costs attributable to the services they provide to our company. Our company did not reimburse Brookfield Corporation for any costsassociated with the participation of our Chief Executive Officer, Chief Financial Officer, Chief Investment Officer or the Chief Executive Officer of our reinsurance business in Brookfield Corporation’s long-term incentive plans for the yearended December31, 2023. Compensation of the NEOs for the year ended December31, 2023 was determined and approved by Brookfield Corporation, in the case of our Chief Executive Officer, Chief Financial Officer, Chief Investment Officer andthe Chief Executive Officer of our reinsurance business, and by the Compensation Committee, in the case of all other NEOs. Effective March22, 2024, our company internalized the services of the Chief Executive Officer, Chief Financial Officerand Chief Investment Officer that were previously provided under the Administration Agreement and accordingly the Compensation Committee will review and recommend to the board for approval the compensation of the Chief Executive Officer, ChiefFinancial Officer and Chief Investment Officer going forward.

During 2023, our NEOs received approximately $3.4million in aggregatecompensation paid by our company for all services to our company and our subsidiaries. Our NEOs may, at the discretion of our company and/or Brookfield Corporation, participate in certain long-term incentive plans of our company, BrookfieldCorporation and/or Brookfield Asset Management for their services to our company, Brookfield Corporation or Brookfield Asset Management, including in the form of deferred share units, restricted shares, escrowed shares, and stock options. Each formof Brookfield Corporation, Brookfield Asset Management and Brookfield Reinsurance long-term incentive plans have similar terms and conditions.

With the exception of Mr.McConnie, there are no employment contracts between the NEOs and our company or Brookfield Corporation. Withthe exception of Mr.McConnie, none of the NEOs have any termination, change of control arrangement or other compensatory plan, contract or arrangement with our company or Brookfield Corporation. Pursuant to his employment agreement, in theevent that Mr.McConnie’s employment is terminated by his employer, he is eligible to receive a severance payment as determined under the Severance Payments Act of Barbados (Chapter 355A), plus aone-time payment in the amount of BBD$300,000 (equivalent to US$150,000 at an exchange rate of BBD$1.00 = US$0.50).

Compensation Elements for our NEOs

The primary elements of total compensation for our NEOs include base salary, annual management incentive plan awards, which we refer to as acash bonus, and participation in long-term incentive plans. For the year ended December 31, 2023, our company paid fees to Brookfield Corporation under the Administration Agreement on a cost recovery basis for the services of our Chief ExecutiveOfficer, Chief Financial Officer, and Chief Investment Officer equal to the pro rata portion of their annual base salary, cash bonus and overhead costs attributable to the services they provide

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to our company. Our company did not reimburse Brookfield Corporation for any costs associated with the participation of our Chief Executive Officer, Chief Financial Officer, or Chief InvestmentOfficer in Brookfield Corporation’s long-term incentive plans for the year ended December31, 2023. Effective March22, 2024, our company internalized the services of the Chief Executive Officer, Chief Financial Officer and ChiefInvestment Officer that were previously provided under the Administration Agreement and accordingly our company will be responsible for the full costs associated with the compensation of the Chief Executive Officer, Chief Financial Officer and ChiefInvestment Officer going forward, including in respect of the costs of participation in all long-term incentive plans.

Our company hasadopted an approach to compensation that aligns with Brookfield Corporation’s approach and consists of the three primary elements of base salary, cash bonus, and participation in long-term incentive plans. As executives progress within ourcompany, we expect that an increasingly larger share of annual compensation for these executives will be represented by awards pursuant to one of the long-term incentive plans of Brookfield or our company, which vest over time, in order for theexecutives to increase their ownership interest under one of the long-term incentive plans of Brookfield or our company and to be consistent with our company’s focus on long-term value creation. Our company had no control over the form oramount of the compensation paid by Brookfield Corporation to the Chief Executive Officer, Chief Financial Officer, Chief Investment Officer or the Chief Executive Officer of our reinsurance business for the year ended December31, 2023 andtheir participation in Brookfield’s long-term incentive plans was not allocated to or payable by our group in 2023. However, our company will reimburse Brookfield Corporation for the participation of our NEOs that are not employed by BrookfieldCorporation in Brookfield’s long-term incentive plans, which will include our Chief Executive Officer, Chief Financial Officer and Chief Investment Officer going forward.

