POWER
OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Bruce Flatt, Nicholas Goodman and Swati Mandava his/her true and lawful attorney-in-fact
and agent, each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in
any and all capacities, to sign any or all amendments (including amendments to be declared effective in accordance with Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on December 19,
2025.
| Signature |
|
Title |
| |
|
|
| /s/
Bruce Flatt |
|
Director
and Chief Executive Officer (Principal Executive Officer) |
| Bruce
Flatt |
|
|
| |
|
|
| /s/
Nicholas Goodman |
|
Chief
Financial Officer (Principal Financial and Accounting Officer) |
| Nicholas
Goodman |
|
|
| |
|
|
| /s/
M. Elyse Allan |
|
Director |
| M.
Elyse Allan |
|
|
| |
|
|
| /s/
Justin B. Beber |
|
Director
|
| Justin
B. Beber |
|
|
| Signature |
|
Title |
| |
|
|
| /s/
Jeffrey M. Blidner |
|
Director
and Vice Chairman |
| Jeffrey
M. Blidner |
|
|
| |
|
|
| /s/
Jack L. Cockwell |
|
Director |
| Jack
L. Cockwell |
|
|
| |
|
|
| /s/
Maureen V. Kempston Darkes |
|
Director |
| Maureen
V. Kempston Darkes |
|
|
| |
|
|
| /s/
Janice Fukakusa |
|
Director |
| Janice
Fukakusa |
|
|
| |
|
|
| /s/
Brian D. Lawson |
|
Director
and Vice Chairman |
| Brian
D. Lawson |
|
|
| |
|
|
| /s/
Howard S. Marks |
|
Director |
| Howard
S. Marks |
|
|
| |
|
|
| /s/
Frank J. McKenna |
|
Chairman
of the Board of Directors |
| Frank
J. McKenna |
|
|
| |
|
|
| /s/
Rafael Miranda |
|
Director |
| Rafael
Miranda |
|
|
| |
|
|
| /s/
Lord Augustine Thomas O’Donnell |
|
Director |
| Lord
Augustine Thomas O’Donnell |
|
|
| |
|
|
| /s/
Hutham S. Olayan |
|
Director |
| Hutham
S. Olayan |
|
|
| |
|
|
| /s/
Samuel J.B. Pollock |
|
Director |
| Samuel
J.B. Pollock |
|
|
| |
|
|
| /s/
Satish Rai |
|
Director |
| Satish
Rai |
|
|
| |
|
|
| /s/
Diana L. Taylor |
|
Director |
| Diana
L. Taylor |
|
|
FORM F-10
SIGNATURES OF BROOKFIELD FINANCE INC.
Pursuant to the requirements
of the Securities Act of 1933, Brookfield Finance Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, on December 19, 2025.
| |
BROOKFIELD FINANCE
INC. |
| |
|
| |
By: |
/s/
Kunal Dusad |
| |
|
Name: |
Kunal
Dusad |
| |
|
Title: |
Vice President |
POWER
OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Kunal Dusad and Nicholas Goodman his/her true and lawful attorney-in-fact and agent, each
acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities,
to sign any or all amendments (including amendments to be declared effective in accordance with Rule 462(b) promulgated under
the Securities Act of 1933, as amended, and post-effective amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on December 19,
2025.
| Signature |
|
Title |
| |
|
|
| /s/
Kunal Dusad |
|
Vice
President signing in the capacity of Chief Executive Officer (Principal Executive Officer) |
| Kunal
Dusad |
|
|
| |
|
|
| /s/
Nicholas Goodman |
|
Chief
Financial Officer and Director (Principal Financial and Accounting Officer) |
| Nicholas
Goodman |
|
|
| |
|
|
| /s/
Marcel R. Coutu |
|
Director |
| Marcel
R. Coutu |
|
|
| |
|
|
| /s/
David W. Kerr |
|
Director |
| David
W. Kerr |
|
|
FORM F-10
SIGNATURES OF BROOKFIELD FINANCE II INC.
