Brookfield Asset Management : Management Information Circular (English) (25 9535 1 485820 Brookfield Circular SEDAR)

Brookfield Asset

Management

MANAGEMENT INFORMATION

CIRCULAR

Annual Meeting - May 5, 2025

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

AVAILABILITY OF INVESTOR MATERIALS

An Annual Meeting of Shareholders of Brookfield Asset Management Ltd. ("BAM") will be held at the Dotdash Meredith Event Center, Brookfield Place, 225 Liberty Street, 4th Floor, New York, NY on Monday, May 5, 2025 at 9:00 a.m. (New York time), to:

• 1. receive the consolidated financial statements of BAM for the fiscal year ended December 31, 2024, including the external auditor's report thereon;

• 2. elect directors who will serve until the next annual meeting of shareholders;

• 3. appoint the external auditor who will serve until the next annual meeting of shareholders and authorize the directors to set its remuneration; and

• 4. consider and, if thought advisable, pass an advisory resolution on BAM's approach to executive compensation, as described in our Management Information Circular dated March 25, 2025 (the "Circular").

We will consider any other business that may properly come before the meeting.

If you are unable to attend the meeting in person, you can attend the meeting by joining the live webcast at: https:// meetings.lumiconnect.com/400-706-400-663, entering your control number and password "brookfield2025" (case sensitive). See "Q&A on Voting" in the Circular for more information on how to attend, listen, register for and vote at the meeting.

You have the right to vote at the meeting if you were a shareholder of BAM at the close of business on March 7, 2025. Before casting your vote, we encourage you to review the meeting's business in the section "Business of the Meeting" of the Circular.

We are posting electronic versions of the Circular and our 2024 annual report on Form 10-K (collectively, the "investor materials") on our website for shareholder review - a process known as "Notice and Access". Electronic copies of the investor materials may be accessed athttps://bam.brookfield.com under "Notice and Access 2025" and at www.sec.gov/edgar andwww.sedarplus.ca.

Under Notice and Access, if you would like paper copies of any investor materials, please contact us at 1-866-989-0311 [e-mail] and we will mail materials free of charge within three business days of your request, provided the request is made before the date of the meeting or any adjournment thereof. In order to receive investor materials in advance of the deadline to submit your vote, we recommend that you contact us before 5:00 p.m. (New York time) on April 17, 2025. All shareholders who have signed up for electronic delivery of the investor materials will continue to receive them by email.

Instructions on Voting at the Meeting

Registered shareholders and duly appointed proxyholders will be able to attend the meeting either in person or virtually and vote in real time. If attending the meeting virtually, you must be connected to the internet and follow the instructions in the Circular. See "Q&A on Voting" in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests but will not be able to ask questions or vote.

If you wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including if you are a non-registered shareholder who wishes to appoint themselves to attend the meeting), you must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form. See "Q&A on Voting" in the Circular. These instructions include the additional step of registering your proxyholder with the transfer agent, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the meeting and only being able to attend as a guest. Guests will be able to attend the meeting but will not be able to vote.

Information for Registered Holders

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) that attend the meeting will be able to vote in person by ballot or by completing a ballot online during the meeting through the live webcast platform.

If you are not attending the meeting and wish to vote by proxy, we must receive your vote by 5:00 p.m. (New York time) on Thursday, May 1, 2025. You can cast your proxy vote in the following ways:

• • On the Internet atwww.meeting-vote.com;

• • Fax your signed proxy to [phone];

• • Mail your signed proxy using the business reply envelope accompanying your proxy;

• • Scan and send your signed proxy [e-mail]; or

• • Call by telephone at 1-888-489-5760.

Information for Non-Registered Holders

Non-registered shareholders will receive a voting instruction form with their physical copy of this notice. If you wish to vote, but not attend the meeting, the voting instruction form must be completed, signed and returned in accordance with the directions on the form. You may also vote by telephone or on the Internet prior to the meeting by following the instructions on the voting instruction form.

If you wish to appoint a proxyholder, you must complete the additional step of registering the proxyholder by calling our transfer agent at 1-866-751-6315 (within North America) or [phone] (outside of North America) or online at https://www.tsxtrust.com/control-number-request by no later than 5:00 p.m. (New York time) on Thursday, May 1, 2025.

