Brookfield Corporation Ltd., 2026 CanLII 54407

Ontario Commission des 22^nd Floor 22e étage

Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest

Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8

May 27, 2026

(the Jurisdiction)

AND

DECISION

Background

The principal regulator in the Jurisdiction has received an application from Brookfield Corporation Ltd. (the Filer or New BN) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation):

(a) exempting the Filer from the requirements in section 12.2 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) to refer to the class A limited voting shares (Class A Shares), the class B limited voting shares (Class B Shares) and the class E exchangeables limited voting share (the Class E Share) of the Filer using a term that includes appropriate restricted security terms and not to refer to the Class A Shares by a term that includes “common” unless the securities are common shares in respect of any prospectuses that may be filed by the Filer under NI 41-101 or National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101), including a prospectus filed under National Instrument 44-102 Shelf Distributions (collectively, the Prospectuses and each a Prospectus) (the Prospectus Disclosure Exemption);

(b) exempting the Filer from the requirements in Part 10 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) to refer to the Class A Shares, the Class B Shares and the Class E Share in prescribed continuous disclosure documents using a term that includes appropriate restricted security terms and not to refer to the Class A Shares, the Class B Shares or the Class E Share by a term that includes “common” unless the securities are common shares (the NI 51-102 Exemption);

(c) exempting the Filer from the requirements in Part 2 of OSC Rule 56-501 Restricted Shares (OSC Rule 56-501) in respect of disclosure relating to the Class A Shares, the Class B Shares and the Class E Share in dealer and advisor documentation and rights offering circulars or offering memoranda of the Filer (the OSC Rule 56-501 Exemption); and

(d) exempting the Filer from the requirement in section 12.3 of NI 41-101 that the Filer obtain majority approval of its securityholders on a class basis, excluding the votes attached to securities held by affiliates or control persons of the Filer, prior to being able to distribute Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Class A Shares under a prospectus (the Approval Exemption, together with the Prospectus Disclosure Exemption, the NI 51-102 Exemption and the OSC Rule 56-501 Exemption, the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, NI 41-101, NI 51-102 and OSC Rule 56-501 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

