Brookfield Corporation filed this F-10 on December 19, 2025

BROOKFIELD CORP /ON/ - F-10 - 20251219 - EXHIBITS

Item 9.

EXHIBITS.

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)

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EXHIBIT NUMBER		DESCRIPTION

4.7*		Form of Note for debt securities of the US LLC Issuer, the AUS Issuer and the UK Issuer

4.8*		Form of Preferred Security Guarantee by Brookfield Corporation for the US Pref Issuer

4.9*		Form of Preferred Share Certificate for the US Pref Issuer

5.2		Opinion of Torys LLP, as to the validity of the preferred shares, debt securities and guarantees being registered under New York and Delaware law and as to certain matters of Ontario law

5.3		Opinion of Herbert Smith Freehills Kramer LLP, as to certain matters of English law in respect of the UK Issuer

5.4		Opinion of King & Wood Mallesons, as to certain matters of Australian law in respect of the AUS Issuer

22.1		List of Subsidiary Issuers

23.1		Consent of Deloitte LLP (incorporated by reference from Exhibit 5.1 to Form F-10 (filed concurrently))

23.2		Consent of Torys LLP (included in the opinion filed as Exhibit 5.2 to this Form F-3)

23.3		Consent of Herbert Smith Freehills Kramer LLP (included in the opinion filed as Exhibit 5.3 to this Form F-3)

23.4		Consent of King & Wood Mallesons (included in the opinion filed as Exhibit 5.4 to this Form F-3)

24.1		Power of Attorney (US LLC Issuer) (included in the signature pages to this Form F-3)

24.2		Power of Attorney (AUS Issuer) (included in the signature pages to this Form F-3)

24.3		Power of Attorney (UK Issuer) (included in the signature pages to this Form F-3)

24.4		Power of Attorney (US Pref Issuer) (included in the signature pages to this Form F-3)

25.1		Statement of Eligibility on Form T-1 of Computershare Trust Company, N.A. with respect to the UK Issuer Indentures (incorporated by reference from Exhibit 8.1 to Form F-10 (filed concurrently))

25.2		Statement of Eligibility on Form T-1 of Computershare Trust Company, N.A. with respect to the US LLC Issuer Indenture (incorporated by reference from Exhibit 8.2 to Form F-10 (filed concurrently))

25.3		Statement of Eligibility on Form T-1 of Computershare Trust Company, N.A. with respect to the AUS Issuer Indenture (incorporated by reference from Exhibit 8.3 to Form F-10 (filed concurrently))

107		Filing Fee Table

* To be filed by 6-K or another appropriate form in connection with an offering hereunder.

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Item 10.

UNDERTAKINGS.

(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.

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(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

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(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.

F-3, II-12

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

F-3, II-13

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

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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

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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

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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

F-3, II-17