Compensation of the NEOs for the year ended December31, 2023 was determined and approved by Brookfield Corporation, in the case of ourChief Executive Officer, Chief Financial Officer, Chief Investment Officer and the Chief Executive Officer of our reinsurance business, and by the Compensation Committee, in the case of all other NEOs. Going forward, compensation of our ChiefExecutive Officer, Chief Financial Officer and Chief Investment Officer will be recommended by the Compensation Committee to the board for approval.

Base Salaries

Basesalaries tend to remain fairly constant from one year to another unless the scope and responsibility of a position has changed. Base salaries deliver the only form of fixed compensation for the NEOs and are not intended to be the most significantcomponent of their compensation.

Cash Bonus and Long-Term Incentive Plans

Given the NEOs’ focus on long-term decision making, the impact of which is difficult to assess in the short-term, each of BrookfieldCorporation and our company believes that a heavy emphasis on annual incentives and a formulaic calculation based on specific operational or individual targets may not appropriately reflect their long-term objectives. Accordingly, the cash bonus andcompensation under long-term incentive plans are determined primarily through an evaluation of the progress made in executing the company’s strategy and the performance of the business as a whole. Significant contributions to the businessstrategy of Brookfield are also considered.

The level of cash bonus and long-term incentive compensation granted to each NEO isdiscretionary. While no specific weight is given to the achievement of any individual objective, consideration is given to their accomplishments during the year, and an assessment of their decisions and actions and how those decisions and actionsalign with the long-term strategy of value creation as well as how the NEO considered the risks associated with such decisions. In addition, consideration is given to the achievement of objective set at the beginning of the year with our ChiefExecutive Officer and whether any objectives were not met because management made decisions in the best long-term interests of the business or due to factors outside of management’s control.

Given that the exchangeable shares are intended to be, as nearly as practicable, functionally and economically equivalent to an investment inBrookfield ClassA Shares and that any long-term equity incentive plan of our company would need to be operated and administered as a long-term equity incentive plan of Brookfield, Brookfield

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Corporation and our company determined that continued participation by our NEOs in Brookfield’s long-term incentive plans remained appropriate.

Brookfield’s long-term incentive plans are intended to encourage share ownership in Brookfield ClassA Shares, increaseexecutives’ interest in the success of Brookfield, and encourage the retention of executives as a result of the delayed vesting of awards. The purpose of these arrangements is to align the interests of Brookfield shareholders and management andto motivate executives to improve Brookfield’s and our company’s long-term financial success, measured in terms of enhanced shareholder value over the long-term. This opportunity for wealth creation enables us to attract and retaintalented executives.

Brookfield has three forms of long-term incentive plans, of which the terms and conditions are substantially thesame between each company, in which certain NEOs of our company participate. They are described below in more detail:

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In addition to these plans, executives who have responsibilities in Brookfield’s dedicated fund management groups may have long termincentive arrangements that also include a component more directly linked to the long-term performance of the fund being managed. However, the payments made under such plans are directly related to the value created for the fund’s investorswhich, in turn, benefit Brookfield as the general partner and a limited partner. A percentage of the fund’s profits are paid to participants in these plans typically after the capital invested and a preferred rate of return has been paid toinvestors.

In 2023, our company adopted a restricted stock plan (the “BNRE Restricted Stock Plan”). Executive officersand key employees of our company, Brookfield Corporation and Brookfield Asset Management (other than non-employee members of the board and residents of the United States) designated by the board that provideservices to our company or our company’s Affiliates are eligible to participate in the BNRE Restricted Stock Plan, subject to applicable laws and regulations. For the purposes of the BNRE Restricted Stock Plan, “Affiliate” means withrespect to a person, any other person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person.