Pursuant to the requirements
of the Securities Act of 1933, Brookfield Finance II Inc. certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, on December 19, 2025.
| |
BROOKFIELD FINANCE
II INC. |
| |
|
| |
By: |
/s/
Kunal Dusad |
| |
|
Name: |
Kunal Dusad |
| |
|
Title: |
Vice President |
POWER
OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Kunal Dusad and Nicholas Goodman as his/her true and lawful attorney-in-fact and agent,
each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any or all amendments (including amendments to be declared effective in accordance with Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on December 19,
2025.
| Signature |
|
Title |
| |
|
|
| /s/
Kunal Dusad |
|
Vice
President signing in the capacity of Chief Executive Officer (Principal Executive Officer) |
| Kunal
Dusad |
|
|
| |
|
|
| /s/
Nicholas Goodman |
|
Chief
Financial Officer and Director (Principal Financial and Accounting Officer) |
| Nicholas
Goodman |
|
|
| |
|
|
| /s/
Marcel R. Coutu |
|
Director |
| Marcel
R. Coutu |
|
|
| |
|
|
| /s/
David W. Kerr |
|
Director |
| David
W. Kerr |
|
|
FORM F-10
SIGNATURES OF BROOKFIELD FINANCE IV INC.
Pursuant to the requirements
of the Securities Act of 1933, Brookfield Finance IV Inc. certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, on December 19, 2025.
| |
BROOKFIELD FINANCE
IV INC. |
| |
|
| |
By: |
/s/
Kunal Dusad |
| |
|
Name: |
Kunal Dusad |
| |
|
Title: |
Vice President |
POWER
OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Kunal Dusad and Nicholas Goodman as his/her true and lawful attorney-in-fact and agent,
each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any or all amendments (including amendments to be declared effective in accordance with Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on December 19,
2025.
| Signature |
|
Title |
| |
|
|
| /s/
Kunal Dusad |
|
Vice
President signing in the capacity of Chief Executive Officer (Principal Executive Officer) |
| Kunal
Dusad |
|
|
| |
|
|
| /s/
Nicholas Goodman |
|
Chief
Financial Officer and Director (Principal Financial and Accounting Officer) |
| Nicholas
Goodman |
|
|
| |
|
|
| /s/
Marcel R. Coutu |
|
Director |
| Marcel
R. Coutu |
|
|
| |
|
|
| /s/
David W. Kerr |
|
Director |
| David
W. Kerr |
|
|
FORM F-10
SIGNATURES OF BROOKFIELD FINANCE V INC.
Pursuant to the requirements
of the Securities Act of 1933, Brookfield Finance V Inc. certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, on December 19, 2025.
| |
BROOKFIELD FINANCE
V INC. |
| |
|
| |
By: |
/s/
Kunal Dusad |
| |
|
Name: |
Kunal Dusad |
| |
|
Title: |
Vice President |
POWER
OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Kunal Dusad and Nicholas Goodman as his/her true and lawful attorney-in-fact and agent,
each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any or all amendments (including amendments to be declared effective in accordance with Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on December 19,
2025.
| Signature |
|
Title |
| |
|
|
| /s/
Kunal Dusad |
|
Vice
President signing in the capacity of Chief Executive Officer (Principal Executive Officer) |
| Kunal
Dusad |
|
|
| |
|
|
| /s/
Nicholas Goodman |
|
Chief
Financial Officer and Director (Principal Financial and Accounting Officer) |
| Nicholas
Goodman |
|
|
| |
|
|
| /s/
Marcel R. Coutu |
|
Director |
| Marcel
R. Coutu |
|
|
| |
|
|
| /s/
David W. Kerr |
|
Director |
| David
W. Kerr |
|
|
AUTHORIZED
U.S. REPRESENTATIVE
OF
BROOKFIELD Corporation
BROOKFIELD FINANCE INC.
BROOKFIELD FINANCE II INC.
BROOKFIELD FINANCE IV INc.
BROOKFIELD FINANCE V INC.
