Brookfield Asset Management Ltd. (NYSE: BAM, TSX: BAM) (“BAM”)
today announced that, following the recent resumption of mail
service in Canada, it has set a new meeting date of January 27,
2025 for its upcoming special meeting of shareholders (the
“Meeting”) in respect of the previously-announced arrangement to
enhance its corporate structure (the “Arrangement”). In addition,
BAM filed its management information circular (the “Circular”) in
connection with the Meeting, an electronic copy of which can be
accessed at https://bam.brookfield.com under “Notice and
Access 2025” and at www.sec.gov/edgar and www.sedarplus.ca.
Details of the Meeting
The Meeting will be held on Monday, January 27,
2025 at 10:00 a.m. (EST) in a virtual meeting format via live audio
webcast. At the Meeting, shareholders will be asked to approve (i)
a special resolution (the “Arrangement Resolution”) approving the
Arrangement and (ii) a special resolution increasing the number of
directors of BAM from 12 to 14 (the “Director Increase
Resolution”), all as more particularly described in the
Circular.
The board of directors of BAM (the
“Board”), with Mr. Bruce Flatt, who serves as CEO of both BAM and
Brookfield Corporation (“BN”), having abstained, based on, among
other things, the recommendation of the Governance, Nominating and
Compensation Committee of the Board, unanimously determined that
the Arrangement is in the best interests of BAM and unanimously
approved the Arrangement. Accordingly, the Board unanimously
recommends that shareholders vote FOR
the Arrangement Resolution at the meeting.
If the Arrangement Resolution is approved by
shareholders at the Meeting, BAM intends to obtain on January 30,
2025 a final order (the “Final Order”) from the Supreme Court of
British Columbia approving the Arrangement. Subject to obtaining
the Final Order and other customary closing conditions, the
Arrangement is expected to close in February 2025.
The Director Increase Resolution will enable the
Board to fill the two open positions created by the increase with
directors that are domiciled in the U.S., consistent with the
substantial portion of BAM’s asset management activities that are
conducted in the U.S. Moreover, the increase in the number of
directors on the Board will contribute to enabling BAM to: (1)
ensure that, as BAM continues to grow, the Board is of an adequate
size to fulfill its oversight and stewardship responsibilities; (2)
enhance the desired diversity of skills and experience among the
directors of BAM; and (3) further facilitate the Board’s succession
planning.
The Meeting will be held in a virtual meeting
format only. Shareholders will be able to listen to, participate in
and vote at the Meeting in real time through a web-based platform
instead of attending the Meeting in person. You can attend and vote
at the virtual Meeting by joining the live audio webcast at:
https://meetings.lumiconnect.com/400-755-930-608, entering your
control number and password “brookfield2025” (case sensitive). See
“Q&A on Voting” in the Circular for more information on how to
listen, register for and vote at the meeting.
We are posting an electronic version of the
Circular on our website for shareholder review – a process known as
“Notice and Access”. Under Notice and Access, if you would like
paper copies of the Circular, please contact us at 1-866-989-0311
or bam.enquiries@brookfield.com and we will mail materials to you
free of charge within three business days of your request, provided
the request is made before the date of the meeting or any
adjournment thereof. In order to receive the Circular in advance of
the deadline to submit your vote, we recommend that you contact us
before 5:00 p.m. (EST) on January 9, 2025. All shareholders who
have signed up for electronic delivery of the Circular will
continue to receive it by email.
Information for Registered
Holders
Registered shareholders and duly appointed
proxyholders (including non-registered shareholders who have duly
appointed themselves as proxyholder) that attend the Meeting online
will be able to vote by completing a ballot online during the
meeting through the live webcast platform.
If you are not attending the virtual Meeting and
wish to vote by proxy, we must receive your vote by 5:00 p.m. (EST)
on Thursday, January 23, 2025. You can cast your proxy vote in the
following ways:
- On the Internet at
www.meeting-vote.com;
- Fax your signed proxy to (416)
595-9593;
- Mail your signed proxy using the
business reply envelope accompanying your proxy;
- Scan and send your signed proxy to
proxyvote@tmx.com; or
- Call by telephone at
1-888-489-5760.