The maximum number of class A exchangeable shares that may be issued under the BNRE Restricted Stock Plan (the “BNRE RestrictedShares”) shall be equal to 10% of the issued and outstanding exchangeable shares from time to time, subject to adjustment in accordance with the provisions of the BNRE Restricted Stock Plan. Further, the number of class A exchangeableshares that may be issuable to insiders of our company at any time, or issued in any one year to insiders of our company, under any of our company’s security-based compensation arrangements cannot exceed in either case 10% of the issued andoutstanding class A exchangeable shares and class B shares; and no more than 5% of the issued and outstanding class A exchangeable shares may be issued under these arrangements to any one person. In addition, the number of Brookfield ClassAShares that may be issuable to Brookfield Corporation insiders at any time, or issued in any one year to Brookfield Corporation insiders, under any of Brookfield Corporation’s security-based compensation arrangements together with the BNRERestricted Stock Plan cannot exceed in either case 10% of the issued and outstanding Brookfield ClassA Shares. The board administers the BNRE Restricted Stock Plan and determines the vesting period for each BNRE Restricted Share grant, whichis generally 20% per year over five years commencing the first year after the grant. The BNRE Restricted Shares are not transferable until they are vested and no longer subject to any hold periods under the BNRE Restricted Stock Plan, other than inthe event of death or as otherwise approved by the board. No incremental entitlements will be triggered by a change in control of our company under the BNRE Restricted Stock Plan. The BNRE Restricted Stock Plan contains an amending provision settingout the types of amendments which can be approved without shareholder approval and those which require shareholder approval. Shareholder approval will be required for any amendment that increases the number of class A exchangeable shares issuableunder the BNRE Restricted Stock Plan, any amendment expanding the categories of eligible participants which may permit the introduction or reintroduction of non-employee directors of our company on adiscretionary basis, any amendment to remove or exceed the insider participation limits, any amendment which would permit BNRE Restricted Shares to be transferable or assignable other than for normal estate planning purposes, any amendment whichdeletes or reduces the range of amendments requiring shareholder approval or other amendments required by law to be approved by shareholders. Shareholder approval will not be required for, among other matters, any amendment to the BNRE RestrictedStock Plan or any BNRE Restricted Share that is of a housekeeping or administrative nature, that is necessary to comply with applicable laws or to qualify for favourable tax treatment, that is to the vesting, termination or early terminationprovisions, and to suspend or terminate the BNRE Restricted Stock Plan.

At the meeting, our company is seeking the approval from ourcompany’s shareholders in order to authorize the company to adopt the Escrowed Stock Plan. The Escrowed Stock Plan is intended to incent and retain designated

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executives or other persons designated by the board of directors for an extended period and to further align their long-term interests with those of other shareholders in a manner that is lessdilutive than alternative long term ownership plans, such as option plans. The Escrowed Stock Plan will result in no net dilution over time because any newly issued exchangeable shares under the Escrowed Stock Plan will be fully offset by thecancellation of exchangeable shares. In addition, awards granted under the Escrowed Stock Plan are intended to replace other forms of compensation that our company may offer to executives or other persons designated by the board of directors, andnot to increase the overall compensation received by those individuals. The number of exchangeable shares that may be issuable to insiders of our company at any time, or issued in any one year to insiders of our company, under any of ourcompany’s security-based compensation arrangements, including under the Restricted Stock Plan or, if approved by our company’s shareholders, the Escrowed Stock Plan, cannot exceed, in either case, 10% of the issued and outstanding class Aexchangeable shares and class B shares; and no more than 5% of the issued and outstanding exchangeable shares may be issued under these arrangements to any one person.

Effective March22, 2024, our company internalized the services of the Chief Executive Officer, Chief Financial Officer and ChiefInvestment Officer and now employs these individuals directly. As such, all of our NEOs are now subject to our company’s clawback policy. Pursuant to our clawback policy, executive officers of our company may be required to pay our company anamount equal to some or all of any cash payments or equity awards granted or paid to an executive officer under the terms of any of our company’s incentive compensation or short- or long-term incentive plans (collectively,“Awards”). This payment may be required in the event an executive officer is determined to have engaged in conduct which the Compensation Committee determines is detrimental to our company. The Compensation Committee has full andfinal authority to make all determinations under the clawback policy including, without limitation, whether the clawback policy applies and if so, the amount of compensation to be repaid or forfeited by the executive officer. In order to protect ourcompany’s reputation and competitive ability, executive officers of our company may be required to make such a payment if they engage in conduct that is detrimental to our company during or after the cessation of their employment with ourcompany. Detrimental conduct includes any conduct or activity, whether or not related to the business of our company, that is determined in individual cases by the Compensation Committee, to constitute: (i)fraud,theft-in-office, embezzlement or other indictable offences; (ii)failure to abide by applicable financial reporting, disclosure and/or accounting guidelines; (iii)material violations of our company’s Code of Business Conduct and Ethics; or (iv)material violations of our company’s positive work environment policy (including the sexual harassment related provisions thereof). The clawback policyrelates to any Awards received (i)on or after the date the executive officer is determined to have engaged in detrimental conduct and/or (ii)the two-year period prior to the date the executiveofficer is determined to have engaged in detrimental conduct. Where it is determined that the executive officer engaged in detrimental conduct, the Compensation Committee will have the ability to: (i)require the executive officer to re-pay any Award granted or paid to the executive officer; (ii)cancel/revoke any prior Award that has not yet vested, and any Award that has vested but has not yet been exercised by the executive officer;and/or (iii)require the executive officer to re-pay the cash value realized by the executive officer on any Award that has already vested to the executive officer.