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in
the capacity of the duly authorized representative of each of Brookfield Corporation, Brookfield Finance Inc., Brookfield Finance II
Inc., Brookfield Finance IV Inc. and Brookfield Finance V Inc. in the United States, on December 19, 2025.
| |
BROOKFIELD ASSET
MANAGEMENT LLC |
| |
|
| |
By: |
/s/
Kathy Sarpash |
| |
|
Name: |
Kathy Sarpash |
| |
|
Title: |
Secretary |
FORM F-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 8. | INDEMNIFICATION
OF DIRECTORS AND OFFICERS. |
Brookfield Capital Finance LLC (the “US
LLC Issuer”) and Brookfield Finance II LLC (the “US Pref Issuer”)
The US LLC Issuer and the
US Pref Issuer are Delaware limited liability companies. Section 18-108 of the Delaware Limited Liability Company Act, as amended
(“DE LLC Act”), provides that a limited liability company may, subject to such standards and restrictions, if any,
as are set forth in its limited liability company agreement, and has the power to, indemnify and hold harmless any member or manager
or other person from and against any and all claims and demands whatsoever.
The limited liability company
agreements (each, a “LLC Agreement”) of the US LLC Issuer and the US Pref Issuer contain indemnification provisions
that generally provide that the US LLC Issuer and the US Pref Issuer will indemnify, to the fullest extent permitted under the DE LLC
Act, each member and each manager, officer, employee or agent of the US LLC Issuer and the US Pref Issuer, as applicable, against all
expenses, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses, judgments, fines, excise
taxes or penalties) reasonably incurred or suffered by such person made a party or threatened to be made a party to or involved in any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative or in the nature
of an alternative dispute resolution by reason of the fact that such person is or was a member or a manager, officer, employee or agent
of the US LLC Issuer and/or the US Pref Issuer or is or was serving as a shareholder, manager, officer, employee or agent of a subsidiary
of the US LLC Issuer and/or the US Pref Issuer, other than in the case of bad faith, intentional misconduct or knowing violation of law.
A policy of directors’
and officers’ liability insurance is maintained by the US LLC Issuer and the US Pref Issuer, which insures, subject to certain
exclusions, directors, officers and/or managers for losses as a result of claims against the directors and officers of the US LLC Issuer
and/or the US Pref Issuer, as applicable, in their capacity as directors, officers and/or managers and also reimburses the US LLC Issuer
and/or the US Pref Issuer for payments made pursuant to the indemnity provided by the US LLC Issuer and/or the US Pref Issuer pursuant
to its LLC Agreement or as required or permitted by law.
Brookfield Finance (Australia) Pty Ltd (the
“AUS Issuer”)
Section 199A(1) of
the Corporations Act 2001 (Commonwealth) (the “Corporations Act”) provides that a company or a related body corporate
must not exempt a person from a liability to the company incurred as an officer of the company.
Section 199A(2) of
the Corporations Act provides that a company or a related body corporate must not indemnify a person against any of the following liabilities
incurred as an officer of the company:
| · | a
liability owed to the company or a related body corporate; |
| · | a
liability for a pecuniary penalty order or compensation order under specified provisions
of the Corporations Act; or |
| · | a
liability that is owed to someone other than the company or a related body corporate that
did not arise out of conduct in good faith. |
Section 199A(2) does
not apply to a liability for legal costs.
