PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Under the Business Corporations
Act (Ontario), each of Brookfield Corporation (“BN”), Brookfield Finance Inc. (“BFI”) and Brookfield
Finance II Inc. (“BFI II”), Brookfield Finance IV Inc. (“BFI IV”) and Brookfield Finance V Inc.
(“BFI V” and together with BN, BFI, BFI II and BFI IV, the “F-10 Registrants”) may indemnify a present
or former director or officer or another individual who acts or acted at such F-10 Registrant’s request as a director or officer,
or in a similar capacity, of another entity (the “indemnified individual”), against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the indemnified individual in respect of any
civil, criminal, administrative, investigative or other proceeding in which the indemnified individual is involved because of that association
with such F-10 Registrant or such other entity and provided that the indemnified individual acted honestly and in good faith with a view
to the best interests of such F-10 Registrant or the other entity, as the case may be, and, in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, such indemnified individual had reasonable grounds for believing that his
or her conduct was lawful. A F-10 Registrant may, with court approval, indemnify an indemnified individual in respect of an action by
or on behalf of a F-10 Registrant or such other entity to obtain a judgment in its favour, to which the indemnified individual is made
a party because of their association with a F-10 Registrant or such other entity. An indemnified individual is entitled to indemnification
from such F-10 Registrant as a matter of right if such indemnified individual was not judged by a court or other competent authority to
have committed any fault or omitted to do anything that the indemnified individual ought to have done and fulfilled the conditions set
forth above.
In accordance with the Business
Corporations Act (Ontario), the board of directors of BN approved a resolution (the “Resolution”) dated August 1,
1997 providing for the following:
| (i) | BN shall indemnify a director or officer of BN, a former director or officer of BN or a person who acts
or acted at BN’s request as a director or officer of a body corporate of which BN is or was a shareholder or creditor, and his or
her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy
a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or
she is made a party by reason of being or having been a director or officer of BN or such body corporate (except in respect of an action
by or on behalf of BN or such body corporate to procure a judgment in its favor), if |
| (a) | he or she acted honestly and in good faith with a view to the best interests of BN, and |
| (b) | in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty,
he or she had reasonable grounds for believing that his or her conduct was lawful; |
| (ii) | BN shall, with the prior approval of the court having jurisdiction, indemnify a person referred to in
(i) above in respect of an action by or on behalf of BN or such body corporate to procure a judgment in its favor, to which he or
she is made a party by reason of being or having been a director or an officer of BN or such body corporate, against all costs, charges
and expenses reasonably incurred by him or her in connection with such action if he or she fulfils the conditions set out in paragraphs (i)(a) and
(b) above; and |
| (iii) | notwithstanding anything in (i) and (ii) above, a person referred to in (i) above shall
be indemnified by BN in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defense of
any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director
or officer of BN or body corporate, if the person seeking indemnity, |
| (a) | was substantially successful on the merits in his or her defense of the action or proceeding, and |
| (b) | fulfills the conditions set out in paragraphs (i)(a) and (b) above. |
Nothing in the by-laws or
resolutions of BN limits the right of any person entitled to claim indemnity apart from the indemnity provided pursuant to the Resolution.
A policy of directors’
and officers’ liability insurance is maintained by BN which insures, subject to certain exclusions, directors and officers for losses
as a result of claims against the directors and officers of BN in their capacity as directors and officers and also reimburses BN for
payments made pursuant to the indemnity provided by BN pursuant to the Resolution or as required or permitted by law.