By Order of the Board

"Kathy Sarpash"

Kathy Sarpash Corporate Secretary

March 25, 2025

LETTER TO SHAREHOLDERS

To our shareholders,

On behalf of your Board of Directors, we are pleased to invite you to attend the 2025 annual meeting of Brookfield Asset Management Ltd. ("BAM"). This year's annual meeting will occur at 9:00 a.m. (New York time) on Monday, May 5, 2025 at Dotdash Meredith Event Center, Brookfield Place, 225 Liberty Street, 4th Floor, New York, NY, with the option to attend virtually. You can read about the business of the meeting beginning on page 9 of the accompanying Management Information Circular. This Circular also provides important information on voting your shares at the meeting, our 12 director nominees, our corporate governance practices, and director and executive compensation. Additional details on how to attend our meeting in person or access our live webcast, and participate in our annual meeting, can be found in the "Q&A on Voting" section of the Circular.

2024 Highlights1

In 2024, we raised $135 billion of capital, deployed $48 billion into investments and monetized $30 billion - our strongest year across the board. As a result, our total assets under management surpassed $1 trillion and our fee-bearing capital grew 18% to $539 billion. This growth drove a 10% increase in our annual fee-related earnings to $2.5 billion and a 5% increase in our distributable earnings to $2.4 billion.

We raised $13 billion from our flagship funds this year, which includes our second energy transition, fifth opportunistic real estate, and twelfth opportunistic credit funds. We also raised approximately $56 billion of capital across a broad range of complementary equity and credit strategies and $66 billion from Brookfield Wealth Solutions, including a $49 billion mandate associated with its acquisition of AEL.

In addition, we expanded our investment and fundraising capabilities, as we continued to advance our leadership position across critical sectors, laying the groundwork for long-term value creation.

Last year, we launched our Credit Group to bring together our long-standing credit capabilities across the firm with those of our growing portfolio of credit-focused partner managers. The purpose was to coordinate our credit strategies across asset classes and to accelerate the growth of the business. One year in and we are realizing the significant benefits of this effort. Over 60% of our 2024 capital raised (excluding the one-time AEL mandate) came from credit strategies, and we now oversee more than $300 billion in credit-related AUM, supported by 600 dedicated investment professionals. We also scaled our investment-grade credit origination teams to support Brookfield Wealth Solutions, opening the opportunity to serving other major insurers through customized separately managed accounts (SMAs). This should be a key driver of future fundraising.

Additionally, we made key acquisitions that extended our reach into new sectors. For example, Castlelake broadens our capabilities in aviation and asset-based finance and Pinegrove Venture Partners (previously SVB Capital) expands our technology capabilities.

In October 2024, we announced an arrangement to enhance our corporate structure and broaden shareholder ownership. In the transaction, which closed on February 4, 2025, we acquired approximately 73% of the outstanding common shares of Brookfield's asset management business, from Brookfield Corporation ("BN") in exchange for newly-issued Class A Limited Voting Shares of BAM, on a one-for-one basis. As a result, as of March 7, 2025, BAM has a total of 1,637,295,707 Class A Shares issued and outstanding, of which BN retains an approximate 73% interest.

During the year, we deployed $48 billion across our business groups, including $6 billion from renewable power and transition, $4 billion from infrastructure, $6 billion from private equity, $6 billion from real estate and $26 billion from credit. We ended the year with over $115 billion of uncalled private fund commitments, which can be put to work in attractive, risk-adjusted investment opportunities as valuations become compelling.

1 We disclose a number of financial measures in this Circular that are calculated and presented using methodologies other than in accordance with U.S. GAAP, as well as certain forward-looking information and forward-looking statements in accordance with U.S. and Canadian securities laws, as applicable. See the "Cautionary Statement Regarding the Use of Non-GAAP Measures and Forward-Looking Statements" on page 70 of this Circular.

Our focus remains on compounding long-term value for our shareholders by growing our earnings profile. We are well-positioned to continue growing our fee-bearing capital for three main reasons: (i) in an increasingly competitive market, we are able to offer differentiated and innovative investment products that set us apart, enabling us to take advantage of compelling investment opportunities and attract new investor capital that very few other managers are able to do; (ii) our businesses are poised to benefit from large secular tailwinds of decarbonization, deglobalization and digitalization and; (iii) we have a long track record of delivering superior investment returns for our clients.