Section 199A(3) provides
that a company or a related body corporate must not indemnify a person against legal costs incurred in defending an action for a liability
incurred as an officer of the company if the costs are incurred:
| · | in
defending or resisting proceedings in which the person is found to have a liability for which
they could not be indemnified under Section 199A(2); or |
| · | in
defending or resisting criminal proceedings in which the person is found guilty; or |
| · | in
defending or resisting proceedings brought by the Australian Securities and Investments Commission
(ASIC) or a liquidator for a court order if the grounds for making the order are found by
the court to have been established (this does not apply to costs incurred in responding to
actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings
for the court order); or |
| · | in
connection with proceedings for relief to the person under the Corporations Act in which
the court denies the relief. |
Section 199B of the
Corporations Act provides that a company or a related body corporate must not pay, or agree to pay, a premium for a contract insuring
a person who is or has been an officer of the company against a liability (other than one for legal costs) arising out of:
| · | conduct
involving a willful breach of any duty in relation to the company; or |
| · | a
contravention of the officer’s duties under the Corporations Act not to improperly
use their position or make improper use of information obtained as an officer. |
For the purpose of Sections
199A and 199B, an “officer” of a company includes:
| · | a
director or secretary; |
| · | a
person who makes, or participates in making, decisions that affect the whole, or a substantial
part, of the business of the company; |
| · | a
person who has the capacity to significantly affect the company’s financial standing;
and |
| · | a
person in accordance with whose instructions or wishes the directors of the company are accustomed
to act. |
The AUS Issuer’s Constitution
provides that it may indemnify a person who is, or has been, an officer of the AUS Issuer, to the full extent permissible by law, out
of its property against any liability incurred by such person as an officer of the AUS Issuer and legal costs incurred in defending an
action for a liability incurred by that person as an officer of the AUS Issuer, except in respect of a liability or legal cost for which
the AUS Issuer is prohibited from indemnifying the officer pursuant to the Corporations Act.
The AUS Issuer maintains
a directors’ and officers’ liability insurance policy. The AUS Issuer has entered into deeds of indemnity with its directors
and officers against certain liabilities incurred as a director or officer, including costs and expenses associated in successfully defending
legal proceedings.
Brookfield Finance I (UK) plc (the “UK
Issuer”)
The UK Issuer’s memorandum
and articles of association contain indemnification provisions for the benefit of the UK Issuer’s directors to the extent permitted
by English law. However, such provisions are limited by the Companies Act 2006 (the “Companies Act”), which prescribe
that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or company secretary
where judgment is given in favor of the director or company secretary in any civil or criminal action in respect of such costs or liability,
or where an English court grants relief because the director or company secretary acted honestly and reasonably and ought fairly to be
excused. Any provision whereby an English company seeks to commit in advance to indemnify its directors or company secretary over and
above the limitations imposed by the Companies Act will be void, whether contained in its articles of association or any contract between
the Registrant and the director or company secretary. This restriction does not apply to the UK Issuer’s executive officers who
are not directors, the company secretary or other persons who would be considered “officers” within the meaning of the Companies
Act.
The following provisions
of the Companies Act provide as follows:
“232 Provisions protecting directors
from liability
| 1. | Any
provision that purports to exempt a director of a company (to any extent) from any liability
that would otherwise attach to him in connection with any negligence, default, breach of
duty or breach of trust in relation to the company is void. |
| 2. | Any
provision by which a company directly or indirectly provides an indemnity (to any extent)
for a director of the company, or of an associated company, against any liability attaching
to him in connection with any negligence, default, breach of duty or breach of trust in relation
to the company of which he is a director is void except as permitted by — |
| (a) | section 233
(provision of insurance), |
| (b) | section 234
(qualifying third party indemnity provision), or |
| (c) | section 235
(qualifying pension scheme indemnity provision). |
| 3. | This
section applies to any provision, whether contained in a company’s articles or in any
contract with the company or otherwise. |
| 4. | Nothing
in this section prevents a company’s articles from making such provision as has previously
been lawful for dealing with conflicts of interest.” |
“233 Provision of insurance
Section 232(2) (voidness of
provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of
an associated company, insurance against any such liability as is mentioned in that subsection.”
“234 Qualifying third party
indemnity provision
| 1. | Section 232(2) (voidness
of provisions for indemnifying directors) does not apply to qualifying third party indemnity
provision. |
| 2. | Third
party indemnity provision means provision for indemnity against liability incurred by the
director to a person other than the company or an associated company. |
Such provision is qualifying third
party indemnity provision if the following requirements are met.