**********
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors,
officers or persons controlling each of the F-10 Registrants pursuant to the foregoing provisions, each F-10 Registrant has been informed
that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
EXHIBITS TO FORM F-10
The following exhibits have
been filed or incorporated by reference as part of this Registration Statement:
EXHIBIT
NUMBER |
|
DESCRIPTION |
| |
|
|
| 4.1 |
|
Annual Information Form of BN for the financial year ended December 31, 2024 (incorporated by reference from Exhibit 99.1 to BN’s Annual Report on Form 40-F for the year ended December 31, 2024, filed on March 24, 2025) |
| |
|
|
| 4.2 |
|
Audited
comparative consolidated financial statements of BN and the notes thereto for the financial years ended December 31, 2024 and
2023, together with the report of the independent registered public accounting firm thereon (incorporated by reference from pages
120 to 208 of Exhibit 99.2 to BN’s Annual Report on Form 40-F for the year ended December 31, 2024, filed on
March 24, 2025) |
| |
|
|
| 4.3 |
|
Management’s
discussion and analysis for the audited comparative consolidated financial statements of BN for the financial years ended
December 31, 2024 and 2023 (incorporated by reference from pages 1 to 119 of Exhibit 99.2 to BN’s Annual Report on
Form 40-F for the year ended December 31, 2024, filed on March 24, 2025) |
| |
|
|
| 4.4 |
|
Management Information Circular for BN’s 2025 annual meeting of shareholders (incorporated by reference from Exhibit 99.2 to BN’s Form 6-K, filed on May 5, 2025) |
| |
|
|
| 4.5 |
|
Unaudited comparative interim consolidated financial statements of BN and the notes thereto for the three and nine months ended September 30, 2024 and 2023 (incorporated by reference from pages 65 to 97 of Exhibit 99.1 to BN’s Form 6-K filed on November 17, 2025) |
| |
|
|
| 4.6 |
|
Management's discussion and analysis for the unaudited comparative interim consolidated financial statements of BN for the three and nine months ended September 30, 2024 and 2023 (incorporated by reference from pages 10 to 64 of Exhibit 99.1 to BN’s Form 6-K filed on November 17, 2025) |
| |
|
|
| 5.1 |
|
Consent of Deloitte LLP |
| |
|
|
| 6.1 |
|
Powers of Attorney (BN) (included on the signature pages of this Form F-10) |
| |
|
|
| 6.2 |
|
Powers of Attorney (BFI) (included on the signature pages of this Form F-10) |
| |
|
|
| 6.3 |
|
Powers of Attorney (BFI II) (included on the signature pages of this Form F-10) |
| |
|
|
| 6.4 |
|
Powers of Attorney (BFI IV) (included on the signature pages of this Form F-10) |
| |
|
|
| 6.5 |
|
Powers of Attorney (BFI V) (included on the signature pages of this Form F-10) |
| |
|
|
| 7.1 |
|
Trust Indenture, dated as of September 20, 1995, between BN and Computershare Trust Company of Canada (formerly Montreal Trust Company of Canada), as trustee (incorporated by reference from Exhibit 7.1 to BN’s Form F-9 filed on January 21, 2004) |
| |
|
|
| 7.2 |
|
Trust Indenture, dated as of June 2, 2016, among BFI, as the issuer, BN, as guarantor, and Computershare Trust Company of Canada, as trustee (incorporated by reference from Exhibit 99.1 to BN’s Form 6-K filed on June 2, 2016) |
EXHIBIT
NUMBER |
|
DESCRIPTION |
| |
|
|
| 7.3 |
|
Subordinated Trust Indenture, dated as of October 16, 2020, among BFI, as the issuer, BN, as guarantor, and Computershare Trust Company of Canada, as trustee (incorporated by reference from Exhibit 99.2 to BN’s Form 6-K filed on October 16, 2020) |
| |
|
|
| 7.4 |
|
Trust Indenture, dated as of November 24, 2020, among Brookfield Finance I (UK) plc, as the issuer, BN, as guarantor, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee the (“November 2020 UK Issuer Indenture”) (incorporated by reference from Exhibit 99.1 to BN’s Form 6-K filed on November 24, 2020) |
| |
|
|
| 7.5 |
|
Trust Indenture, dated as of July 26, 2021, among Brookfield Finance I (UK) plc, as the issuer, BN, as guarantor, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee (the “July 2021 UK Issuer Indenture” and together with the November 2020 UK Issuer Indenture, the “UK Issuer Indentures”) (incorporated by reference from Exhibit 99.1 to BN’s Form 6-K filed on July 26, 2021) |
| |
|
|
| 7.6 |
|
Trust Indenture, dated as of December 14, 2022, among BFI II, as the issuer, BN, as guarantor, and Computershare Trust Company of Canada, as trustee (incorporated by reference from Exhibit 99.1 to BN’s Form 6-K filed on December 14, 2022) |
| |
|
|
| 7.7 |
|
Trust Indenture, dated as of June 14, 2023, among Brookfield Capital Finance LLC, as the issuer, BN, as guarantor, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee (the “US LLC Issuer Indenture”) (incorporated by reference from Exhibit 99.1 to BN’s Form 6-K filed on June 14, 2023) |
| |
|
|
| 7.8 |
|
Form of Trust Indenture among Brookfield Finance (Australia) Pty Ltd, as the issuer, BN, as guarantor, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee (the “AUS Issuer Indenture”) (incorporated by reference from Exhibit 7.6 to BN’s Form F-10/A filed on October 6, 2020) |
| |
|
|
| 8.1 |
|
Statement of Eligibility on Form T-1 of Computershare Trust Company, N.A. with respect to the UK Issuer Indentures |
| |
|
|
| 8.2 |
|
Statement of Eligibility on Form T-1 of Computershare Trust Company, N.A. with respect to the US LLC Issuer Indenture |
| |
|
|
| 8.3 |
|
Statement of Eligibility on Form T-1 of Computershare Trust Company, N.A. with respect to the AUS Issuer Indenture |
| |
|
|
| 107 |
|
Filing Fee Table |
FORM F-10