With these supportive tailwinds and strong growth prospects for 2025 and beyond, the Board approved a 15% increase in our quarterly dividend in February of this year, raising it to $0.4375 per share from $0.38.

Board Developments

In January 2025, I was appointed as Chair of the Board, in addition to my role as Chief Executive Officer. We also continue to focus on ensuring that we have the diversity of skills and experience among our directors that aligns with our long-term strategic priorities. To that end, Mr. Barry Blattman, Ms. Angela F. Braly, Mr. Scott Cutler and Mr. William Powell were appointed to the Board effective March 17, 2025.

Mr. Blattman is a Vice Chair of BAM and has been a director since 2025. In this role, he focuses on senior, strategic client and business relationships, and contributes to general business development and transaction strategy globally. He is also a director of Brookfield Wealth Solutions and has been associated with Brookfield since 2002. Mr. Blattman holds a Master of Business Administration degree from New York University and a Bachelor of Arts degree from the University of Michigan. He serves on the board of Montefiore Health System, and chairs its Real Estate Planning and Development Committee.

Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. ("WellPoint"), a health benefits company now known as Elevance Health Inc. She was Chair of the Board of WellPoint from 2010 to 2012 and President and Chief Executive Officer and a Board member from 2007 to 2012. Prior to that, Ms. Braly served as Executive Vice President, General Counsel and Chief Public Affairs Officer of WellPoint and President and Chief Executive Officer of Blue Cross Blue Shield of Missouri. Since 2016, she has served on the board of Exxon Mobil Corporation. She served on the board of BN from 2015 to 2025, Lowe's Companies, Inc. from 2013 to 2021 and The Procter & Gamble Company from 2009 to 2024, including serving on the Audit Committee. She has a Juris Doctor degree from Southern Methodist University School of Law and a Bachelor of Business Administration in Finance, BBA from Texas Tech University.

Mr. Cutler is the Chief Executive Officer and a director of HealthEquity, Inc., the largest health savings account custodian in the U.S. Prior to joining HealthEquity, Mr. Cutler served as Chief Executive Officer of StockX from 2019 to 2024, and prior to that as Senior Vice President of the Americas at eBay, Inc. from 2017 to 2019. From 2015 to 2017, he served as President of StubHub. Before joining StubHub, Mr. Cutler spent nine years as Executive Vice President at the New York Stock Exchange. He currently serves on the boards of Vibrant Emotional Health and is a trustee on the National Advisory Committee for his alma mater BYU, and previously served on the board of Brookfield Renewable Partners and Brookfield Renewable Corporation from 2020 to 2025 and Brookfield Property Partners from 2019 to 2020.

Mr. Powell is a Managing Partner in Brookfield's Credit Group. He currently leads Brookfield's real estate debt team. Since joining Brookfield in 2002, Mr. Powell has held many roles across the organization including Partner in Brookfield's initial Real Estate Finance business, and Chief Operating Officer of the Brookfield Property Group. Mr. Powell served as CEO of Brookfield's Australian and Asian businesses from 2013 to 2017. He holds a Master of Business Administration degree from the Darden School of the University of Virginia and a Bachelor of Science degree from the University of Richmond.

We are fortunate to have these skilled and experienced directors joining the Board. To facilitate the four additions to the Board, Ms. Allison Kirkby, Mr. Sam Pollock and Mr. Satish Rai stepped down from the Board and are not standing for re-election. Ms. Kirkby has taken on the role of Senior Advisor for Brookfield's Infrastructure business. I want to extend our sincere appreciation to Ms. Kirkby, Mr. Pollock and Mr. Rai for their exceptional and continuing commitment to Brookfield.

The Board is also focused on setting the strategic direction for the asset management business of BAM through consistent fundraising and a diverse range of high-quality investment strategies; and evaluating the next set of growth initiatives, with a view to further enhancing returns for shareholders.

Shareholder Meeting

Please take time to read our Management Information Circular and determine how you will vote your shares. Your participation in our annual meeting is important to us and we encourage your engagement in this important process.

On behalf of the Board, I express our appreciation for your continued faith in us. We look forward to having you join us on May 5th.