| 3. | The
provision must not provide any indemnity against — |
| (a) | any
liability of the director to pay — |
| (i) | a
fine imposed in criminal proceedings, or |
| (ii) | a
sum payable to a regulatory authority by way of a penalty in respect of non-compliance with
any requirement of a regulatory nature (however arising); or |
| (b) | any
liability incurred by the director — |
| (i) | in
defending criminal proceedings in which he is convicted, or |
| (ii) | in
defending civil proceedings brought by the company, or an associated company, in which judgment
is given against him, or |
| (iii) | in
connection with an application for relief (see subsection (6)) in which the court refuses
to grant him relief. |
| 4. | The
references in subsection (3)(b) to a conviction, judgment or refusal of relief
are to the final decision in the proceedings. |
| (a) | a
conviction, judgment or refusal of relief becomes final — |
| (i) | if
not appealed against, at the end of the period for bringing an appeal, or |
| (ii) | if
appealed against, at the time when the appeal (or any further appeal) is disposed of, and |
| (b) | an
appeal is disposed of — |
| (i) | if
it is determined and the period for bringing any further appeal has ended, or |
| (ii) | if
it is abandoned or otherwise ceases to have effect. |
| 6. | The
reference in subsection (3)(b)(iii) to an application for relief is to an application
for relief under section 661(3) or (4) (power of court to grant relief in
case of acquisition of shares by innocent nominee), or section 1157 (general power of
court to grant relief in case of honest and reasonable conduct).” |
“235 Qualifying pension scheme
indemnity provision
| 1. | Section 232(2) (voidness
of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity
provision. |
| 2. | Pension
scheme indemnity provision means provision indemnifying a director of a company that is a
trustee of an occupational pension scheme against liability incurred in connection with the
company’s activities as trustee of the scheme. |
Such provision is qualifying pension
scheme indemnity provision if the following requirements are met.
| 3. | The
provision must not provide any indemnity against — |
| (a) | any
liability of the director to pay — |
| (i) | a
fine imposed in criminal proceedings, or |
| (ii) | a
sum payable to a regulatory authority by way of a penalty in respect of non-compliance with
any requirement of a regulatory nature (however arising); or |
| (b) | any
liability incurred by the director in defending criminal proceedings in which he is convicted. |
| 4. | The
reference in subsection (3)(b) to a conviction is to the final decision in the
proceedings. |
| (a) | a
conviction becomes final — |
| (i) | if
not appealed against, at the end of the period for bringing an appeal, or |
| (ii) | if
appealed against, at the time when the appeal (or any further appeal) is disposed of, and |
| (b) | an
appeal is disposed of — |
| (i) | if
it is determined and the period for bringing any further appeal has ended, or |
| (ii) | if
it is abandoned or otherwise ceases to have effect. |
| 6. | In
this section “occupational pension scheme” means an occupational pension scheme
as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established
under a trust.” |
“256 Associated bodies corporate
For the purposes of this Part —
| (a) | bodies
corporate are associated if one is a subsidiary of the other or both are subsidiaries of
the same body corporate, and |
| (b) | companies
are associated if one is a subsidiary of the other or both are subsidiaries of the same body
corporate.” |
“239 Ratification of acts of
directors
| 1. | This
section applies to the ratification by a company of conduct by a director amounting to negligence,
default, breach of duty or breach of trust in relation to the company. |
| 2. | The
decision of the company to ratify such conduct must be made by resolution of the members
of the company. |
| 3. | Where
the resolution is proposed as a written resolution neither the director (if a member of the
company) nor any member connected with him is an eligible member. |
| 4. | Where
the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained
disregarding votes in favour of the resolution by the director (if a member of the company)
and any member connected with him. |
This does not prevent the director
or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision
is considered.
| 5. | For
the purposes of this section — |
| (a) | “conduct”
includes acts and omissions; |
| (b) | “director”
includes a former director; |
| (c) | a
shadow director is treated as a director; and |
| (d) | in
section 252 (meaning of “connected person”), subsection (3) does
not apply (exclusion of person who is himself a director). |
| 6. | Nothing
in this section affects — |
| (a) | the
validity of a decision taken by unanimous consent of the members of the company, or |
| (b) | any
power of the directors to agree not to sue, or to settle or release a claim made by them
on behalf of the company. |
| 7. | This
section does not affect any other enactment or rule of law imposing additional requirements
for valid ratification or any rule of law as to acts that are incapable of being ratified
by the company.” |
“1157 Power of court to grant
relief in certain cases
| 1. | If
in proceedings for negligence, default, breach of duty or breach of trust against — |
| (a) | an
officer of a company, or |
| (b) | a
person employed by a company as auditor (whether he is or is not an officer of the company), |
it appears to the court hearing the
case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances
of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly
or in part, from his liability on such terms as it thinks fit.