Summary of Compensation

The following table sets out information concerning the compensation earned by, paid to or awarded to the NEOs during the year endedDecember31, 2023. During 2023, our Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and the Chief Executive Officer of our reinsurance business were employed by Brookfield Corporation and their services were providedto our company pursuant to the Administration Agreement on a cost recovery basis. Our company was not responsible for determining their compensation for the year ended December 31, 2023. The compensation information for our Chief Executive Officer,Chief Financial Officer, Chief Investment Officer and the Chief Executive Officer of our reinsurance business in the following table reflects the total compensation received in respect of all services provided to Brookfield.

Messrs. Shah, Corbett and Forestell are paid in Canadian dollars. Mr.Lorilla is paid in U.S. dollars and Mr.McConnie is paid inBarbadian dollars. All Canadian dollar compensation amounts have been converted into U.S. dollars at an exchange rate of C$1.00 = US$0.7411, which was the average exchange rate for 2023 as reported by Bloomberg, unless otherwise noted. All Barbadiandollar compensation amounts have been converted into U.S. dollars at an exchange rate of BBD$1.00 = US$0.50, which was the average exchange rate for 2023 as reported by Bloomberg, unless otherwise noted.

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Notes:

Notes:

(a) All values arecalculated using the closing price of a Brookfield ClassA Share on the vesting date on the TSX and on the NYSE, as applicable. Canadian dollar amounts are converted into U.S. dollars using the average Bloombergmid-market exchange rate for 2023 of C$1.00 = US$0.7547. The value of the escrowed shares is equal to the value of the Brookfield ClassA Shares held by the escrow company less the net liabilities andpreferred share obligations of the escrow company.

(b) Values represent the amount by which the value of Brookfield ClassA Shares exceeded theexercise price on the day the options vested.

(c) Values in this column represent the value of Brookfield DSUs vested in 2023, including DSUs awardedon February17, 2023 in lieu of the cash bonus related to performance in 2022.

(d) Values in this column represent the value of restrictedshares vested in 2023, including restricted shares awarded in lieu of the cash bonus related to performance in 2022.

Pension andRetirement Benefits

With the exception of Mr.McConnie, our NEOs do not participate in any registered defined benefit or definedcontribution plans or any other post-retirement supplementary compensation plans. The NEOs based in Canada receive an annual contribution to their registered retirement savings plans equal to 6% of their base salary, subject to an annual RRSPcontribution limit established by the CRA.

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Mr.McConnie participates in a defined contribution pension plan sponsored byBrookfield International Bank Inc. The employer contribution for Mr.McConnie under the plan is equal to 15% of his annual base salary. Mr.McConnie’s pension entitlement under the plan is fully vested as he has over 36 months ofcontinuous service with Brookfield. Membership in the plan terminates upon cessation of employment. The retirement age under the plan is 65 years.

The following table sets forth details regarding Mr.McConnie’s participation in the defined contribution pension plan in respect of2023.

Termination and Change of Control Benefits

With the exception of Mr.McConnie, there are no employment contracts between the NEOs and our company or Brookfield Corporation. Withthe exception of Mr.McConnie, none of the NEOs have any termination, change of control arrangement or other compensatory plan, contract or arrangement with our company or Brookfield Corporation.

Pursuant to his employment agreement, in the event that Mr.McConnie’s employment is terminated by his employer, he is eligible toreceive a severance payment as determined under the Severance Payments Act of Barbados (Chapter 355A), plus a one-time payment in the amount of BBD$300,000 (equivalent to US$150,000 at an exchange rate ofBBD$1.00 = US$0.50).

The following table provides a summary of the termination provisions in Brookfield Corporation’s long-termincentive plans and the BNRE Restricted Stock Plan. No incremental entitlements are triggered by termination, resignation, retirement or a change in control. Any exceptions to these provisions are approved on an individual basis at the time ofcessation of employment. Exceptions are approved by the chair of Brookfield Corporation’s compensation committee or its board of directors, depending on the circ*mstances, in respect of Brookfield Corporation’s long-term incentive plans orby the Compensation Committee or the board, depending on the circ*mstances, in respect of the BNRE Restricted Stock Plan.

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