Yours truly,

"Bruce Flatt"

Bruce Flatt

Chair and CEO March 2025

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

PART ONE PART TWO PART THREE

VOTING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Who Can Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Notice and Access . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Q & A on Voting . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Principal Holders of Voting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

BUSINESS OF THE MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

1. Receiving the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2. Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Majority Voting Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Cumulative Voting for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Voting by Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Director Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Summary of 2025 Nominees for Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

2024 Director Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

2024 Director Voting Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

3. Appointment of External Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Principal Accounting Firm Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

4. Advisory Resolution on Approach to Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

STATEMENT OF CORPORATE GOVERNANCE PRACTICES . . . . . . . . . . . . . . . . . . . . . . . 22

Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Board, Committee and Director Evaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Board and Management Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Strategic Planning . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Risk Management Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Communication and Disclosure Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Code of Business Conduct and Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Report of the Governance, Nominating and Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

PART FOUR

DIRECTOR COMPENSATION AND EQUITY OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . 41

Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Equity Ownership of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

PART FIVE

COMPENSATION DISCUSSION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Compensation Discussion and Analysis Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Compensation Approach . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Overview of the Business in 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Governance, Nominating and Compensation Committee Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Key Elements of Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Key Policies and Practices to Support Alignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

2024 Compensation Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Chief Executive Officer Ownership Interests in BAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Compensation of Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

PART SIX APPENDIX A

OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Indebtedness of Directors, Officers and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Audit Committee . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Normal Course Issuer Bid . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Cautionary Statement Regarding the Use of Non-GAAP Measures and Forward-Looking Statements . . . . 70

Availability of Disclosure Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Shareholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Other Business . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Directors' Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

CHARTER OF THE BOARD .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

A-1

PART ONE - VOTING INFORMATION

This Management Information Circular ("Circular") is provided in connection with the solicitation by management of Brookfield Asset Management Ltd. ("BAM") of proxies for the Annual Meeting of Shareholders of BAM (the "meeting") referred to in BAM's Notice of Annual Meeting of Shareholders and Availability of Investor Materials dated March 25, 2025 (the "Notice") to be held in-person at the Dotdash Meredith Event Center, Brookfield Place, 225 Liberty Street, 4th Floor, New York, NY on Monday, May 5, 2025 at 9:00 a.m. (New York time). The meeting will also be broadcast live by webcast. See "Q&A on Voting" on page 2 of this Circular for further information. References in this Circular to "BAM", "we," or "our" are to Brookfield Asset Management Ltd., and references to "BN" are to Brookfield Corporation.

This solicitation will be made primarily by sending proxy materials to shareholders by mail and email, and in relation to the delivery of this Circular, by posting this Circular on our website athttps://bam.brookfield.com under "Notice and Access 2025", on our EDGAR profile atwww.sec.gov/edgar and on our SEDAR+ profile at www.sedarplus.ca pursuant to Notice and Access. See "Notice and Access" below for further information. Proxies may also be solicited personally or by telephone by regular employees of BAM at nominal cost. The cost of solicitation will be borne by BAM.

The information in this Circular is given as at March 7, 2025, unless otherwise indicated. As BAM operates in U.S. dollars and reports its financial results in U.S. dollars, all financial information in this Circular is denominated in U.S. dollars, unless otherwise indicated. All references to C$ are to Canadian dollars. For comparability, all Canadian dollar amounts in this Circular have been converted to U.S. dollars at the average exchange rate for 2024 as reported by Bloomberg L.P. ("Bloomberg") of C$1.00 = US$0.7300, unless otherwise indicated.

Who Can Vote

As at March 7, 2025, BAM had 1,637,295,707 Class A Limited Voting Shares ("Class A Shares") and 21,280 Class B Limited Voting Shares ("Class B Shares") outstanding. The Class A Shares are co-listed on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") under the symbol "BAM". The Class B Shares are all privately held (see "Principal Holders of Voting Shares" on page 8 of this Circular for further information). Each registered holder of record of Class A Shares and Class B Shares as at the close of business on March 7, 2025 (the "Record Date") is entitled to receive notice of and to vote at the meeting. Except as otherwise provided in this Circular, each holder of a Class A Share or Class B Share on such date shall be entitled to vote on all matters to come before the meeting or any adjournment thereof, either in person or by proxy.

The share conditions for the Class A Shares and Class B Shares provide that, subject to applicable law and in addition to any other required shareholder approvals, all matters to be approved by shareholders (other than the election of directors) must be approved by a majority of the votes cast by the holders of Class A Shares and by the holders of Class B Shares who vote in respect of the resolution, each voting as a separate class.