| 2. | If
any such officer or person has reason to apprehend that a claim will or might be made against
him in respect of negligence, default, breach of duty or breach of trust — |
| (a) | he
may apply to the court for relief, and |
| (b) | the
court has the same power to relieve him as it would have had if it had been a court before
which proceedings against him for negligence, default, breach of duty or breach of trust
had been brought. |
| 3. | Where
a case to which subsection (1) applies is being tried by a judge with a jury, the
judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland,
the defender) ought in pursuance of that subsection to be relieved either in whole or in
part from the liability sought to be enforced against him, withdraw the case from the jury
and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree
of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge
may think proper.” |
The UK Issuer is permitted
under its articles of association and the Companies Act to purchase directors’ and officers’ liability insurance, as well
as other types of insurance, for directors and former directors of the UK Issuer or an associated company.
The UK Issuer expects to
enter into indemnification agreements with each of its directors and officers. These indemnification agreements may subject to the provisions
of the Companies Act require the UK Issuer, among other things, to indemnify its directors and officers for some expenses, including
attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising
out of his or her service as one of its directors or officers, or any of its subsidiaries or any other company or enterprise to which
the person provides services at its request.
**********
Insofar as indemnification
for liabilities under the Securities Act may be permitted to directors, officers or persons controlling the US LLC Issuer, the US Pref
Issuer, the AUS Issuer and/or the UK Issuer (each, a “F-3 Registrant”) pursuant to the foregoing provisions or in
any underwriting agreement each F-3 Registrant enters into, each F-3 Registrant has been informed that in the opinion of the U.S. Securities
and Exchange Commission (the “Commission”) such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
The following exhibits have
been filed or incorporated by reference as part of this Registration Statement on Form F-3:
EXHIBIT
NUMBER |
|
DESCRIPTION
|
| |
|
|
| 1.1* |
|
Underwriting
Agreement |
| |
|
|
| 4.1 |
|
Certificate
of Formation of the US Pref Issuer (incorporated by reference from 3.1 to Brookfield Corporation’s Form F-10 filed on
September 29, 2020) |
| |
|
|
| 4.2 |
|
Limited
Liability Company Agreement of the US Pref Issuer (incorporated by reference from 3.2 to Brookfield Corporation’s Form F-10
filed on September 29, 2020) |
| |
|
|
| 4.3 |
|
Trust
Indenture, dated as of November 24, 2020, among the UK Issuer, as the issuer, Brookfield Corporation, 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 Brookfield Corporation’s Form 6-K
filed on November 24, 2020) |
| |
|
|
| 4.4 |
|
Trust
Indenture, dated as of July 26, 2021, among the UK Issuer, as the issuer, Brookfield Corporation, 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 Brookfield Corporation’s Form 6-K filed on July 26, 2021) |
| |
|
|
| 4.5 |
|
Trust
Indenture, dated as of June 14, 2023, among the US LLC Issuer, as the issuer, Brookfield Corporation, 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) |
| |
|
|
| 4.6 |
|
Form of
Trust Indenture among the AUS Issuer, as the issuer, Brookfield Corporation, 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 Brookfield Corporation’s Form F-10/A filed on October 6, 2020) |
* To
be filed by 6-K or another appropriate form in connection with an offering hereunder.
| (a) | Each
undersigned F-3 Registrant hereby undertakes: |
| (1) | To
file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement: |
| (i) | To
include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission, pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and |
| (iii) | To
include any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such information in this
Registration Statement; |
Provided, however, that:
The undertakings set forth in paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by or on behalf of each F-3 Registrant pursuant
to Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”),
that are incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of this Registration Statement.
