The Offering
The Securities described
herein may be offered from time to time in one or more offerings utilizing a “shelf” process under Canadian and U.S. securities
laws. Under this shelf process, this Prospectus provides you with a general description of the Securities that may be offered. Each time
Securities are offered, we will provide a Prospectus Supplement that will contain specific information about the terms of that offering.
The Prospectus Supplement may also add, update or change information contained in this Prospectus. You should read both this Prospectus
and any Prospectus Supplement together with additional information described under the heading “Available Information”.
Recent Developments
On October 13, 2025,
the Company and Brookfield Asset Management Ltd. announced a proposed transaction to acquire the remaining common equity interests in
the Oaktree business for total consideration of approximately $3 billion. We expect this transaction to close in the first half of 2026,
subject to regulatory approvals and customary closing conditions.
On November 26, 2025,
the Company issued 10,000,000 Class A Preference Shares, Series 54 (the “Series 54 Shares”) at an offering
price of C$25.00 per share in a public offering in Canada. Holders of Series 54 Shares are entitled to receive a cumulative quarterly
fixed dividend yielding 5.65% annually for the initial period ending December 31, 2030. Thereafter, the dividend rate will be reset
every five years at a rate equal to the greater of: (i) the 5-year Government of Canada bond yield plus 2.80%, and (ii) 5.65%.
The Series 54 Shares are listed on the TSX under the symbol BN.PF.M. The Company intends to use the net proceeds from the offering
of the Series 54 Shares to redeem all of its outstanding Cumulative Class A Preference Shares, Series 44 on December 31,
2025.
On December 11, 2025,
BFI II issued C$350,000,000 aggregate principal amount of 4.388% medium term notes due March 1, 2033 and C$650,000,000 aggregate
principal amount of 5.399% medium term notes due December 11, 2055. The Company intends to use the net proceeds from the offering
of the notes to fund the redemption of its 4.82% medium term notes due January 28, 2026 and any remainder will be used for general
corporate purposes.