Except as provided below, holders of Class A Shares are entitled, as a class, to elect one-half of the board of directors of BAM (the "Board" or "Board of Directors"), and holders of Class B Shares are entitled, as a class, to elect the other one-half of the Board. However, at any time that:

• a. BN (or its successor) and its subsidiaries beneficially own a number of Class A Shares that exceeds 50% of the aggregate number of all the issued and outstanding Class A Shares and Class B Shares as of the record date for any meeting of shareholders, holders of Class A Shares and holders of Class B Shares will vote together as a single class in the election of the Board at such meeting of shareholders; or

• b. BN (or its successor) and its subsidiaries beneficially own a number of Class A Shares that is not less than 20% but does not exceed 50% of the sum of all the issued and outstanding Class A Shares and Class B Shares as of the record date for any meeting of shareholders:

  • i. BN (or its successor) will be entitled to elect one of the directors who would otherwise be elected by other holders of the Class A Shares at such meeting of shareholders;

  • ii. holders of Class A Shares, including BN (or its successor) solely in respect of any Class A Shares that it and its subsidiaries beneficially own in number that exceeds 20% of the sum of all the issued and

2025 MANAGEMENT INFORMATION CIRCULAR/ 1

outstanding Class A Shares and Class B Shares, will be entitled to elect one-half of the Board less such number of directors to be elected by BN (or its successor) under (i) above at such meeting of shareholders; iii. holders of Class B Shares will be entitled to elect the other one-half of the Board at such meeting of shareholders.

As at March 7, 2025, BN and its subsidiaries beneficially own approximately 73% of the Class A Shares and, accordingly, the holders of the Class A Shares and holders of the Class B Shares will vote together as a single class to elect the Board. See "Election of Directors" on page 9 of this Circular for further information.

Notice and Access

BAM is using the Notice and Access provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 - Continuous Disclosure Obligations ("Notice and Access") to provide meeting materials electronically for both registered and non-registered shareholders. Instead of mailing meeting materials to shareholders, BAM has posted this Circular and form of proxy on its website at https:// bam.brookfield.com under "Notice and Access 2025", in addition to posting it on EDGAR atwww.sec.gov/edgar and SEDAR+ atwww.sedarplus.ca. BAM has sent the Notice and a form of proxy or voting instruction form (collectively, the "Notice Package") to all shareholders informing them that this Circular is available online and explaining how this Circular may be accessed. BAM will not directly send the Notice Package to non-registered shareholders. Instead, BAM will pay Intermediaries (as defined on page 3 of this Circular) to forward the Notice Package to all non-registered shareholders.

BAM has elected to utilize Notice and Access because it allows for a reduction in the use of printed paper materials, and is therefore consistent with BAM's philosophy towards sustainability. Additionally, adopting Notice and Access has significantly lowered printing and mailing costs associated with BAM's shareholder meetings.

Registered and non-registered shareholders who have signed up for electronic delivery of this Circular and BAM's annual report on Form 10-K dated March 17, 2025 (which includes management's discussion and analysis and consolidated financial statements for the fiscal year ended December 31, 2024) (the "Annual Report") will continue to receive them by email. No shareholders will receive a paper copy of this Circular unless they contact BAM at 1-866-989-0311 [e-mail], in which case BAM will mail this Circular within three business days of any request, provided the request is made before the date of the meeting or any adjournment thereof. We must receive your request before 5:00 p.m. (New York time) on April 17, 2025to ensure you will receive paper copies in advance of the deadline to submit your vote. If your request is made after the meeting and within one year of this Circular being filed, BAM will mail this Circular within 10 calendar days of such request.

Q & A on Voting

What am I voting on?

Resolution

Who Votes

Board Recommendation

Election of the 12 Directors

Appointment of the External Auditor and authorizing Directors to set its remuneration Advisory Vote on Executive Compensation

Class A Shareholders Class B Shareholders Class A Shareholders Class B Shareholders Class A Shareholders

FOR each Director Nominee

FOR the resolution

FOR the resolution

Who is entitled to vote?

Holders of Class A Shares and holders of Class B Shares, as applicable, as at the close of business on March 7, 2025 are each entitled to one vote per share on the items of business as identified above.

Registered shareholders are able to attend and vote in person at the meeting by registering with BAM's transfer agent, TSX Trust Company (the "Transfer Agent"), on the day of the meeting. Your vote will be taken and counted at the meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests, but will not be able to vote.

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