| (2) | That,
for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering. |
| (4) | To
file a post-effective amendment to this Registration Statement to include any financial statements
required by Item 8.A of Form 20-F at the start of any delayed offering or throughout
a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of
the Securities Act need not be furnished, provided that the F-3 Registrants include in the
prospectus, by means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all other information
in the prospectus is at least as current as the date of those financial statements. Notwithstanding
the foregoing, a post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Securities Act or Item 8.A
of Form 20-F if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the Registrants pursuant to section
13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration
Statement. |
| (5) | That
for the purpose of determining liability under the Securities Act to any purchaser: |
| (i) | Each
prospectus filed by each F-3 Registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of this Registration Statement as of the date the filed prospectus was deemed
part of and included in this Registration Statement; and |
| (ii) | Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and
included in this Registration Statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of
this Registration Statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of this Registration
Statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of this Registration Statement or made in any such document immediately prior
to such effective date; and |
| (6) | That,
for the purpose of determining liability of each F-3 Registrant under the Securities Act
to any purchaser in the initial distribution of the securities: each undersigned F-3 Registrant
undertakes that in a primary offering of securities of each undersigned F-3 Registrant pursuant
to this Registration Statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by means of any
of the following communications, each undersigned F-3 Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any
preliminary prospectus or prospectus of each undersigned F-3 Registrant relating to the offering
required to be filed pursuant to Rule 424; |
| (ii) | Any
free writing prospectus relating to the offering prepared by or on behalf of each undersigned
F-3 Registrant or used or referred to by each undersigned F-3 Registrant; |
| (iii) | The
portion of any other free writing prospectus relating to the offering containing material
information about each undersigned F-3 Registrant or its securities provided by or on behalf
of each undersigned F-3 Registrant; and |
| (iv) | Any
other communication that is an offer in the offering made by each undersigned F-3 Registrant
to the purchaser. |
| (b) | Each
undersigned F-3 Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of an annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act)
by or on behalf of each F-3 Registrant that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. |
| (c) | Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of each F-3 Registrant pursuant to the foregoing provisions,
or otherwise, such F-3 Registrant has been advised that, in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by each F-3 Registrant of expenses incurred or paid by a director,
officer or controlling person of each F-3 Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, each F-3 Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue. |
FORM F-3
SIGNATURES OF BROOKFIELD CAPITAL FINANCE LLC
Pursuant to the requirements
of the Securities Act of 1933, Brookfield Capital Finance LLC certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on December 19, 2025.
| |
Brookfield CAPITAL Finance LLC |
| |
|
| |
By: |
/s/ Kunal Dusad |
| |
|
Name: |
Kunal Dusad |
| |
|
Title: |
Vice President |
POWER
OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Kunal Dusad, Aleks Novakovic and Brett Fox, his/her true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any
and all capacities, to sign any or all amendments (including amendments to be declared effective in accordance with Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on December 19,
2025.
| Signature |
|
Title |
| |
|
|
| /s/
Kunal Dusad |
|
Manager
and Vice President signing in the capacity of Chief Executive Officer (Principal Executive Officer) |
| Kunal
Dusad |
|
|
| |
|
|
| /s/
Matt Herrington |
|
Manager
and Vice President signing in the capacity of Chief Financial Officer (Principal Financial and Accounting Officer) |
| Matt
Herrington |
|
|
| |
|
|
| /s/
Aleks Novakovic |
|
Manager |
| Aleks
Novakovic |
|
|
| |
|
|
| /s/
Brett Fox |
|
Manager |
| Brett
Fox |
|
|
FORM F-3
SIGNATURES OF BROOKFIELD FINANCE (AUSTRALIA) PTY LTD
Pursuant to the requirements
of the Securities Act of 1933, Brookfield Finance (Australia) Pty Ltd certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Sydney, Australia on December 19, 2025.
