CAUTIONARY
NOTE REGARDING FORWARD-LOOKING INFORMATION
This Prospectus and the documents
incorporated by reference herein contain “forward-looking information” within the meaning of Canadian provincial securities
laws and “forward-looking statements” within the meaning of United States securities laws, including the “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 regarding the operations, business, financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies, capital management and outlook of Brookfield, as
well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and which in turn
are based on management’s 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 Brookfield 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.
Although Brookfield believes
that such forward-looking statements are based upon reasonable estimates, beliefs and assumptions, actual results may differ materially
from the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated or implied by
forward-looking statements include, but are not limited to: (i) returns that are lower than target; (ii) the impact or unanticipated
impact of general economic, political and market factors in the countries in which we do business; (iii) the behavior of financial
markets, including fluctuations in interest and foreign exchange rates and heightened inflationary pressures; (iv) global equity
and capital markets and the availability of equity and debt financing and refinancing within these markets; (v) strategic actions
including acquisitions and dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the
ability to attain expected benefits; (vi) changes in accounting policies and methods used to report financial condition (including
uncertainties associated with critical accounting assumptions and estimates); (vii) the ability to appropriately manage human capital;
(viii) the effect of applying future accounting changes; (ix) business competition; (x) operational and reputational risks;
(xi) technological change; (xii) changes in government regulation and legislation within the countries in which we operate;
(xiii) governmental investigations and sanctions; (xiv) litigation; (xv) changes in tax laws; (xvi) ability to collect
amounts owed; (xvii) catastrophic events, such as earthquakes, hurricanes, and epidemics/pandemics; (xviii) the possible impact
of international conflicts and other developments including terrorist acts and cyberterrorism; (xix) the introduction, withdrawal,
success and timing of business initiatives and strategies; (xx) the failure of effective disclosure controls and procedures and internal
controls over financial reporting and other risks; (xxi) health, safety and environmental risks; (xxii) the maintenance of adequate
insurance coverage; (xxiii) the existence of information barriers between certain businesses within our asset management operations;
(xxiv) risks specific to our business segments including asset management, wealth solutions, renewable power and transition, infrastructure,
private equity, real estate and corporate activities; and (xxv) other risks and factors detailed in this Prospectus under the heading
“Risk Factors” as well as in the AIF under the heading “Business Environment and Risks” and the Annual MD&A
under the heading “Part 6 — Business Environment and Risks” and the risks included in the Interim MD&A, each
incorporated by reference in this Prospectus, as well as in other documents filed by Brookfield from time to time with the securities
regulators in Canada and the United States.
We caution that the foregoing
list of important factors that may affect future results is not exhaustive and other factors could also adversely affect future results.
Nonetheless, all of the forward-looking statements contained in this Prospectus or in documents incorporated by reference herein are qualified
by these cautionary statements. Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully
in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Except
as required by law, Brookfield undertakes no obligation to publicly update or revise any forward-looking statements, whether written or
oral, that may need to be updated as a result of new information, future events or otherwise.
CAUTIONARY
STATEMENT REGARDING THE USE OF NON-IFRS MEASURES
The Company prepares its
financial statements in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards
Board (“IFRS Accounting Standards” or “IFRS”). We disclose a number of financial measures in this
Prospectus and the documents incorporated by reference herein that are calculated and presented using methodologies other than in accordance
with IFRS Accounting Standards. We utilize these measures in managing our business, including for performance measurement, capital allocation
and valuation purposes and believe that providing these performance measures on a supplemental basis to our IFRS results is helpful to
investors in assessing our overall performance. These financial measures should not be considered as the sole measure of our performance
and should not be considered in isolation from, or as a substitute for, similar financial measures calculated in accordance with IFRS
Accounting Standards. We caution readers that these non-IFRS financial measures or other financial metrics are not standardized under
IFRS Accounting Standards and may differ from the financial measures or other financial metrics disclosed by other businesses and, as
a result, may not be comparable to similar measures presented by other issuers and entities. Reconciliations of these non-IFRS financial
measures to the most directly comparable financial measures calculated and presented in accordance with IFRS Accounting Standards, where
applicable, are included on pages 68, 135, 137 and 138 of the Annual MD&A and on pages 37, 59, 61 and 62 of the Interim
MD&A, each incorporated by reference herein and available electronically under the Company’s SEDAR+ profile at www.sedarplus.ca
and on EDGAR at www.sec.gov.
PRESENTATION
OF FINANCIAL INFORMATION
The Company publishes
its consolidated financial statements in United States dollars. In this Prospectus and any Prospectus Supplement, unless otherwise
specified or where the context otherwise requires, all dollar amounts are expressed in United States dollars and references to “US$”,
“U.S. dollars” and “$” are to United States dollars and references to “C$” are to Canadian dollars.
The Company presents its
financial statements in accordance with IFRS Accounting Standards.