Brookfield Corporation (BN) is a corporation existing and in good standing under the Business Corporations Act (Ontario). BN’s registered office and head office is located at Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3.
BN is a reporting issuer in all of the provinces and territories of Canada and is not in default of any requirement of securities legislation in the jurisdictions in which it is a reporting issuer.
BN’s authorized share capital consists of: (a) an unlimited number of class A limited voting shares (BN Class A Shares); (b) 85,120 class B limited voting shares (BN Class B Shares); (c) an unlimited number of class A preference shares, issuable in series (BN Preferred Shares); and (d) an unlimited number of preference shares designated as class AA preference shares, issuable in series, of which no series have been created or issued.
The BN Class A Shares are co-listed on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX) under the symbol “BN”. Certain series of BN Preferred Shares (BN Listed Preferred Shares) are also listed on the TSX.
The BN Class B Shares are held by a trust.
Except with respect to the election of directors, each holder of BN Class A Shares and BN Class B Shares is entitled to notice of, and to attend and vote at, all meetings of BN’s shareholders, other than meetings at which holders of only a specified class or series may vote, and shall be entitled to cast one vote per share. Subject to applicable law and in addition to any other required shareholder approvals, all matters to be approved by shareholders (other than the election of directors), must be approved: by a majority or, in the case of matters that require approval by a special resolution of shareholders, at least 66 ⅔%, of the votes cast by holders of BN Class A Shares who vote in respect of the resolution or special resolution, as the case may be; and by a majority or, in the case of matters that require approval by a special resolution of shareholders, at least 66 ⅔%, of the votes cast by holders of BN Class B Shares who vote in respect of the resolution or special resolution, as the case may be. In the election of directors, holders of BN Class A Shares, together, in certain circumstances, with the holders of certain series of BN Preferred Shares, are entitled to elect one-half of the board of directors of BN, and holders of BN Class B Shares are entitled to elect the other one-half of the board of directors of BN.
Brookfield Wealth Solutions Ltd. (BWS) is an exempted company limited by shares established, registered and in good standing under the laws of Bermuda. BWS’s registered and head office is located at Ideation House, First Floor, 94 Pitts Bay Road, Pembroke HM08 Bermuda.
BWS is a reporting issuer in all of the provinces and territories of Canada and is an SEC foreign issuer within the meaning of section 1.1 of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102) and satisfies its continuous disclosure obligations by complying with U.S. federal securities laws as is permitted under NI 71-102. BWS is not in default of any requirement of securities legislation in the jurisdictions in which it is a reporting issuer.
The authorized capital of BWS consists of: (a) 1,500,000,000 class A exchangeable limited voting shares (BWS Class A Shares); (b) 750,000,000 class A-1 exchangeable non-voting shares; (c) 750,000 class B limited voting shares (BWS Class B Shares); (d) 1,000,000,000 class C non-voting shares (BWS Class C Shares); (e) 1,000,000,000 class A junior preferred shares, issuable in series; (f) 1,000,000,000 class B junior preferred shares, issuable in series; (g) 100,000,000 class A senior preferred shares, issuable in series; and (h) 100,000,000 class B senior preferred shares, issuable in series.
The BWS Class A Shares are co-listed on the NYSE and the TSX under the symbol “BWS”. BWS is a “paired entity” to BN as each BWS Class A Share has been structured with the intention of providing an economic return equivalent to one BN Class A Share due to each BWS Class A Share: (a) being exchangeable at the option of the holder for one BN Class A Share or its cash equivalent; and (b) receiving distributions at the same time and in the same amounts as dividends on the BN Class A Shares.
The BWS Class B Shares are held by a trust.
Except with respect to the election of directors, each holder of BWS Class A Shares and BWS Class B Shares is entitled to notice of, and to attend and vote at, all meetings of BWS’s shareholders, other than meetings at which holders of only a specified class or series may vote, and shall be entitled to cast one vote per share. Subject to applicable law and in addition to any other required shareholder approvals, all matters to be approved by shareholders must be approved by: (a) a majority or, where a higher threshold is specified under applicable law, the higher percentage of the votes cast by holders of BWS Class A Shares who vote in respect of the resolution; and (b) a majority or, where a higher threshold is specified under applicable law, the higher percentage of the votes cast by the holder of BWS Class B Shares who vote in respect of the resolution. In the election of directors, holders of BWS Class A Shares are entitled to elect one-half of the board of directors of BWS, and holders of BWS Class B Shares are entitled to elect the other one-half of the board of directors of BWS.
BN is the sole beneficial owner of all of the issued and outstanding BWS Class C Shares, which are the only “equity securities” (as defined in National Instrument 62-104 Take-Over Bids and Issuer Bids) of BWS. The BWS Class A Shares and BWS Class B Shares do not carry a residual right to participate in the assets of BWS upon liquidation or winding-up of BWS and accordingly are not equity securities.
The holder of the BWS Class C Shares is entitled to notice of, and to attend, any meetings of BWS’s shareholders, but is not entitled to vote at any such meetings except as required by law and except that such holder is entitled to consent to, among other things, any redemption of the BWS Class A Shares by BWS.
The Filer was formed by BWS on January 9, 2026 as an exempted company limited by shares existing under the laws of Bermuda in connection with a proposed transaction (the Transaction) involving BN, BWS and the Filer under which the businesses of BN and BWS will be consolidated under the Filer pursuant to an arrangement agreement (the Arrangement Agreement), including a plan of arrangement (the Arrangement) and certain amendments to the bye-laws of BWS (the BWS Bye-Law Amendments). The Filer’s registered and head office is located at 73 Front Street, 5^th Floor, Hamilton HM 12, Bermuda.
The Filer is not a reporting issuer in any of the provinces or territories of Canada. Upon completion of the Transaction, the Filer will become a reporting issuer in each of the provinces and territories of Canada.
Upon completion of the Transaction, the Filer’s authorized share capital will consist of: (a) Class A Shares; (b) Class B Shares; (c) one Class E Share; (d) class A senior preferred shares, issuable in series; and (e) class A junior preferred shares, issuable in series.
The terms of the Class A Shares and the Class B Shares will be substantially equivalent, except for the differing voting rights attached to the two classes of shares, and are intended to be the same as the terms and conditions of the BN Class A Shares and the BN Class B Shares. The Class E Share will exist to facilitate the voting rights of holders of Exchangeable Shares (as defined below) at the Filer level.
The Class A Shares, the Class B Shares and the Class E Share qualify as “restricted securities” under NI 41-101 and NI 51-102 and as “restricted shares” under OSC Rule 56-501 (together, the Restricted Securities Provisions) because the Filer’s constating documents contain provisions that restrict the voting rights of such securities in any election of the board of directors. Specifically, pursuant to the Filer’s constating documents, in the election of directors, (i) holders of Class A Shares, together with holders of Exchangeable Shares through the Class E Share, will be entitled to elect one-half of the board of directors of the Filer, (ii) holders of Class B Shares will be entitled to elect the other one-half of the board of directors of the Filer, and (iii) neither the Class A Shares, the Class E Share nor the Class B Shares, on their own right, have the right to vote for the entire board of directors.
The Filer believes that none of the “restricted security terms” or “restricted share terms” referred to in the Restricted Securities Provisions, namely, “non-voting security”, “restricted voting security” and “subordinate voting security”, accurately describe the Class A Shares, the Class B Shares or the Class E Share. It is submitted that, while the term “limited voting” is not enumerated as a category of restricted security in the Restricted Securities Provisions, in the circumstances it is the appropriate term to describe the Class A Shares, the Class B Shares and the Class E Share.
In any Prospectus and its other disclosure documents, the Filer will refer to:

(a) the Class A Shares as “class A limited voting shares” and/or “class A shares”;

(b) the Class B Shares as “class B limited voting shares” and/or “class B shares”;

(d) the Class A Shares, the Class B Shares and the Class E Share collectively as “shares” and the collective holders of those shares as “shareholders”.

In any Prospectus and its other disclosure documents, the Filer will refrain from: (a) using the terms “common share” or “per common share” when referring to the Class A Shares, the Class B Shares and/or the Class E Share; and (b) using the term “common equity” except for in the limited circumstances when it is discussing equity amounts as opposed to share numbers (e.g., dollar amounts and the values used in debt to capitalization ratios).
Referring to the Class A Shares and the Class B Shares using the terms set out in paragraph 21 above, which are used by BN and BWS in their disclosure documents to refer to the BN Class A Shares and the BN Class B Shares, provides consistency in disclosure as the Class A Shares and the Class B Shares are intended to have similar terms and conditions as the BN Class A Shares and the BN Class B Shares.
Together, following completion of the Transaction, holders of the Class A Shares, the Class B Shares and the Class E Share will have all of the voting and other rights typically attached to common equity, including the right to elect all of the members of the board of directors of the Filer.
Referring to the Class A Shares and Class B Shares collectively as “common equity” allows the Filer to delineate between the preference and non-preference equity in a manner that is familiar to the market, all while meeting the requirements of not referring to the Class A Shares or Class B Shares as “common” shares.
The Filer will otherwise comply with Part 12 of NI 41-101 and Part 10 of NI 51-102.
Brookfield Canada Corporation (New BNC) will be a newly formed corporation under the Business Corporations Act (Ontario). Its head office will be located at Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3.
New BNC is not a reporting issuer in any of the provinces or territories of Canada. Upon completion of the Transaction, New BNC will become a reporting issuer in each of the provinces and territories of Canada and an “exchangeable security issuer” (as defined in NI 51-102).
Upon completion of the Transaction, New BNC’s authorized share capital will consist of: (a) an unlimited number of class A non-voting exchangeable shares (Exchangeable Shares); (b) an unlimited number of common shares; and (c) an unlimited number of Class A junior preferred shares, issuable in series.
Eligible Canadian holders of BN Class A Shares will be able to elect to receive Exchangeable Shares instead of Class A Shares. The Exchangeable Shares will at all times carry, as nearly as possible, equivalent economic entitlements to the Class A Shares, for which they will be exchangeable on a one-for-one basis. Holders of Exchangeable Shares will be entitled to vote on all matters that come before meetings of shareholders of the Filer at which holders of Class A Shares are entitled to vote pursuant to a voting trust agreement between New BNC and a Canadian trust company that will hold beneficial title to the Class E Share.
The Transaction is intended to streamline and simplify the corporate structure of BN and BWS by consolidating their businesses under one new public company, the Filer, and moving the holders of BN Class A Shares, BWS Class A Shares and BWS Class B Shares to the Filer. The Transaction will be implemented pursuant to the Arrangement Agreement, the Arrangement and the BWS Bye-Law Amendments as follows:

(a) holders of BN Class A Shares will receive, for each BN Class A Share held, either one Class A Share or, in the case of electing eligible Canadian holders, one Exchangeable Share;

(b) holders of BWS Class A Shares will receive one Class A Share for each BWS Class A Share held; and

Subject to TSX and NYSE approval, upon closing of the Transaction: (a) the Class A Shares will be co-listed on the NYSE and the TSX and the Exchangeable Shares will be listed on the TSX; (b) the BN Class A Shares and the BWS Class A Shares will be delisted from the TSX and NYSE; and (c) BWS will apply to cease being a reporting issuer.
The BN Listed Preferred Shares will continue to be listed on the TSX and BN will continue to be a reporting issuer following closing of the Transaction.
Upon completion of the Transaction, BWS will be an indirect wholly-owned subsidiary of the Filer and all of the outstanding BN Class A Shares will be beneficially owned by the Filer.
The distribution of the Class A Shares, Class B Shares and Exchangeable Shares pursuant to the Transaction will be exempt from the prospectus requirement under Section 2.11(a) of National Instrument 45-106 Prospectus Exemptions as a distribution in connection with a statutory plan of arrangement.
The distribution of Class A Shares pursuant to the Transaction is a “stock distribution” within the meaning of OSC Rule 56-501. However, since the Filer will be a private company immediately prior to the distribution of Class A Shares, subsection 3.2(1) of OSC Rule 56-501 does not apply to the distribution of Class A Shares pursuant to the Transaction and for any subsequent distributions by the Filer of Class A Shares, on the basis of the exception contained in subsection 3.2(3) of OSC Rule 56-501.
The Transaction is not a “business combination” or a “related party transaction” for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
The boards of directors of BN and BWS, after receiving the advice of external legal counsel, have considered and not identified any conflicts of interest arising in connection with the Transaction.
The Transaction will be described in information circulars of each of BN and BWS (the Circulars) that will contain or incorporate by reference prospectus-level disclosure regarding the Filer, the Class A Shares, the Class B Shares, the Class E Share and the Exchangeable Shares. The Circulars will comply with the disclosure requirements with respect to an information circular related to restricted shares set out in section 3.2(1)(e) of OSC Rule 56-501 and section 12.3(2) of NI 41-101.
The meeting of the holders of BN Class A Shares and BN Class B Shares (the BN Meeting) and the meeting of the holders of BWS Class A Shares, BWS Class B Shares and BWS Class C Shares (the BWS Meeting and, together with the BN Meeting, the Meetings) will each be held in accordance with applicable requirements, including, in the case of BN, the procedures established by the Ontario Superior Court of Justice (Commercial List).
At the Meetings, the following approvals will be required and will be sought:

(a) in respect of BN, the affirmative vote of (i) not less than 66⅔% of the votes cast by the holders of BN Class A Shares present in person or represented by proxy at the BN shareholders’ meeting and (ii) not less than 66⅔% of the votes cast by the holders of BN Class B Shares present in person or represented by proxy at the BN shareholders’ meeting, in each case, for the resolutions approving the Transaction (the BN Resolutions); and

(b) in respect of BWS, (i) the affirmative vote of a majority of the votes cast by holders of BWS Class A Shares as of the close of business on the record date for shareholders entitled to notice of and to vote at the BWS shareholders’ meeting; (ii) the affirmative vote of a majority of the votes cast by holders of BWS Class B Shares as of the close of business on the record date for shareholders entitled to notice of and to vote at the BWS shareholders’ meeting; and (iii) the approval of the holder of the BWS Class C Shares, in each case, for the resolutions approving the Transaction (the BWS Resolutions).

Upon the completion of the Transaction, the Class A Shares will be “restricted securities” within the meaning of NI 41-101 and any prospectus distributions of Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Class A Shares will require the approval of holders of Class A Shares (the Prospectus Approval).
The Circulars will disclose that:

(a) the Filer has applied for the Requested Relief in order to not require further approval by the holders of Class A Shares for any future Prospectus Approval pursuant to NI 41-101, conditional upon the BN Resolutions and the BWS Resolutions having been approved by, on a combined basis, a majority of the votes cast by holders of BN Class A Shares and holders of BWS Class A Shares (other than affiliates and control persons of BN and BWS) (the Combined Approval); and

(b) accordingly, (i) in respect of BN, holders of the BN Class A Shares voting in favour of the BN Resolutions will constitute voting in favour of the Filer’s ability to conduct future issuances of Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Class A Shares pursuant to a prospectus, and (ii) in respect of BWS, holders of the BWS Class A Shares voting in favour of the BWS Resolutions will constitute voting in favour of the Filer’s ability to conduct future issuances of Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Class A Shares pursuant to a prospectus, in each case, without requiring further approval by New BN shareholders in accordance with NI 41-101.

Upon the completion of the Transaction, the Filer will be a reporting issuer in each of the provinces and territories of Canada that will be a “successor issuer” to BN under NI 44-101.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Requested Relief is granted so long as:

in connection with the Prospectus Disclosure Exemption, as it applies to any Prospectus filed by the Filer:

(a) representations 21 and 22 above continue to apply,

(b) the Filer has no restricted securities (as defined in section 1.1 of NI 41-101) issued and outstanding other than the Class A Shares, the Class B Shares and the Class E Share, and

in connection with the NI 51-102 Exemption, as it applies to disclosure documents filed by the Filer under NI 51-102:

(a) representations 21 and 22 above continue to apply, and

(b) the Filer has no restricted securities (as defined in section 1.1(1) of NI 51-102) issued and outstanding other than the Class A Shares, the Class B Shares and the Class E Share;

in connection with the OSC Rule 56-501 Exemption, at the time the Filer relies on the Requested Relief:

(a) representations 21 and 22 above continue to apply, and

(b) the Filer has no restricted securities (as defined in section 1.1 of OSC Rule 56-501) issued and outstanding other than the Class A Shares, the Class B Shares and the Class E Share; and

in connection with the Approval Exemption:

(a) the Combined Approval has been obtained at the BN Meeting and the BWS Meeting,

(b) the first prospectus filed by the Filer discloses that:

(i) the Filer obtained the Combined Approval at the BN Meeting and the BWS Meeting, and

(ii) the Filer obtained the Requested Relief, and

(c) any subsequent restricted security reorganization carried out by the Filer related to the Class A Shares, the Class B Shares or the Class E Share complies with the provisions of section 12.3 of NI 41-101.

“David Surat”

David Surat

Associate Vice President, Corporate Finance

Ontario Securities Commission OSC File #: 2026-173