| |
BROOKFIELD FINANCE (AUSTRALIA) PTY LTD |
| |
|
| |
By: |
/s/ Jonathon Sellar |
| |
|
Name: |
Jonathon Sellar |
| |
|
Title: |
Chief Executive Officer and Director |
POWER
OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Jonathon Sellar, Matthew Turner and Michael Ryan, his/her true and lawful attorney-in-fact
and agent, each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in
any and all capacities, to sign any or all amendments (including amendments to be declared effective in accordance with Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on December 19,
2025.
| Signature |
|
Title |
| |
|
|
| /s/
Jonathon Sellar |
|
Chief Executive Officer and Director
(Principal Executive Officer) |
| Jonathon
Sellar |
|
|
| |
|
|
| /s/
Matthew Turner |
|
Chief Financial Officer and Director
(Principal Financial and Accounting Officer) |
| Matthew
Turner |
|
|
| |
|
|
| /s/
Michael Ryan |
|
Director |
| Michael
Ryan |
|
|
FORM F-3
SIGNATURES OF BROOKFIELD FINANCE I (UK) PLC
Pursuant to the
requirements of the Securities Act of 1933, Brookfield Finance I (UK) plc certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in London, United Kingdom, on December 19, 2025.
| |
BROOKFIELD FINANCE I (UK) PLC |
| |
|
| |
By: |
/s/ Connor Teskey |
| |
|
Name: |
Connor Teskey |
| |
|
Title: |
Chief Executive Officer and Director |
POWER
OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Connor Teskey, Danelle Campbell and Philippa Elder, his/her true and lawful attorney-in-fact
and agent, each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in
any and all capacities, to sign any or all amendments (including amendments to be declared effective in accordance with Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on December 19,
2025.
| Signature |
|
Title |
| |
|
|
| /s/
Connor Teskey |
|
Chief
Executive Officer and Director (Principal Executive Officer) |
| Connor
Teskey |
|
|
| |
|
|
| /s/
Danelle Campbell |
|
Chief
Financial Officer and Director (Principal Financial and Accounting Officer) |
| Danelle
Campbell |
|
|
| |
|
|
| /s/
Philippa Elder |
|
Secretary
and Director |
| Philippa
Elder |
|
|
| |
|
|
AUTHORIZED
U.S. REPRESENTATIVE
OF
BROOKFIELD FINANCE (AUSTRALIA) PTY LTD
BROOKFIELD FINANCE I (UK) PLC
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in
the capacity of the duly authorized representative of each of Brookfield Finance (Australia) Pty Ltd and Brookfield Finance I (UK) plc
in the United States, on December 19, 2025.
| |
BROOKFIELD ASSET MANAGEMENT LLC |
| |
|
| |
By: |
/s/ Kathy Sarpash |
| |
|
Name: |
Kathy Sarpash |
| |
|
Title: |
Secretary |
FORM F-3
SIGNATURES OF BROOKFIELD FINANCE II LLC
Pursuant to the requirements
of the Securities Act of 1933, Brookfield Finance II LLC certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on December 19, 2025.
| |
BROOKFIELD FINANCE II LLC |
| |
|
| |
By: |
/s/ Kunal Dusad |
| |
|
Name: |
Kunal Dusad |
| |
|
Title: |
Vice President |
POWER
OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Kunal Dusad, Aleks Novakovic and Brett Fox his/her true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any
and all capacities, to sign any or all amendments (including amendments to be declared effective in accordance with Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the following capacities on December 19,
2025.
| Signature |
|
Title |
| |
|
|
| /s/
Kunal Dusad |
|
Manager
and Vice President signing in the capacity of Chief Executive Officer (Principal Executive Officer) |
| Kunal
Dusad |
|
|
| |
|
|
| /s/
Matt Herrington |
|
Manager
and Vice President signing in the capacity of Chief Financial Officer (Principal Financial and Accounting Officer) |
| Matt
Herrington |
|
|
| |
|
|
| /s/
Aleks Novakovic |
|
Manager |
| Aleks
Novakovic |
|
|
| |
|
|
| /s/
Brett Fox |
|
Manager |
| Brett
Fox |
|
|