Registered shareholders that have not received a
form of proxy with a control number are encouraged to contact our
transfer agent, TSX Trust Company, at 1-866-751-6315 (within North
America) or (416) 682-3860 (outside of North America) or online at
https://www.tsxtrust.com/control-number-request. Once you have
obtained your control number(s), you can vote your shares
represented by such control number(s) as set out above.
Information for Beneficial
Holders
Non-registered shareholders will receive a
voting instruction form with their physical copy of this notice. If
you wish to vote, but not attend the meeting, the voting
instruction form must be completed, signed and returned in
accordance with the directions on the form. You may also vote by
telephone or on the Internet prior to the meeting by following the
instructions on the voting instruction form.
Beneficial holders that have not received a
voting instruction form with a control number are encouraged to
contact their brokerage firm, financial institution or
intermediary. Once you have obtained your control number(s), you
can vote your shares represented by such control number(s) in
accordance with the instructions provided by your brokerage firm,
financial institution or intermediary.
About Brookfield Asset
Management
BAM is a leading global alternative asset
manager with over $1 trillion of assets under management across
renewable power and transition, infrastructure, private equity,
real estate, and credit. BAM invests client capital for the
long-term with a focus on real assets and essential service
businesses that form the backbone of the global economy. BAM offers
a range of alternative investment products to investors around the
world — including public and private pension plans, endowments and
foundations, sovereign wealth funds, financial institutions,
insurance companies and private wealth investors. BAM draws on
Brookfield’s heritage as an owner and operator to invest for value
and generate strong returns for its clients, across economic
cycles.
For more information, please visit BAM’s website
at www.bam.brookfield.com or contact:
Media:Simon
MaineTel: +44 739 890 9278Email: simon.maine@brookfield.com |
Investor
Relations:Jason FooksTel: (212) 417-2442Email:
jason.fooks@brookfield.com |
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Forward Looking Statements
This press release contains “forward-looking
information” within the meaning of Canadian provincial securities
laws and “forward-looking statements” within the meaning of
the U.S. Securities Act of 1933,
the U.S. Securities Exchange Act of 1934, “safe harbor”
provisions of the United States Private Securities Litigation
Reform Act of 1995 and in any applicable Canadian securities
regulations (collectively, “forward-looking statements”).
Forward-looking statements include statements that are predictive
in nature, depend upon or refer to future results, events or
conditions, and include, but are not limited to, statements which
reflect management’s current estimates, beliefs and assumptions and
which are in turn based on our experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors management believes are
appropriate in the circumstances. The estimates, beliefs and
assumptions of BAM and BN are inherently subject to
significant business, economic, competitive and other uncertainties
and contingencies regarding future events and as such, are subject
to change. Forward-looking statements are typically identified by
words such as “expect”, “anticipate”, “believe”, “foresee”,
“could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”,
“will”, “may” and “should” and similar expressions. In particular,
the forward-looking statements contained in this press release
include statements referring to the expected timing of the Meeting
and closing of the Arrangement. Factors that could cause actual
results, performance, achievements or events to differ from current
expectations include, among others, risks and uncertainties related
to: obtaining approvals, rulings, court orders and consents, or
satisfying other requirements, necessary or desirable to permit or
facilitate completion of the Arrangement (including regulatory and
shareholder approvals); future factors that may arise making it
inadvisable to proceed with, or advisable to delay, all or part of
the Arrangement; and business cycles, including general economic
conditions.
Certain risks and uncertainties specific to the
proposed Arrangement will be further described in the management
information circular to be mailed to BAM shareholders in advance of
the Meeting. Other factors, risks and uncertainties not presently
known to BAM or BN or that BAM and BN currently believe are not
material could also cause actual results or events to differ
materially from those expressed or implied by statements containing
forward-looking statements. Readers are cautioned not to place
undue reliance on statements containing forward-looking statements
that are included in this press release, which are made as of the
date of this press release, and not to use such information for
anything other than their intended purpose. BAM and BN disclaim any
obligation or intention to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable law.
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